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Sysco (NYSE: SYY) subsidiary files Form S-4 for planned merger stock issuance

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sysco Corporation reported that its wholly owned subsidiary, New Slider Holdco, Inc., filed a registration statement on Form S-4 with the SEC. This Form S-4 relates to a previously announced Agreement and Plan of Merger involving JRD Unico, Inc., Warehouse Realty, LLC, Sysco, New Slider HoldCo, several merger subsidiaries and a holder representative.

The Form S-4 includes a preliminary prospectus for New Slider HoldCo common stock, par value $1.00 per share, to be issued to Sysco shareholders in connection with the merger transactions. The registration statement has not yet been declared effective, and the company emphasizes that investors should carefully read the prospectus and related documents once available, noting that this communication is not an offer to sell or solicit the purchase of any securities.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
registration statement on Form S-4 regulatory
"filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
preliminary prospectus financial
"The Form S-4 included a preliminary prospectus of New Slider HoldCo, Inc."
A preliminary prospectus is an early draft of the official document a company files when planning to sell shares to the public; it outlines the business, risks, how the offering will work and estimated terms but omits final price and some details. Investors use it to evaluate the opportunity and risks—like reading a menu draft before a restaurant opens—because it signals intent, reveals important red flags, and helps assess whether the eventual offering fits their investment goals.
Agreement and Plan of Merger regulatory
"in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 30, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
par value $1.00 per share financial
"common stock of New Slider HoldCo, par value $1.00 per share, to be issued"
prospectus financial
"a registration statement on Form S-4 that will include a definitive prospectus of New Slider Holdco, Inc."
A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.
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Learn about SEC filing dates
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

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

 

 

Sysco Corporation

(Exact name of registrant as specified in its charter)

 

 

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

 

1390 Enclave Parkway, Houston, TX 77077-2099

(Address of principal executive offices) (Zip Code)

 

(281) 584-1390

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company  ¨

 

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

 

 

 

 

 

 

Item 8.01.Other Items.

 

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

 

 

IMPORTANT INFORMATION REGARDING THE TRANSACTION AND WHERE TO FIND IT

 

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

 

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

 

NO OFFER OR SOLICITATION

 

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

 

 

 

 

 

 

SIGNATURES

 

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

 

Dated: July 1, 2026

 

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

 

 

 

 

 

 

 

 

FAQ

What did Sysco (SYY) announce regarding New Slider Holdco?

Sysco disclosed that its wholly owned subsidiary, New Slider Holdco, Inc., filed a registration statement on Form S-4 with the SEC. This filing supports the planned merger transactions outlined in the existing Agreement and Plan of Merger involving multiple related entities.

Has the Sysco (SYY) Form S-4 become effective with the SEC?

No. Sysco states that the Form S-4 has not yet been declared effective by the SEC. Effectiveness is required before the prospectus can be used to complete the securities offering tied to the merger transactions.

Where can Sysco (SYY) investors access the merger prospectus?

Investors will be able to obtain free copies of the prospectus and related documents through the SEC’s website at www.sec.gov. Sysco will also provide copies under the “Investors” section of its own website once filed and available.

Is this Sysco (SYY) disclosure an offer to sell securities?

No. Sysco explains that this communication is not an offer to sell or solicit an offer to buy any securities. Any offer will be made only by a prospectus that meets Section 10 of the Securities Act and complies with applicable jurisdictional laws.

Filing Exhibits & Attachments

3 documents