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Ferguson is the largest value-added distributor serving the water and air specialized professional in our $340 billion residential and non-residential North American construction market. 10-K, Item 1
12 paragraphs in Risk Factors of the 10-K filed Sep 26, 2025 with nothing like them in the 10-K filed Sep 25, 2024. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 81 Industrials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Any of these events could impair the ability of our customers to make full and timely payments for, or reduce the volume of, products our customers purchase from us and could cause increased pressure on our selling prices. In particular, our customers may be affected by the shortage of skilled trade professionals in the U.S. If the shortage continues, it could lead to customers delaying or failing to place orders due to a lack of sufficient skilled trade professionals needed to take on additional projects.
Furthermore, any of these conditions could affect key suppliers, which could impair their ability to deliver products and result in delays for our customers or added costs. Accordingly, any prolonged uncertainty about current or future micro- or macro-economic conditions and potential volatility in our relevant end markets has in the past and may in the future negatively impact our business, financial condition and results of operations.
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We operate a variety of pension plans, including defined benefit plans in Canada and the U.K. The amount we are required to contribute to these plans is determined by the laws and regulations governing each plan and is generally related to the funded status of the plans. A deterioration in the value of the plans’ investments or a decrease in the discount rate used to calculate plan liabilities generally would negatively impact the funding status of the plans, which may result in an increase in our obligation to make contributions to the plans.
The U.K. defined benefit pension plan (the “U.K. Plan”), our largest defined benefit plan, is closed to future service costs. The trustee of the U.K. Plan has purchased a bulk annuity insurance policy that provides an income stream equivalent to the obligations to pensioners covered by the arrangement. As a result, the Company is no longer expected to make ongoing deficit reduction contributions to the U.K. Plan, but will make ongoing contributions to cover the plan’s expenses and other payments that may be required.
In spite of the efforts taken to match our plan liabilities with a portfolio of assets designed to hedge the underlying interest, inflation and longevity risk, certain actions by pensions regulators or the trustees of our pension plans, any material revisions to existing pension legislation or any failure by the insurer to fulfill its obligations could result in us being required to incur significant additional costs immediately or in short time frames. Such costs could reduce the cash available for working capital and other corporate uses, and may have an adverse impact on the Company’s financial condition.
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Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs, sanctions or taxes on imports from countries where we import products or raw materials (either directly or through our suppliers), could have a material adverse impact on our competitive position, business, financial condition and results of operations. Recently, the U.S. has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide. Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the U.S. The U.S. has and may in the future pause, reimpose or increase tariffs, and countries subject to such tariffs have and in the future may impose reciprocal tariffs or other retaliatory countermeasures in response to the imposition of tariffs by the U.S. If these tariffs are fully implemented and we are unable to pass on the costs of these tariffs to our customers, our gross profits will be reduced. In addition, if our customers’ costs are increased, we could suffer from decreased demand as our customers may choose to delay or cancel projects and other purchases that include the products that we sell to them.
Conversely, if tariffs, duties or quotas are lifted or if the level of imported products otherwise increases, we could be adversely affected to the extent that we would then have higher-cost products in our inventory or experience lower prices and margins due to increased supplies of these products that could drive down prices and margins. If prices of these products were to decrease significantly, we might not be able to profitably sell these products, and the value of our inventory would decline. In addition, significant price decreases could result in a significantly longer holding period for some of our inventory.
Trade restrictions could be adopted with little to no advanced notice, and we may not be able to effectively mitigate the adverse impacts from such measures.
Similar paragraph at 1 of 81 other Industrials companies: JCIRead in the 10-K ↗
Additionally, the loss of key supplier arrangements could have a material adverse impact on us. Although in many instances we have agreements with our suppliers, these agreements are generally terminable by either party on limited notice. Failure by our suppliers to continue to supply us with products on commercially reasonable terms, or at all, could put pressure on operating margins, result in reduced customer purchases or lead to termination of certain customer relationships, any of which could have a material adverse effect on our business, financial condition and results of operations. These risks may be amplified in cases where we are unable to identify and secure alternative sources of supply. Furthermore, more of our existing suppliers may decide to supply products directly to end users that are our existing or potential customers, which could have a detrimental effect on our ability to keep and procure customers, and maintain and win business, thereby having a material adverse effect on our business, financial condition and results of operations.
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For example, the rapid evolution of AI and machine learning technologies and the implementation of pilot programs integrating generative AI into both our internal and external-facing systems may intensify our cybersecurity, privacy and data security risks, such as the risk of increased vulnerability to cybersecurity threats and exposure or theft of proprietary, confidential, personal or otherwise sensitive information (which could result in such information being made available to our competitors and other members of the public), the generation of factually incorrect or biased outputs and reliance on outdated or unverified data.
