Sysco details $15.8B Jetro Restaurant Depot target
Sysco Corporation (SYY) has filed detailed historical and pro forma financial information related to its pending acquisition of JRD Unico, Inc. and Warehouse Realty, collectively known as Jetro Restaurant Depot.
Rhea-AI Filing Summary
Sysco Corporation (SYY) has filed detailed historical and pro forma financial information related to its pending acquisition of JRD Unico, Inc. and Warehouse Realty, collectively known as Jetro Restaurant Depot. The filing includes JRD’s audited 2024–2025 results, unaudited interim 2026 results, and pro forma combined financials for Sysco.
JRD generated $15.8 billion in sales and $1.20 billion in net income in 2025, up from $15.3 billion and $1.17 billion in 2024, with 2025 operating income of $1.94 billion. For the 26 weeks ended June 27, 2026, JRD reported sales of $8.06 billion and net income of $708.7 million, both above the prior-year period, and operating cash flow of $858.6 million.
The statements show a highly leveraged capital structure: at December 27, 2025, JRD held total assets of $3.18 billion and total liabilities of $7.71 billion, including $6.24 billion of long‑term debt and stockholders’ deficiency of $(4.53) billion. The filing also details significant use of private placement notes, interest rate swaps, LIFO inventory accounting and substantial dividends paid to shareholders, all of which will factor into Sysco’s pro forma balance sheet and earnings once the acquisition closes, subject to regulatory and other customary approvals.
Positive
- JRD delivered strong profitability, with 2025 net income of $1.20 billion on $15.8 billion of sales and operating income of $1.94 billion, indicating a sizable earnings contribution potential for Sysco post‑acquisition.
- JRD is generating robust cash flow, with 2025 operating cash flow of $1.22 billion and 26‑week 2026 operating cash flow of $858.6 million, providing significant internal funding capacity.
- Interim 2026 results show growth, as 26‑week sales rose to $8.06 billion and net income to $708.7 million, both above the prior‑year period, suggesting momentum at the target business.
Negative
- JRD carries very high leverage, with total liabilities of $7.71 billion versus assets of $3.18 billion and long‑term debt of $6.24 billion at December 27, 2025, which will influence Sysco’s combined capital structure.
- JRD reports a large stockholders’ deficiency of $(4.53) billion at December 27, 2025, reflecting heavy debt and treasury stock, which may affect how Sysco structures and accounts for the acquisition.
Filing Explained
As of June 27, 2026, JRD had $283,090,000 cash and $1,139,895,500 related-party long-term debt while the acquisition remained pending.
Sysco filed its September 14 Form 8-K to add audited, unaudited, and pro forma financial exhibits for the proposed JRD Unico and Warehouse Realty acquisition to registration materials through incorporation by reference.
The transaction remains an agreed acquisition, with closing described as expected approximately nine to twelve months after
A Form 8-K reports specified material events; here, the exhibits include JRD’s audited annual statements, unaudited interim statements, and Sysco’s unaudited pro forma combined financial statements.
At
The stated milestone to watch is the expected closing window, which remains conditional on regulatory and other customary approvals.
8-K Event Classification
Key Figures
Key Terms
stockholders’ deficiency financial
interest rate swaps financial
LIFO reserve financial
Earnings Appreciation Rights financial
deferred tax assets financial
derivative financial instruments financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction does Sysco (SYY) describe in this 8-K?
How much revenue and net income did JRD generate in 2025 before the Sysco (SYY) acquisition?
What do JRD’s interim 2026 results show in Sysco’s (SYY) filing?
How leveraged is JRD according to the financials filed by Sysco (SYY)?
What cash flow profile does JRD show in the Sysco (SYY) 8-K?
When is the Sysco (SYY) acquisition of JRD expected to close?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Area Code: (
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:
| 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:
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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).
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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 Events.
As previously announced, on March 30, 2026, Sysco Corporation (“Sysco”) entered into an Agreement and Plan of Merger, by and among Sysco, Sysco Holdings Corporation (formerly known as New Slider Holdco, Inc.), a Delaware corporation (“Sysco Holdings”), JRD Unico Inc., a Delaware corporation (“JRD”), Warehouse Realty, LLC, a Delaware limited liability company (“Warehouse Realty,” and together with JRD, known as “Jetro Restaurant Depot”), and certain merger subsidiaries.
This Current Report on Form 8-K is being filed with the U.S. Securities and Exchange Commission to file, and to incorporate by reference into a registration statement and related prospectus, and any accompanying prospectus supplements, filed by Sysco and/or Sysco Holdings, the following:
| (i) | the audited combined financial statements of JRD and Affiliates as of and for the years ended December 27, 2025 and December 28, 2024, and the notes related thereto, which are attached hereto as Exhibit 99.1 and incorporated by reference herein; |
| (ii) | the unaudited combined financial statements of JRD and Affiliates as of and for the 13-week and 26-week periods ended June 27, 2026 and June 28, 2025, and the notes related thereto, which are attached hereto as Exhibit 99.2 and incorporated by reference herein; |
| (iii) | the unaudited pro forma condensed combined financial statements of Sysco as of and for the fiscal year ended June 27, 2026, and the notes related thereto, which are attached hereto as Exhibit 99.3 and incorporated by reference herein; |
| (iv) | the JRD and Affiliates’ Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 27, 2025 and December 28, 2024, which are attached hereto as Exhibit 99.4 and incorporated by reference herein. |
| (v) | the JRD and Affiliates’ Management’s Discussion and Analysis of Financial Condition and Results of Operations for the 13-week and 26-week periods ended June 27, 2026 and June 28, 2025, which are attached hereto as Exhibit 99.5 and incorporated by reference herein; and |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent auditors of Jetro Restaurant Depot. |
| 99.1 | Audited Combined Financial Statements of JRD and Affiliates as of and for the years ended December 27, 2025 and December 28, 2024. |
| 99.2 | Unaudited Combined Financial Statements of JRD and Affiliates as of and for the 13-week and 26-week periods ended June 27, 2026 and June 28, 2025. |
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Statements of Sysco. |
| 99.4 | JRD and Affiliates’ Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 27, 2025 and December 28, 2024. |
| 99.5 | JRD and Affiliates’ Management’s Discussion and Analysis of Financial Condition and Results of Operations for the 13-week and 26-week periods ended June 27, 2026 and June 28, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 14, 2026
| Sysco Corporation | |||
| By: | /s/ Andrew Wurdack | ||
| Name: | Andrew Wurdack | ||
| Title: | Vice President, Securities and Corporate Governance & Assistant Secretary | ||
Exhibit 99.1
JRD Unico, Inc. and Affiliates
Combined Financial Statements
December 27, 2025 and December 28, 2024
JRD Unico, Inc. and Affiliates
Index
December 27, 2025 and December 28, 2024
Page(s)
| Report of Independent Auditors | 1–2 | ||
| Combined Financial Statements | |||
| Combined Balance Sheets | 3 | ||
| Combined Statements of Income | 4 | ||
| Combined Statements of Comprehensive Income | 5 | ||
| Combined Statements of Stockholders’ Deficiency | 6 | ||
| Combined Statements of Cash Flows | 7 | ||
| Notes to the Combined Financial Statements | 8-29 |
Report of Independent Auditors
To the Board of Directors and Management of JRD Unico, Inc.
Opinion
We have audited the accompanying combined financial statements of JRD Unico, Inc. and Affiliates (the “Company”), which comprise the combined balance sheets as of December 27, 2025 and December 28, 2024 and the related combined statements of income, comprehensive income, stockholders’ deficiency and cash flows for the years then ended, including the related notes (collectively referred to as the “combined financial statements”).
In our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Combined Financial Statements
Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the combined financial statements are available to be issued.
| PricewaterhouseCoopers LLP 300 Madison | ||
| Avenue New York, New York 10017 | ||
| www.pwc.com/us | (646) 471 3000 |
1
Auditors’ Responsibilities for the Audit of the Combined Financial Statements
Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements.
In performing an audit in accordance with US GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. | |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements. | |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
New York, New York
April 30, 2026
2
JRD Unico, Inc. and Affiliates
Combined Balance Sheets
December 27, 2025 and December 28, 2024
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 190,867,000 | $ | 176,539,100 | ||||
| Restricted cash | 41,206,400 | 40,898,200 | ||||||
| Accounts receivable, net of allowance for credit losses of $4,368,900 as of December 27, 2025 and $4,881,100 as of December 28, 2024 | 9,058,800 | 5,270,900 | ||||||
| Inventories | 596,254,500 | 542,687,400 | ||||||
| Prepaid expenses and other current assets | 28,241,200 | 13,591,900 | ||||||
| Total current assets | 865,627,900 | 778,987,500 | ||||||
| Property, plant and equipment, net | 1,625,121,200 | 1,555,306,500 | ||||||
| Deferred income taxes | 98,548,700 | 105,041,100 | ||||||
| Operating lease right-of-use assets | 226,365,500 | 224,016,200 | ||||||
| Goodwill | 317,475,800 | 317,475,800 | ||||||
| Other assets | 50,803,800 | 79,006,700 | ||||||
| Total assets | $ | 3,183,942,900 | $ | 3,059,833,800 | ||||
| Liabilities and Stockholders' Deficiency | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 814,832,900 | $ | 796,526,700 | ||||
| Accrued expenses | 313,784,200 | 303,495,900 | ||||||
| Current portion of operating lease liabilities | 30,479,900 | 33,674,800 | ||||||
| Current maturities of long-term debt | 186,870,100 | 301,385,300 | ||||||
| Income taxes payable | - | 30,051,200 | ||||||
| Total current liabilities | 1,345,967,100 | 1,465,133,900 | ||||||
| Long-term liabilities | ||||||||
| Long-term debt, less current maturities | 4,522,785,900 | 5,016,999,600 | ||||||
| Long-term debt, less current maturities - related parties | 1,525,689,600 | 1,525,689,600 | ||||||
| Other long-term liabilities | 103,864,400 | 113,174,100 | ||||||
| Long-term operating lease liabilities | 213,404,400 | 205,530,300 | ||||||
| Total long-term liabilities | 6,365,744,300 | 6,861,393,600 | ||||||
| Total liabilities | 7,711,711,400 | 8,326,527,500 | ||||||
| Commitments and contingencies (Notes 9 and 12) | ||||||||
| Stockholders' Deficiency | ||||||||
| Common stock, $0.01 par value, 400,000 shares authorized; 212,682.8 shares issued, 141,135.2 shares outstanding as of December 27, 2025 and December 28, 2024 | 2,100 | 2,100 | ||||||
| Less: treasury stock, at cost, 71,547.6 shares held as of December 27, 2025 and December 28, 2024 | (2,614,087,800 | ) | (2,614,087,800 | ) | ||||
| Accumulated other comprehensive income (loss) | (66,000 | ) | 1,990,900 | |||||
| Retained deficiency | (1,913,616,800 | ) | (2,654,598,900 | ) | ||||
| Total stockholders’ deficiency | (4,527,768,500 | ) | (5,266,693,700 | ) | ||||
| Total liabilities and stockholders' deficiency | $ | 3,183,942,900 | $ | 3,059,833,800 | ||||
The accompanying notes are an integral part of these combined financial statements.
3
JRD Unico, Inc. and Affiliates
Combined Statements of Income
Years Ended December 27, 2025 and December 28, 2024
| 2025 | 2024 | |||||||
| Sales | $ | 15,812,178,000 | $ | 15,331,343,500 | ||||
| Cost of sales | 12,874,252,800 | 12,501,310,700 | ||||||
| Gross profit | 2,937,925,200 | 2,830,032,800 | ||||||
| Selling, general and administrative expenses | 997,050,700 | 968,144,900 | ||||||
| Operating income | 1,940,874,500 | 1,861,887,900 | ||||||
| Other expense, net | ||||||||
| Interest expense | 186,460,100 | 165,142,900 | ||||||
| Interest expense - related parties | 84,596,600 | 138,235,100 | ||||||
| Interest income | (14,499,600 | ) | (38,954,100 | ) | ||||
| Loss on interest rate swaps, net | 27,423,200 | 3,121,500 | ||||||
| Amortization of deferred issuance costs | 2,069,700 | 1,971,300 | ||||||
| Other income | (11,900,800 | ) | (10,764,100 | ) | ||||
| Total other expense, net | 274,149,200 | 258,752,600 | ||||||
| Income before provision for income taxes | 1,666,725,300 | 1,603,135,300 | ||||||
| Provision for income taxes | 469,748,400 | 430,074,200 | ||||||
| Net income | $ | 1,196,976,900 | $ | 1,173,061,100 | ||||
The accompanying notes are an integral part of these combined financial statements.
4
JRD Unico, Inc. and Affiliates
Combined Statements of Comprehensive Income
Years Ended December 27, 2025 and December 28, 2024
| 2025 | 2024 | |||||||
| Net income | $ | 1,196,976,900 | $ | 1,173,061,100 | ||||
| Change in fair value of interest rate swap agreements, net of taxes | (2,056,900 | ) | (83,700 | ) | ||||
| Comprehensive income | $ | 1,194,920,000 | $ | 1,172,977,400 | ||||
The accompanying notes are an integral part of these combined financial statements.
5
JRD Unico, Inc. and Affiliates
Combined Statements of Stockholders’ Deficiency
Years Ended December 27, 2025 and December 28, 2024
| Accumulated | ||||||||||||||||||||||||||||
| Other | Retained | |||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Comprehensive | Earnings | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Income (Loss) | (Deficiency) | Total | ||||||||||||||||||||||
| Balance at December 30, 2023 | 141,135.2 | $ | 2,100 | 71,547.6 | $ | (2,614,087,800 | ) | $ | 2,074,600 | $ | (2,798,776,400 | ) | $ | (5,410,787,500 | ) | |||||||||||||
| Net income | - | - | - | - | - | 1,173,061,100 | 1,173,061,100 | |||||||||||||||||||||
| Change in fair value of interest rate swap agreements, net of taxes of $31,000 | - | - | - | - | (83,700 | ) | - | (83,700 | ) | |||||||||||||||||||
| Dividends | - | - | - | - | - | (1,028,883,600 | ) | (1,028,883,600 | ) | |||||||||||||||||||
| Balance at December 28, 2024 | 141,135.2 | $ | 2,100 | 71,547.6 | $ | (2,614,087,800 | ) | $ | 1,990,900 | $ | (2,654,598,900 | ) | $ | (5,266,693,700 | ) | |||||||||||||
| Net income | - | - | - | - | - | 1,196,976,900 | 1,196,976,900 | |||||||||||||||||||||
| Change in fair value of interest rate swap agreements, net of taxes of $760,800 | - | - | - | - | (2,056,900 | ) | - | (2,056,900 | ) | |||||||||||||||||||
| Dividends | - | - | - | - | - | (455,994,800 | ) | (455,994,800 | ) | |||||||||||||||||||
| Balance at December 27, 2025 | 141,135.2 | $ | 2,100 | 71,547.6 | $ | (2,614,087,800 | ) | $ | (66,000 | ) | $ | (1,913,616,800 | ) | $ | (4,527,768,500 | ) | ||||||||||||
The accompanying notes are an integral part of these combined financial statements.
6
JRD Unico, Inc. and Affiliates
Combined Statements of Cash Flows
Years Ended December 27, 2025 and December 28, 2024
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 1,196,976,900 | $ | 1,173,061,100 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Provision for credit losses | (512,200 | ) | 632,900 | |||||
| Depreciation and amortization expense | 67,433,900 | 66,136,300 | ||||||
| Amortization of deferred issuance costs | 2,069,700 | 1,971,300 | ||||||
| Deferred income taxes | 7,253,100 | (19,613,300 | ) | |||||
| Loss on interest rate swaps | 27,423,200 | 3,121,500 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | (3,275,700 | ) | 2,815,600 | |||||
| Inventories | (53,567,100 | ) | (26,727,200 | ) | ||||
| Prepaid expenses and other current assets | (14,649,200 | ) | 7,510,100 | |||||
| Other assets | 25,385,400 | 1,319,300 | ||||||
| Net change in operating right-of-use assets and lease liabilities | 2,330,000 | 1,820,500 | ||||||
| Accounts payable | 18,306,200 | (3,181,900 | ) | |||||
| Accrued expenses | 10,288,000 | 33,420,400 | ||||||
| Income taxes payable | (30,051,200 | ) | 21,744,200 | |||||
| Other long-term liabilities | (36,732,900 | ) | (8,133,600 | ) | ||||
| Net cash provided by operating activities | 1,218,678,100 | 1,255,897,200 | ||||||
| Cash flows from investing activities | ||||||||
| Purchases of fixed assets | (137,248,600 | ) | (140,602,700 | ) | ||||
| Net cash used in investing activities | (137,248,600 | ) | (140,602,700 | ) | ||||
| Cash flows from financing activities | ||||||||
| Payments of deferred issuance costs | - | (1,610,800 | ) | |||||
| Repayments of mortgage notes | (103,922,400 | ) | (31,375,600 | ) | ||||
| Borrowings under revolving credit facility | - | 307,500,000 | ||||||
| Repayments of revolving credit facility | - | (307,500,000 | ) | |||||
| Repayment of shareholder notes | (309,408,700 | ) | (750,000,000 | ) | ||||
| Repayment of treasury stock note | - | (933,333,300 | ) | |||||
| Proceeds from issuance of private placement debt | - | 1,260,000,000 | ||||||
| Repayment of long-term debt | (197,467,500 | ) | (285,867,500 | ) | ||||
| Dividends paid | (455,994,800 | ) | (1,028,883,600 | ) | ||||
| Net cash used in financing activities | (1,066,793,400 | ) | (1,771,070,800 | ) | ||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 14,636,100 | (655,776,300 | ) | |||||
| Cash, cash equivalents, and restricted cash | ||||||||
| Beginning of year | 217,437,300 | 873,213,600 | ||||||
| End of year | $ | 232,073,400 | $ | 217,437,300 | ||||
| Cash and cash equivalents | $ | 190,867,000 | $ | 176,539,100 | ||||
| Restricted cash | 41,206,400 | 40,898,200 | ||||||
| Total cash, cash equivalents and restricted cash shown in the Combined Balance Sheets | $ | 232,073,400 | $ | 217,437,300 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid during the year for | ||||||||
| Interest | $ | 198,705,200 | $ | 158,123,700 | ||||
| Interest - related parties | $ | 84,596,600 | $ | 138,235,100 | ||||
| Income taxes | $ | 505,644,900 | $ | 418,303,700 | ||||
The accompanying notes are an integral part of these combined financial statements.
7
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
1. Description of Business and Basis of Presentation
JRD Unico, Inc., a C-Corporation, through its wholly owned subsidiaries, JRD Holdings LLC (“JRD”) and Jetro Holdings LLC (“JHLLC”), both limited liability companies, (collectively, the “Company”) is engaged primarily in the cash-and-carry distribution of food, restaurant supplies, and related items throughout the United States through its Jetro Cash and Carry and Restaurant Depot warehouses.
2. Summary of Significant Accounting Policies
Principles of Combination
The accompanying combined financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its subsidiaries, all of which are wholly owned, as well as the accounts of its affiliate Warehouse Realty, LLC (“Warehouse Realty”). The accounts of the affiliate are included in these combined financial statements due to common ownership and management. Warehouse Realty is an entity owned primarily by the ultimate shareholders of the Company which leases substantially all its real estate to JHLLC. All significant intercompany accounts and transactions have been eliminated in combination.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until underlying transactions are completed, and accordingly, actual results could differ from those estimates. Significant estimates relate to self-insurance reserves and fair value estimates and measurements.
Fiscal Year-End
The Company has a 52-53 week fiscal year ending on the last Saturday of the calendar year. Under the Company’s policy, fiscal 2025 is defined as the 52 weeks ended December 27, 2025 and fiscal 2024 is defined as the 52 weeks ended December 28, 2024.
Revenue Recognition
The Company follows Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “Standard”). The Standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services based on the assessment of five key steps, including a) Identification of the contract arrangement with the customer; b) Identification of the performance obligations in the contract; c) Determination of the transaction price; d) Allocation of the transaction price to the performance obligations in the contract; and e) Recognition of revenue when the entity satisfies its performance obligation.
The Company recognizes revenues when its performance obligation is satisfied, which is the point at which control of the promised goods is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods. For all the Company’s customer arrangements, control transfers to the customer at a point-in-time when goods have been delivered, as that is generally when legal title, physical possession and risks and rewards of goods transfer to the customer. The timing of satisfaction of the performance obligation is not subject to significant judgment.
8
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
Sales tax collected from customers is not included in revenue but rather recorded as a liability due to the respective taxing authorities.
Disaggregated Revenues
The following table presents sales revenue by region for the years ended December 27, 2025 and December 28, 2024:
| 2025 | 2024 | |||||||
| East | $ | 7,219,568,400 | $ | 7,046,378,300 | ||||
| Southeast | 1,876,615,300 | 1,827,929,800 | ||||||
| Midwest | 2,070,716,200 | 1,993,219,400 | ||||||
| West | 4,645,278,100 | 4,463,816,000 | ||||||
| Total sales | $ | 15,812,178,000 | $ | 15,331,343,500 | ||||
Contract Balances
After satisfaction of the Company’s performance obligations, it has an unconditional right to consideration as outlined in its contracts with customers. The Company extends credit terms to some of its customers based on its assessment of each customer’s creditworthiness. Customer receivables included in Accounts receivable, net of allowance for credit losses in the Combined Balance Sheets at December 27, 2025 and December 28, 2024, were $9,058,800 and $5,270,900, respectively.
Cash, Cash Equivalents and Restricted Cash
The Company considers short-term investments with original maturities of three months or less to be cash equivalents and maintains its cash in bank accounts, which, at times, may exceed federally insured limits. The Company believes it mitigates its risks by investing in or through major financial institutions. The Company is required to maintain certain cash balances due primarily to collateral on workers compensation policies and escrow for mortgages on certain properties which amount to $41,206,400 and $38,502,900 at December 27, 2025 and December 28, 2024, respectively. The Company had a cash balance of $2,395,300 at December 28, 2024, in a sinking fund, to provide for a balloon payment on a mortgage (Note 5).
Accounts Receivable
Accounts receivable consists primarily of customer receivables, net of an allowance for credit losses. The Company makes estimates for credit losses based upon its assessment of various factors, including previous loss history continually updated for new collections data, the credit quality of its customers and the age of the accounts receivable balances. The provision for estimated credit losses on Accounts receivable is recorded to Selling, general and administrative expenses on the Combined Statements of Income.
