US Foods and Performance Food Group call off merger talks

Nov 24, 2025 ROSEMONT, Ill.–(BUSINESS WIRE)–US Foods Holding Corp. BB #:134354 today announced that the Company and Performance Food Group BB #:137847 have terminated the previously announced information sharing process by mutual agreement and will no longer pursue a potential combination.

US Foods also reiterates its Fiscal 2025 Outlook and 2025 to 2027 Long-range Plan and announces a planned $250 million accelerated share repurchase (ASR) agreement under its current authorization. In addition, the Board of Directors approved a new $1 billion share repurchase authorization.

“We have completed our thorough analysis, including synergies and regulatory considerations, of the potential benefits of a combination with PFG. While we are pleased to have engaged in this exploratory process together, our Board of Directors and the Executive Leadership Team have determined that it is in the best interest of US Foods and its shareholders to terminate discussions regarding a potential combination,” stated Dave Flitman, CEO of US Foods. “We have concluded that our best path to long-term value creation is executing our Long-range Plan, including our disciplined capital allocation framework.”

Mr. Flitman continued, “From the very beginning of this process, we have been clear about our ability to deliver on our growth algorithm as a standalone company. Our team’s execution and unwavering commitment to customer success have driven consistent above-market top and bottom line growth, and we remain firmly positioned to achieve our Long-range Plan. The planned $250 million ASR agreement and the new $1 billion share repurchase authorization announced today underscore our focus on creating long-term shareholder value, the confidence we have in our future, and the acceleration of our operating cash flow.”

RICHMOND, Va.–(BUSINESS WIRE)–Performance Food Group Company today announced that the Company and US Foods have mutually agreed to terminate the previously announced information sharing process and will no longer pursue a potential business combination between the two companies.

“Following a comprehensive evaluation of regulatory considerations and synergies related to a potential business combination with US Foods, with the assistance of our independent financial and legal advisors, we have decided to terminate discussions,” said George Holm, Chairman and Chief Executive Officer of PFG. “Our Board of Directors is unanimous in its belief that the clearest and best path to long-term stockholder values is executing our standalone strategic plan, leveraging our diverse business segments to drive consistent revenue and profit growth. The strength of our recently reported fiscal first quarter results and continued momentum supports the confidence in our ability to drive value for stockholders independently.”

PFG reaffirms its full fiscal year 2026 and second quarter outlook as previously announced on November 5, 2025. For the second quarter of fiscal 2026, PFG continues to expect net sales to be in a range of approximately $16.4 billion to $16.7 billion. For the second quarter of fiscal 2026, PFG continues to expect Adjusted EBITDA to be in a range of approximately $450 million to $470 million.

About US Foods
With a promise to help its customers Make It, US Foods is one of America’s great food companies and a leading foodservice distributor, partnering with approximately 250,000 customer locations to help their businesses succeed. With more than 70 broadline locations and more than 90 cash and carry stores, US Foods and its 30,000 associates provides its customers with a broad and innovative food offering and a comprehensive suite of e-commerce, technology and business solutions. US Foods is headquartered in Rosemont, Ill. Visit www.usfoods.com to learn more.

About Performance Food Group Company
Performance Food Group is an industry leader and one of the largest food and foodservice distribution companies in North America with more than 150 locations. Founded and headquartered in Richmond, Virginia, PFG and our family of companies market and deliver quality food and related products to over 300,000 locations including independent and chain restaurants; businesses, schools and healthcare facilities; vending and office coffee service distributors; and big box retailers, theaters and convenience stores. PFG’s success as a Fortune 100 company is achieved through our approximately 43,000 dedicated associates committed to building strong relationships with the valued customers, suppliers and communities we serve. To learn more about PFG, visit pfgc.com.