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US Foods (NYSE: USFD) officer granted shares as PSUs vest

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

Rhea-AI Filing Summary

US Foods Holding Corp. officer John A. Tonnison received 27,287 shares of common stock through 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, 10,738 shares tied to those performance stock units and 2,197 shares tied to restricted stock units were withheld at $90.86 per share instead of being sold in the market. After these compensation-related events, he directly owns 133,517 shares of US Foods common stock.

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Insider Tonnison John A
Role See Remarks
Type Security Shares Price Value
Grant/Award Common Stock 27,287 $0.00 --
Tax Withholding Common Stock 10,738 $90.86 $976K
Tax Withholding Common Stock 2,197 $90.86 $200K
Holdings After Transaction: Common Stock — 146,452 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 acquired via PSU vesting 27,287 shares Common stock from performance stock units vesting on March 27, 2026
Tax withholding from PSUs 10,738 shares at $90.86 Withheld to satisfy tax obligations on PSU vesting
Tax withholding from RSUs 2,197 shares at $90.86 Withheld to satisfy tax obligations on RSU vesting
Total tax-withheld shares 12,935 shares Sum of F-code tax-withholding dispositions
Shares owned after transactions 133,517 shares Directly owned common stock following Form 4 events
Tax withholding reference price $90.86 per share Price used for tax-withholding share calculations
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.
vesting financial
"Shares acquired upon vesting and settlement of performance stock units granted on March 27, 2023"
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.
tax obligations financial
"Reflects withholding of shares to satisfy tax obligations in connection with the vesting of performance stock units"
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*
Tonnison John A
(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 Stock03/27/2026A27,287A$0(1)146,452D
Common Stock03/27/2026F10,738(2)D$90.86135,714D
Common Stock03/27/2026F2,197(3)D$90.86133,517D
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 Information and Digital 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 insider transaction did US Foods (USFD) report for John A. Tonnison?

US Foods reported that officer John A. Tonnison received 27,287 shares of common stock from vesting performance stock units. These units were granted on March 27, 2023 and based on performance over fiscal years 2023–2025, representing compensation rather than an open-market purchase.

How many US Foods (USFD) shares were withheld for taxes in this Form 4?

A total of 12,935 US Foods shares were withheld to cover tax obligations. This included 10,738 shares related to vesting performance stock units and 2,197 shares related to vesting restricted stock units, all valued at a reference price of $90.86 per share.

What is John A. Tonnison’s US Foods (USFD) shareholding after these transactions?

After the Form 4 transactions, John A. Tonnison directly owns 133,517 shares of US Foods common stock. This figure reflects the shares received from performance unit vesting, net of shares withheld to satisfy associated tax obligations on both performance and restricted stock units.

Were the US Foods (USFD) Form 4 transactions open-market buys or sells?

The Form 4 does not show open-market buys or sells. It reports a grant-related acquisition of 27,287 shares from vesting performance stock units, and two tax-withholding dispositions totaling 12,935 shares to satisfy tax liabilities tied to performance and restricted stock unit vesting.

What performance period was used for John A. Tonnison’s US Foods (USFD) performance stock units?

The performance stock units that vested for John A. Tonnison were granted on March 27, 2023 and measured results over a three-year performance period. That period covered fiscal years 2023, 2024, and 2025, with shares ultimately delivered based on achieved performance metrics.