9
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
Inventories
Merchandise inventories are stated at the lower of cost or market. Merchandise inventories are valued by the cost method of accounting, using the last-in, first-out (“LIFO”) basis. The Company believes the LIFO method more fairly presents the results of operations by more closely matching current costs with current revenues. The Company records an adjustment annually for the effect of inflation or deflation, after inventory levels have been determined. The Company initially provides for estimated inventory losses between physical inventory counts using estimates based on experience. The provision is adjusted periodically to reflect physical inventory counts, which occur throughout the year.
Vendor Rebates and Allowances
Periodic payments from vendors in the form of volume rebates or other purchase discounts that are evidenced by signed agreements are reflected in the carrying value of the inventory when earned or as the Company progresses towards earning the rebate or discount. Other consideration received from vendors is generally recorded as a reduction of merchandise costs upon completion of contractual milestones or the terms of the related agreement.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided for using the straight-line method over the estimated useful lives of the assets, which are 39 years for buildings and improvements and 3–5 years for equipment, furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term, including renewal options reasonably certain to be exercised, or the estimated useful life of the asset. Expenditures which significantly improve or extend the life of an asset are capitalized and depreciated, while charges for routine maintenance and repairs are expensed as incurred. The cost and accumulated depreciation and amortization of property retired or disposed of are removed from the respective accounts, and the gain or loss, if any, is reflected in earnings.
Goodwill
Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is not amortized, rather it is tested for impairment annually, and more frequently if triggering events occur. The Company can first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it needs to perform a quantitative goodwill impairment test.
The Company performed its goodwill impairment tests at December 27, 2025 and December 28, 2024, and no impairments were noted.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. In reviewing for impairment, the Company compares the carrying value of the assets to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the asset’s fair value and its carrying amount. No impairment losses were recognized during 2025 or 2024.
10
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
Marketable Securities
Investments related to the Company’s Deferred Compensation Plan (Note 10) are set aside in a Rabbi Trust. Such investments, which are included as a component of Other assets in the Combined Balance Sheets are recorded at fair value based on quoted market prices for identical investments, as all such investments are traded in active markets. The Company classifies and accounts for investments held in the Rabbi Trust as either held to maturity, available-for-sale, or trading at the time of purchase, and re-evaluates such classifications as of each balance sheet date. At December 27, 2025 and December 28, 2024, all such investments were classified as trading and, as a result, were reported at fair value with any related unrealized gains and losses included in earnings.
Deferred Financing and Issuance Costs
The unamortized portion of deferred financing costs is presented as a component of Other assets in the Combined Balance Sheets and the unamortized portion of deferred issuance costs is presented as a reduction of long-term debt in the Combined Balance Sheets. Both deferred financing and deferred issuance costs are amortized over the term of the related debt agreements using the effective interest method (Note 5) and are included in Amortization of deferred issuance costs within the Combined Statements of Income.
Self-Insurance Liabilities
The Company uses a combination of insurance and self-insurance mechanisms to provide for potential liabilities for workers’ compensation and general liability claims. The Company believes it is adequately insured under these programs. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience and evaluations of outside expertise, demographic factors, severity factors and other actuarial assumptions. The estimated accruals for these liabilities could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. The estimated accruals for these liabilities are $94,595,500 and $77,356,200 at December 27, 2025 and December 28, 2024, respectively, and are included in Accrued expenses in the Combined Balance Sheets.
Leases
The Company leases certain warehouse space for use in operations. The Company’s leases are evaluated at inception or at any subsequent material modification and, depending on the lease terms, are classified as either finance leases or operating leases.
Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Most of the leases provide an implicit rate. For those leases that do not provide an implicit rate, an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date is used. Certain leases may include options to renew which the Company includes when it is reasonably certain that the renewal option would be exercised. Lease agreements with the lease and nonlease components are generally accounted for separately
11
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
Derivative Financial Instruments
The Company uses derivatives to manage exposure to interest rate fluctuations. The Company’s objective for holding derivatives is to minimize the volatility of cash flows associated with changes in interest rates. The Company does not enter derivative transactions for trading or speculative purposes. The Company recognizes derivatives as either assets or liabilities in the Combined Balance Sheets and measures these instruments at fair value. The fair value of interest rate swaps is estimated using option pricing models that value the potential swaps to become in the money through changes in interest rates during the remaining term of the agreement. The Company obtains bank quotations to assist in the valuation. Changes in the fair value of those instruments are reported in earnings or other comprehensive income depending on the nature of the derivative and whether it qualifies for hedge accounting.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company expects to fully realize its deferred tax assets.
The Company recognizes a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. If this threshold is met, the Company measures the tax benefit as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
The Company’s 2022 through 2025 tax years remain subject to examination by the Internal Revenue Service and its 2021 through 2025 tax years remain subject to examination by the various state jurisdictions in which the Company files income tax returns.
Pre-Opening Costs
Expenditures of a noncapital nature incurred prior to opening new warehouses, in connection with the expansion of the Company’s business, are charged to operations in the fiscal year incurred.
Advertising
The Company expenses advertising costs in the year incurred. Advertising expense amounted to $7,024,700 and $6,539,700 for the years ended December 27, 2025 and December 28, 2024, respectively, and are included within Selling, general and administrative expenses within the Combined Statements of Income.
Comprehensive Income
Comprehensive income consists of Net income and Other comprehensive income or loss. Other comprehensive income or loss consists of the unrealized gains and losses, net of tax, associated with the Company’s derivatives accounted for as hedges.
12
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
Fair Value Measurements
In accordance with current accounting guidance, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements).
The accounting guidance provides three levels of the fair value hierarchy as follows:
| Level 1 | Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; | |
| Level 2 | Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; | |
| Level 3 | Inputs that are unobservable. |
A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The fair value of investments in marketable securities is based upon the quoted market prices of those investments at period end. The fair values of the interest rate swap contracts are based on valuations of similar, but not identical, instruments.
Risks and Uncertainties
The Company sells a majority of its products to other businesses who will use the products in their own operations. Such customers include restaurants, grocery stores, institutions and other food and restaurant supply businesses. The strength of demand for the Company’s products is dependent upon the ultimate demand from customers which may be subject to various external factors such as the overall economic condition in the markets in which the Company operates.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 in the fiscal year ended 2025 on a prospective basis. The adoption of the standard did not have a material impact on the combined financial statements.
13
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its combined financial statements.
| 3. | Inventories |
Inventories consist of the following at December 27, 2025 and December 28, 2024:
| 2025 | 2024 | |||||||
| Merchandise inventory, at FIFO | $ | 1,002,432,500 | $ | 906,183,800 | ||||
| Less: LIFO reserve | 406,178,000 | 363,496,400 | ||||||
| Merchandise inventory, at LIFO | $ | 596,254,500 | $ | 542,687,400 | ||||
Use of the LIFO method, as compared to the first-in, first-out (“FIFO”) method, had the effect of decreasing inventories and income before provision for income taxes by $42,681,600 and $16,380,600 for the years ended December 27, 2025 and December 28, 2024, respectively.
| 4. | Property, Plant and Equipment |
Property, plant and equipment, net, consists of the following at December 27, 2025 and December 28, 2024:
| 2025 | 2024 | |||||||
| Land | $ | 546,420,000 | $ | 525,768,900 | ||||
| Buildings and improvements | 1,191,679,300 | 1,108,001,500 | ||||||
| Equipment, furniture and fixtures | 551,707,400 | 523,261,600 | ||||||
| Construction in progress | 45,912,000 | 80,166,200 | ||||||
| Leasehold improvements | 284,213,900 | 250,497,400 | ||||||
| 2,619,932,600 | 2,487,695,600 | |||||||
| Less: Accumulated depreciation and amortization | 994,811,400 | 932,389,100 | ||||||
| Property, plant and equipment, net | $ | 1,625,121,200 | $ | 1,555,306,500 | ||||
Total depreciation and amortization expense relating to property, plant, and equipment amounted to $67,433,900 and $66,136,300, for the years ended December 27, 2025 and December 28, 2024, respectively.
14
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
5. Long-Term Debt
Long-term debt consists of the following at December 27, 2025 and December 28, 2024:
| 2025 | 2024 | |||||||
| 2012 Private placement (a) | $ | 116,363,600 | $ | 174,545,500 | ||||
| 2018 Private placement (b) | 375,000,000 | 475,000,000 | ||||||
| 2020 Private placement (c) | 1,036,428,600 | 1,075,714,300 | ||||||
| 2021 Private placement (d) | 1,000,000,000 | 1,000,000,000 | ||||||
| 2024 Private placement (e) | 1,260,000,000 | 1,260,000,000 | ||||||
| Revolving credit facility (f) | - | - | ||||||
| 2015 Mortgages payable - Warehouse Realty (g) | - | 69,464,000 | ||||||
| 2016 Mortgages payable - Warehouse Realty (h) | 67,944,200 | 74,284,200 | ||||||
| 2017 Mortgages payable - Warehouse Realty (i) | 61,753,500 | 66,899,600 | ||||||
| 2021 Mortgages payable - Warehouse Realty (j) | 370,739,000 | 373,034,900 | ||||||
| 2021 Mortgages payable - Warehouse Realty (k) | 334,313,500 | 341,728,700 | ||||||
| 2021 Mortgage Agreement (l) | 36,616,200 | 38,585,400 | ||||||
| 2022 Mortgage Agreement (m) | 17,278,800 | 18,063,700 | ||||||
| 2022 Mortgage Agreement (n) | 42,636,000 | 44,574,000 | ||||||
| Other mortgages payable - Warehouse Realty (o) | - | 8,500,000 | ||||||
| Equipment financing loan (p) | - | 69,200 | ||||||
| Shareholder dividend notes (q) | 1,127,200,700 | 1,436,609,400 | ||||||
| Shareholder dividend notes (r) | 398,488,900 | 398,488,900 | ||||||
| Total long-term debt | 6,244,763,000 | 6,855,561,800 | ||||||
| Less: Deferred issuance costs | 9,417,400 | 11,487,300 | ||||||
| Less: Current maturities | 186,870,100 | 301,385,300 | ||||||
| Long-term debt, less current maturities | $ | 6,048,475,500 | $ | 6,542,689,200 | ||||
| a. | In April 2012, the Company issued Series B notes (“2012 Private Placement Notes”) in the amount of $640,000,000 bearing interest, paid semi-annually, at the rate of 4.65%. Annual principal payments of $58,181,818 commenced on April 30, 2017, with the notes final due date being April 30, 2027. |
The 2012 Private Placement Notes contain several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of debt ratio.
| b. | In April 2018, the Company issued $600,000,000 of Senior Variable Rate Notes (“2018 Private Placement Notes”). The 2018 Private Placement Notes were issued in two tranches: |
Series A notes in the amount of $225,000,000 bear interest, paid quarterly on January 25, April 25, July 25 and October 25 of each year, at variable rates. In August 2023, the Company repaid $125,000,000 of these notes. The notes were repaid in full on April 25, 2025.
Series B notes in the amount of $375,000,000 bear interest, paid quarterly on January 25, April 25, July 25 and October 25 of each year, at variable rates (5.52% at December 27, 2025). The notes have a balloon payment on April 25, 2028.
The 2018 Private Placement Notes contain several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of debt ratio.
15
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
| c. | In November 2020, the Company issued a combination of Senior Fixed Rate and Senior Variable Rate Notes totaling $1,275,000,000 (“2020 Private Placement Notes”). The 2020 Private Placement Notes were issued in five tranches: |
Series A notes in the amount of $250,000,000 bear interest, semi-annually on May 18 and November 18, at the rate of 2.30%. The notes have a balloon payment on November 18, 2027.
Series B notes in the amount of $125,000,000 bear interest, semi-annually on May 18 and November 18, at the rate of 2.63%. The notes have a balloon payment on November 18, 2030.
Series C notes in the amount of $400,000,000 bear interest, semi-annually on May 18 and November 18, at the rate of 2.73%. The notes have a balloon payment on November 18, 2032.
Series D notes in the amount of $225,000,000 bear interest, paid quarterly on February 18, May 18, August 18 and November 18 of each year, at variable rates (5.99% at December 27, 2025). The notes have a balloon payment on November 18, 2030. In November 2024, the Company repaid $160,000,000 of these notes. Series E notes in the amount of $275,000,000 bear interest, semi-annually on May 18 and November 18, at the rate of 2.30%. Annual principal payments of $39,285,714 commence on November 18, 2024 with the notes final due date being November 18, 2030.
The 2020 Private Placement Notes contain several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of debt ratio.
| d. | In October 2021, the Company issued a combination of Senior Fixed Rate and Senior Variable Rate Notes totaling $1,000,000,000 (“2021 Private Placement Notes”). The 2021 Private Placement Notes were issued in five tranches: |
Series A notes in the amount of $250,000,000 bears interest, semi-annually on April 14 and October 14, at the rate of 2.50%. The notes have a balloon payment on October 14, 2029.
Series B notes in the amount of $155,000,000 bears interest, semi-annually on April 14 and October 14, at the rate of 2.68%. The notes have a balloon payment on October 14, 2031.
Series C notes in the amount of $250,000,000 bears interest, semi-annually on April 14 and October 14, at the rate of 2.83%. The notes have a balloon payment on October 14, 2032.
Series D notes in the amount of $250,000,000 bears interest, semi-annually on April 14 and October 14, at the rate of 2.98%. The notes have a balloon payment on October 14, 2036.
Series E notes in the amount of $95,000,000 bears interest, paid quarterly on January 14, April 14, July 14 and October 14 of each year, at variable rates (5.42% at December 27, 2025). The notes have a balloon payment on October 14, 2031.
The 2021 Private Placement Notes contain several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of debt ratio.
16
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
| e. | In November 2024, the Company issued a combination of Senior Fixed Rate and Senior Variable Rate Notes totaling $1,260,000,000 (“2024 Private Placement Notes”). The 2024 Private Placement Notes were issued in five tranches: |
Series A notes in the amount of $250,000,000 bears interest, semi-annually on May 19 and November 19, at the rate of 5.30%. The notes have a balloon payment on November 19, 2031.
Series B notes in the amount of $275,000,000 bears interest, semi-annually on May 19 and November 19, at the rate of 5.50%. The notes have a balloon payment on November 19, 2034.
Series C notes in the amount of $275,000,000 bears interest, semi-annually on May 19 and November 19, at the rate of 5.55%. The notes have a balloon payment on November 19, 2035.
Series D notes in the amount of $200,000,000 bears interest, semi-annually on May 19 and November 19, at the rate of 5.60%. The notes have a balloon payment on November 19, 2036.
Series E notes in the amount of $260,000,000 bears interest, semi-annually on May 19 and November 19, at the rate of 5.70%. The notes have a balloon payment on November 19, 2039.
The 2024 Private Placement Notes contain several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of debt ratio.
| f. | On August 30, 2023 the Company and its lenders entered into a $400 million Second Amended and Restated Credit Agreement (“RC Agreement”) to replace the existing Revolving Credit Agreement. The RC Agreement facility expires on August 30, 2026. As per the same amendment, the reference rate of the RC Agreement changed from LIBOR to SOFR. As of December 27, 2025, there were no outstanding borrowings on the RC Agreement. Borrowings are collateralized by a guarantee of the Company and material affiliates, as defined, and bear interest at variable rates, as outlined in the RC Agreement. The RC Agreement contains several covenants including a combined debt to EBITDA ratio, fixed charge ratio and incurrence of debt ratio. The Company incurs a commitment fee at a rate of 0.2% for the unused portion of the available credit under the RC Agreement. |
| g. | In July 2015, Warehouse Realty entered into a ten-year mortgage credit agreement (the “2015 Mortgage Agreement”) maturing in July 2025. Borrowings were collateralized by first mortgages on 21 Warehouse Realty properties, bearing interest at various variable rates as outlined in the 2015 Mortgage Agreement. The 2015 Mortgage Agreement contained several covenants, including specified funded debt and fixed charge coverage ratios, and contained cross-default provisions. The 2015 Mortgage Agreement was repaid in full in August 2025. |
| h. | In September 2016, Warehouse Realty entered into a ten-year mortgage credit agreement (the “2016 Mortgage Agreement”) maturing in September 2026. Borrowings are collateralized by first mortgages on 20 Warehouse Realty properties and bear interest at various variable rates (5.47% at December 27, 2025), as outlined in the 2016 Mortgage Agreement. The net book value of the related properties is $136,832,300 at December 27, 2025. The 2016 Mortgage Agreement contains several covenants, including specified funded debt and fixed charge coverage ratios, and contains cross-default provisions. |
17
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
| i. | In December 2017, Warehouse Realty entered into a ten-year mortgage credit agreement (the “2017 Mortgage Agreement”) maturing in December 2027. Borrowings are collateralized by first mortgages on eight Warehouse Realty properties and bear interest at various variable rates (5.47% at December 27, 2025), as outlined in the 2017 Mortgage Agreement. The net book value of the related properties is $103,265,300 at December 27, 2025. The 2017 Mortgage Agreement contains several covenants, including specified funded debt and fixed charge coverage ratios, and contains cross-default provisions. |
| j. | In January 2021, Warehouse Realty entered into a twenty-year mortgage credit agreement (the “January 2021 Mortgage Agreement”) maturing in January 2041. Borrowings are collateralized by 39 Warehouse Realty properties. The interest rate applicable to the January 2021 Mortgage Agreement is fixed at 3.62% per annum. The net book value of the related properties is $324,579,000 at December 27, 2025. |
| k. | In December 2021, Warehouse Realty entered into a twenty-year mortgage credit agreement (the “December 2021 Mortgage Agreement”) maturing in December 2041. Borrowings are collateralized by 20 Warehouse Realty properties. The interest rate applicable to the December 2021 Mortgage Agreement is fixed at 3.24% per annum. The net book value of the related properties is $230,696,300 at December 27, 2025. |
| l. | In January 2021, the Company entered into a ten-year mortgage credit agreement (the “2021 TD Bank Mortgage Agreement”). Borrowings are collateralized by first mortgages on the Company’s Hamilton Avenue, New York and Long Beach, California properties maturing on January 1, 2031. Borrowings under the facility bear interest at variable rates (5.45% at December 27, 2025), as outlined in the 2021 TD Bank Mortgage Agreement. The combined net book value of the related properties pledged as collateral on the mortgage notes is $4,029,200 at December 27, 2025. The 2021 TD Bank Mortgage Agreement contains several covenants, including specified funded debt and fixed charge coverage ratios, and contains cross-default provisions. |
| m. | In January 2022, the Company entered into a fifteen-year mortgage credit agreement (the “2022 Mortgage Agreement”) maturing in January 2037. Borrowings are collateralized by first mortgages on the Company’s Jersey City, New Jersey and Mesa, Arizona properties and bear interest at various variable rates (5.42% at December 27, 2025), as outlined in the 2022 Mortgage Agreement. The net book value of the related properties is $11,417,800 at December 27, 2025. The 2022 Mortgage Agreement contains several covenants, including specified funded debt and fixed charge coverage ratios, and contains cross-default provisions. |
| n. | In January 2022, the Company entered into a fifteen-year mortgage credit agreement maturing January 2037. Borrowings are collateralized by a first mortgage on the Company’s Vernon, California property and bear interest at various variable rates (5.25% at December 27, 2025), as outlined in the 2022 Mortgage Agreement. The net book value of the related property is $6,756,500 at December 27, 2025. The 2022 Mortgage Agreement contains several covenants, including specified funded debt and fixed charge coverage ratios, and contains cross-default provisions. |
18
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
| o. | In August 2018, Warehouse Realty entered into a financing arrangement for the acquisition and construction of a new warehouse facility in Charleston, South Carolina (“Charleston Facility”) under a seven-year financing agreement bearing interest at the rate of 1.60% per that matured in August 2025. The debt was collateralized by a first mortgage on the Charleston Facility and contained financial covenants including specified funded debt, fixed charge coverage ratios and limitations on additional indebtedness. The financing agreement was repaid in August 2025. |
| p. | In June 2017, the Company entered into an equipment financing agreement with an energy supplier to install solar equipment under a ten-year financing agreement at one of its facilities in New Jersey. The note, bearing interest at the rate of 11.18% per annum, required monthly installments of principal and interest as defined in the agreement. The energy supplier was required to purchase the Solar Renewable Energy Certificates (“SRECs”) generated by the solar equipment from the Company at a minimum floor amount throughout the term of the agreement. The note was fully satisfied in May 2025. |
| q. | On December 23, 2020 the Company declared a dividend and issued notes in lieu of cash. The shareholder dividend notes bear interest, paid semi-annually, at the rate of 5%. The notes have a final maturity date of December 23, 2030. |
| r. | On October 20, 2021 the Company declared a dividend and issued notes in lieu of cash. The shareholder dividend notes bear interest, paid semi-annually, at the rate of 4%. The notes have a final maturity date of October 20, 2028. |
For all long-term debt, the Company is in compliance with all covenants as of and for the years ended December 27, 2025 and December 28, 2024.
The aggregate maturities of Long-term debt for each of the five fiscal years subsequent to December 27, 2025 and thereafter are as follows:
| 2026 | $ | 186,870,100 | |||
| 2027 | 422,007,200 | ||||
| 2028 | 832,370,800 | ||||
| 2029 | 310,634,400 | ||||
| 2030 | 1,386,487,300 | ||||
| Thereafter | 3,106,393,200 | ||||
| $ | 6,244,763,000 |
The Company has available letters of credit amounting to $5,707,400 and $117,413 at December 27, 2025 and December 28, 2024, respectively.
19
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
6. Derivative Financial Instruments
JRD Holdings, LLC
At December 27, 2025 and December 28, 2024, JRD was a party to five and six interest rate swap agreements, respectively, with terms expiring through April 25, 2028. Under these agreements, JRD pays or receives from the counterparty, on a quarterly basis, the amounts, if any, by which JRD’s interest payments on the aggregate hedged debt ($535,000,000 and $635,000,000 at December 27, 2025 and December 28, 2024, respectively) are below or exceed specified rates. The swap agreements do not meet the requirements for hedge accounting treatment. The fair value of these interest rate swaps was an asset of $21,003,800 and $42,991,000 as of December 27, 2025 and December 28, 2024, respectively, and is included in Other assets in the Combined Balance Sheets. JRD recorded losses of $21,987,200 and $2,990,800 during fiscal years 2025 and 2024, respectively, as a component of loss on interest rate swaps, net in the Combined Statements of Income.
JRD received $15,058,800 and $21,941,500 in fiscal years 2025 and 2024, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net in the Combined Statements of Income.
Jetro Management and Development Corp.
