ACI enters $750M accelerated repurchase; program now totals $2.75B

Rhea-AI Filing Summary

Albertsons Companies (ACI) entered an accelerated share repurchase (ASR) with JPMorgan to repurchase $750 million of common stock as part of its buyback program. The company will pay $750 million on October 15, 2025, and expects an initial delivery of approximately 80% of the shares initially underlying the ASR.

The final number of shares will be determined by the volume‑weighted average price of ACI stock during the ASR term, less a discount, with customary adjustments. The transactions are expected to be completed no later than the first quarter of 2026. The Board also increased the total share repurchase authorization to $2.75 billion, inclusive of this ASR.

Insights

Capital markets analyst

$750M ASR launched; total authorization now $2.75B.

Albertsons committed $750 million to an ASR with JPMorgan, with about 80% of shares delivered upfront. The final share count will reflect the stock’s volume‑weighted average price over the ASR period, less a discount, per customary terms.

This structure front‑loads share retirement while deferring the final settlement until pricing periods conclude. The company states completion is expected by Q1 2026, aligning cash outlay timing with buyback execution mechanics.

The Board lifted total repurchase capacity to $2.75 billion. Actual impact on share count will depend on trading prices and the ASR’s adjustment features described in the agreement.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 14, 2025

Albertsons Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39350

47-4376911

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

250 Parkcenter Blvd.

Boise, Idaho 83706

(Address of principal executive office and zip code)

(208) 395-6200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, $0.01 par value			ACI			New York Stock Exchange

			Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
			Emerging growth company			☐
			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 14, 2025, Albertsons Companies, Inc. (the "Company"), entered into an accelerated share repurchase agreement (the "ASR Agreement") with JPMorgan Chase Bank, National Association ("Chase") to repurchase $750 million of the Company's shares of common stock (the "Accelerated Share Repurchase") as part of the Company's previously announced share repurchase program.

Under the ASR agreement, on October 15, 2025, the Company will make an aggregate payment of $750 million to Chase and expects to receive an initial delivery of approximately 80% of the shares of the Company's common stock initially underlying the ASR Agreement. The total number of shares to be repurchased by the Company pursuant to the ASR Agreement will be based on the volume-weighted average price of the Company's common stock on specified dates during the term of the ASR Agreement, less a discount, and subject to customary adjustments under the terms and conditions of the ASR Agreement. The transactions under the ASR Agreement are expected to be completed no later than the first quarter of 2026.

The ASR Agreement contains the terms of the Accelerated Share Repurchase, including, but not limited to, the share calculation mechanism, delivery timing, circumstances under which Chase is permitted to make adjustments to valuation and calculation periods, mutual representations and warranties, and early termination conditions. This summary is qualified in its entirety by reference to the ASR Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

On October 14, 2025, the Company issued a press release announcing that it had entered into the ASR Agreement and that its Board of Directors authorized an increase in its total share repurchase program to $2.75 billion inclusive of the ASR Agreement. A copy of the Company's press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

10.1						Master Confirmation - Accelerated Share Repurchase Agreement, between the Company and JPMorgan Chase, National Association dated October 14, 2025
99.1						Press Release dated October 14, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Albertsons Companies, Inc.
			(Registrant)
October 15, 2025			By:			/s/ Thomas Moriarty
			Name:			Thomas Moriarty
			Title:			Executive Vice President, M&A and Corporate Affairs

FAQ

What did Albertsons (ACI) announce regarding share repurchases?

Albertsons entered a $750 million accelerated share repurchase (ASR) with JPMorgan to buy back common stock.

When will Albertsons pay for the ASR and receive initial shares?

The company will pay $750 million on October 15, 2025 and expects an initial delivery of about 80% of the ASR shares.

How is the final number of shares in the ASR determined for ACI?

By the volume‑weighted average price of the stock during the ASR term, less a discount, with customary adjustments.

When is the Albertsons ASR expected to be completed?

The transactions are expected to be completed no later than the first quarter of 2026.

What is the updated total share repurchase authorization for ACI?

The Board authorized an increase to $2.75 billion, inclusive of the $750 million ASR.

Who is Albertsons’ counterparty for the ASR?

The counterparty is JPMorgan Chase Bank, National Association.