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We rely on information technology systems, networks, products, and services, some of which are managed by service providers to protect our information. Increased information security threats and more sophisticated threat actors pose a risk to our information security program. Additionally, we collect, store, and process personal information relating to our customers, suppliers, and associates. This information is increasingly subject to a variety of international and U.S. federal and/or state laws and regulations that are constantly changing and becoming more complex.
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We are subject to income taxes in the U.S. and various other countries globally. Changes in tax laws, regulations and treaties and conflicts in related interpretations or guidance may result in payments greater or less than amounts accrued, which could have a negative impact on our provision for income taxes. In addition, our future earnings and the value of our deferred tax assets and liabilities could be negatively impacted by further changes in tax legislation, including changes in tax rates, tax laws and changes in the rules for earnings repatriations in the U.S. or other countries.
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41 paragraphs in the 10-Q filed Nov 9, 2026 with nothing like them in the 10-Q filed Aug 10, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
(3) Incremental costs related to the FloWorks Acquisition are not included in segment adjusted operating profit.
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The Company’s net deferred tax position shifted from a net deferred tax asset as of December 31, 2025, to a net deferred tax liability as of September 30, 2026, primarily due to the FloWorks Acquisition. The acquired deferred tax liabilities primarily reflect differences between the financial reporting basis and tax basis of acquired intangible assets. The purchase price allocation, including the related deferred tax amounts, remains preliminary and may be adjusted during the measurement period as additional information becomes available.
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In November 2026, the Company and certain of its subsidiaries entered into an amendment and restatement of the agreements governing the Receivables Facility. Among other things, the amendments extended the scheduled termination date of the Receivables Facility until November 2029. For additional information, see Part II, Item 5, "Other Information.”
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On August 11, 2026, the Company, as borrower, entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Ferguson UK Holdings Limited (“FUKHL”), as guarantor, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders. The Term Loan Credit Agreement provides for a term loan facility in an aggregate committed amount of up to $ 900 million (the “Term Loan Facility”), which is unsecured and matures August 31, 2029. Capitalized terms used in this summary have the meaning set forth in the Term Loan Credit Agreement. The Borrowing under the Term Loan Facility bears interest, at the Company’s option, at either the Base Rate or the Term SOFR Rate, plus a margin. The proceeds of the Term Loan Facility were used to fund a portion of the consideration, including related fees and expenses, payable in connection with the FloWorks Acquisition.
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As of September 30, 2026, $ 850 million of the borrowing under the Term Loan Facility was outstanding. The interest rate under the Term Loan Facility was approximately 4.9 % as of September 30, 2026.
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In November 2026, $ 150 million of private placement notes will mature. The remaining $ 150 million of private placement notes will mature in September 2027.
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In August 2026, the Company issued and sold an aggregate of $ 1.2 billion of unsecured senior notes in two series: $ 700 million of 4.80 % senior notes due August 2029 and $ 500 million of 5.60 % senior notes due August 2036 (together, the “August 2026 Senior Notes”). The obligations of the Company under the August 2026 Senior Notes are fully and unconditionally guaranteed by FUKHL.
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Each series of August 2026 Senior Notes may be redeemed, in whole or in part, at any time at the applicable redemption prices and on the terms and conditions set forth in the supplemental indenture and indenture governing the August 2026 Senior Notes (the “Indenture”). The Indenture contains certain covenants and restrictions, including covenants that limit the Company’s and FUKHL’s ability to incur specified debt secured by liens and that require the Company and FUKHL to satisfy certain conditions in order to merge or consolidate with another entity. The Indenture also provides for customary events of default.
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Concurrently with the Term Loan Credit Agreement and in connection with the FloWorks Acquisition, the Company, as borrower, entered into a bridge term loan credit agreement (the “Bridge Credit Agreement”). The Bridge Credit Agreement provided for an unsecured bridge credit facility of up to $ 700 million (the “Bridge Facility”). Following the issuance of the August 2026 Senior Notes, the commitments under the Bridge Credit Agreement were terminated in full on August 14, 2026. The Bridge Facility was never drawn.
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Net interest expense was $64 million and $47 million for the third quarters of 2026 and 2025, respectively, and $161 million and $142 million for the year-to-date periods of 2026 and 2025, respectively. The year-over-year increases in net interest expense were primarily due to higher average debt resulting from the Company’s $1.2 billion of unsecured senior notes and $900 million of term loans entered into during the third quarter of 2026, mainly to provide funding for the FloWorks Acquisition.
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(5) For the three and nine months ended September 30, 2026, the Company disposed of a non-operating entity at a loss. This loss is included in other expense, net in the Company’s consolidated statement of earnings.
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In November 2026, $150 million of private placement notes will mature. The remaining $150 million of private placement notes will mature in September 2027.
