Sysco (SYY) plans $1.25B senior notes sale due 2031 and 2036

Rhea-AI Filing Summary

Sysco Corporation entered into an underwriting agreement for the offering and sale of $600 million of 4.400% Senior Notes due 2031 and $650 million of 4.950% Senior Notes due 2036.

The notes are being sold through a syndicate of underwriters led by major investment banks, with closing expected on February 13, 2026, subject to customary conditions. Certain underwriter affiliates are lenders under Sysco’s credit facility, dealers under its commercial paper programs, and the trustee for the notes, and may receive a portion of the net proceeds.

Insights

Debt capital markets analyst

Sysco is issuing $1.25B of new senior notes in two tranches.

Sysco Corporation agreed to sell $600 million of 4.400% Senior Notes due 2031 and $650 million of 4.950% Senior Notes due 2036, totaling $1.25 billion in fixed-rate debt. The transaction is structured through an underwriting agreement with several large investment banks.

The notes are offered under an effective Form S-3 shelf registration and described in a prospectus supplement dated February 10, 2026. Closing is expected on February 13, 2026, subject to customary conditions, which is standard for public bond offerings.

Affiliates of some underwriters are lenders under Sysco’s credit facility, dealers in its commercial paper programs, and trustee for the notes, so they may receive a portion of the net proceeds and ongoing fee income. Actual balance sheet impact and use of proceeds would need to be evaluated from the prospectus or later disclosures.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

SYSCO CORP false 0000096021 0000096021 2026-02-10 2026-02-10

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): February 10, 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)

Registrant’s telephone number, including area code: (281) 584-1390

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):

☐ 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 Events.

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.

Exhibit Number		Description
1.1**		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.
104		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.

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.

Date: February 11, 2026

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

FAQ

What did Sysco (SYY) disclose in this 8-K filing?

Sysco disclosed an underwriting agreement to sell new senior notes. The company is offering $600 million of 4.400% Senior Notes due 2031 and $650 million of 4.950% Senior Notes due 2036, under an existing Form S-3 shelf registration statement and related prospectus supplement.

How large is Sysco’s new senior notes offering and what are the coupons?

Sysco is issuing $1.25 billion of senior notes in total. The offering includes $600 million of 4.400% Senior Notes due 2031 and $650 million of 4.950% Senior Notes due 2036, both sold pursuant to an underwriting agreement with a syndicate of major investment banks.

When is Sysco’s new senior notes offering expected to close?

The notes offering is expected to close on February 13, 2026. Closing is subject to customary conditions specified in the underwriting agreement, including standard representations, warranties, covenants, indemnification rights, and termination provisions between Sysco, subsidiary guarantors, and the underwriters.

Who are the lead underwriters for Sysco’s senior notes offering?

The lead underwriters are several large investment banks. BofA Securities, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC act as representatives of the underwriters listed in the schedules to the underwriting agreement.

How are the underwriters and their affiliates related to Sysco (SYY)?

Certain underwriter affiliates already do business with Sysco. They are lenders under Sysco’s credit facility, dealers under its commercial paper programs, and one affiliate serves as trustee for the notes, so they may receive a portion of the net proceeds and related fees.

Under what registration statement are Sysco’s new notes being offered?

The notes are offered under Sysco’s Form S-3 shelf registration. Specifically, they are being sold pursuant to Registration No. 333-281830 and are described in a prospectus supplement dated February 10, 2026, which sets the detailed terms of the senior notes.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1 EX-1 193.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB