US Market News
3週前
Ferguson Announces Intention to Cancel Secondary Listing on London Stock ExchangeJune 16, 2026 6:45 AM
Business Wire Ferguson Enterprises Inc. (“Ferguson” or the “Company”) (NYSE: FERG; LSE: FERG) today announced its intention to cancel: (i) the secondary listing of the Company’s common stock (“Common Stock”) on the Equity Shares (international commercial companies secondary listing) category of the Official List (the “Official List”) of the U.K. Financial Conduct Authority (“FCA”); and (ii) the admission to trading of its Common Stock on the London Stock Exchange’s (“LSE”) main market for listed securities (together, the “London Delisting”) with effect from July 20, 2026. Background to and reasons for the London Delisting Since 2019, the Company’s board of directors (the “Board”) has considered North America to be the best long-term location for Ferguson and has worked methodically and transparently with shareholders on this transformative journey. In moving the Company’s primary listing from the LSE to the New York Stock Exchange (“NYSE”) in 2022, the Board noted its intention to maintain the Company’s secondary listing in London for as long as it was considered to be in the best interests of Ferguson and its shareholders as a whole. On May 5, 2026, the Company announced its intention to undertake a review of its LSE secondary listing. Following completion of the review, the Board is satisfied that it is in the best interests of the Company and its shareholders to proceed with the London Delisting for the following reasons: Liquidity on the NYSE now far outweighs liquidity on the LSE; Our shareholding base is largely North American; Eliminates the cost and complexity of maintaining a secondary listing while also simplifying the Company’s corporate governance requirements; and Completes alignment with the Company’s pure North American business profile and operations, headquarters and leadership with its listing structure. Accordingly, the Company hereby gives notice that it has requested that: (i) the FCA cancel the listing of the Common Stock on the Equity Shares (international commercial companies secondary listing) category of the Official List of the FCA; and (ii) the LSE cancel the admission to trading of the Common Stock on the main market for listed securities of the LSE. Process for and principal effects of the London Delisting As the Company is assigned to the Equity Shares (international commercial companies secondary listing) category of the Official List, no shareholder approval is required for the London Delisting. In accordance with U.K. Listing Rule 21.2.17R, the Company is required to give at least 20 business days’ notice of the London Delisting. As such, it is intended that the London Delisting will become effective from 8:00 a.m. U.K. time on July 20, 2026, such that the last date of trading of the Common Stock on the LSE will be July 17, 2026. Following the London Delisting: (i) it will no longer be possible to trade Common Stock on the LSE; and (ii) the Company will maintain its listing of its Common Stock on the NYSE. The London Delisting is expected to have no impact for shareholders who are direct holders of Common Stock or who hold their interests in Common Stock through their nominated DTC broker or custodian. Holders of the Company’s U.K. issued Depositary Interests (“U.K. DIs”) are strongly encouraged to read the Appendix to this announcement, which contains further details of the arrangements that will apply to them following the London Delisting and the actions that they may wish to take in advance of the London Delisting (including the steps and actions required to convert their interests into holdings of Common Stock, directly or through a DTC broker or custodian, from which they can be traded directly on the NYSE). The Company currently expects the existing U.K. DI arrangements to remain in place until on or around January 29, 2027. To assist shareholders in preparing for the London Delisting, the Company has prepared answers to Frequently Asked Questions (“Shareholder FAQ”), which can be found on the Managing Your Shares page of the Investors tab on our website at corporate.ferguson.com. 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 or guidance regarding our intentions with respect to the London Delisting and our expectation that it will become effective and the expected benefits of the London Delisting. Forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “forecasts,” “guidance,” “intends,” “continues,” “plans,” “projects,” “poised,” “goal,” “target,” “aim,” “may,” “will,” “would,” “could” or “should” 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 future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Therefore, you should not place undue reliance on any of these forward-looking statements. Although we believe that the forward-looking statements contained in this announcement are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those contained in such forward-looking statements, including but not limited to the 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 we make with the SEC in the future. 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, we undertake 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; LSE: 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 North American 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. For more information, please visit corporate.ferguson.com. Appendix: Additional Details for Holders of U.K. DIs Holders of U.K. DIs are advised to read this Appendix carefully to ensure that they understand the arrangements that will apply to them following the London Delisting and the actions that they may wish to take in advance of the London Delisting. If in doubt as to the action they should take, they are recommended to seek advice from their qualified financial advisor. U.K. DI Holders The Company’s existing U.K. DI arrangements will not immediately be impacted by the London Delisting. Accordingly, following the London Delisting, shareholders may continue to hold their interests in Common Stock in the form of U.K. DIs, that is through CREST. However, following the London Delisting it will only be possible to place on market trades in respect of Common Stock on the NYSE. Consequently, in order to trade their Common Stock on a recognised stock exchange following the London Delisting, U.K. DI holders will have to reposition their interests in Common Stock into a DTC broker or custodian account by: (i) canceling their U.K. DIs through the delivery of a cross-border instruction in respect of the underlying Common Stock through CREST to Computershare Investor Services PLC (“Computershare”, as the issuer of the U.K. DIs) in the form of a CREST stock withdrawal message (CREST system message type: STW); and (ii) instructing Computershare to deliver their interests in Common Stock into the account of their chosen bank, broker, custodian firm, financial institution and/or other person that is a participant in DTC. The cancelation of U.K. DIs is subject to a charge, depending on the value of the underlying Common Stock. For general inquiries, details of the current cancelation charges or for assistance in canceling U.K. DIs and lodging cross-border instructions, holders, or brokers, of U.K. DIs should contact Computershare by phone on +44 (0) 906 999 0000 (from inside or outside the U.K.). Lines are open 8:30 a.m. to 5:30 p.m. (U.K. time), Monday to Friday (excluding public holidays in England and Wales). If you hold your U.K. DIs through a broker or custodian (for example you are an investor through a retail nominee arrangement, and are not a CREST participant directly), please contact your broker or custodian for assistance. The Company currently expects the existing U.K. DI arrangements to remain in place until on or around January 29, 2027. Please refer to the Shareholder FAQ for further details. View source version on businesswire.com: https://www.businesswire.com/news/home/20260616635604/en/ Investor Inquiries:
Pete Kennedy
Vice President, Investor Relations
+1 757 603 0111 Christen Rusbarsky
Director, Investor Relations
+1 443 528 2533 Media Inquiries
Christine Dwyer
Vice President, Communications and PR
+1 757 469 5813 Original: Ferguson Announces Intention to Cancel Secondary Listing on London Stock Exchange
US Market News
1月前
Ferguson Enterprises Inc. (“Company”): Director/PDMR ShareholdingJune 1, 2026 6:45 AM
