US Foods secures $810M in term loans due in 2033

Borrowings and cash on hand funded repayment of existing term loans, partial prepayments of other debt, and related fees and expenses.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

US Foods Holding Corp. reported that its subsidiary, US Foods, Inc., entered an amendment providing for $810 million in aggregate principal of incremental senior secured term loans, scheduled to mature October 2, 2033. Borrowings, together with cash on hand, were used to repay in full existing term loans due November 22, 2028, except amounts rolled into the new loans on a cashless basis; partly prepay existing term loans due October 3, 2031 and certain revolving loans under its asset-based facility; and pay related fees and expenses.

The loans bear interest, at US Foods, Inc.’s option, at Term SOFR plus a 1.50% per annum margin or an alternative base rate plus a 0.50% per annum margin. Equal quarterly installments amortize 1% per annum of original principal, with the balance due at maturity. Certain subsidiaries guarantee the obligations, which are secured by all capital stock of the company and its subsidiaries and substantially all non-real-estate assets of the company and certain subsidiaries. The credit agreement also restricts, among other matters, additional indebtedness, dividends and certain asset sales.

Filing Explained

Under the October 2, 2026 amendment, US Foods’ new term loans can be voluntarily prepaid without a penalty or premium, except for customary breakage costs on SOFR-based borrowings and a 1% premium for a repricing transaction within six months of closing.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount: $810 million Scheduled maturity: October 2, 2033 Term SOFR margin: 1.50% per annum +3 more

6 metrics

Aggregate principal amount $810 million Incremental senior secured term loans

Scheduled maturity October 2, 2033 2026 Term Loans

Term SOFR margin 1.50% per annum Added to Term SOFR, at the company’s option

Alternative base rate margin 0.50% per annum Added to the alternative base rate, at the company’s option

Amortization rate 1% per annum of original principal Equal quarterly installments

Repricing transaction prepayment premium 1.00% Applies within six months of the closing date

Key Terms

Term SOFR, cashless basis, asset-based facility, repricing transaction, +1 more

5 terms

Term SOFR financial

"Term SOFR plus a margin of 1.50%"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

cashless basis financial

"rolled on a cashless basis into the 2026 Term Loans"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

asset-based facility financial

"revolving loans outstanding under the Company’s asset-based facility"

An asset-based facility is a loan or revolving credit line that a company secures by pledging tangible assets such as accounts receivable, inventory, or equipment as collateral. Investors care because it provides predictable short-term liquidity and can lower borrowing costs, but it also signals reliance on sold assets for cash and affects a lender’s priority in a default—think of it as borrowing against items you own instead of your future earnings.

repricing transaction financial

"a 1.00% prepayment premium in the case of any “repricing transaction”"

cross acceleration financial

"cross payment default and cross acceleration to other material indebtedness"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How large is USFD’s new term loan facility?

US Foods, Inc.’s incremental senior secured term loans have an aggregate principal amount of $810 million and are scheduled to mature October 2, 2033.

Can USFD prepay the new term loans early?

US Foods, Inc. may voluntarily prepay the loans without penalty or premium, other than customary breakage costs for SOFR-based borrowings and a 1.00% premium for a “repricing transaction” within six months of the closing date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 04:40 PM Accepted by SEC EDGAR 10/02/2026 - 04:39 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2026

_____________________________________________________________________________________

US FOODS HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-37786

26-0347906

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification Number)

9399 W. Higgins Road, Suite 100

Rosemont, IL 60018

(Address of principal executive offices) (Zip code)

(847) 720-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

USFD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01.			Entry into a Material Definitive Agreement.

Incremental Senior Secured Term Loan Facility

On October 2, 2026, US Foods, Inc. (the “Company”) entered into the Fourteenth Amendment (the “Term Loan Amendment”) to the Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2016 (as amended, the “Credit Agreement”), by and among the Company, the other loan parties party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and the lenders from time to time party thereto. The Term Loan Amendment provides for a single new tranche of incremental senior secured term loans under the Credit Agreement (the “2026 Term Loan Facility”) in an aggregate principal amount of $810 million scheduled to mature on October 2, 2033 (the “2026 Term Loans”).

Borrowings under the 2026 Term Loans, together with cash on hand, were used to (i) repay in full (other than amounts that were rolled on a cashless basis into the 2026 Term Loans) the Company’s existing term loans scheduled to mature on November 22, 2028, (ii) prepay in part the Company’s existing term loans scheduled to mature on October 3, 2031, (iii) prepay certain revolving loans outstanding under the Company’s asset-based facility, and (iv) pay related fees and expenses.

Borrowings under the 2026 Term Loans bear interest at a rate per annum equal to, at the Company’s option, either the sum of Term SOFR plus a margin of 1.50%, or the sum of an alternative base rate plus a margin of 0.50%. The 2026 Term Loans are due upon maturity. The 2026 Term Loans amortize in equal quarterly installments at a rate per annum (expressed as a percentage of their original principal amount) of 1%, subject to customary adjustments in the event of any prepayment, with the balance due upon maturity.

Borrowings under the 2026 Term Loans may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of SOFR-based borrowings and a 1.00% prepayment premium in the case of any “repricing transaction” within six months of the closing date.

The Company’s obligations under the 2026 Term Loans are guaranteed by certain of the Company’s subsidiaries, and those obligations and the guarantees are secured by all the capital stock of the Company and its subsidiaries and substantially all the non-real estate assets of the Company and certain of its subsidiaries.

The Credit Agreement contains a number of customary covenants that, among other things, limit or restrict the ability of the Company and its restricted subsidiaries to dispose of certain assets, incur or guarantee additional indebtedness, repurchase or repay senior notes upon the occurrence of a change of control, make dividends and other restricted payments (including redemption of its stock, prepayments of subordinated obligations and making investments), incur or maintain liens, extend or refinance the asset-based senior secured revolving credit facility or engage in certain transactions with affiliates. The Credit Agreement also restricts the ability of the Company to engage in mergers or sell substantially all of its assets.

The Credit Agreement contains a number of customary events of default including non-payment of principal, interest or other amounts, violation of covenants, material inaccuracy of representations or warranties, cross payment default and cross acceleration to other material indebtedness, certain bankruptcy events, certain ERISA events, invalidity of material guarantees or security interests, material judgments and change of control.

The foregoing description of the Term Loan Amendment is not complete and is qualified in its entirety by the full text of the Term Loan Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 2.03.			Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description


10.1						Fourteenth Amendment to the Credit Agreement, dated as of October 2, 2026, by and among US Foods, Inc., the other Loan Parties thereto, Citicorp North America, Inc., and the lenders party thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



DATED: October 2, 2026	US Foods Holding Corp.

	By:	/s/ Dirk J. Locascio
		Dirk J. Locascio
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 1.6 MB