Sysco Announces Common Stock Offering

Sysco (SYY) plans an underwritten public offering of $1.0 billion of its common stock to help finance its pending acquisition of Jetro Restaurant Depot.

Rhea-AI Summary

Sysco (SYY) plans an underwritten public offering of $1.0 billion of its common stock to help finance its pending acquisition of Jetro Restaurant Depot.

The company expects to grant underwriters a 30‑day option to buy up to an additional $150 million of common stock at the same price to cover overallotments. Net proceeds are intended to fund a portion of the Jetro Restaurant Depot purchase price, but the equity offering is not contingent on the acquisition closing. Goldman Sachs & Co. LLC and TD Securities (USA) LLC are lead book‑running managers, with BofA Securities, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC also acting as book‑running managers. The deal will be offered via a prospectus supplement under Sysco’s effective shelf registration statement filed with the SEC.

Positive

• Common stock offering of $1.0 billion to help fund Jetro Restaurant Depot acquisition
• 30-day underwriter option for up to an additional $150 million of shares

Negative

• Equity issuance of up to $1.15 billion implies potential dilution for existing shareholders

News Explained

The intended $1.0 billion equity sale would dilute existing ownership if completed; final pricing, share count, fees, and net proceeds remain undisclosed.

Sysco intends to sell $1.0 billion of common stock; if completed, issuing those shares would reduce existing holders’ percentage ownership absent offsetting changes, while net proceeds are intended to fund part of the Jetro Restaurant Depot acquisition consideration.

In an underwritten offering, investment banks buy the securities from the issuer and resell them, with underwriting fees reducing net proceeds below the gross amount. The Form S-3 shelf provides capacity for future registered sales but does not itself sell shares.

The announced base amount is $1.0 billion, with a potential $150 million overallotment option, while the release does not provide a final share count, price, fees, or net proceeds.

The final prospectus supplement is the named document for the offering’s final size, price, and fees.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOUSTON, Sept. 14, 2026 (GLOBE NEWSWIRE) -- Sysco Corporation (NYSE:SYY) (“Sysco” or the “Company”) today announced that it intends to make an offering of $1.0 billion of shares of its common stock (the “Offering”). Sysco’s common stock is listed on the New York Stock Exchange under the symbol “SYY.”

Sysco intends to grant the underwriters of the Offering a 30-day option to purchase up to an additional $150 million of shares of common stock, solely to cover overallotments, if any, at the same price per share as the other shares of common stock purchased by the underwriters in the Offering.

Sysco intends to use the net proceeds from the Offering to finance a portion of the consideration for its pending acquisition of Jetro Restaurant Depot. The Offering is not contingent on the consummation of the acquisition.

Goldman Sachs & Co. LLC and TD Securities (USA) LLC are acting as lead book-running managers for the Offering. BofA Securities, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are also acting as book-running managers for the Offering.

The Offering will be made by means of a prospectus supplement under Sysco’s shelf registration statement on Form S-3ASR, as filed with the Securities and Exchange Commission (the “SEC”).

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor does it constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful. The Offering is being made only by means of a prospectus supplement relating to the Offering and the accompanying prospectus.

Copies of the preliminary prospectus supplement for the Offering and the accompanying prospectus may be obtained free of charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained from:

• Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526, or by e-mail at prospectus-ny@ny.email.gs.com;
• TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com;
• BofA Securities, Attention: Prospectus Department, 201 North Tryon Street, Charlotte, NC 28255-0001, or by e-mail at dg.prospectus_requests@bofa.com;
• J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by e-mail at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or
• Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, by telephone at 800-645-3751 (option #5) or by email at WFScustomerservice@wellsfargo.com.
  

About Sysco

Sysco is the global leader in selling, marketing and distributing food and related products to customers who prepare meals away from home. This includes restaurants, healthcare and educational facilities, lodging establishments, entertainment venues, and more. Sysco operates 333 distribution centers, in 10 countries, with 75,000 colleagues serving approximately 670,000 customer locations. The company generated sales of more than $84 billion in fiscal year 2026 that ended June 27, 2026.

