8-K
Albertsons Companies, Inc. (ACI)
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):
October 21, 2025
Albertsons Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39350 | 47-4376911 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
250 Parkcenter Blvd.
Boise, Idaho 83706
(Address of principal executive office and zip code)
(208) 395-6200
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, 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 | |||
|---|---|---|---|---|---|
| Class A common stock, $0.01 par value | ACI | New York Stock Exchange | Indicate by check mark whether the registrant is an emerging growth company 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 2.04 | Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. | ||||
| --- | --- |
On October 21, 2025, Albertsons Companies, Inc. (the "Company"), together with its subsidiaries, Safeway Inc., New Albertsons L.P., and Albertson's LLC (collectively, the "Subsidiary Co-Issuers" and together with the Company, the "Co-Issuers"), announced that they intend to redeem for cash the entire $750 million aggregate principal amount outstanding of their 3.250% senior notes due 2026 (the "2026 Notes"). The 2026 Notes are redeemable at a redemption price equal to 100% of the aggregate principal amount of the 2026 Notes to be redeemed, plus any interest accrued and unpaid thereon to the redemption date. The redemption is expected to occur on November 20, 2025.
| Item 7.01 | Regulation FD Disclosure. |
|---|
The information furnished under Item 2.04 is incorporated by reference in this Item 7.01.
| Item 8.01 | Other Events. |
|---|
On October 21, 2025, the Company issued a press release announcing the proposed offering by the Company, Albertson's LLC, Safeway Inc., New Albertsons L.P. and Albertsons Safeway LLC of $1,250 million aggregate principal amount of new senior notes due 2031 (the "2031 Notes") and new senior notes due 2034 (the "2034 Notes" and together with the 2031 Notes, the "Notes"). The Notes will be issued to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States in accordance with Regulation S under the Securities Act. On October 21, 2025, the Company issued a separate press release announcing the upsize and pricing of the offering of $700 million aggregate principal amount of the 2031 Notes at 5.500% and $800 million aggregate principal amount of the 2034 Notes at 5.750%, each issued at par. The Company intends to use the net proceeds from the offering, together with cash on hand, to (i) redeem in full the $750 million outstanding of its 2026 Notes which are scheduled to mature on March 15, 2026 (the "Refinancing"); (ii) repay a portion of the borrowings under its asset-based revolving credit agreement; and (iii) pay fees and expenses related to the Refinancing and the issuance of the Notes. The Company expects the offering of the Notes to close on or about November 10, 2025, subject to customary closing conditions. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto and are incorporated in this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits. The following exhibits are being filed herewith:
| 99.1 | Press Release dated October 21, 2025 |
|---|---|
| 99.2 | Press Release dated October 21, 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, 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 21, 2025 | By: | /s/ Thomas Moriarty |
| Name: | Thomas Moriarty | |
| Title: | Executive Vice President, M&A and Corporate Affairs |
Document
Albertsons Companies, Inc. Announces Proposed
Senior Notes Offering
October 21, 2025 - Boise, ID - Albertsons Companies, Inc. (NYSE: ACI) (the “Company”) today announced its intention to offer $1,250 million aggregate principal amount of new senior notes due 2031 (the “2031 Notes”) and new senior notes due 2034 (the "2034 Notes" and together with the 2031 Notes, the "Notes"). The Company and its subsidiaries, Safeway Inc., New Albertsons L.P., Albertson's LLC and Albertsons Safeway LLC, will be co-issuers of the Notes.
The Company intends to use the net proceeds from the offering, together with cash on hand, to (i) redeem in full the $750 million outstanding of its 3.250% senior notes due 2026 (the "2026 Notes") which are scheduled to mature on March 15, 2026 (the “Refinancing”); (ii) repay a portion of the borrowings under its asset-based revolving credit agreement; and (iii) pay fees and expenses related to the Refinancing and the issuance of the Notes.
This press release does not constitute a notice of redemption with respect to the 2026 Notes.
