Every 8-K that Performance Food Group Company (PFGC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PFGC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PFGC filings page.
Performance Food Group Company (PFGC) reported that director Scott D. Ferguson resigned from its Board of Directors and all related committees, effective August 24, 2026. The company states that his decision to resign is not due to any disagreement regarding its operations, policies, or practices. Ferguson had served as a director since September 2025. The filing also identifies the inclusion of a cover page Interactive Data File embedded within Inline XBRL as an exhibit.
Performance Food Group Company (PFGC) announced several Board governance changes. The Board elected George L. Holm, currently Executive Chair, to become Non-Executive Chair effective January 1, 2027. The independent directors also elected Matthew C. Flanigan, who chairs the Audit and Finance Committee, to serve as Lead Independent Director following the 2026 Annual Meeting of Stockholders.
As part of an ongoing Board refreshment process, directors Manuel A. Fernandez, William F. Dawson, Jr., Laura Flanagan and Scott D. Ferguson will not stand for reelection at the 2026 Annual Meeting; this is stated not to result from any disagreement with the company. After the meeting, the Board size will decrease from 14 to 10 directors, including 8 independent directors.
Performance Food Group Company reported solid growth for the fourth quarter and full fiscal year 2026. For Q4, net sales rose 6.4% to $18.0 billion, gross profit grew 8.3% to $2.2 billion, and net income increased 23.4% to $162.3 million. Adjusted EBITDA was $587.5 million, up 7.4%, with diluted EPS of $1.03 and Adjusted Diluted EPS of $1.59.
For fiscal 2026, net sales increased 7.2% to $67.8 billion and gross profit grew 9.1% to $8.1 billion. Net income rose to $359.3 million, up 5.6%, while Adjusted EBITDA advanced 9.2% to $1.93 billion. Diluted EPS was $2.29 and Adjusted Diluted EPS $4.55. Operating cash flow reached $1.41 billion and Free Cash Flow $1.03 billion. Independent Foodservice volume remained a key driver, with total independent case volume up 10.2% for the year.
For fiscal 2027, the company guides net sales of approximately $72.5–$73.0 billion and Adjusted EBITDA of $2.125–$2.225 billion, including the impact of a 53rd week.
Performance Food Group Company reported higher sales and cash generation for the third quarter and first nine months of fiscal 2026, while GAAP earnings declined as costs rose. Third-quarter net sales grew 6.4% to $16.3 billion and gross profit also rose 6.4% to $1.9 billion, driven by 4.4% total case growth, strong independent foodservice volume, a favorable sales mix, and roughly 4.5% product cost inflation.
Operating expenses increased 8.6% to $1.8 billion, reflecting higher personnel, acquisition-related and professional fees, depreciation and amortization, fuel, and insurance, leading to a 28.5% drop in net income to $41.7 million and diluted EPS of $0.27. Non-GAAP Adjusted EBITDA for the quarter rose 6.6% to $410.6 million and Adjusted Diluted EPS increased 1.3% to $0.80.
For the first nine months, net sales grew 7.4% to $49.8 billion and gross profit increased 9.4% to $5.9 billion, while net income declined 5.6% to $197.0 million. Adjusted EBITDA rose 10.0% to $1,341.9 million and Adjusted Diluted EPS reached $2.97. Operating cash flow strengthened to $1,071.9 million and free cash flow to $806.0 million. The company narrowed full-year 2026 guidance, now expecting net sales of about $67.7–$68.0 billion and Adjusted EBITDA of about $1.9–$1.93 billion.
Performance Food Group Company reported that its indirect wholly owned subsidiary, Performance Food Group, Inc., issued and sold $1.06 billion of 5.625% senior notes due March 1, 2034. The notes were issued at par and pay interest semi-annually at 5.625% per year.
The company used the net proceeds, together with borrowings under its asset-based revolving credit facility, to redeem all outstanding 5.500% senior notes due 2027 at 100% of principal plus accrued interest and to pay related fees and expenses. The new notes are guaranteed on a senior unsecured basis by PFGC, Inc. (the parent) and certain existing and future material wholly owned domestic restricted subsidiaries, but not by Performance Food Group Company itself.
