| Item 1.01 Entry |
into a Material Definitive Agreement. |
On February 13, 2026, Sysco Corporation (the “Company”) issued and sold $600,000,000 aggregate principal amount of the Company’s 4.400% Senior Notes due 2031 (the “2031 Notes”) and $650,000,000 aggregate principal amount of the Company’s 4.950% Senior Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”). The Notes were offered and sold pursuant to an automatically effective Registration Statement on Form S-3ASR (Registration No. 333-281830) filed on August 28, 2024. The 2031 Notes were issued pursuant to the Indenture dated as of June 15, 1995 (the “Base Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A. (“Bank of New York Mellon”) as successor to First Union National Bank, as trustee, as supplemented and amended by the Thirteenth Supplemental Indenture thereto dated as of February 17, 2012 (the “Thirteenth Supplemental Indenture”), by and among the Company, the guarantors named therein and Bank of New York Mellon, as trustee, and the Forty-Eighth Supplemental Indenture thereto, dated as of February 13, 2026 (the “Forty-Eighth Supplemental Indenture”), by and among the Company, the Subsidiary Guarantors (as defined in the Supplemental Indentures) and U.S. Bank Trust Company, N.A. (the “Trustee”), as trustee thereunder solely with respect to the Notes, in lieu of Bank of New York Mellon. The 2036 Notes were issued pursuant to the Base Indenture, as supplemented and amended by the Thirteenth Supplemental Indenture, and the Forty-Ninth Supplemental Indenture thereto, dated as of February 13, 2026 (the “Forty-Ninth Supplemental Indenture” and, together with the Forty-Eighth Supplemental Indenture, the “Supplemental Indentures”, and together with the Base Indenture and the Thirteenth Supplemental Indenture, the “Indenture”), by and among the Company, the Subsidiary Guarantors and the Trustee. The Notes are guaranteed to the extent provided in the Indenture by the Subsidiary Guarantors party to the Supplemental Indentures. The relevant terms of the Notes are set forth in the Base Indenture, included as Exhibit 4(a) to the Company’s Registration Statement on Form S-3 filed June 6, 1995, and incorporated herein by reference, the Thirteenth Supplemental Indenture, included as Exhibit 4(o) to the Company’s Registration Statement on Form S-3 filed on February 17, 2012, and incorporated herein by reference, the Forty-Eighth Supplemental Indenture and the Forty-Ninth Supplemental Indenture (including in each case, the forms of the Notes) attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
The net proceeds to the Company from the sale of the Notes were approximately $1.24 billion, after deducting underwriters’ discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering of the Notes for general corporate purposes, including to repay borrowings under the Company’s commercial paper programs.
The 2031 Notes pay interest at the rate of 4.400% per annum and the 2036 Notes pay interest at the rate of 4.950% per annum, which shall be payable in cash semi-annually in arrears on January 25 and July 25, commencing July 25, 2026, and March 25 and September 25, commencing September 25, 2026, respectively. The 2031 Notes will mature on July 25, 2031, and the 2036 Notes will mature on March 25, 2036.
The Notes are unsecured obligations of the Company and will rank equally in right of payment with all the Company’s other existing and future unsecured senior indebtedness, effectively junior in right of payment to its future secured indebtedness to the extent of the value of the assets securing that indebtedness and senior to any of its future subordinated indebtedness. The subsidiary guarantees are unsecured obligations of the respective Subsidiary Guarantors. The subsidiary guarantees will rank equally in right of payment with all other existing and future unsecured senior indebtedness of the Subsidiary Guarantors and will effectively rank junior to any future secured indebtedness of the Subsidiary Guarantors to the extent of the value of the assets securing such indebtedness.
Prior to June 25, 2031 with regard to the 2031 Notes (one month prior to their maturity date) (the “2031 Notes Par Call Date”) and prior to December 25, 2035 with regard to the 2036 Notes (three months prior to their maturity date) (the “2036 Notes Par Call Date” and, together with the 2031 Notes Par Call Date, each is referred to hereinafter as a “Par Call Date”), the Company may redeem the Notes of such series at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (1) a “make-whole” amount calculated by reference to the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of the applicable series being redeemed discounted to the date of redemption and (2) 100% of the principal amount of the Notes of the applicable series to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the date of redemption. On or after the applicable Par Call Date, the Company may redeem the Notes of such series at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the date of redemption.