Jetro Management and Development Corp. (“JMD”), a wholly owned subsidiary of the Company, was a party to three interest rate swap agreements at December 27, 2025 and December 28, 2024, with terms expiring through January 2037. Under the agreements, JMD pays or receives from the counterparty, on a monthly basis, the amounts, if any, by which JMD’s interest payments on the aggregate hedged debt ($79,414,000 and $83,320,900 at December 27, 2025 and December 28, 2024, respectively) are below or exceed specified rates. JMD received $2,274,800 and $3,184,900 in 2025 and 2024, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net in the Combined Statements of Income.
These JMD agreements do not meet the requirements for hedge accounting treatment. The fair value of these interest rate swaps was an asset of $8,878,400 and $12,433,600 as of December 27, 2025 and December 28, 2024, respectively, and is included in Other assets in the Combined Balance Sheets. The Company recorded, as a component of loss on interest rate swaps, net, a loss of $3,555,200 during fiscal year 2025 and a gain of $1,425,000 during fiscal year 2024.
Warehouse Realty
During fiscal years 2025 and 2024 Warehouse Realty was a party to four interest rate swap agreements, with terms expiring through January 2037. The interest rate swap agreements are intended to reduce the impact of changes in interest rates on the Company’s debt. Under the agreements, on a monthly basis, Warehouse Realty pays or receives from the counterparties, consisting of one financial institution, the amounts, if any, by which the Company’s interest payments are below or exceed specified interest rates. The aggregate debt hedged is $148,158,500 and $229,889,244 at December 27, 2025 and December 28, 2024, respectively. Warehouse Realty received $3,642,700 and $7,088,400 in fiscal 2025 and fiscal 2024, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net in the Combined Statements of Income.
20
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
Two of these swap agreements in fiscal years 2025 and 2024 meet the requirement for hedge accounting treatment. The fair value of these interest rate swaps was an asset of $878,400 and $3,695,900 as of December 27, 2025 and December 28, 2024, respectively, and is included in Other assets in the Combined Balance Sheets. The Company recorded, as a component of other comprehensive income, an unrealized loss of $2,056,900 net of deferred taxes of $760,800 in fiscal year 2025 and an unrealized loss of $83,700 net of deferred taxes of $31,000 in fiscal year 2024.
Two of these swap agreements do not meet the requirements for hedge accounting. The fair value of these interest rate swaps was an asset of $2,100,700 and $3,981,500 as of December 27, 2025 and December 28, 2024, respectively, and is included in Other assets in the Combined Balance Sheets. The Company recorded, as a component of loss on interest rate swaps, net, losses of $1,880,800 and $1,555,800 during fiscal years 2025 and 2024, respectively.
The Company is exposed to credit losses in the event of nonperformance by the counterparties to its interest rate swap exchange agreements. The Company anticipates, however, that counterparties will be able to fully satisfy their obligations under the contracts. The Company does not obtain collateral to support financial instruments but monitors the credit standing of the counterparties.
7. Income Taxes
The components of income before provision for income taxes are as follows:
| 2025 | 2024 | ||||||||
| Domestic | $ | 1,666,725,300 | $ | 1,603,135,300 | |||||
The provision for income taxes is comprised of the following for the years ended December 27, 2025 and December 28, 2024:
| 2025 | 2024 | |||||||
| Current provision | ||||||||
| Federal | $ | 323,864,100 | $ | 314,136,600 | ||||
| State | 138,631,100 | 135,550,900 | ||||||
| 462,495,200 | 449,687,500 | |||||||
| Deferred provision | ||||||||
| Federal | 4,018,800 | (16,658,500 | ) | |||||
| State | 3,234,400 | (2,954,800 | ) | |||||
| 7,253,200 | (19,613,300 | ) | ||||||
| Provision for income taxes | $ | 469,748,400 | $ | 430,074,200 |
21
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
The Company has elected to prospectively adopt the guidance in ASU 2023-09. In accordance with the adoption of ASU 2023-09, a reconciliation of the statutory federal income tax rate to the effective income tax rate for the year ended December 27, 2025 is as follows:
| 2025 | % | |||||||
| Federal statutory income tax | $ | 350,012,400 | 21.00 | % | ||||
| State and local income tax, net of federal income tax effect(1) | 112,208,800 | 6.73 | % | |||||
| Nontaxable or nondeductible items | 419,000 | 0.03 | % | |||||
| Tax credits | (1,500,000 | ) | (0.09 | )% | ||||
| Other items | 8,608,200 | 0.52 | % | |||||
| Provision for income taxes | $ | 469,748,400 | 28.19 | % | ||||
| (1) | State taxes in New York, California, New Jersey, and New York City made up the majority (greater than 50 percent) of the tax effect in this category. |
A reconciliation of the statutory federal income tax rate to the effective income tax rate for the year ended December 28, 2024, prior to the adoption of ASU 2023-09, is as follows:
| 2024 | % | |||||||
| Federal statutory income tax | $ | 336,658,400 | 21.00 | % | ||||
| State and local income tax, net of federal income tax effect | 103,273,300 | 6.44 | % | |||||
| Other items | (9,857,500 | ) | (0.61 | )% | ||||
| Provision for income taxes | $ | 430,074,200 | 26.83 | % | ||||
The effective tax rate for the years ended December 27, 2025 and December 28, 2024 differs from the federal statutory rate of 21% due primarily to state and local income taxes, permanent differences, tax credits, and the exclusion of pre-tax book income of Warehouse Realty LLC, as this entity files separate federal and state income tax returns as a partnership.
22
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
Significant components of the Company’s deferred tax assets and liabilities as of December 27, 2025 and December 28, 2024 are as follows:
| 2025 | 2024 | |||||||
| Deferred tax assets | ||||||||
| Inventory capitalization | $ | 10,057,500 | $ | 9,472,200 | ||||
| Lease liability | 432,780,100 | 442,433,900 | ||||||
| Deferred compensation and earnings appreciation rights | 33,883,900 | 34,417,900 | ||||||
| Bad debt reserve | 983,700 | 1,181,400 | ||||||
| Warehouse closure provision | 27,000 | 113,100 | ||||||
| Accrued expenses | 36,429,600 | 37,541,900 | ||||||
| Intangibles | - | 749,500 | ||||||
| Total deferred tax assets | 514,161,800 | 525,909,900 | ||||||
| Deferred tax liabilities | ||||||||
| Change in fair value of interest rate swap agreements | 119,800 | 879,600 | ||||||
| Right-of-use asset | 393,825,600 | 407,952,000 | ||||||
| Capital assets | 12,761,600 | 8,138,000 | ||||||
| Intangibles | 3,705,400 | - | ||||||
| Other temporary differences | 5,200,700 | 3,899,200 | ||||||
| Total deferred tax liabilities | 415,613,100 | 420,868,800 | ||||||
| Net deferred taxes | $ | 98,548,700 | $ | 105,041,100 | ||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. The Company assesses the recoverability of its net deferred tax asset based upon the level of historical income and projections of future taxable income over the next two to three years. However, the amount of the deferred tax asset considered realizable could be reduced in the near term if estimates of future taxable income are reduced. The Company believes its deferred tax assets are fully realizable.
Liabilities for uncertain tax positions reflected as of December 27, 2025 and December 28, 2024 are not significant and it is not anticipated that they will materially change in the next 12 months. Although the outcome of tax audits is always uncertain, the Company believes that its tax positions will generally be sustained under audit.
The Company is subject to taxation in the United States and various state and local jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before the fiscal year ended 2021. The Company is currently subject to various state income and non-income tax audits.
23
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The effects of the new law are reflected in the combined financial statements as of and for the year ended December 27, 2025. The impact to the combined financial statements was not material for the period ended December 27, 2025.
In accordance with the adoption of ASU 2023-09, below is a summary of income taxes paid, net of refunds received, by jurisdiction for the year ended December 27, 2025.
| 2025 | ||||
| U.S. Federal | $ | 350,950,000 | ||
| New York State | 32,443,400 | |||
| U.S. State and local | 122,251,500 | |||
| Total income taxes paid | $ | 505,644,900 | ||
| 2024 total income taxes paid | $ | 418,303,700 | ||
Total income tax payments, net of refunds, in the year ended December 27, 2025 as compared to the year ended December 28, 2024 were higher primarily due to higher federal and state taxable income.
8. Common Stock and Membership Interests
JRD Unico, Inc. has the authority to issue up to 400,000 shares, of which 200,000 shares are shares of a class of common stock designated as General Business Common Stock (“GS Stock”), par value $0.01 per share and 200,000 shares are shares of a class of common stock designated as Licensed Business Common Stock (“LS Stock”), par value $0.01 per share. GS Stock and LS Stock are presented together on the Combined Balance Sheets and Combined Statements of
Stockholders’ Deficiency.
As of December 27, 2025 and December 28, 2024, there were 106,341.4 shares each of GS Stock and LS Stock issued.
As of December 27, 2025 and December 28, 2024, there were 79,934.6 shares of GS Stock outstanding and 26,406.8 shares of GS Stock held as treasury stock.
As of December 27, 2025 and December 28, 2024, there were 61,200.6 shares of LS Stock outstanding and 45,140.8 shares of LS Stock held as treasury stock. Of the shares of LS Stock held as treasury stock, 18,734.0 shares are held by the Company pursuant to the stockholders’ agreement, and will be issued upon certain events.
24
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
The membership interests in Warehouse Realty are divided into two separate classes designated as Class A Interests and Class B Interests. The Class A Members have voting rights, while the Class B Members have no voting rights. The Class B Interests bear dividends and shall be entitled to receive such dividends at the rate per annum of 6% of initial capital contributions attributable to the purchase of Class B Interests compounded annually. The unpaid portion of the dividends shall accrue interest at 6% per annum. Both the Class A and Class B membership interests, along with dividends accrued and/or paid, are eliminated in combination.
Warehouse Realty has 202,988 shares of Class A membership interests as of December 27, 2025 and December 28, 2024, respectively.
In addition, JHLLC has subscribed to $12,308,600 of Warehouse Realty Class B membership interests as of December 27, 2025 and December 28, 2024. Both the Class A and Class B membership interests are eliminated in combination.
Warehouse Realty is not owned by the Company and is included in these combined financial statements due to common ownership and management. Net income from this entity was $26,474,700 and $23,393,400 in fiscal 2025 and 2024, respectively. The net equity of this entity was a deficit of $128,342,200 and $137,783,800 at December 27, 2025 and December 28, 2024, respectively.
9. Lease Commitments
The Company leases land, buildings and certain equipment under operating lease agreements with terms ranging from five to twenty years, some of which include options to extend the leases up to five years. The Company determines if an arrangement is a lease at inception.
Operating lease rental expense was $39,172,800 and $28,373,400 for the years ended December 27, 2025 and December 28, 2024, respectively. Such amounts are net of rental income of $11,900,800 in fiscal 2025 and $10,764,100 in fiscal 2024 and are included within Selling, general and administrative expenses in the Combined Statements of Income.
Supplemental cash flow information related to leases is as follows:
| 2025 | 2024 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases | $ | 41,597,900 | $ | 34,966,800 | ||||
| Right-of-use assets obtained in exchange for lease obligations Operating leases | 34,111,700 | 84,527,900 |
25
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
Supplemental balance sheet information related to leases is as follows:
| 2025 | 2024 | |||||||
| Operating lease right-of-use assets | $ | 226,365,500 | $ | 224,016,100 | ||||
| Current portion of operating lease liabilities | $ | 30,479,900 | $ | 33,674,800 | ||||
| Long-term operating lease liabilities | 213,404,400 | 205,530,300 | ||||||
| Total operating leases liabilities | $ | 243,884,300 | $ | 239,205,100 | ||||
| Weighted average remaining lease term | 8.17 years | 8.29 years | ||||||
| Weighted average discount rate | 2.75 | % | 2.74 | % | ||||
Maturities of operating leases are as follows:
| Gross Rental | Sublease | Net Rental | |||||||||||
| Payments | Income | Payments | |||||||||||
| 2026 | $ | 36,639,400 | $ | 3,420,200 | $ | 33,219,200 | |||||||
| 2027 | 36,191,300 | 3,442,300 | 32,749,000 | ||||||||||
| 2028 | 32,849,400 | 2,515,200 | 30,334,200 | ||||||||||
| 2029 | 30,768,800 | 1,848,100 | 28,920,700 | ||||||||||
| 2030 | 29,716,400 | 1,358,600 | 28,357,800 | ||||||||||
| Thereafter | 109,617,400 | 1,799,200 | 107,818,200 | ||||||||||
| Total lease payments | 275,782,700 | 14,383,600 | 261,399,100 | ||||||||||
| Less: Imputed interest | (31,898,400 | ) | - | (31,898,400 | ) | ||||||||
| Total operating lease liabilities | $ | 243,884,300 | $ | 14,383,600 | $ | 229,500,700 | |||||||
The Company has entered into additional operating leases totaling $114,737,000 that have not commenced as of December 27, 2025. These operating leases will commence in 2026 with lease terms up to 15 years.
10. Employee Benefit and Compensation Plans
Deferred Compensation
The Company maintains a deferred compensation plan for several senior executives pursuant to Section 414(a) of the Internal Revenue Code. At December 27, 2025 and December 28, 2024, amounts contributed or to be contributed to the trust, inclusive of accumulated earnings, are $16,384,400 and $14,371,300, respectively. The asset and related liability are included in Other assets and Long-term liabilities in the Combined Balance Sheets. The Company recorded deferred compensation expense of $64,800 and $170,200 for the years ended December 27, 2025 and December 28, 2024, respectively, which is included as a component of Selling, general and administrative expenses within the Combined Statements of Income.
26
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
Assets related to the Company’s contributions to the plan are held in a Rabbi Trust and are invested in a mix of cash equivalents, mutual funds and equity securities at the direction of the trustee. The investments within the Rabbi Trust are classified as trading securities. Realized gains and losses were immaterial in fiscal 2025 and 2024. The Company recorded unrealized gains of $1,948,300 and $1,701,900 for the years ended December 27, 2025 and December 28, 2024, respectively. These unrealized gains and losses are included within Selling, general and administrative expenses within the Combined Statements of Income.
Earnings Appreciation Rights
The Company has earnings appreciation rights agreements (“EARs”), a formula based deferred compensation plan, with several senior executives. The vesting of benefits is based upon the completion of three to ten years of service. Compensation expense is based on the estimated value of the EARs and recognized on a straight-line basis over the vesting period. The value of the EARs is estimated based on expected pre-tax income of the Company relative to the base year in which the EAR was awarded. The value of the EARs as of December 27, 2025 is $108,911,000, of which $21,800,900 is included in Accrued expenses and $87,110,100 is included in Other long-term liabilities. The value of the EARs as of December 28, 2024 is $114,326,000, of which $16,238,800 is included in Accrued expenses and $98,087,200 is included in Other long-term liabilities. The related annual compensation expense of $10,823,700 and $10,079,000 is reflected in Selling, general and administrative expenses in the Combined Statements of Income for the years ended December 27, 2025 and December 28, 2024, respectively.
Contributory Savings Plan
The Company administers a contributory savings plan under Section 401(k) of the Internal Revenue Code for all eligible employees not covered by a collective bargaining agreement. Contributions by employees are not taxable until retirement. The Company’s contributions under the Plan, which are discretionary, approximated $3,102,300 and $2,989,800 in fiscal years ended 2025 and 2024, respectively.
11. Fair Value Measurements
Financial assets and liabilities measured at fair value on a recurring basis as of December 27, 2025 are summarized below:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Cash equivalents | $ | 131,800 | $ | - | $ | - | $ | 131,800 | ||||||||
| Trust assets | 16,384,400 | - | - | 16,384,400 | ||||||||||||
| Derivative instruments | - | 32,861,300 | - | 32,861,300 | ||||||||||||
| Total assets | $ | 16,516,200 | $ | 32,861,300 | $ | - | $ | 49,377,500 | ||||||||
27
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
Financial assets and liabilities measured at fair value on a recurring basis as of December 28, 2024 are summarized below:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Cash equivalents | $ | 130,000 | $ | - | $ | - | $ | 130,000 | ||||||||
| Trust assets | 14,371,300 | - | - | 14,371,300 | ||||||||||||
| Derivative instruments | - | 63,102,000 | - | 63,102,000 | ||||||||||||
| Total assets | $ | 14,501,300 | $ | 63,102,000 | $ | - | $ | 77,603,300 | ||||||||
The Company’s cash equivalents consist of money market funds that are traded in an active market and the net asset value of each fund on the last day of the quarter is used to determine its fair value. Valuations of these cash equivalents do not require a significant degree of judgment, and as such, are classified as Level 1.
The Company’s trust assets consist primarily of stocks and mutual funds that are traded in an active market and the net asset value of each fund on the last day of the quarter is used to determine its fair value. Valuations of these funds do not require a significant degree of judgment. As such, they are classified as Level 1.
The Company’s derivative instruments represent swap assets and liabilities and the fair values are based on valuations of similar, but not identical, instruments which are traded in an active market. Valuations of these instruments involve a significant level of expertise; however, the observable inputs are quoted for similar, although not identical assets. As such, they are classified as Level 2.
The Company’s significant financial instruments consist primarily of cash and cash equivalents, accounts receivable, marketable securities, accounts payable, accrued expenses, long-term debt and interest rate swap contracts. The fair values of Accounts receivable, Accounts payable and Accrued expenses approximate their carrying values based on their liquidity. As of December 27, 2025, the fair value of long-term debt was $6,036,670,000 compared to a carrying value of $6,244,763,000. As of December 28, 2024, the fair value of long-term debt was $6,416,540,700 compared to the carrying value of $6,855,561,800. The fair value of long-term debt is classified as Level 2.
12. Litigation
The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s Combined Balance Sheets, results of operations or cash flows.
28
JRD Unico, Inc. and Affiliates
Notes to the Combined Financial Statements
December 27, 2025 and December 28, 2024
13. Subsequent Events
The Company has evaluated all events or transactions that occurred subsequent to December 27, 2025 and through April 30, 2026, the date these combined financial statements were available to be issued.
On March 30, 2026, Sysco Corporation agreed to acquire JRD Unico, Inc. and Warehouse Realty. The transaction is expected to close approximately nine to twelve months from the date of the announcement, subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals. Other than those already disclosed, the Company did not identify any other subsequent events that would have required adjustments to or further disclosure in these combined financial statements pursuant to the guidance for accounting and disclosure of subsequent events.
29
Exhibit 99.2
JRD Unico, Inc. and Affiliates
Combined Financial Statements (Unaudited)
For the Quarterly Periods Ended June 27, 2026 and June 28, 2025
JRD Unico, Inc. and Affiliates
Index
Page(s)
| Combined Financial Statements (Unaudited) | |
| Combined Balance Sheets | 3 |
| Combined Statements of Income | 4 |
| Combined Statements of Comprehensive Income | 5 |
| Combined Statements of Stockholders’ Deficiency | 6 |
| Combined Statements of Cash Flows | 7 |
| Notes to the Unaudited Combined Financial Statements | 8-19 |
| 2 |
JRD Unico, Inc. and Affiliates
Combined Balance Sheets (Unaudited)
| June 27, 2026 | December 27, 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 283,090,000 | $ | 190,867,000 | ||||
| Restricted cash | 41,873,000 | 41,206,400 | ||||||
| Accounts receivable, net of allowance for credit losses of $5,485,000 as of June 27, 2026 and $4,368,900 as of December 27, 2025 | 11,263,000 | 9,058,800 | ||||||
| Inventories | 599,022,200 | 596,254,500 | ||||||
| Prepaid expenses and other current assets | 54,501,100 | 28,241,200 | ||||||
| Total current assets | 989,749,300 | 865,627,900 | ||||||
| Property, plant and equipment, net | 1,664,047,700 | 1,625,121,200 | ||||||
| Deferred income taxes | 98,499,700 | 98,548,700 | ||||||
| Operating lease right-of-use assets | 260,718,000 | 226,365,500 | ||||||
| Goodwill | 317,475,800 | 317,475,800 | ||||||
| Other assets | 52,549,500 | 50,803,800 | ||||||
| Total assets | $ | 3,383,040,000 | $ | 3,183,942,900 | ||||
| Liabilities and Stockholders' Deficiency | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 963,233,200 | $ | 814,832,900 | ||||
| Accrued expenses | 304,201,400 | 313,784,200 | ||||||
| Current portion of operating lease liabilities | 33,742,000 | 30,479,900 | ||||||
| Current maturities of long-term debt | 184,527,000 | 186,870,100 | ||||||
| Total current liabilities | 1,485,703,600 | 1,345,967,100 | ||||||
| Long-term liabilities | ||||||||
| Long-term debt, less current maturities | 4,454,149,700 | 4,522,785,900 | ||||||
| Long-term debt, less current maturities - related parties | 1,139,895,500 | 1,525,689,600 | ||||||
| Other long-term liabilities | 109,032,800 | 103,864,400 | ||||||
| Long-term operating lease liabilities | 245,523,500 | 213,404,400 | ||||||
| Total long-term liabilities | 5,948,601,500 | 6,365,744,300 | ||||||
| Total liabilities | 7,434,305,100 | 7,711,711,400 | ||||||
| Commitments and contingencies (Notes 9 and 12) | ||||||||
| Stockholders' Deficiency | ||||||||
| Common stock, $0.01 par value, 400,000 shares authorized; 212,682.8 shares issued, 141,135.2 shares outstanding as of June 27, 2026 and December 27, 2025 | 2,100 | 2,100 | ||||||
| Less: treasury stock, at cost, 71,547.6 shares held as of June 27, 2026 and December 27, 2025 | (2,614,087,800 | ) | (2,614,087,800 | ) | ||||
| Accumulated other comprehensive income (loss) | 66,600 | (66,000 | ) | |||||
| Retained deficiency | (1,437,246,000 | ) | (1,913,616,800 | ) | ||||
| Total stockholders' deficiency | (4,051,265,100 | ) | (4,527,768,500 | ) | ||||
| Total liabilities and stockholders' deficiency | $ | 3,383,040,000 | $ | 3,183,942,900 | ||||
The accompanying notes are an integral part of these unaudited combined financial statements.