As the world’s largest food-away-from-home distributor, Sysco offers customized supply chain solutions, bespoke specialty product offerings, and culinary support to drive customers to innovate and optimize their operations. We act as a trusted business partner to our customers, helping them grow through our industry-leading portfolio that includes fresh produce, premium proteins, specialty products, sustainably focused items, equipment and supplies, and innovative culinary solutions.

SYY-INVESTORS

Forward-Looking Statements

Statements made in this press release include statements that are forward-looking or that express management’s beliefs, expectations or hopes and are forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding the terms, timing and completion of the Offering and our anticipated use of the proceeds thereof, statements about our future financial performance and results, business strategy, plans, goals and objectives, and other statements that are not historical facts, including expectations regarding our future growth, including growth in sales and earnings per share, expectations regarding cost savings associated with AI, as well as statements about the expected timing and completion of the proposed transaction with Jetro Restaurant Depot and the anticipated benefits of such proposed transaction.

Such forward-looking statements reflect the views of management at the time such statements are made and are subject to a number of risks, uncertainties, estimates, and assumptions, including those outside of Sysco’s control. Risks and uncertainties include without limitation: the impact of geopolitical, economic and market conditions and developments, including changes in global trade policies and tariffs and foreign conflicts; risks related to our business initiatives; periods of significant or prolonged inflation or deflation and their impact on our product costs, volume, foot traffic, and profitability generally; risks related to our efforts to implement our transformation initiatives and meet our other long-term strategic objectives; risks of interruption of supplies and increase in product costs; risks related to changes in consumer eating habits; and impact of natural disasters or adverse weather conditions, public health crises, adverse publicity or lack of confidence in our products, and product liability claims as well as risks and uncertainties associated with our proposed transaction with Jetro Restaurant Depot, including but not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of either or both parties to terminate the merger agreement; the risk that regulatory approvals may not be obtained or other closing conditions may not be satisfied in a timely manner or at all, as well as the risk that regulatory approvals are obtained subject to conditions that are not anticipated; the risk of other delays in closing the transaction; the possibility that any of the anticipated benefits and projected synergies of the transaction will not be realized or will not be realized within the expected time period; and the risk that the proposed transaction and its announcement could have an adverse effect on the market price of the common stock of Sysco. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in our forward-looking statements. Therefore, you should not place undue reliance on any of the forward-looking statements contained herein. For more information on these risks and other concerning factors that could cause actual results to differ from those expressed or forecasted, see our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the SEC. We do not undertake to update our forward-looking statements, except as required by applicable law.

For more information contact:
Kevin Kim	Cassandra Mauel
Investor Contact	Media Contact
kevin.kim@sysco.com	cassandra.mauel@sysco.com
T 281-584-1219	T 281-584-1390

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What will Sysco use the net proceeds from this common stock offering for?

Sysco intends to use the net proceeds from the common stock offering to finance a portion of the consideration for its pending acquisition of Jetro Restaurant Depot. The company also states that the offering itself is not contingent on the acquisition being consummated.

Is the Sysco equity offering dependent on closing the Jetro Restaurant Depot acquisition?

No. The company states that the offering is not contingent on the consummation of the Jetro Restaurant Depot acquisition.

How can investors obtain the prospectus for Sysco’s common stock offering?

Copies of the preliminary prospectus supplement and accompanying prospectus are available free of charge on the SEC’s EDGAR website at www.sec.gov. They may also be requested from the book‑running managers via the postal addresses, phone numbers, or e‑mail contacts provided for Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC.

Who are the lead and other book-running managers for Sysco’s offering?

Goldman Sachs & Co. LLC and TD Securities (USA) LLC are acting as lead book‑running managers. BofA Securities, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC are also acting as book‑running managers for the offering.