Sysco (NYSE: SYY) to acquire Jetro Restaurant Depot in $29.1B cash-and-stock deal
Rhea-AI Filing Summary
Sysco Corporation plans a transformative acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, collectively Jetro Restaurant Depot, in a transaction valued at approximately $29.1 billion. Jetro shareholders will receive $21.6 billion in cash and 91.5 million Sysco shares, implying about 14.6x Jetro’s 2025 operating income.
Jetro, a leading U.S. Cash & Carry wholesaler, generated roughly $16 billion revenue, $2.1 billion EBITDA and $1.9 billion free cash flow in 2025. Sysco will fund the cash portion mainly with $21 billion of new and hybrid debt, targeting leverage of about 4.5x at closing and de‑leveraging by at least 1.0x within 24 months. The deal, expected to close by the third quarter of fiscal 2027 subject to regulatory approvals, is projected to be immediately accretive to margins, earnings per share and free cash flow, supported by $250 million of annualized net cost synergies within three years. Jetro will operate as a standalone segment, its leadership will remain in place, and two of its directors will join Sysco’s board. Sysco is pausing share repurchases but maintaining its dividend and reaffirming fiscal 2026 guidance for 3%–5% sales growth and adjusted EPS at the high end of $4.50–$4.60, including expected third‑quarter adjusted EPS of about $0.94 with U.S. local case growth above 3.0%.
Positive
- Sysco is acquiring Jetro Restaurant Depot in a roughly $29.1 billion transaction that adds a fast-growing, higher-margin Cash & Carry business with about $16 billion in 2025 revenue and strong free cash flow.
- The deal is expected to be immediately accretive to margins, EPS and free cash flow, supported by targeted $250 million in annualized net cost synergies within three years of closing.
- Sysco reaffirms its fiscal 2026 outlook for 3%–5% sales growth and adjusted EPS at the high end of $4.50–$4.60, and highlights U.S. local volume growth of over 3.0% in Q3 2026.
Negative
- Sysco will fund about $21 billion of the purchase price with new and hybrid debt, increasing leverage to roughly 4.5x at closing and requiring at least 1.0x de-leveraging in the first 24 months.
- To prioritize balance sheet strength after the acquisition, Sysco is pausing its share repurchase program, limiting near-term capital returns to shareholders to the current dividend.
Insights
Sysco pursues a large, higher-margin acquisition but accepts higher leverage and paused buybacks.
Sysco is acquiring Jetro Restaurant Depot for about $29.1 billion, adding a fast-growing Cash & Carry business with roughly $16 billion revenue and strong free cash flow. Management expects the deal to be immediately accretive to margins, EPS and free cash flow, supported by $250 million in annualized cost synergies within three years.
The consideration mix of $21.6 billion cash and 91.5 million shares means Jetro holders will own about 16% of Sysco. Sysco plans to fund $21 billion with new and hybrid debt, pushing leverage to roughly 4.5x before targeting at least 1.0x de‑leveraging in the first 24 months post‑close. This adds execution and balance sheet risk, though the company intends to preserve its current credit ratings.
Strategically, Sysco gains leadership in the Cash & Carry channel and plans over 125 new Jetro locations over time, while Jetro continues as a standalone segment. Sysco is pausing share repurchases but keeping its dividend and reaffirming fiscal 2026 guidance of 3%–5% sales growth and adjusted EPS at the high end of $4.50–$4.60. Actual value creation will depend on regulatory approvals, integration, and realizing the targeted synergies.
8-K Event Classification
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| Item 2.02 | Results of Operations and Financial Condition. |
The Press Release (as defined below) described in Item 7.01 below included certain information regarding Sysco Corporation’s (“Sysco”) results of operations for its third quarter of fiscal 2026, which ended on March 28, 2026. On March 30, 2026, Sysco provided supplemental information regarding the transactions described in Item 7.01 below in a presentation to analysts and investors, which also included certain information regarding Sysco’s results of operations for its third quarter of fiscal 2026 and for its fiscal 2026, which is ending on June 27, 2026 (the “Investor Presentation”). Sysco hereby incorporates by reference herein the information set forth in the Press Release, a copy of which is attached hereto as Exhibit 99.1 and in the Investor Presentation, a copy of which is attached hereto as Exhibit 99.2.
The information in this Item 2.02 is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in Item 2.02 of this report, including the Press Release attached hereto as Exhibit 99.1 and the Investor Presentation attached hereto as Exhibit 99.2, will not be incorporated by reference into any registration statement filed by Sysco under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 30, 2026, Sysco announced it has agreed to acquire JRD Unico, Inc., and Warehouse Realty, LLC (together, also known as “Jetro Restaurant Depot”). A copy of the joint press release (the “Press Release”) is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Joint Press Release, dated March 30, 2026 | |
| 99.2 | Investor Presentation, dated March 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expects,” “believes,” “anticipates,” “forecasts,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are not historical facts. They are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Sysco and its consolidated subsidiaries. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the expected timing and completion of the proposed transaction, the anticipated benefits of the proposed transaction (including synergies), and plans and expectations for the combined company, including regarding its results of operations and financial conditions, leadership composition, share repurchases, dividend level, credit ratings and leverage ratio, as well as statements regarding Sysco’s future financial performance and results, including its expectations regarding its future growth, including growth in sales and earnings per share, and
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other statements that are not historical facts. All such forward-looking statements are not a guarantee of future performance and are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the parties, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the right of either or both parties to terminate the merger agreement; the risk that regulatory approvals may not be obtained or other closing conditions may not be satisfied in a timely manner or at all, as well as the risk that regulatory approvals are obtained subject to conditions that are not anticipated; the risk of other delays in closing the transaction; the possibility that any of the anticipated benefits and projected synergies of the transaction will not be realized or will not be realized within the expected time period; unforeseen or unknown liabilities; Sysco’s ability to raise debt on favorable terms or at all; risks related to business disruptions from the proposed transaction that may harm the business or current plans and operations of either or both parties, including disruption of management time from ongoing business operations; credit ratings decline of the combined company following the proposed transaction; the outcome of any legal proceedings that may be instituted against New Slider Holdco, Inc., Sysco or their directors; risks related to difficulties, inabilities or delays in integrating the parties’ businesses; the risk that the proposed transaction and its announcement could have an adverse effect on the market price of the common stock of Sysco; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of either or both parties to retain and hire key personnel or maintain business, contractual or operational relationships, on the parties’ operating results and businesses generally; certain restrictions during the pendency of the transaction that may impact Sysco’s and Jetro Restaurant Depot’s ability to pursue certain business opportunities or strategic transactions; and the effects of industry, market, economic, political or regulatory conditions outside of the parties’ control, as well as the impact of geopolitical, economic and market conditions and developments, including changes in global trade policies and tariffs; risks related to Sysco’s business initiatives; periods of significant or prolonged inflation or deflation and their impact on Sysco’s product costs and profitability generally; risks related to Sysco’s efforts to implement its transformation initiatives and meet its other long-term strategic objectives; risk of interruption of supplies and increase in product costs; risks related to changes in consumer eating habits; and the impact of natural disasters or adverse weather conditions, public health crises, adverse publicity or lack of confidence in Sysco’s products, and product liability claims. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in these forward-looking statements. Therefore, you should not place undue reliance on any of the forward-looking statements contained herein. For more information on these risks and other concerning factors that could cause actual results to differ from those expressed or forecasted, see Sysco’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission (the “SEC”). Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.
