Albertsons Companies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$ACI
Food Chains
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
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| 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 | ||||||||
| 99.1 | ||||||||
| 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 | |||||||