Albertsons Companies, Inc.

Previous wording

•failure to achieve productivity initiatives, unexpected changes in our objectives and plans, inability to implement our strategies, plans, programs and initiatives, or enter into strategic transactions, investments or partnerships in the future on terms acceptable to us, or at all;

Current wording

•failure to achieve productivity initiatives, including those related to artificial intelligence, unexpected changes in our objectives and plans, inability to implement our strategies, plans, programs and initiatives, or enter into strategic transactions, investments or partnerships in the future on terms acceptable to us, or at all;

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SECOND QUARTER OF FISCAL 2025 OVERVIEW

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THIRD QUARTER OF FISCAL 2025 OVERVIEW

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We are one of the largest food retailers in the United States, with 2,257 stores across 35 states and the District of Columbia as of September 6, 2025. We operate 22 well known banners including Albertsons, Safeway, Vons, Pavilions, Randalls, Tom Thumb, Carrs, Jewel-Osco, ACME, Shaw's, Star Market, United Supermarkets, Market Street, Haggen, Kings Food Marketsand Balducci's Food Lovers Market, with approximately 280,000 talented and dedicated employees, as of September 6, 2025, who serve on average 36.9 million customers each week. Additionally, as of September 6, 2025, we operated 1,720 pharmacies, 1,254 in-store branded coffee shops, 405 associated fuel centers, 22 dedicated distribution centers, 19 manufacturing facilities and various digital platforms.

Current wording

We are one of the largest food retailers in the United States, with 2,243 stores across 35 states and the District of Columbia as of November 29, 2025. We operate 22 well known banners including Albertsons, Safeway, Vons, Pavilions, Randalls, Tom Thumb, Carrs, Jewel-Osco, ACME, Shaw's, Star Market, United Supermarkets, Market Street, Haggen, Kings Food Marketsand Balducci's Food Lovers Market, with approximately 280,000 talented and dedicated employees, as of November 29, 2025, who serve on average 36.4 million customers each week. Additionally, as of November 29, 2025, we operated 1,708 pharmacies, 1,241 in-store branded coffee shops, 404 associated fuel centers, 22 dedicated distribution centers, 19 manufacturing facilities and various digital platforms.

Previous wording

During the second quarter of fiscal 2025, we continued to execute on our Customers for Life strategy, which is centered around driving customer growth and engagement through digital connection, enhancing the customer value proposition, modernizing capabilities through technology and driving transformational productivity. We continue to invest in growth through our four digital platforms of eCommerce, Loyalty, Pharmacy & Health and the use of our mobile app in our stores. Collectively, these digital platforms not only deepen relationships, but also generate growth opportunities for the Albertsons Media Collective (the "Media Collective"). This integrated ecosystem is accelerating our ability to innovate, optimize marketing spend, and unlock new revenue streams.

Current wording

During the third quarter of fiscal 2025, we continued to execute on our Customers for Life strategy, which is centered around driving customer growth and engagement through digital connection, expanding our Media Collective, enhancing the customer value proposition, modernizing capabilities through technology and driving transformational productivity. We continue to invest in growth through our four digital platforms of eCommerce, Loyalty, Pharmacy & Health and the use of our mobile app in our stores. This integrated ecosystem is accelerating our ability to innovate, optimize marketing spend, and unlock new revenue streams.

Previous wording

Identical sales, excluding fuel, increased 2.2% during the second quarter of fiscal 2025. Our digital investments are driving engagement, customer acquisition and retention. During the second quarter of fiscal 2025, digital sales, which include Drive Up & Go curbside pickup and home delivery, increased 23% compared to the second quarter of fiscal 2024. Loyalty members increased 13% to 48.7 million in the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024.

Current wording

Identical sales, excluding fuel, increased 2.4% during the third quarter of fiscal 2025. Our digital investments are driving engagement, customer acquisition and retention. During the third quarter of fiscal 2025, digital sales, which include Drive Up & Go curbside pickup and home delivery, increased 21% compared to the third quarter of fiscal 2024. In loyalty, membership grew 12% to 49.8 million in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024, while program enhancements and simplification continue to fuel deeper engagement. Most recently, we again extended the value of our loyalty platform beyond grocery with the launch of a new offering with Uber One, offering members exclusive benefits and savings.

Previous wording

Technology remains central to our long-term growth strategy, and this technology-first approach is enabling us to innovate faster, operate more efficiently and deliver greater value at lower cost. Our modern, cloud-native platform continues to power key operations across eCommerce, stores, pharmacy, supply chain, merchandising and Media Collective operations, and is positioning us to rapidly scale emerging technologies to enhance our core business functions and unlock new levels of speed, precision and productivity. In our integrated mobile app, our newest feature, AskAI, delivers a conversational search experience that enables cross-category discovery and personalized recommendations to help customers build smarter baskets.