IMPORTANT INFORMATION REGARDING THE TRANSACTION AND WHERE TO FIND IT
In connection with the proposed transaction, Sysco may cause New Slider Holdco, Inc. to file with the SEC a registration statement on Form S-4 that will include a prospectus of New Slider Holdco, Inc. (the “prospectus”). After the registration statement has been declared effective, Sysco will mail the prospectus to its stockholders. 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.
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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.
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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.
| Sysco Corporation | |||
| Date: March 30, 2026 | By: | /s/ Andrew Wurdack | |
| Andrew Wurdack | |||
| Vice President, Securities and Corporate Governance & Assistant Secretary | |||
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EXHIBIT 99.1
Sysco to Acquire Jetro Restaurant Depot to Expand into Higher-Margin, Growing, and Resilient Cash & Carry Channel
Transaction Combines Two Complementary Food-Away-From-Home Industry Leaders to Create Preeminent U.S. Multi-Channel Foodservice Distribution Platform
Transaction Expected to be Immediately Accretive to Margins, EPS, and Free Cash Flow and Deliver Synergies
Cash & Carry is a Large, Growing, Attractive, and Complementary Channel Serving Smaller Independent Foodservice Customers
Combined Company Will Be More Profitable and Return More Value to Shareholders
Combined Company to Enhance Value for Small Businesses and the Consumers They Serve by Expanding Access to More Affordable Products and Delivering More Choice and Convenience
Jetro Restaurant Depot to Operate as a Standalone Business Segment Within Sysco
Sysco Reaffirms Full Year 2026 Guidance; Q3 2026 USFS Local Volume Growth of Over 3.0%
Sysco to Host Investor Conference Call Today at 8:00 a.m. Eastern Standard Time
HOUSTON, TEXAS and WHITESTONE, NEW YORK, March 30, 2026 – Sysco (NYSE: SYY) (“Sysco” or the “Company”) and Jetro Restaurant Depot, the nation’s premier Cash & Carry food wholesaler, jointly announced today that they have entered into a definitive agreement under which Sysco will acquire Jetro Restaurant Depot in a transformative transaction that allows Sysco to enter the high-margin, growing, and resilient Cash & Carry channel. Under the terms of the agreement, Jetro Restaurant Depot shareholders will receive $21.6 billion in cash proceeds and 91.5 million Sysco shares. Based on Sysco’s closing share price of $81.80 as of March 27, 2026, this represents a total enterprise value of approximately $29.1 billion, or 14.6x Jetro Restaurant Depot’s Operating Income.1
Jetro Restaurant Depot is a leading U.S. wholesale Cash & Carry foodservice provider serving smaller, independent restaurants and businesses seeking high-quality food at low prices. Jetro Restaurant Depot’s customer group is complementary to Sysco’s higher-volume customers seeking delivery and white glove service. A purpose-built one-stop-shop model for chefs and restaurant owners, Jetro Restaurant Depot operates 166 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators with a broad assortment of fresh and low-priced products. For calendar year 2025, Jetro Restaurant Depot generated approximately $16 billion in revenue, approximately $2.1 billion in EBITDA, and approximately $1.9 billion in free cash flow, and has maintained a 30-year track record of EBITDA growth.
The Cash & Carry channel is a $60-70 billion addressable market2 and is the primary source of supply for many smaller independent restaurants and foodservice operators, providing them everyday low prices, seven days a week, with on-demand access to a full selection of fresh, ambient, and frozen foodservice products, and a convenient in-store shopping experience. Cash & Carry is a growing channel that benefits across economic cycles.
“We’re thrilled to combine two industry leaders to create a preeminent multi-channel foodservice distribution platform,” said Kevin Hourican, Chair of the Board and Chief Executive Officer of Sysco. “Together, Sysco and Jetro Restaurant Depot will 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. Jetro Restaurant Depot will benefit from access to Sysco’s best-in-class
| 1 | Based on calendar year 2025. |
| 2 | Third party consultant market study. |
foodservice supply chain and logistics capabilities and Sysco will benefit from new ways to serve local customers. The combined company will have increased purchasing efficiencies, enabling lower prices for more customers. Even more importantly, we see a long runway of opening new Jetro Restaurant Depot warehouses, bringing the industry leader in affordability to hundreds of new communities and creating thousands of new jobs. This will allow us to create significant value for our company, our customers, and our shareholders.”
Hourican continued, “Jetro Restaurant Depot is a best-in-class operator with a differentiated value proposition that is highly complementary and synergistic with Sysco. We have high conviction in Jetro Restaurant Depot’s proven model and talented leadership team and look forward to partnering with them to better serve local businesses and restaurants across the country. We are also pleased that Sysco is on track to deliver our 2026 guidance and build on our steady business momentum, including through local performance where we expect to deliver over 3% of local case growth in Q3 2026. I am excited to work with Richard and the talented team at Jetro Restaurant Depot to profitably grow the business.”
“Today’s announcement is an exciting moment for Jetro Restaurant Depot and a clear recognition of the strength of our business model, and the teams who have built it over the past 50 years,” said Stanley Fleishman, Executive Chairman of Jetro Restaurant Depot. “From the start, our focus has been simple and straightforward, in line with the vision of our founder, Nathan Kirsh: to support independent shopkeepers, restaurant owners, and people running independent food businesses who depend on one-stop food service shopping at low prices seven, days a week. Sysco is the best possible partner for our next chapter because they share our growth mindset and bring the systems and national and international supply logistic capabilities to help us grow across the U.S. and beyond. We are extremely excited to be able to offer our full range of low-cost, high-quality, dry and perishable foodservice products to more customers in more markets. We look forward to increasing opportunities for our team, all while staying focused on supporting independent foodservice businesses and the families who run them. Additionally, I look forward to joining Sysco’s Board and have tremendous confidence in the long-term growth potential of the combined company.”
