USFD CEO Disposes of $3.5M in Stock for Tax Withholding
US Foods Holding Corp.
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Filing Summary
USFD CEO Disposes of $3.5M in Stock for Tax Withholding
Company: US Foods Holding Corp. (USFD) Form: 4 | Filed: 2026/02/09 Significance: Low
Insider: Flitman David E Title: Chief Executive Officer | Relationship: Director, Officer
Transaction: • Type: Tax Withholding (Sell) • Shares: 38,405 • Price: $90.33 • Value: $3,469,042 • Owned After: 387,777
Key Insight: This was a non-discretionary sale to cover tax obligations from vested RSUs, not an open-market sale reflecting insider sentiment.
Market Context: The transaction represents a negligible 0.017% of the company's $20.14B market cap.
Comprehensive Analysis
SEC Filing Analysis: US Foods Holding Corp. (USFD)
Executive Summary
- Trading Significance: Low
- Key Takeaway: The CEO disposed of shares in a non-discretionary transaction to cover tax liabilities associated with the vesting of restricted stock units (RSUs).
- Market Impact: This event is considered routine and is expected to have a neutral impact on the stock, as it does not reflect a change in the insider's investment sentiment.
Company Information
| Field | Value |
|---|---|
| Company | US Foods Holding Corp. |
| Ticker Symbol | USFD |
| CIK | 0001665918 |
| Industry | WHOLESALE-GROCERIES & RELATED PRODUCTS |
Insider Information
| Field | Value |
|---|---|
| Name | Flitman David E |
| CIK | 0001367688 |
| Title/Position | Chief Executive Officer |
| Relationship | Director, Officer |
Transaction Details
| Field | Value |
|---|---|
| Form Type | 4 |
| Transaction Date | 2026-02-06 |
| Transaction Code | F - Payment of exercise price or tax liability by delivering or withholding securities |
| Security Type | Common Stock |
| Shares Involved | 38,405 |
| Price Per Share | $90.33 |
| Total Value | $3,469,041.65 |
| Shares Owned After | 387,777 |
| Ownership Type | Direct |
Financial Impact Assessment
Transaction Materiality
| Metric | Value |
|---|---|
| Transaction Value | $3,469,041.65 |
| % of Market Cap | 0.017% |
| Shares Transacted | 38,405 |
| % of Shares Outstanding | 0.017% |
| Post-Transaction Ownership | 387,777 shares (0.174% of outstanding) |
| Materiality Assessment | Low |
Impact Evaluation
- Market Cap Context: For a large-cap company with a market capitalization of $20.14 billion, a transaction of $3.5 million is immaterial.
- Ownership Concentration: The CEO's post-transaction ownership of 0.174% is not a controlling stake and this transaction does not significantly alter his holdings.
- Transaction Significance: The transaction represents less than 0.02% of both the market cap and shares outstanding, falling well below the thresholds for significance. The nature of the transaction (tax withholding) further reduces its importance as a market signal.
Market Impact Analysis
Stock Impact Prediction
- Direction: Neutral
- Reasoning: The filing explicitly states this was a withholding of shares to satisfy tax obligations. These are automated, non-discretionary sales that do not indicate an insider's view on the company's future prospects.
Volume & Sentiment
- Expected Volume Impact: Minimal. The market will likely disregard this transaction as routine executive compensation activity.
- Sentiment Indicator: Neutral. This type of filing does not provide any bullish or bearish signals.
Additional Context
Transaction Notes
- Special Circumstances: The filing's footnote confirms the transaction's purpose: "Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units." This is a common and non-controversial practice.
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Important Disclaimer
This content is drawn from public SEC filings and may contain errors. It is for informational purposes only and is not investment, legal, or tax advice.
Nothing here is a recommendation to buy, sell, or hold any security. Do your own due diligence.
