Tonnison John A 4

What Happened
John A. Tonnison, EVP & Chief Information and Digital Officer of US Foods (USFD), received 27,287 shares on March 27, 2026 upon vesting/settlement of performance stock units. To cover tax obligations, 12,935 of those shares were withheld (disposed) at $90.86 per share — 10,738 shares for one withholding ($975,655) and 2,197 shares for another ($199,619) — leaving a net 14,352 shares issued to him. The award was reported with $0 acquisition price per the Form 4 (typical for vested grants).

Key Details

• Transaction date: March 27, 2026; Form 4 filed March 31, 2026 (timely filing).
• Award: 27,287 shares issued on vesting of PSUs granted March 27, 2023 (three‑year performance period FY2023–2025). (Footnote F1)
• Withholding for taxes: 10,738 shares withheld ($975,655) and 2,197 shares withheld ($199,619) at $90.86 per share. (Footnotes F2, F3) Total value of withheld shares ≈ $1,175,274.
• Net shares retained by insider after withholding: 14,352 shares (27,287 − 12,935).
• Filing shows acquisition via settlement of performance/restricted units and withholding for taxes (transaction code A for award, F for tax withholding).
• Shares owned after the transaction: not specified in the filing.

Context
This was a routine settlement of performance-based equity (PSUs) after the related three-year performance period; the withheld shares represent standard tax withholding rather than an open-market sale motivated by diversification or liquidity. For derivative/award transactions like this, the relevant point for investors is that these were earned compensation shares vesting per prior grant terms, not a discretionary market purchase or sale.