US Foods Holding Corp. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) 40 Consolidated Balance Sheets as of December 2 7 , 202 5 and December 28 , 202 4 42 Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 2 7 , 202 5 , December 28 , 202 4 and December 3 0 , 202 3 43 Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended December 2 7 , 202 5 , December 28 , 202 4 and December 3 0 , 202 3 44 Consolidated Statements of Cash Flows for the Fiscal Years Ended December 2 7 , 202 5 , December 28 , 202 4 and December 3 0 , 202 3 45 Notes to Consolidated Financial Statements 47 39 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of US Foods Holding Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of US Foods Holding Corp. 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter 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 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. Critical Audit Matter Description The Company receives rebates and incentives from certain suppliers, primarily through purchase-based programs. Consideration earned under these incentives is estimated during the year based on purchasing activity, as obligations under the program are fulfilled primarily as products are purchased. Consideration is typically received in the form of invoice reductions to be applied against the amounts owed to the Company’s vendors, or less often in the form of cash payments. The purchase-based incentives are recorded as a reduction to inventory as they are earned based on inventory purchases. As the related inventory is sold, the amounts are recorded as a reduction to cost of goods sold. Vendor receivables represent the uncollected balance of vendor consideration. Although many of these incentives are under long-term agreements others are negotiated on an annual basis or shorter. We identified vendor consideration as a critical audit matter due to the extent of audit effort required to evaluate whether vendor consideration is recorded in accordance with the terms of the vendor agreements. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the evaluation of the vendor agreements included the following, among others: 40 • 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 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. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois February 12, 2026 We have served as the Company’s auditor since 2006. 41 US FOODS HOLDING CORP. CONSOLIDATED BALANCE SHEETS (In millions, except par value) December 27, 2025 December 28, 2024 ASSETS Current assets: Cash and cash equivalents $ 41 $ 59 Accounts receivable, less allowances of $ 30 and $ 24 2,026 1,957 Vendor receivables, less allowances of $ 7 and $ 7 173 167 Inventories—net 1,711 1,626 Prepaid expenses 153 146 Assets held for sale — 8 Other current assets 60 11 Total current assets 4,164 3,974 Property and equipment—net 2,681 2,398 Goodwill 5,794 5,766 Other intangibles—net 781 836 Other assets 523 429 Noncurrent assets held for sale — 33 Total assets $ 13,943 $ 13,436 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Cash overdraft liability $ 168 $ 216 Accounts payable 2,447 2,231 Accrued expenses and other current liabilities 839 732 Current portion of long-term debt 137 109 Liabilities held for sale — 8 Total current liabilities 3,591 3,296 Long-term debt 5,063 4,819 Deferred tax liabilities 426 335 Other long-term liabilities 556 447 Noncurrent liabilities held for sale — 11 Total liabilities 9,636 8,908 Commitments and contingencies (Note 19) Shareholders' equity: Common stock, $ 0.01 par value— 600 shares authorized; 256.6 issued and 220.5 outstanding as of December 27, 2025, and 254.7 issued and 230.5 outstanding as of December 28, 2024, respectively 3 3 Additional paid-in capital 3,777 3,748 Retained earnings 2,679 2,003 Accumulated other comprehensive income 48 43 Treasury Stock, 36.1 and 24.2 shares, respectively ( 2,200 ) ( 1,269 ) Total shareholders’ equity 4,307 4,528 Total liabilities and shareholders’ equity $ 13,943 $ 13,436 See Notes to Consolidated Financial Statements. 42 US FOODS HOLDING CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions, except per share data) Fiscal Years Ended December 27, 2025 December 28, 2024 December 30, 2023 Net sales $ 39,424 $ 37,877 $ 35,597 Cost of goods sold 32,560 31,343 29,449 Gross profit 6,864 6,534 6,148 Operating expenses: Distribution, selling and administrative costs 5,632 5,412 5,117 Restructuring activity and asset impairment charges 33 23 14 Total operating expenses 5,665 5,435 5,131 Operating income 1,199 1,099 1,017 Other (income) expense—net ( 4 ) 6 ( 6 ) Interest expense—net 305 315 324 Loss on extinguishment of debt — 10 21 Recognition of net actuarial loss for pension settlement — 124 — Income before income taxes 898 644 678 Income tax provision 222 150 172 Net income 676 494 506 Other comprehensive income—net of tax: Changes in retirement benefit obligations 5 158 ( 43 ) Loss on pension settlement — ( 124 ) — Interest rate hedge activity — — 1 Comprehensive income $ 681 $ 528 $ 464 Net income $ 676 $ 494 $ 506 Series A convertible preferred stock dividends — — ( 7 ) Net income available to common shareholders $ 676 $ 494 $ 499 Net income per share: Basic $ 2.98 $ 2.05 $ 2.09 Diluted $ 2.94 $ 2.02 $ 2.02 Weighted-average common shares outstanding Basic 227 241 239 Diluted 230 244 250 See Notes to Consolidated Financial Statements. 43 US FOODS HOLDING CORP. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In millions) Number of Common Shares Common Shares at Par Value Additional Paid-In Capital Retained Earnings Number of Treasury Shares Treasury Stock Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity BALANCE—December 31, 2022 225.2 $ 2 $ 3,036 $ 1,010 0.4 $ ( 14 ) $ ( 73 ) $ 3,961 Share-based compensation expense — — 56 — — — — 56 Proceeds from employee stock purchase plan 0.7 — 24 — — — — 24 Vested restricted stock units, net 0.8 — — — — — — — Exercise of stock options 1.2 — 25 — — — — 25 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 BALANCE—December 30, 2023 252.9 $ 3 $ 3,663 $ 1,509 7.8 $ ( 311 ) $ ( 115 ) $ 4,749 Share-based compensation expense — — 63 — — — — 63 Proceeds from employee share purchase plan 0.4 — 28 — — — — 28 Vested restricted stock units, net 0.7 — — — — — — — Exercise of stock options 0.7 — 15 — — — — 15 Tax withholding payments for net share-settled equity awards — — ( 21 ) — — — — ( 21 ) Changes in retirement benefit obligations, net of income tax — — — — — — 158 158 Common stock repurchased — — — — 16.4 ( 958 ) — ( 958 ) Net income — — — 494 — — — 494 BALANCE—December 28, 2024 254.7 $ 3 $ 3,748 $ 2,003 24.2 $ ( 1,269 ) $ 43 $ 4,528 Share-based compensation expense — — 83 — — — — 83 Proceeds from employee share purchase plan 0.5 — 28 — — — — 28 Vested restricted stock units, net 1.0 — — — — — — — Exercise of stock options 0.3 — 6 — — — — 6 Tax withholding payments for net share-settled equity awards 0.1 — ( 38 ) — — — — ( 38 ) Changes in retirement benefit obligations, net of income tax — — — — — — 5 5 Common stock repurchased — — ( 50 ) — 11.9 ( 931 ) — ( 981 ) Net income — — — 676 — — — 676 BALANCE—December 27, 2025 256.6 $ 3 $ 3,777 $ 2,679 36.1 $ ( 2,200 ) $ 48 $ 4,307 See Notes to Consolidated Financial Statements. 44 US FOODS HOLDING CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Fiscal Years Ended December 27, 2025 December 28, 2024 December 30, 2023 Cash flows from operating activities: Net income $ 676 $ 494 $ 506 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 462 438 395 Intangible asset impairment charges 13 — — Loss on extinguishment of debt — 10 21 Loss on pension settlement — 124 — 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: Increase in receivables ( 95 ) ( 140 ) ( 157 ) (Increase) decrease in inventories ( 66 ) ( 16 ) 61 (Increase) decrease in prepaid expenses and other assets ( 34 ) 38 ( 67 ) Increase in accounts payable and cash overdraft liability 143 170 200 Increase (decrease) in accrued expenses and other liabilities 57 ( 34 ) 80 Net cash provided by operating activities 1,369 1,174 1,140 Cash flows from investing activities: 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 Purchases of property and equipment ( 410 ) ( 341 ) ( 309 ) Net cash used in investing activities ( 497 ) ( 552 ) ( 495 ) Cash flows from financing activities: Repurchase of Senior Note Debt — — ( 1,000 ) Issuance of new Senior Note Debt — 500 1,000 Principal payments on debt refinancing — ( 1,217 ) — Proceeds from Term Loan Issuance — 725 — Principal payments on debt repricing — ( 14 ) ( 43 ) Proceeds from debt repricing — 14 43 Proceeds from debt borrowings 9,792 4,896 456 Principal payments on debt and financing leases ( 9,701 ) ( 4,796 ) ( 766 ) Dividends paid on Series A convertible preferred stock — — ( 7 ) Debt financing costs and fees — ( 13 ) ( 11 ) Repurchase of common stock ( 926 ) ( 948 ) ( 294 ) Unsettled accelerated share repurchases ( 50 ) — — Proceeds from employee stock purchase plan 28 28 24 Proceeds from exercise of stock options 6 15 26 Purchase of interest rate caps ( 1 ) — ( 3 ) Tax withholding payments for net share-settled equity awards ( 38 ) ( 21 ) ( 12 ) Net cash used in financing activities ( 890 ) ( 831 ) ( 587 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 18 ) ( 209 ) 58 Cash, cash equivalents and restricted cash—beginning of year 59 269 211 Cash, cash equivalents and restricted cash—end of year $ 41 $ 60 $ 269 See Notes to Consolidated Financial Statements. 