Sysco (NYSE: SYY) projects +25% revenue, +45% EBITDA from Jetro deal
Rhea-AI Filing Summary
Sysco disclosed a presentation regarding its pending acquisition of Jetro Restaurant Depot. The presentation projects pro forma benefits based on Dec-25 LTM results, including +25% revenue, +45% EBITDA and +55% free cash flow. It describes combined scale—300 distribution centers, 166 cash‑and‑carry stores—and large customer bases. The slides reiterate customary forward‑looking statement cautions, integration and regulatory risks, and note a planned Form S‑4 registration statement for the transaction.
Positive
- Management projects material pro forma gains: presentation shows +25% revenue, +45% EBITDA, and +55% free cash flow based on Dec‑25 LTM.
Negative
- Significant closing and execution risks are highlighted, including regulatory approvals, integration challenges, potential credit‑rating pressure, and financing risk for debt issuance.
Insights
Presentation frames the deal as materially enlarging Sysco's scale and cash generation.
The slides state pro forma metrics based on Dec‑25 LTM: +25% revenue, +45% EBITDA and +55% free cash flow, suggesting sizable near‑term financial uplift if projections hold. These figures are management projections and are presented as forward‑looking.
Key execution risks are clearly called out: regulatory approvals, integration complexity, debt financing terms, and potential rating impacts. Timing and realization of synergies depend on closing conditions and integration delivery; subsequent SEC filings (Form S‑4) will provide more detail.
Projected EBITDA and free cash flow uplifts drive the financial case but require validation in subsequent filings.
The presentation cites scale metrics—300 DCs, 166 C&C stores, and ~730k/725k delivery and C&C customers—as context for cross‑sell and channel expansion strategies. Management highlights non‑GAAP measures such as EBITDA and adjusted free cash flow.
Investors should review the upcoming Form S‑4 and prospectus for quantified assumptions, financing details, and sensitivity to debt pricing; cash‑flow and leverage impacts will hinge on financing terms disclosed in SEC filings.
Key Figures
Key Terms
Form S-4 regulatory
EBITDA financial
cash-and-carry market
forward-looking statements regulatory
Filed by Sysco Corporation
Pursuant to Rule 425 of the Securities Act of 1933
Subject Company: Sysco Corporation (Commission File No. 001-06544)
Date: April 2, 2026
The following is a presentation relating to the pending acquisition of Jetro Restaurant Depot by Sysco Corporation (“Sysco”) given by Kevin Hourican, the Chief Executive Officer of Sysco, to employees of Sysco on April 2, 2026.
PROPRIETARY & CONFIDENTIAL Not for use or disclosure outside of Sysco except under written agreement. GLOBAL COLLEAGUE TOWNHALL April 2, 2026
2 FORWARD - LOOKING STATEMENTS This communication contains “forward - looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expects,” “believes,” “anticipates,” “forecasts,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “p rojects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward - looking statements. Forward - looking statements are not historical facts. They are made based on ma nagement’s current expectations and beliefs concerning future developments and their potential effects upon Sysco and its consolidated subsidiaries. Forward - looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the expected timing and completion of the proposed transaction, the anticipated benefits of the proposed transaction (including synergies), and plans and expectations for the combined company, including regarding its results of operations and financial conditions, leadership composition, share repurchases, dividend level, credit ratings and leverage ratio, as well as statements regarding Sysco’s future financial perform ance and results, including its expectations regarding its future growth, including growth in sales and earnings per share, and other statements that are not historical facts. All such forward - looking statements are not a guarantee of future performance and are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the parties, that could cause actual results to di ffer materially from those expressed in such forward - looking statements. Key factors that could cause actual results to differ materially include, but are not limited to: the occurrence of any event, change or other circumstances that co uld 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 r isk 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 no t be realized or will not be realized within the expected time period; unforeseen or unknown liabilities; Sysco’s ability to raise debt on favorable terms or at all; risks related to business disruptions from the proposed transaction that may harm the business or current plans and operations of either or both parties, including disruption of management time from ongoing business operations; credit ratings decline of the combined company following the pro posed transaction; the outcome of any legal proceedings that may be instituted against New Slider Holdco, Inc., Sysco or their directors; risks related to difficulties, inabilities or delays in integrating the parties’ busines ses; the risk that the proposed transaction and its announcement could have an adverse effect on the market price of the common stock of Sysco; the risk that the