Underwriting AgreementUnderwriting Agreement • May 26th, 2023 • US Foods Holding Corp. • Wholesale-groceries & related products
KKR Fresh Holdings L.P., a Delaware limited partnership (the “Selling Stockholder”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 17,425,053 shares (including the Repurchase Shares (as defined below), the “Shares”) of common stock, par value $0.01 per share (“Stock”), of US Foods Holding Corp., a Delaware corporation (the “Company”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Underwriters” in this Agreement shall mean the singular “Underwriter.”
