[Form 4] Sysco Corporation Insider Trading Activity

Rhea-AI Filing Summary

Sysco Corporation (SYY) – Form 4, filed 24 Jul 2025: EVP & CHRO Ronald L. Phillips exercised three tranches of employee stock options on 23 Jul 2025—30,358 shares at $76.94, 962 shares at $69.95, and 6,286 shares at $74.85 (total 37,606 shares). He simultaneously sold the same number of shares at a fixed price of $81.00 under a pre-arranged Rule 10b5-1 plan.

• Gross sale proceeds: ≈ $3.04 million.
• Exercise cost: ≈ $2.87 million.
• Estimated pre-tax spread: ≈ $0.17 million.
• Post-transaction common shares owned: 30,234.963 (down ≈ 55%).
• Remaining vested options: 1,922 at $69.95 (exp. 9 Sep 2033) and 12,571 at $74.85 (exp. 9 Aug 2033); the $76.94 grant is fully exercised.

The filing signals a sizable reduction in the insider’s direct equity stake, though sales were executed via a 10b5-1 plan, mitigating concerns about timing. No new option grants or company-level financial data are disclosed.

Positive

• None.

Negative

• Insider reduced direct ownership by ~37,600 shares, a ~55 % drop, which could be interpreted as weakening alignment with shareholders.

Insights

Securities Analyst

TL;DR – Neutral: routine 10b5-1 option exercise coupled with ~$3 m sale; insider stake halved.

Phillips monetised 37.6 k shares, pocketing a modest spread while trimming his direct ownership to ~30 k shares. Because transactions were pre-scheduled under Rule 10b5-1, market-timing risk is low. However, a ~55 % reduction in holdings can still be viewed as a mild negative sentiment indicator. The dollar amount (≈ $3 m) is immaterial relative to Sysco’s $38 bn market cap, so the event should not affect valuation.

Corporate Governance Expert

TL;DR – Planned sale limits governance concern; watch pace of future disposals.

Use of an established 10b5-1 plan aligns with best-practice insider-trading controls. The large share sale narrows alignment between the executive and shareholders but still leaves a meaningful residual stake. No red flags on option pricing or grant terms. Overall governance impact is limited.

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).

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)
07/23/2025

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	07/23/2025		M(1)		30,358	A	$76.94	60,592.963	D
Common Stock	07/23/2025		M(1)		962	A	$69.95	61,554.963	D
Common Stock	07/23/2025		M(1)		6,286	A	$74.85	67,840.963	D
Common Stock	07/23/2025		S(1)		30,358	D	$81	37,482.963	D
Common Stock	07/23/2025		S(1)		962	D	$81	36,520.963	D
Common Stock	07/23/2025		S(1)		6,286	D	$81	30,234.963	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)	$76.94	07/23/2025		M(1)			30,358	(2)	08/18/2031	Common Stock	30,358	$0(3)	0	D
Stock Options (Right to buy)	$69.95	07/23/2025		M(1)			962	(2)	09/10/2033	Common Stock	962	$0(3)	1,922	D
Stock Options (Right to buy)	$74.85	07/23/2025		M(1)			6,286	(2)	08/09/2033	Common Stock	6,286	$0(3)	12,571	D

Explanation of Responses:

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

2. Options are fully exercisable.

3. 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	07/24/2025
	** 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

How many Sysco (SYY) shares did EVP Ronald L. Phillips sell on 23 Jul 2025?

He sold 37,606 common shares at $81.00 each.

Were the Sysco insider sales pre-planned?

Yes, all exercises and sales were executed under a Rule 10b5-1 trading plan.

What is Ronald L. Phillips’ remaining Sysco shareholding after the transactions?

He now holds 30,234.963 common shares directly.

How much cash did the insider realize from the sale?

Gross proceeds were approximately $3.04 million.

Does the Form 4 disclose any new option grants?

No; it only reports the exercise and sale of previously granted options.