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Sysco Corporation 8-K Filings

SYY NYSE

Every 8-K that Sysco Corporation (SYY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SYY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SYY filings page.

Rhea-AI Summary

Sysco Corporation (SYY) completed a public offering of 12,345,679 shares of its common stock at a public offering price of $81.00 per share, generating approximately $967.4 million in net proceeds after underwriting discounts, commissions and estimated expenses. The company entered into an 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 underwriters and granted them a 30-day option to purchase up to an additional 1,851,851 shares to cover overallotments. Sysco expects to use the net proceeds to pay a portion of the cash consideration for its pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, as well as related fees, costs and expenses.

Rhea-AI Summary

Sysco Corporation (SYY) has filed detailed historical and pro forma financial information related to its pending acquisition of JRD Unico, Inc. and Warehouse Realty, collectively known as Jetro Restaurant Depot. The filing includes JRD’s audited 2024–2025 results, unaudited interim 2026 results, and pro forma combined financials for Sysco.

JRD generated $15.8 billion in sales and $1.20 billion in net income in 2025, up from $15.3 billion and $1.17 billion in 2024, with 2025 operating income of $1.94 billion. For the 26 weeks ended June 27, 2026, JRD reported sales of $8.06 billion and net income of $708.7 million, both above the prior-year period, and operating cash flow of $858.6 million.

The statements show a highly leveraged capital structure: at December 27, 2025, JRD held total assets of $3.18 billion and total liabilities of $7.71 billion, including $6.24 billion of long‑term debt and stockholders’ deficiency of $(4.53) billion. The filing also details significant use of private placement notes, interest rate swaps, LIFO inventory accounting and substantial dividends paid to shareholders, all of which will factor into Sysco’s pro forma balance sheet and earnings once the acquisition closes, subject to regulatory and other customary approvals.

Rhea-AI Summary

Sysco Corporation (SYY) furnished a Barclays conference presentation outlining fiscal 2026 results, its pending acquisition of Jetro Restaurant Depot and an expanded long‑term outlook. For the 52 weeks ended June 27, 2026, sales were $84.6 billion, up 3.9% from $81.4 billion in 2025, while GAAP diluted EPS was $3.66 versus $3.73. On a non‑GAAP basis, adjusted EPS rose to $4.61 from $4.46 and adjusted operating income increased to $3.61 billion from $3.52 billion.

Management reaffirmed fiscal 2027 guidance for sales growth of 6–7% and adjusted EPS growth of 9–11%, with local case growth of about 2.5% and roughly 2% sales benefit from a 53rd week. The outlook assumes about $100 million of cost out in 2027 and $1 billion of dividends. Sysco also introduced a $500 million annualized AI- and technology-driven efficiency program targeted for fiscal 2029 and raised its mid‑term algorithm for 2028–2029 to 4–7% sales growth and 9–11% adjusted EPS growth.

For the proposed Jetro Restaurant Depot transaction, Sysco presented pro forma metrics indicating a step-up in adjusted EBITDA margin from 5.2% to 6.7% including $250 million of expected net cost synergies and higher free cash flow conversion. Net debt to adjusted EBITDA was 2.7x at the end of Q4 2026, is estimated at 4.5x at closing, and is targeted to decline by about 1.0x within 24 months, with a long‑term target of 2.75x and no large-scale M&A planned until that target is reached.

Rhea-AI Summary

Sysco Corporation (SYY) reaffirmed its fiscal 2027 financial guidance and introduced a $500 million multi-year AI powered efficiency improvement program, ahead of its presentation at the Barclays 19th Annual Global Consumer Staples Conference. The AI initiative is intended to remove structural costs over the next three fiscal years and builds on previously identified savings.

The company now targets mid-term net sales growth of approximately 4%–7%, up from 4%–6%, and adjusted EPS growth of 9%–11%, up from 6%–8%, reflecting increased confidence in earnings expansion. Sysco continues to expect $100 million of in-year net cost savings in fiscal 2027 as part of these efforts. For context, Sysco generated more than $84 billion in sales in fiscal 2026, operating 333 distribution centers in 10 countries and serving about 670,000 customer locations.

Rhea-AI Summary

SYSCO CORP (SYY) amended its existing revolving credit arrangements to add a new $750 million senior unsecured delayed draw term loan facility with CoBank and existing lenders. The CoBank Term Loan comprises $375 million six-year and $375 million eight-year tranches, each available in multiple advances during the one-year period after the amendment’s effectiveness.

These loans rank equally with other borrowings under the Revolving Credit Agreement and are guaranteed by the same wholly owned subsidiaries. Sysco plans to use the proceeds for general corporate purposes and to help fund the cash consideration and related costs for the proposed acquisition of JRD Unico, Inc. and Warehouse Realty, LLC.