45 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: Conversion of Series A Convertible Preferred Stock $ — $ — $ 534 Interest paid—net of amounts capitalized 300 284 294 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 Leased assets obtained in exchange for financing lease liabilities 201 145 125 Leased assets obtained in exchange for operating lease liabilities 109 35 67 Cashless exercise of stock options 3 5 2 Cash and cash equivalents presentation: Cash and cash equivalents $ 41 $ 59 $ 269 Assets held for sale — 1 — Total cash and cash equivalents $ 41 $ 60 $ 269 *Jurisdiction below the threshold for the period presented. See Notes to Consolidated Financial Statements. 46 US FOODS HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in millions, except share and per share data, unless otherwise noted) 1. OVERVIEW AND BASIS OF PRESENTATION US Foods Holding Corp., a Delaware corporation, and its consolidated subsidiaries are referred to in these consolidated financial statements and notes as “we,” “our,” “us,” the “Company” or “US Foods.” US Foods Holding Corp. conducts all of its operations through its wholly owned subsidiary US Foods, Inc. (“USF”) and its subsidiaries. All of the Company’s indebtedness, as further described in Note 9, Debt, is a direct obligation of USF and its subsidiaries. Business Description —The Company, through USF, operates in one business segment in which it markets, sells and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the U.S. These customers include independently owned single and multi-unit restaurants, regional concepts, national restaurant chains, hospitals, nursing homes, hotels and motels, country clubs, government and military organizations, colleges and universities and retail locations. Basis of Presentation —The Company operates on a 52 or 53-week fiscal year, with all periods ending on a Saturday. When a 53-week fiscal year occurs, the Company reports the additional week in the fiscal fourth quarter. The fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, referred to herein as fiscal years 2025, 2024 and 2023, respectively, were 52-week fiscal years. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation —The Company’s consolidated financial statements include the accounts of US Foods and its wholly owned subsidiary, USF, and its subsidiaries. Intercompany transactions have been eliminated in consolidation. Use of Estimates —The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with an original maturity of three or fewer months to be cash equivalents. Accounts Receivable —Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for credit losses in the Company’s accompanying Consolidated Balance Sheets. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information. Collections and payments from customers are continuously monitored. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for credit losses based on a combination of factors. The Company maintains an allowance for credit losses, which is based upon historical experience, future expected losses, as well as specific customer collection issues that have been identified. 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. Consideration earned is estimated during the year as the Company’s obligations under the programs are fulfilled, which is primarily when products are purchased. Changes in the estimated amount of incentives earned are recognized in the period of change. Vendor consideration is typically deducted from invoices or collected in cash within 30 days of being earned. Vendor receivables represent the uncollected balance of vendor consideration. Since collections occur primarily from deducting the consideration from the amounts due to the vendor, the Company does not experience significant collectability issues. The Company evaluates the collectability of its vendor receivables based on specific vendor information and vendor collection history. Inventories —The Company’s inventories, consisting mainly of food and other food-related products, are primarily considered finished goods. Inventory costs include the purchase price of the product, freight costs to deliver it to the Company’s distribution and retail facilities and depreciation and labor related to processing facilities and equipment, and are net of certain cash or non-cash consideration received from vendors. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items and overall economic conditions. 47 The Company records inventories at the lower of cost or market primarily using the last-in, first-out (“LIFO”) method. For LIFO based inventories, the base year values of beginning and ending inventories are determined using the inventory price index computation method. This “links” current costs to original costs in the base year when the Company adopted LIFO. 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 $ 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. The reclassification occurs when all the held for sale criteria have been met. Disposal groups are measured at the lower of carrying value or fair value less costs to sell. Assets held for sale are not depreciated or amortized. The Company assesses the recoverability of its disposal groups each reporting period it remains classified as held for sale and if its carrying value exceeds its fair value, less an estimated cost to sell, an impairment charge is recorded for the excess. Property and Equipment —Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from 3 to 40 years. Property and equipment under financing leases and leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the related lease or the estimated useful lives of the assets. Routine maintenance and repairs are charged to expense as incurred. Applicable interest charges incurred during the construction of new facilities or development of software for internal use are capitalized as one of the elements of cost and are amortized over the useful life of the respective assets. Property and equipment held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. For purposes of evaluating the recoverability of property and equipment, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group. If the future cash flows do not exceed the carrying value, the carrying value is compared to the fair value of such asset. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess. Impairments resulting from restructuring activities are recorded as a component of restructuring costs and asset impairment charges in the Company’s Consolidated Statements of Comprehensive Income, and a reduction of the asset’s carrying value in the Company’s Consolidated Balance Sheets. Goodwill and Other Intangible Assets —Goodwill includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired. Other intangible assets include customer relationships, noncompete agreements, amortizable trade names, the brand names, which are non-amortizing but subject to impairment assessments as described below. The Company assesses goodwill and other intangible assets with indefinite lives for impairment annually, or more frequently if events occur that indicate an asset may be impaired. 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. For intangible assets with definite lives, the Company assesses impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. The reporting unit used in assessing goodwill impairment is the Company’s one business segment as described in Note 21, and all goodwill is assigned to the consolidated Company. Impairments are recorded as a component of restructuring costs and asset impairment charges in the Company’s Consolidated Statements of Comprehensive Income, and a reduction of the asset’s carrying value in the Company’s Consolidated Balance Sheets. Self-Insurance Programs —The Company estimates its liabilities for claims covering general, fleet, and workers’ compensation. 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 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. Treasury rate consistent with the duration of the liability. The inherent uncertainty of future loss projections could cause actual claims to differ from our estimates. We are primarily self-insured for group medical claims not covered under multiemployer health plans covering certain of our union-represented employees. The Company accrues its self-insured medical liability, including an estimate for incurred but not reported claims, based on known claims and past claims history. These accruals are included in accrued expenses and other current liabilities and other long-term liabilities in the Company’s Consolidated Balance Sheets. Share-Based Compensation —The Company measures compensation expense for share-based awards at fair value as of the date of grant, and recognizes compensation expense over the service period for awards, and as applicable based upon predetermined financial performance conditions for performance share-based awards. Forfeitures are recognized as incurred. 