[144] Performance Food Group Company SEC Filing

Rhea-AI Filing Summary

Performance Food Group Company (PFGC) – Form 144 filing. Chairman George Holm has filed a notice to sell up to 70,872 common shares through Morgan Stanley Smith Barney on or about 1 Aug 2025 on the NYSE. At the most recent market price used in the filing, the shares represent an aggregate value of $7.12 million.

The shares will be obtained via same-day cash exercise of stock options executed on the planned sale date. Outstanding shares total 156,090,902; the proposed sale equals roughly 0.05 % of shares outstanding.

The filing also discloses two prior 10b5-1 sales by Holm within the last three months: 35,436 shares on 1 Jul 2025 for $3.13 million and 35,435 shares on 2 Jun 2025 for $3.15 million, bringing recent insider dispositions to about 141 k shares (~0.09 % of outstanding) and $13.4 million in proceeds.

While the dollar amounts are meaningful for the insider, the percentage of float is immaterial at a company level. The use of a Rule 10b5-1 trading plan and prompt disclosure may mitigate concerns around information asymmetry, but investors often monitor clustered insider selling for sentiment cues.

Positive

• Transparent 10b5-1 plan reduces risk of trading on undisclosed information.
• Sale size is only 0.05 % of shares outstanding, limiting dilution or market impact.

Negative

• Continued insider selling by the chairman (≈141 k shares in 3 months) could be viewed as a sentiment headwind.

Insights

Securities Analyst

TL;DR – Small (<0.1 %) insider sale under 10b5-1 plan; limited valuation impact but worth monitoring sentiment.

The 70.9 k-share notice equates to just 0.05 % of PFGC’s 156 m share base, following two similar-sized sales in the prior months. Dollar proceeds (~$7.1 m) are modest relative to PFGC’s ~$12 bn market cap. Because the sale is linked to an option exercise and disclosed via Form 144, I view liquidity and tax diversification as primary motives rather than deteriorating fundamentals. The use of a 10b5-1 plan enhances transparency and reduces the likelihood of trading on non-public information. Overall, I classify the filing as neutral to share price.

Corporate Governance Expert

TL;DR – Repeated chairman sales raise optics questions but remain compliant and quantitatively immaterial.

Holm’s third planned disposition in three months could be perceived negatively by momentum-driven investors. However, Rule 144 and 10b5-1 framework signal procedural integrity. Aggregate insider selling of ~141 k shares year-to-date is far below levels generally associated with governance red flags (>1 % float). No sales by other executives are disclosed here, suggesting activity is not broad-based. Governance risk score therefore unchanged.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

Relationship to Issuer

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	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	70872	7115548.80	156090902	08/01/2025	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	08/01/2025	Exercise of Stock Options	Issuer			70872	08/01/2025	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for GEORGE HOLM 12500 West Creek Parkway Richmond VA 23238	Common	07/01/2025	35436	3131752.18
10b5-1 Sales for GEORGE HOLM 12500 West Creek Parkway Richmond VA 23238	Common	06/02/2025	35435	3153381.91

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many PFGC shares does George Holm plan to sell under this Form 144?

The notice covers 70,872 common shares.

What is the estimated market value of the proposed PFGC share sale?

The filing lists an aggregate value of approximately $7.12 million.

When is the approximate sale date for these PFGC shares?

The shares are expected to be sold on or about 1 August 2025.

How does the sale compare with PFGC's total shares outstanding?

It represents roughly 0.05 % of the 156,090,902 shares outstanding.

Were there recent insider sales by the same executive?

Yes, Holm sold 35,436 shares on 1 Jul 2025 and 35,435 shares on 2 Jun 2025.

Is the proposed sale part of a Rule 10b5-1 trading plan?

Yes, the filing references a 10b5-1 sales plan.