Flitman David E 4

What Happened

• David E. Flitman, CEO of US Foods Holding Corp. (USFD), received 164,050 shares on March 27, 2026 upon vesting/settlement of performance-based stock units (PSUs) granted March 27, 2023. The award shares were reported as acquired at $0.00 (code A).
• To satisfy tax obligations tied to the vesting, 74,397 shares and 15,216 shares were withheld/disposed (code F) at a reported per-share value of $90.86, generating proceeds of $6,759,711 and $1,382,526 respectively (total ≈ $8,142,237).
• Net shares retained from the vesting: 164,050 acquired − 89,613 withheld = 74,437 shares retained. This was not an open-market sale or purchase by the insider; the disposals reflect tax withholding.

Key Details

• Transaction date: March 27, 2026; Form 4 filed March 31, 2026 (timely; within two business days).
• Award: 164,050 shares acquired (code A) at $0.00.
• Withholding/disposals: 74,397 shares and 15,216 shares disposed (code F) at $90.86 each; total withholding value ≈ $8,142,237.
• Shares retained after withholding: 74,437 (164,050 − 89,613). Total post-transaction ownership not disclosed in the filing.
• Footnotes: F1 = shares from PSUs granted 3/27/2023 based on 3-year performance (FY2023–2025). F2 = withholding to satisfy taxes for PSU vesting. F3 = withholding for restricted stock unit tax obligations.
• Transaction codes: A = award/acquisition; F = withholding to cover tax liabilities.

Context

• These transactions reflect PSU vesting and routine share withholding to meet tax obligations, not an active open-market sale or purchase signal. The award was performance-based (three-year performance period), and the withheld-share disposals were used solely for tax withholding (a common practice in executive equity settlements).