| 3 |
JRD Unico, Inc. and Affiliates
Combined Statements of Income (Unaudited)
| 13-Week Periods Ended | 26-Week Periods Ended | |||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | |||||||||||||
| Sales | $ | 4,284,427,100 | $ | 4,131,138,800 | $ | 8,061,677,100 | $ | 7,864,685,000 | ||||||||
| Cost of sales | 3,486,792,000 | 3,360,861,600 | 6,542,199,500 | 6,410,645,800 | ||||||||||||
| Gross profit | 797,635,100 | 770,277,200 | 1,519,477,600 | 1,454,039,200 | ||||||||||||
| Selling, general and administrative expenses | 256,721,600 | 258,001,800 | 441,809,500 | 508,845,300 | ||||||||||||
| Operating income | 540,913,500 | 512,275,400 | 1,077,668,100 | 945,193,900 | ||||||||||||
| Other expense, net | ||||||||||||||||
| Interest expense | 40,427,500 | 79,529,500 | 86,188,400 | 116,435,100 | ||||||||||||
| Interest expense - related parties | 17,500,300 | 21,641,900 | 31,875,300 | 44,005,200 | ||||||||||||
| Interest income | (3,387,400 | ) | (3,294,400 | ) | (6,928,300 | ) | (6,577,500 | ) | ||||||||
| Loss (gain) on interest rate swaps, net | 889,600 | 7,352,700 | (1,553,600 | ) | 20,658,900 | |||||||||||
| Amortization of deferred financing costs | 495,800 | 538,000 | 991,600 | 1,076,100 | ||||||||||||
| Other income | (2,954,600 | ) | (2,864,600 | ) | (5,900,500 | ) | (5,616,200 | ) | ||||||||
| Total other expense, net | 52,971,200 | 102,903,100 | 104,672,900 | 169,981,600 | ||||||||||||
| Income before provision for income taxes | 487,942,300 | 409,372,300 | 972,995,200 | 775,212,300 | ||||||||||||
| Provision for income taxes | 132,350,400 | 114,470,200 | 264,293,900 | 208,191,300 | ||||||||||||
| Net income | $ | 355,591,900 | $ | 294,902,100 | $ | 708,701,300 | $ | 567,021,000 | ||||||||
The accompanying notes are an integral part of these unaudited combined financial statements.
| 4 |
JRD Unico, Inc. and Affiliates
Combined Statements of Comprehensive Income (Unaudited)
| 13-Week Periods Ended | 26-Week Periods Ended | |||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | |||||||||||||
| Net income | $ | 355,591,900 | $ | 294,902,100 | $ | 708,701,300 | $ | 567,021,000 | ||||||||
| Change in fair value of interest rate swap agreements, net of taxes | (74,000 | ) | (403,300 | ) | 132,600 | (1,416,300 | ) | |||||||||
| Comprehensive income | $ | 355,517,900 | $ | 294,498,800 | $ | 708,833,900 | $ | 565,604,700 | ||||||||
The accompanying notes are an integral part of these unaudited combined financial statements.
| 5 |
JRD Unico, Inc. and Affiliates
Combined Statements of Stockholders’ Deficiency (Unaudited)
13-Week & 26-Week Periods Ended June 27, 2026 and June 28, 2025
| Accumulated | ||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Comprehensive | Retained | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Income (Loss) | Deficiency | Total | ||||||||||||||||||||||
| Balance at December 28, 2024 | 141,135.2 | $ | 2,100 | 71,547.6 | $ | (2,614,087,800 | ) | $ | 1,990,900 | $ | (2,654,598,900 | ) | $ | (5,266,693,700 | ) | |||||||||||||
| Net income | - | - | - | - | - | 272,118,900 | 272,118,900 | |||||||||||||||||||||
| Change in fair value of interest rate swap agreements, net of taxes of $374,700 | - | - | - | - | (1,013,000 | ) | - | (1,013,000 | ) | |||||||||||||||||||
| Dividends | - | - | - | - | - | (200,000,000 | ) | (200,000,000 | ) | |||||||||||||||||||
| Balance at March 29, 2025 | 141,135.2 | $ | 2,100 | 71,547.6 | $ | (2,614,087,800 | ) | $ | 977,900 | $ | (2,582,480,000 | ) | $ | (5,195,587,800 | ) | |||||||||||||
| Net income | - | - | - | - | - | 294,902,100 | 294,902,100 | |||||||||||||||||||||
| Change in fair value of interest rate swap agreements, net of taxes of $149,200 | - | - | - | - | (403,300 | ) | (403,300 | ) | ||||||||||||||||||||
| Dividends | - | - | - | - | - | (55,994,800 | ) | (55,994,800 | ) | |||||||||||||||||||
| Balance at June 28, 2025 | 141,135.2 | $ | 2,100 | 71,547.6 | $ | (2,614,087,800 | ) | $ | 574,600 | $ | (2,343,572,700 | ) | $ | (4,957,083,800 | ) | |||||||||||||
| Balance at December 27, 2025 | 141,135.2 | $ | 2,100 | 71,547.6 | $ | (2,614,087,800 | ) | $ | (66,000 | ) | $ | (1,913,616,800 | ) | $ | (4,527,768,500 | ) | ||||||||||||
| Net income | - | - | - | - | - | 353,109,400 | 353,109,400 | |||||||||||||||||||||
| Change in fair value of interest rate swap agreements, net of taxes of ($76,500) | - | - | - | - | 206,600 | - | 206,600 | |||||||||||||||||||||
| Dividends | - | - | - | - | - | - | - | |||||||||||||||||||||
| Balance at March 28, 2026 | 141,135.2 | $ | 2,100 | 71,547.6 | $ | (2,614,087,800 | ) | $ | 140,600 | $ | (1,560,507,400 | ) | $ | (4,174,452,500 | ) | |||||||||||||
| Net income | - | - | - | - | - | 355,591,900 | 355,591,900 | |||||||||||||||||||||
| Change in fair value of interest rate swap agreements, net of taxes of ($27,500) | - | - | - | - | (74,000 | ) | - | (74,000 | ) | |||||||||||||||||||
| Dividends | - | - | - | - | - | (232,330,500 | ) | (232,330,500 | ) | |||||||||||||||||||
| Balance at June 27, 2026 | 141,135.2 | $ | 2,100 | 71,547.6 | $ | (2,614,087,800 | ) | $ | 66,600 | $ | (1,437,246,000 | ) | $ | (4,051,265,100 | ) | |||||||||||||
The accompanying notes are an integral part of these unaudited combined financial statements.
| 6 |
JRD Unico, Inc. and Affiliates
Combined Statements of Cash Flows (Unaudited)
26-Week Periods Ended June 27, 2026 and June 28, 2025
| 26-Week Periods Ended | ||||||||
| June 27, 2026 | June 28, 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 708,701,300 | $ | 567,021,000 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Provision for credit losses | 1,116,100 | 997,300 | ||||||
| Depreciation and amortization expense | 36,725,200 | 37,661,400 | ||||||
| Amortization of deferred financing costs | 991,600 | 1,076,100 | ||||||
| (Gain) loss on interest rate swaps | (1,553,600 | ) | 20,658,900 | |||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | (3,320,300 | ) | (3,057,300 | ) | ||||
| Inventories | (2,767,700 | ) | (47,470,700 | ) | ||||
| Prepaid expenses and other current assets | (26,259,900 | ) | (47,634,000 | ) | ||||
| Other assets | (1,564,200 | ) | 12,648,100 | |||||
| Net change in operating right-of-use assets and lease liabilities | 1,028,700 | 1,217,600 | ||||||
| Accounts payable | 148,400,300 | 129,828,600 | ||||||
| Accrued expenses | (9,582,900 | ) | 18,647,400 | |||||
| Income taxes payable | - | (30,051,200 | ) | |||||
| Other long-term liabilities | 6,722,000 | (5,849,700 | ) | |||||
| Net cash provided by operating activities | 858,636,600 | 655,693,500 | ||||||
| Cash flows from investing activities | ||||||||
| Purchases of fixed assets | (75,651,700 | ) | (44,435,000 | ) | ||||
| Net cash used in investing activities | (75,651,700 | ) | (44,435,000 | ) | ||||
| Cash flows from financing activities | ||||||||
| Repayments of mortgage notes | (13,788,900 | ) | (16,210,700 | ) | ||||
| Repayment of shareholder notes - related parties | (385,794,100 | ) | (100,000,000 | ) | ||||
| Repayment of long-term debt | (58,181,800 | ) | (158,181,800 | ) | ||||
| Dividends paid | (232,330,500 | ) | (255,994,800 | ) | ||||
| Net cash used in financing activities | (690,095,300 | ) | (530,387,300 | ) | ||||
| Net increase in cash, cash equivalents, and restricted cash | 92,889,600 | 80,871,200 | ||||||
| Cash, cash equivalents, and restricted cash | ||||||||
| Beginning of year | 232,073,400 | 217,437,300 | ||||||
| End of period | $ | 324,963,000 | $ | 298,308,500 | ||||
| Cash and cash equivalents | $ | 283,090,000 | $ | 257,141,000 | ||||
| Restricted cash | 41,873,000 | 41,167,500 | ||||||
| Total cash, cash equivalents and restricted cash shown in the Combined Balance Sheets | $ | 324,963,000 | $ | 298,308,500 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for the period for | ||||||||
| Interest | $ | 88,426,900 | $ | 99,905,800 | ||||
| Interest - related parties | $ | 31,875,300 | $ | 44,005,200 | ||||
| Income taxes | $ | 261,245,900 | $ | 260,763,700 | ||||
The accompanying notes are an integral part of these unaudited combined financial statements.
| 7 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
| 1. | Description of Business and Basis of Presentation |
JRD Unico, Inc., a C-Corporation, through its wholly owned subsidiaries, JRD Holdings LLC (“JRD”) and Jetro Holdings LLC (“JHLLC”), both limited liability companies, (collectively, the “Company”) is engaged primarily in the cash-and-carry distribution of food, restaurant supplies, and related items throughout the United States through its Jetro Cash and Carry and Restaurant Depot warehouses.
Pending Acquisition by Sysco Corporation
On March 30, 2026, Sysco Corporation agreed to acquire JRD Unico, Inc. and Warehouse Realty. The transaction is expected to close approximately nine to twelve months from the date of the announcement, subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
The unaudited combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and on the same basis as the Company’s audited combined financial statements for the year ended December 27, 2025. Certain information and disclosures included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited combined financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, cash flows, and stockholders’ deficiency for the periods presented. The results reported in the unaudited combined financial statements are not necessarily indicative of the results expected for any future interim or annual period. The unaudited combined financial statements should be read in conjunction with the audited combined financial statements for the year ended December 27, 2025.
Principles of Combination
The accompanying combined financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its subsidiaries, all of which are wholly owned, as well as the accounts of its affiliate Warehouse Realty, LLC (“Warehouse Realty”). The accounts of the affiliate are included in these combined financial statements due to common ownership and management. Warehouse Realty is an entity owned primarily by the ultimate shareholders of the Company which leases substantially all of its real estate to JHLLC. All significant intercompany accounts and transactions have been eliminated in combination.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until underlying transactions are completed, and accordingly, actual results could differ from those estimates. Significant estimates relate to self-insurance reserves and fair value estimates and measurements.
| 8 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
Fiscal Year and Quarter-End
The Company has a 52-53 week fiscal year ending on the last Saturday of the calendar year and 13-14 week fiscal quarters ending on the last Saturday of March, June, and September. Under the Company’s policy, fiscal Q2 2026 is defined as the 13-week period ending June 27, 2026 and fiscal Q2 2025 is defined as the 13-week period ending June 28, 2025.
Revenue Recognition
The Company follows Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “Standard”). The Company recognizes revenues when its performance obligation is satisfied, which is the point at which control of the promised goods is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods. For all the Company’s customer arrangements, control transfers to the customer at a point-in-time when goods have been delivered, as that is generally when legal title, physical possession and risks and rewards of goods transfer to the customer. The timing of satisfaction of the performance obligation is not subject to significant judgment.
Sales tax collected from customers is not included in revenue but rather recorded as a liability due to the respective taxing authorities.
Disaggregated Revenues
The following table presents sales revenue by region for the 13-week and 26-week periods ended June 27, 2026 and June 28, 2025:
| 13-Week Periods Ended | ||||||||
| June 27, 2026 | June 28, 2025 | |||||||
| East | 1,968,210,400 | $ | 1,901,535,600 | |||||
| Southeast | 504,153,900 | 474,857,000 | ||||||
| Midwest | 573,529,900 | 547,591,200 | ||||||
| West | 1,238,532,900 | 1,207,155,000 | ||||||
| Total sales | $ | 4,284,427,100 | $ | 4,131,138,800 | ||||
| 26-Week Periods Ended | ||||||||
| June 27, 2026 | June 28, 2025 | |||||||
| East | 3,624,927,100 | $ | 3,572,122,600 | |||||
| Southeast | 986,714,600 | 947,559,500 | ||||||
| Midwest | 1,062,471,900 | 1,020,923,900 | ||||||
| West | 2,387,563,500 | 2,324,079,000 | ||||||
| Total sales | $ | 8,061,677,100 | $ | 7,864,685,000 | ||||
| 9 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
Contract Balances
After satisfaction of the Company’s performance obligations, it has an unconditional right to consideration as outlined in its contracts with customers. The Company extends credit terms to some of its customers based on its assessment of each customer’s creditworthiness. Customer receivables included in accounts receivable, net of allowance for credit losses in the Combined Balance Sheets at June 27, 2026 and December 27, 2025, were $11,263,000 and $9,058,800, respectively.
Cash, Cash Equivalents and Restricted Cash
The Company considers short-term investments with original maturities of three months or less to be cash equivalents and maintains its cash in bank accounts, which, at times, may exceed federally insured limits. The Company believes it mitigates its risks by investing in or through major financial institutions. The Company is required to maintain certain cash balances due primarily to collateral on workers compensation policies and escrow for mortgages on certain properties which amount to $41,873,000 and $41,206,400 at June 27, 2026 and December 27, 2025, respectively.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. In reviewing for impairment, the Company compares the carrying value of the assets to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the asset’s fair value and its carrying amount. The Company does not believe any events have occurred through June 27, 2026, that would indicate its long-lived assets are impaired.
Leases
The Company leases certain warehouse space for use in operations. The Company’s leases are evaluated at inception or at any subsequent material modification and, depending on the lease terms, are classified as either finance leases or operating leases.
Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Most of the leases provide an implicit rate. For those leases that do not provide an implicit rate, an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date is used. Certain leases may include options to renew which the Company includes when it is reasonably certain that the renewal option would be exercised. Lease agreements with the lease and nonlease components are generally accounted for separately.
Derivative Financial Instruments
The Company uses derivatives to manage exposure to interest rate fluctuations. The Company’s objective for holding derivatives is to minimize the volatility of cash flows associated with changes in interest rates. The Company does not enter derivative transactions for trading or speculative purposes. The Company recognizes derivatives as either assets or liabilities in the Combined Balance Sheets and measures these instruments at fair value. The fair value of interest rate swaps is estimated using option pricing models that value the potential swaps to become in the money through changes in interest rates during the remaining term of the agreement. The Company obtains bank quotations to assist in the valuation. Changes in the fair value of those instruments are reported in earnings or other comprehensive income depending on the nature of the derivative and whether it qualifies for hedge accounting.
| 10 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
Fair Value Measurements
In accordance with current accounting guidance, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements).
The accounting guidance provides three levels of the fair value hierarchy as follows:
| Level 1 | Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; | |
| Level 2 | Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; | |
| Level 3 | Inputs that are unobservable. |
A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The fair value of investments in marketable securities is based upon the quoted market prices of those investments at period end. The fair values of the interest rate swap contracts are based on valuations of similar, but not identical, instruments.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its combined financial statements.
| 11 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
| 3. | Inventories |
Inventories consist of the following at June 27, 2026 and December 27, 2025:
| June 27, 2026 | December 27, 2025 | |||||||
| Merchandise inventory, at FIFO | $ | 1,009,699,700 | $ | 1,002,432,500 | ||||
| Less: LIFO reserve | 410,677,500 | 406,178,000 | ||||||
| Merchandise inventory, at LIFO | $ | 599,022,200 | $ | 596,254,500 | ||||
Use of the LIFO method, as compared to the first-in, first-out (“FIFO”) method, had the effect of decreasing inventories and income before provision for income taxes by $2,250,000 and $2,250,000 for the 13-week periods ended June 27, 2026 and June 28, 2025, respectively, and by $4,499,500 and $4,500,000 for the 26-week periods ended June 27, 2026 and June 28, 2025, respectively.
| 4. | Property, Plant and Equipment |
Property, plant and equipment, net, consists of the following at June 27, 2026 and December 27, 2025:
| June 27, 2026 | December 27, 2025 | |||||||
| Land | 546,470,000 | 546,420,000 | ||||||
| Buildings and improvements | 1,217,099,600 | 1,191,679,300 | ||||||
| Equipment, furniture and fixtures | 580,168,500 | 551,707,400 | ||||||
| Construction in progress | 57,954,900 | 45,912,000 | ||||||
| Leasehold improvements | 293,891,300 | 284,213,900 | ||||||
| 2,695,584,300 | 2,619,932,600 | |||||||
| Less: Accumulated depreciation and amortization | 1,031,536,600 | 994,811,400 | ||||||
| Property, plant and equipment, net | $ | 1,664,047,700 | $ | 1,625,121,200 | ||||
Total depreciation and amortization expense relating to property, plant, and equipment amounted to $18,496,700 and $18,875,100, for the 13-week periods ended June 27, 2026 and June 28, 2025, respectively. Total depreciation and amortization expense relating to property, plant, and equipment amounted to $36,725,200 and $37,661,400, for the 26-week periods ended June 27, 2026 and June 28, 2025, respectively. Depreciation and amortization expense are included as a component of cost of sales within the Combined Statements of Income.
| 5. | Long-Term Debt |
The Company’s long-term debt consists primarily of senior fixed and variable-rate private placement notes and mortgage financings secured by certain Company-owned and Warehouse Realty properties, as well as shareholder dividend notes. These arrangements and their related covenants are more fully described in the Company’s combined financial statements for the year ended December 27, 2025.
On March 26, 2026, the Company made a principal repayment of $385,794,100 on its outstanding shareholder notes. During the 26-week periods ended June 27, 2026 and June 28, 2025, there were no other material changes to the Company’s long-term debt arrangements, interest rates, or significant terms, other than routine principal repayments in accordance with existing amortization schedules. The Company was in compliance with all debt covenants as of June 27, 2026 and December 27, 2025.
| 12 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
| 6. | Derivative Financial Instruments |
JRD Holdings, LLC
At June 27, 2026 and December 27, 2025, JRD was a party to five interest rate swap agreements with terms expiring through April 25, 2028. Under these agreements, JRD pays or receives from the counterparty, on a quarterly basis, the amounts, if any, by which JRD’s interest payments on the aggregate hedged debt ($535,000,000 at June 27, 2026 and December 27, 2025) are below or exceed specified rates. The swap agreements do not meet the requirements for hedge accounting treatment. The fair value of these interest rate swaps was an asset of $22,086,400 and $21,003,800 as of June 27, 2026 and December 27, 2025, respectively, and is included in other assets in the Combined Balance Sheets. JRD recorded a loss of $691,000 and loss of $5,640,000 for the 13-week periods ended June 27, 2026 and June 28, 2025, respectively, as a component of loss (gain) on interest rate swaps, net, in the Combined Statements of Income. JRD recorded a gain of $1,082,600 and loss of $16,223,300 for the 26-week periods ended June 27, 2026 and June 28, 2025, respectively, as a component of loss (gain) on interest rate swaps, net, in the Combined Statements of Income.
JRD received $2,532,400 and $4,007,300 during the 13-week periods ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net, in the Combined Statements of Income. JRD received $5,244,800 and $8,691,900 during the 26-week periods ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net, in the Combined Statements of Income.
Jetro Management and Development Corp.
Jetro Management and Development Corp. (“JMD”), a wholly owned subsidiary of the Company, was a party to three interest rate swap agreements at June 27, 2026 and December 27, 2025, with terms expiring through January 2037. Under the agreements, JMD pays or receives from the counterparty, on a monthly basis, the amounts, if any, by which JMD’s interest payments on the aggregate hedged debt ($77,440,600 and $79,414,000 at June 27, 2026 and December 27, 2025, respectively) are below or exceed specified rates. JMD received $424,700 and $586,800 during the 13-week periods ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net, in the Combined Statements of Income. JMD received $855,000 and $1,171,300 during the 26-week periods ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net, in the Combined Statements of Income.
These JMD agreements do not meet the requirements for hedge accounting treatment. The fair value of these interest rate swaps was an asset of $9,259,900 and $8,878,400 as of June 27, 2026 and December 27, 2025, respectively, and is included in other assets in the Combined Balance Sheets. The Company recorded, as a component of loss (gain) on interest rate swaps, net, a loss of $149,100 and a loss of $1,086,300 during the 13-week periods ended June 27, 2026 and June 28, 2025. The Company recorded, as a component of loss (gain) on interest rate swaps, net, a gain of $381,500 and a loss of $2,855,000 during the 26-week periods ended June 27, 2026 and June 28, 2025.
| 13 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
Warehouse Realty
At June 27, 2026 and June 28, 2025, Warehouse Realty was a party to three interest rate swap agreements, with terms expiring through January 2037. The interest rate swap agreements are intended to reduce the impact of changes in interest rates on the Company’s debt. Under the agreements, on a monthly basis, Warehouse Realty pays or receives from the counterparties, consisting of one financial institution, the amounts, if any, by which the Company’s interest payments are below or exceed specified interest rates. The aggregate debt hedged is $142,221,400 and $148,158,500 at June 27, 2026 and December 27, 2025, respectively. Warehouse Realty received $343,900 and $1,160,400 during the 13-week period ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net, in the Combined Statements of Income. Warehouse Realty received $704,800 and $2,328,200 during the 26-week period ended June 27, 2026 and June 28, 2025, respectively, pursuant to these agreements, which is recorded as a component of interest expense, net, in the Combined Statements of Income.
Two of these swap agreements at June 27, 2026 and December 27, 2025 meet the requirements for hedge accounting treatment. The fair value of these interest rate swaps was an asset of $1,059,900 and $878,400 as of June 27, 2026 and December 27, 2025, respectively, and is included in other assets in the Combined Balance Sheets. The Company recorded, as a component of other comprehensive income, an unrealized loss of $74,000 net of deferred taxes of $27,500 for the 13-week period ended June 27, 2026 and an unrealized loss of $403,300 net of deferred taxes of $149,200 for the 13-week period ended June 28, 2025. The Company recorded, as a component of other comprehensive income, an unrealized gain of $132,600 net of deferred taxes of $49,000 for the 26-week period ended June 27, 2026 and an unrealized loss of $1,416,300 net of deferred taxes of $523,900 for the 26-week period ended June 28, 2025.
