What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-13 · 254 added, 448 removed, 1045 unchanged (40% of the section changed)

12 unchanged sentences

We have audited the accompanying consolidated balance sheets of US Foods Holding Corp.

and subsidiaries (the “Company”) as of December 28, 2024 and December 30, 2023, the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended December 28, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the “Company”) as of December 27, 2025 and December 28, 2024, the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows, for each of the three fiscal years in the period ended December 27, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three fiscal years in the period ended December 27, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

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The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Vendor Consideration - Refer to Note 2 to the financial statements.

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• We tested the design and operating effectiveness of controls over the calculation of the amount recorded and the accuracy of the agreement information input in the system utilized to calculate the amount of vendor consideration recorded.

• We selected samples of vendor consideration recorded and (1) confirmed the amount recorded directly with the vendors or (2) recalculated vendor consideration amounts recorded by the Company using the terms of the executed vendor agreement.

• We selected a sample of inventory on hand and evaluated whether the related vendor consideration was properly recognized at and during the period ended December 28, 2024.

• We selected a sample of deductions made on payments to vendors after period end and evaluated whether the vendor consideration was properly recorded at December 28, 2024.

• We selected samples of vendor consideration recorded and (1) confirmed the amount recorded directly with the vendors or obtained subsequent receipt of the vendor consideration or (2) recalculated vendor consideration amounts recorded by the Company using the terms of the executed vendor agreement.

• We selected samples of inventory on hand and evaluated whether the related vendor consideration was properly recognized at and during the period ended December 27, 2025.

• We selected samples of deductions made on payments to vendors after period end and evaluated whether the vendor consideration was properly recorded at December 27, 2025.

• We tested the amount of vendor consideration recorded as a reduction to inventory by developing an independent expectation for the amount based on historical ratios experienced by the Company and comparing our expectation to the amount recorded in the current year.

41 unchanged sentences

Retained earnings 2,679 2,003

Accumulated other comprehensive income (loss) 43 ( 115 )

Accumulated other comprehensive income 48 43

Treasury Stock, 36.1 and 24.2 shares, respectively

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Operating income 1,199 1,099 1,017

Other expense (income)—net 6 ( 6 ) ( 22 )

Other (income) expense—net ( 4 ) 6 ( 6 )

Interest expense—net 305 315 324

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Shareholders’

BALANCE—January 1, 2022 223.0 $ 2 $ 2,970 $ 782 — $ — $ ( 19 ) $ 3,735

BALANCE—December 31, 2022 225.2 $ 2 $ 3,036 $ 1,010 0.4 $ ( 14 ) $ ( 73 ) $ 3,961

Share-based compensation expense — — 56 — — — — 56

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Tax withholding payments for net share-settled equity awards — — ( 12 ) — — — — ( 12 )

Series A convertible preferred stock conversion to common stock 25.0 1 534 — — — — 535

Series A convertible preferred stock dividends — — — ( 7 ) — — — ( 7 )

Changes in retirement benefit obligations, net of income tax — — — — — — ( 43 ) ( 43 )

Interest rate hedge activity, net of income tax — — — — — — 1 1

Common stock repurchased — — — — 7.4 ( 294 ) — ( 294 )

Excise tax on common stock repurchases — — — — — ( 3 ) — ( 3 )

Net income — — — 506 — — — 506

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Share-based compensation expense — — 63 — — — — 63

Proceeds from employee stock purchase plan 0.7 — 24 — — — — 24

Proceeds from employee share purchase plan 0.4 — 28 — — — — 28

Vested restricted stock units, net 0.7 — — — — — — —

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Tax withholding payments for net share-settled equity awards — — ( 21 ) — — — — ( 21 )

Series A convertible preferred stock conversion to common stock 25.0 1 534 — — — — 535

Series A convertible preferred stock dividends — — — ( 7 ) — — — ( 7 )

Changes in retirement benefit obligations, net of income tax — — — — — — 158 158

Interest rate hedge activity, net of income tax — — — — — — 1 1

Common stock repurchased — — — — 16.4 ( 958 ) — ( 958 )

Excise tax on common stock repurchases — — — — — ( 3 ) — ( 3 )

Net income — — — 494 — — — 494

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Depreciation and amortization 462 438 395

Gain on disposal of property and equipment—net ( 1 ) ( 6 ) ( 5 )

Tangible asset impairment charges — 1 10

Intangible asset impairment charges 13 — —

Loss on extinguishment of debt — 10 21

Loss on pension settlement — 124 —

Amortization of deferred financing costs 9 17 12

Deferred tax (benefit) provision ( 10 ) 9 17

Deferred tax provision (benefit) 86 ( 10 ) 9

Share-based compensation expense 83 63 56

Provision for doubtful accounts 35 29 24

Other non-cash activities 9 8 12

Changes in operating assets and liabilities, net of business acquisitions:

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(Increase) decrease in inventories ( 66 ) ( 16 ) 61

Decrease (increase) in prepaid expenses and other assets 38 ( 67 ) ( 24 )

(Increase) decrease in prepaid expenses and other assets ( 34 ) 38 ( 67 )

Increase in accounts payable and cash overdraft liability 143 170 200

(Decrease) increase in accrued expenses and other liabilities ( 34 ) 80 44

Increase (decrease) in accrued expenses and other liabilities 57 ( 34 ) 80

Net cash provided by operating activities 1,369 1,174 1,140

1 unchanged sentence

Acquisition of businesses—net of cash received ( 131 ) ( 214 ) ( 196 )

Proceeds from business divestiture 38 — —

Proceeds from sales of property and equipment 6 3 10

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Repurchase of common stock ( 926 ) ( 948 ) ( 294 )

Unsettled accelerated share repurchases ( 50 ) — —

Proceeds from employee stock purchase plan 28 28 24

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Cash, cash equivalents and restricted cash—end of year $ 41 $ 60 $ 269

See Notes to Consolidated Financial Statements.

US FOODS HOLDING CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Fiscal Years Ended

December 27, 2025 December 28, 2024 December 30, 2023

Supplemental disclosures of cash flow information:

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Income taxes paid—net 89 181 161

Federal 52 150 145

State 37 31 16

California 8 * *

Property and equipment purchases included in accounts payable 79 47 39

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Total cash and cash equivalents $ 41 $ 60 $ 269

*Jurisdiction below the threshold for the period presented.

See Notes to Consolidated Financial Statements.

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The Company uses specific criteria to determine uncollectible receivables to be written off, including bankruptcy, accounts referred to outside parties for collection and accounts past due over specified periods.

The customer accounts written off, net of recoveries, were $ 27 million, $ 23 million and $ 36 million for the fiscal years ended 2025, 2024 and 2023, respectively.

Vendor Consideration and Receivables —The Company participates in various rebate and promotional incentives with its suppliers, primarily through purchase-based programs.

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As of December 27, 2025 and December 28, 2024, LIFO reserves in the Company’s Consolidated Balance Sheets were $ 613 million and $ 549 million, respectively.

As a result of changes in LIFO reserves, cost of goods sold increased $ 61 million in 2024, decreased $ 1 million in 2023, and increased $ 147 million in 2022.

As a result of changes in LIFO reserves, cost of goods sold increased $ 64 million in 2025, increased $ 61 million in 2024, and decreased $ 1 million in 2023.

Held for Sale —Assets and liabilities to be disposed of by sale ("disposal groups") are reclassified into assets and liabilities held for sale on the Company’s Consolidated Balance Sheets.

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Amounts in excess of certain levels, which range from $ 1 million to $ 15 million per occurrence, are insured as a risk reduction strategy to mitigate catastrophic losses.

The workers’ compensation liability is discounted, as the amount and timing of cash payments is reliably determinable given the nature of benefits and the level of historic claim volume to support the actuarial assumptions and judgments used to derive the expected loss payment pattern.

The workers’ compensation and auto liability reserves are discounted, as the amount and timing of cash payments is reliably determinable given the nature of benefits and the level of historic claim volume to support the actuarial assumptions and judgments used to derive the expected loss payment pattern.

The amount accrued is discounted using an interest rate that approximates the U.S.

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The Company does not enter into derivatives or other financial instruments for trading or speculative purposes.

In April 2023, the Company entered into two , two-year interest rate cap agreements.

In April 2025, the Company entered into a one-year interest rate cap agreement.

In June 2025, the Company entered into another one-year interest rate cap agreement effective April 30, 2026.

Interest rate caps, designated as cash flow hedges, are recorded in the Company’s Consolidated Balance Sheets at fair value.

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However, the Company does not measure its forward purchase commitments at fair value as the amounts under contract meet the physical delivery criteria in the normal purchase exception.

Concentration Risks —Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable.

The Company’s cash equivalents are held in bank accounts or invested primarily in money market funds at major financial institutions.

The account balances at these institutions may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there may be a concentration of risk related to amounts invested in excess of FDIC insurance coverage.

Concentration Risks —Financial instruments that subject the Company to concentrations of credit risk consist primarily of accounts receivable.

Credit risk related to accounts receivable is dispersed across a significantly large number of customers located throughout the U.S.

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Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 Segment Reporting (“Topic 280”) “Improvements to Reportable Segment Disclosures Topic 280,” which enhances the transparency of segment disclosures primarily related to conclusions on consolidated net income as a measure of segment profit or loss that is most consistent with U.S.

This guidance also applies to single reportable segment entities.

This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

This guidance is effective on a retrospective basis unless it is impracticable to do so and early adoption is permitted.

The Company adopted the provisions of ASU No.

2023-07 at the beginning of the fourth quarter of fiscal year 2024 and applied them retrospectively.

Refer to Note 23, Business Information for additional information.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No 2023-09 Income Taxes (“Topic 740”) “ Improvements to Income Tax Disclosures Topic 740 ”, which enhances the transparency of income tax disclosures primarily related to rate reconciliation and income taxes paid information.

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This guidance is effective on a prospective basis, though retrospective application is permitted.

The Company plans to adopt the provisions of ASU No.

2023-09 in its annual reporting in fiscal year 2025 and does not expect the provisions of the new standard to materially affect our financial position, results of operation or cash flows.

In March 2024, the SEC adopted amendments to its rules under the Securities Act and Exchanges Act The Enhancement and Standardization of Climate-Related Disclosures for Investors (“SEC Climate Rule”), which enhances the transparency of climate-related disclosures primarily related to climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, business strategy, results of operations, or financial condition.

The SEC has been the subject of various lawsuits since adopting these amendments, and has voluntarily stayed these standards pending further developments on the legal front.

Under the currently issued SEC Climate Rule, these amendments would be effective for large accelerated filers for fiscal year 2025.

The Company is continuing to monitor developments associated with these standards and has begun to assess the impacts they may have on the Company’s financial position, results of operation and cash flows.

The Company adopted the provisions of ASU No.

2023-09 at the beginning of the fourth quarter of fiscal year 2025 and applied them retrospectively.

Refer to Note 18, Income Taxes for additional information.

The provisions of the new standard do not materially affect our financial position, results of operation or cash flows.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No 2024-03 Income Statement—Reporting Comprehensive Income—“Expense Disaggregation Disclosures:

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The Company is currently evaluating the impact that this standard will have on the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (“Subtopic 350-40”) “ Targeted Improvements to the Accounting for Internal-Use Software ”, which amends the accounting guidance on the timing of capitalization of internally-developed software costs by removing references to software development stages, and provides guidance on how to determine when it is probable that a project will be completed and a software will be used to perform the function intended.

This guidance is effective for interim and fiscal years beginning after December 15, 2027, with early adoption permitted.

The standard updates may be applied prospectively, retrospectively, or via a modified prospective transition method.