Compelling Strategic and Financial Benefits
| · | Attractive Pro Forma Financial Profile: The combined company generated 2025 annual net revenues of nearly $100 billion, approximately $6.4 billion of adjusted EBITDA, and $5.5 billion of free cash flow, increasing Sysco’s revenue by approximately 20%, EBITDA by approximately 45%, and free cash flow by approximately 55%. |
| · | Immediately Accretive: Sysco expects the transaction to be mid to high single-digit accretive to earnings per share in the first year following close, and low to mid-teens accretive in the second year following close. Sysco is committed to maintaining a strong balance sheet, its current investment grade credit ratings, and its dividend, with significant financial flexibility to continue to invest for future growth. |
| · | Long-Term Growth Runway and Job Creation: Leveraging Sysco’s expansive supply chain footprint across the U.S., Sysco has high confidence in the opportunity to open 125+ new Jetro Restaurant Depot locations in key markets across the country over at least the next two decades. These new stores will provide customers more affordable food options while creating a stable source of retail jobs in these communities. |
| · | Better Together Synergies: Through targeted collaboration that is minimally disruptive to the core Jetro Restaurant Depot and Sysco businesses, the combination is expected to realize approximately $250 million in annualized net cost synergies within the first three years following closing and represent approximately 12.5% of Jetro Restaurant Depot’s Operating Income. These synergies will be realized primarily via savings on product procurement and inbound supply chain optimization. Over the medium-term, the combined company sees opportunity to win additional customers in both businesses through access to an expanded assortment and improved sales and service. That longer-term value would be accretive to these defined synergies. |
| · | Extends Sysco into the High-Margin, Growing, and Resilient Cash & Carry Segment: By adding Jetro Restaurant Depot’s national network of 166 Cash & Carry warehouse locations in 35 states, Sysco will enter this attractive industry segment, broaden its customer base of small independent restaurants and food businesses, and improve its ability to serve local customers. |
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Combination to Deliver More Value, Choice, and Convenience to Customers and Communities
| · | More Value: By opening 125+ new Jetro Restaurant Depot warehouses, in part by utilizing Sysco’s supply chain, the combination will bring affordable restaurant and food supplies to more customers and communities nationwide. |
| · | Broader Choice: Customers will benefit from a broader combined product assortment across the Sysco and Jetro Restaurant Depot catalogs, spanning food & restaurant supplies and various specialty offerings, as well as multiple price tiers from value to premium. |
| · | Improved Service and Increased Convenience: Jetro Restaurant Depot customers will benefit from Sysco’s best-in-class foodservice supply chain and logistics capabilities, while Sysco customers will benefit from the same-day shopping offered by Jetro Restaurant Depot’s brick & mortar locations. Together, customers will have access to more fulfillment options to choose from that meet their evolving needs. |
“It has been a privilege to partner with Jetro Restaurant Depot for more than two decades on a remarkable journey of growth. This transformative transaction represents a compelling opportunity that we believe will unlock meaningful long-term value for the combined company. As Sysco shareholders, we have full confidence in the combined company’s future and look forward to participating in this next chapter,” said Jonathan Sokoloff, Managing Partner of Leonard Green & Partners, L.P.”
Leadership, Governance, and Headquarters
Upon closing of the transaction, Jetro Restaurant Depot will operate as a standalone business segment within Sysco, maintaining its strong operating model. Jetro Restaurant Depot’s leadership team is expected to remain in place under Richard Kirschner, who will report to Hourican. Jetro Restaurant Depot will maintain its headquarters in Whitestone, New York, ensuring continuity for employees, customers, and partners. In addition, two of Jetro Restaurant Depot’s current directors, Sir Bradley Fried and Stanley Fleishman, will join the Sysco Board of Directors as the companies move forward together. The companies do not anticipate workforce reductions as a result of the transaction.
Transaction Details
The transaction is valued at $29.1 billion. The total consideration represents an acquisition multiple of approximately 14.6x Jetro Restaurant Depot’s Operating Income or 13.0x including expected synergies.
Sysco plans to fund the cash portion of the transaction with $21 billion of new debt and hybrid debt, and $1 billion of cash on hand, equity, or equity-linked securities. Upon closing, Sysco will issue approximately 19.1% of its outstanding shares to Jetro Restaurant Depot shareholders, who are expected to own approximately 16% of Sysco’s outstanding common stock.
Sysco remains committed to maintaining a strong balance sheet and its current credit ratings. As a result, Sysco is pausing its share repurchase program to prioritize rapid de-leveraging following the acquisition and intends to reduce net leverage by at least 1.0x in the first 24 months post-close. Sysco intends to resume its share repurchase program after making significant progress towards de-leveraging. Sysco remains committed to its long-term net leverage target of approximately 2.75x and to maintaining its current dividend amount and its Dividend Aristocrat status.
The transaction has also been unanimously approved by the Board of Directors of Sysco and the Board of Directors of Jetro Restaurant Depot. The transaction is expected to close by the third quarter of Sysco’s fiscal 2027, subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals.
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Sysco Reaffirms Full Year 2026 Guidance
The Company remains confident in its current momentum and ability to deliver on its previously issued guidance in a dynamic operating environment. For fiscal 2026, Sysco is reiterating its outlook for sales growth of 3% to 5% and adjusted EPS to be at the high end of $4.50 to $4.60. Specific to the third quarter 2026, Sysco remains confident in the previously announced consensus outlook for adjusted EPS of approximately $0.94, including USFS local case growth of over 3.0% compared to the prior year, at least 50 bps greater than previously communicated. The 3.0% local growth is 180 bps stronger than our Q2 performance, demonstrating strong momentum in our business.
Sysco is expected to release third quarter fiscal year 2026 full results on Tuesday, April 28, 2026.
Conference Call & Webcast
Sysco will host a conference call and audio webcast today at 8:00 a.m. ET to discuss the transaction.
A live webcast of the call, accompanying slide presentation and a copy of this news release will be available online at investors.sysco.com.
Advisors
Goldman Sachs & Co. LLC and TD Securities are serving as financial advisors to Sysco, with Paul,
Weiss, Rifkind, Wharton & Garrison LLP serving as legal counsel and Jones Day serving as regulatory counsel. Edelman Smithfield is serving as strategic communications advisor to Sysco. Evercore is serving as exclusive financial advisor to Jetro Restaurant Depot, with Wachtell, Lipton, Rosen & Katz serving as lead legal counsel and Macfarlanes LLP providing U.K. legal counsel. J.P. Morgan Securities LLC acted as financial advisor to the major shareholders of Jetro Restaurant Depot, including Leonard Green & Partners, L.P. Latham & Watkins LLP is serving as legal counsel to Leonard Green & Partners, L.P. Foxcroft Strategy Group LLC is serving as strategic communications advisor to Jetro Restaurant Depot.
About Sysco
Sysco is the global leader in selling, marketing and distributing food and related products to customers who prepare meals away from home. This includes restaurants, healthcare and educational facilities, lodging establishments, entertainment venues, and more. Sysco operates 337 distribution centers, in 10 countries, with 75,000 colleagues serving approximately 730,000 customer locations. The company generated sales of more than $81 billion in fiscal year 2025 that ended June 28, 2025.
As the world’s largest food-away-from-home distributor, Sysco offers customized supply chain solutions, bespoke specialty product offerings, and culinary support to drive customers to innovate and optimize their operations. We act as a trusted business partner to our customers, helping them grow through our industry-leading portfolio that includes fresh produce, premium proteins, specialty products, sustainably focused items, equipment and supplies, and innovative culinary solutions.
For more information, visit https://www.sysco.com/. For important news and key information for Sysco investors, visit the Investor Relations section of the company’s website at investors.sysco.com.
