PFG Nixes Deal Talks with US Foods - Modern Distribution Management

PFG Nixes Deal Talks with US Foods

PFG rejected a takeover proposal from US Foods while reporting strong 4Q and full-year 2025 financial results driven by recent acquisitions and sales growth.
PFG

Food and related products distributor Performance Food Group shared its fourth quarter and 2025 financial results on Aug. 13, along with a statement regarding a previously-preported US Foods’ takeover proposal.

On July 11, news surfaced that US Foods Holding Corp expressed interest in acquiring PFG, which would create the largest foodservice distributor in the U.S. PFG Chairman and CEO George Holm discussed the offer during the company’s 4Q earnings call, describing it as a request for information to assess potential regulatory issues and business synergies.

MDM’s 2Q25 M&A Report (store link) 

PFG stated that it is focused on executing its long-term strategies and that any potential transaction would need to meet strict criteria, including clear value, timely execution and minimal risk related to regulatory approval, synergies and integration.

Following a review, PFG’s Board concluded there was “no basis to proceed” with the information-sharing request from US Foods.

“We have demonstrated Performance Food Group Company’s powerful value proposition across our three business segments, have strong momentum underway and have conviction in the value-creating potential of our strategy,” Holm said in the company’s earnings call. “That is all we have to share today on this subject.”

4Q Results

PFG posted total net sales of $19.9 billion for its fourth quarter of 2025, up 11.5% year-over-year.

The company attributed the increase to recent acquisitions, including its $2.1 billion acquisition of Cheney Bros. in 2024; an increase in cases sold, including a favorable shift in the mix of cases sold; and an increase in selling price because of inflation. Product cost inflation for PFG was about 4.3%.

4Q gross profit of $2.0 billion increased 14.6% year-over-year, driven by recent acquisitions and cost of goods sold optimization through procurement efficiencies, partially offset by an increase in the last-in-first-out inventory reserve.

MDM’s 2Q25 MarketPulse Report (store link) 

Net income decreased $35 million year-over-year to $131.5 million. The decrease was driven acquisition-related costs, partially offset by a decrease in income tax expense and gross profits from recent acquisitions.

Operating profit of $1.7 billion jumped 18.3% year-over-year. Meanwhile, adjusted EBITDA likewise rose 19.9% year-over-year to $546.9 million.

Results by segment:
  • The Foodservice segment reported sales of $9.2 billion, up 20.0% year-over-year. Adjusted EBITDA increased 26.3% to $386.9 million year-over-year.
  • The Convenience segment reported sales of $6.4 billion, up 2.8% year-over-year, while adjusted EBITDA of $120 million increased 4.8%.
  • The Specialty segment reported an increase of 4.1% to $1.3 billion in sales, while adjusted EBITDA of $93.2 million increased 9.0% year-over-year.

“Our organization finished fiscal 2025 with strong financial results driven by contributions from each of our three operating segments,” Holm said in the company’s financial release. “I am proud of the accomplishments of our 43,000 employees, particularly our sales associates, who continue to drive share gains across our business segments. We enter fiscal 2026 with a stable industry backdrop and significant business momentum and we are on track to achieve the 3-year financial targets we announced in May. The PFG team continues to execute our strategic plan, headlined by growth, market share gains and operational execution, leading to enhanced profitability.”

2025 Results

For its full year, PFG reported total sales of $63.3 billion, up 8.6% year-over-year.

The increase was driven by recent acquisitions, an increase in cases sold including a favorable shift in mix of cases sold and an increase in selling price per case as a result of inflation. Product cost inflation for PFG was about 4.7% for 2025.

Gross profit of $7.4 billion jumped 12.8% year-over-year, driven primarily by recent acquisitions, cost of goods sold optimization through procurement efficiencies and a favorable shift in the mix of cases sold, including growth in the independent channel.

In the Store: MDM’s U.S. MRO Market Trends Report 

Net income declined by $95.7 million to $340.2 million year-over-year, with acquisition-related costs responsible for most of the downswing.

PFG’s operating profit of $6.6 billion rose 14.8% year-over-year, while adjusted EBITDA of $1.8 billion likewise increased by 17.3%.

2026 Outlook

PFG released its 2026 outlook, which showed expectations for its first quarter and full year 2026 financials. The company expects 1Q net sales in the range of approximately $16.6 billion to $16.9 billion, and adjusted EBITDA in the range of $465 million to $485 million.

Meanwhile, PFG expects 2026 full year net sales in the range of approximately $67 billion to $68 billion, as well as adjusted EBITDA between $1.9 billion and $2.0 billion.

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