proposed transaction and its announcement could have an adverse effect on the abili ty of either or both parties to retain and hire key personnel or maintain business, contractual or operational relationships, on the parties’ operating results and businesses generally; certain restrictions during the pendency of the tr ans action that may impact Sysco’s and Jetro Restaurant Depot’s ability to pursue certain business opportunities or strategic transactions; and the effects of industry, market, economic, political or regulatory conditions outside of the parties ’ control, as well as the impact of geopolitical, economic and market conditions and developments, including changes in global trade policies and tariffs; risks related to Sysco’s business initiatives; periods of significant or prolonged inflation or deflation and their impact on Sysco’s product costs and profitability generally; risks related to Sysco’s efforts to implement its transformation initiatives and meet its other long - term strategic objectives; risk of interr uption of supplies and increase in product costs; risks related to changes in consumer eating habits; and the impact of natural disasters or adverse weather conditions, public health crises, adverse publicity or lack of confidence in Sysco’s pro ducts, and product liability claims. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in these forward - looking statements. Theref ore, 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 o r f orecasted, see Sysco’s Annual Reports on Form 10 - K, Quarterly Reports on Form 10 - Q, and other filings with the U.S. Securities and Exchange Commission (the “SEC”). Any forward - looking statement speaks only as of the date on which it is mad e, and we undertake no obligation to update or revise any forward - looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except a s o therwise may be required by law. This communication may include certain measures which are not presented in accordance with generally accepted accounting princip les in the United States of America (“GAAP”), such as EBITDA, adjusted EBITDA and free cash flow, that we believe provide important perspective with respect to underlying business trends. Non - GAAP financial measures are not measure s of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Management believes that adjusting GAAP metrics to remove certain specifie d i tems provides an important perspective with respect to our underlying business trends and results. Non - GAAP measures provide meaningful supplemental information to both management and investors that (1) are indicative of the per for mance of the company’s underlying operations and (2) facilitate comparisons on a year - over - year basis. Non - GAAP measures should not be considered in isolation or as an alternative to GAAP measures, and should be considered only as a supplement to, and not as superior to, GAAP measures. IMPORTANT INFORMATION REGARDING THE TRANSACTION AND WHERE TO FIND IT In connection with the proposed transaction, Sysco may cause New Slider Holdco, Inc. to file with the SEC a registration stateme nt on Form S - 4 that will include a prospectus of New Slider Holdco, Inc. (the “prospectus”). After the registration statement has been declared effective, Sysco will mail the prospectus to its stockholders. BEFORE MAKING ANY INVEST MENT 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 AN D I N 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 prosp ectus, 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 we bsite located at investors.sysco.com. NO OFFER OR SOLICITATION This communication is not intended and does not constitute an offer to sell or the solicitation of an offer to buy any securitie s 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 su ch jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
3 This was a very exciting week for Sysco " A gem of an asset " – Kevin Hourican on CNBC " Sysco is getting into the cash - and - carry business. " – Restaurant Business “The companies together will offer a wider range of low - price goods across all economic cycles.” - WSJ
4 The financials of this deal are incredibly attractive for Sysco 1. Based on Dec - 25 LTM financials Enhances Our Financial Profile Restaurant Depot + Sysco = Growth +25% More Revenue +45% More EBITDA +55% More Free Cash Flow 1
5 'Better Together' • #1 in foodservice distribution • National foodservice delivery network with 300 DCs 1 • Large diverse base of 730k 1 delivery customers • Broadest assortment, including in premium, specialty products • #1 in cash & carry • National foodservice C&C network with 166 stores • Loyal base of 725k local C&C customers • Foodservice - focused assortment, strength in value tier products • Serving more customers • Serving more occasions • With a broader assortment to offer our customers • Across more geographies • Both delivery & pick - up 1. Sysco Shareholder Overview ( https://investors.sysco.com/shareholder - services/shareholder - overview ) Joining with Restaurant Depot can make us 'Better Together'
6 Investor Reaction
7 What we have heard this week This is a tremendous unicorn of an asset Couldn't come in at a better time, congratulations I've received emails from several customers reaching out expressing how excited they are about this This is such a game changer for Sysco! It is amazing [for Sysco] to own both parts of this restaurant business Customers Vendors Media Sysco Colleagues Investors Stakeholders Overall sentiment is excitement Our new RD Colleagues
