US Foods (USFD) CFO gets stock award, 32,508 shares withheld

Rhea-AI Filing Summary

US Foods Holding Corp. reported that EVP and Chief Financial Officer Dirk J. Locascio received a grant of 45,475 shares of common stock upon vesting and settlement of performance stock units awarded on March 27, 2023, based on results for fiscal years 2023-2025.

The company withheld a total of 32,508 shares at $90.86 per share to satisfy tax obligations related to the vesting of performance stock units and restricted stock units. Following these transactions, Locascio directly holds 126,262 shares, with an additional 20,000 and 79,285 shares held indirectly through 2022 living trusts deemed beneficially owned by him.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Locascio Dirk J.

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45,475	$0.00	--
Tax Withholding	Common Stock	20,146	$90.86	$1.83M
Tax Withholding	Common Stock	8,241	$90.86	$749K
Tax Withholding	Common Stock	4,121	$90.86	$374K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 158,770 shares (Direct); Common Stock — 20,000 shares (Indirect, Trust DL)

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

Key Figures

Shares granted: 45,475 shares Shares withheld for taxes: 32,508 shares Withholding price: $90.86/share +3 more

6 metrics

Shares granted 45,475 shares Common stock from vested performance stock units

Shares withheld for taxes 32,508 shares Total tax withholding on PSUs and RSUs

Withholding price $90.86/share Value used for tax-withholding dispositions

Direct holdings after transactions 126,262 shares Common stock directly owned by CFO after filings

Debra Locascio Trust holdings 20,000 shares The Debra Locascio 2022 Living Trust, beneficially owned

Dirk J. Locascio Trust holdings 79,285 shares The Dirk J. Locascio 2022 Living Trust, beneficially owned

Key Terms

performance stock units, restricted stock units, tax obligations, beneficially owned, +1 more

5 terms

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.

tax obligations financial

"Reflects withholding of shares to satisfy tax obligations in connection with the vesting of performance stock units"

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.

Living Trust financial

"Represents shares held by The Debra Locascio 2022 Living Trust"

Form 4 Insider Transactions: What Each Field Means →

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)
03/27/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/27/2026		A		45,475	A	$0(1)	158,770	D
Common Stock	03/27/2026		F		20,146(2)	D	$90.86	138,624	D
Common Stock	03/27/2026		F		8,241(3)	D	$90.86	130,383	D
Common Stock	03/27/2026		F		4,121(3)	D	$90.86	126,262	D
Common Stock								20,000	I	Trust DL(4)
Common Stock								79,285	I	Trust DJL(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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.

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

5. 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	03/30/2026
	** 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)

FAQ

What did USFD CFO Dirk Locascio report in this Form 4 filing?

Dirk Locascio reported equity compensation-related share movements. He received 45,475 US Foods common shares from vested performance stock units, while shares were also withheld to cover taxes. These actions reflect compensation vesting rather than open-market buying or selling.

How many US Foods (USFD) shares were granted to the CFO?

The CFO received 45,475 shares of common stock. These shares were acquired upon vesting and settlement of performance stock units granted on March 27, 2023, with the final amount tied to performance over fiscal years 2023 through 2025.

Why were some US Foods shares withheld in Dirk Locascio’s Form 4?

A total of 32,508 shares were withheld to cover tax obligations. The withheld shares relate to the vesting of performance stock units and restricted stock units, and represent a tax payment mechanism, not an open-market sale of shares by the executive.

How many USFD shares does the CFO hold after these transactions?

Dirk Locascio directly holds 126,262 shares after the transactions. In addition, 20,000 shares in The Debra Locascio 2022 Living Trust and 79,285 shares in The Dirk J. Locascio 2022 Living Trust are deemed beneficially owned by him.

Were the US Foods shares in this Form 4 bought or sold on the market?

No open-market purchases or sales were reported. The filing reflects a stock award from vested performance stock units and shares withheld at $90.86 per share to satisfy tax obligations, rather than discretionary market trading by the CFO.