Performance Food Group and US Foods End Information-Sharing Agreement
Performance Food Group Company (“PFG” or “the Company”) (NYSE: PFGC) announced today that it has mutually agreed with US Foods to terminate the previously disclosed information sharing process. As a result, the two companies will no longer pursue discussions regarding a potential business combination. The decision marks a significant strategic pivot for PFG as it recommits to advancing its standalone growth strategy and delivering long-term value to shareholders.
The potential combination, which had generated widespread industry interest, would have brought together two of the largest foodservice distribution companies in the United States. However, after weeks of detailed analysis and a thorough assessment of potential synergies, regulatory complexities, and future integration considerations, PFG determined that pursuing its own strategic path would yield the greatest long-term benefits.
George Holm, Chairman and Chief Executive Officer of PFG, emphasized that the decision was made after an exhaustive and disciplined evaluation process. “Following a comprehensive review of regulatory considerations and synergy opportunities related to a potential business combination with US Foods—and with guidance from our independent financial and legal advisors—we have decided to terminate discussions,” Holm stated. “Our Board of Directors is unanimous in its belief that the clearest and best path to long-term stockholder value is executing our standalone strategic plan, leveraging our diverse business segments to drive consistent revenue and profit growth.”
Holm noted that the company’s most recent fiscal first quarter results demonstrated both operational strength and accelerating momentum across its portfolio. “The strength of our recently reported fiscal first quarter results and continued momentum supports our confidence in our ability to drive value for stockholders independently,” he added. “We believe we are exceptionally well-positioned to continue delivering growth, innovation, and efficiency without pursuing a large-scale combination at this time.”
Reaffirmed Outlook for Fiscal 2026
Alongside the announcement, PFG reaffirmed its previously issued financial outlook for the second quarter and full fiscal year 2026. The company reiterated its expectations as first communicated on November 5, 2025, demonstrating confidence in its market position and future performance.
For the second quarter of fiscal 2026, PFG expects net sales in the range of $16.4 billion to $16.7 billion. This outlook reflects continued stability across its broadline, convenience, and specialty businesses, supported by strong customer demand and operational efficiency initiatives.
PFG also reaffirmed its expectation for Adjusted EBITDA of approximately $450 million to $470 million for the second quarter. The company emphasized that these projections reflect its continued ability to optimize supply chain performance, expand category offerings, and drive margin enhancements through disciplined cost management.
Looking at the full fiscal year 2026, PFG continues to anticipate net sales of $67.5 billion to $68.5 billion, maintaining a robust growth trajectory fueled by new customer wins, expanded partnerships, and investments in digital and distribution capabilities. Full-year Adjusted EBITDA is expected to remain in the range of $1.9 billion to $2.0 billion, supported by improved operating leverage, expanded product assortments, and strategic initiatives implemented across its business segments.
Understanding the Adjusted EBITDA Framework
PFG noted that its Adjusted EBITDA outlook excludes certain income and expense items that management views as not reflective of the company’s core operating performance. These items may include losses on early debt extinguishments, restructuring charges, specific tax impacts, and non-recurring legal or professional fees—particularly those related to acquisitions or one-time corporate initiatives.
Because these factors can be highly variable, unpredictable, and potentially significant, PFG stated that it is unable to provide a forward-looking reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure—net income. This practice is consistent with the company’s prior financial communications and is designed to provide investors with a clear view of ongoing operational performance without the influence of non-core adjustments.
Commitment to Strategic Independence
The termination of discussions with US Foods reinforces PFG’s long-term commitment to executing its independent strategy. The company highlighted the strength of its three operating segments—Performance Foodservice, Vistar, and PFG Customized—each of which continues to contribute meaningfully to revenue generation, profitability, and customer expansion.
By focusing on organic growth, technology-enabled efficiencies, and targeted tuck-in acquisitions, PFG aims to sustain its leadership position in the highly competitive foodservice distribution sector. The company is also placing strong emphasis on enhancing service quality, optimizing route and warehouse operations, and investing in supply chain modernization—initiatives that leadership believes will deliver meaningful value creation over time.
Holm underscored that PFG’s strategy is designed to support long-term agility and resilience. “Our approach enables us to deliver dependable results in shifting market environments, support our customers’ evolving needs, and capture opportunities for long-term margin expansion,” he said.
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