8 Q&A
9 For any questions we could not answer today email Sysco - RD@sysco.com
Sysco At the heart of food and service
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expects,” “believes,” “anticipates,” “forecasts,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are not historical facts. They are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Sysco and its consolidated subsidiaries. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the expected timing and completion of the proposed transaction, the anticipated benefits of the proposed transaction (including synergies), and plans and expectations for the combined company, including regarding its results of operations and financial conditions, leadership composition, share repurchases, dividend level, credit ratings and leverage ratio, as well as statements regarding Sysco’s future financial performance and results, including its expectations regarding its future growth, including growth in sales and earnings per share, and other statements that are not historical facts. All such forward-looking statements are not a guarantee of future performance and are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the parties, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are 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; unforeseen or unknown liabilities; Sysco’s ability to raise debt on favorable terms or at all; risks related to business disruptions from the proposed transaction that may harm the business or current plans and operations of either or both parties, including disruption of management time from ongoing business operations; credit ratings decline of the combined company following the proposed transaction; the outcome of any legal proceedings that may be instituted against New Slider Holdco, Inc., Sysco or their directors; risks related to difficulties, inabilities or delays in integrating the parties’ businesses; the risk that the proposed transaction and its announcement could have an adverse effect on the market price of the common stock of Sysco; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of either or both parties to retain and hire key personnel or maintain business, contractual or operational relationships, on the parties’ operating results and businesses generally; certain restrictions during the pendency of the transaction that may impact Sysco’s and Restaurant Depot’s ability to pursue certain business opportunities or strategic transactions; and the effects of industry, market, economic, political or regulatory conditions outside of the parties’ control, as well as the impact of geopolitical, economic and market conditions and developments, including changes in global trade policies and tariffs; risks related to Sysco’s business initiatives; periods of significant or prolonged inflation or deflation and their impact on Sysco’s product costs and profitability generally; risks related to Sysco’s efforts to implement its transformation initiatives and meet its other long-term strategic objectives; risk of interruption of supplies and increase in product costs; risks related to changes in consumer eating habits; and the impact of natural disasters or adverse weather conditions, public health crises, adverse publicity or lack of confidence in Sysco’s products, and product liability claims. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in these 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 Sysco’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission (the “SEC”). Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.
This communication may include certain measures which are not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), such as EBITDA, adjusted EBITDA and free cash flow, that we believe provide important perspective with respect to underlying business trends. Non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Management believes that adjusting GAAP metrics to remove certain specified items provides an important perspective with respect to our underlying business trends and results. Non-GAAP measures provide meaningful supplemental information to both management and investors that (1) are indicative of the performance of the company’s underlying operations and (2) facilitate comparisons on a year-over-year basis. Non-GAAP measures should not be considered in isolation or as an alternative to GAAP measures, and should be considered only as a supplement to, and not as superior to, GAAP measures.
IMPORTANT INFORMATION REGARDING THE TRANSACTION AND WHERE TO FIND IT
In connection with the proposed transaction, Sysco may cause New Slider Holdco, Inc. to file with the SEC a registration statement on Form S-4 that will include a prospectus of New Slider Holdco, Inc. (the “prospectus”). After the registration statement has been declared effective, Sysco will mail the prospectus to its stockholders. 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 communication 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.
FAQ
What does Sysco say the deal will add to revenue and cash flow (SYY)?
Has Sysco filed the registration statement for the acquisition (SYY)?
What operational scale does Sysco cite for the combined company (SYY)?
What are the main risks Sysco highlights for the transaction (SYY)?
