US Foods Holding Corp.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchase Programs

On May 7, 2025, the Board of Directors approved, and on May 8, 2025, the Company announced, a share repurchase program (“May 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock. On November 24, 2025, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Morgan Stanley & Co. LLC to repurchase an aggregate of $250 million of the Company’s common stock under the May 2025 Share Repurchase Program. Additionally, on November 24, 2025, the Board of Directors approved, and the Company publicly announced a new share repurchase program (the “November 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock. In the fourth quarter of 2025, under the ASR Agreement, the Company funded $250 million and received a $200 million initial delivery of approximately 2.6 million shares of the Company’s common stock based on a volume weighted average price of $77.41 per share, inclusive of the 1% excise tax. The ASR Agreement concluded in the first fiscal quarter of 2026 and 530,300 additional shares were delivered. In total, under the ASR Agreement, the Company paid $250 million to repurchase approximately 3.1 million shares of US Foods common stock at a volume weighted average price of $80.42 per share, inclusive of the 1% excise tax.

As of December 27, 2025, there were approximately $90 million in remaining funds authorized under the May 2025 Share Repurchase Program and $1 billion in remaining funds authorized under the November 2025 Share Repurchase Program.

As of March 28, 2026, there were approximately $14 million of remaining funds authorized under the May 2025 Share Repurchase Program and $1 billion in remaining funds authorized under the November 2025 Share Repurchase Program.

For the 13 weeks ended March 28, 2026, the Company repurchased approximately 1.4 million shares at an aggregate purchase price of approximately $125 million under the May 2025 Share Repurchase Program ($50 million of which was funded in the fourth quarter of 2025 pursuant to the ASR Agreement, as described above), inclusive of fees, commissions, and any related excise tax.

The following table summarizes repurchases of US Foods common stock for the three periods ended March 28, 2026:

(1) On May 7, 2025, the Board of Directors approved a share repurchase program (“May 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock. On November 24, 2025, the Company entered into an accelerated share repurchase agreement (“ASR Agreement”) with Morgan Stanley & Co. LLC to repurchase an aggregate of $250 million of the Company’s common stock under the May 2025 Share Repurchase Program. The ASR Agreement concluded in the first fiscal quarter of 2026 and 530,300 additional shares were delivered. In total, under the ASR Agreement, the Company paid $250 million to repurchase approximately 3.1 million share of US Foods common stock at a volume weighted average price of $80.42 per share, inclusive of excise tax. Additionally, on November 24, 2025, the Board of Directors approved a new share repurchase program (“November 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock. See Note 11, Stockholders' Equity, in our consolidated financial statements for further information.

(2) Activity entirely related to settlement of ASR Agreement.