One of these swap agreements does not meet the requirements for hedge accounting. The fair value of the interest rate swap was an asset of $2,193,800 and $2,100,700 as of June 27, 2026 and December 27, 2025, respectively, and is included in other assets in the Combined Balance Sheets. The Company recorded, as a component of loss (gain) on interest rate swaps, net, a loss of $49,500 and loss of $626,400 during the 13-week periods ended June 27, 2026 and June 28, 2025, respectively. The Company recorded, as a component of loss (gain) on interest rate swaps, net, a gain of $89,500 and loss of $1,580,600 during the 26-week periods ended June 27, 2026 and June 28, 2025, respectively.
The Company is exposed to credit losses in the event of nonperformance by the counterparties to its interest rate swap exchange agreements. The Company anticipates, however, that counterparties will be able to fully satisfy their obligations under the contracts. The Company does not obtain collateral to support financial instruments but monitors the credit standing of the counterparties.
| 7. | Income Taxes |
The Company’s effective tax rate was 27.1% and 28.0% for the 13-week periods ended June 27, 2026 and June 28, 2025, respectively, and 27.2% and 26.9% for the 26-week periods ended June 27, 2026 and June 28, 2025, respectively. The effective tax rates were higher than the Company's 21% statutory tax rate primarily due to the impact of state income taxes.
The determination of the provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws. The Company’s provision for income taxes reflects income earned and taxed in various U.S. federal and state jurisdictions. Tax law changes and increases or decreases in permanent book versus tax basis differences all affect the overall effective tax rate.
| 14 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
| 8. | Common Stock and Membership Interests |
JRD Unico, Inc. has the authority to issue up to 400,000 shares, of which 200,000 shares are shares of a class of common stock designated as General Business Common Stock (“GS Stock”), par value $0.01 per share and 200,000 shares are shares of a class of common stock designated as Licensed Business Common Stock (“LS Stock”), par value $0.01 per share. GS Stock and LS Stock are presented together on the Combined Balance Sheets and Combined Statements of Stockholders’ Deficiency.
There were no material changes in the number of shares issued and outstanding of GS Stock and LS Stock as of June 27, 2026 and December 27, 2025.
The membership interests in Warehouse Realty are divided into two separate classes designated as Class A Interests and Class B Interests. The Class A Members have voting rights, while the Class B Members have no voting rights. The Class B Interests bear dividends and shall be entitled to receive such dividends at the rate per annum of 6% of initial capital contributions attributable to the purchase of Class B Interests compounded annually. The unpaid portion of the dividends shall accrue interest at 6% per annum. Both the Class A and Class B membership interests, along with dividends accrued and/or paid, are eliminated in combination.
Warehouse Realty has 202,988 shares of Class A membership interests as of June 27, 2026 and December 27, 2025.
In addition, JHLLC has subscribed to $12,308,600 of Warehouse Realty Class B membership interests as of June 27, 2026 and December 27, 2025. Both the Class A and Class B membership interests are eliminated in combination.
Warehouse Realty is not owned by the Company and is included in these combined financial statements due to common ownership and management. Net income from this entity was $3,945,000 and $10,562,400 in the 13-week periods ended June 27, 2026 and June 28, 2025, respectively. Net income from this entity was $7,951,200 and $18,153,100 in the 26-week periods ended June 27, 2026 and June 28, 2025, respectively. The net equity of this entity was a deficit of $121,075,300 and $128,342,200 at June 27, 2026 and December 27, 2025, respectively.
On May 14, 2026, the Board of Directors unanimously approved a cash dividend of $232,330,500, or $2,906.51 per share,, which was paid on June 26, 2026.
| 9. | Lease Commitments |
The Company leases land, buildings and certain equipment under operating lease agreements with terms ranging from five to twenty years, some of which include options to extend the leases up to five years. The Company determines if an arrangement is a lease at inception.
Operating lease rental expense was $10,432,700 and $10,943,200 for the 13-week periods ended June 27, 2026 and June 28, 2025, respectively. Such amounts are net of rental income of $2,921,700 and $2,841,300 in the 13-week periods ended June 27, 2026 and June 28, 2025, respectively, and are included within selling, general and administrative expenses in the Combined Statements of Income.
| 15 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
Operating lease rental expense was $20,283,600 and $21,783,600 for the 26-week periods ended June 27, 2026 and June 28, 2025, respectively. Such amounts are net of rental income of $5,867,600 and $5,716,100 in the 26-week periods ended June 27, 2026 and June 28, 2025, respectively, and are included within selling, general and administrative expenses in the Combined Statements of Income.
Supplemental cash flow information related to leases is as follows:
| For the 13-Week Period Ended | ||||||||
| June 27, 2026 | June 28, 2025 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
| Operating cash flows from operating leases | $ | 10,172,000 | $ | 10,365,800 | ||||
| Right-of-use assets obtained in exchange for lease obligations | ||||||||
| Operating leases | - | - | ||||||
| For the 26-Week Period Ended | ||||||||
| June 27, 2026 | June 28, 2025 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
| Operating cash flows from operating leases | $ | 19,460,700 | $ | 20,576,000 | ||||
| Right-of-use assets obtained in exchange for lease obligations | ||||||||
| Operating leases | 45,942,300 | 16,402,300 | ||||||
Supplemental balance sheet information related to leases is as follows:
| June 27, 2026 | December 27, 2025 | |||||||
| Operating lease right-of-use assets | $ | 260,718,000 | $ | 226,365,500 | ||||
| Current portion of operating lease liabilities | $ | 33,742,000 | $ | 30,479,900 | ||||
| Long-term operating lease liabilities | 245,523,500 | 213,404,400 | ||||||
| Total operating lease liabilities | $ | 279,265,500 | $ | 243,884,300 | ||||
| Weighted average remaining lease term | 8.99 years | 8.17 years | ||||||
| Weighted average discount rate | 2.79 | % | 2.75 | % | ||||
The Company has entered into additional operating leases totaling $112,571,600 that have not commenced as of June 27, 2026. These operating leases will commence in 2026 with lease terms up to 15 years.
| 10. | Employee Benefit and Compensation Plans |
Deferred Compensation
The Company maintains a deferred compensation plan for several senior executives pursuant to Section 414(a) of the Internal Revenue Code. At June 27, 2026 and December 27, 2025 amounts contributed or to be contributed to the trust, inclusive of accumulated earnings, were $16,384,400. The asset and related liability are included in other assets and long-term liabilities in the Combined Balance Sheets. The Company did not record any deferred compensation expense for either the 13-week or 26-week periods ended June 27, 2026 and June 28, 2025. Such expenses, when recognized, are included as a component of selling, general and administrative expenses within the Combined Statements of Income.
| 16 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
Assets related to the Company’s contributions to the plan are held in a Rabbi Trust and are invested in a mix of cash equivalents, mutual funds and equity securities at the direction of the trustee. The investments within the Rabbi Trust are classified as trading securities. Realized gains and losses were immaterial during each of the 13-week and 26-week periods ended June 27, 2026 and June 28, 2025. Unrealized gains and losses are included within selling, general and administrative expenses within the Combined Statements of Income.
Earnings Appreciation Rights
The Company has earnings appreciation rights agreements (“EARs”), a formula based deferred compensation plan, with several senior executives. The vesting of benefits is based upon the completion of three to ten years of service. Compensation expense is based on the estimated value of the EARs and recognized on a straight-line basis over the vesting period. The value of the EARs is estimated based on expected pre-tax income of the Company relative to the base year in which the EAR was awarded. The value of the EARs was $92,110,100 and $108,911,000 as of June 27, 2026 and December 27, 2025, respectively. The portion of the EARs liability expected to be settled within one year is included in accrued expenses, with the remainder classified as other long-term liabilities in the Combined Balance Sheets.
The related compensation expense, reflected in selling, general and administrative expenses in the Combined Statements of Income, was $2,500,000 during each of the 13-week periods ended June 27, 2026 and June 28, 2025 and $5,000,000 during each of the 26-week periods ended June 27, 2026 and June 28, 2025.
Contributory Savings Plan
The Company administers a contributory savings plan under Section 401(k) of the Internal Revenue Code for all eligible employees not covered by a collective bargaining agreement. Contributions by employees are not taxable until retirement. The Company’s contributions under the Plan, which are discretionary, were $3,208,100 and $3,102,300 for both the 13-week and 26-week periods ended June 27, 2026 and June 28, 2025, respectively.
| 17 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
| 11. | Fair Value Measurements |
Financial assets and liabilities measured at fair value on a recurring basis as of June 27, 2026 are summarized below:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Cash equivalents | $ | 132,500 | $ | - | $ | - | $ | 132,500 | ||||||||
| Trust assets | 16,384,400 | - | - | 16,384,400 | ||||||||||||
| Derivative instruments | - | 34,600,000 | - | 34,600,000 | ||||||||||||
| Total assets | $ | 16,516,900 | $ | 34,600,000 | $ | - | $ | 51,116,900 | ||||||||
Financial assets and liabilities measured at fair value on a recurring basis as of December 27, 2025 are summarized below:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Cash equivalents | $ | 131,800 | $ | - | $ | - | $ | 131,800 | ||||||||
| Trust assets | 16,384,400 | - | - | 16,384,400 | ||||||||||||
| Derivative instruments | - | 32,861,300 | - | 32,861,300 | ||||||||||||
| Total assets | $ | 16,516,200 | $ | 32,861,300 | $ | - | $ | 49,377,500 | ||||||||
The Company’s cash equivalents consist of money market funds that are traded in an active market and the net asset value of each fund on the last day of the quarter is used to determine its fair value. Valuations of these cash equivalents do not require a significant degree of judgment, and as such, are classified as Level 1.
The Company’s trust assets consist primarily of stocks and mutual funds that are traded in an active market and the net asset value of each fund on the last day of the quarter is used to determine its fair value. Valuations of these funds do not require a significant degree of judgment. As such, they are classified as Level 1.
The Company’s derivative instruments represent swap assets and liabilities and the fair values are based on valuations of similar, but not identical, instruments which are traded in an active market. As such, they are classified as Level 2.
The Company’s significant financial instruments consist primarily of cash and cash equivalents, accounts receivable, marketable securities, accounts payable, accrued expenses, long-term debt and interest rate swap contracts. The fair values of accounts receivable, accounts payable and accrued expenses approximate their carrying values based on their liquidity. As of June 27, 2026, the fair value of long-term debt was $5,512,082,300 compared to a carrying value of $5,786,998,000. As of December 27, 2025, the fair value of long-term debt was $6,036,670,000 compared to a carrying value of $6,244,763,000.
| 18 |
JRD Unico, Inc. and Affiliates
Notes to the Unaudited Combined Financial Statements
Quarterly Periods Ended June 27, 2026 and June 28, 2025 (13 Weeks & 26 Weeks)
| 12. | Litigation |
The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s Combined Balance Sheets, results of operations or cash flows.
| 13. | Subsequent Events |
The Company has evaluated all events or transactions that occurred subsequent to June 27, 2026 and through August 7, 2026, the date these combined financial statements were available to be issued.
Other than those already disclosed, the Company did not identify any other subsequent events that would have required adjustments to or further disclosure in these combined financial statements pursuant to the guidance for accounting and disclosure of subsequent events.
| 19 |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On March 30, 2026, Sysco Corporation, a Delaware corporation (“Sysco”), entered into an Agreement and Plan of Merger (the “merger agreement”) with JRD Unico, Inc., a Delaware corporation (“JRD”), Warehouse Realty, LLC, a Delaware limited liability company (“Warehouse Realty”, together with JRD, known as “Jetro Restaurant Depot”), Sysco Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Sysco (“Sysco Holdings”), Slider Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Sysco Holdings (“Merger Sub 1”), Slider Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Sysco Holdings (“Merger Sub 2”), Slider Merger Sub 3, LLC, a Delaware limited liability company and a wholly owned subsidiary of Sysco Holdings (“Merger Sub 3”), and a holder representative (“Holder Representative”) pursuant to which (a) Merger Sub 1 will merge with and into Sysco, with Sysco continuing as the surviving corporation and a wholly-owned subsidiary of Sysco Holdings (the “Sysco Merger”), (b) immediately following the Sysco Merger, Merger Sub 2 will merge with and into JRD, with JRD continuing as the surviving corporation and a wholly-owned subsidiary of Sysco Holdings (the “JRD Merger”), and (c) immediately following the JRD Merger, Merger Sub 3 will merge with and into Warehouse Realty, with Warehouse Realty continuing as the surviving entity and a wholly-owned subsidiary of Sysco Holdings (the “Warehouse Realty Merger”, and collectively with the JRD Merger and the Sysco Merger, the “mergers”). As a result of the transactions contemplated by the merger agreement (the “Transactions”), including the mergers contemplated thereby, the aggregate purchase price payable by Sysco will consist of $21.6 billion in cash (“JRD cash consideration”), subject to customary adjustments, and 91.5 million shares of Sysco Holdings common stock (the “JRD stock consideration”, and together with JRD cash consideration, the “JRD merger consideration”). The Transactions have not yet been consummated.
The Unaudited Pro Forma Condensed Combined Balance Sheet combines the historical consolidated balance sheet of Sysco and the combined balance sheet of Jetro Restaurant Depot, giving effect to the mergers described in Note 1 – Description of Transaction and Basis of Presentation and the pro forma effects of certain assumptions and adjustments described in “Notes to the Unaudited Pro Forma Condensed Combined Financial Information” below as if they had been consummated on June 27, 2026. The Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended June 27, 2026, combines the historical consolidated statement of operations of Sysco and the combined statement of operations of Jetro Restaurant Depot, giving effect to the mergers as if they had been consummated on June 28, 2025, the beginning of the earliest period presented. Sysco and Jetro Restaurant Depot have different fiscal year ends, with the most recent annual period of Sysco ended on June 27, 2026, and the most recent annual period of Jetro Restaurant Depot ended on December 27, 2025. As such, amounts related to the historical operations of Jetro Restaurant Depot have been adjusted to align the period over which those operations occurred with the period presented by adding the necessary interim results to match Sysco’s fiscal reporting period. In addition, certain line items of Jetro Restaurant Depot’s condensed combined balance sheet and statement of operations were combined or reclassified in order to make the information comparable.
The Unaudited Pro Forma Condensed Combined Financial Statements were prepared using the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Sysco considered as the accounting acquirer and Jetro Restaurant Depot as the accounting acquiree. Accordingly, consideration to be given by Sysco to complete the mergers with Jetro Restaurant Depot will be allocated to assets and liabilities of Jetro Restaurant Depot based on their estimated fair values as of the completion date of the mergers. As of the date of this Current Report on Form 8-K, Sysco has not completed the detailed valuation studies necessary to arrive at the required estimates of the fair value of the Jetro Restaurant Depot’s assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has it identified all of the adjustments necessary to conform Jetro Restaurant Depot’s accounting policies to Sysco’s accounting policies. A final determination of the fair value of Jetro Restaurant Depot assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of Jetro Restaurant Depot that exist as of the date of completion of the mergers and, therefore, cannot be made prior to the completion of the Transactions.
The value of the JRD stock consideration to be given by Sysco to complete the mergers will be determined in part based on the trading price of Sysco’s common stock at the time of the completion of the merger. Accordingly, the pro forma purchase price adjustments are preliminary and are subject to further adjustments as additional information becomes available and as additional analyses are performed. The preliminary pro forma purchase price adjustments have been made solely for the purpose of providing the Unaudited Pro Forma Condensed Combined Financial Statements presented below. Sysco estimated the fair value of Jetro Restaurant Depot’s assets and liabilities based on discussions with Jetro Restaurant Depot management, preliminary valuation studies, and due diligence.
Upon completion of the mergers, final valuations will be performed. Increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments to the condensed combined balance sheet and/or statement of operations. There can be no assurance that such finalization will not result in material changes. An estimated statutory tax rate was used in preparation of these pro forma financial statements. The actual effective tax rate after the mergers may differ from this estimate.
These Unaudited Pro Forma Condensed Combined Financial Statements and accompanying notes have been developed from, and should be read in conjunction with:
| · | The historical audited consolidated financial statements of Sysco contained in its Annual Report on Form 10-K for the fiscal year ended June 27, 2026. |
| · | The historical audited combined financial statements of Jetro Restaurant Depot for the fiscal year ended December 27, 2025, included in this Current Report on Form 8-K. |
- 1 -
| · | The historical unaudited interim combined financial statements of Jetro Restaurant Depot for the 26-week periods ended June 27, 2026 and June 28, 2025, included in this Current Report on Form 8-K. |
The Unaudited Pro Forma Condensed Combined Financial Statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of Sysco would have been if the mergers had occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. The Unaudited Pro Forma Condensed Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” using the assumptions set forth in the notes to the Unaudited Pro Forma Condensed Combined Financial Information. Sysco expects to incur significant costs associated with integrating the operations of Sysco and Jetro Restaurant Depot.
- 2 -
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 27, 2026
(in millions)
| Sysco (Historical) | Jetro Restaurant Depot (Historical) | Accounting
Policy and Reclassification Adjustments |
Transaction Accounting Adjustments |
Other Transaction Accounting Adjustments |
Pro
Forma Combined | ||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 1,786 | $ | 283 | $ | - | $ | (15,979 | ) | 5(a) | $ | 16,023 | 7(a) | $ | 2,113 | ||||||||||||
| Restricted cash | - | 42 | - | - | - | 42 | |||||||||||||||||||||
| Accounts receivable, less allowance | 5,865 | 11 | - | - | - | 5,876 | |||||||||||||||||||||
| Inventories | 5,338 | 599 | 411 | 3(a) | - | - | 6,348 | ||||||||||||||||||||
| Prepaid expenses and other current assets | 427 | 55 | - | - | (58 | ) | 7(b) | 424 | |||||||||||||||||||
| Income tax receivable | 21 | - | (15 | ) | 3(b) | - | - | 6 | |||||||||||||||||||
| Total current assets | 13,437 | 990 | 396 | (15,979 | ) | 15,965 | 14,809 | ||||||||||||||||||||
| Plant and equipment at cost, less accumulated depreciation | 5,974 | 1,664 | - | 1,288 | 5(b) | - | 8,926 | ||||||||||||||||||||
| Other long-term assets | |||||||||||||||||||||||||||
| Goodwill | 5,225 | 317 | - | 18,411 | 5(c) | - | 23,953 | ||||||||||||||||||||
| Intangibles, less amortization | 952 | - | - | 10,000 | 5(d) | - | 10,952 | ||||||||||||||||||||
| Deferred income taxes | 506 | 99 | (99 | ) | 3(c) | - | - | 506 | |||||||||||||||||||
| Operating lease right-of-use assets, net | 1,389 | 261 | - | - | - | 1,650 | |||||||||||||||||||||
| Other assets | 914 | 53 | - | (35 | ) | 5(e) | - | 932 | |||||||||||||||||||
| Total other long-term assets | 8,986 | 730 | (99 | ) | 28,376 | - | 37,993 | ||||||||||||||||||||
| Total assets | $ | 28,397 | $ | 3,384 | $ | 297 | $ | 13,685 | $ | 15,965 | $ | 61,728 | |||||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||||||
| Accounts payable | $ | 6,640 | $ | 963 | $ | - | $ | - | $ | - | $ | 7,603 | |||||||||||||||
| Accrued expenses | 2,456 | 304 | - | 49 | 5(f) | (33 | ) | 7(c) | 2,776 | ||||||||||||||||||
| Accrued income taxes | 60 | - | 13 | 3(b)(d) | - | - | 73 | ||||||||||||||||||||
| Current operating lease liabilities | 166 | 34 | - | - | - | 200 | |||||||||||||||||||||
| Current maturities of long-term debt | 1,201 | 185 | - | - | 1,940 | 7(d) | 3,326 | ||||||||||||||||||||
| Total current liabilities | 10,523 | 1,486 | 13 | 49 | 1,907 | 13,978 | |||||||||||||||||||||
| Long-term liabilities | |||||||||||||||||||||||||||
| Long-term debt | 12,315 | 4,454 | - | - | 14,304 | 7(e) | 31,073 | ||||||||||||||||||||
| Long-term debt - related parties | - | 1,140 | - | - | (1,140 | ) | 7(f) | - | |||||||||||||||||||
| Deferred income taxes | 456 | - | (14 | ) | 3(c)(e) | 2,766 | 5(g) | - | 3,208 | ||||||||||||||||||
| Long-term operating lease liabilities | 1,285 | 246 | - | - | - | 1,531 | |||||||||||||||||||||
| Other long-term liabilities | 1,152 | 109 | - | (92 | ) | 5(h) | - | 1,169 | |||||||||||||||||||
| Total long-term liabilities | 15,208 | 5,949 | (14 | ) | 2,674 | 13,164 | 36,981 | ||||||||||||||||||||
| Shareholders’ equity | |||||||||||||||||||||||||||
| Common stock | 765 | - | - | 92 | 5(i) | 12 | 7(g) | 869 | |||||||||||||||||||
| Paid-in capital | 2,114 | - | - | 7,422 | 5(i) | 988 | 7(g) | 10,524 | |||||||||||||||||||
| Retained earnings (deficit) | 13,748 | (1,437 | ) | 298 | 3(f) | 834 | 5(i) | (106 | ) | 7(h) | 13,337 | ||||||||||||||||
| Accumulated other comprehensive loss | (1,014 | ) | - | - | - | 5(i) | - | (1,014 | ) | ||||||||||||||||||
| Treasury stock at cost | (12,947 | ) | (2,614 | ) | - | 2,614 | 5(i) | - | (12,947 | ) | |||||||||||||||||
| Total shareholders’ equity (deficit) | 2,666 | (4,051 | ) | 298 | 10,962 | 894 | 10,769 | ||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 28,397 | $ | 3,384 | $ | 297 | $ | 13,685 | $ | 15,965 | $ | 61,728 | |||||||||||||||
The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended June 27, 2026
(in millions except for share and per share data)
Sysco | Jetro
Restaurant | Accounting
Policy and Reclassification Adjustments | Transaction Accounting Adjustments | Other
Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||||||||||||||
| Sales | $ | 84,553 | $ | 16,008 | $ | - | $ | - | $ | - | $ | 100,561 | ||||||||||||||||||
| Cost of sales | 68,914 | 13,005 | (109 | ) | 3(g) | - | - | 81,810 | ||||||||||||||||||||||
| Gross profit | 15,639 | 3,003 | 109 | - | - | 18,751 | ||||||||||||||||||||||||
| Selling, general and administrative expenses | - | 930 | (930 | ) | 3(h) | - | - | - | ||||||||||||||||||||||
| Operating expenses | 12,544 | - | 996 | 3(g)(h) | 1,009 | 6(a)(b) | 45 | 7(i) | 14,594 | |||||||||||||||||||||
| Operating income | 3,095 | 2,073 | 43 | (1,009 | ) | (45 | ) | 4,157 | ||||||||||||||||||||||
| Interest expense | 717 | 157 | - | - | 1,134 | 7(j) | 2,008 | |||||||||||||||||||||||
| Interest expense - related parties | - | 73 | - | - | (73 | ) | 7(k) | - | ||||||||||||||||||||||
| Interest income | - | (15 | ) | 15 | 3(i) | - | - | - | ||||||||||||||||||||||
| Loss on interest rate swaps, net | - | 6 | - | (6 | ) | 6(c) | - | - | ||||||||||||||||||||||
| Amortization of deferred financing costs | - | 1 | - | - | (1 | ) | 7(l) | - | ||||||||||||||||||||||
| Other expense (income), net | 102 | (12 | ) | (15 | ) | 3(i) | - | - | 75 | |||||||||||||||||||||
| Earnings before income taxes | 2,276 | 1,863 | 43 | (1,003 | ) | (1,105 | ) | 2,074 | ||||||||||||||||||||||
| Income taxes | 519 | 525 | 12 | 3(j) | (329 | ) | 6(d) | (304 | ) | 7(m) | 423 | |||||||||||||||||||
| Net earnings | $ | 1,757 | $ | 1,338 | $ | 31 | $ | (674 | ) | $ | (801 | ) | $ | 1,651 | ||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||||||
| Basic earnings per share | $ | 3.67 | $ | 2.83 | ||||||||||||||||||||||||||
| Diluted earnings per share | 3.66 | 2.83 | ||||||||||||||||||||||||||||
| Average shares outstanding | 479,117,877 | 91,500,000 | 6(e) | 12,178,785 | 7(n) | 582,796,662 | ||||||||||||||||||||||||
| Diluted shares outstanding | 480,612,203 | 91,500,000 | 6(e) | 12,178,785 | 7(n) | 584,290,988 | ||||||||||||||||||||||||
The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.