Current wording

Technology remains central to our long-term growth strategy, and this technology-first approach is enabling us to innovate faster, operate more efficiently and deliver greater value at lower cost. Our modern, cloud-native platform continues to power key operations across eCommerce, stores, pharmacy, supply chain, merchandising and Media Collective operations, and is positioning us to rapidly scale AI to enhance our core business functions and unlock new levels of speed, intelligence and personalization. In our integrated mobile app, AskAI delivers a conversational search experience for cross-category discovery and personalized recommendations, and we recently launched innovations like autonomous shopping assistants.

Previous wording

Our capital allocation strategy balances investing for the future, strengthening our balance sheet and returns to shareholders through a combination of dividends and opportunistic share repurchases. Capital expenditures were approximately $951 million for the first 28 weeks of fiscal 2025, primarily including the completion of 51 remodels, the opening of three new stores and continued investment in our digital and technology platforms. Capital returns to shareholders during the first 28 weeks of fiscal 2025 included $169.6 million of common stock dividends ($0.30 per common share) and the repurchase of 25.7 million shares of common stock for a total of $550.1 million.

Current wording

Our capital allocation strategy balances investing for the future, strengthening our balance sheet and returns to shareholders through a combination of dividends and opportunistic share repurchases. Capital expenditures were approximately $1,413 million for the first 40 weeks of fiscal 2025, primarily including the completion of 74 remodels, the opening of five new stores and continued investment in our digital and technology platforms. Capital returns to shareholders during the first 40 weeks of fiscal 2025 included $246.7 million of common stock dividends ($0.45 per common share) and the investment of $1,361.6 million for the repurchase of common stock, inclusive of the $750.0 million ASR Agreement.

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Second quarter of fiscal 2025 highlights

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Third quarter of fiscal 2025 highlights

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In summary, our financial and operating highlights for the second quarter of fiscal 2025 include:

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In summary, our financial and operating highlights for the third quarter of fiscal 2025 include:

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Comparison of the Second Quarter of Fiscal 2025 and the First 28 weeks of Fiscal 2025 to the Second Quarter of Fiscal 2024 and the First 28 weeks of Fiscal 2024.

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Comparison of the Third Quarter of Fiscal 2025 and the First 40 weeks of Fiscal 2025 to the Third Quarter of Fiscal 2024 and the First 40 weeks of Fiscal 2024.

Previous wording

The following tables and related discussion set forth certain information and comparisons regarding the components of our Condensed Consolidated Statements of Operations for the 12 and 28 weeks ended September 6, 2025 ("second quarter of fiscal 2025" and "first 28 weeks of fiscal 2025") and 12 and 28 weeks ended September 7, 2024 ("second quarter of fiscal 2024" and "first 28 weeks of fiscal 2024") (dollars in millions, except per share data).

Current wording

The following tables and related discussion set forth certain information and comparisons regarding the components of our Condensed Consolidated Statements of Operations for the 12 and 40 weeks ended November 29, 2025 ("third quarter of fiscal 2025" and "first 40 weeks of fiscal 2025") and 12 and 40 weeks ended November 30, 2024 ("third quarter of fiscal 2024" and "first 40 weeks of fiscal 2024") (dollars in millions, except per share data).

Previous wording

Net sales and other revenue increased 2.0% to $18,915.8 million for the second quarter of fiscal 2025 from $18,551.5 million for the second quarter of fiscal 2024. The increase in Net sales and other revenue was primarily driven by a 2.2% increase in identical sales, with strong growth in pharmacy sales being the primary driver of the identical sales increase. Identical sales were adjusted to exclude the stores impacted by the three-week Colorado labor strikes during the second quarter of fiscal 2025. We also continued to grow our digital sales during the second quarter of fiscal 2025. These increases in Net sales and other revenue was partially offset by lower fuel sales.

Current wording

Net sales and other revenue increased 1.9% to $19,123.7 million for the third quarter of fiscal 2025 from $18,774.5 million for the third quarter of fiscal 2024. The increase in Net sales and other revenue was primarily driven by a 2.4% increase in identical sales, with strong growth in pharmacy sales being the primary driver of the identical sales increase. We also continued to grow our digital sales during the third quarter of fiscal 2025. These increases in Net sales and other revenue were partially offset by a net reduction in sales driven by store closures since the third quarter of fiscal 2024 and lower fuel sales.

