US Foods CEO gifts 318,000 shares to spouse, trust

US Foods Holding Corp. insider David E. Flitman, Chair of the Board and Chief Executive Officer, reported family-related gift transfers of 318,000 shares of common stock on August 14, 2026.

Rhea-AI Filing Summary

US Foods Holding Corp. insider David E. Flitman, Chair of the Board and Chief Executive Officer, reported family-related gift transfers of 318,000 shares of common stock on August 14, 2026. This included 29,000 shares gifted from his direct holdings to a spousal lifetime access trust (SLAT) for his spouse’s benefit and 130,000 shares gifted from his direct holdings to his spouse.

Following these gifts, the SLAT is shown as holding 29,000 shares and his spouse as holding 130,000 shares as indirect positions. Flitman disclaims beneficial ownership of the shares held by the SLAT, stating the report should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.

Insider Trade Summary

318,000 shares gifted

Gift 4 txns

Insider Flitman David E

Role See remarks

Type	Security	Shares	Price	Value
Gift	Common Stock F1	29,000	$0.00	$0.00
Gift	Common Stock F1, F2	29,000	$0.00	$0.00
Gift	Common Stock F3	130,000	$0.00	$0.00
Gift	Common Stock F3	130,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 29,000 shares (Indirect, By SLAT); Common Stock — 338,587 shares (Direct); Common Stock — 130,000 shares (Indirect, by spouse)

Footnotes (3)

1. F1. This transaction involved the reporting person's gift of 29,000 shares of US Foods Holding Corp. common stock to a spousal lifetime access trust for the benefit of the reporting person's spouse.
2. F2. The Reporting Peron's spouse is the beneficiary of the SLAT. The reporting person disclaims beneficial ownership of the securities held by the SLAT, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
3. F3. This transaction involved the reporting person's gift of 130,000 shares of US Foods Holding Corp. common stock to his spouse.

Key Figures

Total gifted shares: 318,000 shares Gift to SLAT: 29,000 shares Gift to spouse: 130,000 shares +3 more

6 metrics

Total gifted shares 318,000 shares Aggregate bona fide gifts of common stock reported on August 14, 2026

Gift to SLAT 29,000 shares Common stock gifted to a spousal lifetime access trust for spouse’s benefit

Gift to spouse 130,000 shares Common stock gifted directly to the reporting person’s spouse

Indirect holdings by SLAT 29,000 shares Shares shown as indirectly held by SLAT after the gift transaction

Indirect holdings by spouse 130,000 shares Shares shown as indirectly held by spouse after the gift transaction

Gift transaction price $0.00 per share Reported price per share for all bona fide gift transactions

Key Terms

spousal lifetime access trust, beneficial ownership, Section 16, bona fide gift

4 terms

spousal lifetime access trust financial

"gift of 29,000 shares of common stock to a spousal lifetime access trust"

beneficial ownership financial

"The reporting person disclaims beneficial ownership of the securities held by the SLAT"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Section 16 regulatory

"deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

bona fide gift financial

"transaction code description: Bona fide gift"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

FAQ

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

What insider transactions did USFD CEO David E. Flitman report on August 14, 2026?

David E. Flitman reported family-related gifts totaling 318,000 shares of US Foods Holding Corp. common stock on August 14, 2026. These were bona fide gifts transferring shares from his direct holdings to a spousal trust and to his spouse, at a reported price of $0.00 per share.

How many USFD shares were gifted to the spousal lifetime access trust (SLAT)?

Flitman gifted 29,000 shares of US Foods Holding Corp. common stock to a spousal lifetime access trust (SLAT) for his spouse’s benefit. After this transaction, the SLAT is shown as indirectly holding 29,000 shares, while Flitman disclaims beneficial ownership of those trust-held shares.

How many USFD shares did David E. Flitman gift directly to his spouse?

Flitman gifted 130,000 shares of US Foods Holding Corp. common stock to his spouse. After the transaction, his spouse is reported as indirectly holding 130,000 shares. These transfers are coded as bona fide gifts, not open-market sales or purchases.

Does David E. Flitman claim beneficial ownership of USFD shares held in the SLAT?

No. Flitman expressly disclaims beneficial ownership of US Foods Holding Corp. shares held by the SLAT. The filing states it should not be deemed an admission that he is the beneficial owner for Section 16 or any other purpose.

Were the recent USFD insider transactions executed under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as being under such a plan. The reported transactions are characterized as bona fide gifts of shares to a spousal lifetime access trust and to the reporting person’s spouse, rather than market trades.

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

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Available on EDGAR 08/17/2026 - 04:01 PM Accepted by SEC EDGAR 08/17/2026 - 04:00 PM Learn about SEC filing dates

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^*

Flitman David E

(Last) (First) (Middle)

9399 W. HIGGINS RD

(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)

X	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)
08/14/2026

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	08/14/2026		G(1)		29,000	D	$0	468,587	D
Common Stock	08/14/2026		G(1)		29,000	A	$0	29,000	I	By SLAT(2)
Common Stock	08/14/2026		G(3)		130,000	D	$0	338,587	D
Common Stock	08/14/2026		G(3)		130,000	A	$0	130,000	I	by spouse

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. This transaction involved the reporting person's gift of 29,000 shares of US Foods Holding Corp. common stock to a spousal lifetime access trust for the benefit of the reporting person's spouse.

2. The Reporting Peron's spouse is the beneficiary of the SLAT. The reporting person disclaims beneficial ownership of the securities held by the SLAT, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. This transaction involved the reporting person's gift of 130,000 shares of US Foods Holding Corp. common stock to his spouse.

Remarks:

Chair of the Board and Chief Executive Officer

	/s/ Alexander J. Vargas, Attorney-in-Fact	08/17/2026
	** 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)