US Foods CEO reports tax share withholding

US Foods Holding Corp. chief executive David E. Flitman reported an automatic share withholding tied to equity compensation.

Accepted by SEC EDGAR 02/09/2026 - 04:44 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

US Foods Holding Corp. chief executive David E. Flitman reported an automatic share withholding tied to equity compensation. On 02/06/2026, 38,405 shares of common stock were withheld at $90.33 per share to cover tax obligations arising from the vesting of restricted stock units. After this tax withholding, he beneficially owned 387,777 shares of US Foods common stock directly.

Insider Trade Summary

Exercise Price or Tax Liability: 38,405 shares

Exercise Price or Tax Liability 1 txn

Insider Flitman David E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	38,405	$90.33	$3.47M

Holdings After Transaction: Common Stock — 387,777 shares (Direct)

Holdings Before and After: Common Stock, 426,182 to 387,777 shares (Direct)

Footnotes (1)

1. F1. Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did USFD CEO David Flitman report on February 6, 2026?

US Foods CEO David Flitman reported an automatic tax-related withholding of 38,405 common shares on February 6, 2026. The shares were withheld at $90.33 each in connection with the vesting of restricted stock units, rather than a discretionary open-market sale.

Was the February 2026 USFD Form 4 transaction an open-market sale?

The February 2026 Form 4 for USFD shows a tax withholding, not a typical open-market sale. 38,405 shares were withheld to satisfy tax obligations when restricted stock units vested, according to the filing’s explanatory footnote.

How many US Foods (USFD) shares does the CEO own after the reported transaction?

After the February 6, 2026 tax withholding transaction, US Foods CEO David Flitman beneficially owned 387,777 shares of US Foods common stock. The Form 4 lists this amount as directly held following the reported share withholding event.

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

In this US Foods Form 4, transaction code "F" indicates shares were withheld to pay taxes on equity awards. Specifically, 38,405 shares were withheld to satisfy tax obligations resulting from the vesting of restricted stock units granted to the CEO.

How is the price per share reported in the US Foods February 2026 Form 4?

The Form 4 reports a price of $90.33 per share for the 38,405 US Foods common shares withheld. This figure is used solely to reflect the value of shares withheld to cover tax obligations tied to restricted stock unit vesting.

Does the USFD CEO hold his reported shares directly or indirectly after the transaction?

Following the February 6, 2026 transaction, the Form 4 states that David Flitman holds 387,777 US Foods shares with direct ownership. The filing does not indicate any indirect ownership structure for this reported post-transaction balance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
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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^*

Flitman David E

(Last) (First) (Middle)

9399 W. HIGGINS RD

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		F		38,405(1)	D	$90.33	387,777	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:

	/s/ Alexander J. Vargas, Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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