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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): August 7, 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 August 7, 2025, Mr. Dave Flitman, Chief Executive Officer of US Foods Holding Corp. (the "Company"), made certain remarks at the Company's Q2 2025 Earnings Call with respect to recent speculation and news reports regarding a potential combination with Performance Food Group. Such remarks are furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description

99.1						Remarks, dated August 7, 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.


	US FOODS HOLDING CORP.
DATED: August 7, 2025
	By:	/s/ Kristin Coleman
	Name:	Kristin Coleman
	Title:	EVP, Interim General Counsel and Corporate Secretary

EX-99.1 2 exhibit991tosierra8-k.htm EX-99.1 Document

Exhibit 99.1

Mr. Dave Flitman Statement

Before we move to Q&A, I want to address the recent speculation about a potential transaction with PFG.

Many of you know that as part of our commitment to generating long-term, profitable growth and creating shareholder value, US Foods regularly considers accretive tuck-in M&A and evaluates potential strategic opportunities. We believe that a combination with PFG has the potential to create significant value for both companies and our collective stakeholders, while enhancing competition in the foodservice industry. We approached PFG to work with us to explore the merits and opportunities of a combination. To date, PFG has declined our invitation to do so.

Let me provide some thoughts about the strategic rationale of a potential transaction based on our knowledge of foodservice, both companies, and where the industry is going.

•We believe a combination would bring together the best of both companies, resulting in meaningful economies of scale, expanded growth opportunities, complementary geographic reach, operational efficiencies, and a differentiated go-to-market offering based on service excellence, industry-leading digital capabilities, and a strong, customer-centric salesforce.

•We believe customers would further benefit from the broader product offering, our strengthened ability to compete in the marketplace, and increased efficiencies.

•We believe the combination would result in a thriving, inspired culture, supported by investment in the development of associates.

•Finally, we estimate a combination would generate meaningful multi-year synergies and significant opportunities for profitable growth and shareholder returns.

Our ask of PFG is to simply work together to further understand the merits and opportunities of a potential combination.