Previous wording

Net sales and other revenue increased 2.3% to $43,796.6 million for the first 28 weeks of fiscal 2025 from $42,816.9 million for the first 28 weeks of fiscal 2024. The increase in Net sales and other revenue was primarily driven by a 2.6% increase in identical sales, with strong growth in pharmacy sales being the primary driver of the identical sales increase. Identical sales were adjusted to exclude the stores impacted by the three-week Colorado labor strikes during the second quarter of fiscal 2025. We also continued to grow our digital sales during the first 28 weeks of fiscal 2025. These increases in Net sales and other revenue was partially offset by lower fuel sales.

Current wording

Net sales and other revenue increased 2.2% to $62,920.3 million for the first 40 weeks of fiscal 2025 from $61,591.4 million for the first 40 weeks of fiscal 2024. The increase in Net sales and other revenue was primarily driven by a 2.5% increase in identical sales, with strong growth in pharmacy sales being the primary driver of the identical sales increase. We also continued to grow our digital sales during the first 40 weeks of fiscal 2025. These increases in Net sales and other revenue were partially offset by lower fuel sales.

Previous wording

Identical sales include stores operating during the same period in both the current year and the prior year, comparing sales on a daily basis. Direct to consumer digital sales are included in identical sales, and fuel sales are excluded from identical sales. Acquired stores become identical on the one-year anniversary date of the acquisition. Identical sales for the 12 and 28 weeks ended September 6, 2025 and the 12 and 28 weeks ended September 7, 2024, respectively, were:

Current wording

Identical sales include stores operating during the same period in both the current year and the prior year, comparing sales on a daily basis. Direct to consumer digital sales are included in identical sales, and fuel sales are excluded from identical sales. Acquired stores become identical on the one-year anniversary date of the acquisition. Identical sales for the 12 and 40 weeks ended November 29, 2025 and the 12 and 40 weeks ended November 30, 2024, respectively, were:

Previous wording

Gross margin rate decreased to 27.0% during the second quarter of fiscal 2025 compared to 27.6% during the second quarter of fiscal 2024. Excluding the impact of fuel and LIFO expense, gross margin rate decreased 63 basis points compared to the second quarter of fiscal 2024. This decrease in gross margin rate was driven by strong growth in pharmacy sales, which carries an overall lower gross margin rate, and increases in delivery and handling costs related to the continued growth in our digital sales. We also made incremental investments in our customer value proposition which were funded by the benefits from our productivity initiatives.

Current wording

Gross margin rate decreased to 27.4% during the third quarter of fiscal 2025 compared to 27.9% during the third quarter of fiscal 2024. Excluding the impact of fuel and LIFO expense, gross margin rate decreased 55 basis points compared to the third quarter of fiscal 2024. This decrease in gross margin rate was driven by increases in delivery and handling costs related to the continued growth in our digital sales, and strong growth in pharmacy sales, which carries an overall lower gross margin rate. We also continue to make incremental investments in our customer value proposition which were funded by the benefits from our productivity initiatives.

Previous wording

Gross margin rate decreased to 27.0% during the first 28 weeks of fiscal 2025 compared to 27.7% during the first 28 weeks of fiscal 2024. Excluding the impact of fuel and LIFO expense, gross margin rate decreased 75 basis points compared to the first 28 weeks of fiscal 2024. This decrease in gross margin rate was driven by strong growth in pharmacy sales, which carries an overall lower gross margin rate, and increases in delivery and handling costs related to the continued growth in our digital sales. We also made incremental investments in our customer value proposition which were funded by the benefits from our productivity initiatives.

Current wording

Gross margin rate decreased to 27.2% during the first 40 weeks of fiscal 2025 compared to 27.8% during the first 40 weeks of fiscal 2024. Excluding the impact of fuel and LIFO expense, gross margin rate decreased 69 basis points compared to the first 40 weeks of fiscal 2024. This decrease in gross margin rate was driven by strong growth in pharmacy sales, which carries an overall lower gross margin rate, and increases in delivery and handling costs related to the continued growth in our digital sales. We also continue to make incremental investments in our customer value proposition which were funded by the benefits from our productivity initiatives.

Previous wording

Selling and administrative expenses decreased to 25.4% of Net sales and other revenue during the second quarter of fiscal 2025 compared to 25.8% during the second quarter of fiscal 2024. Excluding the impact of fuel, Selling and administrative expenses as a percentage of Net sales and other revenue decreased 50 basis points compared to the second quarter of fiscal 2024. This decrease in Selling and administrative expenses as a percentage of Net sales and other revenue was primarily attributable to the leveraging of employee costs and lower merger-related costs, partially offset by an increase in business transformation costs. The benefits from our productivity initiatives continue to help offset increasing wage rates and other inflationary pressures on our operating expenses.