48 Fair value of each option is estimated as of the date of grant using a Black-Scholes option-pricing model. The fair value of time-based and other performance based awards is the closing price per share for the Company’s common stock as reported on the New York Stock Exchange. The fair value of the market performance based awards is estimated using a Monte-Carlo simulation. Shares issued as a result of stock options exercises will be funded with the issuance of new shares. Compensation expense related to our employee stock purchase plan, which allows eligible employees to purchase our common stock at a discount of 15 % represents the difference between the fair market value as of acquisition date and the employee purchase price. Treasury Stock — The company records treasury stock purchases at cost plus excise tax. Business Acquisitions —The Company accounts for business acquisitions under the acquisition method. Assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. Cost of Goods Sold —Cost of goods sold includes amounts paid to vendors for products sold, net of vendor consideration, including in-bound freight necessary to bring the products to the Company’s distribution facilities. Depreciation related to processing facilities and equipment is presented in cost of goods sold. Because the majority of the inventories are finished goods, depreciation related to warehouse facilities and equipment is presented in distribution, selling and administrative costs. See “Inventories” above for discussion of the LIFO impact on cost of goods sold. Shipping and Handling Costs —Shipping and handling costs, which include costs related to the selection of products and their delivery to customers, are presented in distribution, selling and administrative costs. Shipping and handling costs were $ 2.6 billion, $ 2.6 billion and $ 2.4 billion in fiscal years 2025, 2024 and 2023, respectively. Income Taxes —The Company accounts for income taxes under the asset and liability method. This requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date. Net deferred tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. An uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Uncertain tax positions are recorded at the largest amount that is more likely than not to be sustained. The Company adjusts the amounts recorded for uncertain tax positions when its judgment changes, as a result of evaluating new information not previously available. These differences are reflected as increases or decreases to income tax expense or benefit in the period in which they are determined. Derivative Financial Instruments —The Company has utilized derivative financial instruments to assist in managing its exposure to variable interest rates on certain borrowings. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. 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. The effective portion of gains and losses on the interest rate caps are initially recorded in other comprehensive loss and reclassified to interest expenses during the period in which the hedged transaction affects income. In the normal course of business, the Company enters into forward purchase agreements to procure fuel, electricity and product commodities related to its business. These agreements often meet the definition of a derivative. 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 accounts receivable. Credit risk related to accounts receivable is dispersed across a significantly large number of customers located throughout the U.S. The Company attempts to reduce credit risk through initial and ongoing credit evaluations of its customers’ financial condition. There were no receivables from any one customer representing more than 5% of our consolidated gross accounts receivable as of December 27, 2025. 49 3. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted 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. This guidance is effective for fiscal years beginning after December 15, 2024. This guidance is effective on a prospective basis, though retrospective application is permitted. 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: Disaggregation of Income Statement Expenses”, which requires disclosure of disaggregated information about certain income statement expense line items within the footnotes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. 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. 4. REVENUE RECOGNITION The Company recognizes revenue when the performance obligation is satisfied, which occurs when a customer obtains control of the promised goods or services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these goods or services. The Company generates substantially all of its revenue from the distribution and sale of food and food-related products and recognizes revenue when title and risk of loss passes and the customer accepts the goods, which occurs at delivery. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of revenue at the time the revenue is recognized. Sales taxes invoiced to customers and remitted to governmental authorities are excluded from net sales. Shipping and handling costs are treated as fulfillment costs and included in distribution, selling and administrative costs. 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. The Company has certain customer contracts under which incentives are paid upfront to its customers. These payments have become industry practice and are not related to financing any customer’s business, nor are these costs associated with any distinct good or service to be received from any customer. These incentive payments are capitalized in prepaid expenses and other assets and amortized as a reduction of revenue over the life of the contract or as goods or services are transferred to the customer. The Company’s contract assets for these upfront payments were $ 63 million and $ 43 million included in prepaid expenses in the Company’s Consolidated Balance Sheets as of December 27, 2025 and December 28, 2024, respectively, and $ 74 million and $ 50 million included in other assets in the Company’s Consolidated Balance Sheets as of December 27, 2025 and December 28, 2024, respectively. 50 The following table presents the disaggregation of revenue for each of the Company’s principal product categories for the last three fiscal years: 2025 2024 2023 Meats and seafood $ 13,974 $ 12,930 $ 11,953 Dry grocery products 6,685 6,624 6,407 Refrigerated and frozen grocery products 6,635 6,423 6,053 Dairy 4,214 4,036 3,727 Equipment, disposables and supplies 3,631 3,567 3,571 Beverage products 2,338 2,161 1,971 Produce 1,947 2,136 1,915 Total Net sales $ 39,424 $ 37,877 $ 35,597 5. ACQUISITIONS AND DIVESTITURES Acquisitions 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 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 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. The acquisition, which was funded with cash from operations, allows US Foods to further expand its reach into California and distribution channels to the southwest United States. The Saladino’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 $ 14 million and intangible assets of $ 7 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 Saladino’s acquisition is deductible for tax purposes. Saladino’s is integrated into the Company’s foodservice distribution network. 51 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 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 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. Divestitures 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. 6. PROPERTY AND EQUIPMENT Property and equipment as of December 27, 2025 and December 28, 2024 consisted of the following: December 27, 2025 December 28, 2024 Range of Useful Lives Land $ 409 $ 409 Buildings and building improvements 1,911 1,818 5 – 40 years Transportation equipment 1,701 1,610 5 – 10 years Warehouse equipment 704 609 5 – 12 years Office equipment, furniture and software 1,154 1,100 3 – 7 years Construction in process 208 155 6,087 5,701 Less accumulated depreciation and amortization ( 3,406 ) ( 3,303 ) 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 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 $ 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. Interest capitalized was immaterial for fiscal years 2025 and 2024. Depreciation and amortization expense of property and equipment, including amortization of financing lease assets, was $ 406 million, $ 384 million and $ 349 million for fiscal years 2025, 2024 and 2023, respectively. 52 7. GOODWILL AND OTHER INTANGIBLES Goodwill includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired. Other intangible assets include customer relationships, amortizable trade names, the brand names comprising the Company’s portfolio of exclusive brands, and trademarks. Brand names and trademarks are indefinite-lived intangible assets and, accordingly, are not subject to amortization, but are subject to impairment assessments as described below. Amortizable customer relationships, trade names and noncompete agreements are intangible assets with definite lives, and are carried at the acquired fair value less accumulated amortization. Customer relationships and amortizable trade names are amortized over the estimated useful lives (which range from approximately 3 to 15 years). Amortization expense was $ 56 million, $ 54 million and $ 46 million for fiscal years 2025, 2024 and 2023, respectively. 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 $ 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: December 27, 2025 December 28, 2024 Goodwill $ 5,794 $ 5,781 Reclassification to assets held for sale (1) — ( 15 ) Total Goodwill $ 5,794 $ 5,766 Other intangibles—net Customer relationships—amortizable: Gross carrying amount $ 812 $ 798 Accumulated amortization ( 297 ) ( 241 ) Net carrying value 515 557 Trade names—amortizable: Gross carrying amount 4 4 Accumulated amortization ( 2 ) ( 2 ) Net carrying value 2 2 Noncompete agreements—amortizable: Gross carrying amount 8 8 Accumulated amortization ( 2 ) ( 2 ) Net carrying value 6 6 Brand names and trademarks—not amortizing 258 271 Total other intangibles—net $ 781 $ 836 1. 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. The Company assesses goodwill and other intangible assets with indefinite lives for impairment annually, or more frequently if events occur that indicate an asset may be impaired. 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 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. 