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

Corporate Governance Expert

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.

Securities Analyst

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.

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 VA 23238

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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

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

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

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	08/19/2025		A(1)		15,890	A	$0	169,315	D
Common Stock	08/19/2025		F		5,399	D	$99.32	163,916	D
Common Stock	08/19/2025		A(2)		10,069	A	$0	173,985	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 3, 2022, to June 28, 2025.

2. Represents a grant of restricted stock that vests in three equal annual installments beginning on August 19, 2026.

Remarks:

President and Chief Operating Officer

	/s/ A. Brent King, as Attorney-in-Fact	08/20/2025
	** 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.

FAQ

What insider transactions are reported for PFGC on this Form 4?

The Form 4 reports receipt of 15,890 vested performance-based restricted shares, a grant of 10,069 restricted shares that vest in three equal annual installments beginning August 19, 2026, and a sale of 5,399 shares at $99.32 on 08/19/2025.

Who filed the Form 4 for PFGC and what is their role?

The reporting person is Scott E. McPherson, identified as President and Chief Operating Officer of Performance Food Group.

What performance period governed the vested shares reported?

The vested performance-based restricted stock related to the performance period from July 3, 2022 to June 28, 2025 and was based on relative total shareholder return targets.

How many shares did the reporting person beneficially own after the transactions?

After the reported transactions the filing shows 173,985 shares beneficially owned (direct ownership).

When were the transactions and when was the Form 4 signed?

The transactions occurred on 08/19/2025 and the Form 4 was signed by an attorney-in-fact on 08/20/2025.