The Company is currently evaluating the impact that this standard will have on the Company’s consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (“Subtopic 326”) “ Measurement of Credit Losses for Accounts Receivable and Contract Assets” .

This update provides a practical expedient for all entities to simplify the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

In developing reasonable and supportable forecasts as part of estimating expected credit losses, entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The standard updates should be applied on a prospective basis.

This guidance is effective for interim and fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact that this standard will have on the Company’s consolidated financial statements but does not expect the provisions of the new standard to materially affect our financial position, results of operation or cash flows.

REVENUE RECOGNITION

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The Company did not have any material outstanding performance obligations, contract liabilities or capitalized contract acquisition costs as of December 27, 2025 or December 28, 2024.

Customer receivables, which are included in accounts receivable, less allowances for credit losses in the Company’s Consolidated Balance Sheets, were $ 2.0 billion and $ 1.9 billion as of December 28, 2024 and December 30, 2023, respectively.

The Company has certain customer contracts under which incentives are paid upfront to its customers.

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Equipment, disposables and supplies 3,631 3,567 3,571

Produce 2,136 1,915 1,840

Beverage products 2,338 2,161 1,971

Produce 1,947 2,136 1,915

Total Net sales $ 39,424 $ 37,877 $ 35,597

ACQUISITIONS AND HELD FOR SALE

IWC Food Service —On April 4, 2024, the Company acquired IWC Food Service, a broadline distributor in Tennessee, for a purchase price of $ 220 million (less the amount of cash received, which was $ 6 million) for a net purchase price of $ 214 million, subject to adjustments.

ACQUISITIONS AND DIVESTITURES

Shetakis Acquisition —On November 14, 2025, the Company acquired Shetakis, a broadline distributor in Las Vegas, Nevada, for a purchase price of $ 46 million.

The acquisition, which was funded with cash from operations, allows US Foods to further expand its reach into Nevada and distribution channels to the southwest United States.

The Shetakis acquisition, reflected in the Company’s consolidated financial statements commencing from the date of acquisition, did not materially affect the Company’s results of operations or financial position.

The Company recorded goodwill of $ 27 million and intangible assets of $ 9 million for this acquisition related to customer relationships, which will be amortized on a straight-line basis over an estimated useful life of 15 years.

The goodwill recognized from the Shetakis acquisition is deductible for tax purposes.

Shetakis is in the process of being integrated into the Company’s foodservice distribution network.

Jake’s Finer Foods (“Jake’s”) Acquisition —On January 10, 2025, the Company acquired Jake’s, a broadline distributor in Texas, for a purchase price of $ 92 million subject to holdbacks and adjustments (less the amount of cash received).

The acquisition was funded with cash on hand and allows US Foods to further expand its reach into key markets in south Texas.

The Jake’s acquisition, reflected in the Company’s consolidated financial statements commencing from the date of acquisition, did not materially affect the Company’s results of operations or financial position.

The Company recorded goodwill of $ 4 million and intangible assets of $ 5 million for this acquisition.

The intangible assets included $ 4 million related to customer relationships and $ 1 million related to noncompete agreements, which will be amortized on a straight-line basis over an estimated useful life of 15 and 5 years, respectively.

The goodwill recognized from the Jake’s acquisition is not deductible for tax purposes.

Jake’s is integrated into the Company’s foodservice distribution network.

IWC Food Service (“IWC”) Acquisition —During the fiscal quarter ended June 29, 2024, the Company acquired IWC, a broadline distributor in Tennessee, for a purchase price of $ 220 million (less the amount of cash received, which was $ 6 million) for a net purchase price of $ 214 million, subject to adjustments.

The acquisition, which was a stock acquisition, was funded with cash from operations and allows US Foods to further expand its reach into Tennessee and distribution channels to the southeast United States.

The IWC Food Service acquisition, reflected in the Company’s consolidated financial statements commencing from the date of the closing of the acquisition on April 5, 2024, did not materially affect the Company’s results of operations or financial position.

The IWC acquisition, reflected in the Company’s consolidated financial statements commencing from the date of the closing of the acquisition on April 5, 2024, did not materially affect the Company’s results of operations or financial position.

The Company recorded goodwill of $ 81 million and intangible assets of $ 82 million for this acquisition.

The intangible assets included $ 78 million related to customer relationships and $ 4 million related to noncompete agreements, which will be amortized on a straight-line basis over an estimated useful life of 15 and 5 years, respectively.

The goodwill recognized from the IWC Food Service acquisition is deductible for tax purposes.

IWC Food Service is integrated into the Company’s foodservice distribution network.

Jake’s Finer Foods Acquisition —Subsequent to fiscal year end 2024, on January 10, 2025, the Company completed the acquisition of Jake’s Finer Foods for approximately $ 92 million.

The acquisition will allow US Foods to further expand its reach into key markets in south Texas.

The acquisition was an asset acquisition funded with cash on hand.

The Company is in the process of measuring the acquired assets and assumed liabilities as of the acquisition date.

The goodwill recognized from the IWC acquisition is deductible for tax purposes.

IWC is integrated into the Company’s foodservice distribution network.

Saladino’s Acquisition —On December 1, 2023, the Company acquired Saladino’s, a broadline distributor in California for a purchase price of $ 56 million.

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Saladino’s is integrated into the Company’s foodservice distribution network.

Renzi Foodservice Acquisition —On July 7, 2023, the Company acquired Renzi Foodservice , a broadline distributor in New York, for a purchase price of $ 142 million (less the amount of the post-closing working capital adjustment, which was $ 2 million) for a net purchase price of $ 140 million.

Renzi Foodservice (“Renzi”) Acquisition —On July 7, 2023, the Company acquired Renzi, a broadline distributor in New York, for a purchase price of $ 142 million (less the amount of the post-closing working capital adjustment, which was $ 2 million) for a net purchase price of $ 140 million.

The acquisition, which was funded with cash from operations, allows US Foods to further expand its reach into central upstate New York.

The Renzi Foodservice acquisition, reflected in the Company’s consolidated financial statements commencing from the date of acquisition, did not materially affect the Company’s results of operations or financial position.

The Renzi acquisition, reflected in the Company’s consolidated financial statements commencing from the date of acquisition, did not materially affect the Company’s results of operations or financial position.

The Company recorded goodwill of $ 58 million and intangible assets of $ 57 million for this acquisition.

The intangible assets included $ 54 million related to customer relationships and $ 3 million related to noncompete agreements, which will be amortized on a straight-line basis over an estimated useful life of 15 and 5 years, respectively.

The goodwill recognized from the Renzi Foodservice acquisition is deductible for tax purposes.

Renzi Foodservice is integrated into the Company’s foodservice distribution network.

Acquisition and integration costs, which included IWC Food Service, Saladino’s and Renzi Foodservice as well as previous acquisitions, included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income were $ 7 million, $ 6 million and $ 16 million during fiscal years 2024, 2023 and 2022, respectively.

Held for Sale

Freshway Planned Divestiture —During the fourth quarter of fiscal year 2024, the Company reached the decision to sell its Freshway business, which processes, repacks, and distributes fresh fruit and vegetables in the eastern half of the U.S.

The Company determined the associated assets met the held for sale accounting criteria as of December 28, 2024.

The sale of the Freshway business does not represent a strategic shift that will have a major effect on the Company’s operations and financial results and, therefore, did not qualify for presentation as discontinued operations.

As the Freshway business met the criteria to be classified as held for sale, the Company is required to record their assets and liabilities at the lower of carrying value or fair value less any costs to sell based on the agreed-upon sale price and present the related assets and liabilities as separate line items in the Consolidated Balance Sheets.

As the carrying values did not exceed fair value less any costs to sell, the related assets and liabilities were recorded at their carrying values.

On November 8, 2024, the Company entered into a definitive agreement to sell the Freshway business.

The transaction is subject to customary closing conditions.

Assets and liabilities held for sale consisted of the following:

December 28, 2024

Cash and cash equivalents $ 1

Accounts receivable, net 5

Inventories, net 2

Total current assets 8

Property and equipment, net 18

Total assets held for sale $ 41

Accounts payable $ 6

Accrued expenses 2

Total current liabilities 8

Long term debt 2

Other long term liabilities 9

Total liabilities held for sale $ 19

Planned divestiture costs, included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income were $ 11 million in 2024.

There were no planned divestiture costs during fiscal years 2023 and 2022.

On June 5, 2024, the Company announced it intends to explore the potential sale of its assets and liabilities related to CHEF’STORE wholesale restaurant supply business and, if a sale is completed, then entirely focus on delivered broadline operations.

As of December 28, 2024, the Company is in the process of exploring this sale which has not met held for sale criteria in the current year.

Subsequent to fiscal year end 2024, on January 31, 2025, the Company completed the divestiture of Freshway.

The Company is in the process of determining the gain or loss on sale for this transaction but does not believe that the gain or loss on sale is material to the Company’s consolidated financials.

ALLOWANCE FOR CREDIT LOSSES

A summary of the activity in the allowance for credit losses for the last three fiscal years is as follows:

2024 2023 2022

Balance as of beginning of year $ 18 $ 30 $ 33

Charged (benefit) to costs and expenses, net

Customer accounts written off—net of recoveries

( 23 ) ( 36 ) ( 9 )

Balance as of end of year $ 24 $ 18 $ 30

For the year ended December 30, 2023, the customer accounts written off - net of recoveries is primarily due to a one-time write-off for one large national customer whose outstanding amount due had previously been reserved.

This table excludes the vendor receivable related allowance for credit losses of $ 7 million and $ 5 million as of December 28, 2024 and December 30, 2023, respectively.

The goodwill recognized from the Renzi acquisition is deductible for tax purposes.

Renzi is integrated into the Company’s foodservice distribution network.

Acquisition and integration costs included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income were $ 12 million, $ 7 million and $ 6 million during fiscal years 2025, 2024 and 2023, respectively.

Freshway Divestiture —As the Freshway business met the criteria to be classified as held for sale as of the fiscal year ended 2024, the Company was required to record their assets and liabilities at the lower of carrying value or fair value less any costs to sell based on the agreed upon sale price and present the related assets and liabilities as separate line items in the Consolidated Balance Sheets as of fiscal year ended 2024.

During the fiscal year ended 2024, the Company had planned divestiture costs of $ 11 million included in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income.

Additionally, for the fiscal year ended 2024, the Company had assets held for sale of $ 41 million and liabilities held for sale of $ 19 million related to the planned divestiture in the Company’s Consolidated Balance Sheets.

During the fiscal quarter ended March 29, 2025, the Company completed the sale of the Freshway business for net proceeds of $ 38 million.

The Freshway business processes, repacks, and distributes fresh fruit and vegetables in the eastern half of the U.S.

The Company recognized an immaterial loss included within distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income.

The sale of the Freshway business did not represent a strategic shift that had a major effect on the Company’s operations and financial results and, therefore, did not qualify for presentation as discontinued operations.

PROPERTY AND EQUIPMENT

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Property and equipment—net $ 2,681 $ 2,398

During fiscal year 2024, the Company reclassified $ 18 million of property, plant, and equipment to assets held for sale related to the planned Freshway divestiture.

Refer to Note 5, Acquisitions and Held for Sale for additional information.

During fiscal year 2024, the Company reclassified $ 18 million of property, plant, and equipment to assets held for sale related to the Freshway divestiture.

Refer to Note 5, Acquisitions and Divestitures for additional information.

Transportation equipment included $ 717 million and $ 641 million of financing lease assets as of December 27, 2025 and December 28, 2024, respectively.