53 For goodwill, the reporting unit used in assessing impairment is the Company’s one business segment as described in Note 21, Business Information. The Company performed the annual goodwill impairment assessment using a qualitative approach to determine whether it is more likely than not that the fair value of goodwill is less than its carrying value. In performing the qualitative assessment, the Company identified and considered the significance of relevant key factors, events, and circumstances that affect the fair value of its goodwill. 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 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. 8. FAIR VALUE MEASUREMENTS Certain assets and liabilities are carried at fair value under GAAP, under which fair value is a market-based measurement, not an entity-specific measurement. The Company’s fair value measurements are based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1—observable inputs, such as quoted prices in active markets • Level 2—observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active or inactive markets that are observable either directly or indirectly, or other inputs that are observable or can be corroborated by observable market data • Level 3—unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions 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 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 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 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 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. Other Fair Value Measurements The carrying value of cash, accounts receivable, vendor receivables, cash overdraft liability and accounts payable approximate their fair values due to their short-term maturities. The fair value of the Company’s total debt approximated $ 5.2 billion, compared to its carrying value of $ 5.2 billion as of December 27, 2025. The fair value of the Company’s total debt approximated $ 4.8 billion compared to its carrying value of $ 4.9 billion as of December 28, 2024. 54 The fair value of the Company’s 6.88 % senior unsecured notes due September 15, 2028 (the “Unsecured Senior Notes due 2028”) was $ 0.5 billion and $ 0.5 billion as of December 27, 2025 and December 28, 2024. The fair value of the Company’s 4.75 % unsecured senior notes due February 15, 2029 (the “Unsecured Senior Notes due 2029”) was $ 0.9 billion and $ 0.8 billion as of December 27, 2025 and December 28, 2024, respectively. The fair value of the Company’s 4.630 % unsecured senior notes due June 1, 2030 (the “Unsecured Senior Notes due 2030”) 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 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 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. The fair value of the balance of the Company’s debt is primarily classified under Level 3 of the fair value hierarchy, with fair value estimated based upon a combination of the cash outflows expected under these debt facilities, interest rates that are currently available to the Company for debt with similar terms, and estimates of the Company’s overall credit risk. 9. DEBT Total debt consisted of the following: Debt Description Maturity Interest Rate as of December 27, 2025 Carrying Value as of December 27, 2025 Carrying Value as of December 28, 2024 ABL Facility December 7, 2027 5.41 % $ 429 $ 223 2021 Incremental Term Loan Facility (net of $ 1 and $ 0 of unamortized deferred financing costs, respectively) (1) November 22, 2028 5.67 % 609 610 2024 Incremental Term Loan Facility (net of $ 7 and $ 8 of unamortized deferred financing costs, respectively) October 3, 2031 5.67 % 712 717 Unsecured Senior Notes due 2028 (net of $ 3 and $ 4 unamortized deferred financing costs, respectively) September 15, 2028 6.88 % 497 496 Unsecured Senior Notes due 2029 (net of $ 4 and $ 5 of unamortized deferred financing costs, respectively) February 15, 2029 4.75 % 896 895 Unsecured Senior Notes due 2030 (net of $ 2 and $ 3 of unamortized deferred financing costs, respectively) June 1, 2030 4.63 % 498 497 Unsecured Senior Notes due 2032 (net of $ 4 and $ 4 of unamortized deferred financing costs, respectively) January 15, 2032 7.25 % 496 496 Unsecured Senior Notes due 2033 (net of $ 2 and $ 4 of unamortized deferred financing costs) April 15, 2033 5.75 % 498 496 Obligations under financing leases (2) 2026–2033 1.26 % - 8.31 % 557 490 Other debt January 1, 2031 5.75 % 8 8 Total debt (2) 5,200 4,928 Current portion of long-term debt ( 137 ) ( 109 ) Long-term debt $ 5,063 $ 4,819 (1) The 2021 Incremental Term Loan Facility was refinanced on October 3, 2024 as further discussed below. (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. 55 Principal payments to be made on outstanding debt, exclusive of deferred financing costs, as of December 27, 2025, were as follows: 2026 $ 137 2027 554 2028 1,211 2029 985 2030 579 Thereafter 1,757 $ 5,223 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 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 SOFR Floor ABR 0.00 % to 0.50 % 0.00 % N/A N/A Term SOFR 1.00 % to 1.50 % 1.00 % 0.10 % 0 % 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. 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. As of December 27, 2025, the Company did not have any active supply chain financing program participants. 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 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. 56 Term Loan Facilities 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. 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 Margin SOFR Floor ABR 0.75 % N/A Term SOFR 1.75 % 0.00 % 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. The Company applied modification accounting to the majority of the continuing lenders as the terms were not substantially different from the terms that applied to those lenders prior to the amendment. For the remaining lenders, the Company applied debt extinguishment accounting. 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 $ 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. The Company applied modification accounting to the majority of the continuing lenders as the terms were not substantially different from the terms that applied to those lenders prior to the amendment. For the remaining lenders, the Company applied debt extinguishment accounting. The Company recorded $ 1 million of third-party costs related to the February 27, 2024 amendment in interest expense. 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. Senior Notes 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. 57 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. The Unsecured Senior Notes due 2028 bear interest at a rate of 6.88 % per annum and will mature on September 15, 2028. On or after September 15, 2025, the Unsecured Senior Notes due 2028 are redeemable, at USF’s option, in whole or in part at a price of 103.438 % of the remaining principal, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. On or after September 15, 2026 and September 15, 2027, the optional redemption price for the Unsecured Senior Notes due 2028 declines to 101.719 % and 100.00 %, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. Unsecured Senior Notes due 2029 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, 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 The Unsecured Senior Notes due 2030 had an outstanding balance of $ 498 million, net of $ 2 million of unamortized deferred financing costs, as of December 27, 2025. The Unsecured Senior Notes due 2030 bear interest at a rate of 4.630 % per annum and will mature on June 1, 2030. On or after June 1, 2025, the Unsecured Senior Notes due 2030 are redeemable, at USF’s option, in whole or in part at a price of 102.313 % of the remaining principal, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. On or after June 1, 2026 and June 1, 2027, the optional redemption price for the Unsecured Senior Notes due 2030 declines to 101.156 % and 100.000 %, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. Unsecured Senior Notes due 2032 On September 25, 2023, the Company completed a private offering of $ 500 million aggregate principal amount of Unsecured Senior Notes due 2032. USF used the proceeds of the Unsecured Senior Notes due 2032, together with the proceeds of the Unsecured Senior Notes due 2028 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 2032 were capitalized as deferred financing costs. The Unsecured Senior Notes due 2032 had an outstanding balance of $ 496 million, net of the $ 4 million of unamortized deferred financing costs, as of December 27, 2025. The Unsecured Senior Notes due 2032 bear interest at a rate of 7.250 % per annum and will mature on January 15, 2032. On or after September 15, 2026, the Unsecured Senior Notes due 2032 are redeemable, at USF’s option, in whole or in part at a price of 103.625 % of the remaining principal, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. On or after September 15, 2027 and September 15, 2028, the optional redemption price for the Unsecured Senior Notes due 2032 declines to 101.813 % and 100.00 %, respectively, of the remaining principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. 58 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. 