PFGC Filings — Performance Food Group Company - FilingSpy
PFGC
Performance Food Group Company
A food distributor that supplies restaurants, schools, hospitals, convenience stores, and theaters across North America, delivering everything from custom-cut meats to cigarettes and candy. Its roots reach back to 1885, when James Capers began peddling groceries in Richmond, Virginia—an operation that grew into Pocahontas Foods and was gathered under the Performance Food Group name in 1987. One fun twist: its convenience arm carries the Core-Mark brand, dating to 1888, when the Glaser brothers opened a small family store in San Francisco.
Performance Food Group director Scott D. Ferguson resigns from board effective August 24, 2026.
The resignation is not due to any disagreement with the Company on operations, policies, or practices.
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Scott D. Ferguson notified the Board of his resignation on August 24, 2026, effective immediately.
He resigned from the Board and all Board committees on which he served.
Ferguson had served as a director since September 2025.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
Performance Food Group elects George L. Holm as Non-Executive Chair, effective January 1, 2027.
Matthew C. Flanigan will become Lead Independent Director after the 2026 Annual Meeting, succeeding Manuel A. Fernandez.
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George L. Holm will transition from Executive Chair to Non-Executive Chair of the Board, effective January 1, 2027.
Directors Manuel A. Fernandez, William F. Dawson Jr., Laura Flanagan, and Scott D. Ferguson will not stand for reelection.
The Board will shrink from 14 to 10 directors after the Annual Meeting, with eight independent directors.
The departures are not due to any disagreement with the Company or Board.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Performance Food Group issues $1.06B 5.625% Senior Notes due 2034 to redeem 2027 notes
Net proceeds, along with revolving credit facility borrowings, were used to redeem all outstanding 5.500% Senior Notes due 2027 at 100% of principal plus accrued interest.
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On February 19, 2026, Performance Food Group, Inc. issued $1.06 billion aggregate principal amount of 5.625% Senior Notes due 2034 at par.
The notes are guaranteed by PFGC, Inc. and certain domestic subsidiaries, but not by Performance Food Group Company.
Holders can require repurchase at 101% of principal upon a Change of Control Triggering Event or at 100% upon certain asset sales.
The notes were offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits
Performance Food Group to offer $1.06B Senior Notes due 2034 to redeem 2027 notes
The notes will be guaranteed by PFGC, Inc. and its material wholly-owned domestic restricted subsidiaries, subject to exceptions.
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On February 9, 2026, Performance Food Group Company announced its indirect subsidiary, Performance Food Group, Inc., intends to offer $1.06 billion aggregate principal amount of Senior Notes due 2034.
Net proceeds, together with revolving credit facility borrowings, will be used to redeem all outstanding 5.500% Senior Notes due 2027 and pay related fees and expenses.
The notes will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, and are not registered under the Securities Act.
The offering is subject to market and other conditions, and the press release was filed as Exhibit 99.1.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Performance Food Group prices $1.06B of 5.625% Senior Notes due 2034
The offering is expected to close on February 19, 2026, subject to customary closing conditions.
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On February 9, 2026, Performance Food Group Company announced that its indirect wholly-owned subsidiary, Performance Food Group, Inc., priced an offering of $1.06 billion aggregate principal amount of 5.625% Senior Notes due 2034.
Net proceeds, together with borrowings under the revolving credit facility, will be used to redeem all outstanding 5.500% Senior Notes due 2027, including related fees and expenses.
The notes will be guaranteed by PFGC, Inc. (the direct parent) and each of its existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions.
The notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and are not registered under the Securities Act.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Performance Food Group reports Q2 FY2026 net sales up 5.2% to $16.4B, adjusts FY2026 guidance
Second-quarter fiscal 2026 net sales increased 5.2% to $16.4 billion, with net income up 45.5% to $61.7 million and diluted EPS up 44.4% to $0.39.
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Adjusted EBITDA for the quarter rose 6.7% to $451.2 million; adjusted diluted EPS was flat at $0.98.
First-six months fiscal 2026 net sales increased 7.9% to $33.5 billion, net income up 3.3% to $155.3 million, and adjusted EBITDA up 11.5% to $931.3 million.
For fiscal 2026, the company now expects net sales of approximately $67.25 billion to $68.25 billion and adjusted EBITDA of approximately $1.875 billion to $1.975 billion, both lower than prior guidance.
Operating cash flow for the first six months was $456.0 million, with free cash flow of $263.7 million.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits