[8-K] Performance Food Group Co Reports Material Event

Rhea-AI Filing Summary

Performance Food Group Company reported that it will no longer pursue a potential business combination with US Foods. The two companies mutually agreed to terminate their previously announced information sharing process, effectively ending discussions about combining their businesses.

The company disclosed this update in a current report and attached a press release as an exhibit. The announcement simply confirms that merger talks have stopped and that each company will continue operating separately.

Insights

Equity and M&A Analyst

PFGC and US Foods have ended potential merger discussions.

Performance Food Group Company stated that it and US Foods mutually agreed to stop their information sharing process and will no longer pursue a potential business combination. This indicates that earlier strategic review and exploratory talks toward a combination are now closed.

For investors, this means the standalone strategy for Performance Food Group remains the path forward, without the integration, cost, and scale effects that a combination with US Foods might have created. The filing does not describe alternative transactions or changes to existing operations, so the direct effect is limited to removing the possibility of this specific deal.

Future company communications and periodic reports will be important for understanding how Performance Food Group plans to compete and grow on its own after these merger discussions have ended.

Performance Food Group Co false 0001618673 0001618673 2025-11-24 2025-11-24

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): November 24, 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 November 24, 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.

The Company announced that it and US Foods have mutually agreed to terminate the previously announced information sharing process and will no longer pursue a potential business combination between the two companies.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release dated November 24, 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: November 24, 2025				By:		/s/ A. Brent King
						A. Brent King
						Executive Vice President, General Counsel and Secretary