PFGC Insider McPherson: Performance RSUs Vest; 5,399 Shares Sold at $99.32
Rhea-AI Filing Summary
Form 4 for Performance Food Group (PFGC) reports insider transactions by Scott E. McPherson, President and Chief Operating Officer. On 08/19/2025 Mr. McPherson received 15,890 shares that vested from a performance-based restricted stock grant tied to relative total shareholder return for the July 3, 2022 to June 28, 2025 performance period, and received an additional 10,069 restricted shares that vest in three equal annual installments beginning August 19, 2026. The filing also shows a disposition of 5,399 shares sold at $99.32 per share. After these transactions Mr. McPherson beneficially owned 173,985 shares (direct ownership). The form was signed by an attorney-in-fact on 08/20/2025.
Positive
- Performance-based grant vested (15,890 shares), indicating applicable TSR performance targets were certified as achieved
- New restricted stock grant (10,069 shares) vests over three years, supporting executive retention
Negative
- Disposition of 5,399 shares sold at $99.32, which reduces the reporting person’s direct holdings
Insights
TL;DR: Company-certified performance awards vested, indicating achieved TSR targets; additional time-vesting awards align with retention goals.
The grant of 15,890 performance-based restricted shares that vested upon certification signals the Company determined the relative total shareholder return targets for the July 3, 2022 to June 28, 2025 period were met to some degree. The separate grant of 10,069 restricted shares vesting in equal annual installments supports executive retention through 2026 and beyond. These are routine compensation and governance actions; no governance red flags are evident from this single Form 4.
TL;DR: Insider received performance- and time-based equity and sold a small portion of holdings; transactions appear routine and not materially dilutive.
The vested performance award (15,890 shares) and the new time-vesting award (10,069 shares) increase near-term insider holdings but reflect compensation rather than market-moving events. The reported sale of 5,399 shares at $99.32 reduces direct holdings modestly; post-transaction direct beneficial ownership is 173,985 shares. Given the scale relative to total holdings disclosed, these transactions likely have neutral impact on valuation expectations absent other disclosures.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 15,890 | $0.00 | -- |
| Tax Withholding | Common Stock | 5,399 | $99.32 | $536K |
| Grant/Award | Common Stock | 10,069 | $0.00 | -- |
Footnotes (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 3, 2022, to June 28, 2025. Represents a grant of restricted stock that vests in three equal annual installments beginning on August 19, 2026.
