FERG: Other company developments

Item 8.01. Other Events. On August 14, 2025, Ferguson Enterprises Inc. (the “Company”) completed the public offering (the “Offering”) of $700,000,000 aggregate principal amount of 4.800% Senior Notes due 2029 (the “2029 Notes”) and $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2036 (the “2036 Notes” and, collectively with the 2029 Notes, the “Notes”). The obligations of the Company under each series of Notes are fully and unconditionally guaranteed (the “Guarantee”) by Ferguson UK Holdings Limited, an indirect subsidiary of the Company (the “Guarantor”). The Notes of each series and the Guarantee were issued pursuant to that certain Indenture, dated as of September 30, 2024, by and among the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, dated as of August 14, 2026 by and among the Company, the Guarantor and the Trustee (the “Supplemental Indenture” and, the Base Indenture as so supplemented, the “Indenture”). The Indenture contains certain covenants and restrictions, including covenants that limit the Company’s and the Guarantor’s ability to incur specified debt secured by liens and that require the Company and the Guarantor to satisfy certain conditions in order to merge or consolidate with another entity. The Indenture also provides for customary events of default. The Company may redeem each series of Notes at its option, in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions set forth in the Indenture. The Offering was made pursuant to an effective shelf registration statement (including a prospectus and preliminary prospectus supplement) (File Nos. 333-282398 and 333-282398-01). The descrip