US Foods Holding Corp
For the period ended Sep 28, 2024. Filed Nov 7, 2024.
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Sep 28, 2024 · Filed Nov 7, 2024
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchase Programs
On November 2, 2022, our Board of Directors approved a share repurchase program (“Original Share Repurchase Program”) under which the Company was authorized to repurchase up to $500 million of its outstanding common stock. On June 1, 2024, the Board approved, and on June 5, 2024, the Company announced, an increase in the amount of common stock that could be purchased under the Original Share Repurchase Program to $1 billion (“Amended Share Repurchase Program”). As of September 28, 2024, there was approximately $398 million in remaining funds authorized under the Amended Share Repurchase Program. For the 13 weeks ended September 28, 2024, the Company repurchased 10,399,672 shares at an aggregate purchase price of approximately $580 million under the Amended Share Repurchase Program, inclusive of $6 million of excise taxes, fees and commissions. For the 39 weeks ended September 28, 2024, the Company repurchased 11,433,047 shares at an aggregate purchase price of approximately $634 million under the Amended Share Repurchase Program and the Original Share Repurchase Program, inclusive of $7 million of excise taxes, fees and commissions.
The following table summarizes repurchases of US Foods common stock for the 13 weeks ended September 28, 2024:
| Period (Millions of dollars, except number and price per share) | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (1) |
|---|---|---|---|---|
| June 30, 2024 through August 3, 2024 | 933,400 | $52.96 | 933,400 | $929 |
| August 4, 2024 through August 31, 2024 | 6,915,384 | 54.68 | 6,915,384 | 551 |
| September 1, 2024 through September 28, 2024 | 2,550,888 | 59.93 | 2,550,888 | 398 |
| Total | 10,399,672 | $55.81 | 10,399,672 |
(1) The size and timing of any repurchases will depend on a number of factors, including share price, general business and market conditions and other factors. Under the Amended Share Repurchase Program, repurchases can be made from time to time using a variety of methods, including open market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans. The Amended Share Repurchase Program does not obligate the Company to acquire any particular amount of shares, and the Amended Share Repurchase Program may be suspended or discontinued at any time at the Company’s discretion. The Amended Share Repurchase Program does not have an expiration date.
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