Performance Food Group (NYSE: PFGC) to issue $1.06B notes to refinance 2027 debt

Rhea-AI Filing Summary

Performance Food Group Company announced that its indirect wholly owned subsidiary, Performance Food Group, Inc., plans, subject to market and other conditions, to offer $1.06 billion aggregate principal amount of Senior Notes due 2034.

PFG intends to use the net proceeds from these notes, together with borrowings under its revolving credit facility, to redeem all of the Issuer’s outstanding 5.500% Senior Notes due 2027, including related fees and expenses. The new notes will be guaranteed by PFGC, Inc., the Issuer’s direct parent, and certain existing and future material wholly owned domestic restricted subsidiaries. The notes will be sold in a private offering to qualified institutional buyers under Rule 144A and to certain non‑U.S. investors under Regulation S, and will not be registered under the Securities Act or state securities laws.

Insights

Corporate credit and capital structure analyst

PFG plans a $1.06 billion note issue to refinance 2027 debt.

Performance Food Group plans to issue $1.06 billion of Senior Notes due 2034. The stated intent is to use net proceeds, alongside revolving credit facility borrowings, to redeem all outstanding 5.500% Senior Notes due 2027, including related fees and expenses.

This transaction represents a capital structure refinancing rather than incremental growth financing. It potentially extends the company’s debt maturity profile by replacing 2027 notes with new 2034 notes, while maintaining guarantees from the parent and certain material domestic restricted subsidiaries, which supports creditor protections.

The notes are being placed privately with qualified institutional buyers under Rule 144A and with non‑U.S. investors under Regulation S, and will not be registered under the Securities Act. Actual impact will depend on final pricing terms of the 2034 notes and execution of the redemption of the 2027 notes as described.

Performance Food Group Co false 0001618673 0001618673 2026-02-09 2026-02-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2026

Performance Food Group Company

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-37578		43-1983182
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12500 West Creek Parkway Richmond, Virginia		23238
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 484-7700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		PFGC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01. OTHER EVENTS.

On February 9, 2026, Performance Food Group Company (the “Company”) issued a press release to announce that its indirect wholly-owned subsidiary, Performance Food Group, Inc. (the “Issuer”), intends, subject to market and other conditions, to offer (the “Offering”) $1.06 billion aggregate principal amount of Senior Notes due 2034 (the “Notes”). The Notes will be guaranteed by PFGC, Inc., the Issuer’s direct parent company (“Parent”), and each of Parent’s existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to certain non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release issued by Performance Food Group Company, dated February 9, 2026
104		Cover page Interactive Data File (embedded within Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				PERFORMANCE FOOD GROUP COMPANY
Date: February 9, 2026				By:		/s/ A. Brent King
				Name:		A. Brent King
				Title:		Executive Vice President, General Counsel and Secretary

3

Exhibit 99.1

NEWS RELEASE

For Immediate Release February 9, 2026 Investors: William S. Marshall SVP, Investor Relations (804) 287-8108 Bill.Marshall@pfgc.com Media: Scott Golden Director, Communications & Engagement (804) 484-7873 Scott.Golden@pfgc.com

Performance Food Group Company Announces Intention

to offer $1.06 billion of Senior Notes

RICHMOND, Va.—Performance Food Group Company (“PFG”) (NYSE: PFGC) announced today that its indirect wholly-owned subsidiary, Performance Food Group, Inc. (the “Issuer”), intends, subject to market and other conditions, to offer $1.06 billion aggregate principal amount of Senior Notes due 2034 (the “notes”). PFG intends to use the net proceeds from the offering, together with borrowings under its revolving credit facility, to redeem all of the Issuer’s outstanding 5.500% Senior Notes due 2027, including to pay fees and expenses related thereto.

The notes will be guaranteed by PFGC, Inc., the Issuer’s direct parent company (“Parent”), and each of Parent’s existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions.

The notes to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes will be offered, by the initial purchasers, only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

This press release is being issued pursuant to Rule 135(c) under the Securities Act, and it is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Performance Food Group Company

Performance Food Group is an industry leader and one of the largest food and foodservice distribution companies in North America with more than 150 locations. Founded and headquartered in Richmond, Virginia, PFG and our family of companies market and deliver quality food and related products to over 300,000 locations including independent and chain restaurants; businesses, schools and healthcare facilities; vending and office coffee service distributors; big box retailers, theaters and convenience stores; and direct to consumers. PFG’s success as a Fortune 100 company is achieved through our approximately 43,000 dedicated associates committed to building strong relationships with the valued customers, suppliers and communities we serve.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to the offering of the notes and intended use of proceeds from the offering. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words.