Sysco’s board committee also approved one-time performance share unit awards valued at $2 million for CEO Kevin P. Hourican and $1 million for Interim CFO Brandon E. Sewell, contingent on closing of the JRD acquisition and subject to three-year performance goals with 0%–200% payout potential. In addition, Executive Vice President and Chief Human Resources Officer Ronald L. Phillips received a $700,000 one-time cash award tied to his leadership of AI-related transformations and contingent on continued employment through, and vesting upon, key dates related to the JRD acquisition’s closing.

Rhea-AI Summary

Sysco Corporation (SYY) announced governance and strategic moves centered on its artificial intelligence agenda. The Board increased its size from eleven to thirteen directors and elected Jason Murray, CEO of Shipium Corp., and Thomas “Tom” Ondrof, former Aramark CFO, effective September 1, 2026. Both are deemed independent under New York Stock Exchange and company standards and will receive customary non-employee director compensation.

Sysco is evolving its Technology Committee into the Artificial Intelligence Transformation & Technology Committee, which is meeting monthly with management to oversee enterprise AI initiatives. The company reiterated fiscal 2027 guidance of 6%–7% revenue growth and 9%–11% adjusted EPS growth on a 53-week basis, including a planned $100 million AI-enabled cost-savings program. Sysco and long-time shareholder the D. E. Shaw group highlighted alignment around Sysco’s AI transformation and the pending acquisition of Jetro Restaurant Depot, with D. E. Shaw currently expecting to participate in the related capital raise.

Rhea-AI Summary

Sysco Corporation furnished an investor presentation outlining its pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, which operate Restaurant Depot. Management projects that the combined company will have higher growth, a step up in adjusted EBITDA margins and stronger free cash flow, driven in part by an estimated $250 million in annual net cost synergies fully ramped in year three.

The presentation reiterates fiscal 2027 guidance for 6%–7% sales growth and 9%–11% adjusted EPS growth, including about $100 million of cost savings in FY27 from technology and AI initiatives and U.S. Foodservice profit growth. Sysco reports a trailing 12‑month net debt to adjusted EBITDA ratio of 2.80x as of March 28, 2026 and estimates leverage of about 4.5x at transaction close, with a plan to reduce net leverage by roughly 1.0x within 24 months and target 2.75x long term. Restaurant Depot is shown generating about $16 billion of 2025 revenue, 13% adjusted EBITDA margins and roughly 90%+ free cash flow conversion, with plans for 125+ new U.S. locations over at least two decades.

Rhea-AI Summary

Sysco Corporation reported higher sales and stable profitability for its 13-week fourth quarter and fiscal year ended June 27, 2026. Fourth-quarter sales rose 4.7% to $22.1 billion, with U.S. Foodservice case volume up 2.5% and local volume up 2.6%. Q4 operating income increased 10.6% to $983 million, while net earnings were $551 million and diluted EPS was $1.15. On a non-GAAP basis, adjusted operating income was $1.1 billion and adjusted EPS was $1.53.

For fiscal 2026, sales grew 3.9% to $84.6 billion and gross margin improved to 18.5%. Net earnings were $1.8 billion and diluted EPS was $3.66, while adjusted EPS increased to $4.61. International Foodservice posted 7.6% sales growth and continued double-digit adjusted operating income growth. Cash flow from operations was $2.6 billion and free cash flow rose 16.3% to $2.1 billion, supporting $1.2 billion returned to shareholders via dividends and buybacks. Sysco introduced fiscal 2027 guidance for 6%-7% sales growth and 9%-11% adjusted EPS growth on a 53-week basis, underpinned by about $100 million of expected AI-enabled productivity and cost savings initiatives.

Rhea-AI Summary

Sysco Corporation reported that its wholly owned subsidiary, New Slider Holdco, Inc., filed a registration statement on Form S-4 with the SEC. This Form S-4 relates to a previously announced Agreement and Plan of Merger involving JRD Unico, Inc., Warehouse Realty, LLC, Sysco, New Slider HoldCo, several merger subsidiaries and a holder representative.

The Form S-4 includes a preliminary prospectus for New Slider HoldCo common stock, par value $1.00 per share, to be issued to Sysco shareholders in connection with the merger transactions. The registration statement has not yet been declared effective, and the company emphasizes that investors should carefully read the prospectus and related documents once available, noting that this communication is not an offer to sell or solicit the purchase of any securities.