- 4 -
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
| 1. | DESCRIPTION OF TRANSACTION AND BASIS OF PRESENTATION |
Acquisition of Jetro Restaurant Depot
On March 30, 2026, Sysco, Sysco Holdings, Merger Sub 1, Merger Sub 2, Merger Sub 3, JRD, Warehouse Realty and Holder Representative entered into the merger agreement. The merger agreement contains the terms and conditions of the proposed acquisition of Jetro Restaurant Depot by Sysco Holdings. Under the merger agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions to the mergers, (a) Merger Sub 1 will merge with and into Sysco, with Sysco continuing as the surviving corporation and a wholly-owned subsidiary of Sysco Holdings, (b) immediately thereafter, Merger Sub 2 will merge with and into JRD, with JRD continuing as the surviving corporation and a wholly-owned subsidiary of Sysco Holdings, and (c) immediately thereafter, Merger Sub 3 will merge with and into Warehouse Realty, with Warehouse Realty continuing as the surviving entity and a wholly-owned subsidiary of Sysco Holdings. As a result of the Transactions, Sysco, JRD, and Warehouse Realty will become wholly-owned subsidiaries of Sysco Holdings, which will be renamed “Sysco Holdings Corporation” immediately following completion of the mergers (the “Closing”, and the date of the Closing, the “closing date”). Upon completion of the Transactions, former holders of Sysco common stock and former equity holders of Jetro Restaurant Depot will own shares of Sysco Holdings common stock, which is expected to be listed for trading on the NYSE.
In connection with the JRD Merger and the Warehouse Realty Merger, the equity holders of Jetro Restaurant Depot will receive aggregate JRD merger consideration consisting of $21.6 billion in cash, subject to customary adjustments, and 91.5 million shares of Sysco Holdings common stock. After giving effect to the mergers, the equity holders of Jetro Restaurant Depot are expected to hold approximately 16% of the outstanding Sysco Holdings common stock in the aggregate. Pursuant to the stockholders’ agreement (“Stockholders' Agreement”), dated as of March 30, 2026, (i) the Majority JRD Holder will be subject to transfer restrictions pursuant to which its shares of Sysco Holdings common stock are generally restricted for an initial period of 18 months following the Closing, with 50% of such shares released after 18 months and the remaining 50% released after 24 months, and (ii) certain funds affiliated with Leonard Green & Partners, L.P., Platinum Falcon B 2018 RSC Limited, and certain other parties thereto, in each case, that will receive shares of Sysco Holdings common stock in the applicable mergers, will be subject to a 6-month lock-up, in each case subject to certain limited exceptions.
For purposes of these pro forma financial statements, it is assumed that the cash portion of the purchase price of $21.6 billion (subject to customary adjustments), together with any refinancing, repayment or redemption of certain outstanding indebtedness of Jetro Restaurant Depot and the payment of related fees and expenses, will be funded through a combination of approximately $21 billion of new debt and hybrid debt financing and approximately $1 billion of equity financing.
In connection with entry into the merger agreement, Sysco entered into a commitment letter, dated as of March 30, 2026, with Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, The Toronto-Dominion Bank, New York Branch and TD Securities (USA) LLC, pursuant to which the banks have committed to provide, subject to the terms and conditions of the commitment letter, a $22 billion 364-day senior unsecured bridge term loan facility. On April 13, 2026, Sysco and the banks entered into a joinder agreement to the commitment letter with thirteen additional banks, which reallocated bridge facility commitments among the banks and the additional banks. On April 16, 2026, Sysco entered into a $3.0 billion term loan credit agreement (the “term loan credit agreement”) with the subsidiary guarantors party thereto, the lenders named therein, Bank of America, N.A., as administrative agent, Goldman Sachs Bank USA and TD Securities (USA) LLC, as syndication agents, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as documentation agents, and Goldman Sachs Bank USA, TD Securities (USA) LLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers. Concurrently with entry into the term loan credit agreement, the bridge facility commitments under the commitment letter were reduced to $19 billion.
On April 16, 2026, Sysco replaced its existing $3 billion revolving loan credit agreement with a new $3 billion revolving loan credit agreement (the “revolving credit agreement”) with the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders and issuing banks named therein, Bank of America, N.A., as administrative agent, Goldman Sachs Bank USA, TD Securities (USA) LLC, JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as syndication agents, BNP Paribas, PNC Bank, National Association, Truist Bank and U.S. Bank National Association, as documentation agents, and Goldman Sachs Bank USA, TD Securities (USA) LLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers. The revolving credit agreement will be available for general corporate purposes. From and after the consummation of the mergers, commitments will increase to $4 billion under the revolving credit agreement.
On September 4, 2026, Sysco entered into a first amendment (the “First Amendment”) to the revolving credit agreement to establish a $750 million senior unsecured delayed draw term loan facility (the “CoBank Term Loan”), with CoBank, ACB, the lenders party to the revolving credit agreement as of the date of such First Amendment and Bank of America, N.A., as administrative agent. The CoBank Term Loan consists of (a) a $375 million six-year delayed draw term loan tranche and (b) a $375 million eight-year delayed draw term loan tranche, in each case available for drawing in multiple advances during the one-year period following the effective date of the First Amendment. Loans under the CoBank Term Loan will be used for general corporate purposes, including to pay, in part, the cash consideration for the Transactions and all other fees, costs and expenses related thereto. Concurrently with entry into the CoBank Term Loan, the bridge facility commitments under the commitment letter were further reduced to $18.25 billion.
Ultimately, the debt financing could take any of several forms or any combination of them, including but not limited to the following: (1) Sysco or Sysco Holdings may borrow under the bridge facility; (2) Sysco may issue common stock, (3) Sysco or Sysco Holdings may issue senior and subordinated notes in the public and/or private capital markets; (4) Sysco or Sysco Holdings may borrow up to $3.0 billion under the term loan credit agreement; and (5) Sysco or Sysco Holdings may borrow under the revolving credit agreement and $750 million under the CoBank term loan. For purposes of these pro forma financial statements debt financing sources include new senior notes (the Senior Notes), new junior subordinated notes (the Junior Subordinated Notes), a term loan facility (the Term Loan Facility) and a revolving credit facility (the Credit Facility). The assumed financing mix reflects a reasonable illustrative structure as of the date presented, and actual financing outcomes may differ based on market conditions, final terms and financing elections at the Closing.
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For the equity financing, Sysco expects to raise approximately $1 billion in new equity. Sysco intends to use the proceeds of any equity offering to finance a portion of the JRD cash consideration payable in connection with the JRD Merger and to pay related fees and expenses. The equity offering will not be conditioned on the consummation of the acquisition, which remains subject to customary closing conditions. Pending completion of the acquisition, the Company expects to hold the proceeds from any equity offering in cash, cash equivalents or short-term investments. If the acquisition is not completed, the Company expects to use the proceeds for general corporate purposes, which may include debt repayment, other acquisitions, capital expenditures or share repurchases.
The JRD stock consideration will be valued using the volume weighted average, rounded to the nearest one tenth of a cent, of the last reported sale price of Sysco common stock on the New York Stock Exchange on the last trading day immediately preceding the closing date. As such, the value of Sysco’s common stock will fluctuate, and the components of the Transactions and total purchase price noted above will not be finalized until the mergers are consummated.
In connection with the Transactions, Sysco and Mr. Richard Kirschner entered into an offer letter providing for his continued employment as CEO of Jetro Restaurant Depot following the Closing. The offer letter contemplates, among other things, the grant of a retention award in the form of 50% time-based and 50% performance-based equity awards upon Closing. In addition, Sysco and Jetro Restaurant Depot are discussing potential go-forward compensation arrangements and retention awards for certain Jetro Restaurant Depot’s directors and employees. These arrangements, if finalized, are expected to be accounted for as compensation expense with certain amounts payable at or immediately prior to Closing, subject to continued service and other vesting conditions. It is anticipated that approximately $250 million of retention bonuses will be funded, mostly by Jetro Restaurant Depot in cash, with the remaining portion funded by Sysco through a combination of both cash and equity-based awards. As of the date hereof and except as set forth above, no such arrangements have been agreed to between Sysco and Jetro Restaurant Depot.
Certain employees and other service providers of Jetro Restaurant Depot, including Messrs. Kirschner and Fleishman, hold earnings appreciation units or stock appreciation rights (together, “EAUs”) granted pursuant to certain EAU agreements, and the merger agreement provides that Jetro Restaurant Depot may make payments in respect of the EAUs and settle and terminate the EAU agreements prior to or at the Closing. For purposes of these pro forma financial statements, it is assumed that these units will be terminated and paid in full as part of purchase consideration.
The Majority JRD Holder will be entitled to designate two directors to Sysco Holdings’ board of directors upon Closing. Sysco Holdings, Sysco and Jetro Restaurant Depot expect to complete the Transactions by the third quarter of Sysco’s fiscal year 2027 (which is the first calendar quarter of 2027). Under certain conditions, including lack of regulatory clearances or because the mergers are not consummated by the termination date, Sysco will pay $1.164 billion to the owners of Jetro Restaurant Depot if the mergers are cancelled.
Basis of Presentation
The accompanying Unaudited Pro Forma Condensed Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X, as amended by Release No. 33-10786, using the assumptions set forth in these notes to the Unaudited Pro Forma Condensed Combined Financial Information. The Unaudited Pro Forma Condensed Combined Financial Statements are derived from the respective historical consolidated financial statements of Sysco and the combined financial statements of Jetro Restaurant Depot for the period presented.
The Unaudited Pro Forma Condensed Combined Balance Sheet combines the historical consolidated balance sheet of Sysco and the combined balance sheet of Jetro Restaurant Depot, giving effect to the mergers as if they had been consummated on June 27, 2026. The Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended June 27, 2026, combines the historical consolidated statement of operations of Sysco and the combined statement of operations of Jetro Restaurant Depot, giving effect to the mergers as if they had been consummated on June 28, 2025, the beginning of the earliest period presented. Sysco and Jetro Restaurant Depot have different fiscal year ends, with the most recent annual period of Sysco ended on June 27, 2026, and the most recent annual period of Jetro Restaurant Depot ended on December 27, 2025. As such, amounts related to the historical operations of Jetro Restaurant Depot have been adjusted to align the period over which those operations occurred with the period presented by adding the necessary interim results to match Sysco’s fiscal reporting periods.
The Unaudited Pro Forma Condensed Combined Financial Information and explanatory notes have been prepared to illustrate the effects of the mergers in accordance with ASC 805, Business Combinations, whereby Sysco is expected to be considered the accounting acquirer for purposes of the pro forma financial information. The consideration transferred will be allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values, and any excess of consideration transferred over the estimated fair value of Jetro Restaurant Depot’s net assets will be allocated to goodwill. The pro forma allocation of consideration transferred reflected in the Unaudited Pro Forma Condensed Combined Financial Information is preliminary, is based on management’s current estimates and assumptions, and is subject to adjustment and may vary materially from the actual allocation that will be recorded as of the closing date.
The Unaudited Pro Forma Condensed Combined Financial Information is provided for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that actually would have been realized had the Transactions been completed on the dates assumed, nor is it necessarily indicative of the future financial position or results of operations of the combined company. The Unaudited Pro Forma Condensed Combined Financial Information does not reflect any potential cost savings, operating efficiencies or synergies that may result from the mergers.
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| 2. | FISCAL YEAR END ALIGNMENT |
Fiscal year end alignment has been made to conform Jetro Restaurant Depot’s historical financial statement presentation to Sysco’s financial statement presentation in the Unaudited Pro Forma Condensed Combined Statement of Operations.
Fiscal Year End Alignment
The historical statement of operations of Jetro Restaurant Depot for the year ended June 27, 2026, has been derived as follows:
| (in millions) | Year Ended December 27, 2025 (Historical) | Less: 26-Week (Historical) | Plus: 26-Week Period Ended June 27, 2026 (Historical) | Year Ended June 27, 2026 (Historical Aligned) (1) | ||||||||||||
| Sales | $ | 15,812 | $ | 7,865 | $ | 8,061 | $ | 16,008 | ||||||||
| Cost of sales | 12,874 | 6,411 | 6,542 | 13,005 | ||||||||||||
| Gross profit | 2,938 | 1,454 | 1,519 | 3,003 | ||||||||||||
| Selling, general and administrative expenses | 997 | 509 | 442 | 930 | ||||||||||||
| Operating income | 1,941 | 945 | 1,077 | 2,073 | ||||||||||||
| Interest expense | 186 | 115 | 86 | 157 | ||||||||||||
| Interest expense – related parties | 85 | 44 | 32 | 73 | ||||||||||||
| Interest income | (14 | ) | (6 | ) | (7 | ) | (15 | ) | ||||||||
| Loss on interest rate swaps, net | 27 | 20 | (1 | ) | 6 | |||||||||||
| Amortization of deferred financing costs | 2 | 1 | - | 1 | ||||||||||||
| Other expense (income), net | (12 | ) | (6 | ) | (6 | ) | (12 | ) | ||||||||
| Earnings before income taxes | 1,667 | 777 | 973 | 1,863 | ||||||||||||
| Income tax expense (benefit) | 470 | 209 | 264 | 525 | ||||||||||||
| Net earnings | $ | 1,197 | $ | 568 | $ | 709 | $ | 1,338 | ||||||||
| (1) | The historical aligned statement of operations of Jetro Restaurant Depot for the year ended June 27, 2026, was derived from: (i) Jetro Restaurant Depot’s combined statement of operations for the year ended December 27, 2025; less (ii) Jetro Restaurant Depot’s combined statements of operations for the 26-week period ended June 28, 2025; plus (iii) Jetro Restaurant Depot’s combined statements of operations for the 26-week period ended June 27, 2026. |
| 3. | SIGNIFICANT ACCOUNTING POLICIES AND RECLASSIFICATION ADJUSTMENTS |
Balance Sheet Adjustments
| (a) | Adjustment reflects an increase to “Inventories” to eliminate the related net last-in, first-out (“LIFO”) reserves to conform to Sysco’s accounting policy using the first-in, first-out (“FIFO”) method of $411 million. The adjustment to equity of $298 million reflects the offsetting adjustments to deferred income taxes and accrued income taxes. |
| (b) | Adjustment reflects a $15 million reclassification of Sysco accrued income tax balances from “Income tax receivable” to “Accrued income taxes”, to net income tax balances within the same federal and state tax jurisdictions due to the addition of taxes payable related to the elimination of the LIFO reserve (see note 3(d)). |
| (c) | Adjustment reflects the reclassification of Jetro Restaurant Depot’s deferred income tax asset balances of $99 million to “Deferred income taxes” within liabilities to conform to the appropriate net presentation within deferred income tax liabilities. |
| (d) | Adjustment reflects a $28 million increase in “Accrued income taxes” driven by the required taxes payable related to the elimination of the LIFO reserve (see note 3(a)). |
| (e) | Adjustment reflects the decrease in deferred income tax liabilities due to the reclassification of Jetro Restaurant Depot deferred income tax assets, offset by an increase of $85 million related to deferred income tax liabilities that were created from the elimination of the LIFO reserve (see note 3(a) and (c)). |
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| (f) | Adjustment reflects a $298 million increase to retained earnings driven by the elimination of LIFO reserve, net of current and deferred tax adjustments (see note 3(a), 3(c), and 3(e)). |
Income Statement Adjustments
| (g) | Adjustment reflects the following: |
| (in millions) | Year Ended June 27, 2026 | |||
| Elimination of LIFO reserves (see note 3(a)) | $ | (43 | ) | |
| Reclass of Jetro Restaurant Depot’s depreciation expense from “Cost of sales” to “Operating expense” | (66 | ) | ||
| Net adjustment to Cost of sales | $ | (109 | ) | |
| (h) | Adjustment reflects a reclassification of “Selling, general and administrative expenses” to “Operating expenses” to conform with Sysco’s financial statement presentation. |
| (i) | Adjustment reflects a reclassification of “Interest income” to “Other expense (income), net” to conform with Sysco’s financial statement presentation. |
| (j) | Adjustments reflect accounting for the income tax effects of the accounting policy and reclassification accounting adjustments at the combined statutory tax rate of 27.5%. |
| 4. | ESTIMATED PURCHASE PRICE ALLOCATION |
Estimated Merger Consideration
The total estimated purchase price is calculated as follows:
| (in millions) | June 27, 2026 | |||
| Cash transferred at Closing(1) | $ | 15,578 | ||
| Jetro Restaurant Depot existing debt(2) | 5,812 | |||
| Jetro Restaurant Depot EAUs | 92 | |||
| JRD stock consideration (91.5 million shares at $82.11 per share value)(3) | 7,514 | |||
| Total estimated purchase price | $ | 28,996 | ||
| (1) | The JRD cash consideration at Closing is reduced by $118 million for the payout of retention bonuses to certain Jetro Restaurant Depot’s directors and employees as of the closing date. Such bonuses are seller expenses that reduce the total JRD cash consideration received by the seller and do not change the total economics to Sysco. | |
|
(2) |
The pro forma financial statements give effect to the repayment of Jetro Restaurant Depot’s historical debt as of the closing date. However, we may amend, modify, extend, refinance Jetro Restaurant Depot’s historical debt or otherwise alter the terms of or our plans with respect to such debt and the actual treatment may differ from the pro forma presentation. | |
| (3) | The estimated fair value of the JRD stock consideration has been determined based on the volume weighted average, rounded to the nearest one tenth of a cent, of the last reported sale price of Sysco common stock on the New York Stock Exchange as of September 1, 2026. |
A change in the market price of Sysco common stock of 10% would increase or decrease the value of the Sysco Holdings common stock to be received by Jetro Restaurant Depot equity holders upon completion of the Transactions as set forth below, with a corresponding increase or decrease in goodwill assigned that will be recorded in connection with the Transactions:
| Percentage change in stock price | ||||||||
| (in millions, except per share amounts) | -10% | +10% | ||||||
| Market price per share of JRD stock consideration | $ | 73.90 | $ | 90.32 | ||||
| Fair value of JRD stock consideration to be received by Jetro Restaurant Depot equity holders | $ | 6,762 | $ | 8,264 | ||||
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Estimated Purchase Price Allocation
The table below represents a preliminary allocation of the total consideration to Jetro Restaurant Depot tangible and intangible assets and liabilities based on Sysco management’s preliminary estimate of their respective fair values as of June 27, 2026:
| (in millions) | June 27, 2026 | |||
| Assets Acquired | ||||
| Cash and cash equivalents | $ | 283 | ||
| Restricted cash | 42 | |||
| Accounts receivable, less allowance | 11 | |||
| Inventories | 1,010 | |||
| Prepaid expenses and other current assets | 55 | |||
| Plant and equipment | 2,952 | |||
| Intangibles | 10,000 | |||
| Operating lease right-of-use assets | 261 | |||
| Other assets | 18 | |||
| Total assets acquired | 14,632 | |||
| Liabilities Assumed | ||||
| Accounts payable | 963 | |||
| Accrued expenses | 271 | |||
| Accrued income taxes | 28 | |||
| Current operating lease liabilities | 34 | |||
| Deferred income taxes | 2,805 | |||
| Long-term operating lease liabilities | 246 | |||
| Other long-term liabilities | 17 | |||
| Total liabilities assumed | 4,364 | |||
| Net assets acquired, excluding goodwill | 10,268 | |||
| Goodwill (consideration transferred above less net assets acquired) | $ | 18,728 | ||
Upon completion of the fair value assessment after the mergers, it is anticipated that the ultimate purchase price allocation will differ from the preliminary assessment outlined above. Any changes to the initial estimates of the fair value of assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.
