Performance Food Group: Funds propose $151M share sale

The reported holdings include open-market-purchase shares and shares from physical settlement of total return swaps.

Available on EDGAR 11/03/2026 - 08:51 PM EST Accepted by SEC EDGAR 11/03/2026 - 08:50 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Sachem Head Capital Management LP reported that certain funds it manages propose to sell 1,500,000 Performance Food Group Co (PFGC) common shares, with an approximate sale date of November 3, 2026. Jones Trading Institutional Services, LLC is listed as broker, and the proposed shares have an aggregate market value of $151.26 million.

The selling account is identified as an affiliate of a former director; the remarks identify Scott Ferguson, Sachem Head's managing partner, as a former director of Performance Food Group Co. The company had 157,533,032 shares outstanding as of August 5, 2026. Listed share sources include 1,152,534 shares from an open-market purchase dated November 6, 2024, and 347,466 shares from physical settlement of total return swaps dated September 16, 2025.

Key Figures

Proposed sale: 1,500,000 common shares Aggregate market value: $151.26 million Shares outstanding: 157,533,032 shares +2 more

5 metrics

Proposed sale 1,500,000 common shares Approximate sale date: November 3, 2026

Aggregate market value $151.26 million Based on the closing sale price on November 2, 2026

Shares outstanding 157,533,032 shares As of August 5, 2026

Open-market purchase 1,152,534 shares November 6, 2024

Physical settlement of total return swaps 347,466 shares September 16, 2025

Key Terms

Rule 144, total return swaps, physical settlement, aggregate market value

4 terms

Rule 144 regulatory

"paragraph (a) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

total return swaps financial

"Physical settlement of total return swaps with third-party financial institution"

A total return swap is a contract where one party agrees to pay another the full economic performance—price changes plus income—of an asset, while the other party pays a regular fee or interest. Think of it like renting the gains and losses of a stock or bond without owning it: investors can gain exposure, hedge positions, or add leverage more cheaply, but they take on the risk that the counterparty might fail to honor payments and that synthetic holdings can affect leverage and transparency.

physical settlement financial

"Physical settlement of total return swaps with third-party financial institution"

Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

aggregate market value financial

"The aggregate market value is based on the closing sale price"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PFGC shares does Sachem Head propose to sell?

Certain funds managed by Sachem Head Capital Management LP propose to sell 1,500,000 PFGC common shares. The approximate sale date is November 3, 2026, Jones Trading Institutional Services, LLC is listed as broker, and the aggregate market value is $151.26 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001582090
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Performance Food Group Co
SEC File Number	001-37578
Address of Issuer	12500 West Creek Parkway Richmond VIRGINIA 23238
Phone	804-484-7700
Name of Person for Whose Account the Securities are To Be Sold	Sachem Head Capital Management LP
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Affiliate of Former Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Jones Trading Institutional Services, LLC 555 St. Charles Drive, Ste. 200 Thousand Oaks CA 91360	1500000	151260000.00	157533032	11/03/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	11/06/2024	Open Market Purchase	N/A			1152534	11/06/2024	Cash
Common	09/16/2025	Physical settlement of total return swaps with third-party financial institution	N/A			347466	09/16/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	Sachem Head Capital Management LP (SHCM) is the investment manager of certain funds that are selling the shares. Scott Ferguson, managing partner of SHCM, is a former director of the Issuer. The aggregate market value is based on the closing sale price of the common stock on 11/02/2026. The number of securities outstanding is as of 08/05/2026. The shares purchased in open market purchases and proposed to be sold were acquired and paid for between 11/06/2024 and 08/19/2025.
Date of Notice	11/03/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Michael Adamski, as General Counsel
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)