Current wording

Selling and administrative expenses decreased to 24.9% of Net sales and other revenue during the third quarter of fiscal 2025 compared to 25.1% during the third quarter of fiscal 2024. Excluding the impact of fuel, Selling and administrative expenses as a percentage of Net sales and other revenue decreased 33 basis points compared to the third quarter of fiscal 2024. This decrease in Selling and administrative expenses as a percentage of Net sales and other revenue was primarily attributable to the sales leveraging of employee costs and lower merger-related costs, partially offset by an increase in business transformation costs. The benefits from our productivity initiatives continue to partially offset increasing wage rates and other inflationary pressures on our operating expenses.

Previous wording

Selling and administrative expenses decreased to 25.4% of Net sales and other revenue during the first 28 weeks of fiscal 2025 compared to 25.8% of Net sales and other revenue for the first 28 weeks of fiscal 2024. Excluding the impact of fuel, Selling and administrative expenses as a percentage of Net sales and other revenue decreased 57 basis points compared to the first 28 weeks of fiscal 2024. This decrease in Selling and administrative expenses as a percentage of Net sales and other revenue was primarily attributable to lower Merger-related costs and the leveraging of employee costs, partially offset by an increase in business transformation costs. The benefits from our productivity initiatives continue to help offset increasing wage rates and other inflationary pressures on our operating expenses.

Current wording

Selling and administrative expenses decreased to 25.3% of Net sales and other revenue during the first 40 weeks of fiscal 2025 compared to 25.6% of Net sales and other revenue for the first 40 weeks of fiscal 2024. Excluding the impact of fuel, Selling and administrative expenses as a percentage of Net sales and other revenue decreased 50 basis points compared to the first 40 weeks of fiscal 2024. This decrease in Selling and administrative expenses as a percentage of Net sales and other revenue was primarily attributable to lower Merger-related costs and the sales leveraging of employee costs, partially offset by an increase in business transformation costs. The benefits from our productivity initiatives continue to partially offset increasing wage rates and other inflationary pressures on our operating expenses.

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Loss (Gain) on Property Dispositions and Impairment Losses, Net

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(Gain) Loss on Property Dispositions and Impairment Losses, Net

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For the second quarter of fiscal 2025, net loss on property dispositions and impairment losses was $4.4 million, primarily driven by $6.2 million of retail store impairment losses and $0.2 million from the impairment and disposal of certain technology assets, partially offset by $2.0 million of net gains primarily from the sale of real estate assets. For the second quarter of fiscal 2024, net loss on property dispositions and impairment losses was $43.9 million, primarily driven by $53.3 million of asset impairments including impairment losses of $39.8 million primarily related to equipment from the closing of our micro-fulfillment centers and $13.5 million of retail store impairment losses, partially offset by $9.4 million of gains from the sale of real estate assets.

Current wording

For the third quarter of fiscal 2025, net gain on property dispositions and impairment losses was $1.2 million, primarily driven by $1.3 million of net gains primarily from the sale of real estate assets. For the third quarter of fiscal 2024, net loss on property dispositions and impairment losses was $10.2 million, primarily driven by $6.0 million of retail store impairment losses and $4.2 million of net losses from the sale of real estate assets and equipment disposals.

Previous wording

For the first 28 weeks of fiscal 2025, net gain on property dispositions and impairment losses was $27.5 million, primarily driven by $47.5 million of net gains primarily from the sale of real estate assets, partially offset by $11.6 million from the impairment and disposal of certain technology assets and $8.4 million of retail store impairment losses. For the first 28 weeks of fiscal 2024, net loss on property dispositions and impairment losses was $49.2 million, primarily driven by $56.8 million of asset impairments including impairment losses of $39.8 million primarily related to equipment from the closing of our micro-fulfillment centers, $13.5 million of retail store impairment losses and $3.5 million related to certain technology assets, partially offset by $7.6 million of gains from the sale of real estate assets.

Current wording

For the first 40 weeks of fiscal 2025, net gain on property dispositions and impairment losses was $28.7 million, primarily driven by $48.8 million of net gains primarily from the sale of real estate assets, partially offset by $11.7 million from the impairment and disposal of certain technology assets and $8.4 million of retail store impairment losses. For the first 40 weeks of fiscal 2024, net loss on property dispositions and impairment losses was $59.4 million, primarily driven by $62.7 million of asset impairments including impairment losses of $39.8 million primarily related to equipment from the closing of our micro-fulfillment centers, $19.5 million of retail store impairment losses and $3.5 million related to certain technology assets, partially offset by $3.3 million of net gains from the sale of real estate assets.

