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US Foods (NYSE: USFD) awards shares; withholds some for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

US Foods Holding Corp. executive Randy J. Taylor received 8,528 shares of common stock at $0 per share upon vesting and settlement of performance stock units granted on March 27, 2023, for fiscal years 2023–2025. To cover related taxes, 3,868 shares from performance stock units and 791 shares from restricted stock units were withheld, based on a price of $90.86 per share. After these compensation and tax-withholding entries, Taylor directly holds 74,889 shares of US Foods common stock.

Positive

  • None.

Negative

  • None.
Insider Taylor Randy J
Role See Remarks
Type Security Shares Price Value
Grant/Award Common Stock 8,528 $0.00 --
Tax Withholding Common Stock 3,868 $90.86 $351K
Tax Withholding Common Stock 791 $90.86 $72K
Holdings After Transaction: Common Stock — 79,548 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.
Stock award 8,528 shares Common stock granted upon vesting of performance stock units on March 27, 2026
Tax withholding (PSUs) 3,868 shares at $90.86 Shares withheld to satisfy tax obligations on performance stock unit vesting
Tax withholding (RSUs) 791 shares at $90.86 Shares withheld to satisfy tax obligations on restricted stock unit vesting
Total tax-withheld shares 4,659 shares Aggregate of F-code tax-withholding transactions
Post-transaction holdings 74,889 shares Direct common stock ownership after award and tax-withholding on March 27, 2026
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.
withholding of shares financial
"Reflects withholding of shares to satisfy tax obligations in connection with the vesting of performance stock units"
tax obligations 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*
Taylor Randy J
(Last)(First)(Middle)
9399 W. HIGGINS RD., 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 Stock03/27/2026A8,528A$0(1)79,548D
Common Stock03/27/2026F3,868(2)D$90.8675,680D
Common Stock03/27/2026F791(3)D$90.8674,889D
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, Field Operations and Local Sales
/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 US Foods (USFD) executive Randy J. Taylor receive in this Form 4 filing?

Randy J. Taylor received 8,528 shares of US Foods common stock as a stock award. The shares were earned upon vesting and settlement of performance stock units granted on March 27, 2023, tied to performance over fiscal years 2023–2025.

How many US Foods (USFD) shares were withheld for Randy J. Taylor’s tax obligations?

A total of 4,659 shares were withheld to satisfy tax obligations. This included 3,868 shares related to performance stock units and 791 shares related to restricted stock units, all valued at $90.86 per share for the withholding.

What is Randy J. Taylor’s US Foods (USFD) shareholding after these transactions?

Following the award and tax-withholding transactions, Randy J. Taylor directly holds 74,889 shares of US Foods common stock. This figure reflects the net position after the vesting of performance units and restricted stock units and the corresponding share withholdings for taxes.

Were Randy J. Taylor’s US Foods (USFD) transactions open-market buys or sells?

These transactions were not open-market trades. The Form 4 shows a share grant coded “A” for an award and two “F” transactions, which represent shares withheld by the company to pay tax liabilities upon vesting, rather than discretionary market purchases or sales.

What performance period was used for Randy J. Taylor’s US Foods (USFD) performance stock units?

The performance stock units vested based on results over a three-year performance period. The footnotes state this period covered fiscal years 2023–2025, with the number of shares earned determined by achievement against specified performance metrics.