US Foods (NYSE: USFD) officer awarded 9,320 RSUs vesting over three years

Rhea-AI Filing Summary

US Foods Holding Corp. reported that officer William Spencer Hancock received an equity award in the form of 9,320 restricted stock units of common stock on March 23, 2026. These units vest in three equal annual installments beginning March 23, 2027, providing stock over time as compensation.

Each restricted stock unit converts into one share of common stock upon vesting. After this award, Hancock directly holds 113,335 shares, which includes 84 shares previously purchased on February 27, 2026 under the company’s Employee Stock Purchase Plan.

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)
03/23/2026

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	03/23/2026		A		9,320(1)	A	$0	113,335(2)	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. Represents restricted stock units granted on March 23, 2026, which vest annually in three equal installments beginning on March 23, 2027. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

2. Includes 84 shares purchased on February 27, 2026, pursuant to the Issuer's Employee Stock Purchase Plan.

Remarks:

	/s/ Alexander J. Vargas Attorney In Fact	03/24/2026
	** 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 transaction did USFD officer William Spencer Hancock report?

William Spencer Hancock reported receiving 9,320 restricted stock units of US Foods common stock as a compensation award. The grant was made on March 23, 2026 and is reflected as an acquisition of non-derivative common stock on the Form 4 filing.

How do the 9,320 restricted stock units for USFD vest over time?

The 9,320 restricted stock units vest in three equal annual installments starting March 23, 2027. Each year, one-third of the units converts into common stock, aligning Hancock’s compensation with longer-term company performance and continued service.

How many USFD shares does William Spencer Hancock hold after this Form 4?

After the restricted stock unit grant, Hancock directly holds 113,335 shares of US Foods common stock. This total includes 84 shares acquired earlier through the company’s Employee Stock Purchase Plan on February 27, 2026, in addition to existing holdings.

Is the USFD Form 4 transaction a market purchase or a compensation grant?

The transaction is a compensation-related grant, not an open-market purchase. The Form 4 shows code "A" for a grant or award acquisition, with 9,320 restricted stock units awarded at no cash price per share as part of Hancock’s equity compensation.

What does each USFD restricted stock unit granted to Hancock represent?

Each restricted stock unit represents the right to receive one share of US Foods common stock upon vesting. As the units vest annually over three years, they convert into equivalent shares, gradually increasing Hancock’s direct stock ownership without an exercise price.

Does the USFD Form 4 show any stock sales by William Spencer Hancock?

The Form 4 does not show any stock sales. It reports a single acquisition transaction: a grant of 9,320 restricted stock units. The filing’s transaction summary reflects one acquisition and no disposals, emphasizing this is an award rather than a sale or exercise-and-sell event.