Previous wording

Interest expense, net was $105.3 million during the second quarter of fiscal 2025 compared to $103.6 million during the second quarter of fiscal 2024. The weighted average interest rate during both the second quarter of fiscal 2025 and second quarter of fiscal 2024 was 5.5%, excluding amortization and write-off of deferred financing costs and original issue discount.

Current wording

Interest expense, net was $116.0 million during the third quarter of fiscal 2025 compared to $109.0 million during the third quarter of fiscal 2024. The increase in Interest expense, net was primarily attributable to higher average outstanding borrowings. The weighted average interest rate during the third quarter of fiscal 2025 was 5.5%, excluding amortization and write-off of deferred financing costs and original issue discount, compared to 5.6% during the third quarter of fiscal 2024.

Previous wording

Interest expense, net was $247.1 million during the first 28 weeks of fiscal 2025 compared to $249.3 million during the first 28 weeks of fiscal 2024. The weighted average interest rate during both the first 28 weeks of fiscal 2025 and first 28 weeks of fiscal 2024 was 5.5%, excluding amortization and write-off of deferred financing costs and original issue discount.

Current wording

Interest expense, net was $363.1 million during the first 40 weeks of fiscal 2025 compared to $358.3 million during the first 40 weeks of fiscal 2024. The increase in Interest expense, net was primarily attributable to higher average outstanding borrowings. The weighted average interest rate during the first 40 weeks of fiscal 2025 was 5.5%, excluding amortization and write-off of deferred financing costs and original issue discount, compared to 5.6% during the first 40 weeks of fiscal 2024.

Previous wording

For the second quarter of fiscal 2025, other income, net was $29.7 million compared to other expense, net of $1.9 million for the second quarter of fiscal 2024. Other income, net during the second quarter of fiscal 2025 was primarily driven by non-service cost components of net pension and post-retirement income, including $26.8 million of pension settlement income, partially offset by unrealized losses from non-operating investments. Other expense, net during the second quarter of fiscal 2024 was primarily driven by non-service cost components of net pension and post-retirement expense, partially offset by unrealized gains from non-operating investments.

Current wording

For the third quarter of fiscal 2025, other income, net was $4.0 million compared to $5.6 million for the third quarter of fiscal 2024. Other income, net during the third quarter of fiscal 2025 was primarily driven by non-service cost components of net pension and post-retirement income and realized gains from non-operating investments, partially offset by unrealized losses from non-operating investments. Other income, net during the third quarter of fiscal 2024 was primarily driven by unrealized gains from non-operating investments and non-service cost components of net pension and post-retirement expense.

Previous wording

For the first 28 weeks of fiscal 2025, other income, net was $33.6 million compared to other expense, net of $5.9 million for the first 28 weeks of fiscal 2024. Other income, net during the first 28 weeks of fiscal 2025 was primarily driven by non-service cost components of net pension and post-retirement income, including $26.8 million of pension settlement income, partially offset by unrealized losses from non-operating investments. Other expense, net during the first 28 weeks of fiscal 2024 was primarily driven by unrealized losses from non-operating investments, partially offset by non-service cost components of net pension and post-retirement income.

Current wording

For the first 40 weeks of fiscal 2025, other income, net was $37.6 million compared to other expense, net of $0.3 million for the first 40 weeks of fiscal 2024. Other income, net during the first 40 weeks of fiscal 2025 was primarily driven by non-service cost components of net pension and post-retirement income, including $26.8 million of pension settlement income, and realized gains from non-operating investments, partially offset by unrealized losses from non-operating investments. Other expense, net during the first 40 weeks of fiscal 2024 was primarily driven by non-service cost components of net pension and post-retirement expense and unrealized gains and losses from non-operating investments.

Previous wording

Income tax expense was $51.2 million during the second quarter of fiscal 2025, representing a 23.3% effective tax rate. Income tax expense was $41.0 million during the second quarter of fiscal 2024, representing a 22.0% effective tax rate.

Current wording

Income tax expense was $84.4 million during the third quarter of fiscal 2025, representing a 22.3% effective tax rate. Income tax expense was $14.5 million during the third quarter of fiscal 2024, representing a 3.5% effective tax rate. The increase in the effective income tax rate was primarily driven by the recognition of $81.0 million of discrete state income tax benefits related to the settlement of audits during the third quarter of fiscal 2024.

