{"schema_version":"secwatch.filing_event.v1","accession":"0000950157-24-000289","form_type":"8-K","ticker":"USFD","cik":"0001665918","company_name":"US Foods Holding Corp.","filed_at":"2024-02-29T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.035983+00:00","generated_at":"2026-06-05T06:51:05.442970+00:00","sec_items":["1.01","1.02","2.03","5.02","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"US Foods reprices $721.5M term loan, cuts rate margins; ends Sachem Head pact","bullets":["Twelfth Amendment lowers Term SOFR margin to 2.00% (no credit spread) and ABR margin to 1.00% on $721.5M term loans maturing Nov 2028.","Repriced Term Loans refinance all existing Incremental B-2021 Term Loans; Citibank provided $20M of new money.","Mutual termination of Cooperation Agreement with Sachem Head effective Feb 28, 2024; no further standstill or board nomination obligations.","Scott D. Ferguson resigned from the Board per the termination; resignation not due to any disagreement with the company."],"urls":{"canonical":"https://secwatch.observer/filing/0000950157-24-000289","json":"https://secwatch.observer/filing/0000950157-24-000289.json","markdown":"https://secwatch.observer/filing/0000950157-24-000289.md","text":"https://secwatch.observer/filing/0000950157-24-000289.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/0000950157-24-000289-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T06:51:05.442970+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"28a2c7fd4885ea1247c46847cd963d6a3a716ec9","claim":"US Foods Holding Corp. amended credit facility with syndicate of lenders at (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in maturing November 22, 2028.","evidence_excerpt":"On February 27, 2024 US Foods, Inc. (“US Foods”) entered into an amendment (the “Twelfth Amendment”) to its term loan credit agreement (as so amended, the “Credit Agreement”) with a syndicate of lenders to lower the interest rate margins on the class of term loans thereunder scheduled to mature on November 22, 2028 to (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in the Credit Agreement) (and to remove the credit spread adjustment with respect thereto) and (y) 1.00% for borrowings that bear interest based upon ABR (as defined in the Credit Agreement).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/0000950157-24-000289-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"credit facility"},{"label":"Counterparty","value":"syndicate of lenders"},{"label":"Rate","value":"(x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in"},{"label":"Maturity","value":"November 22, 2028"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"},{"claim_id":"8a8cb993d2","claim":"Scott D. Ferguson resigned as Director at US Foods Holding Corp..","evidence_excerpt":"On February 28, 2024, Scott D. Ferguson resigned from the Board in accordance with the terms of the Termination Agreement.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/0000950157-24-000289-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"0f68d7f864472f006aa75b2c3fc4ccd28f559ede","claim":"US Foods Holding Corp. amended Twelfth Amendment with syndicate of lenders (effective 2024-02-27).","evidence_excerpt":"On February 27, 2024 US Foods, Inc. (\"US Foods\") entered into an amendment (the \"Twelfth Amendment\") to its term loan credit agreement (as so amended, the \"Credit Agreement\") with a syndicate of lenders to lower the interest rate margins on the class of term loans thereunder scheduled to mature on November 22, 2028 to (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in the Credit Agreement) (and to remove the credit spread adjustment with respect thereto) and (y) 1.00% for borrowings that bear interest based upon ABR (as defined in the Credit Agreement).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/0000950157-24-000289-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"syndicate of lenders"},{"label":"Effective","value":"2024-02-27"}],"fact_type":"material_agreement"},{"claim_id":"e0f49ebcb31ccb87a435c454b57831f02bf86258","claim":"US Foods Holding Corp. terminated Cooperation Agreement with Sachem Head Capital Management LP and certain of its affiliates (collectively, \"Sachem Head\") (effective 2024-02-28).","evidence_excerpt":"On February 28, 2024, US Foods Holding Corp. (the \"Company\") entered into a Mutual Termination Agreement (the \"Termination Agreement\") with Sachem Head Capital Management LP and certain of its affiliates (collectively, \"Sachem Head\").","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/0000950157-24-000289-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Counterparty","value":"Sachem Head Capital Management LP and certain of its affiliates (collectively, \"Sachem Head\")"},{"label":"Effective","value":"2024-02-28"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}