Every material Form 8-K Performance Food filed with the SEC in 2025, 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 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.
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 →