Previous wording

Income tax expense was $126.2 million during the first 28 weeks of fiscal 2025, representing a 23.8% effective tax rate. Income tax expense was $110.2 million during the first 28 weeks of fiscal 2024, representing a 22.2% effective tax rate. The increase in the effective income tax rate was primarily driven by the reduction of a reserve for an uncertain tax position due to the settlement of a state audit in fiscal 2024.

Current wording

Income tax expense was $210.6 million during the first 40 weeks of fiscal 2025, representing a 23.2% effective tax rate. Income tax expense was $124.7 million during the first 40 weeks of fiscal 2024, representing a 13.7% effective tax rate. The increase in the effective income tax rate was primarily driven by the recognition of $81.0 million of discrete state income tax benefits related to the settlement of audits during the third quarter of fiscal 2024.

Previous wording

For the second quarter of fiscal 2025, Adjusted EBITDA was $848.4 million, or 4.5% of Net sales and other revenue, compared to $900.6 million, or 4.9% of Net sales and other revenue, for the second quarter of fiscal 2024. For the first 28 weeks of fiscal 2025, Adjusted EBITDA was $1,959.4 million, or 4.5% of Net sales and other revenue, compared to $2,084.5 million, or 4.9% of Net sales and other revenue for the first 28 weeks of fiscal 2024.

Current wording

For the third quarter of fiscal 2025, Adjusted EBITDA was $1,038.7 million, or 5.4% of Net sales and other revenue, compared to $1,065.1 million, or 5.7% of Net sales and other revenue, for the third quarter of fiscal 2024. For the first 40 weeks of fiscal 2025, Adjusted EBITDA was $2,998.1 million, or 4.8% of Net sales and other revenue, compared to $3,149.6 million, or 5.1% of Net sales and other revenue for the first 40 weeks of fiscal 2024.

Previous wording

(2) The 12 and 28 weeks ended September 6, 2025 primarily relates to litigation costs and retention program expense related to the terminated merger. The 12 and 28 weeks ended September 7, 2024 primarily includes third-party legal and advisor fees and retention program expense related to the Merger.

Current wording

(2) The 12 and 40 weeks ended November 29, 2025 primarily relates to litigation costs and retention program expense related to the terminated merger. The 12 and 40 weeks ended November 30, 2024 primarily includes third-party legal and advisor fees and retention program expense related to the Merger.

Previous wording

Net cash provided by operating activities was $1,282.0 million for the first 28 weeks of fiscal 2025 compared to $1,374.1 million for the first 28 weeks of fiscal 2024. The decrease in cash flow from operating activities during the first 28 weeks of fiscal 2025 compared to the first 28 weeks of fiscal 2024 was primarily driven by a decrease in Adjusted EBITDA, changes in working capital, related to inventory and receivables, cash paid for insurance claims, increases in business transformation costs and contributions to our defined benefit pension plans, partially offset by lower Merger-related costs and cash paid for taxes.

Current wording

Net cash provided by operating activities was $1,649.6 million for the first 40 weeks of fiscal 2025 compared to $1,922.1 million for the first 40 weeks of fiscal 2024. The decrease in cash flow from operating activities during the first 40 weeks of fiscal 2025 compared to the first 40 weeks of fiscal 2024 was primarily driven by a decrease in Adjusted EBITDA and changes in working capital related to inventory and accounts payable, as well as increases in business transformation costs and cash paid for insurance claims, partially offset by lower Merger-related costs and contributions to our defined benefit pension plans.

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Net cash used in investing activities was $837.9 million for thefirst 28 weeks of fiscal 2025 compared to $925.3 million for the first 28 weeks of fiscal 2024.

Current wording

Net cash used in investing activities was $1,285.4 million for thefirst 40 weeks of fiscal 2025 compared to $1,416.5 million for the first 40 weeks of fiscal 2024.

Previous wording

For the first 28 weeks of fiscal 2025, cash used in investing activities consisted primarily of payments for property, equipment and intangibles of $950.5 million, partially offset by proceeds from the sale of assets of $82.6 million, primarily related to real estate. Payments for property, equipment and intangibles in the first 28 weeks of fiscal 2025 included the completion of 51 remodels, the opening of three new stores and continued investment in our digital and technology platforms. For the first 28 weeks of fiscal 2024, cash used in investing activities consisted primarily of payments for property, equipment and intangibles of $952.3 million, partially offset by proceeds from the sale of assets of $19.8 million, primarily related to real estate. Payments for property, equipment and intangibles in the first 28 weeks of fiscal 2024 included the completion of 44 remodels, the opening of two new stores and continued investment in our digital and technology platforms.

