01—Abstract
Summary
Summary of the 8-K filed November 24, 2025. Cited figures are marked; the original filing is the authoritative source.
US Foods Holding Corp. (NYSE: USFD) announced on November 24, 2025 that it and Performance Food Group (NYSE: PFGC) have terminated their previously announced information sharing process by mutual agreement and will no longer pursue a potential combination.
The company said its Board and Executive Leadership Team concluded that executing its Long-range Plan, including its disciplined capital allocation framework, is the best path to long-term value creation for shareholders. US Foods reaffirmed its fiscal 2025 outlook, first provided on November 6, 2025, and its 2025 to 2027 Long-range Plan growth algorithm. That algorithm calls for 5%a Net Sales Compound Annual Growth Rate (CAGR), 10% Adjusted EBITDA CAGR, at least 20 basis points of annual Adjusted EBITDA margin expansion, and 20% Adjusted Diluted EPS CAGR.
The company noted it is not providing a reconciliation of these forward-looking non-GAAP measures. On the capital return front, the company intends to enter into an accelerated share repurchase agreement for $250 millionb of its common stock, executed under its previously authorized program. The Board also approved a new $1 billion share repurchase program.
02—Key points
Key Highlights
- Termination of the information sharing process with Performance Food Group (NYSE: PFGC); the companies will no longer pursue a potential combination, by mutual agreement.
- Management stated the decision followed analysis of synergies and regulatory considerations, and that standalone execution of the Long-range Plan is the best path to long-term value.
- Reaffirmed fiscal 2025 outlook provided on November 6, 2025, and the 2025 to 2027 Long-range Plan.
- Long-range Plan growth algorithm: 5% Net Sales CAGR, 10% Adjusted EBITDA CAGR, at least 20 basis points of annual Adjusted EBITDA margin expansion, and 20% Adjusted Diluted EPS CAGR.
- Intent to enter into a $250 million accelerated share repurchase agreement under the previously authorized program.
- Board approved a new $1 billion share repurchase program.
- Press release furnished as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure), not deemed filed under Section 18 of the Exchange Act.
03—Questions
Frequently Asked Questions
Why did US Foods and Performance Food Group end their potential combination?
The companies terminated the information sharing process by mutual agreement. US Foods said its Board and Executive Leadership Team concluded, after analyzing synergies and regulatory considerations, that terminating discussions was in the best interest of US Foods and its shareholders.
Is US Foods changing its financial guidance?
No. US Foods reaffirmed its fiscal 2025 outlook provided on November 6, 2025, and its 2025 to 2027 Long-range Plan growth algorithm.
What are the targets in the 2025 to 2027 Long-range Plan?
The growth algorithm includes a 5% Net Sales Compound Annual Growth Rate, a 10% Adjusted EBITDA CAGR, at least 20 basis points of annual Adjusted EBITDA margin expansion, and a 20% Adjusted Diluted EPS CAGR.
How much capital is US Foods returning to shareholders?
US Foods intends to enter into a $250 million accelerated share repurchase agreement under its previously authorized program, and its Board approved a new $1 billion share repurchase program.
Does the press release create any new legal liability under the Exchange Act?
The information in Item 7.01 and Exhibit 99.1 is furnished, not filed, and is not deemed filed for purposes of Section 18 of the Exchange Act. It is also not incorporated by reference into Securities Act or Exchange Act filings unless specifically referenced.
04—Continue