Business Wire NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES (“PDMRs”) IN COMMON STOCK OF PAR VALUE $0.0001 EACH IN THE COMPANY (“Shares”) The attached notifications, which have been made in accordance with the requirements of the EU Market Abuse Regulation (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018), provide further detail. 1 Details of the person discharging managerial responsibilities / person closely associated a) Name Kevin Murphy 2 Reason for the notification a) Position/status President & Chief Executive Officer b) Initial/Amendment notification Initial notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name Ferguson Enterprises Inc. b) LEI 2138003JYQMRP3SLX189 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Identification code Common stock of par value $0.0001 per share ISIN: US31488V1070 b) Nature of the transaction The grant of share options under the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 c) Price(s) and volume(s) Price(s) Volume(s) 46 $193.205 or, if lower, eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise or, if higher, such volume that can be acquired for the total amount of savings using an exercise price at eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise USD - United States Dollar d) Aggregated information - Aggregated volume - Price Not applicable $8,887.43 assuming price and volume as at the date of grant e) Date of the transaction 2026-05-26; UTC time f) Place of the transaction Outside a Trading Venue 1 Details of the person discharging managerial responsibilities / person closely associated a) Name William Brundage 2 Reason for the notification a) Position/status Chief Financial Officer b) Initial/Amendment notification Initial notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name Ferguson Enterprises Inc. b) LEI 2138003JYQMRP3SLX189 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Identification code Common stock of par value $0.0001 per share ISIN: US31488V1070 b) Nature of the transaction The grant of share options under the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 c) Price(s) and volume(s) Price(s) Volume(s) $193.205 46 or, if lower, eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise or, if higher, such volume that can be acquired for the total amount of savings using an exercise price at eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise USD - United States Dollar d) Aggregated information - Aggregated volume - Price Not applicable $8,887.43 assuming price and volume as at the date of grant e) Date of the transaction 2026-05-26; UTC time f) Place of the transaction Outside a Trading Venue 1 Details of the person discharging managerial responsibilities / person closely associated a) Name Robert Camposano 2 Reason for the notification a) Position/status Senior Vice President b) Initial/Amendment notification Initial notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name Ferguson Enterprises Inc. b) LEI 2138003JYQMRP3SLX189 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Identification code Common stock of par value $0.0001 per share ISIN: US31488V1070 b) Nature of the transaction The grant of share options under the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 c) Price(s) and volume(s) Price(s) Volume(s) $193.205 46 or, if lower, eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise or, if higher, such volume that can be acquired for the total amount of savings using an exercise price at eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise USD - United States Dollar d) Aggregated information - Aggregated volume - Price Not applicable $8,887.43 assuming price and volume as at the date of grant e) Date of the transaction 2026-05-26; UTC time f) Place of the transaction Outside a Trading Venue 1 Details of the person discharging managerial responsibilities / person closely associated a) Name Ian Graham 2 Reason for the notification a) Position/status Chief Legal Officer & Corporate Secretary b) Initial/Amendment notification Initial notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name Ferguson Enterprises Inc. b) LEI 2138003JYQMRP3SLX189 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Identification code Common stock of par value $0.0001 per share ISIN: US31488V1070 b) Nature of the transaction The grant of share options under the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 c) Price(s) and volume(s) Price(s) Volume(s) $193.205 46 or, if lower, eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise or, if higher, such volume that can be acquired for the total amount of savings using an exercise price at eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise USD - United States Dollar d) Aggregated information - Aggregated volume - Price Not applicable $8,887.43 assuming price and volume as at the date of grant e) Date of the transaction 2026-05-26; UTC time f) Place of the transaction Outside a Trading Venue 1 Details of the person discharging managerial responsibilities / person closely associated a) Name Jake Schlicher 2 Reason for the notification a) Position/status Chief Strategy Officer b) Initial/Amendment notification Initial notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name Ferguson Enterprises Inc. b) LEI 2138003JYQMRP3SLX189 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Identification code Common stock of par value $0.0001 per share ISIN: US31488V1070 b) Nature of the transaction The grant of share options under the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 c) Price(s) and volume(s) Price(s) Volume(s) $193.205 46 or, if lower, eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise or, if higher, such volume that can be acquired for the total amount of savings using an exercise price at eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise USD - United States Dollar d) Aggregated information - Aggregated volume - Price Not applicable $8,887.43 assuming price and volume as at the date of grant e) Date of the transaction 2026-05-26; UTC time f) Place of the transaction Outside a Trading Venue 1 Details of the person discharging managerial responsibilities / person closely associated a) Name Allison Stirrup 2 Reason for the notification a) Position/status Chief Human Resources Officer b) Initial/Amendment notification Initial notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name Ferguson Enterprises Inc. b) LEI 2138003JYQMRP3SLX189 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Identification code Common stock of par value $0.0001 per share ISIN: US31488V1070 b) Nature of the transaction The grant of share options under the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 c) Price(s) and volume(s) Price(s) Volume(s) $193.205 46 or, if lower, eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise or, if higher, such volume that can be acquired for the total amount of savings using an exercise price at eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise USD - United States Dollar d) Aggregated information - Aggregated volume - Price Not applicable $8,887.43 assuming price and volume as at the date of grant e) Date of the transaction 2026-05-26; UTC time f) Place of the transaction Outside a Trading Venue 1 Details of the person discharging managerial responsibilities / person closely associated a) Name Matthew Stirrup 2 Reason for the notification a) Position/status This notification concerns a person closely associated with a person discharging managerial responsibilities. The relevant person discharging managerial responsibilities being Allison Stirrup, Chief Human Resources Officer b) Initial/Amendment notification Initial notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name Ferguson Enterprises Inc. b) LEI 2138003JYQMRP3SLX189 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Identification code Common stock of par value $0.0001 per share ISIN: US31488V1070 b) Nature of the transaction The grant of share options under the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 c) Price(s) and volume(s) Price(s) Volume(s) $193.205 46 or, if lower, eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise or, if higher, such volume that can be acquired for the total amount of savings using an exercise price at eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise USD - United States Dollar d) Aggregated information - Aggregated volume - Price Not applicable $8,887.43 assuming price and volume as at the date of grant e) Date of the transaction 2026-05-26; UTC time f) Place of the transaction Outside a Trading Venue 1 Details of the person discharging managerial responsibilities / person closely associated a) Name William Thees 2 Reason for the notification a) Position/status Chief Operating Officer b) Initial/Amendment notification Initial notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name Ferguson Enterprises Inc. b) LEI 2138003JYQMRP3SLX189 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Identification code Common stock of par value $0.0001 per share ISIN: US31488V1070 b) Nature of the transaction The grant of share options under the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 c) Price(s) and volume(s) Price(s) Volume(s) $193.205 46 or, if lower, eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise or, if higher, such volume that can be acquired for the total amount of savings using an exercise price at eighty-five percent (85%) of the closing price of a share of the Company’s common stock on the New York Stock Exchange on the date of exercise USD - United States Dollar d) Aggregated information - Aggregated volume - Price Not applicable $8,887.43 assuming price and volume as at the date of grant e) Date of the transaction 2026-05-26; UTC time f) Place of the transaction Outside a Trading Venue View source version on businesswire.com: https://www.businesswire.com/news/home/20260601396030/en/ Investor Inquiries: Pete Kennedy, Vice President of Investor Relations +1 757 603 0111 Christen Rusbarsky, Director, Investor Relations +1 443 528 2533 Media Inquiries: Christine Dwyer, Vice President Communications and PR +1 757 469 5813 Original: Ferguson Enterprises Inc. (“Company”): Director/PDMR Shareholding
