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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 14, 2026
SYSCO
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of
Incorporation) |
1-06544
(Commission
File Number) |
74-1648137
(I.R.S. 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. ¨
On September 14,
2026, with respect to the offering and sale of 12,345,679 shares of its common stock, par value $1.00 per share (“Common Stock”),
at a public offering price of $81.00 per share (the “Offering”), Sysco
Corporation (“Sysco”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman
Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives
of the several underwriters named on Schedule I thereto (the “Underwriters”). In connection with the Offering, Sysco granted
the Underwriters a 30-day option to purchase up to an additional 1,851,851 shares of Common Stock, solely to cover overallotments, if any, on the same terms. The Offering closed on September 16,
2026.
The net proceeds from the Offering, after
deducting underwriting discounts and commissions and estimated offering expenses, were approximately $967.4 million. Sysco
expects to use the net proceeds from the Offering to pay a portion of the cash consideration for its pending acquisition of JRD
Unico, Inc., a Delaware corporation and Warehouse Realty, LLC, a Delaware limited liability company and all other fees, costs and
expenses related thereto.
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 Common Stock is being offered and sold under
a Registration Statement on Form S-3 (Registration No. 333-298926) (the “Registration Statement”) and is described in a Prospectus
Supplement dated September 14, 2026.
In connection with the Offering, a legal opinion
as to the legality of the Common Stock sold in the Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated
herein and into the Registration Statement by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | |
Description |
| 1.1 | |
Underwriting Agreement,
dated as of September 14, 2026, by and among Sysco Corporation and Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities,
Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule
I thereto. |
| 5.1 | |
Opinion of Paul, Weiss, Rifkind,
Wharton & Garrison LLP. |
| 23.1 | |
Consent of Paul, Weiss, Rifkind,
Wharton & Garrison LLP (included in Exhibit 5.1). |
| 104 | |
Cover Page Interactive Data
File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: September
16, 2026
| |
Sysco Corporation |
| |
|
|
| |
By: |
/s/ Andrew Wurdack |
| |
|
Name: |
Andrew Wurdack |
| |
|
Title: |
Vice President, Securities and Corporate Governance & Assistant Secretary |