About Jetro Restaurant Depot
Founded in 1976 by Nathan “Natie” Kirsh, Jetro Restaurant Depot owns and operates Jetro Cash & Carry and Restaurant Depot, the largest cash-and-carry wholesaler serving restaurants and grocery retailers in the United States. The company operates 166 warehouses across 35 states. Jetro Restaurant Depot serves independent foodservice operators offering savings, selection and service, seven days a week.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expects,” “believes,” “anticipates,” “forecasts,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are not historical facts. They are made based on management’s
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current expectations and beliefs concerning future developments and their potential effects upon Sysco and its consolidated subsidiaries. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the expected timing and completion of the proposed transaction, the anticipated benefits of the proposed transaction (including synergies), and plans and expectations for the combined company, including regarding its results of operations and financial conditions, leadership composition, share repurchases, dividend level, credit ratings and leverage ratio, as well as statements regarding Sysco’s future financial performance and results, including its expectations regarding its future growth, including growth in sales and earnings per share, and other statements that are not historical facts. All such forward-looking statements are not a guarantee of future performance and are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the parties, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the right of either or both parties to terminate the merger agreement; the risk that regulatory approvals may not be obtained or other closing conditions may not be satisfied in a timely manner or at all, as well as the risk that regulatory approvals are obtained subject to conditions that are not anticipated; the risk of other delays in closing the transaction; the possibility that any of the anticipated benefits and projected synergies of the transaction will not be realized or will not be realized within the expected time period; unforeseen or unknown liabilities; Sysco’s ability to raise debt on favorable terms or at all; risks related to business disruptions from the proposed transaction that may harm the business or current plans and operations of either or both parties, including disruption of management time from ongoing business operations; credit ratings decline of the combined company following the proposed transaction; the outcome of any legal proceedings that may be instituted against New Slider Holdco, Inc., Sysco or their directors; risks related to difficulties, inabilities or delays in integrating the parties’ businesses; the risk that the proposed transaction and its announcement could have an adverse effect on the market price of the common stock of Sysco; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of either or both parties to retain and hire key personnel or maintain business, contractual or operational relationships, on the parties’ operating results and businesses generally; certain restrictions during the pendency of the transaction that may impact Sysco’s and Jetro Restaurant Depot’s ability to pursue certain business opportunities or strategic transactions; and the effects of industry, market, economic, political or regulatory conditions outside of the parties’ control, as well as the impact of geopolitical, economic and market conditions and developments, including changes in global trade policies and tariffs; risks related to Sysco’s business initiatives; periods of significant or prolonged inflation or deflation and their impact on Sysco’s product costs and profitability generally; risks related to Sysco’s efforts to implement its transformation initiatives and meet its other long-term strategic objectives; risk of interruption of supplies and increase in product costs; risks related to changes in consumer eating habits; and the impact of natural disasters or adverse weather conditions, public health crises, adverse publicity or lack of confidence in Sysco’s products, and product liability claims. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in these forward-looking statements. Therefore, you should not place undue reliance on any of the forward-looking statements contained herein. For more information on these risks and other concerning factors that could cause actual results to differ from those expressed or forecasted, see Sysco’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission (the “SEC”). Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.
This communication includes certain measures which are not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), such as EBITDA, Adjusted EBITDA and Free Cash Flow that Sysco believes provide important perspective with respect to underlying business trends. Non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Non-GAAP measures provide meaningful supplemental information to both management and investors that (1) are indicative of the performance of the company’s underlying operations and (2)
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facilitate comparisons on a year-over-year basis. Non-GAAP measures should not be considered in isolation or as an alternative to GAAP measures, and should be considered only as a supplement to, and not as superior to, GAAP measures. The reasons for which management relies on non-GAAP measures, their definitions and reconciliations of historical non-GAAP financial measures to the nearest corresponding GAAP financial measure are included under the “Investors” section of Sysco’s website located at investors.sysco.com.
Projected adjusted earnings per share is a non-GAAP financial measure; however, Sysco cannot predict with certainty the magnitude or scope of certain items that would be included in the most directly comparable GAAP measure for the relevant future periods, and such items may be significant. Due to these uncertainties, Sysco cannot provide a quantitative reconciliation of Projected Adjusted EPS to the most directly comparable GAAP financial measure without unreasonable effort.
IMPORTANT INFORMATION REGARDING THE TRANSACTION AND WHERE TO FIND IT
In connection with the proposed transaction, Sysco may cause New Slider Holdco, Inc. to file with the SEC a registration statement on Form S-4 that will include a prospectus of New Slider Holdco, Inc. (the “prospectus”). After the registration statement has been declared effective, Sysco will mail the prospectus to its stockholders. 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 communication 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.
Contacts
Sysco Investor Contact:
Kevin Kim
kevin.kim@sysco.com
T 281-584-1219
Sysco Media Contacts:
Matt Stewart
matt.stewart@sysco.com
T 281-584-1390
And,
Edelman Smithfield
SyscoMedia@edelmansmithfield.com
Jetro Restaurant Depot Media Contact:
Foxcroft Strategy Group
Hilary@foxcroftstrategy.com
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EXHIBIT 99.2
March 30, 2026 Sysco to Acquire Restaurant Depot to Expand into High - Margin, Growing and Resilient Cash & Carry Channel
2 2 FORWARD - LOOKING STATEMENTS This communication contains “forward - looking statements” within the meaning of the federal securities laws, including Section 27 A of the Securities Act of 1933 , as amended (the “Securities Act”) and Section 21 E of the Securities Exchange Act of 1934 , as amended . Words such as “expects,” “believes,” “anticipates,” “forecasts,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward - looking statements . Forward - looking statements are not historical facts . They are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Sysco and its consolidated subsidiaries . Forward - looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the expected timing and completion of the proposed transaction, the anticipated benefits of the proposed transaction (including synergies), and plans and expectations for the combined company, including regarding its results of operations and financial conditions, leadership composition, share repurchases, dividend level, credit ratings and leverage ratio, as well as statements regarding Sysco’s future financial performance and results, including its expectations regarding its future growth, including growth in sales and earnings per share, and other statements that are not historical facts . All such forward - looking statements are not a guarantee of future performance and are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the parties, that could cause actual results to differ materially from those expressed in such forward - looking statements . Key factors that could cause actual results to differ materially include, but are not limited to : the occurrence of any event, change or other circumstances that could give rise to the right of either or both parties to terminate the merger agreement ; the risk that regulatory approvals may not be obtained or other closing conditions may not be satisfied in a timely manner or at all, as well as the risk that regulatory approvals are obtained subject to conditions that are not anticipated ; the risk of other delays in closing the transaction ; the possibility that any of the anticipated benefits and projected synergies of the transaction will not be realized or will not be realized within the expected time period ; unforeseen or unknown liabilities ; Sysco’s ability to raise debt on favorable terms or at all ; risks related to business disruptions from the proposed transaction that may harm the business or current plans and operations of either or both parties, including disruption of management time from ongoing business operations ; credit ratings decline of the combined company following the proposed transaction ; the outcome of any legal proceedings that may be instituted against New Slider Holdco, Inc . , Sysco or their directors ; risks related to difficulties, inabilities or delays in integrating the parties’ businesses ; the risk that the proposed transaction and its announcement could have an adverse effect on the market price of the common stock of Sysco ; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of either or both parties to retain and hire key personnel or maintain business, contractual or operational relationships, on the parties’ operating results and businesses generally ; certain restrictions during the pendency of the transaction that may impact Sysco’s and Restaurant Depot’s ability to pursue certain business opportunities or strategic transactions ; and the effects of industry, market, economic, political or regulatory conditions outside of the parties’ control, as well as the impact of geopolitical, economic and market conditions and developments, including changes in global trade policies and tariffs ; risks related to Sysco’s business initiatives ; periods of significant or prolonged inflation or deflation and their impact on Sysco’s product costs and profitability generally ; risks related to Sysco’s efforts to implement its transformation initiatives and meet its other long - term strategic objectives ; risk of interruption of supplies and increase in product costs ; risks related to changes in consumer eating habits ; and the impact of natural disasters or adverse weather conditions, public health crises, adverse publicity or lack of confidence in Sysco’s products, and product liability claims . Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in these forward - looking statements . Therefore, you should not place undue reliance on any of the forward - looking statements contained herein . For more information on these risks and other concerning factors that could cause actual results to differ from those expressed or forecasted, see Sysco’s Annual Reports on Form 10 - K, Quarterly Reports on Form 10 - Q, and other filings with the U . S . Securities and Exchange Commission (the “SEC”) . Any forward - looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward - looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law . This communication includes certain measures which are not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), such as EBITDA, Adjusted EBITDA, Free Cash Flow, Free Cash Flow Conversion, capital expenditure, Adjusted Operating Income, Adjusted Operating Expenses, Adjusted Operating Margin and Adjusted Earnings per Share that Sysco and Restaurant Depot, as applicable, believe provide important perspective with respect to underlying business trends . Non - GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results . Non - GAAP measures provide meaningful supplemental information to both management and investors that ( 1 ) are indicative of the performance of the company’s underlying operations and ( 2 ) facilitate comparisons on a year - over - year basis . Non - GAAP measures should not be considered in isolation or as an alternative to GAAP measures, and should be considered only as a supplement to, and not as superior to, GAAP measures . The reasons for which management relies on non - GAAP measures, their definitions and reconciliations of historical non - GAAP financial measures to the nearest corresponding GAAP financial measure are included in the Appendix . IMPORTANT INFORMATION REGARDING THE TRANSACTION AND WHERE TO FIND IT In connection with the proposed transaction, Sysco may cause New Slider Holdco, Inc . to file with the SEC a registration statement on Form S - 4 that will include a prospectus of New Slider Holdco, Inc . (the “prospectus”) . After the registration statement has been declared effective, Sysco will mail the prospectus to its stockholders . 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 communication 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 .
