Sysco (SYY) files Form S-4 registering New Slider HoldCo merger shares

Rhea-AI Filing Summary

Sysco Corporation caused New Slider HoldCo, Inc., a wholly-owned subsidiary, to file a registration statement on Form S-4 on July 1, 2026 registering shares of New Slider HoldCo common stock to be issued to Sysco shareholders in connection with the Merger Agreement dated March 30, 2026. The Form S-4 contains a preliminary prospectus and has not been declared effective by the SEC.

The filing advises investors to read the prospectus when available and states that prospectus copies will be available free on the SEC website and Sysco’s investor site.

Insights

M&A Counsel

Filing signals a pending corporate reorganization tied to the March 30, 2026 merger agreement.

The registration statement on Form S-4 is the standard mechanism to register equity to be issued in a merger exchange; it lists a preliminary prospectus for New Slider HoldCo common stock to be issued to Sysco shareholders under the Merger Agreement.

Key dependencies include SEC effectiveness of the Form S-4 and completion of merger conditions; timing and final share counts are disclosed in the prospectus once filed.

Capital Markets Attorney

The Form S-4 starts the disclosure process for the equity consideration of the transaction.

The filing confirms that New Slider HoldCo will issue common stock (par value $1.00) to Sysco shareholders as merger consideration; however, the registration statement is preliminary and not yet effective.

Market effects and dilution details await the definitive prospectus; investors should consult the eventual prospectus and related SEC filings for exact terms.

Key Figures

Filing date: July 1, 2026 Par value: $1.00 per share Merger agreement date: March 30, 2026

3 metrics

Filing date July 1, 2026 Form S-4 filing date

Par value $1.00 per share New Slider HoldCo common stock par value

Merger agreement date March 30, 2026 Agreement and Plan of Merger referenced in filing

Key Terms

Form S-4, preliminary prospectus, Merger Agreement

3 terms

Form S-4 regulatory

"filed with the Securities and Exchange Commission on Form S-4"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

preliminary prospectus financial

"included a preliminary prospectus of New Slider HoldCo, Inc."

A preliminary prospectus is an early draft of the official document a company files when planning to sell shares to the public; it outlines the business, risks, how the offering will work and estimated terms but omits final price and some details. Investors use it to evaluate the opportunity and risks—like reading a menu draft before a restaurant opens—because it signals intent, reveals important red flags, and helps assess whether the eventual offering fits their investment goals.

Merger Agreement legal

"Agreement and Plan of Merger, dated as of March 30, 2026"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

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Available on EDGAR 07/02/2026 - 06:07 AM Accepted by SEC EDGAR 07/01/2026 - 08:01 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 1, 2026

Sysco Corporation

(Exact name of registrant as specified in its charter)

Delaware		1-06544		74-1648137
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1390 Enclave Parkway, Houston, TX 77077-2099

(Address of principal executive offices) (Zip Code)

(281) 584-1390

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 Par Value		SYY		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 8.01. Other Items.

On July 1, 2026, New Slider Holdco, Inc., a Delaware corporation (“New Slider HoldCo”) and wholly-owned subsidiary of Sysco Corporation (“Sysco”), filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Form S-4”) in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 30, 2026, by and among JRD Unico, Inc., Warehouse Realty, LLC, Sysco, New Slider HoldCo, Slider Merger Sub 1, Inc., Slider Merger Sub 2, Inc., Slider Merger Sub 3, LLC and a holder representative, solely in its capacity as the initial Holder Representative thereunder (the “Merger Agreement”). The Form S-4 included a preliminary prospectus of New Slider HoldCo, Inc. relating to the shares of common stock of New Slider HoldCo, par value $1.00 per share, to be issued to shareholders of Sysco in connection with the transactions contemplated by the Merger Agreement. The Form S-4 has not yet been declared effective by the SEC.

IMPORTANT INFORMATION REGARDING THE TRANSACTION AND WHERE TO FIND IT

In connection with the proposed transaction, Sysco caused New Slider Holdco, Inc. to file with the SEC a registration statement on Form S-4 that will include a definitive prospectus of New Slider Holdco, Inc. (the “prospectus”). BEFORE MAKING ANY INVESTMENT DECISION INVESTORS AND SECURITY HOLDERS OF SYSCO ARE URGED TO READ THE PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the prospectus, any amendments or supplements thereto and other documents containing important information about Sysco, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov.

Copies of the documents filed with the SEC by Sysco will be available free of charge under the “Investors” section of Sysco’s website located at investors.sysco.com.

NO OFFER OR SOLICITATION

This Current Report on Form 8-K is not intended and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Sysco Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 1, 2026

	Sysco Corporation
	By:	/s/ Andrew Wurdack
	Name:	Andrew Wurdack
	Title:	Vice President, Securities and Corporate Governance & Assistant Secretary

FAQ

What did Sysco (SYY) file on July 1, 2026?

Sysco caused New Slider HoldCo, Inc. to file a registration statement on Form S-4 on July 1, 2026. The filing includes a preliminary prospectus for New Slider HoldCo common stock to be issued to Sysco shareholders under the merger agreement.

Does the Form S-4 mean the transaction is complete for SYY?

No. The Form S-4 is preliminary and has not been declared effective by the SEC. Effectiveness and the closing of the merger remain subject to the conditions in the Merger Agreement and SEC review.

Where can SYY investors find the prospectus and transaction details?

Investors can obtain copies of the prospectus and related documents free at www.sec.gov and via the "Investors" section at investors.sysco.com once those documents are filed and available.

What securities are being registered in the S-4 filed for SYY?

The Form S-4 registers shares of New Slider HoldCo common stock, par value $1.00 per share, to be issued to Sysco shareholders in connection with the Merger Agreement dated March 30, 2026.

Has the SEC declared the Form S-4 effective for Sysco (SYY)?

No. The filing states that the Form S-4 "has not yet been declared effective by the SEC." Further disclosures will appear in the prospectus when effectiveness is achieved.