Form 4: PFGC Director Dawson Receives Equity Grant

Performance Food Group Co. Director William F. Dawson Jr. was granted 2,078 deferred stock units, increasing his beneficial ownership to 23,648 shares.

Summary

• Director William F. Dawson Jr. of Performance Food Group Co. (PFGC) was granted 2,078 shares of Common Stock in the form of deferred stock units.
• The transaction date for this grant was November 19, 2025.
• Following this transaction, William F. Dawson Jr. beneficially owns a total of 23,648 shares of Common Stock.
• The deferred stock units were granted at a price of $0.
• The grant is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: The filing reports a routine equity grant to a director, which is generally viewed as a neutral to slightly positive event as it aligns the director's interests with shareholders. It does not indicate any significant positive or negative operational or financial news.

Positives

• The grant of deferred stock units to a director helps align their interests with those of the shareholders, as the value of their compensation is tied to the company's stock performance.

Future Outlook

The deferred stock units will vest in full on the earlier of November 19, 2026, or the next regularly scheduled annual meeting of stockholders of Performance Food Group Company. The shares subject to these units will be issued to the reporting person after their separation from service from the Issuer.

Industry Context

The grant of deferred stock units is a common form of equity compensation for non-employee directors in publicly traded companies. This practice is standard across various industries, including the food distribution sector, to incentivize long-term commitment and align director interests with shareholder value.

Comparison to Industry Standards

• Equity grants, such as deferred stock units, are a standard component of director compensation packages across most publicly traded companies, including those comparable to Performance Food Group Co. in the food service distribution industry like Sysco Corporation (SYY) and US Foods Holding Corp. (USFD).
• The structure of vesting over a period (e.g., one year or until the next annual meeting) and issuance upon separation from service is a typical design for director equity awards, aiming to retain directors and align their long-term interests with the company's performance.

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic decisions.

Next Steps

• The deferred stock units will vest on the earlier of November 19, 2026, or the next regularly scheduled annual meeting of stockholders.
• Shares underlying the units will be issued to William F. Dawson Jr. upon his separation from service from Performance Food Group Company.

Key Dates

Keywords

Performance Food Group, PFGC, Form 4, Insider Transaction, Equity Grant, Director Compensation, Deferred Stock Units, Rule 10b5-1