Brandon Sewell INTERIM CHIEF FINANCIAL OFFICER Previously CFO of Sysco’s U.S. Business Kevin Hourican CHAIR OF THE BOARD AND CHIEF EXECUTIVE OFFICER Today’s Presenters 3
Today’s Agenda 1 Transaction Summary 2 Restaurant Depot Business Overview 3 Sysco Business Overview 4 Combination Strategic Merits 4
Delivering Significantly Enhanced Financial Profile 2 A Highly Compelling Transaction: Delivering More Value, Choice and Convenience 1 Over at least the next two decades in the U.S. 2 Based on Dec - 25 LTM financials. 3 See Non - GAAP reconciliations in the appendix of this presentation. 4 Free Cash Flow defined as Adj. EBITDA – Capex. 5 Includes $250M annualized net cost synergies. 6 FCF Conversion defined as Free Cash Flow divided by Adj. EBITDA. 7 Does not include transaction - related D&A. Creating a Preeminent Multi - Channel Foodservice Distribution Platform 5 Local Revenue Increase Customer Value Proposition Future Geographic Expansion Greater Scale Sysco Pro Forma ~20% Sysco Pro Forma ~45% Sysco Pro Forma ~55% Revenue Adj. EBITDA 3 FCF 3,4 5.2% 13.0% Sysco Restaurant Depot Pro Forma 6.7% 5 80%+ 90%+ Pro Forma Combined with 85%+ Foodservice Distributor #1 Cash & Carry Operator #1 Unlocking Meaningful Value Creation Step Up in Adj. EBITDA Margins 3 Higher FCF Conversion 6 125+ New Locations 1 1.5x+ Mid to High Single Digit Year 1 Adj. EPS Accretion 7 Low to Mid - Teens Year 2 Adj. EPS Accretion 7 >$2 Billion Additional Longer - Term Annual FCF
▪ $29.1 billion transaction value 1 comprising $21.6 billion in cash and 91.5 million shares of Sysco; implies 14.6x Adj. Operating Income 2 or 13.0x, including $250 million of annualized net cost synergies ▪ Transaction subject to customary closing conditions, including regulatory approvals, and is expected to close by the third qu art er of Sysco’s fiscal 2027 Transaction Details ▪ Sysco will issue approximately 19.1% of its outstanding shares to Restaurant Depot shareholders ▪ Cash portion funded with $21 billion of new debt and hybrid debt, and $1 billion of cash on hand, equity or equity - linked securi ties ▪ Committed to maintaining a strong balance sheet and current investment grade credit ratings ▪ Expected leverage of ~4.5x at closing 3 , with significant de - leveraging of >1x combined business Adj. EBITDA within 24 months post - closing Financing A Highly Compelling Transaction: Summary Overview 1 Based on Sysco share price of $81.80 on March 27, 2026. 2 Based on FYE Dec - 2025. 3 Assumes 50% credit to hybrid debt / junior subordinated notes. 4 Based on shares of common stock outstanding as of January 9, 2026. ▪ Will maintain current dividend amount and dividend aristocrat status, while pausing share repurchases and meaningful M&A unti l significant progress made towards long - term leverage target ▪ Committed to long - term leverage target of 2.75x Capital Structure ▪ Restaurant Depot existing shareholders are investing in the long - term upside of the combined business and will own approximately 16% of the company post - close 4 ▪ Two of Restaurant Depot’s current directors, Sir Bradley Fried and Stanley Fleishman, will join the Sysco Board of Directors as the companies move forward together Governance 6
Whitestone, NY Headquarters ~10,000 Employees ~$16B 2025 Revenue 90%+ FCF Conversion 2 ~$2.1B 2025 Adj. EBITDA #1 U.S. Cash & Carry Wholesaler to Restaurants and Small Businesses Unique value proposition to small businesses as a low - cost provider with a wide assortment of high - quality, foodservice products ~$1.9B Free Cash Flow 1 Restaurant Depot: Leading U.S. Wholesale Cash & Carry Foodservice Supplier Note: Dec - FYE financials. 1 Free Cash Flow calculated as Adj. EBITDA - Capex. 2 Calculated as Free Cash Flow / Adj. EBITDA. 3 Reflects miscellaneous and retail customers, such as temporary IDs, street vendors, donut and bagel shops, ice cream shops, tax exempt institutions, home businesses, retail distributors and concessions. 7 Highly Diversified Customer Base Large Store Footprint and Local Customer Base Track Record of Consistent Growth Revenue growth in 28 of the last 30 years Adj. EBITDA growth in 30 of the last 30 years ~725K Local Customers 166 Total Locations 2025 Sales Mix Breakdown by Customer Local Restaurants / Caterers 57% Grocery 10% Jobbers 8% Other Foodservice 6% All Other 3 20%
The Cash & Carry Advantages • Resilient business model with structurally lower cost to serve , supporting stable demand across economic cycles • Purpose - built to serve small restaurants , particularly independent operators with frequent, flexible replenishment needs • Complementary to broadline foodservice distribution, addressing distinct use cases not efficiently served by delivery - based models Restaurant Depot: Cash & Carry Represents a Large and Attractive Channel Source: Third - party consulting market study, Technomic channel report. Note: 1 Includes all foodservice relevant spend at C&C locations, club stores, retail establishments, and e - commerce. Restaurant Depot is the leader in the $60 - 70B growing B2B Cash & Carry channel Cash & Carry 1 Channel Breakdown, U.S. Revenue 8 Rest of Foodservice $310 - 320B Cash & Carry $60 - 70B Foodservice Others ~$10 - 15B Small/Indy C&C ~$10 - 15B Club Stores ~$20 - 25B Restaurant Depot ~$16B Cash & Carry ~$380B $60 - 70B Channel Growth, 2019 - 2025 Sales CAGR Total Foodservice Broadline Cash & Carry ~4% ~4% ~5%
Restaurant Depot’s Winning Formula • Savings: Low prices driven by lower cost to serve • Service: No delivery minimums and product available on demand • Selection: Broad offering of commercial pack SKU assortment tailored to restaurant customers across all cuisine types • Free membership drives loyalty and rich insights on customer spending Restaurant Depot: Efficient Store Layout with Comprehensive Product Selection 9 Savings, Selection & Service – 7 Days a Week!