Office equipment, furniture and software included $ 6 million and $ 7 million of financing lease assets as of December 27, 2025 and December 28, 2024, respectively.

Buildings and building improvements included $ 148 million of financing lease assets as of both December 28, 2024 and December 30, 2023.

Buildings and building improvements included $ 159 million and $ 148 million of financing lease assets as of December 27, 2025 and December 28, 2024, respectively.

Accumulated amortization of financing lease assets was $ 307 million and $ 300 million as of December 27, 2025 and December 28, 2024, respectively.

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The weighted-average remaining useful life of all definite lived intangibles was approximately eleven years as of December 27, 2025.

Amortization of these definite lived intangible assets is estimated to be $ 55 million for each of fiscal years 2025, 2026, 2027, 2028 and 2029, and $ 292 million in the aggregate thereafter.

Amortization of these definite lived intangible assets is estimated to be $ 56 million for fiscal years 2026, 2027, and 2028, $ 55 million for fiscal year 2029, $ 54 million for fiscal year 2030, and $ 247 million in the aggregate thereafter.

Goodwill and other intangibles—net consisted of the following:

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Total other intangibles—net $ 781 $ 836

Relates to the reclassification of goodwill allocated to the planned Freshway divestiture.

Refer to Note 5, Acquisitions and Held for Sale for additional information.

The increase in goodwill is attributable to prior period acquisition purchase price adjustments and the IWC Food Service acquisition in the second quarter of fiscal year 2024.

The increase in the gross carrying amounts of customer relationships is attributable to both prior period acquisition purchase price adjustments and the IWC Food Service acquisition.

The increase in the gross carrying amount of noncompete agreements is attributable to the IWC Food Service acquisition.

See Note 5, Acquisitions and Held for Sale.

For the fiscal year ended 2024, relates to the reclassification of goodwill allocated to the Freshway divestiture.

Refer to Note 5 for additional information.

The change in goodwill is attributable to the Jake’s and Shetakis acquisitions, offset by the Freshway divestiture during the fiscal year ended 2025.

The increase in the gross carrying amount of customer relationships and noncompete agreements is attributable to the Jake’s and Shetakis acquisitions.

See Note 5, Acquisitions and Divestitures.

The Company assesses for impairment of intangible assets with definite lives only if events occur that indicate that the carrying amount of an intangible asset may not be recoverable.

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For goodwill and indefinite-lived intangible assets, the Company’s policy is to assess for impairment as of the beginning of each fiscal third quarter.

The Company completed its most recent annual impairment assessment for goodwill and indefinite-lived intangible assets as of the first day of the third quarter of fiscal year 2024, with no impairments noted.

The Company performed the annual indefinite-lived intangible assets impairment assessment using a qualitative approach to determine, as of the date of the assessment, whether it was more likely than not that the fair value of indefinite-lived intangible assets was less than its carrying value.

In performing the qualitative assessment, we identified and considered the significance of relevant key factors, events, and circumstances that affect the fair value of indefinite-lived intangible assets.

These factors include external factors such as macroeconomic, industry, and market conditions, as well as entity-specific factors, such as actual and planned financial performance.

Based on our qualitative fiscal year 2025 annual impairment analysis for indefinite-lived intangible assets, we concluded that it is more likely than not that the fair value of our trademark indefinite-lived intangible assets and brand name indefinite-lived intangible assets exceeded their respective carrying values and that the quantitative impairment test was unnecessary.

As a part of this assessment, the Company determined that there were no future plans to utilize several acquired indefinite-lived intangible trademarks and brand names.

This resulted in a $ 13 million impairment during the fiscal year ended December 27, 2025.

For goodwill, the reporting unit used in assessing impairment is the Company’s one business segment as described in Note 21, Business Information.

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These factors include external factors such as market conditions, macroeconomic, and industry, as well as entity-specific factors, such as actual and planned financial performance.

Based upon the Company’s qualitative fiscal 2024 annual goodwill impairment analysis, the Company concluded that it is more likely than not that the fair value of goodwill exceeded its carrying value and there is no risk of impairment.

The Company’s fair value estimates of the brand names and trademarks indefinite-lived intangible assets are based on a relief from royalty method.

The fair value of these intangible assets is determined for comparison to the corresponding carrying value.

If the carrying value of these assets exceeds its fair value, an impairment loss is recognized in an amount equal to the excess.

Key assumptions used in the relief from royalty method included the long-term growth rates of future revenues, the royalty rate for such revenue, and a discount rate.

These assumptions require significant judgment by management, and are therefore considered Level 3 inputs in the fair value hierarchy.

Based upon the Company’s fiscal year 2024 annual impairment analysis, the Company concluded the fair value of its brand names and trademarks exceeded its carrying value.

Due to the many variables inherent in estimating fair value and the relative size of the recorded indefinite-lived intangible assets, differences in assumptions may have a material effect on the results of the Company’s impairment analysis in future periods.

Based upon the Company’s qualitative fiscal 2025 annual goodwill impairment analysis, the Company concluded that it is more likely than not that the fair value of goodwill exceeded its carrying value and that the quantitative goodwill impairment test was unnecessary.

FAIR VALUE MEASUREMENTS

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Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized as of the end of the reporting period in which the transfer occurs.

There were no transfers between fair value levels in any of the periods presented below.

The Company’s assets and liabilities measured at fair value on a recurring basis as of December 28, 2024 and December 30, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows:

December 28, 2024

Level 1 Level 2 Level 3 Total

Money market funds $ — $ — $ — $ —

Interest rate caps — — — —

December 30, 2023

Level 1 Level 2 Level 3 Total

Money market funds $ 208 $ — $ — $ 208

Interest rate caps — 1 — 1

There were no transfers between fair value levels for the fiscal years ended 2025 or 2024.

There were no significant assets or liabilities on the Company’s Consolidated Balance Sheets measured at fair value on a nonrecurring basis, except as further disclosed in Note 7, Goodwill and Other Intangibles.

Recurring Fair Value Measurements

Money Market Funds

Money market funds include highly liquid investments with an original maturity of three or fewer months.

These funds are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy.

Derivative Financial Instruments

The Company has in the past, and may in the future, use interest rate swaps and interest rate caps, designated as cash flow hedges, to manage its exposure to interest rate movements in connection with its variable-rate debt.

In April 2023, the Company entered into two , two-year rate cap agreements, which will mature on April 30, 2025, with a total notional amount of $ 450 million, which will effectively cap the interest rate on approximately 34 % of the current principal amount of the Term Loan Facilities.

The Company’s maximum exposure to the variable component of the interest rate on the Term Loan Facilities will be 5 % on the notional amount covered by the interest rate cap.

In April 2023, the Company entered into two , two-year rate cap agreements, which matured on April 30, 2025, with a total notional amount of $ 450 million (the “2023 interest rate caps”).

On April 10, 2025, the Company entered into a one-year interest rate cap agreement, which will mature on April 30, 2026, with a total notional amount of $ 450 million (the “2025 April interest rate cap”).

In June 2025, the Company entered into another one-year interest rate cap agreement effective April 30, 2026 which will mature on April 30, 2027 with a notional amount of $ 450 million (the “2025 June interest rate cap”).

The 2025 April interest rate cap and the 2025 June interest rate cap hedges effectively cap the interest rate on approximately 34 % of the current principal amount of the Term Loan Facilities.

The Company’s maximum exposure to the variable component of the interest rate on the Term Loan Facilities will be 5 % on the notional amount covered by the 2025 April interest rate cap and the 2025 June interest rate cap.

The Company’s derivative financial instruments are classified as Level 2 assets.

The Company records its interest rate caps within other current assets in the Consolidated Balance Sheet at fair value, based on projections of cash flows and future interest rates.

The determination of fair value includes the consideration of any credit valuation adjustments necessary, giving consideration to the creditworthiness of the respective counterparties or the Company, as appropriate.

As of December 28, 2024, the fair value of the Company’s interest rate caps recorded within other current assets is zero .

As of December 30, 2023, the fair value of the Company’s interest rate caps recorded within other current assets is $ 1 million.

As of December 27, 2025 and December 28, 2024, the fair value of the Company’s Level 2 assets recorded within other current assets was immaterial for both periods.

See Note 17, Changes in accumulated other comprehensive income (loss).

The effective portion of gains and losses on the interest rate caps are initially recorded in other comprehensive loss and reclassified to interest expense during the period in which the hedged transaction affects income.

There was no ineffectiveness attributable to the Company’s interest rate hedges during the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.

The following table presents the effect of the Company’s interest rate caps in its Consolidated Statements of Comprehensive Income for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022:

Derivatives in Cash Flow Hedging Relationships Amount of Gain Recognized in Accumulated Other Comprehensive Loss, net of tax Location of Amounts Reclassified from Accumulated Other Comprehensive Loss Amount of Gain Reclassified from Accumulated Other Comprehensive Loss to Income,

For the fiscal year ended December 28, 2024

Interest rate caps

$ — Interest expense—net $ —

For the fiscal year ended December 30, 2023

Interest rate swaps

$ 1 Interest expense—net $ —

For the fiscal year ended December 31, 2022

Interest rate swaps

$ — Interest expense—net $ —

Other Fair Value Measurements

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The fair value of the Company’s 7.25 % senior unsecured notes due January 15, 2032 (the “Unsecured Senior Notes due 2032”) was $ 0.5 billion and $ 0.5 billion as of December 27, 2025 and December 28, 2024, respectively.

The fair value of the Company’s new October 2024 note offering of 5.75 % unsecured senior notes due April 15, 2033 (the “Unsecured Senior Notes due 2033”) was $ 0.5 billion as of December 28, 2024.

The fair value of the Unsecured Senior Notes dues 2028, the Unsecured Senior Notes due 2029, the Unsecured Senior Notes due 2030, the Unsecured Senior Notes due 2032 and the Unsecured Senior Notes due 2033 is based upon their closing market prices on the respective dates.

The fair value of the Company’s new October 2024 note offering of 5.75 % unsecured senior notes due April 15, 2033 (the “Unsecured Senior Notes due 2033”) was $ 0.5 billion and $ 0.5 billion as of December 27, 2025 and December 28, 2024, respectively.

The fair value of the Unsecured Senior Notes due 2028, the Unsecured Senior Notes due 2029, the Unsecured Senior Notes due 2030, the Unsecured Senior Notes due 2032 and the Unsecured Senior Notes due 2033 is based upon their closing market prices on the respective dates.

The fair value of the Unsecured Senior Notes due 2028, the Unsecured Senior Notes due 2029, the Unsecured Senior Notes due 2030, the Unsecured Senior Notes due 2032 and the Unsecured Senior Notes due 2033 is classified under Level 2 of the fair value hierarchy.

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2021 Incremental Term Loan Facility (net of $ 1 and $ 0 of unamortized deferred financing costs, respectively) (1)

September 13, 2026 — % — 1,105

2021 Incremental Term Loan Facility (net of $ 0 and $ 3 of unamortized deferred financing costs, respectively) (2)

November 22, 2028 5.67 % 609 610

2024 Incremental Term Loan Facility (net of $ 8 of unamortized deferred financing costs)

2024 Incremental Term Loan Facility (net of $ 7 and $ 8 of unamortized deferred financing costs, respectively)

October 3, 2031 5.67 % 712 717

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January 15, 2032 7.25 % 496 496

Unsecured Senior Notes due 2033 (net of $ 4 of unamortized deferred financing costs)

Unsecured Senior Notes due 2033 (net of $ 2 and $ 4 of unamortized deferred financing costs)

April 15, 2033 5.75 % 498 496

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Long-term debt $ 5,063 $ 4,819

(1) The 2019 Incremental Term Loan Facility was repaid on October 3, 2024, with the proceeds from the amended 2021 Incremental Term Loan Facility, issuance of the 2024 Incremental Term Loan Facility, and the issuance of the Unsecured Senior Notes due 2033, as well as cash on hand, as further discussed below.