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 Obligations under financing leases of $ 557 million as of December 27, 2025 consist primarily of amounts due for transportation equipment and building leases. Security Interests Substantially all of the Company’s assets are pledged under the various agreements governing our indebtedness. The ABL Facility is secured by certain designated receivables, as well as inventory and certain owned transportation equipment and certain unrestricted cash and cash equivalents. Additionally, the lenders under the ABL Facility have a second priority interest in all of the capital stock of USF and its subsidiaries and substantially all other non-real estate assets of USF and its subsidiaries. USF’s obligations under the 2021 Incremental Term Loan Facility and the 2024 Incremental Term Loan Facility are secured by all the capital stock of USF and its subsidiaries and substantially all the non-real estate assets of USF. Additionally, the lenders under the 2021 Incremental Term Loan Facility and the 2024 Incremental Term Loan Facility have a second priority interest in the inventory and certain transportation equipment pledged under the ABL Facility. Debt Covenants The agreements governing our indebtedness contain customary covenants. These include, among other things, covenants that restrict our ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. The Company had approximately $ 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. The agreements governing our indebtedness also contain customary events of default. Those include, without limitation, the failure to pay interest or principal when it is due under the agreements, cross default provisions, the failure of representations and warranties contained in the agreements to be true when made, and certain insolvency events. If an event of default occurs and remains uncured, the principal amounts outstanding, together with all accrued unpaid interest and other amounts owed, may be declared immediately due and payable. Were such an event to occur, the Company would be forced to seek new financing that may not be on as favorable terms as its existing debt. The Company’s ability to refinance its indebtedness on favorable terms, or at all, is directly affected by the then prevailing economic and financial conditions. In addition, the Company’s ability to incur secured indebtedness (which may enable it to achieve more favorable terms than the incurrence of unsecured indebtedness) depends in part on the value of its assets. This, in turn, is dependent on the strength of its cash flows, results of operations, economic and market conditions, and other factors . 59 10. ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES Accrued expenses and other long-term liabilities consisted of the following: December 27, 2025 December 28, 2024 Accrued expenses and other current liabilities: Salary, wages and bonus expenses $ 195 $ 192 Operating expenses 77 71 Workers’ compensation, general and fleet liability 113 69 Group medical liability 36 32 Customer rebates and other selling expenses 167 164 Property and sales tax payable 65 67 Operating lease liability 48 42 Restructuring liabilities 12 6 Interest payable 58 62 Income taxes payable 38 2 Other 30 25 Total accrued expenses and other current liabilities $ 839 $ 732 Other long-term liabilities: Workers’ compensation, general and fleet liability $ 193 $ 170 Operating lease liability 307 248 Uncertain tax positions 18 17 Other 38 12 Total Other long-term liabilities $ 556 $ 447 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. The workers’ compensation liability, included in the table above under “Workers’ compensation, general liability and fleet liability,” is recorded at present value. This table summarizes self-insurance liability activity for the last three fiscal years: 2025 2024 2023 Balance as of beginning of the year $ 239 $ 204 $ 186 Charged to costs and expenses 168 136 123 Reinsurance recoverable 27 20 13 Payments ( 128 ) ( 121 ) ( 118 ) Balance as of end of the year $ 306 $ 239 $ 204 Discount rate 3.61 % 3.58 % 4.80 % Estimated future payments for self-insured liabilities are as follows: 2026 $ 118 2027 49 2028 33 2029 23 2030 17 Thereafter 105 Total self-insured liability 345 Less amount representing interest ( 39 ) Present value of self-insured liability $ 306 60 11 . RELATED PARTY TRANSACTIONS As of December 28, 2024, as reported by the administrative agent of the 2021 and 2024 Incremental Term Loan Facilities, investment funds managed by an affiliate of FMR LLC held approximately $ 5 million in aggregate principal amount of the 2021 and 2024 Incremental Term Loan Facility. Certain FMR LLC affiliates also provide administrative and trustee services for the Company’s 401(k) Plan and provide administrative services for other Company sponsored employee benefit plans. Fees earned by FMR LLC affiliates are not material to the Company’s consolidated financial statements. As of December 27, 2025, FMR LLC did not hold principal amount of the 2021 and 2024 Incremental Term Loan . 12. 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. 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. The Company recorded $ 5 million, $ 5 million and $ 4 million of share-based compensation expense for fiscal years 2025, 2024 and 2023, respectively, associated with the employee stock purchase plan. 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 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. As all Performance Options granted have fully vested, no share-based compensation expense was recorded in fiscal year 2025, 2024 and 2023 related to the Performance Options. The Options are nonqualified, with exercise prices equal to the estimated fair value of a share of common stock as of the date of the grant. Exercise prices range from $ 13.29 to $ 38.12 per share and generally have a 10-year life. The fair value of each Option is estimated as of the date of grant using a Black-Scholes option-pricing model. The summary of Options outstanding and changes during fiscal year 2025 are presented below: Time Options Performance Options Total Options Weighted- Average Fair Value Weighted- Average Exercise Price Weighted- Average Remaining Contractual Years Outstanding as of December 28, 2024 1,643,562 79,828 1,723,390 $ 9.58 $ 25.52 Granted — — — $ — $ — Exercised ( 353,980 ) ( 64,245 ) ( 418,225 ) $ 8.31 $ 22.32 Forfeited ( 242 ) ( 90 ) ( 332 ) $ 8.27 $ 14.58 Outstanding as of December 27, 2025 1,289,340 15,493 1,304,833 $ 9.99 $ 26.55 3.6 Vested and exercisable as of December 27, 2025 1,289,340 15,493 1,304,833 $ 9.99 $ 26.55 3.6 During fiscal years 2025, 2024 and 2023, Options were exercised with total intrinsic values of $ 22 million, $ 24 million and $ 22 million, respectively, representing the excess of fair value over the exercise price. There was no unrecognized compensation expense related to unvested Options expected to vest as of December 27, 2025. Restricted Stock Units —Certain directors, executive officers and other eligible employees have been granted time-based restricted stock units (the “Time-Based RSUs”), performance-based restricted stock units (the “Performance RSUs”) and market performance-based restricted stock units (the “Market Performance RSUs” and collectively with the Time-Based RSUs and Performance RSUs, the “RSUs”). 61 The Time-Based RSUs generally vest ratably over three years , starting on the anniversary date of the grant. For fiscal years 2025, 2024 and 2023, the Company recognized $ 43 million, $ 37 million and $ 35 million, respectively, in share-based compensation expense related to the Time-Based RSUs. The Performance RSUs generally vest over a three-year period, as and to the extent predetermined performance conditions are met. The fair value of each share underlying the Performance RSUs is measured at the fair market value of our common stock on the date of grant and recognized over the vesting period for the portion of the award that is expected to vest. Compensation expense for the Performance RSUs is remeasured as of the end of each reporting period, based on management’s evaluation of whether it is probable that the performance conditions will be met. The Company recognized $ 20 million, $ 20 million and $ 11 million of share-based compensation expense in fiscal years 2025, 2024 and 2023, respectively, for the Performance RSUs. 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 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. Time-Based RSUs Performance RSUs Market Performance RSUs Total RSUs Weighted- Average Fair Value Unvested as of December 28, 2024 1,845,908 1,210,968 310,884 3,367,760 $ 42.94 Granted 876,996 158,056 445,493 1,480,545 $ 84.58 Vested ( 870,075 ) ( 428,025 ) ( 290,233 ) ( 1,588,333 ) $ 39.50 Forfeited ( 152,308 ) ( 60,361 ) ( 22,493 ) ( 235,162 ) $ 60.91 Unvested as of December 27, 2025 1,700,521 880,638 443,651 3,024,810 $ 60.22 The weighted-average grant date fair values for the RSUs granted in fiscal years 2025, 2024 and 2023 was $ 84.58 , $ 54.03 and $ 35.71 , respectively. 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 . 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. 13. 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 62 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 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. 14. LEASES The Company leases certain distribution and warehouse facilities, office facilities, fleet vehicles, and office and warehouse equipment. The Company determines if an arrangement is a lease at inception and recognizes a financing or operating lease liability and right-of-use (“ROU”) asset in the Company’s Consolidated Balance Sheets. ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term as of commencement date. For the Company’s leases that do not provide an implicit borrowing rate, the Company uses its incremental borrowing rate based on the information available as of commencement date in determining the present value of future payments. The lease terms may include options to extend, terminate or buy out the lease. When it is reasonably certain that the Company will exercise these options, the associated payments are included in ROU assets and the estimated lease liabilities. Leases with an initial term of 12 months or less are not recorded in the Company’s Consolidated Balance Sheets. The Company recognizes lease expense for leases on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. For office and warehouse equipment leases, the Company accounts for the lease and non-lease components as a single lease component. Variable lease payments that do not depend on an index or a rate, such as insurance and property taxes, are excluded from the measurement of the lease liability and are recognized as variable lease cost when the obligation for that payment is incurred. As of December 27, 2025, lease agreements included residual value guarantees of up to $ 265 million that could potentially come due in future periods. 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. 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. 63 The following table presents the location of the ROU assets and lease liabilities in the Company’s Consolidated Balance Sheets: Leases Consolidated Balance Sheet Location December 27, 2025 December 28, 2024 Assets Operating Other assets $ 332 $ 271 Financing (2) Property and equipment-net (1) 575 494 Total leased assets $ 907 $ 765 Liabilities Current: Operating Accrued expenses and other current liabilities $ 48 $ 42 Financing Current portion of long-term debt 130 102 Noncurrent: Operating Other long-term liabilities 307 248 Financing (2) Long-term debt 427 389 Total lease liabilities $ 912 $ 781 (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) 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: Lease Cost Statements of Comprehensive Income Location 2025 2024 2023 Operating lease cost Distribution, selling and administrative costs $ 71 $ 66 $ 59 Financing lease cost: Amortization of leased assets Distribution, selling and administrative costs 95 88 86 Interest on lease liabilities Interest expense-net 28 27 22 Short-term lease cost Distribution, selling and administrative costs 3 3 2 Variable lease cost Distribution, selling and administrative costs 14 12 12 Net lease cost $ 211 $ 196 $ 181 Future lease payments under lease agreements as of December 27, 2025 were as follows: Maturity of Lease Liabilities Operating Leases Financing Lease Obligation Total 2026 $ 70 $ 153 $ 223 2027 67 135 202 2028 53 106 159 2029 49 86 135 2030 47 76 123 After 2030 181 69 250 Total lease payments 467 625 1,092 Less amount representing interest ( 112 ) ( 68 ) ( 180 ) Present value of lease liabilities $ 355 $ 557 $ 912 64 Other information related to lease agreements for fiscal years 2025, 2024 and 2023 was as follows: Cash Paid For Amounts Included In Measurement of Liabilities 2025 2024 2023 Operating cash flows from operating leases $ 68 $ 69 $ 62 Operating cash flows from financing leases 26 24 21 Financing cash flows from financing leases 120 124 111 Lease Term and Discount Rate December 27, 2025 December 28, 2024 December 31, 2023 Weighted-average remaining lease term (years): Operating leases 8.37 7.61 7.57 Financing leases 7.09 7.10 7.03 Weighted-average discount rate: Operating leases 6.6 % 6.8 % 6.5 % Financing leases 4.8 % 4.4 % 4.2 % 15. RETIREMENT PLANS The Company sponsors a defined benefit pension plan and a 401(k) plan for eligible employees, and provides certain postretirement health and welfare benefits to eligible retirees and their dependents. 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 (“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. 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 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 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: 2025 2024 2023 Components of net periodic pension benefit (credits) costs: Service cost $ 2 $ 2 $ 2 Interest cost 1 17 38 Expected return on plan assets ( 5 ) ( 17 ) ( 47 ) Amortization of net loss — 5 3 Settlement — 124 — Net periodic pension benefit (credits) costs $ ( 2 ) $ 131 $ ( 4 ) 65 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. The Company did not make a significant contribution to the Retirement Plan in fiscal years 2025, 2024 and 2023. 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 income (loss) for pension benefits for the last three fiscal years were as follows: 2025 2024 2023 Changes recognized in accumulated other comprehensive income (loss): Actuarial gain (loss) $ 8 $ 82 $ ( 58 ) Amortization of net loss — 5 3 Settlement — 124 — Net amount recognized $ 8 $ 211 $ ( 55 ) 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: Pension Benefits 2025 2024 2023 Change in benefit obligation: Benefit obligation as of beginning of year $ 23 $ 777 $ 720 Service cost 2 2 2 Interest cost 1 17 38 Actuarial (gain) loss — ( 74 ) 58 Benefit disbursements ( 1 ) ( 28 ) ( 41 ) Settlement — ( 671 ) — Projected benefit obligation as of end of year 25 23 777 Change in plan assets: Fair value of plan assets as of beginning of year 86 760 753 (Loss) return on plan assets 14 25 48 Benefit disbursements ( 1 ) ( 28 ) ( 41 ) Settlement — ( 671 ) — Fair value of plan assets as of end of year 99 86 760 Net funded status $ 74 $ 63 $ ( 17 ) 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. 66 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: Pension Benefits 2025 2024 2023 Benefit obligation: Discount rate 5.80 % 5.80 % 5.15 % Annual compensation increase — % — % 2.96 % Net cost: Discount rate 5.80 % 5.20 % 5.50 % Expected return on plan assets 6.75 % 5.20 % 6.50 % Annual compensation increase — % — % 2.96 % The measurement date for the defined benefit and other postretirement benefit plans was December 31 for fiscal years 2025, 2024 and 2023. The Company applies the practical expedient under ASU No. 2015-04 “Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets” to measure defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. 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. Retirees covered under these plans are responsible for the cost of coverage in excess of the subsidy, including all future cost increases. In determining the discount rate, the Company determines the implied rate of return on a hypothetical portfolio of high-quality fixed-income investments, for which the timing and amount of cash outflows approximates the estimated pension plan payouts. The discount rate assumption is reviewed annually and revised as appropriate. The expected long-term rate of return on plan assets is derived from a mathematical asset model. This model incorporates assumptions on the various asset class returns, reflecting a combination of historical performance analysis and the forward-looking views of the financial markets regarding the yield on long-term bonds and the historical returns of the major stock markets. The rate of return assumption is reviewed annually and revised as deemed appropriate. The US Foods, Inc. Retirement Investment Committee (the “Committee”) has authority and responsibility to oversee the investment and management of the trust (“the Trust”) which holds the assets of the Retirement Plan and has adopted an Investment Policy to provide a framework for the management of the Trust’s assets, including the objectives and long-term strategy with respect to the investment program of the Trust. Pursuant to the Investment Policy, the primary goal of investing Trust assets is to ensure that pension liabilities are met over time, and that Trust assets are invested in a manner that maximizes the probability of meeting pension liabilities. The secondary goal of investing Trust assets is to maximize long-term investment return consistent with a reasonable level of risk. Through consultation with its investment consultant, the Committee has developed long-term asset allocation guidelines intended to achieve investment objectives relative to projected liabilities. Based on those projections, the Committee has approved a dynamic asset allocation strategy that increases the liability-hedging assets of the Trust and decreases the return-seeking assets of the Trust as the funded ratio of the Retirement Plan improves. Based upon the funded ratio of the Retirement Plan, an asset allocation of 70 % equity securities (U.S. large cap equities, U.S. small and mid-cap equities and non-U.S. equities) and 30 % fixed income securities (U.S. 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. 67 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 Level 1 Level 2 Level 3 Total Equities: Domestic $ 67 $ — $ — $ 67 Corporate debt securities: Domestic — 16 — 16 $ 67 $ 16 $ — 83 Common collective trust funds: Cash equivalents 16 Total investments measured at net asset value as a practical expedient 16 Total defined benefit plans’ assets $ 99 Asset Fair Value as of December 28, 2024 Level 1 Level 2 Level 3 Total Equities: Domestic $ 16 $ — $ — $ 16 Long-term debt securities: Corporate debt securities: Domestic — 5 — 5 $ 16 $ 5 $ — $ 21 Common collective trust funds: Cash equivalents 68 Total investments measured at net asset value as a practical expedient 68 Total defined benefit plans’ assets $ 89 A description of the valuation methodologies used for assets measured at fair value is as follows: • Cash and cash equivalents are valued at original cost, plus accrued interest. • Equities are valued at the closing price reported on the active market on which individual securities are traded. • Long-term debt securities are valued at the estimated price a dealer will pay for the individual securities. Estimated future benefit payments, under Company sponsored plans as of December 27, 2025, are as follows: Pension Benefits 2026 $ 2 2027 2 2028 2 2029 2 2030 2 Subsequent five years 8 The Company does not expect to make contributions to the Retirement Plans in fiscal year 2026. Other Company Sponsored Benefit Plans —Certain employees are eligible to participate in the Company’s 401(k) savings plan. 