The Notes will be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Albertsons Companies
Albertsons Companies is a leading food and drug retailer in the United States. As of September 6, 2025, the Company operated 2,257 retail food and drug stores with 1,720 pharmacies, 405 associated fuel centers, 22 dedicated distribution centers and 19 manufacturing facilities. The Company operates stores across 35 states and the District of Columbia under 22 well known banners including Albertsons, Safeway, Vons, Jewel-Osco, Shaw's, ACME, Tom Thumb, Randalls, United Supermarkets, Pavilions, Star Market, Haggen, Carrs, Kings Food Markets and Balducci's Food Lovers Market. In 2024, along with the Albertsons Companies Foundation, the Company contributed more than $435 million in food and financial support, including more than $40 million through our Nourishing Neighbors Program to ensure those living in our communities and those impacted by disasters have enough to eat.
Important Notice Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. The “forward-looking statements” include our current expectations, assumptions, estimates and projections about our ability to consummate the offering of Notes, the intended use of proceeds thereof, other pending transactions, and other future events. They include statements which the Company believes to be reasonable at this time. You can identify forward-looking statements by the use of words such as “outlook,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions which are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are subject to numerous risks and uncertainties which are beyond our control and difficult to predict and could cause actual results to differ materially from the results expressed or implied by the statements.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this press release reflect our view only as of the date of this press release. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In evaluating our forward-looking statements, you should carefully consider the risks and uncertainties more fully described in the “Risk Factors” section or other sections in our reports filed with the SEC including the most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K.
For Investor Relations, contact investor-relations@albertsons.com
For Media Relations, contact media@albertsons.com
Document
Albertsons Companies, Inc. Announces Pricing of Its
Senior Notes Offering
October 21, 2025 - Boise, ID - Albertsons Companies, Inc. (NYSE: ACI) (the “Company”) today announced the pricing of its upsized private offering of $700 million aggregate principal amount of new 5.500% senior notes due 2031 (the “2031 Notes”) and $800 million aggregate principal amount of new 5.750% senior notes due 2034 (the “2034 Notes” and together with the 2031 Notes, the “Notes”). The Company and its subsidiaries, Safeway Inc., New Albertsons L.P., Albertson’s LLC and Albertsons Safeway LLC, will be co-issuers of the Notes. The offering is expected to close on or about November 10, 2025, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering, together with cash on hand, to (i) redeem in full the $750 million outstanding of its 3.250% senior notes due 2026 (the "2026 Notes") which are scheduled to mature on March 15, 2026 (the “Refinancing”); (ii) repay a portion of the borrowings under its asset-based revolving credit agreement; and (iii) pay fees and expenses related to the Refinancing and the issuance of the Notes.
This press release does not constitute a notice of redemption with respect to the 2026 Notes.
The Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Albertsons Companies
Albertsons Companies is a leading food and drug retailer in the United States. As of September 6, 2025, the Company operated 2,257 retail food and drug stores with 1,720 pharmacies, 405 associated fuel centers, 22 dedicated distribution centers and 19 manufacturing facilities. The Company operates stores across 35 states and the District of Columbia under 22 well known banners including Albertsons, Safeway, Vons, Jewel-Osco, Shaw's, ACME, Tom Thumb, Randalls, United Supermarkets, Pavilions, Star Market, Haggen, Carrs, Kings Food Markets and Balducci's Food Lovers Market. In 2024, along with the Albertsons Companies Foundation, the Company contributed more than $435 million in food and financial support, including more than $40 million through our Nourishing Neighbors Program to ensure those living in our communities and those impacted by disasters have enough to eat.
Important Notice Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. The “forward-looking statements” include our current expectations, assumptions, estimates and projections about our ability to consummate the offering of Notes, the intended use of proceeds thereof, other pending transactions, and other future events. They include statements which the Company believes to be reasonable at this time. You can identify forward-looking statements by the use of words such as “outlook,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions which are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are subject to numerous risks and uncertainties which are beyond our control and difficult to predict and could cause actual results to differ materially from the results expressed or implied by the statements.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this press release reflect our view only as of the date of this press release. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In evaluating our forward-looking statements, you should carefully consider the risks and uncertainties more fully described in the “Risk Factors” section or other sections in our reports filed with the SEC including the most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K.
For Investor Relations, contact investor-relations@albertsons.com
For Media Relations, contact media@albertsons.com