(1) The 2021 Incremental Term Loan Facility was refinanced on October 3, 2024 as further discussed below.

(3) Obligations under financing leases excludes financing leases classified as held for sale in relation to the planned Freshway divestiture.

Refer to Note 5, Acquisitions and Held for Sale for additional information.

(2) For the fiscal year ended 2024, obligations under financing leases excludes financing leases classified as held for sale in relation the Freshway divestiture.

Refer to Note 5, Acquisitions and Divestitures, for additional information.

As of December 27, 2025, the current principal of the Term Loan Facilities, variable rate leases and ABL debt outstanding as described below, represents approximately 34 % of the Company’s total debt that bore interest at a floating rate.

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Thereafter 1,757

On December 7, 2022, the Company entered into an amendment to its asset based senior secured revolving credit facility (the “ABL Facility”).

Pursuant to this amendment, the total aggregate amount of commitments under the ABL facility was increased from $ 1,990 million to $ 2,300 million.

T he amendment also replaced the London Interbank Offered Rate (“LIBOR”) interest rate benchmark with a forward-looking term rate based on the Term Secured Overnight Financing Rate (“Term SOFR”) as administered by the Federal Reserve Bank of New York, as determined in accordance with the ABL Facility.

The Company’s asset based senior secured revolving credit facility (the “ABL Facility”) provides for $ 2,300 million of total aggregate commitments.

Extensions of credit under the ABL Facility are subject to availability under a borrowing base comprised of various percentages of the value of eligible accounts receivable, inventory, transportation equipment and certain unrestricted cash and cash equivalents, which, along with other assets, also serve as collateral for borrowings under the ABL Facility.

The ABL Facility is scheduled to mature on December 7, 2027, subject to a springing maturity date in the event that more than $ 300 million of aggregate principal amount of earlier maturing indebtedness under the Company’s Term Loan Credit Agreement or any of USF’s Unsecured Senior Notes due 2029 or Unsecured Senior Notes due 2030 (the “Senior Notes”) (described below) remains outstanding on a date that is sixty ( 60 ) days prior to such earlier maturity date for such indebtedness under the Term Loan Credit Agreement or any of such Senior Notes.

Borrowings under the ABL Facility bear interest, at the Company’s periodic election, at a rate equal to the sum of an alternative base rate (“ABR”), as described under the ABL Facility, plus a margin ranging from 0.00 % to 0.50 %, based on USF’s excess availability under the ABL Facility, or the sum of a Term SOFR plus a margin ranging from 1.00 % to 1.50 %, based on USF’s excess availability under the ABL Facility, and a credit spread adjustment of 0.10 %.

The margin under the ABL Facility as of December 28, 2024, was 0.00% for ABR loans and 1.00% for SOFR loans.

The ABL Facility also carries letter of credit financing fees equal to 0.125 % per annum in respect of each letter of credit outstanding, letter of credit participation fees equal to a percentage per annum equal to the applicable Term SOFR margin minus the letter of credit facing fees in respect of each letter of credit outstanding and a commitment fee of 0.25 % per annum on the average unused amount of the commitments under the ABL Facility.

Borrowings under the ABL Facility bear interest at a rate per annum equal to, at the Company’s periodic election, Term SOFR or Adjusted Borrowing Rate (“ABR”), as described in the ABL Facility, plus the following margin and credit spread adjustment:

Borrowing Election

Margin based on USF’s excess availability under the ABL Facility

Margin at December 27, 2025

Credit Spread Adjustment

0.00 % to 0.50 %

1.00 % to 1.50 %

The ABL Facility also carries letter of credit facing fees equal to 0.125 % per annum in respect of each letter of credit outstanding, letter of credit participation fees equal to a percentage per annum equal to the applicable Term SOFR margin minus the letter of credit facing fees in respect of each letter of credit outstanding and a commitment fee of 0.25 % per annum on the average unused amount of the commitments under the ABL Facility.

The weighted-average interest rate on outstanding borrowings for the ABL Facility was 5.95 % and 6.59 % for fiscal years 2025 and 2024, respectively.

In December 2022, the Company incurred $ 4 million of third party costs in connection with the ABL Facility amendment which were capitalized as deferred financing costs recorded in other assets in the Company’s Consolidated Balance Sheet.

These deferred financing costs, along with $ 3 million of unamortized deferred financing costs related to the former asset based senior secured revolving credit facility, will be amortized through December 7, 2027, the ABL Facility maturity date.

On April 30, 2024, the ABL Facility was amended to provide certain providers of supply chain financings a security interest in certain assets of the Company under the ABL Facility.

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The Company had $ 429 million outstanding borrowings, and had outstanding letters of credit totaling $ 315 million, under the ABL Facility as of December 27, 2025.

The outstanding letters of credit are entered into in favor of certain commercial insurers to secure obligations with respect to our insurance programs and certain real estate leases.

The outstanding letters of credit are entered into in favor of certain lenders to secure obligations primarily related to certain real estate leases.

There was available capacity of $ 1,556 million under the ABL Facility as of December 27, 2025.

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The Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2016 (as amended, the “Term Loan Credit Agreement”), provides the Company with an incremental senior secured term loan borrowed in October 2024 (the “2024 Incremental Term Loan Facility”), an incremental senior secured term loan borrowed in November 2021 (the “2021 Incremental Term Loan Facility”) and the right to request additional incremental senior secured term loan commitments.

On June 1, 2023, the Company entered into an amendment to its term loan credit agreement to replace the LIBOR-based interest rate option included in the term loan credit agreement with an interest rate option based upon Term SOFR.

The Company’s maximum exposure to the variable component of the interest rate on the Term Loan Facilities will be 5 % on the notional amount covered by the interest rate caps described above.

2019 Incremental Term Loan Facility

On October 3, 2024, the Company repaid all of the then outstanding borrowings under the 2019 Incremental Term Loan Facility using proceeds from the amended 2021 Incremental Term Loan Facility, issuance of the 2024 Incremental Term Loan Facility, and issuance of the Unsecured Senior Notes due 2033.

See 2024 refinancing activities below for details on accounting considerations.

2021 Incremental Term Loan Facility

The 2021 Incremental Term Loan Facility had an outstanding balance of $ 610 million, with no unamortized deferred financing costs, as of December 28, 2024.

During fiscal year 2023, the Company voluntarily prepaid $ 65 million of the 2021 Incremental Term Loan Facility.

Borrowings under the 2021 Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of (i) Term SOFR subject to a Term SOFR “floor” of 0.00 % plus a margin of 1.75 %, or (ii) an ABR, as described in the Term Loan Credit Agreement plus a margin of 0.75 %.

Borrowings under the Term Loan Credit Agreement bear interest at a rate per annum equal to, at the Company’s periodic election, Term SOFR or ABR, as described in the Term Loan Credit Agreement, plus the following margin:

Borrowing Election

USF’s maximum exposure to the variable component of the interest rate on the Term Loan Facilities is 5 % on the notional amount covered by the interest rate caps described above.

Borrowings under the Term Loan Credit Agreement may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of SOFR-based borrowings.

The Term Loan Credit Agreement may require mandatory repayments if certain assets are sold.

On August 22, 2023, the 2021 Incremental Term Loan Facility was amended to reduce the interest rate margins under the term loan facility to 2.50 % for Term SOFR borrowings and 1.50 % for ABR borrowings.

2 unchanged sentences

The Company recorded $ 1 million of third-party costs and a write-off of $ 1 million of unamortized deferred financing costs, related to the August 22, 2023 amendment in interest expense.

There were no unamortized deferred financing costs at December 28, 2024 to be carried forward and amortized through the maturity date of the term loan facility.

There were $ 1 million of unamortized deferred financing costs at December 27, 2025 to be carried forward and amortized through the maturity date of the term loan facility.

On February 27, 2024, the 2021 Incremental Term Loan Facility was amended to reduce the interest rate margins under the term loan facility to 2.00 % for Term SOFR borrowings and 1.00 % for ABR borrowings and eliminate the credit spread adjustment.

2 unchanged sentences

The Company recorded $ 1 million of third-party costs related to the February 27, 2024 amendment in interest expense.

On October 3, 2024, the 2021 Incremental Term Loan Facility was further amended to reduce the interest rate margins under the term loan facility to 1.75 % for Term SOFR borrowings and 0.75 % for ABR borrowings.

See 2024 refinancing activities below for details on accounting considerations.

The 2021 Incremental Term Loan Facility is scheduled to mature on November 22, 2028.

Borrowings under the 2021 Incremental Term Loan Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of SOFR-based borrowings The 2021 Incremental Term Loan Facility may require mandatory repayments if certain assets are sold.

2024 Incremental Term Loan Facility

The 2024 Incremental Term Loan Facility had an outstanding balance of $ 717 million, net of $ 8 million of unamortized deferred financing costs, as of December 28, 2024.

Borrowings under the 2024 Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of (i) Term SOFR plus subject to a Term SOFR “floor” of 0.00 % plus a margin of 1.75 %, or (ii) an ABR, as described in the Term Loan Credit Agreement plus a margin of 0.75 %.

Secured Senior Notes due 2025

On September 25, 2023, the Company redeemed all of the then outstanding Secured Senior Notes due 2025, using proceeds from the issuance of the Unsecured Senior Notes due 2028 and the Unsecured Senior Notes due 2032, along with cash on hand, as discussed below.

As a result of the early redemption of the Secured Senior Notes due 2025, the Company incurred a $ 16 million prepayment premium, as well as wrote-off deferred financing fees of $ 5 million.

The total loss on extinguishment of debt of $ 21 million is presented separately in the Company’s Consolidated Statements of Comprehensive Income.

Unamortized deferred financing costs of $ 3 million as of February 27, 2024 were carried forward and will be amortized through November 22, 2028, the maturity date of the term loan facility.

On October 3, 2024, the Company amended the 2021 Incremental Term Loan Facility, entered into the 2024 Incremental Term Loan Facility, and completed a private offering of $ 500 million aggregate principal amount of its 5.75 % Unsecured Senior Notes due 2033 (the “Unsecured Senior Notes due 2033”).

Proceeds from the incremental term loans and senior notes, along with cash on hand, were used to repay all of the then outstanding borrowings under the incremental senior secured term loan facility borrowed in September 2019 (the “2019 Incremental Term Loan Facility”).

The 2021 Incremental Term Loan Facility amendment reduced the interest rate margins under the term loan facility to 1.75 % for Term SOFR borrowings and 0.75 % for ABR borrowings.

In connection with the repayment of the 2019 Incremental Term Loan Facility during the fourth quarter of fiscal year 2024, the Company applied debt extinguishment accounting and recorded $ 10 million in the Company’s Consolidated Statements of Comprehensive Income, primarily consisting of a write-off of pre-existing unamortized deferred financing costs related to the incremental Term Loan Facility.

Lender fees and third-party costs of $ 10 million related to the 2021 Incremental Term Loan amendment, issuance of the 2024 Incremental Term Loan Facility and the Unsecured Senior Notes due 2033 were capitalized as deferred financing costs.

Each of the Company’s outstanding senior notes are redeemable, at USF’s option, in whole or in part, at a price multiplied by the remaining principal, plus accrued and unpaid interest, if any, to but not including the applicable redemption date.

The senior notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that provide guarantees under the Company’s senior secured term loan credit facilities.

