Every material Form 8-K Performance Food has filed with the SEC since November 20, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Performance Food Group Company reported its financial results for the first quarter of fiscal 2027, ending September 26, 2026, delivering increases in net sales, net income, and gross profit compared to the prior year period. The company also reiterated its full-year fiscal 2027 financial guidance.
Net sales increased 5.5% to $18.0 billion for the first quarter of fiscal 2027.
Net income increased 38.4% to $129.5 million for the quarter ended September 26, 2026.
Adjusted EBITDA grew 10.0% to $528.0 million.
Full-year fiscal 2027 net sales are expected to be between $72.5 billion and $73.0 billion.
Director Scott D. Ferguson resigned from Performance Food Group's Board and all Board committees effective immediately, as disclosed on August 24, 2026. The company states the resignation is not the result of any disagreement over its operations, policies, or practices. Ferguson had served as a director since September 2025.
Scott D. Ferguson resigned from the Board and all committees he served on, effective immediately
Resignation notice given to the Board on August 24, 2026
Company states no disagreement on operations, policies, or practices led to the resignation
Performance Food Group said Matthew C. Flanigan will succeed Manuel A. Fernandez as Lead Independent Director after the 2026 Annual Meeting, and that Fernandez and three other directors will not stand for reelection. The Board will shrink from 14 to 10 directors, eight of them independent, and George L. Holm will move from Executive Chair to Non-Executive Chair effective January 1, 2027. The company said the departures were not the result of any disagreement with the company or the Board.
Board to decrease from 14 to 10 directors after the 2026 Annual Meeting, with eight independent
Matthew C. Flanigan, current Audit and Finance Committee chair, to succeed Manuel A. Fernandez, who has served as Lead Independent Director since 2019
Fernandez, William F. Dawson, Jr., Laura Flanagan and Scott D. Ferguson will not stand for reelection
George L. Holm becomes Non-Executive Chair effective January 1, 2027, having been Executive Chair
Performance Food Group reported fourth-quarter fiscal 2026 net sales up 6.4% to $18.0 billion and net income up 23.4% to $162.3 million, with full-year net income up 5.6% to $359.3 million. The company also issued fiscal 2027 guidance of $72.5 billion to $73.0 billion in net sales and $2.125 billion to $2.225 billion in Adjusted EBITDA, which is useful context for shareholders assessing the year ahead.
Q4 fiscal 2026 diluted EPS rose 22.6% to $1.03, while Adjusted Diluted EPS rose 2.6% to $1.59
Full-year fiscal 2026 net sales rose 7.2% to $67.8 billion and diluted EPS rose 5.0% to $2.29
Fiscal 2027 guidance: Q1 net sales of $17.9 billion to $18.1 billion; full-year Adjusted EBITDA of $2.125 billion to $2.225 billion
As of June 27, 2026, $498.5 million remained available under the share repurchase program
Performance Food Group reported fiscal third-quarter 2026 results on May 6, 2026, with net sales up 6.4% to $16.3 billion and Adjusted EBITDA up 6.6% to $410.6 million, while net income fell 28.5% to $41.7 million and diluted EPS fell 27.0% to $0.27. The company narrowed its full-year fiscal 2026 net sales and Adjusted EBITDA guidance ranges, which gives shareholders a tighter outlook for the year.
Q3 net sales rose 6.4% to $16.3 billion; total independent Foodservice case volume rose 7.3%.
Q3 net income decreased $16.6 million to $41.7 million, and diluted EPS was $0.27 versus $0.37 a year earlier.
Q3 Adjusted EBITDA rose 6.6% to $410.6 million; Adjusted Diluted EPS rose 1.3% to $0.80.
Fiscal 2026 Adjusted EBITDA guidance narrowed to approximately $1.9 billion to $1.93 billion from $1.875 billion to $1.975 billion.
Performance Food Group's subsidiary sold $1.06 billion of 5.625% senior notes maturing March 1, 2034, and used the proceeds, plus revolver borrowings, to redeem its 5.500% senior notes due 2027. The deal refinances existing debt and adds new long-term borrowing with the same parent-level guarantees.
