UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)¹

US Foods Holding Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

912008109

(CUSIP Number)

Michael D. Adamski

Sachem Head Capital Management LP

250 West 55th Street, 34th Floor

New York, New York 10019

(212) 714-3300

Ryan Nebel

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 13, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) amends and supplements the Schedule 13D filed on October 7, 2021 (the “Initial 13D” and as amended and supplemented through the date of this Amendment No. 9, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, par value $0.01 per share (the “Common Stock”), of US Foods Holding Corp. (the “Issuer”). Capitalized terms not defined in this Amendment No. 9 shall have the meaning ascribed to them in the Schedule 13D.

As of the date of this Amendment No. 9, the Reporting Persons are no longer beneficial owners of more than 5% of the Issuer’s Common Stock. The filing of this Amendment No. 9 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Initial 13D is hereby amended as follows:

Item 4 of the Schedule 13D is hereby amended to add the following:

On August 13, 2024, the Issuer and Sagamore Master VIII, one of the Sachem Head Funds, entered into a Stock Repurchase Agreement (the “Stock Repurchase Agreement”). Pursuant to the Stock Repurchase Agreement, Sagamore Master VIII agreed to sell, and the Issuer agreed to purchase, 4,000,000 shares of Common Stock at a per share price of $52.2847. In connection with the Stock Repurchase Agreement, Sagamore Master VIII and the Issuer entered into a letter agreement (the “Representation Letter”) pursuant to which, among other things, Sagamore Master VIII made certain representations and warranties in connection with the transaction and released the Issuer from any potential claims regarding the Issuer’s possession of material non-public information. The Stock Repurchase Agreement closed on August 13, 2024.

The foregoing descriptions of the Stock Repurchase Agreement and Representation Letter are qualified in their entirety by reference to the full text of the Stock Repurchase Agreement and Representation Letter, which are attached hereto as Exhibits 99.19 and 99.20, respectively, and incorporated herein.

Items 5(a) – (c) and (e) of the Schedule 13D are hereby amended and restated to read in full as follows:

(a), (b) Sachem Head Capital, SH Management and Scott D. Ferguson may be deemed to beneficially own 9,712,169 shares of Common Stock (the “Subject Shares”), including 4,908 shares of Common Stock underlying vested RSUs directly owned by Scott D. Ferguson. The Subject Shares collectively represent approximately 4.0% of the outstanding shares of Common Stock based upon 244,558,482 shares of Common Stock outstanding as of August 2, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024, less the 4,000,000 shares of Common Stock sold by Sagamore Master VIII to the Issuer on August 13, 2024 pursuant to the Stock Repurchase Agreement.

Sachem Head Capital, as the investment adviser to the Sachem Head Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Sachem Head Capital, SH Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of SH and SHM, Sachem Head GP may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) 4,995,000 of the Subject Shares, constituting approximately 2.1% of the outstanding shares of Common Stock. By virtue of Scott D. Ferguson’s position as the managing partner of Sachem Head Capital and the managing member of SH Management and Sachem Head GP, Scott D. Ferguson may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares.

(c) Except as otherwise set forth in Item 4 with respect to the Stock Repurchase Agreement and in Exhibit 99.21, there were no transactions in the securities of the Issuer effected during the past sixty days by the Reporting Persons or the Sachem Head Funds.

(e) As a result of the transactions described herein, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Issuer’s Common Stock on August 13, 2024. The filing of this Amendment No. 9 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On August 13, 2024, the Issuer and Sagamore Master VIII entered into the Stock Repurchase Agreement and the Representation Letter, each as defined and described in Item 4 above and attached as Exhibit 99.19 and 99.20, respectively, hereto.

* Previously filed.  

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 13, 2024

SCHEDULE 13D

INDEX TO EXHIBITS

* Previously filed.

Exhibit 99.19

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 13, 2024 by and between US Foods Holding Corp., a Delaware corporation (the “Company”), and SH Sagamore Master VIII Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Selling Stockholder”) (each, a “Party” and, collectively, the “Parties”).

Recitals

WHEREAS, the Selling Stockholder beneficially owns an aggregate of 7,767,261 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”);

WHEREAS, the Selling Stockholder desires to sell to the Company, and the Company desires to repurchase from the Selling Stockholder, an aggregate of 4,000,000 shares of Common Stock (the “Shares”) at a price of $52.2847 per Share, for an aggregate price of $209,138,800.00 for the Shares (such aggregate purchase price, the “Purchase Price”), upon the terms and subject to the conditions set forth in this Agreement (the “Repurchase”); and

WHEREAS, concurrently with the execution and delivery of this Agreement, each of the Selling Stockholder and the Company is executing and delivering a letter agreement containing certain representations, warranties and agreements of the Selling Stockholder in connection herewith (the “Representation Letter Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

Agreement

1.Repurchase.