Unsecured Senior Notes due 2028

On September 25, 2023, the Company completed a private offering of $ 500 million aggregate principal amount of Unsecured Senior Notes due 2028.

On September 25, 2023, the Company completed the private offering of $ 500 million aggregate principal amount of Unsecured Senior Notes due 2028.

USF used the proceeds of the Unsecured Senior Notes due 2028, together with the proceeds of the Unsecured Senior Notes due 2032 and cash on hand, to redeem all of the then outstanding Secured Senior Notes due 2025, and to pay related fees and expenses.

Lender fees and third-party costs of $ 4 million in connection with the issuance of the Unsecured Senior Notes due 2028 were capitalized as deferred financing costs.

As a result of the early redemption of the Secured Senior Notes due 2025, the Company incurred a $ 16 million prepayment premium, as well as wrote-off deferred financing fees of $ 5 million.

The total loss on extinguishment of debt of $ 21 million is presented separately in the Company’s Consolidated Statements of Comprehensive Income.

The Unsecured Senior Notes due 2028 had an outstanding balance of $ 497 million, net of the $ 3 million of unamortized deferred financing costs, as of December 27, 2025.

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The Unsecured Senior Notes due 2029 had an outstanding balance of $ 896 million, net of $ 4 million of unamortized deferred financing costs, as of December 27, 2025.

The Unsecured Senior Notes due 2029 bear interest at a rate of 4.75 % per annum and

will mature on February 15, 2029.

On or after February 15, 2024, the Unsecured Senior Notes due 2029 are redeemable, at USF’s option, in whole or in part at a price of 102.375 % of the remaining principal, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

On or after February 15, 2025 and February 15, 2026, the optional redemption price for the Unsecured Senior Notes due 2029 declines to 101.188 % and 100.000 %, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

The Unsecured Senior Notes due 2029 bear interest at a rate of 4.75 % per annum and will mature on February 15, 2029.

On or after February 15, 2025 the optional redemption price for the Unsecured Senior Notes 2025 declined to 101.188 %.

On or after February 15, 2026, the optional redemption price for the Unsecured Senior Notes due 2029 declines to 100.000 % of the remaining principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

Unsecured Senior Notes due 2030

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Unsecured Senior Notes due 2033

On October 3, 2024, the Company completed its offering of $ 500 million aggregate principal amount of its 5.750 % Senior Unsecured Notes due 2033 (the “Unsecured Senior Notes due 2033”).

On October 3, 2024, the Company completed its offering of $ 500 million aggregate principal amount of its Unsecured Senior Notes due 2033.

The Unsecured Senior Notes due 2033 had an outstanding balance of $ 498 million, net of the $ 2 million of unamortized deferred financing costs, as of December 27, 2025.

The Unsecured Senior Notes due 2033 bear interest at a rate of 5.75 % per year payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2025.

The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that provide guarantees under the Company’s senior secured term loan credit facilities.

On or after October 15, 2027, the Unsecured Senior Notes due 2033 are redeemable, at USF’s option, in whole or in part at a price of 102.875 % of the remaining principal, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

On or after October 15, 2028 and October 15, 2029, the optional redemption price for the Unsecured Senior Notes due 2033 declines to 101.438 % and 100.000 %, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

Financing Leases

17 unchanged sentences

This, in turn, is dependent on the strength of its cash flows, results of operations, economic and market conditions, and other factors .

2024 Refinancing Activities

On October 3, 2024, the Company amended the 2021 Incremental Term Loan Facility, entered into the 2024 Incremental Term Loan Facility, and completed a private offering of Unsecured Senior Notes due 2033.

Proceeds from the incremental term loans and senior note, along with cash on hand, were used to repay all of the then outstanding borrowings under the 2019 Incremental Term Loan Facility.

In connection with the repayment of the 2019 Incremental Term Loan Facility, the Company applied debt extinguishment accounting and recorded $ 10 million in the Company’s Consolidated Statements of Comprehensive Income, primarily consisting of a write-off of pre-existing unamortized deferred financing costs related to the incremental Term Loan Facility.

ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES

11 unchanged sentences

Interest payable 58 62

Income taxes payable 38 2

Total accrued expenses and other current liabilities $ 839 $ 732

2 unchanged sentences

Operating lease liability 307 248

Accrued pension and other postretirement benefit obligations 4 5

Uncertain tax positions 18 17

Total Other long-term liabilities $ 556 $ 447

During fiscal year 2024, the Company reclassified $ 2 million of accrued expenses and other current liabilities and $ 9 million of other long-term liabilities to assets held for sale related to the planned Freshway divestiture.

Refer to Note 5, Acquisitions and Held for Sale for additional information.

Self-Insured Liabilities — The Company is self-insured for general liability, fleet liability and workers’ compensation claims.

For the fiscal year ended 2024, the Company reclassified $ 2 million of accrued expenses and other current liabilities and $ 9 million of other long-term liabilities to assets held for sale related to the Freshway divestiture.

Refer to Note 5, Acquisitions and Divestitures for additional information.

Restructuring Liabilities — From time to time, the Company may implement initiatives or close or consolidate facilities in an effort to reduce costs and improve operating effectiveness.

In connection with these activities, the Company may incur various costs including severance and other employee-related separation costs.

The Company incurred net restructuring costs of $ 20 million, $ 22 million and $ 14 million for fiscal years 2025, 2024 and 2023, respectively.

Self-Insured Liabilities — The Company is primarily self-insured for general liability, fleet liability and workers’ compensation claims.

Claims in excess of certain levels are insured by external parties.

13 unchanged sentences

Present value of self-insured liability $ 306

RESTRUCTURING LIABILITIES

The following table summarizes the changes in the restructuring liabilities for the last three fiscal years:

Severance and Related Costs Facility Closing Costs Total

Balance at January 1, 2022 $ 3 $ — $ 3

Current period costs (benefits) 3 — 3

Payments, net ( 3 ) — ( 3 )

Balance as of Balance at December 31, 2022 3 — 3

Current period costs 11 3 14

Payments, net ( 7 ) ( 3 ) ( 10 )

Balance as of Balance at December 30, 2023 7 — 7

Current period costs 22 — 22

Payments, net ( 23 ) — ( 23 )

Balance as of Balance at December 28, 2024 $ 6 $ — $ 6

From time to time, the Company may implement initiatives or close or consolidate facilities in an effort to reduce costs and improve operating effectiveness.

In connection with these activities, the Company may incur various costs including severance and other employee-related separation costs.

2024 Activities

During fiscal year 2024, the Company incurred net restructuring costs of $ 22 million primarily related to initiatives to improve operational effectiveness and workforce reductions.

2023 Activities

During fiscal year 2023, the Company incurred net restructuring costs of $ 14 million for severance and related costs associated with work force reductions and office closures.

2022 Activities

During fiscal year 2022, the Company incurred net restructuring costs of $ 3 million for severance and related costs associated with support office work force reductions.

CONVERTIBLE PREFERRED STOCK

On May 6, 2020, pursuant to the terms of an Investment Agreement with KKR Fresh Aggregator L.P., a Delaware limited partnership, which agreement was joined on February 25, 2021 by permitted transferee KKR Fresh Holdings L.P., a Delaware limited partnership (“KKR”), the Company issued and sold 500,000 shares of the Company’s Series A Preferred Stock, par value $ 0.01 per share, to KKR Fresh Aggregator L.P.

for an aggregate purchase price of $ 500 million, or $ 1,000 per share (the “Issuance”).

The Company used the net proceeds from the Issuance for working capital and general corporate purposes.

As of December 31, 2022, the Company had outstanding a total of 532,281 shares of Series A Preferred Stock.

The Series A Preferred Stock had a carrying value of $ 534 million as of December 31, 2022.

On March 10, 2023, KKR converted 161,237 shares of Series A Preferred Stock into 7,600,037 shares of the Company’s common stock.

Pursuant to the terms of conversion of the Series A Preferred Stock set forth in the Certificate of Designations for the Series A Preferred Stock, each such share is convertible at the option of the holder at any time into a number of shares of Common Stock equal to (A) the sum of the liquidation preference for such share ($ 1,000 ) and the accrued and unpaid dividends with regard to such share divided by (B) the applicable conversion price ($ 21.50 , subject to certain adjustments).

The issuance of the 7,600,037 shares of Common Stock was exempt from registration under Section 3(a)(9) under the Securities Act of 1933, as amended, as the Series A Preferred Stock was exchanged for Common Stock by an existing security holder and no commission or other remuneration was paid.

On March 31, 2023, the Company paid cash dividends of $ 7 million on the remaining outstanding shares of the Series A Preferred Stock.

On May 26, 2023 KKR converted the remaining 371,044 shares of Series A Preferred Stock and completed a secondary offering of 17,425,053 shares of the Company’s common stock.

Upon completion of this transaction, KKR has relinquished their seat on the Company’s Board of Directors and is no longer considered a related party.

See Note 14, Related Party Transactions.

In connection with the May 26, 2023 conversion, the Company repurchased $ 150 million of common stock.

See Note 15, Share-Based Compensation, Common Stock Issuances and Common Stock, for information on the Company’s Share Repurchase Program.

In accordance with the terms of the Certificate of Designations for the Series A Preferred Stock (the “Certificate of Designations”) previously issued to KKR Fresh Aggregator L.P.

(“KKR”), the Company paid dividends on the shares of the Series A Preferred Stock in the form of (a) 9,154 shares of Series A Preferred Stock on March 31, 2021, plus a de minimis amount of cash in lieu of fractional shares, (b) cash in the amount of $ 28 million in the aggregate during subsequent quarters during fiscal year 2021, (c) cash in the amount of $ 37 million during fiscal year 2022 and (d) cash in the amount of $ 7 million during fiscal year 2023.

The following table summarizes the activity for the outstanding Series A Preferred Stock and associated carrying value for fiscal years 2023 and 2022:

Series A Preferred Stock

Shares Carrying Value

Balance, January 1, 2022 532,281 534

Balance, December 31, 2022 532,281 534

Shares converted to common stock, Q1 2023

( 161,237 ) ( 162 )

Shares converted to common stock, Q2 2023

( 371,044 ) ( 372 )

Balance December 30, 2023 — —

There was no activity for fiscal year 2024.

RELATED PARTY TRANSACTIONS

2 unchanged sentences

Fees earned by FMR LLC affiliates are not material to the Company’s consolidated financial statements.

SHARE-BASED COMPENSATION, COMMON STOCK ISSUANCES AND COMMON STOCK

As of December 27, 2025, FMR LLC did not hold principal amount of the 2021 and 2024 Incremental Term Loan .

SHARE-BASED COMPENSATION

Our long-term incentive plans provide for the grant of various forms of share-based awards to our directors, officers and other eligible employees.

Total compensation expense related to share-based arrangements was $ 63 million, $ 56 million and $ 45 million for fiscal years 2024, 2023 and 2022, respectively, and is reflected in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income.

The total income tax benefit associated with share-based compensation recorded in the Company’s Consolidated Statements of Comprehensive Income was $ 13 million, $ 12 million and $ 9 million for fiscal years 2024, 2023 and 2022, respectively.

In addition, the Company sponsors an employee stock purchase plan to provide eligible employees with the opportunity to acquire shares of our common stock at a discount of 15 % of the fair market value of the common stock on the date of purchase, and as such, the plan is considered compensatory for federal income tax purposes.

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Stock Options —Certain directors, executive officers and other eligible employees have been granted time-based stock options (the “Time-Based Options”) and performance-based options (the “Performance Options” and, together with the Time-Based Options, the “Options”) to purchase shares of our common stock.

There were no options granted in fiscal years 2025, 2024 or 2023.