Rhea-AI Summary

Sysco Corporation furnished an investor presentation outlining its planned acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, which operate Restaurant Depot. The materials describe Restaurant Depot as a leading U.S. cash-and-carry wholesaler with about $16 billion of 2025 revenue, roughly $2.1 billion of 2025 adjusted EBITDA and a 13% margin. Sysco highlights Restaurant Depot’s 90%+ free cash flow conversion and a track record of revenue growth in 28 of the last 30 years. For Sysco, trailing 52‑week sales were $82.646 billion, adjusted EBITDA $4.326 billion and free cash flow $3.603 billion, with net debt of $12.108 billion and a net debt to adjusted EBITDA ratio of 2.80x as of March 28, 2026. The combined company framework includes targeted $250 million of annualized net cost synergies, more than $2 billion of additional longer‑term annual free cash flow by year four, 125+ new Restaurant Depot locations over at least two decades in the U.S., and year‑one and year‑two adjusted EPS accretion. Sysco also communicates a deleveraging plan, aiming to reduce net leverage by about 1.0x within 24 months after closing and return to a 2.75x net debt to adjusted EBITDA target while prioritizing share repurchases, dividends and disciplined M&A.

Rhea-AI Summary

Sysco Corporation reported third quarter fiscal 2026 sales of $20.5 billion, up 4.7% from a year earlier, driven by a 2.3% increase in U.S. Foodservice case volume and 3.3% growth in U.S. local volume. Gross profit rose 6.5% to $3.8 billion, lifting gross margin to 18.6%.

Higher operating expenses, including incentive compensation and transformation spending, led operating income to fall 9.1% to $619 million. Net earnings declined 15.2% to $340 million, with diluted EPS down 13.4% to $0.71. On a non-GAAP basis, adjusted operating income slipped 0.6% to $768 million and adjusted EPS edged down 2.1% to $0.94.

Year-to-date, cash flow from operations reached $1.5 billion and free cash flow was $1.1 billion, up 19%. Management reiterated confidence in delivering full-year adjusted EPS at the high end of the $4.50–$4.60 range. Sysco also highlighted its pending acquisition of Jetro Restaurant Depot, which operates 167 U.S. warehouse stores, expected to close by the third quarter of fiscal 2027 subject to regulatory approvals.

Rhea-AI Summary

Sysco Corporation entered into two new credit agreements to support its operations and the planned acquisition of Jetro Restaurant Depot. The new revolving credit agreement provides lenders’ commitments of $3.0 billion, replacing Sysco’s prior $3.0 billion revolver, and will automatically increase to $4.0 billion after the Jetro Restaurant Depot acquisition closes, with an option to increase total commitments to $5.0 billion. Any borrowings under this revolver will mature on April 16, 2031 and will also continue to backstop Sysco’s commercial paper program.

Sysco also entered a new term loan credit agreement with aggregate lender commitments of $3.0 billion, split into a $1.25 billion Tranche A maturing 364 days from the Jetro closing date and a $1.75 billion Tranche B maturing two years from that closing date. Term loan proceeds will help fund the merger, refinance Jetro-related indebtedness at closing, and pay transaction fees and expenses. Both credit agreements include customary covenants, including a requirement to maintain a specified ratio of consolidated EBITDA to consolidated interest expense, and standard events of default.

Rhea-AI Summary

Sysco Corporation reported that Tom Peck, its Executive Vice President and Chief Information and Digital Officer, has decided to resign from his position. His resignation is effective April 10, 2026.

The company states that Mr. Peck is leaving to accept another opportunity in a different industry and that there were no disagreements between him and Sysco regarding operations, policies, or practices. This reflects a leadership change focused on the company’s technology and digital functions rather than an operational dispute.

Rhea-AI Summary

Sysco Corporation agreed to acquire Jetro Restaurant Depot, including JRD Unico and Warehouse Realty, in a major cash-and-stock transaction. Sysco will pay $21.6 billion in cash and issue 91.5 million shares of New Slider Holdco common stock, after which Jetro holders are expected to own about 16% of HoldCo.

The deal uses a reverse merger structure where each Sysco share converts into one HoldCo share, which is expected to continue trading on the NYSE under “SYY.” Closing depends on antitrust clearance, SEC effectiveness of a Form S-4, NYSE listing of HoldCo shares and other customary conditions. Sysco obtained commitments for a $22 billion 364‑day bridge loan and plans to use roughly $21 billion of new debt and hybrid debt plus $1 billion of cash or equity to fund the cash portion and refinance Jetro’s debt. If antitrust approvals are not obtained in certain circumstances, Sysco would owe a $1.164 billion termination fee.

Rhea-AI 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%.

Rhea-AI Summary

Sysco Corporation announced a chief financial officer transition while reaffirming its financial outlook. Kenny Cheung will resign as Executive Vice President and CFO to join a Fortune 10 company in another industry, with no disagreements reported on operations, policies, accounting, or controls. He will remain in an advisory role until April 17, 2026 to support the handover.

