Performance Food Group Co 8-K

What Happened
Performance Food Group Co. (through its indirect subsidiary Performance Food Group, Inc.) announced on February 19, 2026 that it issued $1.06 billion aggregate principal amount of 5.625% Senior Notes due March 1, 2034. The notes were issued at par, pay interest semi‑annually, and were sold under an indenture with U.S. Bank Trust Company, N.A. as trustee. The company used the net proceeds, together with borrowings under its revolving credit facility, to redeem all outstanding 5.500% Senior Notes due 2027 on the same date and to pay related fees and expenses.

Key Details

• Issuance: $1.06 billion of 5.625% Senior Notes due March 1, 2034; issued Feb 19, 2026; interest paid semi‑annually.
• Redemption: All outstanding 5.500% Senior Notes due 2027 redeemed Feb 19, 2026 at 100% of principal plus accrued interest.
• Guarantees: Notes are fully and unconditionally guaranteed on a senior unsecured basis by PFGC, Inc. (the parent) and each material wholly‑owned domestic restricted subsidiary that guarantees certain other indebtedness; the operating company (the Company) is not a guarantor.
• Key protections and rights: Change‑of‑control and certain asset‑sale repurchase rights (holders can require repurchase at 101% or 100% of principal, respectively); optional redemption features with make‑whole provisions and staged redemption prices starting March 1, 2029; up to 40% optional redemption prior to March 1, 2029 with qualifying equity proceeds at 105.625%.
• Covenants and defaults: Notes include customary covenants limiting additional debt, dividends, certain investments, liens, affiliate transactions, dispositions and some mergers; contain standard events of default and remedies.
• Offering: Sold in the U.S. to qualified institutional buyers under Rule 144A and offshore under Regulation S.

Why It Matters
This filing reflects a material financing decision: PFGC replaced near‑term 2027 debt with longer‑dated 2034 notes, extending its maturity profile while setting a fixed 5.625% interest cost. For investors, this creates a new senior unsecured obligation on the company’s balance sheet and alters the company’s upcoming debt maturities and interest expense timeline. The guarantees by the parent and certain subsidiaries affect creditor priority, and the covenants and repurchase rights are standard protections that may influence future capital actions (dividends, share repurchases, additional borrowing).