SYY Form 4: Phillips Executes Options, 149 Shares Withheld for Taxes

Rhea-AI Filing Summary

Ronald L. Phillips, Executive Vice President and CHRO of Sysco Corporation (SYY), reported transactions on 09/11/2025 executed under a Rule 10b5-1 trading plan. He exercised 961 stock options with an exercise price of $69.95 (options fully exercisable) and immediately sold 961 shares at $81.00. Separately, 149 shares were withheld to satisfy tax withholding on vested restricted stock units at a price of $80.19. Following these transactions, the report shows 41,352.397 shares beneficially owned by Mr. Phillips.

The filing is procedural and discloses the mechanics: option exercise, contemporaneous sale, and tax-withholding on RSU vesting, all noted as effected pursuant to a 10b5-1 plan.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, indicating pre-established instructions and reduced concerns about opportunistic timing
• Options were fully exercisable at the time of exercise, avoiding ambiguity about vesting status

Negative

• Net reduction in beneficial ownership to 41,352.397 shares after the exercise, sale, and tax-withholding
• Shares sold (961) could be perceived as insider selling, although executed under a trading plan

Insights

Financial Analyst

TL;DR: Routine insider option exercise and sale under a 10b5-1 plan; no new compensation grants or unusual terms disclosed.

The filing documents a standard equity compensation event: 961 options exercised at $69.95 and the same number of shares sold at $81.00, producing a cashless outcome. The sale was executed pursuant to a Rule 10b5-1 plan, which indicates pre-established trading instructions rather than ad hoc market timing. Additionally, 149 shares were withheld to cover tax obligations from RSU vesting. There are no disclosed new grants, loan collateralizations, or changes to beneficial ownership structure beyond the net reduction to 41,352.397 shares.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure showing adherence to a 10b5-1 plan and timely Form 4 reporting.

The report shows transparent, rule-compliant activity: transactions were executed under a documented trading plan and reported on Form 4. The filing includes the customary withholding of shares to satisfy taxes on RSU vesting and indicates that the exercised options were fully exercisable. From a governance perspective, this is a routine, properly filed insider transaction with no flagged procedural issues in the disclosed text.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Phillips Ronald L

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		M(1)		961	A	$69.95	42,462.397	D
Common Stock	09/11/2025		S(1)		961	D	$81	41,501.397	D
Common Stock	09/11/2025		F		149(2)	D	$80.19	41,352.397	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
Stock Options (Right to buy)	$69.95	09/11/2025		M(1)			961	(3)	09/10/2033	Common Stock	961	$0(4)	961	D

Explanation of Responses:

1. The exercises and sales were effected pursuant to a Rule 10b5-1 trading plan.

2. These shares were withheld upon the vesting of restricted stock units to pay tax withholding obligations.

3. Options are fully exercisable.

4. Options granted by the Compensation and Leadership Development Committee of the Company's Board of Directors pursuant to the 2018 Omnibus Incentive Plan.

Remarks:

	/s/Boyd Chapin, Attorney-in-Fact	09/12/2025
	** 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 Ronald L. Phillips report on Form 4 for SYY?

He reported exercising 961 stock options at $69.95, selling 961 shares at $81.00, and 149 shares were withheld for taxes.

When were these SYY transactions executed?

The transactions occurred on 09/11/2025 and the Form 4 was signed on 09/12/2025.

Were the transactions part of a 10b5-1 trading plan?

Yes. The filing explicitly states the exercises and sales were effected pursuant to a Rule 10b5-1 trading plan.

What is the reported beneficial ownership of Mr. Phillips after the transactions?

41,352.397 shares beneficially owned following the reported transactions.

What were the prices involved in the transactions?

Option exercise price: $69.95 per share; sale price: $81.00 per share; tax-withholding price: $80.19 per share.