Ferguson Prices $1.2 Billion of Senior Unsecured Notes

NEWPORT NEWS, Va.--(BUSINESS WIRE)--On August 11, 2026, Ferguson Enterprises Inc. (“Ferguson”) (NYSE: FERG) announced that it has priced a public offering (the “Notes Offering”) of $700 million in aggregate principal amount of 4.800% senior unsecured notes due 2029 (the “2029 Notes”) and $500 million in aggregate principal amount of 5.600% senior unsecured notes due 2036 (the “2036 Notes” and, collectively with the 2029 Notes, the “Notes”). The obligations of Ferguson under each series of Notes will be fully and unconditionally guaranteed (the “Guarantee”) by Ferguson UK Holdings Limited, an indirect subsidiary of Ferguson. Ferguson expects that the closing of the Notes Offering will occur on August 14, 2026, subject to the satisfaction of customary closing conditions.

Ferguson intends to use the net proceeds from the Notes Offering, together with proceeds from its delayed draw term loan facility, to fund the consideration and related fees and expenses payable in connection with the previously announced acquisition of FWI Holdings, Inc. (the “Acquisition”) and any remaining proceeds for general corporate purposes, which may include repaying existing indebtedness. If the Acquisition does not close, Ferguson intends to use the net proceeds from the Notes Offering for general corporate purposes, which may include repaying existing indebtedness. J.P. Morgan Securities LLC and BofA Securities, Inc. are acting as joint book-running managers for the Notes Offering.

The Notes Offering and the related Guarantee is being made pursuant to an effective shelf registration statement (including a prospectus and preliminary prospectus supplement) (File Nos. 333-282398 and 333-282398-01) filed with the U.S. Securities and Exchange Commission (the “SEC”). You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the Notes Offering will arrange to send you the prospectus and the preliminary prospectus supplement (or, if available, the prospectus supplement) if you request it by contacting J.P. Morgan Securities LLC at 1-212-834-4533 and BofA Securities, Inc. at 1-800-294-1322.

This press release shall not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the Notes, the Guarantee or any other security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Cautionary Note Regarding Forward-Looking Statements

Certain information included in this announcement is forward-looking, including within the meaning of the Private Securities Litigation Reform Act of 1995, and involves risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements. Forward-looking statements cover all matters which are not historical facts and include, without limitation, statements relating to the terms of the Notes, the closing of the Acquisition, the anticipated use of the net proceeds from the Notes Offering, and the expected closing date of the Notes Offering. Forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “expects,” “intends,” “may” or “will” or, in each case, their negative or other variations or comparable terminology and other similar references to future periods. Forward-looking statements speak only as of the date on which they are made. They are not assurances of future performance and are based only on our current beliefs, expectations and assumptions regarding the proposed acquisition. Many factors could cause actual results to differ materially from those contained in such forward-looking statements, including but not limited to: the conditions to the completion of the Notes Offering may not be satisfied; the possibility that the Acquisition may not be completed on the anticipated timeline or at all; weakness in the economy, market trends, uncertainty and other conditions in the markets in which Ferguson operates and the macroeconomic impact of factors beyond our control (including, among others, inflation/deflation, recession, labor and wage pressures, trade restrictions such as tariffs, sanctions and retaliatory countermeasures, interest rates, and geopolitical conditions); and other risks and uncertainties set forth under the heading “Risk Factors” in our Transition Report on Form 10-KT for the five-month transition period ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026 and in other filings Ferguson makes with the SEC in the future. Therefore, you should not place undue reliance on any of these forward-looking statements.

Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Other than in accordance with our legal or regulatory obligations, Ferguson undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

About Ferguson

Ferguson (NYSE: FERG) is North America’s largest value-added distributor of essential water and air solutions, serving specialized professionals in our $340B residential and non-residential construction markets. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Headquartered in Newport News, Va., Ferguson has sales of $31.3 billion (CY’25) and approximately 35,000 associates in over 1,700 locations.