Performance Food Group insider trades: vested awards and Rule 10b5‑1 sales

Rhea-AI Filing Summary

Erika T. Davis, Executive Vice President and Chief Human Resources Officer of Performance Food Group Company (PFGC), reported multiple equity transactions on 08/19/2025. The Form 4 shows two non‑cash acquisitions: a performance‑based restricted stock grant of 13,616 shares that vested based on relative total shareholder return for the July 3, 2022–June 28, 2025 performance period, and a restricted stock grant of 6,444 shares that vests in three equal annual installments beginning August 19, 2026. The filing also records dispositions totaling 6,513 shares (4,984 shares via Code F at a weighted average price of $99.32 and two sales under a Rule 10b5‑1 plan of 1,100 and 429 shares at weighted averages of $99.55 and $99.91). Following these transactions, Ms. Davis beneficially owned 59,689 shares.

Positive

• Performance‑based award vested: 13,616 shares vested upon committee certification tied to relative total shareholder return for a three‑year performance period.
• Retention award granted: 6,444 restricted shares with three‑year annual vesting beginning August 19, 2026, supporting executive retention.
• Net increase in shares held: Acquisitions (20,060 shares) exceeded dispositions (6,513 shares), increasing beneficial ownership by 13,547 shares to 59,689 shares.

Negative

• Insider sales executed: Dispositions of 6,513 shares were reported, including 4,984 shares sold under Code F and 1,529 shares sold under a Rule 10b5‑1 plan, which could be perceived as liquidity actions by the insider.

Insights

Securities Analyst

TL;DR: Insider received performance and time‑vested restricted stock while executing planned sales under a 10b5‑1 plan; net shareholding increased.

The transactions show compensation delivery via equity and disciplined selling. A performance‑based grant of 13,616 shares vested on certification of performance for a three‑year TSR period, aligning pay with shareholder returns. A separate 6,444‑share restricted award adds time‑based retention through 2026 and beyond. Dispositions total 6,513 shares, executed partly under a pre‑existing Rule 10b5‑1 plan and partly as a Code F disposition; sale prices cluster around $99.3–$99.9, consistent with orderly plan sales rather than ad hoc liquidation. Beneficial ownership moved from prior levels to 59,689 shares after the activity.

Compensation & Governance Specialist

TL;DR: Equity grants and 10b5‑1 sales reflect routine compensation and compliance practices, not an unexpected governance concern.

The filing documents standard practices: performance‑based grants tied to relative TSR and time‑vested restricted stock for retention. The reporting includes a Rule 10b5‑1 plan established Feb 27, 2025, used for part of the sales, which supports compliance with insider trading rules. The mix of vested performance awards and scheduled vesting for new restricted stock is typical of executive compensation design to incentivize long‑term alignment while allowing preplanned liquidity through trading plans.

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).

X

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^*

DAVIS ERIKA T

(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)		13,616	A	$0	59,758	D
Common Stock	08/19/2025		F		4,984	D	$99.32	54,774	D
Common Stock	08/19/2025		A(2)		6,444	A	$0	61,218	D
Common Stock	08/19/2025		S(3)		1,100	D	$99.55(4)	60,118	D
Common Stock	08/19/2025		S(3)		429	D	$99.91(5)	59,689	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.

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on February 27, 2025.

4. The price reported in Column 4 is a weighted average price of all shares sold. The shares were sold in multiple transactions at prices ranging in price from $98.86 to $99.84. The reporting person undertakes to provide to Performance Food Group Company, any security holder of Performance Food Group Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price of all shares sold. The shares were sold in multiple transactions at prices ranging in price from $99.86 to $99.95. The reporting person undertakes to provide to Performance Food Group Company, any security holder of Performance Food Group Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

Executive Vice President and Chief Human Resources 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 transactions did PFGC insider Erika T. Davis report on Form 4?

The Form 4 reports acquisitions of 13,616 performance‑based restricted shares (vested) and 6,444 restricted shares (time‑vested), plus dispositions totaling 6,513 shares on 08/19/2025.

How were the share sales executed by Erika T. Davis?

Sales included 4,984 shares reported under Code F at a weighted average of $99.32 and 1,529 shares sold under a Rule 10b5‑1 plan at weighted averages of $99.55 and $99.91.

Did any performance conditions affect the awarded shares?

Yes. The 13,616 vested shares were performance‑based restricted stock tied to relative total shareholder return for the July 3, 2022–June 28, 2025 performance period and vested upon committee certification.

What is Erika Davis’s beneficial ownership after these transactions?

Following the reported transactions, the filing shows Ms. Davis beneficially owned 59,689 shares.

Was a 10b5‑1 plan used for any sales?

Yes. The Form 4 states the sale of certain shares was effected pursuant to a Rule 10b5‑1 trading plan established on February 27, 2025.