SYY Form 4: Keller awarded RSUs and $80.98 strike options

Rhea-AI Filing Summary

Gregory S. Keller, SVP of Sysco Corporation (SYY), reported equity awards and related share activity. On 08/21/2025 he was granted 4,148 restricted stock units (RSUs) under the 2018 Omnibus Incentive Plan that vest in three equal annual installments beginning 08/21/2026. He also received a grant of 11,037 stock options at a $80.98 exercise price that vest one-third annually beginning 08/21/2026 and expire 08/20/2035. On 08/22/2025, 560 shares were withheld to satisfy tax withholding upon RSU vesting. Following the reported transactions his direct beneficial ownership is listed as 20,875.693 shares and 11,037 options.

Insights

Financial Analyst

TL;DR: Routine executive compensation grants align management with shareholder value but are not materially transformative.

The filing documents standard long-term incentive awards: time-based RSUs and stock options with multi-year vesting that encourage retention and alignment with equity performance. The option strike of $80.98 sets the economic hurdle for upside realization. The withholding of 560 shares for taxes is administrative and reduces net share count immediately held by the reporting person. For investors, these are typical compensation mechanics rather than material corporate events.

Corporate Governance Expert

TL;DR: Compensation committee-issued awards reflect typical governance practices to retain senior executives.

The awards were approved by the Compensation and Leadership Development Committee under the company omnibus plan, indicating standard governance oversight. Vesting schedules and ten-year option life are conventional; staged vesting mitigates churn risk. No accelerated vesting, insider sales, or unusual terms are disclosed, so governance implications are routine.

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).

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^*

Keller Gregory Scott

(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		4,148(1)	A	$0(2)	21,435.693	D
Common Stock	08/22/2025		F		560(3)	D	$80.98	20,875.693	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		11,037		(4)	08/20/2035	Common Stock	11,037	$0(5)	11,037	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 equity awards did Sysco (SYY) reporting person Gregory S. Keller receive on 08/21/2025?

Mr. Keller was granted 4,148 restricted stock units (RSUs) and 11,037 stock options with an exercise price of $80.98.

When do the RSUs and options vest and when do options expire?

One-third of both the RSUs and options vest on 08/21/2026, 08/21/2027 and 08/21/2028; options expire on 08/20/2035.

Why were 560 shares reported on 08/22/2025 and what was the price?

On 08/22/2025, 560 shares were withheld to satisfy tax withholding upon RSU vesting; the reported price associated with the withholding transaction is $80.98.

What is Gregory Keller’s beneficial ownership after the transactions?

The Form 4 lists Mr. Keller as owning 20,875.693 shares (direct) and 11,037 options following the reported transactions.

Under what plan were the awards granted?

The RSUs and options were granted under the company’s 2018 Omnibus Incentive Plan by the Compensation and Leadership Development Committee.