US Foods (NYSE: USFD) executive nets stock from PSU vesting with tax withholding

Rhea-AI Filing Summary

US Foods Holding Corp. executive Steven Guberman received equity compensation and had shares withheld for taxes. On March 27, he acquired 30,696 shares of common stock upon vesting and settlement of performance stock units granted on March 27, 2023, tied to performance over fiscal years 2023–2025. The company then withheld 12,079 shares at $90.86 per share to cover tax obligations related to the vested performance stock units and 2,471 shares at $90.86 per share to cover taxes on vested restricted stock units. After these transactions, he directly holds 134,884 shares of US Foods common stock.

Insights

Equity compensation analyst

Routine stock awards vested with standard tax withholding, showing ongoing equity-based pay.

Steven Guberman received 30,696 US Foods shares from performance stock units that vested after a three-year performance period covering fiscal years 2023–2025. This reflects long-term, performance-linked compensation rather than an open-market purchase.

The two dispositions totaling 14,550 shares at $90.86 per share are tax-withholding events tied to the vesting of performance and restricted stock units, not discretionary sales. Following these transactions, he holds 134,884 shares directly, suggesting the filing mainly documents routine compensation mechanics.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Guberman Steven

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	30,696	$0.00	--
Tax Withholding	Common Stock	12,079	$90.86	$1.10M
Tax Withholding	Common Stock	2,471	$90.86	$225K

Holdings After Transaction: Common Stock — 149,434 shares (Direct)

Footnotes (1)

1. Shares acquired upon vesting and settlement of performance stock units granted on March 27, 2023, with the number of shares earned based on achievement against certain performance metrics following the end of a three-year performance period (fiscal years 2023-2025). Reflects withholding of shares to satisfy tax obligations in connection with the vesting of performance stock units. Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units.

Key Figures

Performance stock units vested: 30,696 shares Tax withholding shares (performance units): 12,079 shares Tax withholding shares (restricted units): 2,471 shares +3 more

6 metrics

Performance stock units vested 30,696 shares Common stock acquired on March 27, 2026

Tax withholding shares (performance units) 12,079 shares Withheld at $90.86 per share for taxes

Tax withholding shares (restricted units) 2,471 shares Withheld at $90.86 per share for taxes

Total tax-withholding shares 14,550 shares Shares delivered to satisfy tax obligations

Withholding price $90.86 per share Used to value tax-withheld shares

Shares held after transactions 134,884 shares Direct ownership after March 27, 2026 transactions

Key Terms

performance stock units, restricted stock units, tax obligations, vesting, +1 more

5 terms

performance stock units financial

"Shares acquired upon vesting and settlement of performance stock units granted on March 27, 2023"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax obligations financial

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

vesting financial

"Shares acquired upon vesting and settlement of performance stock units granted on March 27, 2023"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

three-year performance period financial

"based on achievement against certain performance metrics following the end of a three-year performance period"

Form 4 Insider Transactions: What Each Field Means →

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^*

Guberman Steven

(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)
03/27/2026

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	03/27/2026		A		30,696	A	$0(1)	149,434	D
Common Stock	03/27/2026		F		12,079(2)	D	$90.86	137,355	D
Common Stock	03/27/2026		F		2,471(3)	D	$90.86	134,884	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. Shares acquired upon vesting and settlement of performance stock units granted on March 27, 2023, with the number of shares earned based on achievement against certain performance metrics following the end of a three-year performance period (fiscal years 2023-2025).

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

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

Remarks:

EVP, Chief Transformation Officer and Nationally Managed Business

	/s/ Alexander J. Vargas, Attorney-in-Fact	03/30/2026
	** 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 Steven Guberman receive in the latest USFD Form 4 filing?

Steven Guberman received 30,696 shares of US Foods common stock as performance stock units vested. These units were granted March 27, 2023 and tied to performance over fiscal years 2023–2025, reflecting long-term, performance-based equity compensation rather than an open-market stock purchase.

Why were US Foods (USFD) shares disposed of in this Form 4?

The filing shows 12,079 and 2,471 US Foods shares disposed at $90.86 each solely to cover tax obligations. These tax-withholding dispositions relate to the vesting of performance stock units and restricted stock units, not voluntary open-market sales by the executive.

How many US Foods (USFD) shares does Steven Guberman hold after these transactions?

After the vesting and tax-withholding events, Steven Guberman directly holds 134,884 shares of US Foods common stock. This total reflects the net position following receipt of 30,696 vested performance stock unit shares and withholding of 14,550 shares to satisfy tax obligations.

What are performance stock units mentioned in the USFD Form 4 filing?

Performance stock units are share-based awards that vest only if specified performance goals are achieved. In this case, the 30,696 shares were earned based on results over fiscal years 2023–2025, aligning the executive’s compensation with US Foods’ multi-year performance metrics and outcomes.

How is the $90.86 price used in the US Foods (USFD) Form 4 transactions?

The $90.86 per share value is used to calculate shares withheld to cover tax obligations. US Foods withheld 12,079 and 2,471 shares at $90.86 upon vesting of performance and restricted stock units, rather than the executive selling shares into the open market for cash.