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  4. [Form 4] US Foods Holding Corp. Insider Trading Activity

USFD insider exercises options, sells shares; ends at 110,628 owned

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

US Foods (USFD): A company officer reported multiple equity transactions on 11/11/2025. The officer exercised employee stock options at $23.18 and $30.39 (codes M), with share withholding to cover taxes (code F). The filing also reports an open‑market sale of 58,632 common shares at a weighted average $72.00, with trades ranging from $71.6335 to $72.4725 (code S), and a gift of 2,782 shares (code G). Following these transactions, the officer directly beneficially owned 110,628 shares. The reporting person is the Chief Transformation Officer & EVP, Nationally Managed Business.

Positive

  • None.

Negative

  • None.
Insider Guberman Steven
Role See Remarks
Sold 58,632 shs ($4.22M)
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) 10,735 $0.00 --
Exercise Employee Stock Option (right to buy) 10,735 $0.00 --
Exercise Employee Stock Option (right to buy) 42,939 $0.00 --
Exercise Employee Stock Option (right to buy) 33,468 $0.00 --
Exercise Common Stock 10,735 $23.18 $249K
Tax Withholding Common Stock 6,317 $72.135 $456K
Exercise Common Stock 10,735 $23.18 $249K
Tax Withholding Common Stock 6,322 $71.95 $455K
Exercise Common Stock 42,939 $23.18 $995K
Tax Withholding Common Stock 25,256 $72.215 $1.82M
Exercise Common Stock 33,468 $30.39 $1.02M
Tax Withholding Common Stock 21,722 $72.135 $1.57M
Sale Common Stock 58,632 $72.00 $4.22M
Gift Common Stock 2,782 $0.00 --
Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct); Common Stock — 144,517 shares (Direct)
Footnotes (1)
  1. Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.6335 to $72.4725, inclusive. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price in the range, upon request, to the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission. The Performance-based stock options were awarded on June 23, 2016 and scheduled to vest in four equal tranches, subject to achievement of annual performance goals. These options vested on each June 3, 2017, 2018, 2019 and 2020 when certain of the performance goals were met. Time-based stock options granted on June 23, 2016. The time-based stock options vested and became exercisable in equal annual installments on each June 3, 2017, 2018, 2019 and 2020. Time-based stock options granted on June 3, 2017. The time-based stock options vested and became exercisable in equal installments on each June 3, 2018, 2019 and 2020.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Guberman Steven
(Last) (First) (Middle)
9399 WEST HIGGINS ROAD
SUITE 100
(Street)
ROSEMONT IL 60018
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
US Foods Holding Corp. [ USFD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/11/2025 M 10,735 A $23.18 144,517 D
Common Stock 11/11/2025 F 6,317(1) D $72.135 138,200 D
Common Stock 11/11/2025 M 10,735 A $23.18 148,935 D
Common Stock 11/11/2025 F 6,322(1) D $71.95 142,613 D
Common Stock 11/11/2025 M 42,939 A $23.18 185,552 D
Common Stock 11/11/2025 F 25,256(1) D $72.215 160,296 D
Common Stock 11/11/2025 M 33,468 A $30.39 193,764 D
Common Stock 11/11/2025 F 21,722(1) D $72.135 172,042 D
Common Stock 11/11/2025 S 58,632 D $72(2) 113,410 D
Common Stock 11/11/2025 G 2,782 D $0 110,628 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $23.18 11/11/2025 M 10,735 (3) 06/23/2026 Common Stock 10,735 $0 0 D
Employee Stock Option (right to buy) $23.18 11/11/2025 M 10,735 (3) 06/23/2026 Common Stock 10,735 $0 0 D
Employee Stock Option (right to buy) $23.18 11/11/2025 M 42,939 (4) 06/23/2026 Common Stock 42,939 $0 0 D
Employee Stock Option (right to buy) $30.39 11/11/2025 M 33,468 (5) 06/03/2027 Common Stock 33,468 $0 0 D
Explanation of Responses:
1. Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.6335 to $72.4725, inclusive. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price in the range, upon request, to the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission.
3. The Performance-based stock options were awarded on June 23, 2016 and scheduled to vest in four equal tranches, subject to achievement of annual performance goals. These options vested on each June 3, 2017, 2018, 2019 and 2020 when certain of the performance goals were met.
4. Time-based stock options granted on June 23, 2016. The time-based stock options vested and became exercisable in equal annual installments on each June 3, 2017, 2018, 2019 and 2020.
5. Time-based stock options granted on June 3, 2017. The time-based stock options vested and became exercisable in equal installments on each June 3, 2018, 2019 and 2020.
Remarks:
Chief Transformation Officer & EVP, Nationally Managed Business
/s/ Kristin M. Coleman, Attorney-In-Fact 11/13/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did USFD’s insider report on the Form 4 dated 11/11/2025?

Multiple option exercises (code M), tax-withholding share disposals (code F), an open-market sale of 58,632 shares at a weighted average $72.00, and a gift of 2,782 shares.

What option exercise prices were disclosed for USFD on 11/11/2025?

Employee stock options were exercised at $23.18 and $30.39 per share.

What price range did the USFD insider sale cover?

The weighted average sale price was $72.00, with individual trades from $71.6335 to $72.4725.

How many USFD shares did the reporting person own after the transactions?

Direct beneficial ownership was 110,628 shares following the reported transactions.

What is the reporting person’s role at US Foods (USFD)?

The reporting person is the Chief Transformation Officer & EVP, Nationally Managed Business.

Were any shares transferred as a gift in the USFD Form 4?

Yes, a gift of 2,782 shares was reported (code G) at $0.

Why were some USFD shares disposed via code F?

They reflect share withholding to satisfy tax obligations upon RSU vesting, as noted in the explanations.