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US Foods (NYSE: USFD) CEO gets stock grant with tax share withholding

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

Rhea-AI Filing Summary

US Foods Holding Corp. Chief Executive Officer David E. Flitman reported equity compensation activity involving company common stock. He acquired 164,050 shares on March 27, 2026 from the vesting and settlement of performance stock units granted on March 27, 2023, based on performance over fiscal years 2023–2025.

To cover related tax obligations, 74,397 shares were withheld in connection with the vesting of performance stock units and 15,216 shares were withheld in connection with the vesting of restricted stock units, both at $90.86 per share. After these transactions, Flitman directly owned 497,587 shares of US Foods common stock.

Positive

  • None.

Negative

  • None.
Insider Flitman David E
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Common Stock 164,050 $0.00 --
Tax Withholding Common Stock 74,397 $90.86 $6.76M
Tax Withholding Common Stock 15,216 $90.86 $1.38M
Holdings After Transaction: Common Stock — 587,200 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 164,050 shares Common stock from vesting of performance stock units on <date>March 27, 2026</date>
Tax withholding (PSUs) 74,397 shares at $90.86/share Shares withheld to satisfy tax obligations on vested performance stock units
Tax withholding (RSUs) 15,216 shares at $90.86/share Shares withheld to satisfy tax obligations on vested restricted stock units
Post-transaction holdings 497,587 shares US Foods common stock directly owned by CEO after 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
"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.
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.
withholding of shares financial
"Reflects withholding of shares to satisfy tax obligations in connection with the vesting"
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*
Flitman David E
(Last)(First)(Middle)
9399 W. HIGGINS RD
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
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 Stock03/27/2026A164,050A$0(1)587,200D
Common Stock03/27/2026F74,397(2)D$90.86512,803D
Common Stock03/27/2026F15,216(3)D$90.86497,587D
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:
/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 insider transaction did US Foods (USFD) CEO David Flitman report?

US Foods CEO David Flitman reported an equity award and related tax withholding transactions. He acquired 164,050 common shares through vesting performance stock units, then had shares withheld to satisfy tax obligations tied to both performance stock units and restricted stock units.

How many US Foods (USFD) shares did the CEO receive and how many were withheld?

David Flitman received 164,050 US Foods common shares upon vesting of performance stock units. To cover tax obligations, 74,397 shares tied to performance stock units and 15,216 shares tied to restricted stock units were withheld, reducing his net increase in directly held shares.

Were there any open-market stock sales in this US Foods (USFD) Form 4?

The Form 4 shows no open-market stock sales by David Flitman. The only dispositions were 74,397 and 15,216 shares withheld to satisfy tax obligations upon vesting of performance and restricted stock units, a standard non-market mechanism rather than discretionary selling.

What performance period did the US Foods (USFD) performance stock units cover?

The performance stock units that vested for David Flitman were granted on March 27, 2023. Shares were earned based on achievement against specified performance metrics following completion of a three-year performance period covering fiscal years 2023, 2024, and 2025.

How many US Foods (USFD) shares does the CEO hold after these transactions?

Following the vesting and tax withholding transactions, David Flitman directly owned 497,587 shares of US Foods common stock. This post-transaction figure reflects the net impact of the equity award minus shares withheld to satisfy related tax obligations on vested units.

What was the price used for tax withholding on US Foods (USFD) shares?

The tax-withholding transactions used a share price of $90.86. This price applied to 74,397 shares related to vested performance stock units and 15,216 shares related to vested restricted stock units that were withheld to cover associated tax liabilities for David Flitman.