Director Tehle David M exercised 2,436 shares at a strike of $23.50 and covered exercise/tax liability with 701 shares, increasing direct ownership by 4% to 40,956 units (SEC Form 4)
$USFD
Food Distributors
Consumer Discretionary
| 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*
(Street)
(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)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/19/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/19/2026 | M | 406 | A | $23.5 | 39,627 | D | |||
| Common Stock | 05/19/2026 | F(1) | 117 | D | $81.87 | 39,510 | D | |||
| Common Stock | 05/19/2026 | M | 406 | A | $23.5 | 39,916 | D | |||
| Common Stock | 05/19/2026 | F(1) | 117 | D | $81.87 | 39,799 | D | |||
| Common Stock | 05/19/2026 | M | 1,624 | A | $23.5 | 41,423 | D | |||
| Common Stock | 05/19/2026 | F(1) | 467 | D | $81.74 | 40,956 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (right to buy) | $23.5 | 05/19/2026 | M | 406 | (2) | 11/11/2026 | Common Stock | 406 | $0 | 406 | D | ||||
| Employee Stock Option (right to buy) | $23.5 | 05/19/2026 | M | 406 | (2) | 11/11/2026 | Common Stock | 406 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $23.5 | 05/19/2026 | M | 1,624 | (3) | 11/11/2026 | Common Stock | 1,624 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects withholding of shares by the Issuer to satisfy the option exercise price in connection with the option exercise. Such withholding did not involve any market sales or other market transactions. |
| 2. Performance-based stock options awarded November 11, 2016. The performance-based stock options were earned and vested and became exercisable in four equal annual installments based on satisfaction of certain performance-based criteria for each of the fiscal years ending 2017, 2018, 2019 and 2020, contingent on the reporting person's continued service with the Issuer. |
| 3. Time-based stock options granted on November 11, 2016. The time-based stock options were vested and became exercisable in equal annual installments on each June 3, 2017, 2018, 2019 and 2020, contingent on the reporting person's continued service with the Issuer. |
| Remarks: |
| /s/ Alexander J. Vargas Attorney In Fact | 05/21/2026 | |
| ** 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) | ||