Effective March 6, 2026, Brandon Sewell, currently Senior Vice President and CFO of Sysco’s U.S. Foodservice Operations, will serve as interim CFO under a new letter agreement that includes a $420,000 base salary, a target annual cash incentive equal to 100% of salary for fiscal 2026, and long-term equity incentives. Sysco reaffirmed fiscal 2026 adjusted EPS guidance at the high end of $4.50 to $4.60, sales growth of 3%–5%, and confidence in third quarter 2026 consensus adjusted EPS of $0.94 and U.S. Foodservice local case growth of at least 2.5%.

Rhea-AI Summary

Sysco Corporation has issued two new unsecured senior note series to raise long-term financing. The company sold $600,000,000 of 4.400% Senior Notes due 2031 and $650,000,000 of 4.950% Senior Notes due 2036 under an existing shelf registration.

Sysco expects net proceeds of approximately $1.24 billion, which it plans to use for general corporate purposes, including repaying borrowings under its commercial paper programs. Both note series are guaranteed by certain subsidiaries, pay cash interest semi-annually, and include optional redemption features and a change-of-control repurchase right at 101% of principal.

Rhea-AI 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.

Rhea-AI Summary

Sysco Corporation furnished an 8-K to share that it issued a press release with its results of operations and financial condition for the second quarter of fiscal 2026, covering the period ended December 27, 2025. The press release is included as Exhibit 99.1 and is incorporated by reference into this report, but the Item 2.02 information is being furnished, not filed, so it is not automatically incorporated into Securities Act registration statements unless specifically identified.

The company highlights that statements other than historical facts are forward-looking statements subject to the safe harbor of the Private Securities Litigation Reform Act of 1995. These statements are exposed to risks and uncertainties described in the press release and in the Risk Factors section of Sysco’s Form 10-K for the fiscal year ended June 28, 2025, and in subsequent SEC reports.

Rhea-AI Summary

Sysco Corporation reported a planned leadership transition for its Executive Vice President and Global Chief Operating Officer, Greg D. Bertrand. Effective January 1, 2026, he will move into a non-executive senior advisor role as he prepares for retirement.

Under a new strategic advisor agreement running for at least nine months from January 1, 2026, Mr. Bertrand is expected to provide at least 20 hours of services per week. He will receive an annual base salary of $443,500, a one-time cash award of $250,000 payable within 30 days of the agreement’s start (subject to continued employment), continued vesting of existing equity awards, and access to retirement and health benefit plans.

He will not receive new long-term equity grants or participate in regular bonus programs, other than eligibility for a pro-rated cash bonus for the first half of fiscal 2026. If Sysco ends his advisor role before September 30, 2026 other than for cause, he will remain employed and continue to receive compensation and benefits through that date.

Rhea-AI Summary

Sysco Corporation reported the results of its 2025 Annual Meeting of Stockholders. Stockholders elected all eleven director nominees, each receiving more than 95% of votes cast, with CEO Kevin P. Hourican re-elected with 91.86% of votes cast. The advisory vote on compensation for Sysco’s named executive officers was approved by 92.99% of votes cast, indicating broad support for the current pay programs. Stockholders also ratified the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2026, with 94.75% of votes cast in favor. A stockholder proposal to require that the Board Chair and CEO roles be held by different individuals was rejected, as 65.88% of votes cast were against the proposal.

Rhea-AI Summary

Sysco Corporation furnished an 8-K to announce its results of operations and financial condition for the first quarter of fiscal 2026, tied to the period ended September 27, 2025. The company issued a press release on October 28, 2025, which is included as Exhibit 99.1.

The disclosure under Item 2.02 is being furnished, not filed, and is subject to the safe harbor for forward-looking statements. Additional risk information is referenced to Sysco’s Form 10-K for the fiscal year ended June 28, 2025, and subsequent SEC reports.

Rhea-AI Summary

Sysco Corporation replaced its existing senior revolving credit facility with a new Credit Agreement dated September 5, 2025, among Sysco Corporation, two wholly owned subsidiaries and Bank of America, N.A., as Administrative Agent. The new facility has aggregate lender commitments of $3.0 billion as of the effective date, includes an option to increase commitments to $4.0 billion, and matures on September 5, 2030. The filing identifies the Subsidiary Borrowers as Sysco Canada, Inc. and Sysco Global Holdings B.V.

The document includes a Cover Page Interactive Data File embedded in the Inline XBRL document and is signed by Jennifer K. Schott, Executive Vice President, Chief Legal Officer, dated September 8, 2025.