USFD Insider Form 4: CEO Donates 5,500 Shares to Donor Advised Fund

Rhea-AI Filing Summary

David E. Flitman, a director and the Chief Executive Officer of US Foods Holding Corp. (USFD), reported a non‑derivative transaction on 08/20/2025 disposing of 5,500 shares of US Foods common stock. The Form 4 records this as a Code G transaction (gift) with a reported price of $0, and the filing explains the shares were donated to a donor advised fund. After the reported transaction, Mr. Flitman directly beneficially owned 426,182 shares. The Form was signed by an attorney‑in‑fact on 08/21/2025.

Positive

• Transparent disclosure of the transaction with explanation that the shares were donated to a donor advised fund
• Timely filing (transaction dated 08/20/2025; Form 4 signed 08/21/2025) demonstrating compliance with Section 16 reporting

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO donated 5,500 shares to charity, reducing direct holdings modestly; no sale or cash proceeds.

The filing documents a Code G gift transaction by the CEO and director, which is a common non‑economic disposition used for philanthropy and tax planning. The transaction does not indicate a market sale or change in control and preserves transparency about insider holdings. The remaining direct ownership of 426,182 shares remains substantial relative to the disclosed transaction size, suggesting no material change to insider alignment with shareholders.

Securities Analyst

TL;DR: Small insider donation of 5,500 shares; immaterial to company capitalization or insider incentives.

From an investor materiality perspective, a 5,500‑share gift reported at $0 is minor versus total insider holdings and the public float. Code G transactions should be monitored for patterns, but a single charitable contribution does not alter earnings expectations or capital structure. The clear explanation and timely filing by attorney‑in‑fact meet disclosure standards.

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^*

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)
08/20/2025

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	08/20/2025		G		5,500(1)	D	$0	426,182	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. The reporting person made a charitable contribution to a donor advised fund.

Remarks:

	/s/ Kristin M. Coleman, Attorney-In-Fact	08/21/2025
	** 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.

FAQ

What did USFD insider David E. Flitman report on Form 4?

He reported a Code G gift transaction on 08/20/2025 donating 5,500 shares of US Foods common stock to a donor advised fund.

Did David E. Flitman receive cash from this transaction?

No. The transaction is reported with a price of $0, indicating a gift rather than a sale.

How many USFD shares does Flitman own after the transaction?

The Form 4 shows he directly beneficially owned 426,182 shares following the reported disposition.

What is a Code G transaction on Form 4?

Code G denotes a gift, meaning the reporting person transferred securities without receiving cash, often for charitable purposes.

Who signed the Form 4 filing for this transaction?

The Form 4 was signed by an Attorney‑In‑Fact, Kristin M. Coleman, on 08/21/2025.