US Foods Holding Corp.
For the period ended Sep 27, 2025. Filed Nov 6, 2025.
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Sep 27, 2025 · Filed Nov 6, 2025
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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 (“2022 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 2022 Share Repurchase Program to $1 billion (collectively, the “Original Share Repurchase Program”). On May 7, 2025, the Board of Directors approved, and on May 8, 2025, the Company announced, a new share repurchase program (“New Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $1 billion of its outstanding common stock. As of September 27, 2025, there were no remaining funds authorized under the Original Share Repurchase Program and approximately $467 million in remaining funds authorized under the New Share Repurchase Program.
For the 13 weeks ended September 27, 2025, the Company repurchased approximately 4.1 million shares at an aggregate purchase price of approximately $335 million under the New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax. For the 39 weeks ended September 27, 2025, the Company repurchased approximately 7.6 million shares at an aggregate purchase price of approximately $608 million under the Original Share Repurchase Program and New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.
The following table summarizes repurchases of US Foods common stock for the three periods ended September 27, 2025:
| 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 29, 2025 through August 2, 2025 | 3,336,919 | $82.41 | 3,336,919 | $527 |
| August 3, 2025 through August 30, 2025 | 749,761 | 80.03 | 749,761 | 467 |
| August 31, 2025 through September 27, 2025 | – | – | – | 467 |
| Total | 4,086,680 | $81.97 | 4,086,680 |
(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 New 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 New Share Repurchase Program does not obligate the Company to acquire any particular amount of shares, and the New Share Repurchase Program may be suspended or discontinued at any time at the Company’s discretion. The New Share Repurchase Program does not have an expiration date.
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