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In November 2026, the Company and certain of its subsidiaries entered into an amendment and restatement of the agreements governing the Receivables Facility. Among other things, the amendments extended the scheduled termination date of the Receivables Facility until November 2029. For additional information, see Part II, Item 5, "Other Information.”
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In August 2026, the Company entered into an unsecured $900 million term loan facility (the “Term Loan Facility”) and an unsecured $700 million bridge facility (the “Bridge Facility”) to finance a portion of the purchase price, fees and expenses associated with the FloWorks Acquisition. The FloWorks Acquisition was funded through net proceeds from the August 2026 Senior Notes, a borrowing under the Term Loan Facility and available cash on hand, and the Bridge Facility was never drawn. The commitments under the Bridge Facility were terminated in full on August 14, 2026. The Term Loan Facility matures on August 31, 2029. As of September 30, 2026, $850 million of the borrowing was outstanding under the Term Loan Facility.
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On November 4, 2026, the Board approved and adopted the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective immediately. Among other things, the Amended Bylaws:
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• Revise the advance notice provisions for stockholder nominations and proposals to clarify that:
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◦ stockholders may authorize a representative to present a nomination or proposal by electronic transmission.
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• Require any stockholder soliciting proxies from other stockholders to use a proxy card color other than white, which is reserved for the exclusive use of the Board.
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• Clarify that an officer to whom the Board has delegated such authority may fill officer vacancies.
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◦ that mandatory advancement of expenses applies only in connection with the defense of a proceeding;
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◦ that an indemnitee may deliver the undertaking required to receive advancement either in a separate writing or by signing an indemnification agreement that includes the undertaking;
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◦ that officers appointed by another officer under authority delegated by the Board are officers for purposes of the indemnification bylaw; and
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◦ that indemnification and advancement are not available in a proceeding initiated by an indemnitee unless the commencement of the proceeding was authorized by the Board in advance.
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The Amended Bylaws also include certain technical, clarifying and conforming changes, including, without limitation, updates to defined terms, deletion of unnecessary language and the removal of an obsolete transition provision.
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The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended Bylaws, filed as Exhibit 3.2 to this Quarterly Report.
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On November 6, 2026, the Company and certain of its subsidiaries entered into (i) an Amended and Restated Receivables Purchase Agreement (the “A&R Receivables Purchase Agreement”), among the Company, Ferguson Receivables, LLC (“FRL”) and certain other subsidiaries, the conduit purchasers, committed purchasers, letter of credit banks and facility agents party thereto, and Royal Bank of Canada, as administrative agent, and (ii) an Amended and Restated Purchase and Contribution Agreement (the “A&R Purchase and Contribution Agreement” and, together with the A&R Receivables Purchase Agreement, the “Amended Agreements”), among Ferguson Enterprises, LLC, FRL and certain other subsidiaries of the Company.
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Among other things, the Amended Agreements: (i) extend the scheduled termination date of the Receivables Facility from October 29, 2027 to November 6, 2029; (ii) modify certain termination event provisions, including by increasing the cross-default and judgment thresholds that apply to the Company and its subsidiaries (other than FRL); and (iii) make certain other technical updates.
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The foregoing description is a summary and is qualified in its entirety by reference to the full text of the A&R Receivables Purchase Agreement and A&R Purchase and Contribution Agreement, filed as Exhibits 10.2 and 10.3, respectively, to this Quarterly Report.
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3.1 Amended and Restated Certificate of Incorporation of Ferguson Enterprises Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on August 1, 2024).
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3.2* Amended and Restated Bylaws of Ferguson Enterprises Inc., dated November 4, 2026.
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10.1 Term Loan Credit Agreement, dated August 11, 2026, by and among Ferguson Enterprises Inc., as borrower, Ferguson UK Holdings Limited, as guarantor, the other guarantors from time to time party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on August 11, 2026).
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10.2*† Amended and Restated Receivables Purchase Agreement, dated as of November 6, 2026, among Ferguson Receivables, LLC as seller, Ferguson Enterprises, LLC as servicer, each of the originators, conduit purchasers, committed purchasers, letters of credit banks, and facility agents party thereto, Royal Bank of Canada as administrative agent, and Ferguson Enterprises Inc. as parent.
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10.3* Amended and Restated Purchase and Contribution Agreement, dated as of November 6, 2026, among Ferguson Receivables, LLC as purchaser, Ferguson Enterprises, LLC as servicer, and its various subsidiaries party thereto as originators.
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31.1* Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2* Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1** Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2** Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
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101. INS* Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
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104* Cover Page Interactive Data File (embedded within the Inline XBRL document)
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† Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
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The Registrant agrees to furnish to the SEC, upon request, copies of any instruments that define the rights of holders of long-term debt of the Registrant that are not filed as exhibits to this Quarterly Report.
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Item 1A of the 10-Q filed Nov 9, 2026 against Item 1A of the 10-K filed Sep 26, 2025.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
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