Such forward-looking statements are subject to various risks and uncertainties. The following factors, in addition to those discussed under the section entitled Item 1A. Risk Factors in PFG’s Annual Report on Form 10-K for the fiscal year ended June 28, 2025 filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2025, as such factors may be updated from time to time in PFG’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, could cause actual future results to differ materially from those expressed in any forward-looking statements:

• costs and risks associated with a potential cybersecurity incident or other technology disruption;

• PFG’s reliance on technology and risks associated with disruption or delay in implementation of new technology, including artificial intelligence;

• economic factors, including inflation or other adverse changes such as a downturn in economic conditions, geopolitical events, tariff increases, or a public health crisis, negatively affecting consumer confidence and discretionary spending;

• PFG’s reliance on third-party suppliers;

• labor relations and cost risks and availability of qualified labor;

• competition in PFG’s industry is intense, and PFG may not be able to compete successfully or adjust cost structure where one or more of PFG’s competitors successfully implement lower costs;

• PFG operates in a low margin industry, which could increase the volatility of its results of operations;

• PFG’s profitability is directly affected by cost inflation and deflation, commodity volatility, and other factors;

• PFG does not have long-term contracts with certain customers;

• group purchasing organizations may become more active in PFG’s industry and increase their efforts to add PFG’s customers as members of these organizations;

• changes in eating habits of consumers;

• extreme weather conditions, including hurricane, earthquake and natural disaster damage and extreme heat or cold;

• volatility of fuel and other transportation costs;

• PFG’s inability to increase its sales in the highest margin portion of its business;

• changes in pricing practices of PFG’s suppliers;

• PFG’s growth and innovation strategy may not achieve the anticipated results;

• risks relating to acquisitions, including the risk that PFG is not able to realize benefits of acquisitions or successfully integrate the businesses it acquires or that it incurs significant integration costs;

• a portion of PFG’s sales volume is dependent upon the distribution of cigarettes and other tobacco products, sales of which are generally declining;

• negative media exposure and other events that damage PFG’s reputation;

• impact of uncollectibility of accounts receivable;

2

• the cost and adequacy of insurance coverage and increases in the number or severity of insurance and claims expenses;

• the potential impacts of shareholder activists or potential bidders;

• the integration of artificial intelligence into PFG’s processes;

• environmental, health, and safety costs, including compliance with current and future environmental laws and regulations relating to carbon emissions and climate change and related legal or market measures;

• PFG’s inability to comply with requirements imposed by applicable law or government regulations, including increased regulation of e-vapor products and other alternative nicotine products;

• increase in excise taxes or reduction in credit terms by taxing jurisdictions;

• the potential impact of product recalls and product liability claims relating to the products PFG distributes and other litigation;

• adverse judgments or settlements or unexpected outcomes in legal proceedings;

• risks relating to PFG’s outstanding indebtedness, including the impact of interest rate increases on its variable rate debt;

• PFG’s ability to raise additional capital on commercially reasonable terms or at all; and

• the possibility that the expected synergies and other benefits from the integration of the acquisition of Cheney Bros., Inc. will not be realized or will not be realized within the expected time period.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in PFG’s filings with the SEC. Any forward-looking statement, including any contained herein, speaks only as of the time of this release or as of the date they were made and PFG does not undertake to update or revise them as more information becomes available or to disclose any facts, events, or circumstances after the date of this press release or PFG’s statement, as applicable, that may affect the accuracy of any forward-looking statement, except as required by law.

# # #

3

FAQ

What debt offering did Performance Food Group Company (PFGC) announce in this 8-K?

Performance Food Group plans to offer $1.06 billion aggregate principal amount of Senior Notes due 2034. The notes will be issued by its indirect wholly owned subsidiary, Performance Food Group, Inc., in a private placement to qualified institutional and certain non-U.S. investors.

How will Performance Food Group Company (PFGC) use the proceeds from the $1.06 billion notes?

Performance Food Group intends to use the net proceeds from the $1.06 billion notes, together with borrowings under its revolving credit facility, to redeem all outstanding 5.500% Senior Notes due 2027, including paying related fees and expenses associated with that redemption.

Who will guarantee the new Senior Notes due 2034 for Performance Food Group (PFGC)?

The new Senior Notes due 2034 will be guaranteed by PFGC, Inc., the Issuer’s direct parent, and by each of Parent’s existing and future material wholly owned domestic restricted subsidiaries, subject to certain exceptions outlined in the company’s disclosure.

Are Performance Food Group’s new Senior Notes due 2034 registered with the SEC?

The new Senior Notes due 2034 will not be registered under the Securities Act or state securities laws. They may only be offered in the United States under an exemption, primarily to qualified institutional buyers under Rule 144A, and to certain non-U.S. investors under Regulation S.

Who can buy the new Performance Food Group (PFGC) Senior Notes due 2034?

The notes will be offered only to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons in transactions outside the United States under Regulation S, consistent with the Securities Act’s private offering exemptions.

What existing debt is Performance Food Group (PFGC) planning to redeem with this transaction?

Performance Food Group plans to redeem all of the Issuer’s outstanding 5.500% Senior Notes due 2027. Net proceeds from the new 2034 notes, combined with revolving credit facility borrowings, are expected to fund the redemption and related fees and expenses.