US Foods (NYSE: USFD) officer details tax-related share withholding

Rhea-AI Filing Summary

US Foods Holding Corp. officer William Spencer Hancock reported routine tax-related share withholdings tied to vesting of restricted stock units. On March 25, he had 1,539 shares of common stock withheld at $92.48 per share, and on March 24, another 1,012 shares were withheld at $91.13 per share.

Both transactions are coded as tax-withholding dispositions rather than open-market sales. After these events, Hancock directly owned 110,784 shares of US Foods common stock, indicating he retains a substantial equity position despite the tax-related share reductions.

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

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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^*

Hancock William Spencer

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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	03/24/2026		F		1,012(1)	D	$91.13	112,323	D
Common Stock	03/25/2026		F		1,539(1)	D	$92.48	110,784	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units.

Remarks:

EVP, Chief Supply Chain Officer

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

FAQ

What insider activity did USFD officer William Spencer Hancock report?

William Spencer Hancock reported tax-related share withholdings, not open-market trades. On March 24 and 25, a total of 2,551 US Foods common shares were withheld to cover tax obligations arising from restricted stock unit vesting, while he maintained over 110,000 shares.

How many US Foods (USFD) shares were withheld for Hancock’s taxes?

A total of 2,551 US Foods common shares were withheld for taxes. The transactions covered 1,012 shares at $91.13 and 1,539 shares at $92.48 per share, satisfying tax obligations from vesting restricted stock units rather than representing discretionary stock sales.

Does Hancock still hold a significant stake in US Foods (USFD) after these transactions?

Yes, Hancock still holds a sizable position in US Foods. Following the March 25 tax-withholding disposition, he directly owned 110,784 shares of common stock, indicating these transactions modestly reduced his holdings while leaving a substantial remaining equity interest.

Were the USFD transactions by Hancock open-market sales or tax withholdings?

The transactions were tax withholdings, not open-market sales. Both are coded as “F” transactions, described as payment of tax liability by delivering securities, and a footnote confirms the shares were withheld to satisfy tax obligations from restricted stock unit vesting.

What is the significance of Form 4 code “F” in the USFD Hancock filing?

Code “F” indicates shares were disposed of to pay taxes or exercise costs. In Hancock’s case, it reflects withholding of US Foods common shares to satisfy tax obligations upon restricted stock unit vesting, a routine administrative event rather than a discretionary market trade.