[8-K] US Foods Holding Corp. Reports Material Event

Rhea-AI Filing Summary

US Foods Holding Corp. (USFD) announced that it and Performance Food Group Company have mutually agreed to end their previously announced information sharing process and will no longer pursue a potential combination. In the same update, US Foods said it is reaffirming its fiscal year 2025 guidance and its 2025–2027 long-range plan growth algorithm that were outlined on its third quarter earnings call.

The company also disclosed its intent to enter into an accelerated share repurchase agreement for an aggregate of $250 million of common stock under its existing repurchase authorization. In addition, the Board of Directors has approved a new $1 billion share repurchase program, signaling a substantial commitment to returning capital through stock buybacks.

Positive

• Reaffirmed outlook: US Foods reaffirmed its fiscal year 2025 guidance and 2025–2027 long-range growth algorithm, supporting confidence in its stand‑alone plan.
• Large capital return: The company plans an accelerated share repurchase of $250 million and received Board approval for a new $1 billion share repurchase program.

Negative

• Terminated strategic option: US Foods and Performance Food Group Company mutually ended their information sharing process and will no longer pursue a potential combination, removing a previously contemplated merger path.

Insights

Equity Capital Markets Analyst

US Foods cancels a potential merger but pairs it with large buybacks and reaffirmed growth plans.

US Foods and Performance Food Group Company have ended their exploration of a potential combination, which removes a major strategic transaction from the near-term landscape. For investors who anticipated merger-driven synergies or scale benefits, this is a notable change in the strategic outlook.

At the same time, the company reaffirmed its fiscal year 2025 guidance and its 2025–2027 long-range growth algorithm previously discussed, indicating that its stand‑alone plan remains intact. Management also plans an accelerated share repurchase for $250 million of common stock and has Board approval for an additional $1 billion share repurchase program, which together represent a sizeable capital return commitment.

This combination of a terminated combination process and expanded buyback authorization suggests a focus on executing the existing plan and using excess capital to repurchase shares, with actual impact depending on the pace and scale of completed repurchases over the guidance period.

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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): November 24, 2025

_____________________________________________________________________________________

US FOODS HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-37786

26-0347906

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

9399 W. Higgins Road, Suite 100

Rosemont, IL 60018

(Address of principal executive offices) (Zip code)

(847) 720-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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

Common Stock, par value $0.01 per share

USFD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 7.01. Regulation FD Disclosure.

On November 24, 2025, US Foods Holding Corp. (the "Company"), issued a press release announcing that the Company and Performance Food Group Company have terminated the previously-announced information sharing process by mutual agreement and will no longer pursue a potential combination.

Additionally, the Company announced in the press release that it is reaffirming its fiscal year 2025 guidance and 2025 to 2027 long-range plan growth algorithm provided on its third quarter earnings call on November 6, 2025. The Company also announced its intent to enter into an accelerated share repurchase agreement for an aggregate of $250 million of the Company's common stock, as part of its previously authorized share repurchase program, and that the Company’s Board of Directors has approved a new $1 billion share repurchase program. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. For important information about forward looking statements, see the information under the heading “Forward-Looking Statements” in Exhibit 99.1 attached hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
99.1						Press Release of US Foods Holding Corp., dated November 24, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATED: November 24, 2025						US Foods Holding Corp.
						By:			/s/ Dirk J. Locascio
									Dirk J. Locascio
									Chief Financial Officer

FAQ

What did US Foods (USFD) announce about its potential combination with Performance Food Group?

US Foods stated that it and Performance Food Group Company have terminated their previously announced information sharing process by mutual agreement and will no longer pursue a potential combination.

Did US Foods (USFD) change its financial guidance in this update?

No. US Foods announced it is reaffirming its fiscal year 2025 guidance and its 2025 to 2027 long-range plan growth algorithm that were previously provided on its third quarter 2025 earnings call.

What share repurchase actions did US Foods (USFD) announce?

US Foods announced its intent to enter into an accelerated share repurchase agreement for an aggregate of $250 million of common stock under its existing program and that its Board approved a new $1 billion share repurchase program.

Is the information in this US Foods (USFD) 8-K considered filed for liability purposes?

The company stated that the information in Item 7.01 and Exhibit 99.1 is furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934 and is not subject to Section 18 liabilities except as expressly incorporated by reference elsewhere.

Where can investors find more details about US Foods’ announcements on November 24, 2025?

Additional details are contained in the press release furnished as Exhibit 99.1, dated November 24, 2025, which includes the company’s forward-looking statements information.

What type of agreement is US Foods (USFD) planning for its stock buyback?

US Foods intends to enter into an accelerated share repurchase agreement covering an aggregate of $250 million of its common stock as part of its previously authorized share repurchase program.