US Foods Holding Corp.·4

Feb 20, 5:32 PM ET

Works James David Jr 4

4 · US Foods Holding Corp. · Filed Feb 20, 2026

Research Summary

AI-generated summary of this filing

Updated

US Foods EVP James D. Works Sells Shares, Exercises Options

What Happened

  • James David Works Jr., EVP & Chief Human Resources Officer, executed option exercises and open‑market sales on Feb 18, 2026. He exercised 19,291 stock options at a strike price of $33.56 (cost ≈ $647,406) and sold a total of 65,737 shares in two open‑market tranches (46,446 shares at a weighted avg $96.52 for ≈ $4,482,968; 19,291 shares at a weighted avg $96.53 for ≈ $1,862,160). Total cash proceeds from the sales were about $6.345M.
  • The filing also shows a derivative disposition of 19,291 shares at $0 (see Key Details). The net effect: options were exercised and shares were sold the same day.

Key Details

  • Transaction date: 2026-02-18; Form 4 filed: 2026-02-20 (timely).
  • Sales: 46,446 shares at weighted avg $96.52 (prices ranged $96.02–$96.85 per footnote F1); 19,291 shares at weighted avg $96.53 (prices ranged $95.99–$96.85 per footnote F2).
  • Option exercise: 19,291 shares acquired at $33.56 each (≈ $647,406). Footnote F3: options were granted Mar 26, 2018 and are fully vested.
  • Derivative line: 19,291 shares listed as disposed at $0 (reported as a derivative transaction on the form).
  • Shares owned after transaction: not specified in the provided filing excerpt.
  • Transaction codes: M = exercise/conversion of derivative, S = sale. No 10b5‑1 plan or tax‑withholding plan disclosed in the excerpt.

Context

  • The sequence (exercise at $33.56, immediate sale at ≈$96.5) is consistent with a cashless/same‑day exercise and sale to cover strike and/or tax obligations; the $0 derivative disposition likely reflects surrender/settlement of option shares as part of that process. This is a routine insider liquidity event rather than an open‑market purchase (purchases generally carry more interpretive weight for bullish signals).

Insider Transaction Report

Form 4
Period: 2026-02-18
Transactions
  • Sale

    Common Stock

    [F1]
    2026-02-18$96.52/sh46,446$4,482,96888,176 total
  • Exercise/Conversion

    Common Stock

    2026-02-18$33.56/sh+19,291$647,406107,467 total
  • Sale

    Common Stock

    [F2]
    2026-02-18$96.53/sh19,291$1,862,16088,176 total
  • Exercise/Conversion

    Employee Stock Option (right to buy)

    [F3]
    2026-02-1819,2910 total
    Exercise: $33.56Exp: 2028-03-26Common Stock (19,291 underlying)
Footnotes (3)
  • [F1]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.02 to $96.85, inclusive. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price in the range, upon request, to the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission.
  • [F2]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.99 to $96.85, inclusive. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price in the range, upon request, to the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission.
  • [F3]These stock options were granted on March 26, 2018 and are fully vested.
Signature
/s/ Alexander J. Vargas, Attorney-in-Fact|2026-02-20

Documents

3 files
  • 4
    wk-form4_1771626759.xmlPrimary

    FORM 4

  • EX-24
  • GRAPHIC
    works-poa2025001.jpg