The Time-Based Options generally vest and become exercisable ratably over a three-year period from the date of the grant.

Share-based compensation expense related to the Time-Based Options was $ 1 million, $ 3 million and $ 6 million for fiscal years 2024, 2023 and 2022, respectively.

Share-based compensation expense related to the Time-Based Options was zero , $ 1 million and $ 3 million for fiscal years 2025, 2024 and 2023, respectively.

The Performance Options generally vest and become exercisable ratably over a period o f three years , from the date of the grant, provided that the Company achieves a predetermined financial performance condition established by the Compensation and Human Capital Committee of our Board of Directors for the respective award tranche.

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During fiscal years 2021 and 2023, the Company granted Market Performance RSUs to certain executive officers and other eligible employees.

These Market Performance RSUs awards vest at the end of a four-year performance period contingent on our achievement of certain total shareholder return performance (“TSR”) targets during the performance period.

The grant date fair value of the Market Performance RSUs was estimated using a Monte-Carlo simulation.

The Company recognized de minimis share-based compensation expense for 2024, $ 2 million and $ 1 million of expense in fiscal years, 2023 and 2022, respectively, for the Market Performance RSUs.

These Market Performance RSUs awards generally vest at the end of a four-year performance period contingent on our achievement of certain total shareholder return performance (“TSR”) targets during the performance period.

There were no Market Performance RSUs awards granted in 2022 or 2024.

During fiscal year 2025, the Company granted Market Performance RSUs that include both performance and market conditions (Stock Price Appreciation Growth) which vest at the end of a three-year performance period.

The grant date fair value for all the Market Performance RSUs was estimated using a Monte-Carlo simulation.

The Company recognized $ 15 million share-based compensation expense for 2025, de minimis expense in fiscal year 2024 and $ 2 million of expense in fiscal year 2023 for the Market Performance RSUs.

A summary of RSUs outstanding and changes during fiscal year 2025 is presented below.

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As of December 27, 2025, there was $ 101 million of unrecognized compensation cost related to the RSUs that is expected to be recognized over a weighted-average period of two years .

Share Repurchase Program —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 inclusive of any remaining funds authorized under the Original Share Repurchase Program (“Amended Share Repurchase Program”).

For the year ended December 28, 2024, the Company repurchased 16,400,895 shares at an aggregate purchase price of approximately $ 958 million under the Amended Share Repurchase Program and the Original Share Repurchase Program, inclusive of approximately $ 10 million of fees, commissions, and related 1% excise tax.

At December 28, 2024, there was approximately $ 75 million in remaining funds authorized under the Amended Share Repurchase Program.

Total compensation expense related to share-based arrangements was $ 83 million, $ 63 million and $ 56 million for fiscal years 2025, 2024 and 2023, respectively, and is reflected in distribution, selling and administrative costs in the Company’s Consolidated Statements of Comprehensive Income.

The total income tax benefit associated with share-based compensation recorded in the Company’s Consolidated Statements of Comprehensive Income was $ 17 million, $ 13 million and $ 12 million for fiscal years 2025, 2024 and 2023, respectively.

COMMON STOCK AND CONVERTIBLE PREFERRED STOCK

Share Repurchase Programs and Accelerated Share Repurchase —On November 2, 2022, our Board of Directors approved a Share Repurchase Program (the “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 an increase in the amount of common stock that could be purchased under the 2022 Share Repurchase Program to $ 1 billion, effectively increasing the authorization by approximately $ 843 million (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 (the “May 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $ 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.

In the fourth quarter of 2025, under the ASR Agreement, the Company funded $ 250 million under the ASR and received a $ 200 million initial delivery of approximately 2.6 million shares of the Company’s common stock based on a price of 77.41 per share, inclusive of the related 1% excise tax.

The total number of shares purchased by the Company pursuant to the ASR Agreement will be based on the average of the volume-weighted average prices of the Company’s common

stock on specified dates during the term of the ASR Agreement, less a discount, and subject to adjustments pursuant to the terms and conditions of the ASR Agreement.

Final settlement under the ASR Agreement is expected to occur during the first fiscal quarter of the Company’s fiscal year 2026.

Additionally, on November 24, 2025, the Board of Directors approved a new share repurchase program (the “November 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $ 1 billion of its outstanding common stock.

For the year ended December 27, 2025, the Company repurchased 11,881,693 shares at an aggregate purchase price of approximately $ 934 million under the Original Share Repurchase Program and the May 2025 Share Repurchase Program, inclusive of approximately $ 8 million of fees, commissions, and the related 1% excise tax.

As of December 27, 2025, there were no remaining funds authorized under the Original Share Repurchase Program, 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.

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 repurchase program may be suspended or discontinued at any time at the Company’s discretion.

The repurchase authorization does not have an expiration date.

During the first quarter of fiscal year 2025 through February 10, 2025, the Company repurchased 328,000 shares at an aggregate purchase price of approximately $ 23 million under the Amended Share Repurchase Program.

At February 10, 2025, there was approximately $ 52 million in remaining funds authorized under the Amended Share Repurchase Program.

Under the May 2025 Share Repurchase Program and the November 2025 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 May 2025 Share Repurchase Program and the November 2025 Share Repurchase Program do not obligate the Company to acquire any particular amount of shares, and the repurchase programs may be suspended or discontinued at any time at the Company’s discretion.

The repurchase authorizations do not have expiration dates.

Convertible Preferred Stock —On May 6, 2020, pursuant to the terms of an Investment Agreement with KKR Fresh Aggregator L.P., a Delaware limited partnership, which agreement was joined on February 25, 2021 by permitted transferee KKR Fresh Holdings L.P., a Delaware limited partnership (“KKR”), the Company issued and sold 500,000 shares of the Company’s Series A Preferred Stock, par value $ 0.01 per share, to KKR Fresh Aggregator L.P.

for an aggregate purchase price of $ 500 million, or $ 1,000 per share (the “Issuance”).

The Company used the net proceeds from the Issuance for working capital and general corporate purposes.

During the first quarter of 2023, KKR converted approximately 162,000 shares of Series A Preferred Stock into approximately 8 million shares of the Company’s common stock and the Company paid cash dividends of $ 7 million on the remaining outstanding shares of Series A Preferred Stock.

During the second quarter of 2023, KKR converted the remaining shares, approximately 372,000 shares of Series A Preferred Stock, and completed a secondary offering of approximately 17 million shares of the Company’s common stock.

As of December 30, 2023, the Company had no outstanding shares of Series A Preferred Stock.

The Company leases certain distribution and warehouse facilities, office facilities, fleet vehicles, and office and warehouse equipment.

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For leases which we believe amounts will be owed under these guarantees we have included the probable residual value guarantee within the lease payments to measure the right-of-use assets and lease liabilities.

During 2022, the Company entered into new lease agreements for four distribution facilities that were previously classified as operating leases.

As a result of terminating the original leases, the Company recognized a charge of $ 9 million, which was recorded in distribution, selling and administrative costs.

These new leases are classified as financing leases, were measured using our incremental borrowing rate and are included in our right of use assets and lease liabilities in the Consolidated Balance Sheets.

Rental payments are calculated at the applicable reference rate plus a margin.

As of December 28, 2024, the Company had entered into four additional finance and operating leases related to warehouse leases for distribution centers and will commence upon building completion, with expected commencement dates ranging from 2025 to 2027 with terms of up to 15 years.

As of December 27, 2025, the Company had entered into three additional finance and operating leases related to warehouse leases for distribution centers and will commence upon building completion, with expected commencement dates ranging from 2026 to 2027 with terms of up to 15 years.

The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheets:

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(1) Financing lease assets are recorded net of accumulated amortization of $ 307 million and $ 300 million as of December 27, 2025 and December 28, 2024, respectively.

(2) Excludes leases classified as held for sale in relation to the planned Freshway divestiture.

Refer to Note 5, Acquisitions and Held for Sale for additional information.

(2) For the fiscal year ended 2024, excludes leases classified as held for sale in relation to the Freshway divestiture.

Refer to Note 5, Acquisitions and Divestitures for additional information.

The following table presents the location of lease costs in fiscal years 2025, 2024 and 2023 in the Company’s Consolidated Statements of Comprehensive Income:

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Company Sponsored Defined Benefit Plans — The Company sponsors the US Foods Consolidated Defined Benefit Retirement Plan (the “Retirement Plan”), a qualified defined benefit retirement plan, that pays benefits to eligible employees at the time of retirement, using actuarial formulas based upon a participant’s years of credited service and compensation.

Only certain union associates are eligible to participate and continue to accrue benefits under the plan per the collective bargaining agreements.

Only certain union associates are eligible to participate and continue to accrue benefits under the plan per the collective bargaining agreements (“CBAs”).

The plan is closed and frozen to all other employees.

The Company also maintains postretirement health and welfare plans for certain employees.

These other post retirement benefit costs were de minimis for fiscal years 2025, 2024 and 2023.

Amounts related to the Retirement Plan and other postretirement plans recognized in the Company’s consolidated financial statements are determined on an actuarial basis.

In the quarter ending July 1, 2023, the Company issued a notice of intent to terminate the majority of the Retirement Plan.

This was previously approved by the Company’s Board of Directors.

Effective December 30, 2023, the Retirement Plan was split into the Retirement Plan that is continuing, the “Ongoing Plan”, and the portion of the Retirement Plan that is terminating, the “Terminating Plan.”During the fourth quarter of fiscal year 2024, the Company remeasured and settled all benefits related to the Terminating Plan.

Effective December 30, 2023, the Retirement Plan was split into the Retirement Plan that was continuing, the “Ongoing Plan”, and the portion of the Retirement Plan that was terminating, the “Terminating Plan.” During the fourth quarter of fiscal year 2024, the Company remeasured and settled all benefits related to the Terminating Plan.

In the fourth quarter of fiscal year 2024, the Company settled its obligations under the Terminating Plan by providing $ 254 million in lump sum payments to eligible participants who elected to receive them and through the purchase of annuity contracts from a highly rated insurance company for $ 414 million.

The settlement of the Terminating Plan resulted in excess plan assets of approximately $ 63 million which will be transferred to the Ongoing Plan.

The cost of the settlement of the Terminating Plan is a nonrecurring charge to pension expense of approximately $ 124 million to recognize deferred costs previously held in accumulated other comprehensive income.

The settlement of the Terminating Plan resulted in excess plan assets of approximately $ 63 million, which were transferred to the Ongoing Plan.

The cost of the settlement of the Terminating Plan was a nonrecurring charge to pension expense of approximately $ 124 million to recognize deferred costs previously held in accumulated other comprehensive income (loss).

No cash contributions were required in the current fiscal year to support the Terminating Plan transaction.

As a result of the planned termination, the net funded status of the Terminating Plan is recorded within accrued expenses and other current liabilities in the Consolidated Balance Sheet as of December 20, 2024.

After the Terminating Plan was settled, the net funded status of the Ongoing Plan is recorded within other long term assets and other long term liabilities as of December 28, 2024

As a result of the planned termination, the net funded status of the Terminating Plan was recorded within accrued expenses and other current liabilities in the Consolidated Balance Sheet as of December 28, 2024.

After the Terminating Plan was settled, the net funded status of the Ongoing Plan was recorded within other long term assets and other long term liabilities as of December 28, 2024.

The components of net periodic pension benefit costs (credits) for the Retirement Plan the last three fiscal years were as follows:

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Net periodic pension benefit (credits) costs $ ( 2 ) $ 131 $ ( 4 )

Other postretirement benefit costs were de minimis for fiscal years 2024, 2023 and 2022.

