SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Disclose 7.9% Stake in US Foods Holding Corp
Ownership Disclosure
FMR LLC and its Chairman and CEO, Abigail P. Johnson, have filed an amended Schedule 13G, disclosing a beneficial ownership of 7.9% of US Foods Holding Corp's common stock as of March 31, 2025.
Summary
- FMR LLC and Abigail P. Johnson, its Chairman and CEO, collectively reported beneficial ownership of 18,206,573.61 shares of US Foods Holding Corp's common stock.
- This ownership represents 7.9% of the total outstanding common stock of US Foods Holding Corp.
- FMR LLC holds sole voting power over 13,485,121.71 shares and sole dispositive power over 18,206,573.61 shares.
- Abigail P. Johnson, through her role and ownership in FMR LLC, is deemed to beneficially own the same aggregate amount of shares with sole dispositive power.
- The filing states that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of US Foods Holding Corp.
- This is an Amendment No. 11 to a previously filed Schedule 13G.
- The filing identifies several FMR LLC subsidiaries and affiliates involved in the beneficial ownership, including FIAM LLC, Fidelity Diversifying Solutions LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, and Strategic Advisers LLC.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently lead to a positive or negative sentiment regarding the issuer's performance or prospects. The sentiment is neutral as it simply reports a stake.
Positives
- The disclosure of a significant stake by a major institutional investor like FMR LLC can signal confidence in US Foods Holding Corp's long-term prospects.
- The filing explicitly states that the shares were acquired and are held in the ordinary course of business, indicating a passive investment rather than an activist intent to influence control.
Negatives
- The Schedule 13G filing does not provide any financial performance metrics or operational updates for US Foods Holding Corp, limiting its scope for comprehensive financial analysis.
- The document does not detail the specific reasons for the change in ownership percentage from previous filings (Amendment No. 11), which could be a decrease or increase.
Risks
- While the filing states no intent to influence control, a large beneficial ownership stake by a single entity or group could still represent a concentration risk for other shareholders.
- The document does not provide insight into the investment thesis or future plans of FMR LLC regarding its stake in US Foods Holding Corp, which could change over time.
Future Outlook
This document is a disclosure of beneficial ownership and does not contain any forward-looking statements or guidance regarding US Foods Holding Corp's future performance or outlook.
Management Comments
- "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11."
Industry Context
This filing reflects a significant institutional investment in the food distribution sector. Large stakes by major asset managers like FMR LLC are common across various industries and typically indicate a long-term investment perspective rather than a strategic industry move.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director, Chairman, and Chief Executive Officer of FMR LLC | N/A (role confirmed, not a change) | Abigail P. Johnson | N/A | N/A (role confirmed, not a change) |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure Disclosure (FMR LLC) | Members of the Johnson family, including Abigail P. Johnson, are the predominant owners (49% voting power) of Series B voting common shares of FMR LLC. They have a shareholders' voting agreement to vote Series B shares in accordance with the majority vote, forming a controlling group with respect to FMR LLC under the Investment Company Act of 1940. | N/A (existing structure) | This details the internal governance and control structure of the reporting entity, FMR LLC, and its affiliates, clarifying how their beneficial ownership is aggregated and reported. |
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional holder, which can influence market perception and trading activity.
- Investment Professionals: Offers insight into the holdings of a major asset manager, potentially informing investment strategies or competitive analysis.
Key Dates
| Date | Description |
|---|---|
| 2023-01-03 | Effective date of Power of Attorney for FMR LLC and its subsidiaries, authorizing Stephanie J. Brown to sign. |
| 2023-01-26 | Effective date of Power of Attorney for Abigail P. Johnson, authorizing Stephanie J. Brown to sign. |
| 2025-03-31 | Date of event which requires the filing of this statement (reporting period end date). |
| 2025-05-09 | Date of signing and filing of the Schedule 13G Amendment No. 11. |
Keywords
US Foods Holding Corp, FMR LLC, Abigail P. Johnson, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investor, SEC Filing, Ownership Disclosure, Investment Management
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