Issuer sold $1.06 billion aggregate principal of 5.625% Senior Notes due 2034, issued at par on February 19, 2026
Proceeds, with revolving credit facility borrowings, were used to redeem all outstanding 5.500% Senior Notes due 2027 at 100% of principal plus accrued interest
Notes are guaranteed by Parent and certain domestic subsidiaries, but not by the Company (PFGC)
Notes can be redeemed at par plus a make-whole premium before March 1, 2029
Performance Food Group reported fiscal second-quarter 2026 net sales of $16.4 billion, up 5.2%, and net income of $61.7 million, up 45.5%. The company lowered its full-year fiscal 2026 net sales and Adjusted EBITDA ranges, citing a refined outlook, while Adjusted Diluted EPS was flat at $0.98 for the quarter.
Q2 fiscal 2026 net sales rose 5.2% to $16.4 billion; diluted EPS was $0.39 versus $0.27 a year earlier.
Adjusted Diluted EPS remained flat at $0.98; Adjusted EBITDA rose 6.7% to $451.2 million.
Full-year fiscal 2026 Adjusted EBITDA outlook lowered to $1.875 billion to $1.975 billion from $1.9 billion to $2.0 billion.
Full-year net sales outlook lowered to $67.25 billion to $68.25 billion from $67.5 billion to $68.5 billion.
Performance Food Group announced that Chairman and CEO George Holm will retire as CEO effective January 1, 2026, and become Executive Chair. President and COO Scott McPherson will succeed him as CEO and join the board on the same date. The filing describes the change as a planned succession process, with no financial results disclosed.
Scott McPherson, 55, becomes CEO and President and joins the board of 14 directors effective January 1, 2026, up from 13
George Holm becomes Executive Chair; his fiscal 2026 salary is reduced to $600,000 for the remainder of the year
McPherson's base salary rises to $1 million, with a 150% annual cash incentive target and a $6 million long-term equity target
McPherson receives a $1,750,000 equity grant on January 1, 2026, 60% performance shares tied to relative total shareholder return and 40% time-based restricted stock
Performance Food Group reported first-quarter fiscal 2026 results for the quarter ended September 27, 2025. Net sales rose 10.8% to $17.1 billion and Adjusted EBITDA rose 16.6% to $480.1 million, but net income fell 13.3% to $93.6 million and diluted EPS fell 13.0% to $0.60. The company raised its full-year fiscal 2026 net sales outlook, while keeping its Adjusted EBITDA outlook unchanged.
Net sales rose 10.8% to $17.1 billion, with the Cheney Brothers acquisition cited as a main driver.
Net income fell 13.3% to $93.6 million, and diluted EPS was $0.60 versus $0.69 a year earlier.
Full-year fiscal 2026 net sales outlook raised to $67.5 billion to $68.5 billion from $67 billion to $68 billion; Adjusted EBITDA outlook unchanged at $1.9 billion to $2.0 billion.
Free cash flow was negative $224.1 million, and $500 million remained available for share repurchases as of September 27, 2025.
Performance Food Group Company entered a cooperation agreement with activist investor Sachem Head Capital Management on September 23, 2025, and withdrew Sachem Head's nominations for the 2025 annual meeting. Scott D. Ferguson, a Sachem Head principal, joined the board, which grew from 12 to 13 directors, and joined the Audit and Finance Committee.
Scott D. Ferguson appointed to the board, term expiring at the 2025 Annual Meeting, and to the Audit Committee
Board size increased from twelve to thirteen directors; the company says 12 of 13 are independent
Sachem Head agreed to customary standstill and voting commitments; agreement runs until the later of a date tied to 2026 annual meeting nomination deadlines or 20 days after Ferguson leaves the board
Ferguson must resign if Sachem Head's net long position falls below 1.0% of common stock
Performance Food Group said Executive Vice President and Chief Development Officer Craig H. Hoskins will retire on January 5, 2026, and then serve as a consultant through December 31, 2026. The Letter Agreement sets consulting pay of $350,000 and a fiscal 2026 restricted stock award with a $500,000 grant date value.
Craig H. Hoskins notified the company on August 19, 2025 of his intention to retire and resign as Executive Vice President and Chief Development Officer.
Retirement Date is January 5, 2026; consulting period runs through December 31, 2026.
Consulting compensation totals $350,000, with a portion paid at the end of the consulting period, subject to a release of claims.
Hoskins is eligible for a fiscal 2026 restricted stock award with a $500,000 grant date value and 100% of his fiscal 2026 annual bonus at actual performance.
Performance Food Group reported fourth-quarter and full-year fiscal 2025 results for periods ended June 28, 2025, in a press release furnished as Exhibit 99.1. Quarterly net sales grew 11.5% to $16.9 billion, but GAAP net income fell 21.0% to $131.5 million as depreciation, amortization and interest expense rose following acquisitions, including Cheney Brothers. The company also issued fiscal 2026 guidance calling for net sales of $67 billion to $68 billion and Adjusted EBITDA of $1.9 billion to $2.0 billion.