Current wording

For the first 40 weeks of fiscal 2025, cash used in investing activities consisted primarily of payments for property, equipment and intangibles of $1,412.8 million, partially offset by proceeds from the sale of assets of $85.2 million, primarily related to real estate. Payments for property, equipment and intangibles in the first 40 weeks of fiscal 2025 included the completion of 74 remodels, the opening of five new stores and continued investment in our digital and technology platforms. For the first 40 weeks of fiscal 2024, cash used in investing activities consisted primarily of payments for property, equipment and intangibles of $1,446.7 million, partially offset by proceeds from the sale of assets of $24.1 million, primarily related to real estate. Payments for property, equipment and intangibles in the first 40 weeks of fiscal 2024 included the completion of 84 remodels, the opening of nine new stores and continued investment in our digital and technology platforms.

Previous wording

Net cash used in financing activities during the first 28 weeks of fiscal 2025 consisted primarily of the repurchase of common stock, dividends paid on our Class A common stock and tax withholding payments on vesting of RSUs, partially offset by $325.0 million of proceeds from the ABL Facility. We also had a $600.0 million issuance and subsequent $600.0 million redemption of senior unsecured notes (as further discussed below under the caption Debt Management). Net cash used in financing activities during the first 28 weeks of fiscal 2024 consisted primarily of the $200.0 million repayment of the ABL Facility, dividends paid on our Class A common stock and tax withholding payments on vesting of RSUs, partially offset by $50.0 million of proceeds from the issuance of long-term debt under the ABL Facility.

Current wording

Net cash used in financing activities during the first 40 weeks of fiscal 2025 consisted primarily of the repurchase of common stock, dividends paid on our Class A common stock, payments for debt financing costs, payments of obligations under finance leases and tax withholding payments on vesting of RSUs, partially offset by $2,100.0 million of issuances and subsequent $1,350.0 million of redemptions of senior unsecured notes (as further discussed below under the caption Debt Management). Proceeds from the issuance of long-term debt also includes $485.0 million of net proceeds from the ABL Facility, including the $750.0 million of borrowings related to the ASR Agreement and subsequent repayment using proceeds from the issuance of senior unsecured notes in the third quarter of fiscal 2025. Net cash used in financing activities during the first 40 weeks of fiscal 2024 consisted primarily of the $250.0 million repayment of the ABL Facility, dividends paid on our Class A common stock, payments of obligations under finance leases and tax withholding payments on vesting of RSUs, partially offset by $50.0 million of proceeds from the issuance of long-term debt under the ABL Facility.

Previous wording

As of September 6, 2025, we had $325.0 million borrowings outstanding under our ABL Facility and total availability of $3,663.6 million (net of letter of credit usage). On August 27, 2025, the existing ABL Facility was amended and restated to, among other things, extend the maturity date of the facility to August 27, 2030. The new ABL Facility has an interest rate of term SOFR plus a margin ranging from 1.25% to 1.50% and also provides for a LOC sub-facility of $1,500.0 million.

Current wording

As of November 29, 2025, there was $485.0 million outstanding under our ABL Facility and total availability of $3,504.8 million (net of letter of credit usage). On August 27, 2025, the existing ABL Facility was amended and restated to, among other things, extend the maturity date of the facility to August 27, 2030. The new ABL Facility has an interest rate of term SOFR plus a margin ranging from 1.25% to 1.50% and also provides for a LOC sub-facility of $1,500.0 million.

Previous wording

On March 11, 2025, the Company and the Subsidiary Co-Issuers completed the issuance of $600.0 million in aggregate principal amount of 6.250% senior unsecured notes due March 15, 2033 (the "2033 Notes"). The 2033 Notes are guaranteed on a senior unsecured basis by all of our existing and future direct and indirect domestic subsidiaries (other than the Subsidiary Co-Issuers) that are obligors under the ABL Facility. Interest on the 2033 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, with the first payment commencing on September 15, 2025. On March 17, 2025, proceeds from the 2033 Notes, together with approximately $5.7 million of cash on hand, were used to (i) perform the Refinancing and (ii) pay fees and expenses related to the Refinancing and the issuance of the 2033 Notes.