The service cost component of net periodic benefit (credits) costs is included in distribution, selling and administrative costs, while the other components of net periodic benefit (credits) costs are included in other income—net in the Company’s Consolidated Statements of Comprehensive Income.

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With the exception of the $ 124 million cost in fiscal year 2024 related to the plan termination settlement, there have been no non-cash settlement costs incurred in fiscal years 2025, 2024, and 2023.

Changes in plan assets and benefit obligations recorded in accumulated other comprehensive loss for pension benefits for the last three fiscal years were as follows:

Changes in plan assets and benefit obligations recorded in accumulated other comprehensive income (loss) for pension benefits for the last three fiscal years were as follows:

2025 2024 2023

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Net amount recognized $ 8 $ 211 $ ( 55 )

Changes in plan assets and benefit obligations recorded in accumulated other comprehensive loss for other postretirement benefits for the last three fiscal years were de minimis.

Changes in plan assets and benefit obligations recorded in accumulated other comprehensive income (loss) for other postretirement benefits for the last three fiscal years were de minimis.

The funded status of the Retirement Plan for the last three fiscal years was as follows:

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Actuarial (gain) loss

( 74 ) 58 ( 274 )

Benefit disbursements

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Fair value of plan assets as of beginning of year

760 753 1,103

(Loss) return on plan assets

25 48 ( 295 )

Benefit disbursements

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Net funded status $ 74 $ 63 $ ( 17 )

The net funded status of the Ongoing Plan for fiscal year 2024 increased from a net liability of $ 17 million to a net asset of $ 63 million, as a result of settling the Terminating Plan.

The net funded status of the Retirement Plan for fiscal year 2023 decreased from a net asset of $ 33 million to a net liability of $ 17 million, as a result of market conditions, adjustments related to the Terminating Plan and actuarial losses.

The fiscal year 2024 pension benefits actuarial gain of $ 74 million was primarily due to terminating plan adjustments.

The net funded status of the Ongoing Plan for fiscal year 2025 increased from a net asset of $ 63 million to a net asset of $ 74 million.

The net funded status of the Retirement Plan for fiscal year 2024 increased from a net liability of $ 17 million to a net asset of $ 63 million, as a result of settling the Terminating Plan.

There was no pension benefits actuarial gain or loss for the fiscal year 2025.

The fiscal year 2024 pension benefits actuarial gain of $ 74 million was primarily due to a decrease in the discount rate and Terminating Plan adjustments.

The fiscal year 2023 pension benefits actuarial loss of $ 58 million was primarily due to a decrease in the discount rate and Terminating Plan adjustments.

The fiscal year 2022 pension benefits actuarial gain of $ 274 million was primarily due to an increase in the discount rate.

The funded status of the Other Post Retirement Plans for the last three fiscal years was as follows:

Other Postretirement Plans

2024 2023 2022

Change in benefit obligation:

Benefit obligation as of beginning of year

Benefit disbursements

( 1 ) ( 1 ) ( 1 )

Benefit obligation as of end of year

Change in plan assets:

Fair value of plan assets as of beginning of year

Employer contribution

Benefit disbursements

( 1 ) ( 1 ) ( 1 )

Fair value of plan assets as of end of year

Net funded status $ ( 5 ) $ ( 5 ) $ ( 5 )

Service cost, interest cost and actuarial (gain) loss for other postretirement benefits were de minimis for fiscal years 2024, 2023 and 2022.

The amounts recognized on the Company’s Consolidated Balance Sheets related to the company-sponsored defined benefit plans and other postretirement benefit plans consisted of the following:

Pension Benefits

2024 2023 2022

Amounts recognized in the consolidated

balance sheets consist of the following:

Prepaid benefit obligation—noncurrent

$ 63 $ — $ 34

Accrued benefit obligation—current

Accrued benefit obligation—noncurrent

— ( 1 ) ( 1 )

Net amount recognized in the consolidated

balance sheets

$ 63 $ ( 17 ) $ 33

Amounts recognized in accumulated other

comprehensive loss consist of the following:

$ 3 $ 213 $ 159

Net loss recognized in accumulated other

comprehensive loss

$ 3 $ 213 $ 159

Additional information:

Accumulated benefit obligation

$ 21 $ 775 $ 717

Other Postretirement Plans

2024 2023 2022

Amounts recognized in the consolidated

balance sheets consist of the following:

Accrued benefit obligation—current

$ ( 1 ) $ ( 1 ) $ ( 1 )

Accrued benefit obligation—noncurrent

( 4 ) ( 4 ) ( 4 )

Net amount recognized in the consolidated

balance sheets

$ ( 5 ) $ ( 5 ) $ ( 5 )

Amounts recognized in accumulated other

comprehensive loss consist of the following:

Gain, net of prior service cost

Net gain recognized in accumulated other

comprehensive loss

Additional information:

Accumulated postretirement benefit obligation

The amounts recognized on the Company’s Consolidated Balance Sheets related to the company-sponsored defined benefit plans for the fiscal year ended 2025 consisted of $ 74 million of prepaid benefit obligation-noncurrent and $ 5 million of net gain recognized in accumulated other comprehensive income (loss).

The amounts recognized on the Company’s Consolidated Balance Sheets related to the company-sponsored defined benefit plans consisted of $ 63 million of prepaid benefit obligation-noncurrent and $ 3 million of net loss recognized in accumulated other comprehensive income (loss) for the fiscal year ended 2024.

The amounts recognized on the Company’s Consolidated Balance Sheets related to the company-sponsored defined benefit plans consisted of $ 16 million of accrued benefit obligation-current, $ 1 million of accrued benefit obligation-noncurrent and $ 213 million of net loss recognized in accumulated other comprehensive income (loss) for the fiscal year ended 2023.

Additionally, the accumulated benefit obligation was $ 23 million, $ 21 million and $ 775 million for the fiscal years ended 2025, 2024 and 2023, respectively.

Weighted average assumptions used to determine benefit obligations as of period-end and net pension costs for the last three fiscal years were as follows:

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— % — % 2.96 %

Other Postretirement Plans

2024 2023 2022

Benefit obligation—discount rate 5.80 % 5.20 % 5.50 %

Net cost—discount rate 5.20 % 5.50 % 3.00 %

The measurement date for the defined benefit and other postretirement benefit plans was December 31 for fiscal years 2025, 2024 and 2023.

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The mortality assumptions used to determine the pension benefit obligation as of December 31, 2024 and December 31, 2023 are based on the Pri-2012 base mortality table with the MP-2020 mortality improvement scale published by the Society of Actuaries.

A health care cost trend rate is used in the calculations of postretirement medical benefit plan obligations.

The assumed healthcare trend rates for the last three fiscal years were as follows:

2024 2023 2022

Immediate rate 7.00 % 6.30 % 6.50 %

Ultimate trend rate 4.50 % 4.50 % 4.50 %

Year the rate reaches the ultimate trend rate 2037 2037 2037

Retirees covered under these plans are responsible for the cost of coverage in excess of the subsidy, including all future cost increases.

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equities) and 30 % fixed income securities (U.S.

Treasuries, STRIPs, and investment grade corporate

bonds) was targeted during the Company’s fiscal year 2024.

Treasuries, STRIPs, and investment grade corporate bonds) was targeted during the Company’s fiscal year 2025.

The actual mix of assets in the Trust as of December 27, 2025 consisted of 84 % equity securities and 16 % fixed income securities.

The following table sets forth the fair value of our defined benefit plans’ assets by asset fair value hierarchy level:

The following table sets forth the fair value of the Retirement Plans’ assets by asset fair value hierarchy level:

Asset Fair Value as of December 27, 2025

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$ 67 $ — $ — $ 67

International

International equities

Long-term debt securities:

Corporate debt securities:

International

government securities

$ 67 $ 16 $ — 83

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Cash equivalents

Domestic equities

International equities

Treasury STRIPS

government securities

Total investments measured at net asset value as a practical expedient

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$ 16 $ — $ — $ 16

International

International equities

Long-term debt securities:

Corporate debt securities:

International

government securities

Other — 3 — 3

$ 16 $ 5 $ — $ 21

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Cash equivalents

Domestic equities

International equities

Treasury STRIPS

government securities

Total investments measured at net asset value as a practical expedient

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• Equities are valued at the closing price reported on the active market on which individual securities are traded.

• Mutual funds are valued at the closing price reported on the active market on which individual funds are traded.

• Long-term debt securities are valued at the estimated price a dealer will pay for the individual securities.

• Common collective trust funds are measured at the net asset value as of the December 31, 2024 and 2023 measurement dates.

This class represents investments in common collective trust funds that invest in:

◦ Equity securities, which may include common stocks, options and futures in actively managed funds;

◦ Treasury STRIPS (Separate Trading of Registered Interest and Principal of Securities) representing zero coupon Treasury securities with long-term maturities.

government securities representing government bonds with long-term maturities.

Estimated future benefit payments, under Company sponsored plans as of December 27, 2025, are as follows:

Pension Benefits

Other Postretirement Plans

Subsequent five years 8

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The Company made employer matching contributions to the 401(k) plan of $ 86 million, $ 82 million and $ 65 million for fiscal years 2025, 2024 and 2023, respectively.

Multiemployer Pension Plans —The Company is also required to contribute to various multiemployer pension plans under the terms of collective bargaining agreement (“CBAs”) that cover certain of its union-represented employees.

Multiemployer Pension Plans —The Company is also required to contribute to various multiemployer pension plans under the terms of CBAs that cover certain of its union-represented employees.

These plans are jointly administered by trustees for participating employers and the applicable unions.

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• If the Company elects to stop participation in a multiemployer pension plan, or if the number of the Company’s employees participating in a plan is reduced to a certain degree over certain periods of time, the Company may be required to pay a withdrawal liability based upon the underfunded status of the plan.

The Company’s participation in multiemployer pension plans for the fiscal year ended December 28, 2024 is outlined in the tables below.

The Company considers significant plans to be those plans to which the Company contributed more than 5 % of total contributions to the plan in a given plan year, or for which the Company believes its estimated withdrawal liability, should it decide to voluntarily withdraw from the plan, may be material to the Company.

If the Company elects to voluntarily withdraw from a multiemployer pension plan, it may be responsible for its proportionate share of the respective plan’s unfunded vested liability.

Based on the latest information available from plan administrators, the Company estimates its aggregate withdrawal liability from the multiemployer pension plans in which it participates to be approximately $ 78 million as of December 27, 2025.

Actual withdrawal liabilities incurred by the Company, if it were to withdraw from one or more plans, could be materially different from the estimates noted here, based on better or more timely information from plan administrators or other changes affecting the respective plans’ funded status.

To determine if a plan is significant, the Company evaluates several factors including the Company’s significance to the plan in terms of contributions, the funded status of the plan and the size of the withdrawal liability if the Company were to voluntarily withdraw from the plan.

For each plan that is considered individually significant to the Company, the following information is provided:

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In addition to regular plan contributions, participating employers may be subject to a surcharge if the plan is in the red zone.

• The Surcharge Imposed column indicates whether a surcharge has been imposed on participating employers contributing to the plan.

• The Expiration Dates column indicates the expiration dates of the CBAs to which the plans are subject.

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FIP/RP Status

Expiration Dates

Minneapolis Food Distributing

Industry Pension Plan

41-6047047/001 Green Green N/A No 04/05/2025

Teamster Pension Trust Fund of

Philadelphia and Vicinity

23-1511735/001 Green Green N/A No 02/13/2026

Local 703 I.B.

