What prices were used for the USFD share withholdings in this filing?

Withheld shares were valued at about $81.74 and $81.87 per US Foods common share. These prices were applied when 467 and 117 shares, respectively, were withheld to cover the option exercise price and related tax liabilities instead of using cash.

US Foods (NYSE: USFD) director exercises options and withholds shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

US Foods Holding Corp. director David M. Tehle exercised stock options and had shares withheld for taxes, without any market sale. On May 19, 2026, he exercised options covering 2,436 shares of common stock at $23.50 per share, while 701 shares were withheld at prices around $81.80 to cover the exercise price and tax obligations. Following one of the reported transactions, he directly held 39,510 common shares.

Insider Trade Summary

2,436 shares exercised/converted

Mixed 9 txns

Insider TEHLE DAVID M

Role null

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	406	$0.00	--
Exercise	Employee Stock Option (right to buy)	406	$0.00	--
Exercise	Employee Stock Option (right to buy)	1,624	$0.00	--
Exercise	Common Stock	406	$23.50	$10K
Tax Withholding	Common Stock	117	$81.87	$10K
Exercise	Common Stock	406	$23.50	$10K
Tax Withholding	Common Stock	117	$81.87	$10K
Exercise	Common Stock	1,624	$23.50	$38K
Tax Withholding	Common Stock	467	$81.74	$38K

Holdings After Transaction: Employee Stock Option (right to buy) — 406 shares (Direct, null); Common Stock — 39,627 shares (Direct, null)

Footnotes (1)

Reflects withholding of shares by the Issuer to satisfy the option exercise price in connection with the option exercise. Such withholding did not involve any market sales or other market transactions. Performance-based stock options awarded November 11, 2016. The performance-based stock options were earned and vested and became exercisable in four equal annual installments based on satisfaction of certain performance-based criteria for each of the fiscal years ending 2017, 2018, 2019 and 2020, contingent on the reporting person's continued service with the Issuer. Time-based stock options granted on November 11, 2016. The time-based stock options were vested and became exercisable in equal annual installments on each June 3, 2017, 2018, 2019 and 2020, contingent on the reporting person's continued service with the Issuer.

Key Figures

Options exercised: 2,436 shares Shares withheld: 701 shares Option exercise price: $23.50/share +2 more

5 metrics

Options exercised 2,436 shares Employee stock options exercised on May 19, 2026

Shares withheld 701 shares Withheld to cover exercise price and taxes

Option exercise price $23.50/share Exercise price for employee stock options

Withholding prices $81.74 and $81.87/share Values used for tax and exercise-price withholding

Direct holdings after transaction 39,510 shares Common shares directly owned after a May 19, 2026 entry

Key Terms

tax-withholding disposition, Exercise or conversion of derivative security, performance-based stock options, time-based stock options, +1 more

5 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for F-coded entries"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description for M-coded transactions"

performance-based stock options financial

"Performance-based stock options awarded November 11, 2016."

time-based stock options financial

"Time-based stock options granted on November 11, 2016."

Employee Stock Option (right to buy) financial

"security_title for derivative transactions"

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:31 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^*

TEHLE DAVID M

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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	05/19/2026		M		406	A	$23.5	39,627	D
Common Stock	05/19/2026		F⁽¹⁾		117	D	$81.87	39,510	D
Common Stock	05/19/2026		M		406	A	$23.5	39,916	D
Common Stock	05/19/2026		F⁽¹⁾		117	D	$81.87	39,799	D
Common Stock	05/19/2026		M		1,624	A	$23.5	41,423	D
Common Stock	05/19/2026		F⁽¹⁾		467	D	$81.74	40,956	D

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)
Employee Stock Option (right to buy)	$23.5	05/19/2026		M			406	⁽²⁾	11/11/2026	Common Stock	406	$0	406	D
Employee Stock Option (right to buy)	$23.5	05/19/2026		M			406	⁽²⁾	11/11/2026	Common Stock	406	$0	0	D
Employee Stock Option (right to buy)	$23.5	05/19/2026		M			1,624	⁽³⁾	11/11/2026	Common Stock	1,624	$0	0	D

Explanation of Responses:

1. Reflects withholding of shares by the Issuer to satisfy the option exercise price in connection with the option exercise. Such withholding did not involve any market sales or other market transactions.

2. Performance-based stock options awarded November 11, 2016. The performance-based stock options were earned and vested and became exercisable in four equal annual installments based on satisfaction of certain performance-based criteria for each of the fiscal years ending 2017, 2018, 2019 and 2020, contingent on the reporting person's continued service with the Issuer.

3. Time-based stock options granted on November 11, 2016. The time-based stock options were vested and became exercisable in equal annual installments on each June 3, 2017, 2018, 2019 and 2020, contingent on the reporting person's continued service with the Issuer.

Remarks:

	/s/ Alexander J. Vargas Attorney In Fact	05/21/2026
	** 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 did USFD director David M. Tehle report in this Form 4?

David M. Tehle reported exercising stock options and related share withholding. He exercised options for 2,436 US Foods Holding Corp. common shares and had 701 shares withheld to cover the option exercise price and tax liabilities, with no open-market sales involved.

How many US Foods (USFD) shares did the director acquire through option exercises?

He acquired 2,436 US Foods common shares through option exercises. These came from employee stock options with a $23.50 exercise price, tied to grants awarded in November 2016 that had already vested based on time and performance conditions.

Were any US Foods (USFD) shares sold on the market in this Form 4?

No market sales occurred in this Form 4. Footnotes specify that 701 shares were withheld by the company solely to satisfy the option exercise price and tax obligations, and that these withholdings did not involve any market transactions or open-market sales.

What is known about David M. Tehle’s US Foods (USFD) holdings after these transactions?

After one of the reported transactions, he directly held 39,510 US Foods common shares. This figure reflects his direct ownership immediately following a tax-withholding entry on May 19, 2026, and shows he retained a meaningful equity stake after exercising options.

What types of stock options were involved in the USFD director’s Form 4?

The filing references performance-based and time-based stock options granted on November 11, 2016. Performance-based awards vested over fiscal years 2017–2020 based on performance criteria, while time-based options vested in equal annual installments from June 2017 through June 2020.