On February 10, 2026, with respect to the offering and sale of $600 million aggregate principal amount of its 4.400% Senior Notes due 2031 (the “2031 Notes”) and $650 million aggregate principal amount of its 4.950% Senior Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”), Sysco Corporation (“Sysco”) and certain subsidiary guarantors entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule II thereto (the “Underwriters”).
The offering of the Notes is expected to close on February 13, 2026, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements of Sysco, and customary conditions to closing, indemnification rights and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.
The representations and warranties set forth in the Underwriting Agreement were made solely for the benefit of the parties to the Underwriting Agreement and (i) should not be treated as categorical statements of fact, but rather as a means of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the Underwriting Agreement in accordance with its terms, (iii) may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws and (iv) were made only as of the dates specified in the Underwriting Agreement.
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Affiliates of certain of the Underwriters are lenders under Sysco’s credit facility. The Underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to Sysco and its affiliates, for which they received or will receive customary fees and expenses. Affiliates of certain of the Underwriters are dealers under Sysco’s commercial paper programs and may hold commercial paper notes thereunder. Accordingly, they may receive a portion of the net proceeds from this offering. Additionally, U.S. Bank Trust Company, National Association, an affiliate of one of the Underwriters, is trustee for the Notes.
The Notes are being offered and sold under a Registration Statement on Form S-3 (Registration No. 333-281830) and are described in a Prospectus Supplement dated February 10, 2026.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
Number |
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Description |
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| 1.1** |
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Underwriting Agreement, dated as of February 10, 2026, by and among Sysco Corporation, the Guarantors listed on Schedule I thereto, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule II thereto. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| ** |
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished to the SEC or its staff upon request. |
