Performance Food Group insider report: Holm receives vested awards and new restricted shares

Rhea-AI Filing Summary

George L. Holm, Chairman and Chief Executive Officer of Performance Food Group Co (PFGC), reported three non-derivative stock transactions on August 19-20, 2025. On 08/19/2025 he was credited with 90,768 performance-based restricted shares that vested at $0 because performance targets were certified for the July 3, 2022–June 28, 2025 period. Also on 08/19/2025 he disposed of 40,937 shares at $99.32 each, leaving 1,610,192 shares beneficially owned. On 08/20/2025 he received 31,655 restricted shares that vest in three equal annual installments beginning August 20, 2026. The Form 4 was signed by an attorney-in-fact on 08/20/2025.

Positive

• Achievement of performance goals led to vesting of 90,768 performance-based restricted shares, indicating certified attainment of relative TSR targets for the performance period
• Significant retained ownership with 1,610,192 shares remaining after the disposition, maintaining CEO alignment with shareholders
• New restricted shares granted (31,655) vest in three annual installments, supporting retention and long-term alignment

Negative

• Partial sale of shares (40,937) at $99.32 reduced immediate insider holdings, which could be viewed as liquidity-taking
• No information on whether the sale was pursuant to a Rule 10b5-1 plan; the form does not indicate a plan for the disposition

Insights

Securities Analyst

TL;DR: CEO received vested performance shares, sold a portion at $99.32, and received new time-based restricted shares vesting from 2026.

This Form 4 shows a mix of compensation realization and portfolio adjustment by the CEO. The 90,768 shares were performance-based awards that vested following certification of relative TSR goals for a three-year performance period, indicating achievement of specified targets tied to shareholder return. The 40,937 share disposition at $99.32 reduced immediate holdings but total beneficial ownership remained substantial at 1,610,192 shares. The 31,655 restricted shares granted on 08/20/2025 are time-vested in three annual tranches beginning in 2026, aligning future incentive realization with continued service.

Corporate Governance Expert

TL;DR: The transactions are routine executive compensation events: vested performance awards, a sale, and new time-based restricted stock grants.

The filing documents standard governance-aligned compensation mechanics: achievement-certified performance awards converted to shares and subsequent time-based awards to retain executive alignment. The sale of 40,937 shares appears to be a partial disposition rather than a full divestiture, leaving significant ownership that preserves alignment with shareholders. The disclosure includes an attorney-in-fact signature, which is acceptable under signature delegation practices.

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^*

HOLM GEORGE L

(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)

X	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)		90,768	A	$0	1,651,129	D
Common Stock	08/19/2025		F		40,937	D	$99.32	1,610,192	D
Common Stock	08/20/2025		A(2)		31,655	A	$0	1,641,847	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 20, 2026.

Remarks:

Chairman and Chief Executive 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

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

The reporting person is George L. Holm, identified as Chairman and Chief Executive Officer of Performance Food Group Co.

How many performance-based shares vested and why?

90,768 performance-based restricted shares vested because the Human Capital and Compensation Committee certified attainment of the applicable performance targets based on relative total shareholder return for July 3, 2022–June 28, 2025.

How many shares were sold and at what price?

On 08/19/2025, 40,937 shares were disposed of at a price of $99.32 per share.

What new awards were granted and when do they vest?

On 08/20/2025, 31,655 restricted shares were granted that vest in three equal annual installments beginning on August 20, 2026.

What is the reporting person’s beneficial ownership after these transactions?

Following the reported transactions, the filing shows 1,610,192 shares beneficially owned after the sale and 1,641,847 after the 08/20/2025 grant prior to any future vesting.