PFGC Insider Filing: 24,206 Shares Vest; 9,533 Shares Sold at $99.32

Rhea-AI Filing Summary

Hugh Patrick Hatcher, Executive Vice President and Chief Financial Officer of Performance Food Group Company (PFGC), reported multiple equity transactions dated 08/19/2025. The filing shows a performance-based restricted stock grant of 24,206 shares vested at $0, increasing his beneficial ownership to 58,606 shares. He sold 9,533 shares at $99.32, leaving 49,073 shares. He also received a restricted stock grant of 8,055 shares that vests in three equal annual installments starting August 19, 2026, reflecting 57,128 shares reported after that grant. The performance award related to total shareholder return for the period July 3, 2022 to June 28, 2025. The form was signed by an attorney-in-fact on 08/20/2025.

Positive

• Performance-based award vested resulting in 24,206 shares added to beneficial ownership at no cash cost, indicating performance targets were certified as met
• New restricted stock grant of 8,055 shares vests over three years, which aligns executive incentives with long-term retention

Negative

• Sale of 9,533 shares at $99.32 reduced immediate beneficial ownership to 49,073 shares

Insights

Financial Analyst

TL;DR: Insider realized proceeds via a sale but also received vested performance shares and additional restricted stock, modestly changing stake.

The 08/19/2025 transactions are routine compensation-related movements: a performance-based restricted stock award vested based on relative total shareholder return, producing 24,206 shares at no cash cost to the reporting person, while a contemporaneous sale of 9,533 shares at $99.32 reduced immediately held shares. An additional 8,055 restricted shares were granted with multi-year vesting terms, aligning executive pay with future performance. These actions are consistent with compensation realization and retention mechanisms rather than one-off market signaling.

Corporate Governance Expert

TL;DR: Transactions reflect standard incentive plan governance: performance vesting and time-based retention awards alongside a partial disposition.

The filing documents awards under the 2015 Omnibus Incentive Plan: a performance-based grant that vested after certification by the Human Capital and Compensation Committee and a time-vesting restricted stock grant. The mix of realized and unvested equity is typical for senior executives and indicates compensation governance processes were followed, including committee certification. The sale of shares is reported and documented; no amendments or unusual arrangements are disclosed in this Form 4.

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

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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^*

Hatcher Hugh Patrick

(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)		24,206	A	$0	58,606	D
Common Stock	08/19/2025		F		9,533	D	$99.32	49,073	D
Common Stock	08/19/2025		A(2)		8,055	A	$0	57,128	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:

Executive Vice President and Chief Financial 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.
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FAQ

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

The reporting person is Hugh Patrick Hatcher, Executive Vice President and Chief Financial Officer of Performance Food Group Company (PFGC).

What transactions were reported on 08/19/2025 for PFGC?

The Form 4 reports a vested performance-based restricted stock award of 24,206 shares, a sale of 9,533 shares at $99.32, and a grant of 8,055 restricted shares subject to future vesting.

Why did 24,206 shares vest for the reporting person?

Those shares vested because the Human Capital and Compensation Committee certified achievement of applicable performance targets tied to relative total shareholder return for the period July 3, 2022 to June 28, 2025.

When do the newly granted restricted shares vest?

The 8,055 restricted shares vest in three equal annual installments beginning August 19, 2026.

How many shares does Hatcher beneficially own after these transactions?

The Form 4 shows 49,073 shares after the reported sale and reflects other post-transaction counts of 57,128 and 58,606 associated with specific entries; the filing lists these amounts in the transaction table.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by A. Brent King, as Attorney-in-Fact on 08/20/2025.