US Foods (USFD) EVP awarded 9,852 restricted stock units in equity grant

Rhea-AI Filing Summary

Poe David L Jr reported acquisition or exercise transactions in this Form 4 filing.

US Foods Holding Corp. executive vice president and chief merchant David L. Poe Jr. received a grant of 9,852 restricted stock units of common stock on March 23, 2026. The units vest in three equal annual installments beginning March 23, 2027, as part of equity compensation.

Each restricted stock unit represents the right to receive one share of common stock. After this award, Poe directly holds 40,910 shares, showing an increase in his equity stake through company-granted compensation rather than open-market purchases.

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^*

Poe David L Jr

(Last) (First) (Middle)

9399 W. HIGGINS RD., 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)
	EVP, Chief Merchant

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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	03/23/2026		A		9,852(1)	A	$0	40,910	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. Represents restricted stock units granted on March 23, 2026, which vest annually in three equal installments beginning on March 23, 2027. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

Remarks:

	/s/ Alexander J. Vargas Attorney In Fact	03/24/2026
	** 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 insider transaction did USFD report for David L. Poe Jr.?

The filing reports that David L. Poe Jr., EVP and Chief Merchant, received a grant of 9,852 restricted stock units of US Foods Holding Corp. common stock on March 23, 2026. This is a compensation-related award, not an open-market purchase or sale of shares.

How many US Foods (USFD) restricted stock units were granted in this Form 4?

David L. Poe Jr. was granted 9,852 restricted stock units of US Foods common stock. These units were awarded at no cash cost to him and are structured as equity compensation that converts into shares according to the specified vesting schedule over future years.

What is the vesting schedule for David L. Poe Jr.’s USFD restricted stock units?

The 9,852 restricted stock units granted on March 23, 2026 vest annually in three equal installments starting March 23, 2027. Each year, one-third of the units becomes earned, and each vested unit delivers one share of US Foods common stock to the executive.

Is the USFD Form 4 transaction an open-market stock purchase or sale?

No. The transaction is coded as a grant or award acquisition, not an open-market trade. David L. Poe Jr. received 9,852 restricted stock units as equity compensation, with a reported price per unit of $0.0000, reflecting that he did not pay cash for these shares.

How many US Foods (USFD) shares does David L. Poe Jr. own after this award?

After the March 23, 2026 restricted stock unit award, David L. Poe Jr. directly owns 40,910 shares of US Foods common stock. This figure reflects his ownership immediately following the reported grant, providing context for the scale of this compensation-related equity award.

What does each USFD restricted stock unit represent for this executive grant?

Each restricted stock unit granted to David L. Poe Jr. represents the right to receive one share of US Foods common stock. When the units vest under the three-year schedule beginning March 23, 2027, the vested units convert into an equivalent number of common shares for the executive.