Restaurant Depot: Purpose - Built Model for Chefs with Similar, Successful Club Store Attributes Business Model Club Stores Low Prices and Strong Value Perception x x Structural Cost Advantage x x Compelling Private Label Offering x x Warehouse Store Model x x Customer Focus Consumers and small businesses x Foodservice - specific 10 Membership Model Paid annual membership x Free membership Shopping Experience Discovery - led / impulse - friendly x Efficient one - stop - shop / l ist - driven Foodservice - Relevant Assortment Minimal x Complete foodservice assortment Breadth and Consistency of Assortment Rotating, seasonal, treasure hunt x Extensive, consistent foodservice SKUs Commercial Pack Sizes Partial / select x Fully focused on restaurants
Differentiated Real Estate Strategy • High - value real estate with first - to - market , strategic advantage in dense urban environments • 130 owned stores representing ~ 80% of store footprint • Strategically located stores to facilitate convenient and efficient customer access , driving greater share of wallet Restaurant Depot: Strategic and Highly Productive Real Estate Footprint with Attractive Store Economics 1 Over at least the next two decades in the U.S. Restaurant Depot Locations In - House Logistics Facilities 100% o f mature stores are profitable 125+ new locations 1 whitespace Overview of Real Estate Footprint 11
~$2 ~$16 6% 13% 5 7 9 11 13 15 17 19 0 2 4 6 8 10 12 14 16 18 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Revenue ($B) Adj. EBITDA Margin Deflation COVID Global Financial Crisis Restaurant Depot: Consistent and Profitable Growth Over the Last Two Decades Note: Dec - FYE 2025 financials. 1 Same Store Sales growth based on stores open longer than 18 months. As a premier low - cost cash - and - carry provider, Restaurant Depot has a resilient business model that performs well throughout economic cycles, evidenced by Restaurant Depot’s Adj. EBITDA growth during COVID and the Global Financial Crisis Restaurant Depot Historical Performance Over Time ($B) 12 Same Store Sales 1 Average Growth: +7% 2004 - 2025 Revenue CAGR: +9% 2004 - 2025 Adj. EBITDA CAGR: +14% 2004 - 2025
Restaurant Depot: Highly Experienced Leadership Team Supported by talented and committed bench of next generation leaders across regions and functional areas Joining Sysco’s Board of Directors 13 Paul Mulrooney COO – Midwest 10+ Years Experience (former Sysco) Andres Cubero CIO 30+ Years Experience Ruben Vogel COO – West 30+ Years Experience Clark Pager EVP – Procurement 35+ Years Experience Larry Cohen EVP – Real Estate 30+ Years Experience Stanley Fleishman Executive Chairman 35+ Years Experience Richard Kirschner CEO 30+ Years Experience Sir Bradley Fried Former Chair of the Court of Directors of the Bank of England Brian Emmert CFO 25+ Years Experience Peter Claro COO – East 30+ Years Experience
14 Sysco: Business at a Glance 1 Other primarily includes our hotel supply operations, Guest Worldwide. 2 Other includes cafeterias that are not stand - alone restaurants, bakeries, caterers, churches, civic and fraternal organizations, vending distributors, other distributors and in ter national exports, as well as retail food sales and logistics services. None of these types of customers, as a group, exceeded 5% of to tal sales. Largest and Only Global Foodservice Player $81B+ in FY 2025 Sales 75,000 Global Colleagues 337 Distribution Facilities #1 Foodservice Distributor $10B+ Specialty Platform ~730K Customer Locations FY 2025 Sales by Segment FY 2025 Sales by Customer US Foodservice 70% SYGMA 10% International 18% Other 1 2% Restaurants 60% Healthcare 8% Education & Government 8% Travel & Leisure 7% Other 2 17%
Net Sales in billions Adj. Operating Income 1 in millions Adj. Operating Margin 1 Doubled Margins 32% CAGR 8% CAGR Sysco : International a Compelling Growth Driver $11.8 $13.6 $14.6 $14.9 FY22 FY23 FY24 FY25 FY26E 2 ~$16 $229 $398 $492 $585 FY22 FY23 FY24 FY25 FY26E 2 ~$680 1.9% 2.9% 3.4% 3.9% FY22 FY23 FY24 FY25 FY26E 2 4%+ 1 See Non - GAAP reconciliations in the appendix of this presentation. 2 Estimated value for FY26 as of 30 - Mar - 2026. 3 Food excluding beverages. $27B $23B $1B $1B $1B $4B $25B 3 $5B TAM 15
Positioned to Win • #1 in broadline foodservice distribution across National, Local, and Specialty • Compelling cross - selling opportunities with Broadline & Specialty to fuel future sales growth • International segment continues to drive strong growth • Strong M&A track record Sysco: Driving Performance Today, Enabling Growth for Tomorrow Note: Expected sales for FY26 based on midpoint of Sysco 3% - 5% guidance range equating to ~$84.5 billion. Fiscal Year Sales ($B) 1969 1972 1975 1978 1981 1984 1987 1990 1993 1996 1999 2002 2005 2008 2011 2014 2017 2020 2023 2026E 16 Growing sales in 54 out of 57 years
Over 180bps of Sequential Improvement Q3 2026 >3% Local Case Growth ~$0.94 Adj. EPS FY 2026 +3% to +5% Sales Growth $4.50 - $4.60 Adj. EPS (High End) 17 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026E (3.4)% (1.4)% (0.2)% 1.2 % >3% U.S. Local Case Growth 1 1 Represents USFS local performance metrics. Sysco: Q3 Update – Reiterating Guidance With Continued Positive Momentum Across Local
Unite Complementary Foodservice Industry Leaders: Deliver an end - to - end value proposition across all customer types and purchase occasions 01 Expand High - Margin Local Business: Increase Sysco’s local revenue 1.5x, serving the largest and most profitable part of U.S. foodservice 02 Enhance Financial Profile While Maintaining Positive Momentum Across Both Businesses: Improve Sysco’s financial profile with higher margins and stronger free cash flow generation and conversion 03 Unlock Synergies and Scale: Deliver $250M in annualized net cost synergies within three years of closing from improved purchasing and supply chain efficiencies 04 Bring Low - Cost Model to 125+ New Locations: Enhance value for small businesses by expanding physical reach through new stores and broadening access to a wider, more affordable product assortment 05 Uniting Two Industry Leaders to Deliver Superior Customer Value Proposition and Enhanced Financial Profile 18
Sales in ($B) Sales in ($B) #1 in Foodservice Distribution #1 in Cash & Carry $10 $2 $4 $6 $8 $12 $14 $16 $18 2016 2017 2018 2019 2022 2023 2024 2025 +6% CAGR $10 $20 $30 $40 $50 $60 $70 $80 $90 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 +5% CAGR #1 players that consistently grow sales with best - in - class cash f low generation and conversion Combining Two Industry Leaders with Attractive Businesses 19 2020 2021 Note: Dec - FYE financials.
