US Foods (USFD) CFO exercises options, sells and gifts shares

Rhea-AI Filing Summary

US Foods Holding Corp. EVP and CFO Dirk J. Locascio exercised employee stock options for 25,101 shares of common stock on February 25, 2026, then sold 25,101 shares of common stock in an open-market transaction at $96.5900 per share under a Rule 10b5-1 trading plan adopted on November 25, 2025.

After these transactions, he made a bona fide gift of 10,000 shares, leaving 105,077 shares of common stock held directly. In addition, 20,000 shares are held by The Debra Locascio 2022 Living Trust and 79,285 shares are held by The Dirk J. Locascio 2022 Living Trust, all deemed beneficially owned by him. The stock option exercised was fully vested and exercisable.

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).

X

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 IL 60018

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/25/2026		M(1)		25,101	A	$30.39	140,178	D
Common Stock	02/25/2026		S(1)		25,101	D	$96.59	115,077	D
Common Stock	02/25/2026		G(1)		10,000	D	$0	105,077	D
Common Stock								20,000	I	Trust DL(2)
Common Stock								79,285	I	Trust DJL(3)

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
Employee Stock Option (right to buy)	$30.39	02/25/2026		M(1)			25,101	(4)	06/03/2027	Common Stock	25,101	$0	0	D

Explanation of Responses:

1. The transactions reported by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted on November 25, 2025.

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

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

4. The stock option is fully vested and exercisable.

Remarks:

	/s/ Alexander J. Vargas Attorney In Fact	02/26/2026
	** 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.

FAQ

What insider transactions did USFD CFO Dirk Locascio report?

Dirk J. Locascio reported exercising options for 25,101 US Foods shares, selling 25,101 common shares in an open-market trade, and making a bona fide gift of 10,000 shares, all dated February 25, 2026, under a pre-established Rule 10b5-1 trading plan.

How many USFD shares does the CFO hold directly after these trades?

After the February 25, 2026 transactions, Dirk J. Locascio directly holds 105,077 US Foods common shares. This reflects the exercise of 25,101 options, the sale of 25,101 shares, and a subsequent bona fide gift of 10,000 shares disclosed in the filing.

Were the US Foods CFO’s share sales pre-planned under Rule 10b5-1?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on November 25, 2025. Such plans allow insiders to schedule trades in advance, helping separate personal trading decisions from later company-specific information.

What price did the USFD CFO receive for the shares sold?

The open-market sale involved 25,101 US Foods common shares at a reported price of $96.5900 per share. This transaction followed the exercise of fully vested employee stock options covering the same number of shares on February 25, 2026.

What is the status of the stock options exercised by the USFD CFO?

The stock options exercised by Dirk J. Locascio were fully vested and exercisable, according to the filing. He converted 25,101 employee stock options, with a stated option price of $0.0000 per share, into 25,101 shares of US Foods common stock.

What indirect USFD holdings does Dirk Locascio beneficially own?

Dirk J. Locascio is deemed to beneficially own 20,000 shares held by The Debra Locascio 2022 Living Trust and 79,285 shares held by The Dirk J. Locascio 2022 Living Trust. These positions are reported as indirect ownership through trusts associated with him.