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| Co-Registrant Document Type |
8-K |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Document Period End Date |
September
22, 2026 |
| Co-Registrant Entity Central Index Key |
0002134688 |
| Co-Registrant Written Communications |
false |
| Co-Registrant Soliciting Material |
false |
| Co-Registrant Pre-commencement Tender Offer |
false |
| Co-Registrant Pre-commencement Issuer Tender
Offer |
false |
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):
September 22, 2026
| Commission
File Number |
Exact name of Registrant
as specified in its charter;
State of Incorporation;
Address and Telephone
Number |
IRS
Employer Identification No. |
1-06544 |
Sysco
Corporation
(Delaware
Corporation)
1390
Enclave Parkway, Houston,
TX 77077-2099
(281)
584-1390
|
74-1648137 |
333-297217 |
Sysco
Holdings Corporation
(Delaware
Corporation)
1390
Enclave Parkway, Houston,
TX
77077-2099
(281)
584-1390 |
42-1897852 |
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):
| ¨ | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
| |
Emerging
growth company |
| Sysco Corporation |
¨ |
| |
|
| Sysco Holdings Corporation |
¨ |
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.
| Sysco Corporation |
¨ |
| |
|
| Sysco Holdings Corporation |
¨ |
USD Senior Notes
On September 22, 2026, with respect to the offering and sale
by Sysco Corporation and Sysco Holdings Corporation (each, an “Issuer” and together, the “Issuers”) of (i) $1,750
million aggregate principal amount of 5.450% Senior Notes due 2029 (the “2029 Notes”), (ii) $2,000 million aggregate
principal amount of 5.600% Senior Notes due 2031 (the “2031 Notes”), (iii) $1,500 million aggregate principal amount
of 5.800% Senior Notes due 2033 (the “2033 Notes”), (iv) $2,000 million aggregate principal amount of 5.950% Senior
Notes due 2036 (the “2036 Notes”), (v) $1,000 million aggregate principal amount of 6.400% Senior Notes due 2046 (the
“2046 Notes”), (vi) $1,750 million aggregate principal amount of 6.500% Senior Notes due 2056 (the “2056 Notes”)
and (vii) $750 million aggregate principal amount of 6.600% Senior Notes due 2066 (the “2066 Notes” and, together with
the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes and the 2056 Notes, the “USD Senior Notes”),
the Issuers and certain subsidiary guarantors entered into an Underwriting Agreement (the “USD Senior Notes Underwriting Agreement”)
with Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC, as representatives of the several underwriters listed in Schedule II thereto (the “USD Senior Notes Underwriters”).
CAD Senior Notes
On September 22, 2026, with respect to the
offering and sale by the Issuers of (i) C$750 million aggregate principal amount of 4.250% Senior Notes due 2030 (the
“2030 Notes”) and (ii) C$750 million aggregate principal amount of 4.800% Senior Notes due 2034 (the “2034
Notes” and, together with the 2030 Notes, the “CAD Senior Notes”), the Issuers and certain subsidiary guarantors
entered into an Underwriting Agreement (the “CAD Senior Notes Underwriting Agreement”) with Goldman Sachs & Co.
LLC, TD Securities Inc., Merrill Lynch Canada Inc.
and the other underwriters listed in Schedule II thereto (the “CAD Senior Notes Underwriters”).
USD Junior Subordinated Notes
On September 22, 2026, with respect to the offering and sale
by the Issuers of (i) $1,500 million aggregate principal amount of 7.100% Series A Junior Subordinated Notes due 2056 (the
“Series A Notes”), (ii) $1,000 million aggregate principal amount of 7.250% Series B Junior Subordinated Notes
due 2056 (the “Series B Notes”) and (iii) $1,400 million aggregate principal amount of 7.350% Series C Junior
Subordinated Notes due 2056 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes,
the “USD Junior Subordinated Notes”), the Issuers and certain subsidiary guarantors entered into an Underwriting Agreement
(the “USD Junior Subordinated Notes Underwriting Agreement”) with Goldman Sachs & Co. LLC, TD Securities (USA) LLC,
BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters
listed in Schedule II thereto (the “USD Junior Subordinated Notes Underwriters”).
