US Foods (NYSE: USFD) executive withholds shares to cover tax obligations

Rhea-AI Filing Summary

US Foods Holding Corp. officer John A. Tonnison reported two transactions in company common stock. On March 24, 2026, 867 shares were withheld at $91.13 per share, and on March 25, 2026, 1,410 shares were withheld at $92.48 per share. A footnote explains these were shares withheld to satisfy tax obligations tied to the vesting of restricted stock units, not open-market sales. After the latest transaction, Tonnison directly held 119,165 shares of US Foods common stock.

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^*

Tonnison John A

(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)
	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		867(1)	D	$91.13	120,575	D
Common Stock	03/25/2026		F		1,410(1)	D	$92.48	119,165	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 Information and Digital 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 did USFD officer John A. Tonnison report in this Form 4?

John A. Tonnison reported two share dispositions by withholding common stock for taxes. In total, 2,277 shares were withheld in connection with restricted stock unit vesting, rather than sold in the open market, and he retained 119,165 shares afterward.

Were the USFD Form 4 transactions open-market sales of US Foods stock?

No, the transactions were not open-market sales. Both were coded “F” and described as payments of tax liabilities by delivering securities, with a footnote stating shares were withheld to satisfy taxes from restricted stock unit vesting.

How many US Foods (USFD) shares were withheld for taxes in the latest filing?

A total of 2,277 US Foods common shares were withheld for tax obligations. This includes 867 shares on March 24, 2026, and 1,410 shares on March 25, 2026, all tied to restricted stock unit vesting events.

What is John A. Tonnison’s USFD share ownership after these transactions?

After the most recent tax-withholding transaction, John A. Tonnison directly held 119,165 shares of US Foods common stock. This figure reflects his position following the March 25, 2026 withholding related to restricted stock unit vesting.

What does transaction code “F” mean in the USFD Form 4 filing?

Code “F” indicates shares were disposed to pay an exercise price or tax liability. Here, both entries represent withholding of US Foods common stock to satisfy tax obligations arising from restricted stock unit vesting, rather than discretionary market trades.