SYY Form 4: 3,961 RSUs Granted; 10,540 Options at $80.98 Strike

Rhea-AI Filing Summary

Victoria L. Gutierrez, Senior Vice President of Sysco Corporation (SYY), reported equity awards and related share withholding on a Form 4. On 08/21/2025 she was granted 3,961 restricted stock units (RSUs) under the 2018 Omnibus Incentive Plan; the RSUs vest one-third on each of 08/21/2026, 08/21/2027 and 08/21/2028. Following that grant her beneficial ownership was reported as 14,267.815 shares (direct). On 08/22/2025 315 shares were withheld upon vesting to satisfy tax withholding, leaving 13,952.815 shares beneficially owned. The filing also discloses a grant of 10,540 stock options with an exercise price of $80.98; one-third of the options vest and become exercisable on each of 08/21/2026, 08/21/2027 and 08/21/2028, and the options expire 08/20/2035.

Positive

• Grant of 3,961 RSUs with explicit three-year vesting supports long-term alignment between the executive and shareholders
• 10,540 stock options granted with defined exercise price ($80.98) and long expiration (08/20/2035) provide long-term incentive retention

Negative

• 315 shares withheld upon RSU vesting to satisfy tax obligations reduced direct beneficial ownership from 14,267.815 to 13,952.815 shares

Insights

Financial Analyst

TL;DR: Insider received multi-year RSU and option grants, indicating standard executive compensation rather than a market-moving event.

The reported transactions show a typical incentive package: time‑vested RSUs and stock options that align executive compensation with long-term shareholder value. The RSU grant of 3,961 shares vests over three years and one tranche was net‑settled for tax withholding (315 shares). The option grant of 10,540 shares carries an exercise price of $80.98 and a ten-year-plus contractual life to 08/20/2035, with vesting beginning 08/21/2026. For modeling, treat these as standard dilutionary instruments that will only affect share count upon vesting/exercise; no immediate cash proceeds were received by the reporting person for the RSUs and the withholding reduced direct share holdings.

Corporate Governance Expert

TL;DR: Grants follow committee-approved plan and include multi-year vesting, consistent with retention and alignment practices.

The Compensation and Leadership Development Committee administered both the RSU and option awards under the 2018 Omnibus Incentive Plan, as disclosed. Vesting schedules staggered annually over three years provide retention incentives. The tax-withholding event is an administrative outcome when RSUs vest and does not reflect a voluntary sale. Documentation on the Form 4 is complete regarding vesting dates, exercisability, and expiration, supporting transparent insider 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

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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).

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^*

Gutierrez Victoria 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)
	SVP

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		A		3,961(1)	A	$0(2)	14,267.815	D
Common Stock	08/22/2025		F		315(3)	D	$80.98	13,952.815	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)	$80.98	08/21/2025		A		10,540		(4)	08/20/2035	Common Stock	10,540	$0(5)	10,540	D

Explanation of Responses:

1. Restricted stock units granted by the Compensation and Leadership Development Committee of the Company's Board of Directors pursuant to the 2018 Omnibus Incentive Plan.

2. One-third of the restricted stock units shall vest in equal installments on 08/21/2026, 08/21/2027 and 08/21/2028, respectively.

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

4. One-third of the shares covered by the grant vest and are exercisable on 8/21/2026, 8/21/2027 and 8/21/2028, respectively. No options may be exercised prior to 8/21/2026. Options will expire on 8/20/2035.

5. 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	08/25/2025
	** 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.
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FAQ

What transactions did Victoria L. Gutierrez report on Form 4 for SYY?

The filing reports a grant of 3,961 RSUs on 08/21/2025, withholding of 315 shares on 08/22/2025 for taxes, and a grant of 10,540 stock options with an exercise price of $80.98.

When do the RSUs and options vest for the SYY insider?

Both the RSUs and the options vest one-third on each of 08/21/2026, 08/21/2027 and 08/21/2028. Options are not exercisable before 08/21/2026.

How many shares does Victoria Gutierrez beneficially own after these transactions?

After the RSU grant and subsequent withholding, the filing shows beneficial ownership of 13,952.815 shares (direct).

What is the exercise price and expiration date of the options granted to the SYY officer?

The options have an exercise price of $80.98 and expire on 08/20/2035.

Were the equity awards granted under a company plan?

Yes. The RSUs and options were granted by the Compensation and Leadership Development Committee under the 2018 Omnibus Incentive Plan as disclosed in the Form 4.