Performance Food Group Co 8-K

What Happened

• On February 9, 2026, Performance Food Group Co filed an 8‑K and issued a press release stating its indirect wholly‑owned subsidiary, Performance Food Group, Inc., intends, subject to market and other conditions, to offer $1.06 billion aggregate principal amount of Senior Notes due 2034.
• The Notes will be guaranteed by PFGC, Inc. (the Issuer’s direct parent) and each of the Parent’s existing and future material wholly‑owned domestic restricted subsidiaries, subject to certain exceptions. The offering will be made only to qualified institutional buyers under Rule 144A and, outside the U.S., to certain non‑U.S. investors under Regulation S. The Notes will not be registered under the Securities Act.

Key Details

• Offering amount: $1.06 billion aggregate principal.
• Security: Senior Notes due 2034 (senior unsecured debt).
• Guarantees: By PFGC, Inc. and materially‑relevant domestic wholly‑owned subsidiaries (subject to exceptions).
• Placement: Only to qualified institutional buyers (Rule 144A) and non‑U.S. investors under Reg S; not registered under the Securities Act.
• Filing/announcement date: February 9, 2026 (press release attached as Exhibit 99.1).

Why It Matters

• This proposed debt offering would increase the company’s outstanding long‑term liabilities if completed, affecting capital structure and leverage measures used by investors and credit analysts.
• The notes are senior and guaranteed by the parent and certain subsidiaries, which affects relative creditor priority and the credit profile compared with unsecured or subordinated debt.
• Terms (coupon, price, and final size) were not disclosed in the 8‑K; the transaction is subject to market conditions and therefore is not guaranteed to occur. Investors should watch for a pricing/closing announcement or any disclosures about use of proceeds and potential impact on financial metrics.