Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchase Programs
On May 7, 2025, the Board of Directors approved, and on May 8, 2025, the Company publicly announced, the May 2025 Share Repurchase Program, under which the Company was authorized to repurchase up to $1 billion of its outstanding common stock. On November 24, 2025, the Company entered into the ASR Agreement with Morgan Stanley & Co. LLC to repurchase an aggregate of $250 million of the Company’s common stock under the May 2025 Share Repurchase Program. Additionally, on November 24, 2025, the Board of Directors approved, and the Company publicly announced, the November 2025 Share Repurchase Program, under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock. 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.
For the 13 weeks and 26 weeks ended June 27, 2026, the Company repurchased approximately 0.2 million and 1.6 million shares, respectively, at an aggregate purchase price of approximately $14 million and $139 million, respectively, under the May 2025 Share Repurchase Program, inclusive of fees, commissions, and any related excise tax. For the 13 weeks and the 26 weeks ended June 27, 2026, the Company repurchased approximately 4.2 million shares at an aggregate purchase price of approximately $360 million under the November 2025 Share Repurchase Program, inclusive of fees, commissions, and any related excise tax.
As of June 27, 2026, there were no remaining funds authorized under the May 2025 Share Repurchase Program and $640 million in remaining funds authorized under the November 2025 Share Repurchase Program.
The following table summarizes repurchases of US Foods common stock for the three periods ended June 27, 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 Program (1)
March 29, 2026 through May 2, 2026 234,363 $ 90.50 234,363 993
May 3, 2026 through May 30, 2026 2,990,604 84.60 2,990,604 740
May 31, 2026 through June 27, 2026 1,158,409 86.30 1,158,409 640
Total
4,383,376 85.37 4,383,376
(1) On May 7, 2025, the Board of Directors approved the May 2025 Share Repurchase Program, under which the Company was authorized to repurchase up to $1 billion of its outstanding common stock. On November 24, 2025, the Board of Directors approved the November 2025 Share Repurchase Program, under which the Company is authorized to repurchase up to $1 billion of its outstanding common stock. As of June 27, 2026, there were no remaining funds authorized under the May 2025 Share Repurchase Program and $640 million in remaining funds authorized under the November 2025 Share Repurchase Program. The November 2025 Share Repurchase Program does not have an expiration date. See Note 11, Stockholders' Equity, in our consolidated financial statements for further information.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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