US Market News
2月前
Ferguson Reports First Quarter Ended March 31, 2026May 5, 2026 6:45 AM
Business Wire Solid Start to the Year; Full Year Guidance Unchanged First quarter highlights Sales of $7.5 billion, increased 3.6%. Gross margin of 31.0%, up 30 bps from prior year. Operating margin of 8.2%, up 120 bps on prior year (8.7%, up 40 bps on an adjusted basis). Diluted earnings per share of $2.13, up 23.1% on prior year ($2.28 on an adjusted basis, up 9.1%). Completed two acquisitions during the quarter, one subsequent to quarter-end and signed definitive purchase agreements on another three. Declared quarterly dividend of $0.89. Share repurchases of $236 million during the quarter; and new $2 billion share repurchase program authorization. Balance sheet remains strong with net debt to adjusted EBITDA of 1.0x. Ferguson Enterprises Inc. (NYSE: FERG; LSE: FERG). Kevin Murphy, Ferguson CEO, commented, “Our associates delivered another quarter of solid results in a challenging market. We are particularly pleased with another quarter of strong non-residential revenue growth, driven by our ability to serve large capital projects. Our scale-advantaged business model and consistent cash generation enable us to invest in organic growth, consolidate our markets through acquisitions and return capital to shareholders, all while maintaining a strong balance sheet. “While the economic environment remains uncertain, we expect to continue to outperform the market by deploying scale locally while leveraging the long term growth drivers of water infrastructure, large capital projects, climate and comfort and aging and underbuilt housing. We are confident in our ability to capitalize on these growth drivers as we provide essential water and air solutions for the complex project needs of the specialized professional.” Calendar 2026 Guidance (unchanged) 2026 Guidance January 1 - December 31, 2026 Net sales Low to mid-single digit growth Adjusted operating margin* 9.4% - 9.8% Interest expense ~$200 million Capital expenditures $350 - $400 million Adjusted effective tax rate* ~26% * The Company does not reconcile forward-looking non-GAAP measures. See “Non-GAAP Reconciliations and Supplementary information”. Three months ended March 31, Change US$ (In millions, except per share amounts) 2026 2025 Reported Adjusted(1) Reported Adjusted(1) Reported Adjusted Net sales 7,472 7,472 7,213 7,213 +3.6 % +3.6 % Gross margin 31.0 % 31.0 % 30.7 % 30.7 % +30 bps +30 bps Operating profit 612 647 507 597 +20.7 % +8.4 % Operating margin 8.2 % 8.7 % 7.0 % 8.3 % +120 bps +40 bps Earnings per share - diluted 2.13 2.28 1.73 2.09 +23.1 % +9.1 % Adjusted EBITDA 711 651 +9.2 % Net debt(1) : Adjusted EBITDA 1.0x 1.1x (1) The Company uses certain non-GAAP measures, which are not defined or specified under U.S. GAAP. See the section titled “Non-GAAP Reconciliations and Supplementary Information.” Summary of financial results Quarter ended March 31, 2026 Net sales of $7.5 billion were 3.6% ahead of last year driven by organic revenue growth of 2.8% and acquisition growth of 0.8%. Price inflation was in the mid-single digits. Gross margin of 31.0% was 30 basis points above last year reflecting solid execution across the business. In addition, we continued to drive productivity and diligently manage the cost base. Reported operating profit was $612 million (8.2% operating margin), 20.7% ahead of last year. Adjusted operating profit of $647 million (8.7% adjusted operating margin) was 8.4% above last year. Reported diluted earnings per share was $2.13, an increase of 23.1% compared to last year, while adjusted diluted earnings per share of $2.28 increased 9.1% due to the higher adjusted operating profit and the impact of share repurchases. US - quarter ended March 31, 2026 Net sales in the US business increased by 3.5%, with organic revenue growth of 2.9% and a further 0.6% contribution from acquisitions. Residential end markets, representing approximately half of US revenue, remained challenged. New residential construction activity has been weak and repair, maintenance and improvement (“RMI”) work remains soft. We continue to outperform weak markets with residential revenue down 1% in the quarter. Although the overall non-residential market remains mixed, our scale, expertise, multi-customer group approach and value-added solutions drove strong share gains with non-residential revenue up 8% this quarter. We are pleased with the on-going large capital project activity and continue to see solid shipments with growth in open order volumes and bidding activity. Adjusted operating profit of $656 million was 7.4% or $45 million above last year. We completed two acquisitions within our Waterworks customer group during the first quarter, including: Technology Sales Associates, Inc. and Chesapeake Environmental Equipment, LLC. Subsequent to quarter-end, we acquired Carrier Great Lakes in our HVAC customer group. We also signed definitive purchase agreements for two additional HVAC acquisitions, Dealers Supply Company and New England Applied Products, as well as PRD Technologies Group within our Industrial customer group. We anticipate closing these three acquisitions during the second quarter. Collectively, these acquisitions will expand and enhance our capabilities across water and wastewater treatment, residential, commercial and applied HVAC, and industrial valves and flow control. The aggregate annualized revenue impact of these six acquisitions is approximately $350 million. Canada - quarter ended March 31, 2026 Net sales increased by 5.5%, with a 5.8% contribution from acquisitions offset by an organic decline of 0.3%. A favorable 4.6% impact from foreign exchange rates was fully offset by 4.6% from a non-core business divestment. Markets have remained subdued in Canada, particularly in residential. Adjusted operating profit of $5 million was $1 million below last year. Segment overview Three months ended March 31, US$ (In millions) 2026 2025 Change Net sales: US 7,146 6,904 +3.5 % Canada 326 309 +5.5 % Total net sales 7,472 7,213 +3.6 % Adjusted operating profit: US 656 611 +7.4 % Canada 5 6 (16.7) % Central and other costs (14) (20) Total adjusted operating profit 647 597 +8.4 % Financial position Net debt to adjusted EBITDA at March 31, 2026 was 1.0x and during the quarter we completed share repurchases of $236 million. Taking into account our strong financial position, the Board authorized the repurchase of up to $2.0 billion of Ferguson's outstanding common stock, replacing the company's existing repurchase program. The authorization has no expiration date. We declared a quarterly dividend of $0.89. The dividend will be paid on July 8, 2026 to stockholders of record as of May 15, 2026. London Stock Exchange listing review Ferguson is undertaking a review of its London Stock Exchange (LSE) secondary listing, the outcome of which may result in the cancellation of the Company's LSE listing. The Company anticipates completing this review during the second quarter of 2026 and will provide an update to shareholders at that time. Investor conference call and webcast A call with Kevin Murphy, CEO and Bill Brundage, CFO will commence at 8:30 a.m. ET (1:30 p.m. BST) today. The call will be recorded and available on our website after the event at corporate.ferguson.com. Dial in number US: +1 646 664 1960 UK: +44 (0) 20 3936 2999 Ask for the Ferguson call quoting 570963. To access the call via your laptop, tablet or mobile device please go to corporate.ferguson.com. If you have technical difficulties, please click the “Listen by Phone” button on the webcast player and dial the number provided. About Ferguson Ferguson (NYSE: FERG; LSE: 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. For more information, please visit corporate.ferguson.com. Provisional financial calendar Results for period ending June 30, 2026 August 10, 2026 with call from 8:30 a.m. ET Cautionary note on 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 or guidance regarding or relating to our future financial position, results of operations and growth, plans and objectives for the future including our capabilities and priorities, expectations regarding global and regional economic, market and political conditions, ability to manage supply chain challenges, ability to manage the impact of product price fluctuations, the overall performance of, including demand levels for, the markets in which we operate, our acquisition pipeline and ability to achieve potential benefits from future acquisitions, capital deployment strategy, including the amount and timing of our dividends and share repurchases, investments