Locascio Dirk J. 4

What Happened

• Dirk J. Locascio, Chief Financial Officer of US Foods (USFD), had a total of 5,216 shares withheld to satisfy tax obligations arising from the vesting of restricted stock units (RSUs). The withholding occurred in two transactions: 2,478 shares withheld on 2026-03-24 at $91.13 each ($225,820) and 2,738 shares withheld on 2026-03-25 at $92.48 each ($253,210), for a combined value of about $479,030. These were tax-withholding dispositions (transaction code F), not open-market sales.

Key Details

• Transaction dates and prices:
  • 2026-03-24: 2,478 shares @ $91.13 = $225,820 (withheld for taxes)
  • 2026-03-25: 2,738 shares @ $92.48 = $253,210 (withheld for taxes)
• Total shares withheld: 5,216; total value ≈ $479,030.
• Shares owned after transaction: Not specified in this Form 4. Filing notes certain shares are held in trusts deemed beneficially owned by Mr. Locascio (The Debra Locascio 2022 Living Trust and The Dirk J. Locascio 2022 Living Trust).
• Footnotes:
  • F1: Withholding to satisfy tax obligations on vesting RSUs (sell-to-cover).
  • F2/F3: Shares held by the two 2022 Living Trusts are deemed beneficially owned by Mr. Locascio.
• Filing timeliness: Report filed on 2026-03-26 covering transactions on 2026-03-24–03-25; filing appears timely.

Context

• This was a routine tax-withholding event related to RSU vesting (commonly called a sell-to-cover), not an opportunistic open-market sale. Such withholdings are standard and do not necessarily indicate management sentiment about the stock.