Form 4: US Foods CFO Exercises Options and Sells Shares Under Pre-Arranged Plan
Insider Transaction Report
US Foods Holding Corp.'s EVP and Chief Financial Officer, Dirk J. Locascio, executed a pre-planned transaction involving the exercise of stock options and the subsequent sale of common stock on July 10, 2025.
Summary
- Dirk J. Locascio, EVP, Chief Financial Officer of US Foods Holding Corp. (USFD), engaged in a pre-arranged transaction on July 10, 2025.
- The transaction involved the exercise of 7,500 employee stock options at an exercise price of $13.29 per share.
- Concurrently, 7,500 shares of common stock were sold at a price of $80.00 per share.
- These transactions were conducted pursuant to a Rule 10b5-1 trading plan, indicating they were pre-scheduled and not a reaction to immediate market conditions.
- Following these transactions, Mr. Locascio directly holds 115,077 shares of common stock.
- Additionally, Mr. Locascio indirectly beneficially owns 20,000 shares through The Debra Locascio 2022 Living Trust and 79,285 shares through The Dirk J. Locascio 2022 Living Trust.
- A total of 22,752 employee stock options remain beneficially owned by Mr. Locascio after the reported exercise.
Sentiment
Score: 5
Explanation: The sentiment is neutral. While an executive selling shares can sometimes be perceived negatively, the fact that it was done under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling. It represents a routine compensation-related transaction.
Positives
- The transaction was executed under a Rule 10b5-1 trading plan, which suggests a pre-planned and orderly disposition of shares, reducing concerns about opportunistic insider selling.
- The exercise price of the options ($13.29) is significantly lower than the sale price ($80.00), indicating a substantial gain for the executive on the exercised shares.
Negatives
- The sale of 7,500 shares by a key executive, even if pre-planned, represents a reduction in direct insider ownership.
Future Outlook
The document does not provide any forward-looking statements or guidance regarding the company's future financial performance or strategic direction. It solely reports an insider transaction.
Industry Context
This Form 4 filing is a routine disclosure of an insider transaction and does not provide broader insights into US Foods Holding Corp.'s position within the foodservice distribution industry or its competitive landscape. Such transactions are common for executives managing their personal portfolios and compensation.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Dirk J. Locascio granted a Power of Attorney to Martha Ha and Brett R. Schroeder to prepare, execute, and submit SEC Forms 3, 4, and 5 on his behalf, ensuring compliance with Section 16(a) of the Securities Exchange Act of 1934. | 2023-11-08 | This streamlines the process for timely and accurate insider trading disclosures for Mr. Locascio, enhancing compliance efficiency. |
Related Party Transactions
- The reported transaction is an insider transaction, specifically the exercise of employee stock options and subsequent sale of common stock by a key executive (CFO) of US Foods Holding Corp. This falls under the umbrella of related party dealings as it involves a transaction between the company's securities and an executive.
Stakeholder Impact
- Shareholders: The sale of shares by a CFO could be interpreted as a slight negative signal, though its execution under a 10b5-1 plan mitigates this. The transaction itself does not directly impact the company's operations or financial health.
- Employees: No direct impact on employees is indicated by this filing.
- Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.
Key Dates
| Date | Description |
|---|---|
| 2020-03-23 | Date the employee stock option was granted. |
| 2021-03-23 | Date when the first of three equal annual installments of the stock option vested and became exercisable. |
| 2023-11-08 | Date Dirk J. Locascio executed the Power of Attorney for SEC filings. |
| 2025-07-10 | Date of the reported stock option exercise and common stock sale transaction. |
| 2025-07-14 | Date the Form 4 filing was signed by Martha Ha, Attorney In Fact. |
| 2030-03-23 | Expiration date of the employee stock option. |
Recommendation
holdKeywords
US Foods Holding Corp., USFD, Dirk J. Locascio, SEC Form 4, Insider Trading, Stock Option Exercise, Share Sale, Rule 10b5-1 Plan, Executive Compensation, Financial Officer
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.