and capital expenditures, plans regarding stock exchange listings and other statements concerning the success of our business and strategies. Forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “forecasts,” “guidance,” “intends,” “continues,” “plans,” “projects,” “poised,” “goal,” “target,” “aim,” “may,” “will,” “would,” “could” or “should” 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 future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Therefore, you should not place undue reliance on any of these forward-looking statements. Although we believe that the forward-looking statements contained in this announcement are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those contained in such forward-looking statements, including but not limited to: weakness in the economy, market trends, uncertainty and other conditions in the markets in which we operate 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); failure to rapidly identify or effectively respond to direct and/or end customers’ wants, expectations or trends, including costs and potential problems associated with new or upgraded information technology systems or our ability to timely deploy new omni-channel capabilities; decreased demand for our products as a result of operating in highly competitive industries and the impact of declines in the residential and non-residential markets and our ability to effectively manage inventory as a result; changes in competition, including as a result of market consolidation, new entrants, vertical integration or competitors responding more quickly to emerging technologies (such as generative or agentic artificial intelligence (“AI”)); failure of a key information technology system or process as well as payment-related risks, including exposure to fraud or theft; privacy and protection of sensitive data failures, including failures due to data corruption, cybersecurity incidents, network security breaches or the use of AI; ineffectiveness of or disruption in our domestic or international supply chain or our fulfillment network, including delays in inventory availability at our distribution facilities and branches, increased delivery costs or lack of availability due to loss of key suppliers; failure to effectively manage and protect our facilities and inventory or to prevent personal injury to customers, suppliers or associates, including as a result of workplace violence; unsuccessful execution of our operational strategies, including the failure to quickly adapt our strategy to emerging technologies; failure to attract, retain and motivate key associates; exposure of associates, contractors, customers, suppliers and other individuals to health and safety risks and fleet incidents; risks associated with acquisitions, partnerships, joint ventures and other business combinations, dispositions or strategic transactions; risks associated with sales of private label products, including regulatory, product liability and reputational risks and the adverse impact such sales may have on supplier relationships and rebates; the failure to achieve and maintain a high level of product and service quality or comply with responsible sourcing standards; inability to renew leases on favorable terms or at all, as well as any remaining obligations under a lease when we close a facility; changes in, interpretations of, or compliance with tax laws and accounting standards; our access to capital, indebtedness and changes in our credit ratings and outlook; fluctuations in product prices/costs (e.g., including as a result of the use of commodity-priced materials, inflation/deflation, trade restrictions and/or failure to qualify for or maintain supplier rebates) and foreign currency; funding risks related to our defined benefit pension plans; legal proceedings in the ordinary course of our business as well as any failure to comply with domestic and foreign laws, regulations and standards, as those laws, regulations and standards or interpretations and enforcement thereof may change; the occurrence of unforeseen developments such as litigation, investigations, governmental proceedings or enforcement actions; our failure to comply with the obligations associated with being a public company listed on the New York Stock Exchange and London Stock Exchange and the costs associated therewith; the costs and risk exposure relating to sustainability matters and disclosures, including regulatory or legal requirements and disparate stakeholder expectations; 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 we make with the SEC in the future. 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, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Ferguson Enterprises Inc.
Non-GAAP Reconciliations and Supplementary Information
(unaudited) Non-GAAP items This announcement contains certain financial information that is not presented in conformity with U.S. GAAP. These non-GAAP financial measures include adjusted operating profit, adjusted operating margin, adjusted net income, adjusted earnings per share - diluted, adjusted EBITDA, adjusted effective tax rate, net debt and net debt to adjusted EBITDA ratio. The Company believes that these non-GAAP financial measures provide users of the Company’s financial information with additional meaningful information to assist in understanding financial results and assessing the Company’s performance from period to period. Management believes these measures are important indicators of operations because they exclude items that may not be indicative of our core operating results and provide a better baseline for analyzing trends in our underlying businesses, and they are consistent with how business performance is planned, reported and assessed internally by management and the board of directors. Such non-GAAP adjustments include amortization of acquired intangible assets, discrete tax items, and any other items that are non-recurring. Non-recurring items may include various restructuring charges, gains or losses on the disposals of businesses which by their nature do not reflect primary operations, as well as certain other items deemed non-recurring in nature and/or that are not a result of the Company’s primary operations. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. These non-GAAP financial measures should not be considered in isolation or as a substitute for results reported under U.S. GAAP. These non-GAAP financial measures reflect an additional way of viewing aspects of operations that, when viewed with U.S. GAAP results, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review the Company’s financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. The Company does not provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures on a forward-looking basis because it is unable to predict with reasonable certainty or without unreasonable effort non-recurring items, such as those described above, that may arise in the future. The variability of these items is unpredictable and may have a significant impact. Reconciliation of Net Income to Adjusted Operating Profit and Adjusted EBITDA Three months ended March 31, (In millions) 2026 2025 Net income $ 414 $ 345 Provision for income taxes 146 124 Interest expense, net 45 46 Other expense (income), net 7 (8 ) Operating profit 612 507 Corporate restructuring expenses(1) 2 — Business restructuring expenses(2) — 51 Amortization of acquired intangibles 33 39 Adjusted Operating Profit 647 597 Depreciation & impairment of PP&E 58 47 Amortization of non-acquired intangibles 6 7 Adjusted EBITDA $ 711 $ 651 (1) For the three months ended March 31, 2026, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States. (2) For the three months ended March 31, 2025, business restructuring expenses primarily related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth. Net Debt : Adjusted EBITDA Reconciliation To assess the appropriateness of its capital structure, the Company’s principal measure of financial leverage is net debt to adjusted EBITDA. The Company aims to operate with investment grade credit metrics and keep this ratio within one to two times. Net debt Net debt comprises bank overdrafts, bank and other loans and derivative financial instruments, excluding lease liabilities, less cash and cash equivalents. Long-term debt is presented net of debt issuance costs. As of March 31, (In millions) 2026 2025 Long-term debt $3,979 $3,500 Short-term debt 148 400 Bank overdrafts(1) — 4 Derivative liabilities 2 4 Cash and cash equivalents (820) (596) Net debt $3,309 $3,312 (1) Bank overdrafts are included in other current liabilities in the Company’s Consolidated Balance Sheets. Adjusted EBITDA (Rolling 12-month) Adjusted EBITDA is net income before charges/credits relating to depreciation, amortization, impairment and certain non-GAAP adjustments. A rolling 12-month adjusted EBITDA is used in the net debt to adjusted EBITDA ratio to assess the appropriateness of the Company’s financial leverage. Twelve months ended (In millions, except ratios) March 31, 2026 2025 Net income $ 2,075 $ 1,592 Provision for income taxes 