The notes include optional redemption features, allowing early redemption with a make-whole premium before March 1, 2029, step-down call prices from 102.813% to 100.000% between 2029 and 2031 and thereafter, and a special equity offering redemption of up to 40% at 105.625% before March 1, 2029. They also contain restrictive covenants and customary events of default, as well as change-of-control and asset sale repurchase rights at defined premiums.
Performance Food Group Company disclosed that its indirect wholly owned subsidiary, Performance Food Group, Inc., has priced an offering of $1.06 billion aggregate principal amount of 5.625% Senior Notes due 2034.
The company anticipates consummating the offering on February 19, 2026, subject to customary closing conditions. PFG intends to use the net proceeds, 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 sold to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S and will not be registered under U.S. securities laws.
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.
Performance Food Group Company furnished an update on its latest quarterly performance. The company filed a current report to note that it issued a press release on February 4, 2026, announcing operating results for its fiscal quarter ended December 27, 2025.
The press release with the detailed financial and operating results is provided as Exhibit 99.1 to the report and is incorporated into the results discussion by reference. An additional exhibit covers the electronic cover page data in Inline XBRL format.
Performance Food Group Company announced a planned leadership transition. George L. Holm will retire and resign as Chief Executive Officer effective January 1, 2026, and will become Executive Chair of the Board. The Board elected Scott E. McPherson, currently President and Chief Operating Officer, to serve as Chief Executive Officer and President and as a director starting the same date, with the Board size increasing from 13 to 14.
McPherson’s base salary will rise to $1 million per year, with a cash incentive target of 150% of salary for fiscal 2026 and an annual long-term equity incentive target of $6 million. He will also receive a $1,750,000 equity grant on January 1, 2026, 60% in performance shares tied to relative total shareholder return versus the Russell 1000 Index over three measurement periods and 40% in time-based restricted stock vesting in three equal installments beginning January 1, 2027. Holm’s salary as Executive Chair will be reduced to $600,000, with a cash incentive target equal to 100% of salary for the remainder of fiscal 2026.
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.
Performance Food Group Company reported the results of its 2025 Annual Meeting of Stockholders. Stockholders elected all nominated directors to one-year terms expiring at the 2026 annual meeting, with each nominee receiving a substantial majority of votes cast, including Barbara J. Beck, Danielle M. Brown, William F. Dawson, Jr., and the other named directors.
Stockholders also ratified the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026, with 142,120,824 votes cast for the proposal. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 140,233,233 votes in favor, 2,190,151 against, and 285,466 abstentions, alongside 2,619,466 broker non-votes.
Performance Food Group Company filed a Form 8-K announcing it furnished a press release with results for the fiscal quarter ended September 27, 2025. The press release is included as Exhibit 99.1.
The company states the information under Item 2.02 and Exhibit 99.1 is furnished, not filed, and therefore not subject to Section 18 liability, nor incorporated by reference unless specifically referenced.
Performance Food Group Company entered into a Cooperation Agreement with Sachem Head Capital and its affiliates, resolving a potential proxy contest around the 2025 annual meeting. Sachem Head withdrew its director nominations and business proposal in connection with the agreement.
The Board expanded from 12 to 13 members and appointed Scott D. Ferguson, a principal of Sachem Head, as a director with a term expiring at the 2025 annual meeting, and to the Audit and Finance Committee. The Company agreed to nominate him on its slate at that meeting, subject to conditions, and his compensation will match other non-employee directors on a prorated basis.
Sachem Head agreed, until a specified standstill termination date, to vote its shares in line with Board recommendations on director elections and most other matters, with limited exceptions tied to proxy advisor recommendations and extraordinary transactions. Mr. Ferguson submitted an irrevocable resignation letter that becomes effective if Sachem Head’s net long ownership falls below 1.0% of common stock or upon certain uncured material breaches of the agreement.
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.
Performance Food Group Company furnished an update on its financial performance by issuing a press release on August 13, 2025. The release announces the company’s results for the fiscal quarter and fiscal year ended June 28, 2025 and is attached as Exhibit 99.1.
The information about these results is provided as furnished, not filed, under securities law, meaning it is not subject to certain liability provisions and is not automatically incorporated into other securities offerings unless specifically referenced.