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 CBAs that cover certain of its union-represented employees. These plans are jointly administered by trustees for participating employers and the applicable unions. 68 The risks of participating in multiemployer pension plans differ from traditional single-employer defined benefit plans as follows: • Assets contributed to a multiemployer pension plan by one employer may be used to provide benefits to the employees of other participating employers. • If a participating employer stops contributing to a multiemployer pension plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • 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. 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: • The EIN/Plan Number column provides the Employee Identification Number (“EIN”) and the three-digit plan number assigned to a plan by the Internal Revenue Service. • The most recent Pension Protection Act (“PPA”) zone status available for fiscal years 2025 and 2024 is for the plan years beginning in 2024 and 2023, respectively. The zone status is based on information provided to participating employers by each plan and is certified by the plan’s actuary. A plan in the red zone has been determined to be in critical status, or critical and declining status, based on criteria established under the Internal Revenue Code (the “Code”), and is generally less than 65% funded. Plans are generally considered “critical and declining” if they are projected to become insolvent within 20 years. A plan in the yellow zone has been determined to be in endangered status, based on criteria established under the Code, and is generally less than 80% but more than 65% funded. A plan in the green zone has been determined to be neither in critical status nor in endangered status, and is generally at least 80% funded. • The FIP/RP Status Pending/Implemented column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. In addition to regular plan contributions, participating employers may be subject to a surcharge if the plan is in the red zone. • The Expiration Dates column indicates the expiration dates of the CBAs to which the plans are subject. Pension Fund EIN/ Plan Number PPA Zone Status FIP/RP Status Pending/ Implemented Contributions (1) Contributions That Exceed 5% of Total Plan Contributions (2) Expiration Dates 2025 2024 2025 2024 2025 2024 Teamsters Retirement Pension Plan 41-6047047/001 Green Green N/A $ 8 $ 7 Yes Yes 04/07/2029 Teamster Pension Trust Fund of Philadelphia and Vicinity 23-1511735/001 Green Green N/A $ 5 $ 5 No No 02/13/2026 Local 703 I.B. of T. Grocery and Food Employees’ Pension Plan 36-6491473/001 Green Green N/A $ 3 $ 3 Yes Yes 06/30/2026 Warehouse Employees Local169 and Employers Joint Pension Fund 23-6230368/001 Red Red Implemented $ 1 $ 1 Yes Yes 02/13/2026 Western Conference of Teamsters Pension Trust Fund (USF & FG) 91-6145047/001 Green Green N/A $ 29 $ 28 No No 10/03/2026-07/31/2029 Other Contributions $ 14 $ 13 Total Company Contributions $ 60 $ 57 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) 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. 69 16. EARNINGS PER SHARE The Company computes EPS in accordance with ASC 260, Earnings per Share . Basic EPS is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding. Diluted EPS is computed using the weighted average number of shares of common stock, plus the effect of potentially dilutive securities. The Company applies the treasury method to calculate the dilution impact of share-based awards—stock options, non-vested restricted shares with forfeitable dividend rights, restricted stock units, and employee stock purchase plan deferrals. The Company applies the if-converted method to calculate the dilution impact of the Series A Preferred Stock, if dilutive in the period. 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: 2025 2024 2023 Numerator: Net income $ 676 $ 494 $ 506 Less: Series A Preferred Stock dividends (1) — — ( 7 ) Net income available to common shareholders $ 676 $ 494 $ 499 Denominator: Weighted-average common shares outstanding 227 241 239 Effect of dilutive share-based awards 3 3 2 Effect of dilutive underlying shares of the Series A Preferred Stock (2) — — 9 Weighted-average dilutive shares outstanding 230 244 250 Net income per share: Basic $ 2.98 $ 2.05 $ 2.09 Diluted $ 2.94 $ 2.02 $ 2.02 (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 Common Stock and Convertible Preferred Stock, for details on Series A Preferred Stock. 70 17. 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 income (loss) components Retirement benefit obligations: Balance as of beginning of year (1) $ 42 $ ( 116 ) $ ( 73 ) Other comprehensive income (loss) before reclassifications 8 92 ( 55 ) Reclassification adjustments: Amortization of net loss (2) (3) — ( 5 ) ( 3 ) Settlements (2) (3) — 124 — Total before income tax 8 211 ( 58 ) Income tax provision (benefit) 3 53 ( 15 ) Current year comprehensive income (loss), net of tax 5 158 ( 43 ) Balance as of end of year (1) $ 47 $ 42 $ ( 116 ) Interest rate caps: Balance as of beginning of year (1) $ 1 $ 1 $ — Change in fair value of interest rate caps — — 1 Current year comprehensive income, net of tax — — 1 Balance as of end of year (1) $ 1 $ 1 $ 1 Accumulated other comprehensive income (loss) as of end of year (1) $ 48 $ 43 $ ( 115 ) (1) Amounts are presented net of tax. (2) Included in the computation of net periodic benefit costs. See Not e 15, Retirement Plans, for additional information. (3) Included in other income—net in the Company’s Consolidated Statements of Comprehensive Income. Included in the retirement benefit obligations balance as of December 27, 2025 is $ 43 million of tax effects, $ 44 million of which represents tax effects on items within accumulated other comprehensive income (loss) related to the Tax Cuts and Jobs Act of 2017 and the presence of a valuation allowance in certain historical periods. The Company expects the tax effects to remain in accumulated other comprehensive income (loss) until the Ongoing Plan ceases to exist. 18. INCOME TAXES The income tax provision for the fiscal years 2025, 2024 and 2023 consisted of the following: 2025 2024 2023 Current: Federal $ 104 $ 139 $ 140 State 32 21 23 Current income tax provision 136 160 163 Deferred: Federal 64 ( 24 ) ( 4 ) State 22 14 13 Deferred income tax provision 86 ( 10 ) 9 Total income tax provision $ 222 $ 150 $ 172 The Company’s effective income tax rates for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 were 25 %, 23 % and 25 %, respectively. The determination of the Company’s overall effective income tax rate requires the use of estimates. The effective income tax rate reflects the income earned and taxed in U.S. federal and various state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction. 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. 71 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. federal statutory income tax rate of 21% to the Company’s income tax provision for the fiscal years 2025, 2024 and 2023 is shown below: 2025 2024 2023 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 ) % 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: December 27, 2025 December 28, 2024 Deferred tax assets: Operating lease liabilities $ 88 $ 73 Workers’ compensation, general and fleet liabilities 63 55 Financing lease and other long term liabilities 129 118 Other deferred tax assets 95 119 Total gross deferred tax assets 375 365 Less valuation allowance ( 6 ) ( 7 ) Total net deferred tax assets 369 358 Deferred tax liabilities: Property and equipment ( 234 ) ( 227 ) Operating lease assets ( 82 ) ( 68 ) Intangibles ( 352 ) ( 311 ) Financing lease and other long term liabilities ( 78 ) ( 46 ) Other deferred tax liabilities ( 49 ) ( 41 ) Total deferred tax liabilities ( 795 ) ( 693 ) Net deferred tax liability $ ( 426 ) $ ( 335 ) The net deferred tax liabilities presented in the Company’s Consolidated Balance Sheets were as follows: December 27, 2025 December 28, 2024 Noncurrent deferred tax assets $ — $ — Noncurrent deferred tax liability ( 426 ) ( 335 ) Net deferred tax liability $ ( 426 ) $ ( 335 ) 72 The Company had tax affected state net operating loss carryforwards of $ 21 million as of December 27, 2025. The Company’s net operating loss carryforwards expire as follows: State 2026-2030 $ 2 2031-2035 4 2036-2040 13 2041-2045 1 Indefinite 1 $ 21 The U.S. federal and state net operating loss carryforwards in the income tax returns filed included unrecognized tax benefits taken in prior years. The net operating losses for which a deferred tax asset is recognized for financial statement purposes in accordance with ASC 740, Income Taxes, are presented net of these unrecognized tax benefits. Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of the Company’s domestic net operating losses and tax credit carryforwards may be limited in future periods. 