600 691 Interest expense, net 189 184 Other expense (income), net 30 (5 ) Restructuring activities(1) 25 63 Depreciation and amortization 384 360 Adjusted EBITDA $ 3,303 $ 2,885 Net Debt: Adjusted EBITDA 1.0x 1.1x (1) For the rolling twelve months ended March 31, 2026 and 2025, restructuring expenses primarily related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth, including a gain on the sale of a closed distribution center in November 2025, as well as incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States. Reconciliation of Net Income to Adjusted Net Income and Adjusted EPS - Diluted Three months ended March 31, (In millions, except per share amounts) 2026 2025 per share(1) per share(1) Net income $ 414 $ 2.13 $ 345 $ 1.73 Corporate restructuring expenses(2) 2 0.01 — — Business restructuring expenses(3) — — 51 0.26 Amortization of acquired intangibles 33 0.17 39 0.20 Discrete tax adjustments(4) 4 0.02 3 0.02 Tax impact-non-GAAP adjustments(5) (9 ) (0.05 ) (23 ) (0.12 ) Adjusted net income $ 444 $ 2.28 $ 415 $ 2.09 Diluted weighted-average shares outstanding 194.8 199.0 (1) Per share on a dilutive basis. (2) For the three months ended March 31, 2026, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States. (3) For the three months ended March 31, 2025, business restructuring expenses primarily related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth. (4) For the three months ended March 31, 2026 and 2025, discrete tax adjustments were mainly related to interest on uncertain tax positions. (5) For the three months ended March 31, 2026, the tax impact on non-GAAP adjustments primarily related to the amortization of acquired intangibles. For the three months ended March 31, 2025, the tax impact on non-GAAP adjustments related to the restructuring expenses and the amortization of acquired intangibles. Ferguson Enterprises Inc. Condensed Consolidated Statements of Earnings (unaudited) Three months ended March 31, (In millions, except per share amounts) 2026 2025 Net sales $ 7,472 $ 7,213 Cost of sales (5,154 ) (4,997 ) Gross profit 2,318 2,216 Selling, general and administrative expenses (1,607 ) (1,565 ) Restructuring expenses (2 ) (51 ) Depreciation and amortization (97 ) (93 ) Operating profit 612 507 Interest expense, net (45 ) (46 ) Other (expense) income, net (7 ) 8 Income before income taxes 560 469 Provision for income taxes (146 ) (124 ) Net income $ 414 $ 345 Earnings per share - Basic $ 2.13 $ 1.74 Earnings per share - Diluted $ 2.13 $ 1.73 Weighted average number of shares outstanding: Basic 194.6 198.8 Diluted 194.8 199.0 Ferguson Enterprises Inc. Condensed Consolidated Balance Sheets (unaudited) As of (In millions) March 31, 2026 December 31, 2025 Assets Cash and cash equivalents $ 820 $ 557 Accounts receivable, net 3,669 3,312 Inventories 4,676 4,588 Prepaid and other current assets 961 1,031 Assets held for sale 39 48 Total current assets 10,165 9,536 Property, plant and equipment, net 1,931 1,911 Operating lease right-of-use assets 1,893 1,832 Deferred income taxes, net 125 165 Goodwill 2,481 2,470 Other non-current assets 1,194 1,238 Total assets $ 17,789 $ 17,152 Liabilities and stockholders’ equity Accounts payable $ 3,677 $ 3,117 Other current liabilities 2,021 2,008 Total current liabilities 5,698 5,125 Long-term debt 3,979 3,978 Long-term portion of operating lease liabilities 1,489 1,436 Other long-term liabilities 749 756 Total liabilities 11,915 11,295 Total stockholders' equity 5,874 5,857 Total liabilities and stockholders' equity $ 17,789 $ 17,152 Ferguson Enterprises Inc. Condensed Consolidated Statements of Cash Flows (unaudited) (In millions) Three months ended March 31, 2026 2025 Cash flows from operating activities: Net income $ 414 $ 345 Depreciation and amortization 97 93 Share-based compensation 16 9 Changes in inventories (92 ) (54 ) Changes in receivables and other assets (275 ) (121 ) Changes in accounts payable and other liabilities 543 656 Other operating activities 69 (54 ) Net cash provided by operating activities 772 874 Cash flows from investing activities: Purchase of businesses acquired, net of cash acquired (10 ) (150 ) Capital expenditures (92 ) (73 ) Other investing activities 8 12 Net cash used in investing activities (94 ) (211 ) Cash flows from financing activities: Purchase of treasury shares (236 ) (207 ) Net change in debt and bank overdrafts — (419 ) Cash dividends (174 ) (166 ) Other financing activities (3 ) (22 ) Net cash used in financing activities (413 ) (814 ) Change in cash, cash equivalents and restricted cash 265 (151 ) Effects of exchange rate changes (2 ) 9 Cash, cash equivalents and restricted cash, beginning of period 581 773 Cash, cash equivalents and restricted cash, end of period $ 844 $ 631 View source version on businesswire.com: https://www.businesswire.com/news/home/20260505616731/en/ For further information please contact Investor relations
Pete Kennedy, Vice President Investor Relations
Mobile: +1 757 603 0111 Christen Rusbarsky, Director of Investor Relations
Mobile: +1 443 528 2533 Media inquiries
Christine Dwyer, Vice President of Communications and PR
Mobile: +1 757 469 5813 Original: Ferguson Reports First Quarter Ended March 31, 2026
US Market News
4月前
Ferguson Reports Strong Calendar 2025 Results and Issues 2026 GuidanceFebruary 24, 2026 6:45 AM
Business Wire
Full calendar year highlights
Sales were $31.3 billion, an increase of 5.0%, with continued market share gains.
Gross margin of 31.0% was 70 bps ahead of last year.
Operating margin of 8.9%, up 40 bps on prior year (9.6%, up 50 bps on an adjusted basis).
Diluted earnings per share of $10.16, up 24.2% ($10.58, up 13.4% on an adjusted basis).
Strong cash generation with $2.2 billion in operating cash flow.
Declared dividends of $3.38 per share.
Invested $276 million in eight acquisitions, generating annualized revenue in excess of $300 million.
Share repurchases of $0.9 billion during the year with an outstanding balance of approximately $0.6 billion remaining under the current share repurchase program at December 31, 2025.
Balance sheet remains strong with net debt to adjusted EBITDA of 1.1x.
Ferguson Enterprises Inc. (NYSE: FERG; LSE: FERG). As previously announced, the Company changed its fiscal year from ending July 31 of each year to ending December 31 of each year. There was a five-month transition period (August 1, 2025 to December 31, 2025) and these results are presented within the condensed consolidated financial statements. The Company’s current fiscal year commenced on January 1, 2026. Full calendar year as well as calendar 2025 fourth quarter results are presented below.
Kevin Murphy, Ferguson CEO, commented “Our associates delivered a strong year, continuing to provide essential water and air solutions for our customers. We are particularly pleased with double digit non-residential growth during the year and our continued performance against a challenging residential market. Our scale-advantaged business model and strong balance sheet enable us to invest in organic growth, consolidate our markets through acquisitions and return capital to shareholders.
“While our markets remain mixed as we enter 2026, we expect another year of outperformance, strong operational execution and continued investment to expand our market leading capabilities and scale. We are confident in our ability to capitalize on long-term growth drivers across both residential and non-residential markets as we provide essential water and air solutions for the complex project needs of the specialized professional.”
Calendar 2026 Guidance
Calendar 2026 Guidance
January 1 - December 31, 2026
Net sales
Low to mid-single digit growth
Adjusted operating margin*
9.4% - 9.8%
Interest expense
~$200 million
Capital expenditures
$350 - $400 million
Adjusted effective tax rate*
~26%
* The Company does not reconcile forward-looking non-GAAP measures. See “Non-GAAP Reconciliations and Supplementary information”.
Twelve months ended December 31,
US$ (In millions, except per share amounts)
2025
2024
Change
Reported
Adjusted(1)
Reported
Adjusted(1)
Reported
Adjusted
Net sales
31,316
31,316
29,818
29,818
+5.0 %
+5.0 %
Gross margin
31.0 %
31.0 %
30.3 %
30.3 %
+70 bps
+70 bps
Operating profit
2,789
3,011
2,528
2,705
+10.3 %
+11.3 %
Operating margin
8.9 %
9.6 %
8.5 %
9.1 %
+40 bps
+50 bps
Earnings per share - diluted
10.16
10.58
8.18
9.33
+24.2 %
+13.4 %
Adjusted EBITDA
3,243
2,905
+11.6 %
Net debt(1) : Adjusted EBITDA
1.1x
1.2x
Three months ended December 31,
US$ (In millions, except per share amounts)
2025
2024
Change
Reported
Adjusted(1)
Reported
Adjusted(1)
Reported
Adjusted
Net sales
7,495
7,495
7,234
7,234
+3.6 %
+3.6 %
Gross margin
30.6 %
30.6 %
29.7 %
29.7 %
+90 bps
+90 bps
Operating profit
596
625
509
549
+17.1 %
+13.8 %
Operating margin
8.0 %
8.3 %
7.0 %
7.6 %
+100 bps
+70 bps
Earnings per share - diluted
1.99
2.10
1.78
1.88
+11.8 %
+11.7 %
Adjusted EBITDA
686
601
+14.1 %
(1) The Company uses certain non-GAAP measures, which are not defined or specified under U.S. GAAP. See the section titled “Non-GAAP Reconciliations and Supplementary Information.”