Current wording

On March 11, 2025, the Company and the Subsidiary Co-Issuers completed the issuance of $600.0 million in aggregate principal amount of 6.250% senior unsecured notes due March 15, 2033 (the "2033 Notes"). The 2033 Notes are guaranteed on a senior unsecured basis by all of our existing and future direct and indirect domestic subsidiaries (other than the Subsidiary Co-Issuers) that are obligors under the ABL Facility. Interest on the 2033 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, with the first payment commencing on September 15, 2025. On March 17, 2025, proceeds from the 2033 Notes, together with approximately $5.7 million of cash on hand, were used to (i) redeem in full the $600.0 million outstanding of 7.500% senior unsecured notes due March 15, 2026 (the "March Refinancing") and (ii) pay fees and expenses related to the March Refinancing and the issuance of the 2033 Notes.

Previous wording

We have established a dividend policy pursuant to which we intend to pay a quarterly dividend on our Class A common stock. Cash dividends paid on our Class A common stock were $169.6 million ($0.30 per common share) and $139.0 million ($0.24 per common share) during the first 28 weeks of fiscal 2025 and first 28 weeks of fiscal 2024, respectively. On October 14, 2025, we announced the next quarterly dividend payment of $0.15 per share of Class A common stock to be paid on November 7, 2025 to stockholders of record as of the close of business on October 24, 2025.

Current wording

We have established a dividend policy pursuant to which we intend to pay a quarterly dividend on our Class A common stock. Cash dividends paid on our Class A common stock were $246.7 million ($0.45 per common share) and $208.5 million ($0.36 per common share) during the first 40 weeks of fiscal 2025 and first 40 weeks of fiscal 2024, respectively. On January 7, 2026, we announced the next quarterly dividend payment of $0.15 per share of Class A common stock to be paid on February 6, 2026 to stockholders of record as of the close of business on January 23, 2026.

Previous wording

The Board has authorized a multi-year share repurchase program of up to $2.0 billion of our common stock. The share repurchase program could include open market repurchases, accelerated share repurchase programs, tender offers, block trades, potential privately negotiated transactions, or trading plans in compliance with the federal securities laws. During the first 28 weeks of fiscal 2025, we repurchased an aggregate of 25.7 million shares of common stock for a total of $550.1 million.

Current wording

The Board has authorized a multi-year share repurchase program of up to $2.75 billion of our common stock. The share repurchase program could include open market repurchases, accelerated share repurchase programs, tender offers, block trades, potential privately negotiated transactions, or trading plans in compliance with the federal securities laws. On October 14, 2025, we entered into the ASR Agreement with JPMorgan to repurchase $750 million of shares of our common stock. The ASR Agreement was funded with $750.0 million of borrowings under the ABL Facility. Pursuant to the ASR Agreement, on October 15, 2025, we paid JPMorgan $750.0 million in cash and received an initial delivery of 35.4 million shares of common stock with a value equal to $600.0 million as of the date the ASR Agreement was executed, representing an estimated 80% of the total shares initially underlying the

Previous wording

Based on current operating trends, we believe that we have significant sources of cash to meet our liquidity needs for the next 12 months and for the foreseeable future, including cash on hand, cash flows from operating activities and other sources of liquidity, including the ABL Facility. We estimate our liquidity needs over the next 12 months to be in the range of $6.5 billion to $7.0 billion. This includes $325.0 million related to the outstanding borrowings under our ABL Facility for which we may, at our discretion, elect to pay all or a portion of the outstanding balance within the next 12 months, and anticipated requirements for incremental working capital, capital expenditures, pension obligations, interest payments and scheduled principal payments of debt, operating leases, finance leases, quarterly dividends on Class A common stock and common stock repurchases, inclusive of the recently announced ASR Agreement. In addition, we may enter into refinancing and sale leaseback transactions from time to time. We believe we have adequate cash flow to continue to maintain our current debt ratings and to respond effectively to competitive conditions.

Current wording

Based on current operating trends, we believe that we have significant sources of cash to meet our liquidity needs for the next 12 months and for the foreseeable future, including cash on hand, cash flows from operating activities and other sources of liquidity, including the ABL Facility. We estimate our liquidity needs over the next 12 months to be in the range of $5.5 billion to $6.0 billion. This includes $485.0 million related to the outstanding borrowings under our ABL Facility for which we may, at our discretion, elect to pay all or a portion of the outstanding balance within the next 12 months, and anticipated requirements for working capital, capital expenditures, pension obligations, interest payments and scheduled principal payments of debt, operating leases, finance leases, quarterly dividends on Class A common stock and common stock repurchases. In addition, we may enter into refinancing and sale leaseback transactions from time to time. We believe we have adequate cash flow to continue to maintain our current debt ratings and to respond effectively to competitive conditions.