v3.26.1
Stockholders' Equity
 6 Months Ended
Jun. 27, 2026
Earnings Per Share [Abstract]  
Stockholders' Equity STOCKHOLDERS’ EQUITY
Earnings Per Share
The Company computes EPS in accordance 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 applied 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. For the 13 weeks ended both June 27, 2026 and June 28, 2025, share-based awards representing less than 1 million anti-dilutive shares were excluded from the dilutive share-based calculation. For both the 26 weeks ended June 27, 2026 and June 28, 2025, share-based awards representing 1 million underlying common shares were not included in the computation because the effect would have been anti-dilutive.
The following table sets forth the computation of basic and diluted EPS:
13 weeks ended26 weeks ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
Numerator:
Net income$275 $224 $391 $339 
Denominator:
Weighted-average common shares outstanding—basic219 230 220 230 
Effect of dilutive share-based awards2 3 2 4 
Weighted-average common shares outstanding—diluted221 233 222 234 
Net income per share
Basic$1.26 $0.97 $1.78 $1.47 
Diluted
$1.24 $0.96 $1.76 $1.45 
Share Repurchase Programs and Accelerated Share Repurchase
On May 7, 2025, the Board of Directors approved, and on May 8, 2025, the Company publicly announced, a share repurchase program (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 an accelerated share repurchase agreement (the “ASR Agreement”) with Morgan Stanley & Co. LLC to repurchase an aggregate of $250 million of the Company’s common stock under the May 2025 Share Repurchase Program. Additionally, on November 24, 2025, the Board of Directors approved, and 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. 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 size and timing of any future repurchases will depend on a number of factors, including share price, general business and market conditions as well as other factors. Under the 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 November 2025 Share Repurchase Program does not obligate the Company to acquire any particular number of shares, and the repurchase programs may be suspended or discontinued at any time at the Company’s discretion. The repurchase authorizations do not have expiration dates.