Summary of financial results
Full calendar year
Net sales of $31.3 billion were 5.0% above last year driven by organic revenue growth of 4.5% and acquisition growth of 1.0%, partially offset by 0.4% from one fewer sales day and 0.1% from the combined adverse impact of foreign exchange rates and a divestment in Canada. Price inflation was low single digits.
Gross margin of 31.0% was 70 basis points ahead of last year driven by our associates’ strong execution and the timing and extent of supplier price increases. Reported operating profit was $2.8 billion (8.9% operating margin), 10.3% higher than last year. Adjusted operating profit of $3.0 billion (9.6% adjusted operating margin) was 11.3% above last year.
Reported diluted earnings per share was $10.16 (CY2024: $8.18), an increase of 24.2%, while adjusted diluted earnings per share of $10.58 increased 13.4% due to adjusted operating profit growth and the impact of share repurchases.
During the year we acquired eight businesses which in aggregate had annualized revenue in excess of $300 million.
Calendar fourth quarter
Net sales of $7.5 billion were 3.6% ahead of last year driven by organic revenue growth of 3.0% and acquisition growth of 0.9%, partially offset by 0.3% from the combined adverse impact of foreign exchange rates and a divestment in Canada. Price inflation was low to mid-single digits.
In the US, residential end markets, representing approximately half of revenue, remained weak. New residential housing starts and permit activity remained down and repair, maintenance and improvement (“RMI”) work has also remained soft. Overall, residential revenue was down 2% in the fourth quarter.
Non-residential end markets, representing approximately half of US revenue, performed better than residential. Our scale, expertise, multi-customer group approach and value added solutions drove continued share gains with non-residential revenue up 10% during the quarter. Growth continued to be underpinned by both waterworks and commercial / mechanical, including large capital project activity. Bidding and shipment activity on large capital projects remained solid.
Gross margin was 30.6%, an increase of 90 basis points over last year, driven by our associates’ disciplined execution. Operating expenses continued to be diligently managed while we continued to invest in core capabilities for future growth.
Reported operating profit of $596 million (8.0% operating margin) was 17.1% ahead of last year. Adjusted operating profit of $625 million (8.3% adjusted operating margin) was 13.8% ahead of last year.
Reported diluted earnings per share was $1.99 (Q4 CY 2024: $1.78), an increase of 11.8%, while adjusted diluted earnings per share of $2.10 increased 11.7%, driven principally by operating profit growth.
Segment overview
Twelve months ended
December 31,
US$ (In millions)
2025
2024
Change
Net sales:
USA
29,807
28,349
5.1 %
Canada
1,509
1,469
2.7 %
Total net sales
31,316
29,818
5.0 %
Adjusted operating profit:
USA
3,024
2,697
12.1 %
Canada
54
60
(10.0) %
Central and other costs
(67)
(52)
Total adjusted operating profit
3,011
2,705
11.3 %
Financial position
Net debt to adjusted EBITDA at December 31, 2025 was 1.1x and during the year we invested $0.4 billion in capital expenditures, invested $0.3 billion in eight acquisitions, paid $0.7 billion of dividends, and repurchased 4.5 million of our outstanding shares equating to $0.9 billion. We have a remaining outstanding balance of $0.6 billion under the current share repurchase program at December 31, 2025.
We have declared a quarterly dividend of $0.89. The dividend will be paid on April 30, 2026 to stockholders of record as of March 6, 2026.
Update on market opportunities and strategy
Later this morning, we look forward to providing an updated view of how we are uniquely positioned to provide essential water and air solutions for the complex needs of the specialized professional. We will discuss how our scale and capabilities combined with multi-year market opportunities in large capital projects, water infrastructure investment, climate & comfort and aging & underbuilt housing will allow us to continue outperforming the market and deliver shareholder value over the longer term.
Investor relations changes
The Board would like to congratulate Brian Lantz, Vice President Investor Relations and Communications, on his decision to retire effective May 1, 2026, and thank him for his significant contribution to Ferguson during the last five years, most notably establishing a strong investor relations presence in the US after helping to transition our primary listing from the London Stock Exchange to the New York Stock Exchange.
We are pleased to announce that Pete Kennedy has been promoted to Vice President Investor Relations and Christine Dwyer has been promoted to Vice President Communications and Public Relations. Pete has been with Ferguson for over ten years, initially in finance and the last seven years within investor relations, working closely with Brian. Christine brings over 25 years of experience in communications, including the last 15 at Ferguson.
Investor conference call and webcast
A call with Kevin Murphy, CEO and Bill Brundage, CFO will commence at 8:30 a.m. ET (1:30 p.m. GMT) today. The call will be recorded and available on our website after the event at corporate.ferguson.com.
Dial in number
US: +1 646 664 1960
UK: +44 (0) 20 3936 2999
Ask for the Ferguson call quoting 192073. To access the call via your laptop, tablet or mobile device please go to corporate.ferguson.com. If you have technical difficulties, please click the “Listen by Phone” button on the webcast player and dial the number provided.
About Ferguson
Ferguson (NYSE: FERG; LSE: 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. For more information, please visit corporate.ferguson.com.