EUR Junior Subordinated Notes
On September 22, 2026, with respect to the
offering and sale by the Issuers of €1,000 million aggregate principal amount of 6.000% Junior Subordinated Notes due 2056
(the “EUR Junior Subordinated Notes”), the Issuers and certain subsidiary guarantors entered into an Underwriting
Agreement (the “EUR Junior Subordinated Notes Underwriting Agreement” and, together with the USD Senior Notes
Underwriting Agreement, the CAD Senior Notes Underwriting Agreement and the USD Junior Subordinated Notes Underwriting Agreement,
the “Underwriting Agreements” and each, an “Underwriting Agreement”) with Goldman Sachs & Co. LLC,
TD Global Finance unlimited company, Merrill Lynch International, J.P. Morgan Securities plc, Wells Fargo Securities International
Limited and the other underwriters listed in Schedule II thereto (the “EUR Junior Subordinated Notes Underwriters” and,
together with the USD Senior Notes Underwriters, the CAD Senior Notes Underwriters and the USD Junior Subordinated Notes
Underwriters, the “Underwriters”).
The offering of the CAD Senior Notes is expected to close on September 25,
2026, subject to the satisfaction of customary closing conditions contained in the CAD Senior Notes Underwriting Agreement. The offerings
of the USD Senior Notes, the USD Junior Subordinated Notes and the EUR Junior Subordinated Notes are each expected to close on October 6,
2026, subject to the satisfaction of customary closing conditions contained in the applicable Underwriting Agreement.
Each Underwriting Agreement contains customary representations, warranties,
covenants and agreements of the Issuers, and customary conditions to closing, indemnification rights and termination provisions. The
foregoing description of each Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the applicable Underwriting Agreement, which are filed as Exhibits 1.1 through 1.4 hereto.
The representations and warranties set forth in each of the Underwriting
Agreements were made solely for the benefit of the parties to the applicable Underwriting Agreement and (i) should not be treated
as categorical statements of fact, but rather as a means of allocating the risk to one of the parties if those statements prove to be
inaccurate, (ii) may have been qualified in the applicable Underwriting Agreement in accordance with its terms, (iii) may apply
contractual standards of “materiality” that are different from “materiality” under applicable securities laws
and (iv) were made only as of the dates specified in the applicable Underwriting Agreement.
Each series of Notes is being offered and sold under the Registration
Statement on Form S-3 (Registration No. 333-298926) and are each described in an applicable Prospectus Supplement dated September 22,
2026.
| Item
9.01 | Financial
Statements and Exhibits. |
Exhibit
Number |
|
Description |
| 1.1 |
|
Underwriting Agreement
for the USD Senior Notes, dated as of September 22, 2026, by and among the Issuers, the Guarantors listed on Schedule I thereto,
and Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities,
LLC, as representatives of the several underwriters listed on Schedule II thereto. |
| |
|
|
| 1.2 |
|
Underwriting
Agreement for the CAD Senior Notes, dated as of September 22, 2026, by and among the Issuers, the Guarantors listed on Schedule I
thereto, and Goldman Sachs & Co. LLC, TD Securities Inc., Merrill Lynch Canada Inc.and the other underwriters listed in Schedule II thereto. |
| |
|
|
| 1.3 |
|
Underwriting Agreement
for the USD Junior Subordinated Notes, dated as of September 22, 2026, by and among the Issuers, the Guarantors listed on Schedule
I thereto, and Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells
Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule II thereto. |
| |
|
|
| 1.4 |
|
Underwriting
Agreement for the EUR Junior Subordinated Notes, dated as of September 22, 2026, by and among the Issuers, the Guarantors listed on
Schedule I thereto, and Goldman Sachs & Co. LLC, TD Global Finance unlimited company, Merrill Lynch International, J.P. Morgan
Securities plc, Wells Fargo Securities International Limited and the other underwriters listed in Schedule II thereto. |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Sysco Corporation
(Registrant) |
| |
|
| |
By: |
/s/
Andrew Wurdack |
| |
|
Andrew Wurdack |
| |
|
Vice President, Securities and Corporate Governance
& Assistant Secretary |
| |
|
|
| |
Sysco Holdings
Corporation
(Registrant) |
| |
|
| Date: September 24,
2026 |
By: |
/s/
Andrew Wurdack |
| |
|
Andrew Wurdack |
| |
|
Secretary |