Expanded Product Portfolios Fulfill All Customer Purchase Occasions Complementary Geographic Footprint Better Solutions for Local Customer Needs Improved Service to Local Businesses, Restaurants and Customers Value Creation Opportunity + = Procurement synergies to drive value for customers and efficiency for both businesses Large spend base and extensive private label program Strong sourcing relationships and buying programs Best of both product offerings for each customer base Broadest assortment and premium quality products, including specialty Value tier and other products popular with Cash & Carry customers Supply chain synergies and ability to open 125+ Restaurant Depot stores in new geographies National network of 300+ DCs to hold product and inbound freight network Strong track record of new store growth Comprehensive service offering for all customers and purchase occasions National foodservice delivery network Network of 166 cash and carry stores A loyalty program that rewards customers for their purchases across all channels Large, diverse base of 730K delivery customers Loyal base of 725K cash and carry customers Strategic Benefits Preeminent Multi - Channel Foodservice Distribution Platform 20 Reaching New Customers Long - term growth opportunities that represent upside beyond cost synergies Dedicated white glove service #1 option for value - seeking customers
Restaurant Depot Adj. EBITDA Margin 1 % Club Stores Broadline Foodservice Distributors 13.0% 6.7% 5.2% 4.9% 2.8% 5.4% 4.7% Restaurant Depot 2 Peer 4 Peer 3 Sysco Peer 1 Peer 2 Sysco + Restaurant Depot Pro Forma 3 Expanding High - Margin Local Business Source: Company filings. Note: Figures presented on Dec - 2025 LTM basis or closest reported period. Note: 1 See Non - GAAP reconciliations in the appendix of this presentation. 2 LTM Dec - 2025. 3 LTM Dec - 2025, includes $250M annualized net cost synergies. 21 Adds ~$16B Revenue to Local (1.5x)
Building a More Powerful Cash - Generating Engine for Investors Improved Cash Generation Drives Value for Investors • Committed to Investment Grade and focused on near - term de - leveraging • Enhancing our capital allocation options with over $2 billion higher cash flow longer term: • Investing in the business • Step up capital return via dividends and buybacks • Accretive M&A Note: Based on Dec - 25 LTM financials. 1 See Non - GAAP reconciliations in the appendix of this presentation. 2 Free Cash Flow defined as Adj. EBITDA – Capex. 22 Revenue Adjusted EBITDA 1 FCF 1,2 ~20% ~45% ~55% Sysco Pro Forma 1.5x Local Revenue: Sysco’s most profitable U.S. foodservice business
Percent Contribution Procurement and Merchandising Private Label (Manufacturing & Penetration) Supply Chain Category Annualized Cost Synergies Within First 3 Years ~$250M Tangible Cost - Driven Synergy Opportunity Unlocking Synergies by Integrating Purchasing and Supply Chain Operations Synergies to be achieved with minimal operational integration, and no planned disruptions to either business 23
Sustained Price Leadership Bringing Restaurant Depot’s Low - Cost Model to 125+ New Locations Restaurant Depot's low - cost model allows it to sell at double - digit discounts relative to other distributors and at comparable profit per case 24 Robust Whitespace Opportunity High confidence pipeline of new stores to be opened over at least the next two decades in the U.S. (5 - 6 stores per year) 125+ Enhance value for small businesses, expand access to more affordable food options, offer more choice and convenience, and drive job creation Foodservice Distributors Restaurant Depot ~(20)% Average customer price differential
Compelling Value Creation Opportunities 25 Creating a Growing, More Resilient Multi - Channel Business Significantly Accelerated Total Shareholder Return Enhanced Operating Margins Increased Local Revenue Significantly Stronger Free Cash Flow Generation
26 Appendix Non - GAAP Reconciliations
Impact of Certain Items The discussion of Sysco’s results and illustrative pro forma results include certain non - GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends . Other than EBITDA and free cash flow, any non - GAAP financial measures will be denoted as adjusted measures to remove ( 1 ) restructuring charges ; ( 2 ) expenses associated with our various transformation initiatives ; ( 3 ) severance charges ; and ( 4 ) acquisition - related costs consisting of : (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions . Sysco’s management believes that adjusting its operating expenses, operating income, operating margin and net earnings to remove these Certain Items provides an important perspective with respect to our underlying business trends and results . It provides meaningful supplemental information to both management and investors that ( 1 ) is indicative of the performance of the company’s underlying operations and ( 2 ) facilitates comparisons on a year - over - year basis . Sysco has a history of growth through acquisitions and excludes from its non - GAAP financial measures the impact of acquisition - related intangible amortization, acquisition costs and due - diligence costs for those acquisitions . We believe this approach significantly enhances the comparability of Sysco’s results for fiscal periods presented . Set forth below is a reconciliation of sales, operating expenses, operating income and net earnings to adjusted results for these measures for the periods presented . EBITDA represents net earnings (loss) plus (i) interest expense, (ii) income tax expense and benefit, (iii) depreciation and (iv) amortization . The net earnings (loss) component of our EBITDA calculation is impacted by Certain Items that we do not consider representative of our underlying performance . As a result, in the non - GAAP reconciliations below for each period presented, adjusted EBITDA is computed as EBITDA plus the impact of Certain Items, excluding certain items related to interest expense, income taxes, depreciation and amortization . Sysco’s management considers growth in this metric to be a measure of overall financial performance that provides useful information to management and investors about the profitability of the business, as it facilitates comparison of performance on a consistent basis from period to period by providing a measurement of recurring factors and trends affecting our business . Additionally, it is a commonly used component metric used to inform on capital structure decisions . Adjusted EBITDA should not be used as a substitute for the most comparable GAAP financial measure in assessing the company’s financial performance for the periods presented . An analysis of any non - GAAP financial measure should be used in conjunction with results presented in accordance with GAAP . In the tables that follow, adjusted EBITDA for each period presented is reconciled to net earnings . Free cash flow represents net cash provided from operating activities less purchases of plant and equipment and includes proceeds from sales of plant and equipment . Sysco considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases and sales of buildings, fleet, equipment and technology, which may potentially be used to pay for, among other things, strategic uses of cash including dividend payments, share repurchases and acquisitions . However, free cash flow may not be available for discretionary expenditures, as it may be necessary that we use it to make mandatory debt service or other payments . Free cash flow should not be used as a substitute for the most comparable GAAP financial measure in assessing the company’s liquidity for the periods presented . An analysis of any non - GAAP financial measure should be used in conjunction with results presented in accordance with GAAP . In the tables that follows, free cash flow and the resulting free cash flow conversion have been calculated from EBITDA results and net capital expenditures . 27