| 5. | BALANCE SHEET TRANSACTION ACCOUNTING ADJUSTMENTS |
The Unaudited Pro Forma Condensed Combined Balance Sheet reflects the following adjustments:
| (a) | Cash and cash equivalents - Adjustment reflects the following: |
| (in millions) | June 27, 2026 | |||
| Cash transferred at the Closing | $ | (15,578 | ) | |
| Transaction costs settled at the Closing | (191 | ) | ||
| Jetro Restaurant Depot EAUs settled at the Closing | (92 | ) | ||
| Retention Bonuses | (118 | ) | ||
| Net adjustment to cash and cash equivalents | $ | (15,979 | ) | |
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| (b) | Plant and equipment - Adjustment reflects an increase of $1,288 million to the carrying value of Jetro Restaurant Depot’s fixed assets from their recorded net-book values to their preliminary estimated fair values. The valuation approach used in the preliminary assessment of the fair value of property, plant, and equipment was the direct-cost approach. The estimated fair value is expected to be depreciated over the estimated useful lives of the assets, generally on a straight-line basis. The fixed assets acquired with preliminary fair value adjustment estimates consist of the following: |
| (in millions, except for useful life) | Estimated Remaining Useful Life (in years) | Elimination of Historical Carrying Amount | Estimated Fair Value | Fair Value Adjustment | ||||||||||||
| Land | Indefinite | $ | (546 | ) | $ | 1,210 | $ | 664 | ||||||||
| Buildings and improvements | 30 | (617 | ) | 1,154 | 537 | |||||||||||
| Equipment, furniture and fixtures | 10 | (294 | ) | 439 | 145 | |||||||||||
| Construction in progress | N/A | (58 | ) | 63 | 5 | |||||||||||
| Leasehold improvements | 10 | (149 | ) | 86 | (63 | ) | ||||||||||
| Plant and equipment at cost, less accumulated depreciation | $ | (1,664 | ) | $ | 2,952 | $ | 1,288 | |||||||||
|
(c) |
Goodwill - Adjustment reflects the elimination of Jetro Restaurant Depot’s previously existing goodwill and to record goodwill resulting from the mergers. Goodwill is not amortized but rather is assessed for impairment at least annually or more frequently whenever events or circumstances indicate that goodwill might be impaired. Adjustments to goodwill are comprised of the following: |
| (in millions) | June 27, 2026 | |||
| Goodwill (as determined in note 4) | $ | 18,728 | ||
| Removal of Jetro Restaurant Depot’s historical goodwill | (317 | ) | ||
| Net adjustment to goodwill | $ | 18,411 | ||
| (d) | Intangibles - Adjustment reflects an increase of $10,000 million to the fair value of intangible assets. The preliminary fair value of identifiable intangible assets was estimated using methods under the income approach, specifically the relief-from-royalty method for trade names and the multi-period excess earnings method for customer relationships. The intangible assets acquired with preliminary fair value adjustment estimates consist of the following: |
| (in millions, except for useful life) | Estimated Remaining Useful Life (in years) | Estimated Fair Value | ||||||
| Trade names - Corporate Banners | Indefinite | $ | 2,400 | |||||
| Trade names - Private Labels | 13 | 1,100 | ||||||
| Customer relationships | 12 | 6,500 | ||||||
| Intangibles, less amortization | $ | 10,000 | ||||||
| (e) | Other assets – Adjustment reflects the removal of the fair value of interest rate swaps associated with Jetro Restaurant Depot’s historical debt. |
| (f) | Accrued expenses - Adjustment reflects $49 million in transfer taxes, representing transaction related taxes incurred in connection with the transfer of ownership interests and assets upon Closing. |
| (g) | Deferred income taxes – Adjustment reflects $2,819 million of the increase in fixed assets and intangibles from their recorded net-book values to their preliminary estimated fair values, partially offset by $53 million of deferred tax assets related to transaction costs incurred for the Transactions. |
| (h) | Other long-term liabilities - Adjustment reflects the removal of $92 million related to Jetro Restaurant Depot's long-term EAUs, which will be settled at the Closing. |
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| (i) | Shareholders’ equity - Adjustments to shareholders’ equity are comprised of the following: |
| (in millions) | Adjustments
to Jetro Restaurant Depot Equity(1) | JRD
Stock Consideration (2) | Transaction Costs and Transfer Taxes(3) | Retention Bonuses(4) | Total Transaction Accounting Adjustments | |||||||||||||||
| Net adjustment to common stock | $ | - | $ | 92 | $ | - | $ | - | $ | 92 | ||||||||||
| Net adjustment to paid-in capital | - | 7,422 | - | - | 7,422 | |||||||||||||||
| Net adjustment to retained earnings (deficit) | 1,139 | - | (187 | ) | (118 | ) | 834 | |||||||||||||
| Net adjustment to treasury stock at cost | 2,614 | - | - | - | 2,614 | |||||||||||||||
| Net adjustment to shareholders’ equity (deficit) | $ | 3,753 | $ | 7,514 | $ | (187 | ) | $ | (118 | ) | $ | 10,962 | ||||||||
| (1) | Adjustments to Jetro Restaurant Depot Equity: Adjustment reflects the elimination of Jetro Restaurant Depot historical shareholders’ deficit of $4,051 million offset by the increase in retained earnings of $298 million related to LIFO adjustment (see note 3(f)). | |
| (2) | JRD Stock Consideration: 91.5 million shares of Sysco Holdings common stock will be issued to Jetro Restaurant Depot equity holders as part of the JRD merger consideration for an estimated $7,514 million. | |
| (3) | Transaction Costs and Transfer Taxes: Adjustment reflects i) $191 million in estimated transaction costs expected to be incurred by Sysco in connection with the Transactions, offset by $53 million tax benefits associated with the transaction costs and ii) $49 million associated with transfer taxes. | |
| (4) | Retention Bonuses: Adjustment reflects $118 million in retention bonus liabilities payable at Closing. |
| 6. | INCOME STATEMENT TRANSACTION ACCOUNTING ADJUSTMENTS |
The Unaudited Pro Forma Condensed Combined Statement of Operations reflects the following adjustments:
| (a) |
Operating expenses - Adjustment reflects (i) elimination of historical depreciation and amortization expense of Jetro Restaurant Depot and (ii) recognition of depreciation and amortization expense based on the preliminary fair value of acquired property, plant and equipment and identifiable intangible assets.
Depreciation and amortization were calculated using the straight-line method. Depreciation of acquired property, plant and equipment is based on the estimated remaining useful lives of the related assets. Amortization of finite-lived identifiable intangible assets is based on the estimated periods over which the economic benefits are expected to be realized. |
| (in millions) | Year Ended June 27, 2026 | |||
| Reversal of Jetro Restaurant Depot’s historical plant and equipment depreciation | $ | (66 | ) | |
| Depreciation of purchased plant and equipment assets | 91 | |||
| Amortization of purchased identifiable intangible assets | 626 | |||
| Total property and equipment depreciation expense and intangible asset amortization | $ | 651 | ||
| (b) | Operating expenses - These costs are non-recurring and are not expected to have a continuing impact on the combined company’s operating results in future periods. Adjustment reflects the following: |
| (in millions) | Year Ended
June 27, 2026 | |||
| Non-recurring transaction costs | $ | 191 | ||
| Non-recurring retention bonuses | 118 | |||
| Non-recurring transfer taxes | 49 | |||
| Net adjustment to Operating expenses | $ | 358 | ||
| (c) | Loss on interest rate swaps, net - Adjustment reflects the removal of $6 million of amortization related to Jetro Restaurant Depot’s interest rate swap derivative instruments for the year ended June 27, 2026. |
| (d) | Income taxes - Adjustment reflects the income tax effect of the purchase accounting adjustments for $1,003 million at the combined statutory tax rate of 27.5%, including a $53 million tax benefit associated with the deferred tax asset related to deductible transaction costs. |
| (e) | Earnings per share - Adjustment reflects the shares of Sysco Holdings common stock to be issued as part of the JRD Stock Consideration. |
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| 7. | OTHER TRANSACTION ACCOUNTING ADJUSTMENTS |
Balance Sheet Adjustments
| (a) | Cash and cash equivalents - Adjustment reflects the following: |
| (in millions) | June 27, 2026 | |||
| Increase in cash for new debt | $ | 20,883 | ||
| Increase in cash for new equity | 1,000 | |||
| Cash paid for Bridge Facility commitment fee | (48 | ) | ||
| Removal of Jetro Restaurant Depot’s historical external debt | (5,812 | ) | ||
| Cash and cash equivalents | $ | 16,023 | ||
| (b) | Prepaid expenses and other current assets - Adjustment reflects the removal of Sysco historical debt issuance costs related to commitment fees for the Bridge Facility of $58 million. |
| (c) | Accrued expenses - Adjustment reflects a decrease of $33 million for accrued interest related to Jetro Restaurant Depot’s historical debt which is removed as part of the Transactions. |
| (d) | Current maturities of long-term debt - Adjustment reflects the removal of Jetro Restaurant Depot's historical current portion of long-term debt of $185 million offset by the recognition of the current portion of the new debt proceeds of $2,125 million. |
| (e) | Long-term debt - Adjustments reflect the following: |
| (in millions) | June 27, 2026 | |||
| Proceeds from issuance of debt | $ | 18,875 | ||
| Debt issuance costs on new borrowings | (117 | ) | ||
| Removal of Jetro Restaurant Depot’s existing long-term debt | (4,454 | ) | ||
| Long-term debt | $ | 14,304 | ||
| (f) | Long-term debt – related parties - Adjustment reflects the removal of Jetro Restaurant Depot’s historical related party debt. |
| (g) | Common stock and paid-in capital - Adjustment reflects the increase in common stock and paid-in capital resulting from Sysco’s issuance of $1 billion of new equity to partially fund the Transactions. Common stock is recorded at a par value of $1 per share, with the remaining proceeds recorded as paid-in capital. |
| (h) | Retained earnings - Adjustment reflects the commitment fees related to the Bridge Facility. These costs are non-recurring and are not expected to have a continuing impact on the combined company’s operating results in future periods. |
Income Statement Adjustments
| (i) | Operating expenses - Adjustment reflects the increase to compensation expense by $45 million for the year ended June 27, 2026 related to cash and equity retention awards for Jetro Restaurant Depot’s directors and employees. These awards require the recipients to provide post-Closing service through the applicable vesting dates. | |
| (j) | Interest expense - Adjustment reflects the following: |
| (in millions) | Year Ended
June 27, 2026 | |||
| Interest expense related to new debt | $ | 1,063 | ||
| Interest expense related to Term Loan Facility with maturity of 364 days to 2 years and an assumed weighted average annual interest rate of 4.81% | 69 | |||
| Interest expense related to CoBank Facility | 38 | |||
| Amortization of debt issuance costs associated with the issuance of debt to fund the Transactions | 11 | |||
| Unused capacity fees associated with the Credit Facility | 4 | |||
| Removal of Jetro Restaurant Depot's existing interest expense | (157 | ) | ||
| Commitment fees related to the Bridge Facility | 106 | |||
| Interest expense | $ | 1,134 | ||
| Included in Sysco's current maturities of long-term debt and long-term debt at June 27, 2026 is a total of $4 billion of variable rate borrowings related to the Term Loan Facility. A 0.125% change in the variable interest rate would have resulted in a change to pro forma Interest expense of approximately $4 million for the year ended June 27, 2026. |
- 12 -
| (k) | Interest expense - related parties - Adjustment reflects the removal of historical related party interest expense of $73 million for the year ended June 27, 2026. |
| (l) | Amortization of deferred financing costs - Adjustment reflects the removal of historical Jetro Restaurant Depot amortization expense related to deferred financing costs of $1 million for the year ended June 27, 2026. |
| (m) | Income tax expense (benefit) - Adjustments reflect accounting for the income tax effects of the other transaction accounting adjustments at the combined statutory tax rate of 27.5%. |
| (n) | Earnings per share - Adjustment reflects the issuance of 12,178,785 new Sysco Corporation shares to raise $1 billion to partially fund the Transactions. The number of shares was determined using the last reported sale price of Sysco common stock on the New York Stock Exchange as of September 1, 2026. |
- 13 -
Exhibit 99.4
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
December 27, 2025 and December 28, 2024
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of JRD Unico, Inc.’s (“JRD Unico”) financial condition, results of operations and liquidity and capital resources for the fiscal years ended December 27, 2025 and December 28, 2024 should be read as a supplement to our Combined Financial Statements and accompanying notes.
Overview
JRD Unico, Inc., a C-Corporation, through its wholly owned subsidiaries, JRD Holdings LLC (“JRD”) and Jetro Holdings LLC (“JHLLC”), both limited liability companies, (collectively, the “Company”) is engaged primarily in the cash-and-carry distribution of food, restaurant supplies, and related items throughout the United States through its Jetro Cash and Carry (“Jetro”) and Restaurant Depot warehouses. Our wholesale stores sell food and supplies directly to independent restaurants, caterers, and non-profit organizations.
According to S&P Global, the cash-and-carry channel represents approximately 15.0% of the broader U.S. foodservice distribution industry as of the end of 2025.
Warehouses
As of December 27, 2025, we operate 165 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators. The 12 Jetro warehouses (approximately 150,000 square feet each) target independent retail grocery stores, small wholesalers, non-profit organizations and independent restaurants. The 153 Restaurant Depot warehouses (approximately 60,000 square feet each) target the food service industry, including independent restaurants, small wholesalers, non-profit organizations, caterers and delis. Both Jetro and Restaurant Depot warehouses stand as a one-stop shop across a broad assortment of categories including fresh and low-priced products. We serve smaller, independent restaurants and businesses offering differentiated value propositions. Our philosophy is to provide our customers with high-quality goods at competitive prices. Our warehouse locations are within 10 - 15 miles of our customer base and open 7 days per week with hours that cater to the business-only customer. We achieve sales growth, in part, by opening new warehouses. We opened five new traditional Restaurant Depot warehouses in fiscal 2024 and an additional five in fiscal 2025. We also achieve sales growth through increases in comparable warehouse sales. Comparable warehouse sales growth is driven primarily by increases in customer traffic and average spend per customer. Customer traffic increases as we attract new customers and existing customers visit more frequently. As our warehouse base grows, we may experience lower initial operating profitability relative to existing warehouses and there can be some cannibalization of sales at existing warehouses when openings occur in existing markets.
Highlights
Our fiscal 2025 results reflected sales growth of 3.1% as compared to fiscal 2024. Gross profit increased 3.8% as compared to fiscal 2024. Operating income increased 4.2% as compared to fiscal 2024 largely due to growth within existing stores and new store openings. See below for a comparison of our fiscal 2025 results to our fiscal 2024 results, both including and excluding Certain Items (as defined below).
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
December 27, 2025 and December 28, 2024
Below is a comparison of results from fiscal 2025 to fiscal 2024:
| · | Sales: |
| o | Increased 3.1%, or $480.8 million, to $15.8 billion |
| · | Operating income: |
| o | Increased 4.2%, or $79.0 million, to $1.9 billion |
| · | Net income: |
| o | Increased 2.0%, or $23.9 million, to $1.2 billion |
Strategy
Our mission is to be our customers’ one-stop shop for Savings, Selection and Service, 7 Days a Week. We are the leading cash-and-carry wholesaler and low-cost provider of food products, equipment and supplies for independent restaurants, grocers, caterers, small businesses and non-profits in the U.S. We have been supplying independent food businesses with quality products from large cash-and-carry warehouse stores since 1990. We became the leading low-cost alternative to other foodservice suppliers by eliminating the overhead of a traditional distributor, focusing on the needs of independent foodservice operators and offering free membership. Our strategy aims to enhance value for small independent restaurants and the consumers they serve by expanding access to more affordable, fresh food products and delivering more choice and convenience.
Employee Base
At the end of fiscal 2025, we employed approximately 9,700 employees nationwide, including 9,000 full-time employees. In addition, approximately 53% of our employees are represented by unions.
Results of Operations
The following table sets forth the components of our combined results of operations with changes in amounts and changes expressed as a percentage increase or decrease over the comparable period in the prior year:
| 2025 | 2024 | Change ($) | % Change | |||||||||||||
| (Dollars in millions) | ||||||||||||||||
| Sales | $ | 15,812.2 | $ | 15,331.3 | $ | 480.8 | 3.1 | % | ||||||||
| Cost of sales | 12,874.3 | 12,501.3 | 372.9 | 3.0 | ||||||||||||
| Gross profit | 2,937.9 | 2,830.0 | 107.9 | 3.8 | ||||||||||||
| Selling, general and administrative expenses | 997.1 | 968.1 | 28.9 | 3.0 | ||||||||||||
| Operating income | 1,940.9 | 1,861.9 | 79.0 | 4.2 | ||||||||||||
| Other expense, net | ||||||||||||||||
| Interest expense | 186.5 | 165.1 | 21.3 | 12.9 | ||||||||||||
| Interest expense - related parties | 84.6 | 138.2 | (53.6 | ) | (38.8 | ) | ||||||||||
| Interest income | (14.5 | ) | (39.0 | ) | 24.5 | (62.8 | ) | |||||||||
| Loss on interest rate swaps, net | 27.4 | 3.1 | 24.3 | 778.5 | ||||||||||||
| Amortization of deferred financing costs | 2.1 | 2.0 | 0.1 | 5.0 | ||||||||||||
| Other income | (11.9 | ) | (10.8 | ) | (1.1 | ) | 10.6 | |||||||||
| Total other expense, net | 274.1 | 258.8 | 15.4 | 6.0 | ||||||||||||
| Income before provision for income taxes | 1,666.7 | 1,603.1 | 63.6 | 4.0 | ||||||||||||
| Provision for income taxes | 469.7 | 430.1 | 39.7 | 9.2 | ||||||||||||
| Net income | $ | 1,197.0 | $ | 1,173.1 | $ | 23.9 | 2.0 | % | ||||||||
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
December 27, 2025 and December 28, 2024
The following table sets forth the components of our combined results of operations expressed as a percentage of sales for the periods indicated:
| 2025 | 2024 | |||||||
| Sales | 100.0 | % | 100.0 | % | ||||
| Cost of sales | 81.4 | 81.5 | ||||||
| Gross profit | 18.6 | 18.5 | ||||||
| Selling, general and administrative expenses | 6.3 | 6.3 | ||||||
| Operating income | 12.3 | 12.1 | ||||||
| Other expense, net | 0.0 | |||||||
| Interest expense | 1.2 | 1.1 | ||||||
| Interest expense - related parties | 0.5 | 0.9 | ||||||
| Interest income | (0.1 | ) | (0.3 | ) | ||||
| Loss on interest rate swaps, net | 0.2 | 0.0 | ||||||
| Amortization of deferred financing costs | 0.0 | 0.0 | ||||||
| Other income | (0.1 | ) | (0.1 | ) | ||||
| Total other expense, net | 1.7 | 1.7 | ||||||
| Income before provision for income taxes | 10.5 | 10.5 | ||||||
| Provision for income taxes | 3.0 | 2.8 | ||||||
| Net income | 7.6 | % | 7.7 | % | ||||
Sales, Cost of sales, and Gross profit
Our sales and gross profit performance are influenced by multiple factors including price, volume, inflation, customer mix and product mix. Total sales increased in fiscal 2025, compared to fiscal 2024, by 3.1%. Inflation for the year was 0.7%, primarily from higher inflation in the protein category, partially offset by deflation in produce. The remaining increase was driven by growth from existing customers and new unit growth which was driven by the opening of nine new warehouses between fiscal 2024 and fiscal 2025.
Total cost of sales increased in fiscal 2025, compared to fiscal 2024, by 3.0%, primarily due to new unit growth and existing customer sales volume growth, as well as product inflation.
We have been successful in managing inflation, resulting in an increase in costs of goods sold that tracks with increased sales and growth in gross profit of 3.8% in fiscal 2025 compared to fiscal 2024. Our gross margin rates, as a percentage of sales, were 18.6% in fiscal 2025 and 18.5% in fiscal 2024, an increase of 12 basis points. These improvements are primarily as a result of disciplined strategic sourcing efforts in an effort to manage product cost inflation.
Selling, general, and administrative expenses
Total Selling, general, and administrative expenses increased 3.0% during fiscal 2025, as compared to fiscal 2024. Increases in labor costs resulted in a 2.2% increase in Selling, general, and administrative expenses, with the remaining 0.8% increase due to increases in credit card charges and other items. Selling, general, and administrative expenses, as a percentage of sales, were 6.3% in both fiscal 2025 and fiscal 2024.
Interest expense and interest income
Interest expense increased $21.3 million and interest expense with related parties decreased $53.6 million for fiscal 2025, as compared to fiscal 2024, primarily due to reductions in outstanding debt period over period. Interest income decreased $24.5 million for fiscal 2025, as compared to fiscal 2024.
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
December 27, 2025 and December 28, 2024
Net income
Net income increased 2.0% in fiscal 2025, as compared to fiscal 2024, due primarily to the aforementioned items, partially offset by a $24.3 million increase in non-cash mark to market adjustment on interest rate swaps and a $39.7 million increase in provision for income taxes.
Liquidity and Capital Resources
Highlights
Below are comparisons of the cash flows from fiscal 2025 to fiscal 2024:
| · | cash flows from operations were $1.2 billion in fiscal 2025, compared to $1.3 billion in fiscal 2024; |
| · | capital expenditures totaled $137.2 million in fiscal 2025, compared to $140.6 million in fiscal 2024; |
| · | dividends paid were $456.0 million in fiscal 2025, and $1.0 billion in fiscal 2024; |
| · | there were no repayments of treasury stock notes in fiscal 2025, compared to $933.3 million in fiscal 2024; |
| · | repayments of shareholder notes were $309.4 million in fiscal 2025, and $750.0 million in fiscal 2024; and |
| · | there were no proceeds from issuance of private placement debt in fiscal 2025, compared to $1.3 billion in fiscal 2024. |
As of December 27, 2025, there were no borrowings outstanding under our long-term revolving credit facility and the Company had approximately $585.3 million in cash and available liquidity.
Key Sources and Uses of Cash
JRD Unico generates cash through its business operations in the U.S. JRD Unico’s strategic objectives include continuous investment in our business; these investments are funded primarily by cash from operations and, to a lesser extent, external borrowings. Traditionally, our operations have produced significant cash flow and, due to our strong financial position, we believe that we will continue to be able to effectively access capital markets, as needed. Cash generated from operations is generally allocated to:
| · | working capital investments; |
| · | capital investments in new warehouses, other facilities, systems, other equipment and technology; |
| · | debt repayments; and |
| · | cash dividends. |
Any remaining cash generated from operations may be invested in high-quality, short-term instruments.
We continue to be in a strong financial position based on our balance sheet and operating cash flows. We employ mechanisms to manage working capital, such as optimizing inventory levels and maximizing payment terms with vendors, to maintain our financial position and cash flows.
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
December 27, 2025 and December 28, 2024
Cash Flows
Operating Activities
We generated $1.2 billion in cash flows from operations in fiscal 2025, compared to cash flows from operations of $1.3 billion in fiscal 2024. In fiscal 2025, these amounts included an unfavorable comparison on accrued expenses of $23.1 million and on inventories of $26.8 million, partially offset by a favorable comparison on other assets of $24.1 million and on accounts payable of $21.5 million. Income taxes negatively impacted cash flows by $51.8 million in fiscal 2025, as estimated payments made were higher than in fiscal 2024.