(a)Purchase and Sale. At the Closing (as defined below), the Company hereby agrees to purchase from the Selling Stockholder, and the Selling Stockholder hereby agrees to sell and deliver, or cause to be delivered, to the Company, the Shares for an aggregate purchase price equal to the Purchase Price.

(b)Closing. Subject to the terms and conditions of this Agreement and the delivery of the deliverables contemplated by this Section 1(b), the closing of the transactions contemplated hereby (the “Closing”) will take place as of the settlement date of the transactions contemplated by this Agreement but in no event later than two business days following the date hereof, unless otherwise agreed to in writing by the Parties (the “Closing Date”), by electronic delivery to the Company of the Shares held in street name and purchased from the Selling Stockholder pursuant hereto through the Depository Trust Company to an Equiniti Trust Company, LLC (“Equiniti”) account for the benefit of the Company. Payment of the Purchase Price will occur immediately following receipt by the Company of confirmation from Equiniti that the Shares have been effectively transferred, with such payment to the Selling Stockholder by wire transfer of immediately available funds to the account set forth on Exhibit A hereto.

(c)Other Payments. The Selling Stockholder agrees to pay all stamp, stock transfer and similar duties, if any, in connection with the Repurchase.

2.Representations of the Company. The Company represents and warrants to the Selling Stockholder that, as of the date hereof and at the Closing:

(a)The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b)The Company has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of transactions contemplated by this Agreement.

(c)This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting creditors’ rights or general equity principles.

(d)The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under (i) any of the Company’s organizational documents, including the Company’s Restated Certificate of Incorporation, as amended to date, or the Company’s Amended and Restated Bylaws, as amended to date, (ii) any law, rule or regulation or (iii) any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking to which the Company is a party or by which the Company or its properties may be bound. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body (each, an “Authority”) to which the Company or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would have, or reasonably be expected to have, a material adverse effect on the consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, or materially impact the Company’s ability to consummate the transactions contemplated by this Agreement (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such Authority is required for the consummation by the Company of the transactions contemplated by this Agreement, except such consents, approvals, authorizations and orders as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e)The Company acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Selling Stockholder, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Company in this Agreement or in the Representation Letter Agreement.

(f)The Company has adequate assets to pay the Purchase Price.

3.Representations of the Selling Stockholder. The Selling Stockholder represents and warrants to the Company that, as of the date hereof and at the Closing:

(a)The Selling Stockholder is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

(b)The Selling Stockholder has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(c)This Agreement has been duly and validly authorized, executed and delivered by the Selling Stockholder, and constitutes a legal, valid and binding agreement of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except to the extent that that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting creditors’ rights or general equity principles.

(d)The sale of the Shares to be sold by the Selling Stockholder hereunder and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under (i) the governing organizational documents of the Selling Stockholder, (ii) any law, rule or regulation, or (iii) any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which the Selling Stockholder is a party or by which the Selling Stockholder or its properties may be bound. The sale of the Shares to be sold by the Selling Stockholder hereunder and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any order, writ, injunction or decree of any Authority to which the Selling Stockholder or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would affect the validity of the Shares to be sold by the Selling Stockholder or reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such Authority is required for the performance by the Selling Stockholder of its obligations under this Agreement and the consummation by the Selling Stockholder of the transactions contemplated by this Agreement in connection with the Shares to be sold by the Selling Stockholder hereunder, except such consents, approvals, authorizations and orders as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement.

(e)The Selling Stockholder has, and immediately prior to the delivery of the Shares to the Company at the Closing, the Selling Stockholder will have, valid and unencumbered title to the Shares to be sold by the Selling Stockholder hereunder at such time of delivery. At the Closing, valid title to the Shares shall vest with the Company, free and clear of any and all liens, claims, charges, pledges, encumbrances and security interests other than those existing under applicable securities laws and those created by the Company or any of its affiliates.

4.Publicity. Each of the Selling Stockholder and the Company agrees that it shall not, and that it shall cause its affiliates and representatives not to, (a) publish, release or file any initial press release or other public statement or announcement relating to the transactions contemplated by this Agreement (an “Initial Press Release”) before providing a copy of such release, statement or announcement to the other, and (b) after the date hereof, publish, release or file any future press release or other public statement or announcement relating to the transactions contemplated by this Agreement that is materially inconsistent with any such Initial Press Release.