Q4 fiscal 2025 net sales rose 11.5% to $16.9 billion, while diluted EPS fell 21.5% to $0.84
Q4 Adjusted Diluted EPS rose 6.9% to $1.55; full-year Adjusted Diluted EPS rose 4.2% to $4.48 (non-GAAP)
Fiscal 2026 outlook: net sales of $67 billion to $68 billion and Adjusted EBITDA of $1.9 billion to $2.0 billion
On May 27, 2025, the board authorized a new $500 million share repurchase program; $500 million remained available as of June 28, 2025
Performance Food Group reported fiscal third-quarter 2025 results for the quarter ended March 29, 2025. Net sales rose 10.5% to $15.3 billion and Adjusted EBITDA rose 20.1% to $385.1 million, but net income fell 17.2% to $58.3 million and diluted EPS fell 17.8% to $0.37; the company also lowered the top end of its full-year net sales and Adjusted EBITDA ranges, citing a difficult February, which matters to shareholders because the company's outlook for fiscal 2025 is now lower at the high end.
Net sales for the quarter rose 10.5% to $15.3 billion, while net income fell 17.2% to $58.3 million and diluted EPS fell 17.8% to $0.37.
Full-year fiscal 2025 net sales outlook is now $63 billion to $63.5 billion, down from $63 billion to $64 billion.
Full-year fiscal 2025 Adjusted EBITDA outlook is now $1.725 billion to $1.75 billion, down from $1.725 billion to $1.8 billion.
Operating cash flow for the first nine months was $827.1 million, compared with $956.7 million a year earlier.
Performance Food Group reported fiscal second-quarter 2025 net sales up 9.4% to $15.6 billion and Adjusted EBITDA up 22.5% to $423.0 million, but net income fell 45.8% to $42.4 million and diluted EPS fell 46.0% to $0.27, mainly due to higher interest expense from recent acquisitions. The company raised its full-year fiscal 2025 net sales and Adjusted EBITDA outlook, which matters to shareholders because the higher sales forecast is paired with lower reported profit so far.
Q2 net sales rose 9.4% to $15.6 billion, driven by recent acquisitions including Cheney Brothers.
Q2 net income fell $35.9 million to $42.4 million, primarily due to a $38.8 million increase in interest expense.
Full-year fiscal 2025 net sales outlook raised to about $63 billion to $64 billion from $62.5 billion to $63.5 billion.
Full-year Adjusted EBITDA outlook raised to $1.725 billion to $1.8 billion from $1.7 billion to $1.8 billion.
Performance Food Group said its board appointed Scott McPherson as president and chief operating officer, effective January 1, 2025, and Craig Hoskins as executive vice president and chief development officer on the same date. Hoskins will lead integration of the recently acquired Cheney Brothers and Jose Santiago businesses, and McPherson's pay package was set in connection with the changes.
Board appointed both executives on December 13, 2024; changes take effect January 1, 2025.
McPherson's base salary increased to $750,000 per year, effective December 29, 2024, with a long-term equity award target of $2,500,000.
McPherson received a $450,000 time-based restricted stock grant vesting in three equal installments on January 1, 2026, 2027 and 2028.
Hoskins, currently president and COO, will lead integration of Cheney Brothers Inc. and Jose Santiago Inc.
At its 2024 Annual Meeting on November 20, 2024, Performance Food Group stockholders elected 12 directors to one-year terms, ratified Deloitte & Touche LLP as auditor for fiscal 2025, and approved the compensation of named executive officers in a non-binding vote. They also approved the 2024 Omnibus Incentive Plan, which governs the company's equity incentive program, so shareholders' approval of the plan is now in place. The filing does not report financial results.
Twelve directors elected, including George L. Holm and Warren M. Thompson; the most votes against any director was 2,290,778 (Jeffrey M. Overly)
2024 Omnibus Incentive Plan approved with 140,803,363 votes for and 1,753,164 against
Deloitte & Touche LLP ratified as independent auditor for fiscal 2025 with 145,299,856 votes for and 2,403,379 against
Advisory vote on named executive officer compensation approved with 141,673,998 votes for and 843,122 against
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Performance Food filing is on SEC EDGAR ↗. 8-K briefs of other companies →