Potential US Foods deal explored by Performance Food (NYSE: PFGC)

Rhea-AI Filing Summary

Performance Food Group Company disclosed that on September 15, 2025 it entered into a clean team agreement with US Foods Holding Corp.. The agreement allows the companies to share certain non-public, confidential and proprietary information so they can evaluate regulatory considerations and possible synergies for a potential business combination. The disclosure emphasizes that this information exchange is structured through a clean team arrangement, which is commonly used to handle sensitive data in exploratory transaction work. The company also noted that on September 16, 2025 it issued a press release about this event, which is included as Exhibit 99.1.

Insights

M&A and regulatory analyst

PFG and US Foods are formally exploring a potential combination using a clean team framework.

The key development is that Performance Food Group Company and US Foods Holding Corp. have signed a clean team agreement dated September 15, 2025. This permits sharing of certain non-public, confidential and proprietary information specifically to evaluate regulatory considerations and potential synergies tied to a possible business combination.

A clean team structure helps manage antitrust and competitive sensitivities by limiting who can access detailed data and how it is used. The language here centers on a “potential business combination,” so it describes an evaluation stage rather than a completed or agreed transaction. Outcomes would depend on regulatory analysis, synergy assessments and any future agreements between the parties.

The company also referenced a press release dated September 16, 2025 as Exhibit 99.1, which highlights the event to the broader market. Future company communications and filings would be the place where any subsequent steps—such as a definitive merger agreement or a decision not to proceed—would be described if they occur.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Performance Food Group Co false 0001618673 0001618673 2025-09-15 2025-09-15

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): September 15, 2025

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 7.01. Regulation FD Disclosure.

On September 16, 2025, Performance Food Group Company (the “Company”) issued a press release announcing the event discussed in Item 8.01 below. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On September 15, 2025, the Company entered into a clean team agreement with US Foods Holding Corp. to facilitate the sharing of certain non-public, confidential and proprietary information in order to evaluate regulatory considerations and synergies related to a potential business combination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release dated September 16, 2025
104		Cover page Interactive Data File (embedded within Inline XBRL document)

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: September 16, 2025				By:		/s/ A. Brent King
						A. Brent King
						Executive Vice President, General Counsel and Secretary

FAQ

What did Performance Food Group Company (PFGC) disclose in this 8-K filing?

The company reported that on September 15, 2025 it entered into a clean team agreement with US Foods Holding Corp. to share certain non-public, confidential and proprietary information in order to evaluate regulatory considerations and synergies for a potential business combination.

Who is Performance Food Group Company evaluating a potential business combination with?

Performance Food Group Company is evaluating regulatory considerations and synergies for a potential business combination with US Foods Holding Corp. under a clean team agreement dated September 15, 2025.

What is the purpose of the clean team agreement between PFGC and US Foods Holding Corp.?

The clean team agreement is intended to facilitate sharing of certain non-public, confidential and proprietary information so the parties can evaluate regulatory considerations and synergies related to a potential business combination.

Did Performance Food Group Company issue a press release about the potential business combination with US Foods?

Yes. The company stated that on September 16, 2025 it issued a press release announcing the event described in Item 8.01, and that this press release is attached as Exhibit 99.1.

How is the information in Item 7.01 of the PFGC 8-K treated under the Exchange Act?

The company stated that the information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

Does the filing state that a business combination between PFGC and US Foods has been completed?

The disclosure describes a clean team agreement that allows sharing confidential information to evaluate regulatory considerations and synergies for a potential business combination; it focuses on this evaluation step.