5.Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail (return receipt requested and postage prepaid), sent via a nationally recognized overnight courier, or sent via email (receipt of which is confirmed) to the recipient. Such notices, demands and other communications shall be sent as follows:

To the Selling Stockholder:

SH Sagamore Master VIII Ltd.
c/o Sachem Head Capital Management LP
250 West 55^th Street, 34^th Floor
New York, NY 10019
Attention: Michael D. Adamski
Email: Michael@sachemhead.com

With a copy to (which shall not constitute notice):

Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Attention: Ryan Nebel
Email: RNebel@olshanlaw.com

To the Company:

US Foods Holding Corp.
9399 W. Higgins Road, Suite 100
Rosemont, IL 60018
Attention: General Counsel
Email: martha.ha@usfoods.com

With a copy to (which shall not constitute notice):

Mayer Brown LLP
71 S. Wacker Drive
Chicago, Illinois 60606
Attention: Jodi Simala
Email: jsimala@mayerbrown.com

or to such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

6.Miscellaneous.

(a)Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby until the expiration of the applicable statute of limitations.

(b)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will not be affected, impaired or invalidated. In addition, the Parties agree to use commercially reasonable efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

(c)Complete Agreement. The Representation Letter Agreement is hereby incorporated herein and made a part hereof as if set forth in full herein. This Agreement, together with the Representation Letter Agreement, supersedes all prior agreements and understandings (whether written or oral) between the Company and the Selling Stockholder with respect to the subject matter hereof.

(d)Counterparts. This Agreement may be executed by any one or more of the

Parties in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement, and any and all agreements and instruments executed and delivered in accordance herewith, to the extent signed and delivered by means of facsimile or other electronic format or signature (including email, “pdf,” “tif,” “jpg,” DocuSign and Adobe Sign), shall be treated in all manner and respects and for all purposes as an original signature and an original agreement or instrument and shall be considered to have the same legal effect, validity and enforceability as if it were the original signed version thereof delivered in person.

(e)Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by either Party without the prior written consent of the other Party. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

(f)No Third Party Beneficiaries or Other Rights. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof.

(g)Governing Law. THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWRE WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF DELAWARE. Each Party agrees that any suit or proceeding arising in respect of this Agreement will be tried exclusively in the U.S. District Court for the District of Delaware or, if that court does not have subject matter jurisdiction, in any state court located in Wilmington, New Castle County, Delaware, and each Party agrees to submit to the jurisdiction of, and to venue in, such courts.

(h)Waiver of Jury Trial. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(i)Mutuality of Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of the Agreement.

(j)Remedies. The Parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any Party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance or other injunctive relief in order to enforce, or prevent any violations of, the provisions of this Agreement.

(k)Amendment and Waiver. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the Parties. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

(l)Expenses. Each Party shall bear its own expenses in connection with the drafting, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

[Signatures appear on following pages.]

IN WITNESS WHEREOF, the parties hereto have executed this Stock Repurchase Agreement as of the date first written above.

EXHIBIT A

Wiring Instructions

Exhibit 99.20

August 13, 2024

US Foods Holding Corp.

9399 W. Higgins Road, Suite 100
Rosemont, IL 60018

Re: Stock Repurchase

Ladies and Gentlemen:

Reference is made to that certain Stock Repurchase Agreement, dated as of the date hereof (the “Agreement”), by and between US Foods Holding Corp. (the “Company”) and SH Sagamore Master VIII Ltd. (the “Selling Stockholder”), pursuant to which the Selling Stockholder shall sell to the Company, and the Company shall purchase from the Selling Stockholder, the Shares (as defined in the Agreement) upon the terms and subject to the conditions set forth therein (the “Repurchase”). Capitalized terms used but not defined in this letter agreement shall have the respective meanings set forth in the Agreement.

In consideration of and as a condition to the Company entering into the Agreement, the Selling Stockholder sets out in this letter agreement certain representations, warranties and agreements relating to the Repurchase and the other transactions contemplated by the Agreement. This letter agreement, upon its execution and delivery, shall form a part of, and be deemed integrated into, the Agreement.

The Selling Stockholder represents and warrants to the Company that, as of the date hereof and at the Closing:

The terms of Sections 4, 5 and 6 of the Agreement are hereby incorporated by reference herein, mutatis mutandis. This letter agreement may be executed by any one or more of the parties hereto by facsimile or email transmission of executed counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[Signatures appear on following pages.]

Exhibit 99.21

TRADING DATA

Item 5(c) of Amendment No. 9 to the Schedule 13D is incorporated herein by reference, including the disclosure with respect to the Stock Repurchase Agreement set forth therein. Together with Item 5(c) of Amendment No. 9 to the Schedule 13D, the following table sets forth all transactions in the Common Stock of the Issuer effected in the last sixty days by the Sachem Head Funds. Except as otherwise noted below or in Item 5(c) of Amendment No. 9 to the Schedule 13D, all such transactions were purchases or sales of shares of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.

* Trade represents a rebalancing transaction.