Food Employees’ Pension Plan

36-6491473/001 Green Green N/A No 06/30/2026

United Teamsters Trust Fund A 13-5660513/001 Yellow Yellow Implemented No 05/01/2027

Warehouse Employees Local

169 and Employers Joint

23-6230368/001 Red Red Implemented No 02/13/2026

The following table provides information about the Company’s contributions to its multiemployer pension plans.

For plans that are not individually significant to the Company, the total amount of the Company’s contributions is aggregated.

Contributions (1)

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Total Plan Contributions (2)

Expiration Dates

2025 2024 2025 2024 2025 2024

Minneapolis Food Distributing Industry Pension Plan $ 7 $ 6 $ 6 Yes Yes

Teamster Pension Trust Fund of Philadelphia and Vicinity 5 5 5 No No

Teamsters Retirement Pension Plan 41-6047047/001 Green Green N/A $ 8 $ 7 Yes

Teamster Pension Trust Fund of Philadelphia and Vicinity

23-1511735/001 Green Green N/A $ 5 $ 5 No

Local 703 I.B.

Grocery and Food Employees’ Pension Plan 3 3 3 Yes Yes

United Teamsters Trust Fund A 2 2 1 Yes Yes

Warehouse Employees Local 169 and Employers Joint Pension Fund 1 1 1 Yes Yes

Other funds 39 38 31 — —

Grocery and Food Employees’ Pension Plan

36-6491473/001 Green Green N/A $ 3 $ 3 Yes

Warehouse Employees Local169 and Employers Joint Pension Fund

23-6230368/001 Red Red Implemented $ 1 $ 1 Yes

Western Conference of Teamsters Pension Trust Fund (USF & FG) 91-6145047/001

10/03/2026-07/31/2029

Other Contributions

Total Company Contributions

There were no surcharges imposed on any of the plans and no payments related to withdrawals or settlements.

(1) Contributions made to these plans during the Company’s fiscal year, which may not coincide with the plans’ respective fiscal years.

(2) Contributions do not include payments related to multiemployer pension plan withdrawals/settlements.

(2) Indicates whether the Company was listed in the respective multiemployer pension plan Form 5500 for the applicable plan year as having made more than 5 % of total contributions to the plan.

If the Company elects to voluntarily withdraw from a multiemployer pension plan, it may be responsible for its proportionate share of the respective plan’s unfunded vested liability.

EARNINGS PER SHARE

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The Company applies the if-converted method to calculate the dilution impact of the Series A Preferred Stock, if dilutive in the period.

For fiscal years 2024, 2023 and 2022, share-based awards representing less than 1 million, less than 1 million and 2 million underlying common shares, respectively, were not included in the computation because the effect would have been anti-dilutive.

For fiscal year 2023, Series A Preferred Stock representing 9 million of underlying common shares were included in the computation because the effect is dilutive.

For fiscal year 2022, Series A Preferred Stock representing 25 million of underlying common shares, respectively, were not included in the computation because the effect would have been anti-dilutive.

The Company did not have any outstanding Series A Preferred Stock during fiscal year 2024.

For the three fiscal years 2025, 2024 and 2023, share-based awards representing less than 1 million underlying common shares, were not included in the computation because the effect would have been anti-dilutive.

For fiscal year 2023, Series A Preferred Stock representing 9 million of underlying common shares were included in the computation because the effect was dilutive.

The Company did not have any outstanding Series A Preferred Stock during fiscal year 2025 and 2024.

The following table sets forth the computation of basic and diluted EPS:

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Series A Preferred Stock dividends (1)

— ( 7 ) ( 37 )

Net income available to common shareholders

7 unchanged sentences

$ 2.94 $ 2.02 $ 2.02

(1) As discussed in Note 13 Convertible Preferred Stock, Series A Preferred Stock dividends for 2022 and 2023 were paid in cash.

(1) As discussed in Note 13 Common Stock and Convertible Preferred Stock, Series A Preferred Stock dividends for 2023 were paid in cash.

(2) Under the if-converted method, outstanding shares of the Series A Preferred Stock are converted to common shares for inclusion in the calculation of weighted-average common shares outstanding-diluted.

Once converted, there would be no preferred stock outstanding and therefore, no Series A Preferred Stock dividend as of December 30, 2023, the 9 million shares represent the weighted average impact on these shares during the fiscal year 2023.

See Note 13 Convertible Preferred Stock, for details on Series A Preferred Stock.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents changes in accumulated other comprehensive loss, by component, for the last three fiscal years:

See Note 13 Common Stock and Convertible Preferred Stock, for details on Series A Preferred Stock.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents changes in accumulated other comprehensive income (loss), by component, for the last three fiscal years:

2025 2024 2023

Accumulated other comprehensive loss components

Accumulated other comprehensive income (loss) components

Retirement benefit obligations:

2 unchanged sentences

Other comprehensive income (loss) before reclassifications

92 ( 55 ) ( 73 )

Reclassification adjustments:

4 unchanged sentences

Income tax provision (benefit)

53 ( 15 ) ( 19 )

Current year comprehensive income (loss), net of tax

158 ( 43 ) ( 54 )

Balance as of end of year (1)

3 unchanged sentences

Change in fair value of interest rate caps — — 1

Amounts reclassified to interest expense — — —

Total before income tax — 1 —

Income tax provision — — —

Current year comprehensive income, net of tax

22 unchanged sentences

Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective income tax rate in the future.

On August 26, 2022, the U.S.

government enacted the Inflation Reduction Act of 2022 (IRA) that includes provisions that allow a company to purchase transferable tax credits.

In 2025, we executed agreements to purchase eligible tax credits for a total of $ 71 million, due to counterparties in 2026.

The reconciliation of the provision for income taxes at the U.S.

1 unchanged sentence

2025 2024 2023

Federal income taxes computed at statutory rate $ 135 $ 142 $ 76

State income taxes, net of federal income tax benefit 31 35 21

Stock-based compensation ( 9 ) ( 5 ) ( 3 )

Non-deductible expenses 12 10 7

Change in the valuation allowance for deferred tax assets ( 3 ) ( 6 ) ( 12 )

Net operating loss expirations 1 1 9

US federal statutory tax rate $ 189 21.0 % $ 135 21.0 % $ 142 21.0 %

State and local income taxes (a)

42 4.7 % 32 4.9 % 31 4.6 %

Tax credits ( 8 ) ( 0.9 ) % ( 3 ) ( 0.5 ) % ( 2 ) ( 0.3 ) %

Change in unrecognized tax benefits ( 17 ) ( 3 ) ( 1 )

Non-taxable or non-deductible items

Stock-based compensation ( 9 ) ( 1.0 ) % ( 7 ) ( 1.1 ) % ( 4 ) ( 0.6 ) %

Other 8 0.9 % 10 1.6 % 8 1.2 %

Changes in uncertain tax benefits — — % ( 17 ) ( 2.6 ) % ( 3 ) ( 0.4 ) %

Total income tax provision $ 222 24.7 % $ 150 23.2 % $ 172 25.4 %

(1) State Taxes in California, Florida, Illinois, New York, Oregon, Pennsylvania, Virginia (2025), Georgia (2024) and New Jersey (2023) made up the majority (greater than 50 percent) of the tax effect in this category.

Temporary differences and carryforwards that created significant deferred tax assets and liabilities were as follows:

4 unchanged sentences

Financing lease and other long term liabilities 129 118

Net operating loss carryforwards 30 37

Other deferred tax assets 95 119

5 unchanged sentences

Operating lease assets ( 82 ) ( 68 )

Inventories ( 17 ) ( 16 )

Intangibles ( 352 ) ( 311 )

11 unchanged sentences

2026-2030 $ 2

The Company also has state credit carryforwards of $ 4 million.

federal and state net operating loss carryforwards in the income tax returns filed included unrecognized tax benefits taken in prior years.

2 unchanged sentences

Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities.

The Company maintained a valuation allowance on certain state net operating loss and tax credit carryforwards expected to expire unutilized as a result of insufficient forecasted taxable income in the carryforward period or the utilization of which is subject to limitation.

The Company maintained a valuation allowance on certain state net operating loss and other state tax attribute carryforwards expected to expire unutilized as a result of insufficient forecasted taxable income in the carryforward period or the utilization of which is subject to limitation.

A summary of the activity in the valuation allowance for the fiscal years 2025, 2024 and 2023 is as follows:

12 unchanged sentences

Decreases due to lapses of statute of limitations ( 4 )

Balance at January 1, 2023 30

Decreases due to lapses of statute of limitations ( 4 )

Balance at December 30, 2023 26

2 unchanged sentences

Balance at December 28, 2024 10

The Company estimates it is reasonably possible that the liability for unrecognized tax benefits will decrease by up to $ 1 million in the next 12 months as a result of the completion of various tax audits currently in process and the expiration of the statute of limitations in several jurisdictions.

Decreases due to lapses of statute of limitations ( 1 )

Increase for tax positions related to the current year 1

Balance at December 27, 2025 $ 10

Included in the balance of unrecognized tax benefits as of the end of fiscal years 2025, 2024 and 2023 was $ 8 million, $ 8 million and $ 24 million, respectively, of tax benefits that, if recognized, would affect the effective income tax rate.

10 unchanged sentences

Purchase Commitments —The Company enters into purchase orders with vendors and other parties in the ordinary course of business and has a limited number of purchase contracts with certain vendors that require it to buy a predetermined volume of products.

The Company had $ 929 million of purchase orders and purchase contract commitments as of December 28, 2024 to be purchased through the end of fiscal year 2025 and $ 95 million of information technology commitments through November 2029 that are not recorded in the Company’s Consolidated Balance Sheets.

The Company had $ 1.1 billion of purchase orders and purchase contract commitments as of December 27, 2025 to be purchased through the end of fiscal year 2026 and $ 113 million of information technology commitments through December 2028 that are not recorded in the Company’s Consolidated Balance Sheets.

The Company has entered into various minimum volume purchase agreements at various pricing terms.

Minimum amounts committed to as of December 28, 2024 totaled approximately $ 1.104 billion.

Minimum amounts committed to as of December 27, 2025 totaled approximately $ 49 million.

Minimum amounts committed to by year are as follows:

(In millions)

2027 and thereafter —

To minimize fuel price risk, the Company enters into forward purchase commitments for a portion of its projected diesel fuel requirements.

14 unchanged sentences

USF had $ 2.8 billion of restricted payment capacity under these covenants, and approximately $ 1.6 billion of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation, as of December 27, 2025.

See Note 15, Share-Based Compensation, Common Stock Issuances and Common Stock, for a discussion of the Company’s equity-related transactions.

the condensed parent company financial statements below, the investment in the operating subsidiary, USF, is accounted for using the equity method.

See Note 13, Common Stock and Convertible Preferred Stock, for a discussion of the Company’s equity-related transactions.

In the condensed parent company financial statements below, the investment in the operating subsidiary, USF, is accounted for using the equity method.

Condensed Parent Company Balance Sheets

30 unchanged sentences

Changes in retirement benefit obligations

158 ( 43 ) ( 54 )

Loss on pension settlement — ( 124 ) —

22 unchanged sentences

Dividends paid on Series A convertible preferred stock

— ( 7 ) ( 37 )

Repurchase of common stock ( 934 ) ( 958 ) ( 294 )

32 unchanged sentences

Net income $ 676 $ 494 $ 506

During the fiscal year 2024, the Company began offering a supplier financing program, in which participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions.

No third parties have signed the supplier finance program agreements as of December 28, 2024.

No single customer accounted for more than 2 % of the Company’s consolidated net sales in fiscal year 2025, 2 % of the Company’s consolidated net sales in fiscal year 2024 and 2 % of the Company’s consolidated net sales in fiscal year 2023.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data