Sysco and its Consolidated Subsidiaries Non - GAAP Reconciliation (Unaudited) Impact of Certain Items (Trailing Twelve Months, Dollars in Millions) 1 Fiscal 2026 and fiscal 2025 include charges related to restructuring and severance, as well as various transformation initiat ive costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy, excluding c ha rges related to accelerated depreciation. 2 In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $6 million and $7 million or non - cash stock compensati on expense of $31 million and $30 million in fiscal 2026 and fiscal 2025, respectively. 3 Fiscal 2026 includes $233 million in GAAP depreciation and amortization expense, less $33 million of Non - GAAP depreciation and amortization expense primarily related to acquisitions. Fiscal 2025 includes $235 million i n GAAP depreciation and amortization expense, less $33 million of Non - GAAP depreciation and amortization expense primarily relat ed to acquisitions. 28 52 - Week Period Ended Dec. 27, 2025 13 - Week Period Ended Dec. 27, 2025 13 - Week Period Ended Sep. 27, 2025 13 - Week Period Ended Jun. 28, 2025 13 - Week Period Ended Mar. 29, 2025 $ 82,646 $ 20,762 $ 21,148 $ 21,138 $ 19,598 Sales (GAAP) $ 3,062 $ 692 $ 800 $ 889 $ 681 Operating Income (GAAP) $ 1,797 $ 389 $ 476 $ 531 $ 401 Net earnings (GAAP) 660 173 172 166 149 Interest (GAAP) 553 121 124 186 122 Income taxes (GAAP) 945 240 233 234 238 Depreciation and amortization (GAAP) $ 3,955 $ 923 $ 1,005 $ 1,117 $ 910 EBITDA (Non - GAAP) Certain Item adjustments: $ 232 $ 55 $ 54 $ 74 $ 49 Impact of restructuring and transformational project costs 1 47 23 11 3 10 Impact of acquisition - related costs 92 - - 92 - Impact of goodwill impairment $ 4,326 $ 1,001 $ 1,070 $ 1,286 $ 969 EBITDA adjusted for Certain Items (Non - GAAP) 2 52 9 28 6 9 Other expense (income), net (805) (203) (200) (197) (205) Depreciation and amortization, as adjusted (Non - GAAP) 3 $ 3,573 $ 807 $ 898 $ 1,095 $ 773 Operating income adjusted for Certain Items (Non - GAAP) 3.7 % 3.3 % 3.8 % 4.2 % 3.5 % Operating margin (GAAP) 5.2 % 4.8 % 5.1 % 6.1 % 4.9 % EBITDA margin adjusted for Certain Items (Non - GAAP) $ (873) $ (140) $ (160) $ (374) $ (199) Additions to plant and equipment 150 78 24 45 3 Proceeds from sales of plant and equipment $ (723) $ (62) $ (136) $ (329) $ (196) Capex (Non - GAAP) $ 3,603 $ 939 $ 934 $ 957 $ 773 Free Cash Flow (Adj. EBITDA minus Capex, Non - GAAP) 83.3% 93.8% 87.3% 74.4% 79.8% Free Cash Flow Conversion (Free Cash Flow divided by EBITDA, Non - GAAP)
Pro Forma Non - GAAP Reconciliation (Unaudited) Impact of Certain Items (Dollars in Millions) Pro Forma Annualized Net Cost Synergies Restaurant Depot Sysco 52 - Week Period Ended Dec. 27, 2025 $ 98,458 $ - $ 15,812 $ 82,646 Sales (GAAP) $ 6,639 $ 250 $ 2,063 $ 4,326 EBITDA adjusted for Certain Items (Non - GAAP) 6.7 % - 13.0 % 5.2 % EBITDA margin adjusted for Certain Items (Non - GAAP) $ 5,530 $ - $ 1,927 $ 3,603 Free Cash Flow (Non - GAAP) 86.6 % - 93.4 % 83.3 % Free Cash Flow Conversion (Non - GAAP) 29
Sysco and its Consolidated Subsidiaries Non - GAAP Reconciliation (Unaudited) Impact of Certain Items (Dollars in Millions) 30 52 - Week Period Ended Jul. 2, 2022 52 - Week Period Ended Jul. 1, 2023 52 - Week Period Ended Jun. 29, 2024 52 - Week Period Ended Jun. 28, 2025 INTERNATIONAL FOODSERVICE OPERATIONS $ 11,787 $ 13,560 $ 14,561 $ 14,905 Sales (GAAP) $ 2,377 $ 2,641 $ 2,947 $ 3,109 Gross Profit (GAAP) $ 2,277 $ 2,327 $ 2,572 $ 2,672 Operating expenses (GAAP) (58) (19) (45) (74) Impact of restructuring and transformational project costs (1) (78) (65) (72) (74) Impact of acquisition - related costs (2) 7 - - - Impact of bad debt reserve adjustments (3) $ 2,148 $ 2,243 $ 2,455 $ 2,524 Operating expenses adjusted for Certain Items (Non - GAAP) $ 100 $ 314 $ 375 $ 437 Operating income (GAAP) 58 19 45 74 Impact of restructuring and transformational project costs (1) 78 65 72 74 Impact of acquisition - related costs (2) (7) - - - Impact of bad debt reserve adjustments (3) $ 229 $ 398 $ 492 $ 585 Operating income adjusted for Certain Items (Non - GAAP) 0.85% 2.32% 2.58% 2.93% Operating margin (GAAP) 1.94% 2.94% 3.38% 3.92% Operating margin adjusted for Certain Items (Non - GAAP) 1 Includes restructuring and transformation costs primarily in Europe. 2 Represents intangible amortization expense. 3 Fiscal 2022 represents the reduction of bad debt charges previously taken on pre - pandemic trade receivable balances in fiscal 2 020.
Projected International Adjusted Operating Income, Adjusted Operating Margin and Total Sysco Adjusted EPS Guidance Our international adjusted operating income, adjusted operating margin and total Sysco adjusted earnings per share are non - GAAP financial measures ; however, we cannot predict with certainty the magnitude or scope of certain items that would be included in the most directly comparable GAAP measure for the relevant future periods, and such items may be significant . Due to these uncertainties, we cannot provide quantitative reconciliations of projected international adjusted operating income, adjusted operating margin and total Sysco adjusted EPS to the most directly comparable GAAP financial measure without unreasonable effort . However, we expect to calculate international adjusted operating income, adjusted operating margin and total Sysco adjusted earnings per share for future periods in the same manner as the reconciliations provided for the historical periods herein, as noted in our Annual Report on Form 10 - K as filed with the Securities and Exchange Commission . 31
FAQ
What acquisition did Sysco (SYY) announce involving Jetro Restaurant Depot?
How much is Sysco paying for Jetro Restaurant Depot and in what form?
How will Sysco finance the Jetro Restaurant Depot acquisition and what happens to leverage?
What are Jetro Restaurant Depot’s recent financial results cited in the deal?
When is the Sysco–Jetro Restaurant Depot deal expected to close?
Did Sysco change its 2026 financial guidance when announcing the deal?
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