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Share Repurchase Programs
−Removed: On November 2, 2022, our Board of Directors approved a share repurchase program (“2022 Share Repurchase Program”) under which the Company was authorized to repurchase up to $500 million of its outstanding common stock.
−Removed: On June 1, 2024, the Board approved, and on June 5, 2024, the Company announced, an increase in the amount of common stock that could be purchased under the 2022 Share Repurchase Program to $1 billion (collectively, the “Original Share Repurchase Program”).
−Removed: On May 7, 2025, the Board of Directors approved, and on May 8, 2025, the Company announced, a new share repurchase program (“New Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $1 billion of its outstanding common stock.
−Removed: As of September 27, 2025, there were no remaining funds authorized under the Original Share Repurchase Program and approximately $467 million in remaining funds authorized under the New Share Repurchase Program.
−Removed: For the 13 weeks ended September 27, 2025, the Company repurchased approximately 4.1 million shares at an aggregate purchase price of approximately $335 million under the New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.
−Removed: For the 39 weeks ended September 27, 2025, the Company repurchased approximately 7.6 million shares at an aggregate purchase price of approximately $608 million under the Original Share Repurchase Program and New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax.
−Removed: The following table summarizes repurchases of US Foods common stock for the three periods ended September 27, 2025:
+Added: On May 7, 2025, the Board of Directors approved, and on May 8, 2025, the Company announced, a share repurchase program (“May 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock.
+Added: On November 24, 2025, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Morgan Stanley & Co.
+Added: LLC to repurchase an aggregate of $250 million of the Company’s common stock under the May 2025 Share Repurchase Program.
+Added: Additionally, on November 24, 2025, the Board of Directors approved, and the Company publicly announced a new share repurchase program (the “November 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock.
+Added: In the fourth quarter of 2025, under the ASR Agreement, the Company funded $250 million and received a $200 million initial delivery of approximately 2.6 million shares of the Company’s common stock based on a volume weighted average price of $77.41 per share, inclusive of the 1% excise tax.
+Added: The ASR Agreement concluded in the first fiscal quarter of 2026 and 530,300 additional shares were delivered.
+Added: In total, under the ASR Agreement, the Company paid $250 million to repurchase approximately 3.1 million shares of US Foods common stock at a volume weighted average price of $80.42 per share, inclusive of the 1% excise tax.
+Added: As of December 27, 2025, there were approximately $90 million in remaining funds authorized under the May 2025 Share Repurchase Program and $1 billion in remaining funds authorized under the November 2025 Share Repurchase Program.
+Added: As of March 28, 2026, there were approximately $14 million of remaining funds authorized under the May 2025 Share Repurchase Program and $1 billion in remaining funds authorized under the November 2025 Share Repurchase Program.
+Added: For the 13 weeks ended March 28, 2026, the Company repurchased approximately 1.4 million shares at an aggregate purchase price of approximately $125 million under the May 2025 Share Repurchase Program ($50 million of which was funded in the fourth quarter of 2025 pursuant to the ASR Agreement, as described above), inclusive of fees, commissions, and any related excise tax.
+Added: The following table summarizes repurchases of US Foods common stock for the three periods ended March 28, 2026:
Period (Millions of dollars, except number and price per share) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (1)
−Removed: June 29, 2025 through August 2, 2025 3,336,919 $ 82.41 3,336,919 $ 527
−Removed: August 3, 2025 through August 30, 2025 749,761 80.03 749,761 467
−Removed: August 31, 2025 through September 27, 2025 – – – 467
+Added: December 28, 2025 through January 31, 2026
— $ — — 1,090
−Removed: (1) 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.
−Removed: Under the New 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.
−Removed: The New Share Repurchase Program does not obligate the Company to acquire any particular amount of shares, and the New Share Repurchase Program may be suspended or discontinued at any time at the Company’s discretion.
−Removed: The New Share Repurchase Program does not have an expiration date.
+Added: February 1, 2026 through February 28, 2026 (2)
+Added: 530,300 95.23 530,300 1,089
+Added: March 1, 2026 through March 28, 2026
+Added: 835,830 90.10 835,830 1,014
+Added: 1,366,130 $ 92.09 1,366,130
+Added: (1) On May 7, 2025, the Board of Directors approved a share repurchase program (“May 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock.
+Added: On November 24, 2025, the Company entered into an accelerated share repurchase agreement (“ASR Agreement”) with Morgan Stanley & Co.
+Added: LLC to repurchase an aggregate of $250 million of the Company’s common stock under the May 2025 Share Repurchase Program.
+Added: The ASR Agreement concluded in the first fiscal quarter of 2026 and 530,300 additional shares were delivered.
+Added: In total, under the ASR Agreement, the Company paid $250 million to repurchase approximately 3.1 million share of US Foods common stock at a volume weighted average price of $80.42 per share, inclusive of excise tax.
+Added: Additionally, on November 24, 2025, the Board of Directors approved a new share repurchase program (“November 2025 Share Repurchase Program”) under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock.
+Added: See Note 11 , Stockholders' Equity, in our consolidated financial statements for further information.
+Added: (2) Activity entirely related to settlement of ASR Agreement.
Defaults Upon Senior Securities
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.