PFGC EVP Erika Davis Receives Awards, Sells 7,109 Shares

What Happened

• Erika T. Davis, Executive Vice President and Chief Human Resources Officer of Performance Food Group (PFGC), received equity awards and disposed of a portion of the shares. She was granted 12,619 performance-based restricted shares that vested and 6,697 time-based restricted shares (future vesting). To satisfy tax obligations and under a pre-set trading plan she disposed of a total of 7,109 shares for aggregate proceeds of about $742,165.
• Breakdown:
  • 12,619 shares granted (performance-based RSU) — $0.00 per share (vested) (F1)
  • 6,697 shares granted (time-based RSU) — $0.00 per share; vests in three equal annual installments beginning 8/18/2027 (F2)
  • 4,611 shares disposed to cover tax liability — 4,611 @ $104.54 = $482,034 (F: tax withholding)
  • 1,529 shares sold in open market under a 10b5‑1 plan — 1,529 @ $104.64 = $159,995 (F3)
  • 969 shares disposed to cover tax liability — 969 @ $103.34 = $100,136 (F: tax withholding)

Key Details

• Transaction dates and prices:
  • 2026-08-18: 12,619 shares awarded (vested); 4,611 shares withheld/disposed @ $104.54; 6,697 shares awarded (time-based); 1,529 shares sold @ $104.64.
  • 2026-08-19: 969 shares withheld/disposed @ $103.34.
• Total disposed: 7,109 shares for ~ $742,165; total awarded: 19,316 shares (12,619 vested immediately, 6,697 subject to future vesting).
• Shares owned after transaction: not specified in the Form 4 excerpt provided.
• Footnotes of note:
  • F1: performance-based RSUs vested upon certification of relative TSR performance for 7/2/2023–6/27/2026.
  • F2: time‑based RSUs vest in three equal annual installments beginning 8/18/2027.
  • F3: the 1,529‑share sale was under a Rule 10b5‑1 trading plan established 2/24/2026.
  • F (transaction code) indicates shares disposed to pay tax liabilities (withholding).
• Filing timeliness: the filing covers transactions on 8/18–8/19/2026 and was filed 8/20/2026; the Form indicates a late reporting flag (L) per the filing metadata.

Context

• Tax withholding/cashless: The 4,611 and 969‑share dispositions were to satisfy tax withholding obligations on vested awards — common practice that does not necessarily reflect sentiment about the stock.
• 10b5‑1 sale: 1,529 shares were sold under a pre-established trading plan, which typically schedules trades in advance and can reduce the appearance of trading based on inside information.
• Interpretation: The filing shows award vesting plus routine dispositions to cover taxes and a pre-planned sale. These actions are standard for insiders receiving RSUs and do not, by themselves, indicate a change in company outlook.