Item 3.02. Unregistered Sales of Equity Securities.

On March 10, 2023, a holder of the Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), of US Foods Holding Corp. (the "Company") converted an aggregate of 161,237 shares of the Series A Preferred Stock for an aggregate of 7,600,037 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). Pursuant to the terms of conversion of the Series A Preferred Stock set forth in the Certificate of Designations for the Series A Preferred Stock, each such share is convertible at the option of the holder at any time into a number of shares of Common Stock equal to (A) the sum of the liquidation preference for such share ($1,000) and the accrued and unpaid dividends with regard to such share divided by (B) the applicable conversion price ($21.50, subject to certain adjustments). The issuance of the 7,600,037 shares of Common Stock was exempt from registration under Section 3(a)(9) under the Securities Act of 1933, as amended, as the Series A Preferred Stock was exchanged for Common Stock by an existing security holder and no commission or other remuneration was paid.

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