Financial calendar
Q1 Results for period ending March 31, 2026
May 5, 2026 with call from 8:30 a.m. ET
Cautionary note on 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 or guidance regarding or relating to our future financial position, results of operations and growth, plans and objectives for the future including our capabilities and priorities, risks associated with changes in global and regional economic, market and political conditions, ability to manage supply chain challenges, ability to manage the impact of product price fluctuations, our financial condition and liquidity, legal or regulatory changes and other statements concerning the success of our business and strategies. Forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “forecasts,” “guidance,” “intends,” “continues,” “plans,” “projects,” “goal,” “target,” “aim,” “may,” “will,” “would,” “could” or “should” 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 future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Therefore, you should not place undue reliance on any of these forward-looking statements. Although we believe that the forward-looking statements contained in this announcement are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those contained in such forward-looking statements, including but not limited to: weakness in the economy, market trends, uncertainty and other conditions in the markets in which we operate 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); failure to rapidly identify or effectively respond to direct and/or end customers’ wants, expectations or trends, including costs and potential problems associated with new or upgraded information technology systems or our ability to timely deploy new omni-channel capabilities; decreased demand for our products as a result of operating in highly competitive industries and the impact of declines in the residential and non-residential markets and our ability to effectively manage inventory as a result; changes in competition, including as a result of market consolidation, new entrants, vertical integration or competitors responding more quickly to emerging technologies (such as generative or agentic artificial intelligence (“AI”)); failure of a key information technology system or process as well as payment-related risks, including exposure to fraud or theft; privacy and protection of sensitive data failures, including failures due to data corruption, cybersecurity incidents, network security breaches or the use of AI; ineffectiveness of or disruption in our domestic or international supply chain or our fulfillment network, including delays in inventory availability at our distribution facilities and branches, increased delivery costs or lack of availability due to loss of key suppliers; failure to effectively manage and protect our facilities and inventory or to prevent personal injury to customers, suppliers or associates, including as a result of workplace violence; unsuccessful execution of our operational strategies, including the failure to quickly adapt our strategy to emerging technologies; failure to attract, retain and motivate key associates; exposure of associates, contractors, customers, suppliers and other individuals to health and safety risks and fleet incidents; risks associated with acquisitions, partnerships, joint ventures and other business combinations, dispositions or strategic transactions; risks associated with sales of private label products, including regulatory, product liability and reputational risks and the adverse impact such sales may have on supplier relationships and rebates; the failure to achieve and maintain a high level of product and service quality or comply with responsible sourcing standards; inability to renew leases on favorable terms or at all, as well as any remaining obligations under a lease when we close a facility; changes in, interpretations of, or compliance with tax laws and accounting standards; our access to capital, indebtedness and changes in our credit ratings and outlook; fluctuations in product prices/costs (e.g., including as a result of the use of commodity-priced materials, inflation/deflation, trade restrictions and/or failure to qualify for or maintain supplier rebates) and foreign currency; funding risks related to our defined benefit pension plans; legal proceedings in the ordinary course of our business as well as any failure to comply with domestic and foreign laws, regulations and standards, as those laws, regulations and standards or interpretations and enforcement thereof may change; the occurrence of unforeseen developments such as litigation, investigations, governmental proceedings or enforcement actions; our failure to comply with the obligations associated with being a public company listed on the New York Stock Exchange and London Stock Exchange and the costs associated therewith; the costs and risk exposure relating to sustainability matters and disclosures, including regulatory or legal requirements and disparate stakeholder expectations; and other risks and uncertainties set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on September 26, 2025 and in other filings we make with the SEC in the future. 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, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Important note regarding results reported in this announcement
All historical calendar quarter and calendar year results, as well as the historical five month results, contained in this announcement have not been audited and have been derived from the books and records of the Company. As such, these results have not been subject to external audit or review procedures, and may be subject to adjustment. We expect to file a Transition Report on Form 10-KT on February 27, 2026, which will include audited results for the transition period from August 1, 2025 to December 31, 2025, and for the fiscal years ended July 31, 2025 and 2024. Investors are encouraged to review the information presented in this announcement in conjunction with our Transition Report on Form 10-KT, when available.
Non-GAAP Reconciliations and Supplementary Information
(unaudited)
Non-GAAP items
This announcement contains certain financial information that is not presented in conformity with U.S. GAAP. These non-GAAP financial measures include adjusted operating profit, adjusted operating margin, adjusted net income, adjusted earnings per share - diluted, adjusted EBITDA, adjusted effective tax rate, net debt and net debt to adjusted EBITDA ratio. The Company believes that these non-GAAP financial measures provide users of the Company’s financial information with additional meaningful information to assist in understanding financial results and assessing the Company’s performance from period to period. Management believes these measures are important indicators of operations because they exclude items that may not be indicative of our core operating results and provide a better baseline for analyzing trends in our underlying businesses, and they are consistent with how business performance is planned, reported and assessed internally by management and the Board. Such non-GAAP adjustments include amortization of acquired intangible assets, discrete tax items, and any other items that are non-recurring. Non-recurring items may include various restructuring charges, gains or losses on the disposals of businesses which by their nature do not reflect primary operations, as well as certain other items deemed non-recurring in nature and/or that are not a result of the Company’s primary operations. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. These non-GAAP financial measures should not be considered in isolation or as a substitute for results reported under U.S. GAAP. These non-GAAP financial measures reflect an additional way of viewing aspects of operations that, when viewed with U.S. GAAP results, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review the Company’s financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
The Company does not provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures on a forward-looking basis because it is unable to predict with reasonable certainty or without unreasonable effort non-recurring items, such as those described above, that may arise in the future. The variability of these items is unpredictable and may have a significant impact.
Reconciliation of Net Income to Adjusted Operating Profit and Adjusted EBITDA
Three months ended
Twelve months ended
December 31,
December 31,
(In millions)
2025
2024
2025
2024
Net income
$
389
$
356
$
2,006
$
1,651
Provision for income taxes
145
109
578
695
Interest expense, net
48
48
190
179
Other expense, net
14
(4
)
15
3
Operating profit
596
509
2,789
2,528
Restructuring activities(1)
(5
)
—
74
26
Amortization of acquired intangibles
34
40
148
151
Adjusted Operating Profit
625
549
3,011
2,705
Depreciation and impairment of PP&E
55
44
204
170
Amortization and impairment of non-acquired intangibles
6
8
28
30
Adjusted EBITDA
$
686
$
601
$
3,243
$
2,905
(1)
For the three and twelve months ended December 31, 2025, restructuring expenses primarily related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth, including a gain on the sale of a closed distribution center in November 2025. For the twelve months ended December 31, 2024, restructuring expenses related to incremental costs in connection with establishing a new corporate structure to domicile our parent company in the United States as of August 1, 2024, and related transition activities thereafter.
Net Debt : Adjusted EBITDA Reconciliation
To assess the appropriateness of its capital structure, the Company’s principal measure of financial leverage is net debt to adjusted EBITDA. The Company aims to operate with investment grade credit metrics and keep this ratio within one to two times.
Net debt
Net debt comprises bank overdrafts, bank and other loans and derivative financial instruments, excluding lease liabilities, less cash and cash equivalents. Long-term debt is presented net of debt issuance costs.
December 31,
(In millions)
2025
2024
Long-term debt
$
3,978
$
3,798
Short-term debt
148
400
Bank overdrafts(1)
—
124
Derivative liabilities
2
6
Cash and cash equivalents
(557
)
(722
)
Net debt
$
3,571
$
3,606
Adjusted EBITDA
$
3,243
$
2,905
Net Debt: Adjusted EBITDA
1.1x
1.2x
(1)
Bank overdrafts are included in other current liabilities in the Company’s Consolidated Balance Sheet.
Reconciliation of Net Income to Adjusted Net Income and Adjusted EPS - Diluted
Three months ended
December 31,
(In millions, except per share amounts)
2025
2024
per share(1)
per share(1)
Net income
$
389
$
1.99
$
356
$
1.78
Restructuring activities(2)
(5
)
(0.03
)
—
—
Amortization of acquired intangibles
34
0.18
40
0.20
Discrete tax adjustments(3)
(2
)
(0.01
)
(10
)
(0.05
)
Tax impact on non-GAAP adjustments(4)
(5
)
(0.03
)
(10
)
(0.05
)
Adjusted net income
$
411
$
2.10
$
376
$
1.88
Diluted weighted average shares outstanding
195.9
200.2
Twelve months ended
December 31,
(In millions, except per share amounts)
2025
2024
per share(1)
per share(1)
Net income
$
2,006
$
10.16
$
1,651
$
8.18
Restructuring activities(2)
74
0.38
26
0.13
Amortization of acquired intangibles
148
0.75
151
0.75
Discrete tax adjustments(3)
(87
)
(0.44
)
94
0.46
Tax impact on non-GAAP adjustments(4)
(53
)
(0.27
)
(39
)
(0.19
)
Adjusted net income
$
2,088
$
10.58
$
1,883
$
9.33
Diluted weighted average shares outstanding
197.4
201.9
(1)
Per share on a dilutive basis.
(2)
For the three and twelve months ended December 31, 2025, restructuring expenses primarily related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth, including a gain on the sale of a closed distribution center in November 2025. For the twelve months ended December 31, 2024, restructuring expenses related to incremental costs in connection with establishing a new corporate structure to domicile our parent company in the United States as of August 1, 2024, and related transition activities thereafter.
