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US Foods (NYSE: USFD) executive gets stock grant, withholds shares for taxes

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

Rhea-AI Filing Summary

US Foods Holding Corp. executive James David Works Jr. received 25,011 shares of common stock upon vesting and settlement of performance stock units granted on March 27, 2023, tied to performance over fiscal years 2023–2025. To cover related tax obligations, 13,088 shares were withheld through two share dispositions. After these compensation-related transactions, he directly holds 106,738 shares of US Foods common stock.

Positive

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Negative

  • None.
Insider Works James David Jr
Role See Remarks
Type Security Shares Price Value
Grant/Award Common Stock 25,011 $0.00 --
Tax Withholding Common Stock 10,865 $90.86 $987K
Tax Withholding Common Stock 2,223 $90.86 $202K
Holdings After Transaction: Common Stock — 119,826 shares (Direct)
Footnotes (1)
  1. Shares acquired upon vesting and settlement of performance stock units granted on March 27, 2023, with the number of shares earned based on achievement against certain performance metrics following the end of a three-year performance period (fiscal years 2023-2025). Reflects withholding of shares to satisfy tax obligations in connection with the vesting of performance stock units. Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units.
Shares granted 25,011 shares Common stock from vested performance stock units on March 27, 2026
Tax withholding shares 13,088 shares Shares withheld to satisfy tax obligations on vesting
First tax-withholding block 10,865 shares at $90.86/share Non-derivative disposition coded F
Second tax-withholding block 2,223 shares at $90.86/share Non-derivative disposition coded F
Shares held after transactions 106,738 shares Direct ownership following March 27, 2026 transactions
performance stock units financial
"Shares acquired upon vesting and settlement of performance stock units granted on March 27, 2023"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
restricted stock units financial
"Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax obligations financial
"Reflects withholding of shares to satisfy tax obligations in connection with the vesting of performance stock units"
vesting financial
"Reflects withholding of shares to satisfy tax obligations in connection with the vesting of performance stock units"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Works James David Jr
(Last)(First)(Middle)
9399 WEST HIGGINS ROAD
SUITE 100
(Street)
ROSEMONT ILLINOIS 60018
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
US Foods Holding Corp. [ USFD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/27/2026A25,011A$0(1)119,826D
Common Stock03/27/2026F10,865(2)D$90.86108,961D
Common Stock03/27/2026F2,223(3)D$90.86106,738D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares acquired upon vesting and settlement of performance stock units granted on March 27, 2023, with the number of shares earned based on achievement against certain performance metrics following the end of a three-year performance period (fiscal years 2023-2025).
2. Reflects withholding of shares to satisfy tax obligations in connection with the vesting of performance stock units.
3. Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units.
Remarks:
EVP, Chief Human Resources Officer
/s/ Alexander J. Vargas Attorney In Fact03/30/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did the USFD insider James David Works Jr report in this Form 4?

James David Works Jr reported receiving 25,011 US Foods common shares from vested performance stock units, with 13,088 shares withheld to pay taxes. Following these compensation-related transactions, he directly holds 106,738 US Foods Holding Corp. shares.

How many US Foods (USFD) shares did the insider ultimately retain?

After the grant and tax withholdings, James David Works Jr directly holds 106,738 US Foods common shares. This reflects net shares remaining once 13,088 shares were withheld to satisfy tax obligations tied to vesting equity awards.

Were the USFD insider transactions open-market buys or sales?

The filing shows no open-market buying or selling. Shares were acquired through vesting of performance stock units, and dispositions were tax-withholding events where 13,088 shares were withheld to cover tax liabilities on vested equity awards.

What equity awards vested for the USFD insider in this filing?

Performance stock units granted on March 27, 2023 vested and settled into 25,011 US Foods common shares. The number of shares earned was based on achievement against performance metrics over fiscal years 2023 through 2025, as described in the footnotes.

Why were some US Foods (USFD) shares disposed of in this Form 4?

Two dispositions totaling 13,088 shares reflect tax-withholding transactions. Shares were withheld at a price of $90.86 per share to satisfy tax obligations arising from vesting of performance stock units and restricted stock units.