Every material Form 8-K Ferguson Enterprises has filed with the SEC since September 17, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Ferguson Enterprises entered into a $700 million bridge credit facility and a $900 million term loan facility, both with JPMorgan Chase Bank as administrative agent, to help fund its acquisition of FWI Holdings, Inc. (FloWorks). The bridge loan is available only if the company lacks other bank or capital markets financing sufficient to fund the deal, and both facilities depend on the acquisition closing.
Bridge credit facility of up to $700 million, unsecured, maturing 364 days after funding
Term loan facility of up to $900 million, unsecured, maturing three years after funding
Both facilities require a maximum net leverage ratio of 3.50 to 1.00, stepping up to 4.00 to 1.00 after certain material acquisitions
Ferguson reported second-quarter 2026 net sales of $8.8 billion, up 4.6%, and reported diluted earnings per share of $3.43, up 6.9% from a year earlier. The company raised its calendar 2026 net sales growth outlook to mid-single digits from low to mid-single digits, and its adjusted operating margin range narrowed to 9.5% to 9.8% from 9.4% to 9.8%, with the guidance excluding the pending FloWorks acquisition.
Net sales were $8,751 million, up 4.6%; gross margin was 31.0%, down 20 basis points.
Reported diluted EPS was $3.43, up 6.9%; adjusted diluted EPS was $3.39, up 5.3%.
Updated 2026 capital expenditure guidance is $375 million to $425 million, up from $350 million to $400 million.
The company signed an agreement to acquire FWI Holdings (FloWorks), expected to close in the third quarter, and repurchased $202 million of shares in the quarter.
Ferguson reported first-quarter 2026 net sales of $7.5 billion, up 3.6%, and reported diluted earnings per share of $2.13, up 23.1% from $1.73. Adjusted diluted EPS rose 9.1% to $2.28, and the company left its full-year 2026 guidance unchanged. The company also authorized a new $2 billion share repurchase program and is reviewing its London Stock Exchange listing, which could result in its cancellation.
Net sales of $7,472 million, up 3.6%; organic growth was 2.8% and acquisitions added 0.8%.
Reported operating margin was 8.2%, up 120 basis points; adjusted operating margin was 8.7%.
Share repurchases of $236 million in the quarter; new $2.0 billion authorization with no expiration date.
Quarterly dividend of $0.89 declared, payable July 8, 2026; LSE listing review expected to be completed in the second quarter of 2026.
Ferguson reported unaudited results for the calendar year ended December 31, 2025, with net sales up 5.0% to $31.3 billion and reported diluted earnings per share up 24.2% to $10.16. It also issued 2026 guidance calling for low to mid-single digit sales growth and a 9.4% to 9.8% adjusted operating margin, and it repurchased $0.9 billion of shares during 2025 while keeping its quarterly dividend at $0.89.
Calendar 2025 net sales $31.3 billion, up 5.0%; reported diluted EPS $10.16 vs. $8.18, up 24.2%; adjusted diluted EPS $10.58, up 13.4%
Calendar 2026 guidance: net sales low to mid-single digit growth, adjusted operating margin 9.4% to 9.8%, capital expenditures $350 million to $400 million
Fourth quarter net sales $7.5 billion, up 3.6%; diluted EPS $1.99 vs. $1.78; non-residential revenue up 10% while residential revenue fell 2%
Results are unaudited; audited figures are expected in a Transition Report on Form 10-KT on February 27, 2026
Ferguson Enterprises reported results for the quarter ended October 31, 2025, with net sales of $8.2 billion, up 5.1%, and reported diluted earnings per share of $2.90, up 23.9%. It now expects calendar 2025 net sales growth of about 5%, compared with mid-single digit growth previously, and raised the low end of its adjusted operating margin range to 9.4%-9.6%. For shareholders, the filing shows higher sales and profit, along with a quarterly dividend of $0.89, up 7%.
Net sales of $8.2 billion, up 5.1%; reported diluted EPS of $2.90, up 23.9%; adjusted diluted EPS of $2.84, up 15.9%
Calendar 2025 guidance: net sales growth about 5% (prior: mid-single digit); adjusted operating margin 9.4%-9.6% (prior: 9.2%-9.6%)
US non-residential revenue rose 12% in the quarter, while US residential revenue fell 1%
Share repurchases of $208 million in the quarter; quarterly dividend of $0.89 payable February 27, 2026
Ferguson reported fourth-quarter sales of $8.5 billion, up 6.9%, and diluted EPS of $3.55 versus $2.23 a year earlier, with adjusted EPS of $3.48, up 16.8%. The company also said it will change its fiscal year-end from July 31 to December 31, with a five-month transition period from August 1 to December 31, 2025, and gave calendar 2025 guidance of mid-single digit revenue growth and a 9.2% to 9.6% adjusted operating margin.
Q4 net sales $8.5 billion, up 6.9%; organic revenue up 5.8%; reported operating profit $925 million, up 14.1%
Full-year sales $30.8 billion, up 3.8%; reported operating profit $2.6 billion, down 1.7%; adjusted diluted EPS $9.94, up 2.6%
Calendar 2025 guidance: mid-single digit revenue growth and adjusted operating margin of 9.2% to 9.6%
Next earnings release December 9, 2025; 2026 annual meeting set for April 30, 2026; shareholder proposal deadline November 16, 2025
Ferguson reported results for the quarter ended April 30, 2025, with net sales of $7.6 billion, up 4.3%, and adjusted diluted EPS of $2.50, up 7.8%. Reported diluted EPS fell 5.0% to $2.07 after $68 million of business restructuring charges, and the company raised its adjusted operating margin guidance for fiscal 2025 to 8.5% to 9.0%.