(3)
For the three months and twelve months ended December 31, 2025 and the three months ended December 31, 2024, discrete tax adjustments generally included the release of uncertain tax positions following the lapse of statute of limitations, adjustments in connection with amended returns and the tax treatment of certain compensation items, none of which were individually material. For the twelve months ended December 31, 2024, discrete tax adjustments primarily related to non-recurring, non-cash deferred tax charges of $137 million, resulting from the elimination of certain pre-existing U.K. tax attributes as part of the establishment of our parent company’s domicile in the United States as of August 1, 2024. This charge was partially offset by other discrete tax adjustments as noted for the three and twelve months ended December 31, 2025 and three months ended December 31, 2024.
(4)
For the three and twelve months ended December 31, 2025, the tax impact on non-GAAP adjustments primarily related to restructuring activities and the amortization of acquired intangibles. For the three and twelve months ended December 31, 2024, the tax impact on non-GAAP adjustments primarily related to the amortization of acquired intangibles.
Ferguson Enterprises Inc.
Condensed Consolidated Statements of Earnings
(unaudited)
Three months ended
Twelve months ended
December 31,
December 31,
(In millions, except per share amounts)
2025
2024
2025
2024
Net sales
$7,495
$7,234
$31,316
$29,818
Cost of sales
(5,199
)
(5,086
)
(21,608
)
(20,774
)
Gross profit
2,296
2,148
9,708
9,044
Selling, general and administrative expenses
(1,610
)
(1,547
)
(6,465
)
(6,139
)
Restructuring activities
5
—
(74
)
(26
)
Depreciation and amortization
(95
)
(92
)
(380
)
(351
)
Operating profit
596
509
2,789
2,528
Interest expense, net
(48
)
(48
)
(190
)
(179
)
Other (expense) income, net
(14
)
4
(15
)
(3
)
Income before income taxes
534
465
2,584
2,346
Provision for income taxes
(145
)
(109
)
(578
)
(695
)
Net income
$389
$356
$2,006
$1,651
Earnings per share - Basic
$1.99
$1.78
$10.18
$8.19
Earnings per share - Diluted
$1.99
$1.78
$10.16
$8.18
Weighted average number of shares outstanding:
Basic
195.7
200.0
197.1
201.5
Diluted
195.9
200.2
197.4
201.9
Ferguson Enterprises Inc.
Condensed Consolidated Statements of Earnings
(unaudited)
Five months ended
December 31,
(In millions, except per share amounts)
2025
2024
Net sales
12,833
$12,279
Cost of sales
(8,903
)
(8,622
)
Gross profit
3,930
3,657
Selling, general and administrative expenses
(2,677
)
(2,587
)
Restructuring activities
3
(3
)
Depreciation and amortization
(157
)
(151
)
Operating profit
1,099
916
Interest expense, net
(79
)
(79
)
Other income (expense), net
(17
)
5
Income before income taxes
1,003
842
Provision for income taxes
(217
)
(206
)
Net income
786
$636
Earnings per share - Basic
$4.01
$3.17
Earnings per share - Diluted
$4.01
$3.17
Weighted average shares outstanding:
Basic
195.9
200.4
Diluted
196.2
200.7
Ferguson Enterprises Inc.
Condensed Consolidated Balance Sheets
(unaudited)
December 31,
July 31,
(In millions)
2025
2025
Assets
Cash and cash equivalents
$557
$674
Accounts receivable, net
3,312
3,964
Inventories
4,588
4,492
Prepaid and other current assets
1,031
945
Assets held for sale
48
71
Total current assets
9,536
10,146
Property, plant and equipment, net
1,911
1,846
Operating lease right-of-use assets
1,832
1,763
Deferred income taxes, net
165
225
Goodwill
2,470
2,464
Other non-current assets
1,238
1,285
Total assets
$17,152
$17,729
Liabilities and stockholders’ equity
Accounts payable
$3,117
$3,577
Other current liabilities
2,008
2,451
Total current liabilities
5,125
6,028
Long-term debt
3,978
3,752
Long-term portion of operating lease liabilities
1,436
1,367
Other long-term liabilities
756
750
Total liabilities
11,295
11,897
Total stockholders' equity
5,857
5,832
Total liabilities and stockholders' equity
$17,152
$17,729
Ferguson Enterprises Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(In millions)
Twelve months ended
December 31,
2025
2024
Cash flows from operating activities:
Net income
$2,006
$1,651
Depreciation and amortization
380
351
Share-based compensation
88
36
Changes in deferred income taxes
44
128
Changes in inventories
(179
)
(241
)
Changes in receivables and other assets
(210
)
(41
)
Changes in accounts payable and other liabilities
95
176
Changes in income taxes payable
(41
)
2
Other operating activities
(2
)
9
Net cash provided by operating activities
2,181
2,071
Cash flows from investing activities:
Purchase of businesses acquired, net of cash acquired
(276
)
(297
)
Capital expenditures
(354
)
(328
)
Other investing activities
85
10
Net cash used in investing activities
(545
)
(615
)
Cash flows from financing activities:
Purchase of treasury shares
(902
)
(893
)
Proceeds from sale of treasury shares
—
17
Net change in debt and bank overdrafts
(202
)
(717
)
Cash dividends
(656
)
(637
)
Other financing activities
(88
)
(69
)
Net cash used in financing activities
(1,848
)
(2,299
)
Change in cash, cash equivalents and restricted cash
(212
)
(843
)
Effects of exchange rate changes
20
(27
)
Cash, cash equivalents and restricted cash, beginning of period
773
1,643
Cash, cash equivalents and restricted cash, end of period
$581
$773
Ferguson Enterprises Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(In millions)
Five months ended
Twelve months ended
December 31,
July 31,
2025
2025
2024
Cash flows from operating activities:
Net income
$786
$1,856
$1,735
Depreciation and amortization
157
373
335
Share-based compensation
70
28
49
Changes in inventories
(87
)
(273
)
(252
)
Changes in receivables and other assets
553
(321
)
(98
)
Changes in accounts payable and other liabilities
(706
)
278
11
Other operating activities
86
(33
)
93
Net cash provided by operating activities
859
1,908
1,873
Cash flows from investing activities:
Purchase of businesses acquired, net of cash acquired
(21
)
(301
)
(260
)
Capital expenditures
(185
)
(305
)
(372
)
Other investing activities
42
63
31
Net cash used in investing activities
(164
)
(543
)
(601
)
Cash flows from financing activities:
Purchase of treasury shares
(407
)
(948
)
(634
)
Proceeds from sale of treasury shares
—
—
17
Net change in debt and bank overdrafts
(33
)
225
129
Cash dividends
(326
)
(489
)
(784
)
Other financing activities
(57
)
(74
)
(41
)
Net cash used in financing activities
(823
)
(1,286
)
(1,313
)
Change in cash, cash equivalents and restricted cash
(128
)
79
(41
)
Effects of exchange rate changes
2
3
(3
)
Cash, cash equivalents and restricted cash, beginning of period
707
625
669
Cash, cash equivalents and restricted cash, end of period
$581
$707
$625
View source version on businesswire.com: https://www.businesswire.com/news/home/20260224860374/en/
For further information please contact Investor relations
Brian Lantz, Vice President IR and Communications
Mobile: +1 224 285 2410
Pete Kennedy, Vice President Investor Relations
Mobile: +1 757 603 0111
Media inquiries
Christine Dwyer, Vice President Communications and PR
Mobile: +1 757 469 5813
Original: Ferguson Reports Strong Calendar 2025 Results and Issues 2026 Guidance
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