Form 4: US Foods CFO Sells Shares for Tax Obligations

US Foods Holding Corp.'s EVP and CFO, Dirk J. Locascio, disposed of shares to cover tax liabilities from restricted stock unit vesting.

Summary

• Dirk J. Locascio, Executive Vice President and Chief Financial Officer of US Foods Holding Corp. (USFD), reported transactions involving the disposition of common stock.
• On March 24, 2026, Mr. Locascio disposed of 2,478 shares of common stock at a price of $91.13 per share.
• On March 25, 2026, an additional 2,738 shares of common stock were disposed of at a price of $92.48 per share.
• These dispositions were made to satisfy tax obligations in connection with the vesting of restricted stock units.
• Following these transactions, Mr. Locascio directly beneficially owns 113,295 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, totaling 212,580 shares beneficially owned.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-slightly-positive event. While it involves a disposition of shares, it is a non-discretionary sale for tax purposes following the vesting of restricted stock units, which is an earned compensation event.

Positives

• The underlying event for the share disposition was the vesting of restricted stock units, indicating that Mr. Locascio earned compensation as part of his executive package.

Negatives

• The direct beneficial ownership of common stock by a key executive, Dirk J. Locascio, decreased by a total of 5,216 shares (2,478 + 2,738) due to tax withholding.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that transactions involving the disposition of shares to cover tax obligations upon the vesting of restricted stock units are a routine and common occurrence for executives across various industries, reflecting standard compensation practices.

Comparison to Industry Standards

• The practice of withholding shares to satisfy tax obligations upon RSU vesting is a standard mechanism in executive compensation plans across publicly traded companies, aligning with global benchmarks for managing equity awards.
• This type of transaction is comparable to similar filings by executives at peer companies in the food distribution sector, such as Sysco Corporation (SYY) or Performance Food Group Company (PFGC), where equity compensation is a significant component of executive pay.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, non-discretionary transaction for tax purposes and does not reflect a change in management's confidence or company fundamentals.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary sale of shares by a key executive to cover tax obligations related to restricted stock unit vesting. It does not provide new information regarding the company's operational performance, strategic direction, or management's discretionary view on the stock's future, thus warranting a 'hold' recommendation for seasoned investors.

Keywords

USFD, US Foods Holding Corp., Dirk J. Locascio, Form 4, insider transaction, stock sale, executive compensation, restricted stock units, tax withholding