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 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: 2025 2024 2023 Balance at beginning of year $ 7 $ 10 16 Benefit recognized ( 1 ) ( 3 ) ( 6 ) Balance at end of year $ 6 $ 7 $ 10 The calculation of the Company’s tax liabilities involves uncertainties in the application of complex tax laws and regulations in U.S. federal and state jurisdictions. The Company (1) records unrecognized tax benefits as liabilities in accordance with ASC 740, Income Taxes and (2) adjusts these liabilities when the Company’s judgment changes because of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of liabilities for unrecognized tax benefits. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. The Company recognizes an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits. Reconciliation of the beginning and ending amount of unrecognized tax benefits as of fiscal years 2025, 2024 and 2023 was as follows: Balance at January 1, 2023 30 Decreases due to lapses of statute of limitations ( 4 ) Balance at December 30, 2023 26 Decreases due to lapses of statute of limitations ( 18 ) Positions assumed in a business combination 2 Balance at December 28, 2024 10 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. The Company recognizes interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had accrued interest and penalties of approximately $ 9 million and $ 8 million as of December 27, 2025 and December 28, 2024, respectively. 73 The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. Our 2022 through 2024 U.S. federal income tax years, and various state income tax years from 2001 through 2024, remain subject to income tax examinations by the relevant taxing authorities. Prior to 2007, the Company was owned by Royal Ahold N.V. (“Ahold”). Ahold indemnified the Company for 2007 pre-closing consolidated U.S. federal and certain combined state income taxes, and the Company is responsible for all other taxes, interest and penalties. 19. COMMITMENTS AND CONTINGENCIES 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 $ 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 27, 2025 totaled approximately $ 49 million. Minimum amounts committed to by year are as follows: Amount (In millions) 2026 $ 49 2027 and thereafter — To minimize fuel price risk, the Company enters into forward purchase commitments for a portion of its projected diesel fuel requirements. The Company had diesel fuel forward purchase commitments totaling $ 34 million through December 2026, as of December 27, 2025. Additionally, the Company had electricity forward purchase commitments totaling $ 3 million through July 2027, as of December 27, 2025. The Company does not measure its forward purchase commitments for fuel and electricity at fair value, as the amounts under contract meet the physical delivery criteria in the normal purchase exception. Legal Proceedings —The Company is subject to a number of legal proceedings arising in the normal course of business. These legal proceedings, whether pending, threatened or unasserted, if decided adversely to or settled by the Company, may result in liabilities material to its financial position, results of operations, or cash flows. The Company has recognized provisions with respect to the proceedings, where appropriate, in its Consolidated Balance Sheets. It is possible that the Company could settle one or more of these proceedings or could be required to make expenditures, in excess of the established provisions, in amounts that cannot be reasonably estimated. However, the Company, at present, believes that the ultimate outcome of these proceedings will not have a material adverse effect on its consolidated financial position, results of operations or cash flows. Surety Bonds —As of December 27, 2025, the Company had approximately $ 362 million of surety bonds that were not recorded on the Consolidated Balance Sheets. The surety bonds are primarily used as security against certain insurance program contractual commitments in the normal course of business. 20. US FOODS HOLDING CORP. CONDENSED FINANCIAL INFORMATION These condensed parent company financial statements should be read in conjunction with the Company’s consolidated financial statements. Under terms of the agreements governing its indebtedness, the net assets of USF are restricted from being transferred to US Foods in the form of loans, advances or dividends with the exception of income tax payments, share-based compensation settlements and minor administrative costs. 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 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. 74 Condensed Parent Company Balance Sheets (In millions, except par value) December 27, 2025 December 28, 2024 ASSETS Investment in subsidiary 4,307 $ 4,528 Other assets — — Total assets $ 4,307 $ 4,528 LIABILITIES AND SHAREHOLDERS' EQUITY Accrued expenses and other current liabilities $ — $ — Deferred tax liabilities — — Total liabilities — — Commitments and Contingencies (Note 19) Shareholders’ Equity Common stock, $ 0.01 par value— 600 shares authorized; 256.6 issued and 220.5 outstanding as of December 27, 2025, and 254.7 issued and 230.5 outstanding as of December 28, 2024 3 3 Additional paid-in capital 3,777 3,748 Retained earnings 2,679 2,003 Accumulated other comprehensive loss 48 43 Treasury Stock, 36.1 and 24.2 shares, respectively ( 2,200 ) ( 1,269 ) Total shareholders’ equity 4,307 4,528 Total liabilities and shareholders’ equity $ 4,307 $ 4,528 Condensed Parent Company Statements of Comprehensive Income Fiscal Years Ended December 27, 2025 December 28, 2024 December 30, 2023 Income before income taxes $ — $ — $ — Income tax provision — — — Income before equity in net earnings of subsidiary — — — Equity in net earnings of subsidiary 676 494 506 Net income 676 494 506 Other comprehensive income—net of tax: Changes in retirement benefit obligations 5 158 ( 43 ) Loss on pension settlement — ( 124 ) — Unrecognized (loss) gain on interest rate hedges — — 1 Comprehensive income $ 681 $ 528 $ 464 Net income $ 676 $ 494 $ 506 Series A convertible preferred stock dividends — — ( 7 ) Net income available to common shareholders $ 676 $ 494 $ 499 75 Condensed Parent Company Statements of Cash Flows Fiscal Years Ended December 27, 2025 December 28, 2024 December 30, 2023 Cash flows from operating activities: Net income $ 676 $ 494 $ 506 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net earnings of subsidiary ( 676 ) ( 494 ) ( 506 ) Changes in operating assets and liabilities: decrease in other assets — — — Net cash used in operating activities — — — Cash flows from investing activities: Investment in subsidiary 934 958 301 Net cash provided by investing activities 934 958 301 Cash flows from financing activities: Dividends paid on Series A convertible preferred stock — — ( 7 ) Repurchase of common stock ( 934 ) ( 958 ) ( 294 ) Net cash used in financing activities ( 934 ) ( 958 ) ( 301 ) Net increase in cash, cash equivalents and restricted cash — — — Cash, cash equivalents and restricted cash—beginning of year — — — Cash, cash equivalents and restricted cash—end of year $ — $ — $ — 21. BUSINESS INFORMATION The Company operates as one operating segment. The Company markets, sells, and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the U.S. The Company uses a centralized management structure, and its strategies and initiatives are implemented and executed consistently across the organization. The Company uses shared resources for sales, procurement, and general and administrative activities across each of its distribution facilities and operations. The Company’s distribution facilities form a single network to reach its customers; it is common for a single customer to make purchases from several different distribution facilities. Capital projects, whether for cost savings or generating incremental revenue, are evaluated based on estimated economic returns to the organization as a whole. The Company’s consolidated results represent the results of its one operating segment based on how the Company’s chief operating decision maker (the “CODM”), the Chief Executive Officer (the “CEO”), views the business for purposes of evaluating performance and making operating decisions. 76 The CODM utilizes the U.S. GAAP measurement of consolidated net income to assess financial performance and allocate resources. This financial metric is used by the CODM to make key operating decisions, such as allocation of budget between net sales, cost of goods sold, distribution costs and selling and administrative costs. The measure of segment assets is reported on the Company’s Consolidated Balance Sheets as total consolidated assets. In addition, the measure of capital expenditures, depreciation and amortization is reported on the Company’s Consolidated Statements of Cash Flows. The following table presents selected financial information with respect to the Company’s single operating segment for the fiscal years ended 2025, 2024 and 2023: Fiscal Years Ended December 27, 2025 December 28, 2024 December 30, 2023 Net sales $ 39,424 $ 37,877 $ 35,597 Cost of goods sold 32,560 31,343 29,449 Distribution costs 2,638 2,578 2,387 Selling and administrative costs 2,994 2,834 2,730 Restructuring activity and asset impairment charges 33 23 14 Other expense (income)—net ( 4 ) 6 ( 6 ) Interest expense—net 305 315 324 Loss on extinguishment of debt — 10 21 Recognition of net actuarial loss for pension settlement — 124 — Income tax provision 222 150 172 Net income $ 676 $ 494 $ 506 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. However, customers who are members of one group purchasing organization accounted, in the aggregate, for approximately 14 % of the Company’s consolidated net sales in fiscal year 2025, 14 % of the Company’s consolidated net sales in fiscal year 2024 and 14 % of the Company’s consolidated net sales for fiscal year 2023. 77 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.