ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 16, 2020, Performance Food Group Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC, as representative (the "Representative") of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale pursuant to an underwritten public offering (the "Offering") of an aggregate of 13,500,000 shares of its common stock, par value $0.01 per share (the "Common Stock"), and up to 2,025,000 additional shares of Common Stock at the Underwriters' option. The offering of Common Stock closed on April 20, 2020. On April 20, 2020, the underwriters exercised their option to purchase 2,025,000 additional shares of Common Stock, which issuance is expected to settle on April 22, 2020.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.



(d) Exhibits

Exhibit
 Number                                   Description

  1.1      Underwriting Agreement, dated April 16, 2020, between the Company and
           Credit Suisse Securities (USA) LLC, as representative of the several
           underwriters named therein.

  5.1      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality
           of the shares in the Offering.

  23.1     Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit
           5.1).

104        Cover page Interactive Data File (embedded within Inline XBRL document).

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