US Foods Holding Corp.
For the period ended Sep 26, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 26, 2026 · Filed Nov 5, 2026
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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 24, 2025, the Board of Directors approved, and the Company publicly announced, the November 2025 Share Repurchase Program, under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock.
For the 13 weeks ended September 26, 2026, the Company repurchased approximately 1.7 million shares at an aggregate purchase price of approximately $191 million under the November 2025 Share Repurchase Program, inclusive of fees, commissions, and any related excise tax. For the 39 weeks ended September 26, 2026, the Company repurchased approximately 7.5 million shares at an aggregate purchase price of approximately $690 million under the Company’s prior share repurchase program and the November 2025 Share Repurchase Program, inclusive of fees, commissions, and any related excise tax. As of September 26, 2026, there were $450 million in remaining funds authorized under the November 2025 Share Repurchase Program.
The following table summarizes repurchases of US Foods common stock for the three periods ended September 26, 2026:
| Period (Millions of dollars, except number and price per share) | Total Number of Shares Purchased | Average Price Paid per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(2) |
|---|---|---|---|---|
| June 28, 2026 through July 25, 2026 | — | $— | — | $641 |
| July 26, 2026 through August 29, 2026 | 1,205,191 | 108.81 | 1,205,191 | $509 |
| August 30, 2026 through September 26, 2026 | 571,626 | 102.46 | 571,626 | $450 |
| Total | 1,776,817 | $106.76 | 1,776,817 |
(1) Average price paid per share includes broker commissions but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the Inflation Reduction Act of 2022.
(2) On November 24, 2025, the Board of Directors approved the November 2025 Share Repurchase Program, under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock, inclusive of fees, commissions, and any related excise tax. As of September 26, 2026, there were $450 million in remaining funds authorized under the November 2025 Share Repurchase Program. The November 2025 Share Repurchase Program does not have an expiration date. See Note 11, Stockholders' Equity, in our consolidated financial statements for further information.
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