SYY Form 4: Director Elects 61 Shares Under 2018 Omnibus Plan

Rhea-AI Filing Summary

Sysco Corporation director Daniel J. Brutto reported a transaction dated 09/30/2025 electing to receive 61 shares of Common Stock in lieu of a portion of his non-employee director cash retainer for service as Chair of the Sustainability Committee. The reported share price for the acquisition was $81.84. After the transaction the filing lists 35,628.306 shares as beneficially owned following the reported transaction. The shares were issued under the Sysco Corporation 2018 Omnibus Incentive Plan. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Director alignment with shareholders: Director elected equity in lieu of cash, which aligns his compensation with shareholder interests.
• Proper disclosure: Transaction reported under the Sysco 2018 Omnibus Incentive Plan with date, price, and post-transaction beneficial ownership.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity election to receive stock instead of cash; consistent with compensation practices, limited governance impact.

The filing documents a common, non-disruptive compensation election by a director to take stock in lieu of cash retainer fees. The transaction was executed under the company's existing equity incentive plan and reflects standard alignment of director interests with shareholders. The size of the issuance (61 shares) and the reported price ($81.84) are small relative to total reported beneficial ownership and do not indicate any change in control, material dilution, or unusual governance actions. This is a compliance filing required by Section 16 and appears routine.

Securities Compliance Analyst

TL;DR: Form 4 properly discloses a non-derivative acquisition under the company equity plan; no red flags in disclosure.

The Form 4 identifies the transaction type as an acquisition of Common Stock and cites the specific plan governing the issuance. The report includes transaction date, price per share, and beneficial ownership after the transaction, and it was signed by an authorized attorney-in-fact. From a disclosure and reporting perspective, the form contains the expected elements for a director's in-lieu equity election and fulfills Section 16 reporting obligations.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brutto Daniel J

(Last) (First) (Middle)

1390 ENCLAVE PARKWAY

(Street)

HOUSTON TX 77077

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SYSCO CORP [ SYY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2025		A		61(1)	A	$81.84	35,628.306	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares elected to be received in lieu of a portion of non-employee director annual cash retainer fees for services as Chair of the Sustainability Committee pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan.

Remarks:

	/s/Boyd Chapin, Attorney-in-Fact	09/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Daniel J. Brutto report on Form 4 for SYY?

He reported acquiring 61 shares of Sysco common stock on 09/30/2025 in lieu of part of his director cash retainer.

Under what plan were the shares issued for the SYY Form 4 filing?

The shares were issued pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan.

What price was reported for the shares on the Form 4 (SYY)?

The reported price per share for the acquisition was $81.84.

How many shares did the filing show as beneficially owned after the transaction (SYY)?

The Form 4 lists 35,628.306 shares as beneficially owned following the reported transaction.

Who signed the Form 4 for Daniel J. Brutto (SYY)?

The Form 4 was signed on behalf of the reporting person by Boyd Chapin, Attorney-in-Fact on 09/30/2025.