PFG CEO receives 22,958 time-based restricted shares

Performance Food Group Co (PFGC) reported insider equity activity by President and Chief Executive Officer Scott E. McPherson.

Rhea-AI Filing Summary

Performance Food Group Co (PFGC) reported insider equity activity by President and Chief Executive Officer Scott E. McPherson. On August 18, 2026 he received 13,766 performance-based restricted shares tied to relative total shareholder return and 22,958 time-based restricted shares. On August 18–19, a total of 6,013 shares were withheld to cover exercise price or tax liabilities.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider McPherson Scott E

Role See Remarks

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,321	$103.34	$137K
Grant/Award	Common Stock F1	13,766	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,692	$104.54	$491K
Grant/Award	Common Stock F2	22,958	$0.00	$0.00

Holdings After Transaction: Common Stock — 209,146 shares (Direct)

Footnotes (2)

1. F1. Represents a grant of performance-based restricted stock under the 2015 Omnibus Incentive Plan that vested on the date the Human Capital and Compensation Committee of the Company certified the achievement of the applicable performance targets based on the extent to which the applicable performance goals, which are based on relative total shareholder return, were attained for the performance period of July 2, 2023, to June 27, 2026.
2. F2. Represents a grant of restricted stock that vests in three equal annual installments beginning on August 18, 2027.

Key Figures

Performance-based restricted stock grant: 13,766 shares Time-based restricted stock grant: 22,958 shares Shares withheld for tax or exercise price: 6,013 shares +4 more

7 metrics

Performance-based restricted stock grant 13,766 shares Grant under 2015 Omnibus Incentive Plan tied to relative total shareholder return

Time-based restricted stock grant 22,958 shares Restricted stock vesting in three equal annual installments beginning August 18, 2027

Shares withheld for tax or exercise price 6,013 shares Code F transactions on August 18–19, 2026 for payment of exercise price or tax liability

Disposition price August 18, 2026 $104.54 per share 4,692 shares delivered or withheld for exercise price or tax liability

Disposition price August 19, 2026 $103.34 per share 1,321 shares delivered or withheld for exercise price or tax liability

Performance period for performance-based shares July 2, 2023 to June 27, 2026 Period over which relative total shareholder return goals were measured

Vesting commencement for time-based grant August 18, 2027 First of three equal annual vesting dates for 22,958 restricted shares

Key Terms

performance-based restricted stock, relative total shareholder return, 2015 Omnibus Incentive Plan, restricted stock

4 terms

performance-based restricted stock financial

"Represents a grant of performance-based restricted stock under the 2015 Omnibus Incentive Plan"

Shares granted to employees or executives that are held back and only become actual, tradable stock if the company meets predefined performance targets; until those goals are met the shares cannot be sold. Think of it like a bonus held in escrow that’s released only when specific results are achieved — investors watch these awards because they tie management pay to company outcomes, can dilute existing shareholders when released, and signal how confident or incentivized insiders are to meet growth or profitability goals.

relative total shareholder return financial

"based on the extent to which the applicable performance goals, which are based on relative total shareholder return"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

2015 Omnibus Incentive Plan financial

"grant of performance-based restricted stock under the 2015 Omnibus Incentive Plan that vested"

restricted stock financial

"Represents a grant of restricted stock that vests in three equal annual installments"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did PFGC CEO Scott E. McPherson receive in this Form 4 filing?

Scott E. McPherson received 13,766 performance-based restricted shares that vested upon certification of performance goals and 22,958 restricted shares that vest in three equal annual installments beginning August 18, 2027, all in the form of Common Stock of Performance Food Group Co (PFGC).

How many PFGC shares were withheld for taxes or exercise price in this Form 4?

A total of 6,013 PFGC common shares were disposed of to pay exercise price or tax liabilities: 4,692 shares on August 18, 2026 at $104.54 per share and 1,321 shares on August 19, 2026 at $103.34 per share.

Are the PFGC equity awards to Scott E. McPherson performance-based?

Yes. The filing states that 13,766 shares are a grant of performance-based restricted stock under the 2015 Omnibus Incentive Plan, with vesting based on relative total shareholder return over a performance period from July 2, 2023 to June 27, 2026.

What is the vesting schedule for the time-based PFGC restricted stock grant?

The filing states that 22,958 shares of restricted stock granted to Scott E. McPherson vest in three equal annual installments, beginning on August 18, 2027. The shares are granted at a stated price of $0.00 per share in the Form 4 table.

Were the PFGC insider transactions under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is shown as false, indicating the transactions reported for Scott E. McPherson were not affirmed as being made pursuant to a Rule 10b5-1 trading plan in this filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/20/2026 - 05:00 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McPherson Scott E

(Last) (First) (Middle)

12500 WEST CREEK PARKWAY

(Street)

RICHMOND VIRGINIA 23238

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Performance Food Group Co [ PFGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/18/2026		A(1)		13,766	A	$0	192,201	D
Common Stock	08/18/2026		F		4,692	D	$104.54	187,509	D
Common Stock	08/18/2026		A(2)		22,958	A	$0	210,467	D
Common Stock	08/19/2026		F		1,321	D	$103.34	209,146	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of performance-based restricted stock under the 2015 Omnibus Incentive Plan that vested on the date the Human Capital and Compensation Committee of the Company certified the achievement of the applicable performance targets based on the extent to which the applicable performance goals, which are based on relative total shareholder return, were attained for the performance period of July 2, 2023, to June 27, 2026.

2. Represents a grant of restricted stock that vests in three equal annual installments beginning on August 18, 2027.

Remarks:

President and Chief Executive Officer

	/s/ A. Brent King, as Attorney-in-Fact	08/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)