Net sales were $7.6 billion for the quarter, up 4.3%, with organic revenue growth of 5.0%.
Reported diluted EPS was $2.07, down from $2.18; adjusted diluted EPS was $2.50, up from $2.32.
Business restructuring charges were $68 million, with expected annualized savings of about $100 million.
Fiscal 2025 adjusted operating margin guidance was raised to 8.5% to 9.0%, from 8.3% to 8.8%.
Ferguson Enterprises entered into a $1.5 billion unsecured revolving credit agreement maturing April 2, 2030, with JPMorgan Chase Bank as administrative agent. On the same day, it terminated its existing $1.35 billion revolving facility, which had no borrowings outstanding. The filing is a refinancing of existing credit capacity, with larger committed amounts and a maximum net leverage covenant of 3.50 to 1.00.
New $1.5 billion unsecured revolving facility matures April 2, 2030, with an option to add up to $500 million in commitments
Existing $1.35 billion multicurrency revolving facility, dated March 10, 2020, was terminated April 2, 2025, with no borrowings outstanding
Maximum net leverage ratio covenant of 3.50 to 1.00, temporarily stepping up to 4.00 to 1.00 after certain material acquisitions
Ferguson reported fiscal second-quarter 2025 results for the quarter ended January 31, 2025, with net sales up 3.0% to $6.9 billion while reported diluted earnings per share fell 12.7% to $1.38. The company reaffirmed its full-year low single digit sales growth guidance but lowered its adjusted operating margin range to 8.3% to 8.8% from 9.0% to 9.5%, and it also declared a $0.83 quarterly dividend and raised its buyback authorization by $1.0 billion.
Net sales of $6.9 billion, up 3.0%; reported operating profit of $410 million, down 14.0%
Diluted EPS of $1.38 versus $1.58 a year earlier; adjusted EPS of $1.52 versus $1.74
FY2025 adjusted operating margin guidance cut to 8.3% to 8.8% from 9.0% to 9.5%; capital expenditure guidance lowered to $325 million to $375 million
Quarterly dividend of $0.83 payable May 6, 2025; share repurchase program increased by $1.0 billion to about $1.4 billion remaining
Ferguson Enterprises said Bill Thees, currently Senior Vice President, will take the title of Chief Operating Officer effective February 1, 2025. The change reflects an expanded role that will add the company's supply chain and facilities functions to his oversight over the coming months.
Bill Thees, age 58, changes title from Senior Vice President to Chief Operating Officer effective February 1, 2025
Role expands to include supply chain and facilities functions
Base salary adjustment is anticipated but not yet approved; described as immaterial
Employment agreement to be amended February 1, 2025; executed amendment to be filed with the 10-Q for the quarter ending January 31, 2025
Ferguson reported results for the quarter ended October 31, 2024, with net sales up 0.8% to $7.8 billion, while reported operating profit fell 10.0% to $665 million and diluted EPS fell 7.9% to $2.34. The company left its fiscal 2025 guidance unchanged and declared a quarterly dividend of $0.83 per share, up 5% from a year earlier.
Net sales of $7.8 billion rose 0.8%; organic revenue declined 0.3% and acquisitions contributed 1.1%.
Reported diluted EPS was $2.34 versus $2.54 a year earlier; adjusted diluted EPS was $2.45, down 7.5%.
Fiscal 2025 guidance unchanged, including adjusted operating margin of 9.0% to 9.5% and capital expenditures of $400 million to $450 million.
Share repurchases totaled $256 million in the quarter; quarterly dividend of $0.83 is payable February 6, 2025 to holders of record on December 20, 2024.
Ferguson Enterprises and certain subsidiaries entered into an Omnibus Amendment dated October 29, 2024 that amends its receivables purchase and contribution agreements, which date from July 31, 2013, with Royal Bank of Canada as administrative agent. The amendment extends the termination date to October 29, 2027 for all purchase groups except the TD group, and terminates the PNC purchase group's rights and obligations. The filing does not disclose dollar amounts for the facility, so its size relative to shareholders' interests cannot be judged from this document.
Omnibus Amendment and Consent effective October 29, 2024, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement
Termination date extended to October 29, 2027 for all purchase groups except the TD Purchase Group
PNC Purchase Group's rights and obligations terminated; Maximum Net Investment reallocated among remaining groups
Royal Bank of Canada is administrative agent; full terms are in Exhibit 10.1
Ferguson reported fourth-quarter sales of $7.9 billion, up 1.4%, and full-year sales of $29.6 billion, down 0.3%, for the periods ended July 31, 2024. Reported diluted EPS fell 21.8% in the quarter to $2.23, mainly due to one-time, non-cash deferred tax charges from the new corporate structure, while adjusted EPS rose 7.6% to $2.98. The company also guided fiscal 2025 to low single digit net sales growth and a 9.0% to 9.5% adjusted operating margin.
Q4 net sales of $7,946 million, up 1.4%; reported diluted EPS of $2.23 versus $2.85 a year earlier
Full-year reported diluted EPS of $8.53, down 6.5%; adjusted diluted EPS of $9.69, down 1.5%
Discrete tax adjustments included $137 million in one-time, non-cash deferred tax charges tied to the Merger
FY2025 guidance: low single digit net sales growth, adjusted operating margin of 9.0% to 9.5%, and a $0.79 quarterly dividend payable November 8, 2024
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