Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock and Stockholders
Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “USFD”. There were 18,229 holders of record of our common stock as of February 6, 2026. This figure does not include a substantially greater number of “street name” holders whose shares are held of record by banks, brokers and other financial institutions.
Dividends
We have not paid any dividends on our common stock since our common stock began trading publicly in 2016.
We have no plans to pay dividends on our common stock in the foreseeable future. The declaration, amount, and payment of any future dividends on shares of common stock will be at the sole discretion of our Board of Directors. In making any such decision, our Board of Directors may take into account, among other things, our results of operations, capital requirements, financial condition, contractual restrictions, and other factors that our Board of Directors may deem relevant.
During the 52 weeks ended December 30, 2023, the Company’s Board of Directors declared dividends on the shares of the Series A Preferred Stock outstanding on March 31, 2023. The Company paid cash dividends in the aggregate of $7 million on the shares of the Series A Preferred Stock. See Note 13, Common Stock and Convertible Preferred Stock, in our consolidated financial statements for further information.
Share Repurchase Program
On November 2, 2022, our Board of Directors approved, and we publicly announced, a Share Repurchase Program (“2022 Share Repurchase Program”) under which the Company was authorized to repurchase up to $500 million of its outstanding common stock. On June 1, 2024, the Board approved 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. Additionally, on November 24, 2025, the Board of Directors approved, and we publicly announced, a new share repurchase program (“November 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $1 billion of its outstanding common stock. In the fourth quarter of 2025, under the ASR Agreement, the Company funded $250 million and received a $200 million initial delivery of approximately 2.6 million shares of the Company’s common stock based on a price of $77.41 per share, inclusive of the 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.
In the year ended December 27, 2025, the Company repurchased 11,881,693 shares of its common stock at an aggregate purchase price of approximately $934 million under the Original Share Repurchase Program and the May 2025 Share Repurchase Program, collectively, inclusive of approximately $8 million of fees, commissions, and any related 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 future repurchases will depend on a number of factors, including share price, general business and market conditions as well as other factors. 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 number 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.
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The following table summarizes repurchases of US Foods common stock in the three months ended December 27, 2025:
Period (Millions of dollars, except number and price per share) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)(2)
September 28, 2025 through November 1, 2025 1,627,919 $ 76.78 1,627,919 $ 342
November 2, 2025 through November 29, 2025 2,609,603 77.41 2,609,603 $ 1,090
November 30, 2025 through December 27, 2025 — — — $ 1,090
Total 4,237,522 $ 77.16 4,237,522
(1) On May 7, 2025, the Board of Directors approved a share repurchase program (“May 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $1 billion of its outstanding common stock. On November 24, 2025, the Company entered into an accelerated share repurchase agreement (“ASR Agreement”) with Morgan Stanley & Co. LLC to repurchase an aggregate of $250 million of the Company’s common stock under the May 2025 Share Repurchase Program. Additionally, on November 24, 2025, the Board of Directors approved a new share repurchase program (“November 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $1 billion of its outstanding common stock. See Note 13, Common Stock and Convertible Preferred Stock, in our consolidated financial statements for further information.
(2) Reflects reduction of the unsettled accelerated share repurchases of $50 million and includes excise tax on share repurchases.
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Stock Performance Graph
The following stock performance graph compares the cumulative total stockholder return of the Company’s common stock with the cumulative total return of the S&P 500 Index and the S&P 500 Consumer Staples Distribution & Retail Index for the last five fiscal years. The graph assumes the investment of $100 in our common stock and each of such indices on December 28, 2019 (the beginning of our fiscal year) and the reinvestment of dividends, as applicable. Performance data for the Company, the S&P 500 Index and the S&P 500 Consumer Staples Distribution & Retail Index is provided as of the last trading day of each of our last five fiscal years.
01/02/21 01/01/22 12/31/22 12/30/23 12/28/24 12/27/25
US Foods Holding Corp. $ 100 $ 105 $ 102 $ 136 $ 203 $ 226
S&P 500 100 129 105 133 166 196
S&P Consumer Staples Distribution & Retail Index
100 125 112 130 176 191
Item 6. [Reserved]
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