Was the USFD CFO’s 20,000-share sale part of a 10b5-1 trading plan?

Yes. The 20,000-share open-market sale at $91.19 was effected under a Rule 10b5-1 trading plan adopted on November 25, 2025, indicating it was pre-arranged rather than a discretionary, same-day trading decision.

What are the CFO’s direct USFD share holdings after these transactions?

After the reported transactions, Dirk J. Locascio holds 20,798 shares of US Foods common stock directly in his individual account, in addition to indirect holdings through the two 2022 living trusts that are deemed beneficially owned by him.

US Foods (NYSE: USFD) CFO sale, large gift and trust transfers

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

US Foods Holding Corp. EVP and CFO Dirk J. Locascio reported multiple stock transactions in the company’s common stock. On March 30, 2026, he sold 20,000 shares in an open-market transaction at $91.19 per share under a Rule 10b5-1 trading plan adopted on November 25, 2025.

He also made a bona fide gift of 85,464 shares and transferred 42,732 shares to each of The Debra Locascio 2022 Living Trust and The Dirk J. Locascio 2022 Living Trust. Following these moves, he holds 20,798 shares directly and additional shares indirectly through the two living trusts, which are deemed beneficially owned by him.

Insider Trade Summary 10b5-1

Net Seller: 20,000 shares ($1,823,800)

Net Sell 4 txns

Insider Locascio Dirk J.

Role EVP, Chief Financial Officer

Sold 20,000 shs ($1.82M)

Type	Security	Shares	Price	Value
Sale	Common Stock	20,000	$91.19	$1.82M
Gift	Common Stock	85,464	$0.00	--
Other	Common Stock	42,732	$0.00	--
Other	Common Stock	42,732	$0.00	--

Holdings After Transaction: Common Stock — 106,262 shares (Direct); Common Stock — 62,732 shares (Indirect, Trust DL)

Footnotes (1)

Effected pursuant to a Rule 10b5-1 trading plan adopted on November 25, 2025. Reflects 42,732 shares transferred from Mr. Locascio's individual account to each of The Debra Locascio 2022 Living Trust and The Dirk J. Locascio 2022 Living Trust. Reflects transfer of shares from Mr. Locascio's individual account to The Debra Locascio 2022 Living Trust. Represents shares held by The Debra Locascio 2022 Living Trust, all of which are deemed beneficially owned by Mr. Locascio. Reflects transfer of shares from Mr. Locascio's individual account to The Dirk J. Locascio 2022 Living Trust. Represents shares held by The Dirk J. Locascio 2022 Living Trust, all of which are deemed beneficially owned by Mr. Locascio.

Key Figures

Open-market sale: 20,000 shares at $91.19 Gifted shares: 85,464 shares Transfer to Debra Locascio 2022 Living Trust: 42,732 shares; 62,732 shares held after +2 more

5 metrics

Open-market sale 20,000 shares at $91.19 Common Stock sale on March 30, 2026

Gifted shares 85,464 shares Bona fide gift of Common Stock

Transfer to Debra Locascio 2022 Living Trust 42,732 shares; 62,732 shares held after Trust restructuring transaction

Transfer to Dirk J. Locascio 2022 Living Trust 42,732 shares; 122,017 shares held after Trust restructuring transaction

Direct holdings after transactions 20,798 shares Common Stock directly owned post-transaction

Key Terms

Rule 10b5-1 trading plan, bona fide gift, beneficially owned, indirect ownership, +1 more

5 terms

Rule 10b5-1 trading plan financial

"Effected pursuant to a Rule 10b5-1 trading plan adopted on November 25, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

bona fide gift financial

"transaction_code_description: "Bona fide gift""

beneficially owned financial

"all of which are deemed beneficially owned by Mr. Locascio."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

indirect ownership financial

"ownership_type: "indirect" with nature_of_ownership "Trust DL" and "Trust DJL""

living trust financial

"The Debra Locascio 2022 Living Trust and The Dirk J. Locascio 2022 Living Trust."

Form 4 Insider Transactions: What Each Field Means →

03/31/2026 - 04:28 PM

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^*

Locascio Dirk J.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2026		S⁽¹⁾		20,000	D	$91.19	106,262	D
Common Stock	03/30/2026		G⁽²⁾		85,464	D	$0	20,798	D
Common Stock	03/30/2026		J⁽³⁾		42,732	A	$0	62,732	I	Trust DL⁽⁴⁾
Common Stock	03/30/2026		J⁽⁵⁾		42,732	A	$0	122,017	I	Trust DJL⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Effected pursuant to a Rule 10b5-1 trading plan adopted on November 25, 2025.

2. Reflects 42,732 shares transferred from Mr. Locascio's individual account to each of The Debra Locascio 2022 Living Trust and The Dirk J. Locascio 2022 Living Trust.

3. Reflects transfer of shares from Mr. Locascio's individual account to The Debra Locascio 2022 Living Trust.

4. Represents shares held by The Debra Locascio 2022 Living Trust, all of which are deemed beneficially owned by Mr. Locascio.

5. Reflects transfer of shares from Mr. Locascio's individual account to The Dirk J. Locascio 2022 Living Trust.

6. Represents shares held by The Dirk J. Locascio 2022 Living Trust, all of which are deemed beneficially owned by Mr. Locascio.

Remarks:

	/s/ Alexander J. Vargas Attorney In Fact	03/31/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did US Foods (USFD) CFO Dirk Locascio report?

Dirk J. Locascio reported several common stock transactions, including selling 20,000 shares at $91.19, making a bona fide gift of 85,464 shares, and transferring 42,732 shares to each of two 2022 living trusts.

How many US Foods (USFD) shares did the CFO gift or transfer to trusts?

Dirk J. Locascio made a bona fide gift of 85,464 shares and transferred 42,732 shares to each of The Debra Locascio 2022 Living Trust and The Dirk J. Locascio 2022 Living Trust as part of his estate and ownership structuring.

How many US Foods shares are held in the Debra and Dirk Locascio 2022 Living Trusts?

Following the restructuring transactions, The Debra Locascio 2022 Living Trust holds 62,732 US Foods shares and The Dirk J. Locascio 2022 Living Trust holds 122,017 shares, with all such trust shares deemed beneficially owned by Dirk J. Locascio.