Investing Activities
Our capital expenditures were $137.2 million and $140.6 million in fiscal 2025 and fiscal 2024.
Fiscal 2025 and Fiscal 2024 capital expenditures included:
| · | buildings and building improvements; |
| · | equipment, furniture, and fixtures; |
| · | construction in progress; and |
| · | leasehold improvements. |
Financing Activities
Equity Transactions
Dividends paid in fiscal 2025 were $456.0 million, or $3,231 per share, funded from cash flow from operations as compared to $1.0 billion, or $7,290 per share, in fiscal 2024 partially funded from the proceeds from the issuance of private placement debt and cash flow from operations.
Debt Activity and Borrowing Availability
Our debt activity, including issuances and repayments, and our borrowing availability are described in our Combined Financial Statements and accompanying notes. Our outstanding borrowings at December 27, 2025, and repayment activity since the end of fiscal 2025 are disclosed within those notes.
Our borrowings and activity during fiscal 2025 include:
| · | Repayment of mortgage notes of $103.9 million in fiscal 2025 |
| · | Repayment of shareholder notes of $309.4 million |
| · | Repayment of $197.5 million of Private Placement Notes and equipment financing loan |
Long-term debt totaling $186.9 million will mature in 2026. We expect to fund the repayment of this debt using cash flows from operations.
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses in the accompanying financial statements. Significant accounting policies employed by JRD Unico are presented in the notes to the financial statements.
Critical accounting estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain.
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
December 27, 2025 and December 28, 2024
We believe the following accounting estimates are the most critical in the preparation of our financial statements.
Self-Insurance Reserves
We self-insure for obligations related to certain risks that we retain under our casualty program, which includes general liability and workers’ compensation liability. The accounting estimates related to our self-insurance reserves are critical accounting estimates because changes in our claim experience, our ability to settle claims or other estimates and judgments we use could potentially have a material impact on our results of operations. Our reserves for retained costs associated with our casualty program are estimated through actuarial methods, with the assistance of third-party actuaries, using loss development assumptions based on our claims history. Our casualty program reserves take into account reported claims as well as incurred-but-not-reported losses using loss development factors based upon past experience. In order to determine the loss development factors, we make judgments relating to the nature, frequency, severity, and age of claims, and industry, regulatory and company-specific trends impacting the development of claims. The actual cost to settle our self-insured casualty claim liabilities can differ from our reserve estimates because of a number of uncertainties, including the inherent difficulty in estimating the severity of a claim and the potential amount to defend and settle a claim.
As of December 27, 2025 and December 28, 2024, our self-insurance reserves were $94.6 million and $77.4 million, respectively.
Exhibit 99.5
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
June 27, 2026 and June 28, 2025
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of JRD Unico, Inc.’s (“JRD Unico”) financial condition, results of operations and liquidity and capital resources for the 13 and 26-week periods ended June 27, 2026 and June 28, 2025 should be read as a supplement to our Combined Financial Statements and accompanying notes.
Overview
JRD Unico, Inc., a C-Corporation, through its wholly owned subsidiaries, JRD Holdings LLC (“JRD”) and Jetro Holdings LLC (“JHLLC”), both limited liability companies, (collectively, the “Company”) is engaged primarily in the cash-and-carry distribution of food, restaurant supplies, and related items throughout the United States through its Jetro Cash and Carry (“Jetro”) and Restaurant Depot warehouses. Our wholesale stores sell food and supplies directly to independent restaurants, caterers, and non-profit organizations.
According to S&P Global, the cash-and-carry channel represents approximately 15.0% of the broader U.S. foodservice distribution industry as of the end of 2025.
Warehouses
As of June 27, 2026, we operate 167 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators. The 12 Jetro warehouses (approximately 150,000 square feet each) target independent retail grocery stores, small wholesalers, non-profit organizations and independent restaurants. The 155 Restaurant Depot warehouses (approximately 60,000 square feet each) target the food service industry, including independent restaurants, small wholesalers, non-profit organizations, caterers and delis. Both Jetro and Restaurant Depot warehouses stand as a one-stop shop across a broad assortment of categories including fresh and low-priced products. We serve smaller, independent restaurants and businesses offering differentiated value propositions. Our philosophy is to provide our customers with high-quality goods at competitive prices. Our warehouse locations are within 10 - 15 miles of our customer base and open 7 days per week with hours that cater to the business-only customer. We achieve sales growth, in part, by opening new warehouses. We opened five new traditional Restaurant Depot warehouses in fiscal 2024 and an additional five in fiscal 2025. We also achieve sales growth through increases in comparable warehouse sales. Comparable warehouse sales growth is driven primarily by increases in customer traffic and average spend per customer. Customer traffic increases as we attract new customers and existing customers visit more frequently. As our warehouse base grows, we may experience lower initial operating profitability relative to existing warehouses and there can be some cannibalization of sales at existing warehouses when openings occur in existing markets.
Highlights
Our second quarter of fiscal 2026 results reflected sales growth of 3.7% as compared to second quarter of fiscal 2025. This growth was driven by inflation and volume growth from new warehouses. Gross profit increased 3.6% as compared to the second quarter of fiscal 2025, primarily attributable to effective management of product cost inflation. Operating income increased 5.6% as compared to the second quarter of fiscal 2025 largely due to growth within existing stores, new store openings and lower operating expenses. See below for a comparison of our fiscal 2026 results to our fiscal 2025 results, both including and excluding Certain Items (as defined below).
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
June 27, 2026 and June 28, 2025
Below is a comparison of results from the second quarter of fiscal 2026 to the second quarter of fiscal 2025:
| · | Sales: |
| o | Increased 3.7%, or $153.3 million, to $4.3 billion; |
| · | Operating income: |
| o | Increased 5.6%, or $28.6 million, to $540.9 million; |
| · | Net income: |
| o | Increased 20.6%, or $60.7 million, to $355.6 million; |
Below is a comparison of results from the first 26 weeks of fiscal 2026 to the first 26 weeks of fiscal 2025:
| · | Sales: |
| o | Increased 2.5%, or $197.0 million, to $8.1 billion; |
| · | Operating income: |
| o | Increased 14.0%, or $132.5 million, to $1.1 billion; |
| · | Net income: |
| o | Increased 25.0%, or $141.7 million, to $708.7 million; |
Strategy
Our mission is to be our customers’ one-stop shop for Savings, Selection and Service, 7 Days a Week. We are the leading cash-and-carry wholesaler and low-cost provider of food products, equipment and supplies for independent restaurants, grocers, caterers, small businesses and non-profits in the U.S. We have been supplying independent food businesses with quality products from large cash-and-carry warehouse stores since 1990. We became the leading low-cost alternative to other foodservice suppliers by eliminating the overhead of a traditional distributor, focusing on the needs of independent foodservice operators and offering free membership. Our strategy aims to enhance value for small independent restaurants and the consumers they serve by expanding access to more affordable, fresh food products and delivering more choice and convenience.
Employee Base
At June 27, 2026, we employed approximately 10,200 employees nationwide, including 9,300 full-time employees. In addition, approximately 55% of our employees are represented by unions.
Results of Operations
The following table sets forth the components of our combined results of operations with changes in amounts and changes expressed as a percentage increase or decrease over the comparable period in the prior year:
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
June 27, 2026 and June 28, 2025
| 13-week
period ended June 27, 2026 | 13-week period ended
| Change ($) | % Change | |||||||||||||
| (Dollars in millions) | ||||||||||||||||
| Sales | $ | 4,284.4 | $ | 4,131.1 | $ | 153.3 | 3.7 | % | ||||||||
| Cost of sales | 3,486.8 | 3360.9 | 125.9 | 3.7 | ||||||||||||
| Gross profit | 797.6 | 770.3 | 27.4 | 3.6 | ||||||||||||
| Selling, general and administrative expenses | 256.7 | 258.0 | (1.3 | ) | (0.5 | ) | ||||||||||
| Operating income | 540.9 | 512.3 | 28.6 | 5.6 | ||||||||||||
| Other expense, net | 0.0 | |||||||||||||||
| Interest expense | 40.4 | 79.5 | (39.1 | ) | (49.2 | ) | ||||||||||
| Interest expense - related parties | 17.5 | 21.6 | (4.1 | ) | (19.1 | ) | ||||||||||
| Interest income | (3.4 | ) | (3.3 | ) | (0.1 | ) | 2.8 | |||||||||
| Gain (Loss) on interest rate swaps, net | 0.9 | 7.4 | (6.5 | ) | (87.9 | ) | ||||||||||
| Amortization of deferred financing costs | 0.5 | 0.5 | (0.0 | ) | (7.8 | ) | ||||||||||
| Other income | (3.0 | ) | (2.9 | ) | (0.1 | ) | 3.1 | |||||||||
| Total other expense, net | 53.0 | 102.9 | (49.9 | ) | (48.5 | ) | ||||||||||
| Income before provision for income taxes | 487.9 | 409.4 | 78.6 | 19.2 | ||||||||||||
| Provision for income taxes | 132.4 | 114.5 | 17.9 | 15.6 | ||||||||||||
| Net income | $ | 355.6 | $ | 294.9 | $ | 60.7 | 20.6 | % | ||||||||
| 26-week
period ended June 27, 2026 | 26-week
period ended June 28, 2025 | Change ($) | % Change | |||||||||||||
| (Dollars in millions) | ||||||||||||||||
| Sales | $ | 8,061.7 | $ | 7,864.7 | $ | 197.0 | 2.5 | % | ||||||||
| Cost of sales | 6,542.2 | 6,410.6 | 131.6 | 2.1 | ||||||||||||
| Gross profit | 1,519.5 | 1,454.0 | 65.4 | 4.5 | ||||||||||||
| Selling, general and administrative expenses | 441.8 | 508.8 | (67.0 | ) | (13.2 | ) | ||||||||||
| Operating income | 1,077.7 | 945.2 | 132.5 | 14.0 | ||||||||||||
| Other expense, net | ||||||||||||||||
| Interest expense | 86.2 | 116.4 | (30.2 | ) | (26.0 | ) | ||||||||||
| Interest expense - related parties | 31.9 | 44.0 | (12.1 | ) | (27.6 | ) | ||||||||||
| Interest income | (6.9 | ) | (6.6 | ) | (0.4 | ) | 5.3 | |||||||||
| Gain (Loss) on interest rate swaps, net | (1.6 | ) | 20.7 | (22.2 | ) | (107.5 | ) | |||||||||
| Amortization of deferred financing costs | 1.0 | 1.1 | (0.1 | ) | (7.9 | ) | ||||||||||
| Other income | (5.9 | ) | (5.6 | ) | (0.3 | ) | 5.1 | |||||||||
| Total other expense, net | 104.7 | 170.0 | (65.3 | ) | (38.4 | ) | ||||||||||
| Income before provision for income taxes | 973.0 | 775.2 | 197.8 | 25.5 | ||||||||||||
| Provision for income taxes | 264.3 | 208.2 | 56.1 | 26.9 | ||||||||||||
| Net income | $ | 708.7 | $ | 567.0 | $ | 141.7 | 25.0 | % | ||||||||
The following table sets forth the components of our combined results of operations expressed as a percentage of sales for the periods indicated:
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
June 27, 2026 and June 28, 2025
| 13-week
period ended June 27, 2026 | 13-week
period ended June 28, 2025 | 26-week
period ended June 27, 2026 | 26-week
period ended June 28, 2025 | |||||||||||||
| Sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
| Cost of sales | 81.4 | 81.4 | 81.2 | 81.5 | ||||||||||||
| Gross profit | 18.6 | 18.6 | 18.8 | 18.5 | ||||||||||||
| Selling, general and administrative expenses | 6.0 | 6.2 | 5.5 | 6.5 | ||||||||||||
| Operating income | 12.6 | 12.4 | 13.4 | 12.0 | ||||||||||||
| Other expense, net | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||
| Interest expense | 0.9 | 1.9 | 1.1 | 1.5 | ||||||||||||
| Interest expense - related parties | 0.4 | 0.5 | 0.4 | 0.6 | ||||||||||||
| Interest income | (0.1 | ) | (0.1 | ) | (0.1 | ) | (0.1 | ) | ||||||||
| Gain (Loss) on interest rate swaps, net | 0.0 | 0.2 | (0.0 | ) | 0.3 | |||||||||||
| Amortization of deferred financing costs | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||
| Other income | (0.1 | ) | (0.1 | ) | (0.1 | ) | (0.1 | ) | ||||||||
| Total other expense, net | 1.2 | 2.5 | 1.3 | 2.2 | ||||||||||||
| Income before provision for income taxes | 11.4 | 9.9 | 12.1 | 9.9 | ||||||||||||
| Provision for income taxes | 3.1 | 2.8 | 3.3 | 2.6 | ||||||||||||
| Net income | 8.3 | % | 7.1 | % | 8.8 | % | 7.2 | % | ||||||||
Sales, Cost of sales, and Gross profit
Our sales and gross profit performance are influenced by multiple factors including price, volume, inflation, customer mix and product mix. Total sales increased in the second quarter of fiscal 2026, compared to the second quarter of fiscal 2025, by 3.7%. Inflation for the second quarter of fiscal 2026, compared to the second quarter of fiscal 2025, was 1.9%, primarily from higher inflation in the produce category, partially offset by deflation in perishables. The remaining increase was driven by growth from existing customers and new unit growth which was driven by the opening of three warehouses between the second quarter of fiscal 2026 and the second quarter of fiscal 2025.
Total sales increased in the first 26 weeks of fiscal 2026, compared to the first 26 weeks of fiscal 2025, by 2.5%. Inflation for the first 26 weeks of fiscal 2026, compared to the first 26 weeks of fiscal 2025, was 0.5%, primarily from higher inflation in the produce category, partially offset by deflation in perishables. The remaining increase was driven by growth from existing customers and new unit growth which was driven by the opening of four new warehouses between the first 26 weeks of fiscal 2026 and the first 26 weeks of fiscal 2025.
Total cost of sales increased in the second quarter of fiscal 2026, compared to the second quarter of fiscal 2025, by 3.7%, primarily due to new unit growth and existing customer sales volume growth, as well as product inflation. Total cost of sales increased in the first 26 weeks of fiscal 2026, compared to the first 26 weeks of fiscal 2025, by 2.1%, primarily due to new unit growth and existing customer sales volume growth, as well as product inflation.
We have been successful in managing inflation, resulting in an increase in cost of goods sold that tracks with increased sales and growth in gross profit of 3.6% in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025, and resulting in an increase in gross profit of 4.5% in the first 26 weeks of fiscal 2026 compared to the first 26 weeks of fiscal 2025. Our gross margin rates, as a percentage of sales, were 18.6% in both the second quarter of fiscal 2026 and in the second quarter of fiscal 2025. Our gross margin rates, as a percentage of sales, were 18.8% in the first 26 weeks of fiscal 2026 and 18.5% in the first 26 weeks of fiscal 2025, an increase of 36 basis points. This improvement is primarily a result of disciplined strategic sourcing efforts in an effort to manage product cost inflation.
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
June 27, 2026 and June 28, 2025
Selling, general, and administrative expenses
Total Selling, general, and administrative expenses decreased 0.5% during the second quarter of fiscal 2026, as compared to the second quarter of fiscal 2025. Proceeds from the settlement of various litigation matters resulted in a 3.8% decrease in Selling, general, and administrative expenses, which was offset by increases in credit card charges, transaction expenses, liability insurance, and other items. Selling, general, and administrative expenses, as a percentage of sales, were 6.0% in the second quarter of fiscal 2026 and 6.2% in the second quarter of fiscal 2025.
Total Selling, general, and administrative expenses decreased 13.2% during the first 26 weeks of fiscal 2026, as compared to the first 26 weeks of fiscal 2025. Proceeds from the settlement of various non-recurring litigation matters resulted in a 20.4% decrease in Selling, general, and administrative expenses, which was offset by increases in credit card charges, transaction expenses, liability insurance, and other items. Selling, general, and administrative expenses, as a percentage of sales, were 5.5% in the first 26 weeks of fiscal 2026 and 6.5% in the first 26 weeks of fiscal 2025.
Interest expense and interest income
Interest expense decreased $39.1 million, and interest expense with related parties decreased $4.1 million for the second quarter of fiscal 2026, as compared to the second quarter of fiscal 2025, primarily due to reductions in outstanding debt period over period. Interest income increased $0.1 million for the second quarter of fiscal 2026, as compared to the second quarter of fiscal 2025.
Interest expense decreased $30.2 million, and interest expense with related parties decreased $12.1 million for the first 26 weeks of fiscal 2026, as compared to the first 26 weeks of fiscal 2025, primarily due to reductions in outstanding debt period over period. Interest income increased $0.4 million for the first 26 weeks of fiscal 2026, as compared to the first 26 weeks of fiscal 2025.
Net income
Net income increased 20.6% in the second quarter of fiscal 2026, as compared to the second quarter of fiscal 2025, due primarily to the aforementioned items, as well as a decrease in our effective tax rate for the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025.
Net income increased 25.0% in the first 26 weeks of fiscal 2026, as compared to the first 26 weeks of fiscal 2025, due primarily to the aforementioned items, partially offset by an increase in our effective tax rate for the first 26 weeks of fiscal 2026, as compared to the first 26 weeks of fiscal 2025.
Liquidity and Capital Resources
Highlights
Below are comparisons of the cash flows from the first 26 weeks of fiscal 2026 to the first 26 weeks of fiscal 2025:
| · | cash flows from operations were $858.6 million in the first 26 weeks of fiscal 2026, compared to $655.7 million in the first 26 weeks of fiscal 2025; |
| · | capital expenditures totaled $75.7 million in the first 26 weeks of fiscal 2026, compared to $44.4 million in the first 26 weeks of fiscal 2025; |
| · | dividends paid were $232.3 million in the first 26 weeks of fiscal 2026, and $256.0 million in the first 26 weeks of fiscal 2025; |
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
June 27, 2026 and June 28, 2025
| · | repayments of shareholder notes were $385.8 million in the first 26 weeks of fiscal 2026, and $100.0 million in the first 26 weeks of fiscal 2025; and |
| · | repayment of long-term debt was $58.2 million in the first 26 weeks of fiscal 2026, and $158.2 million in the first 26 weeks of fiscal 2025. |
As of June 27, 2026, there were no borrowings outstanding under our long-term revolving credit facility and the Company had approximately $590.9 million in cash and available liquidity.
Key Sources and Uses of Cash
JRD Unico generates cash through its business operations in the U.S. JRD Unico’s strategic objectives include continuous investment in our business; these investments are funded primarily by cash from operations and, to a lesser extent, external borrowings. Traditionally, our operations have produced significant cash flow and, due to our strong financial position, we believe that we will continue to be able to effectively access capital markets, as needed. Cash generated from operations is generally allocated to:
| · | working capital investments; |
| · | capital investments in new warehouses, other facilities, systems, other equipment and technology; |
| · | debt repayments; and |
| · | cash dividends; |
Any remaining cash generated from operations may be invested in high-quality, short-term instruments.
We continue to be in a strong financial position based on our balance sheet and operating cash flows. We employ mechanisms to manage working capital, such as optimizing inventory levels and maximizing payment terms with vendors, to maintain our financial position and cash flows.
Cash Flows
Operating Activities
We generated $858.6 million in cash flows from operations in the first 26 weeks of fiscal 2026, compared to cash flows from operations of $655.7 million in the first 26 weeks of fiscal 2025. In the first 26 weeks of fiscal 2026, these amounts included a favorable comparison on inventories of $44.7 million and on income taxes payable of $30.1 million, partially offset by unfavorable comparisons in accrued expenses and other long-term liabilities.
Investing Activities
Our capital expenditures were $75.7 million in the first 26 weeks of fiscal 2026 and $44.4 million in the first 26 weeks of fiscal 2025. Our capital expenditures in the first 26 weeks of fiscal 2026 were $31.3 million higher than in the first 26 weeks of fiscal 2025, primarily attributable to non-recurring capital expenditures associated with the construction of a distribution facility that is now operational.
Capital expenditures for the first 26 weeks of fiscal 2026 and the first 26 weeks of fiscal 2025 included:
| · | buildings and building improvements; |
| · | equipment, furniture, and fixtures; |
| · | construction in progress; and |
| · | leasehold improvements. |
JRD Unico, Inc. and Affiliates
Management’s Discussion and Analysis
June 27, 2026 and June 28, 2025
Financing Activities
Equity Transactions
Dividends paid in the first 26 weeks of fiscal 2026 were $232.3 million, or $1,646 per share, as compared to $256.0 million, or $1,814 per share, in the first 26 weeks of fiscal 2025, partially funded from the proceeds from the issuance of private placement debt and cash flow from operations.
Debt Activity and Borrowing Availability
Our debt activity, including issuances and repayments, and our borrowing availability are described in our Combined Financial Statements and accompanying notes. Our outstanding borrowings at June 27, 2026, and repayment activity since the end of fiscal 2025 are disclosed within those notes.
Our borrowings and activity during the first 26 weeks of 2026 include:
| · | Repayment of mortgage notes of $13.8 million in the first 26 weeks of fiscal 2026 |
| · | Repayment of shareholder notes of $385.8 million |
| · | Repayment of $58.2 million of long-term debt |
Long-term debt totaling $186.9 million will mature in fiscal 2026. We expect to fund the repayment of this debt using cash flows from operations.
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses in the accompanying financial statements. Significant accounting policies employed by JRD Unico are presented in the notes to the financial statements.
Critical accounting estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain.
We believe the following accounting estimates are the most critical in the preparation of our financial statements.
Self-Insurance Reserves
We self-insure for obligations related to certain risks that we retain under our casualty program, which includes general liability and workers’ compensation liability. The accounting estimates related to our self-insurance reserves are critical accounting estimates because changes in our claim experience, our ability to settle claims or other estimates and judgments we use could potentially have a material impact on our results of operations. Our reserves for retained costs associated with our casualty program are estimated through actuarial methods, with the assistance of third-party actuaries, using loss development assumptions based on our claims history. Our casualty program reserves take into account reported claims as well as incurred-but-not-reported losses using loss development factors based upon past experience. In order to determine the loss development factors, we make judgments relating to the nature, frequency, severity, and age of claims, and industry, regulatory and company-specific trends impacting the development of claims. The actual cost to settle our self-insured casualty claim liabilities can differ from our reserve estimates because of a number of uncertainties, including the inherent difficulty in estimating the severity of a claim and the potential amount to defend and settle a claim.
As of June 27, 2026, and December 27, 2025, our self-insurance reserves were $91.0 million and $94.6 million, respectively.