SYY Form 4: CEO Hourican Nets 24k Shares After Tax Withholding

Rhea-AI Filing Summary

Sysco Corp. (SYY) – Form 4 filing dated 08/01/2025. Chair, President & CEO Kevin Hourican reported changes in direct ownership stemming from the 2018 Omnibus Incentive Plan.

• Acquisition: 39,544.758 common shares automatically issued on 07/31/2025 upon vesting of performance share units (PSUs) granted in Aug-2022. Vesting was based on pre-set financial metrics covering fiscal 2023-2025.
• Disposition for taxes: 15,561 shares were simultaneously withheld to satisfy statutory tax obligations.
• Price reference: $80.11 per share was used for both the share issuance and tax-withholding disposition.
• Resulting holdings: Hourican now owns 433,170.053 common shares directly.

No derivative securities were reported. The filing was signed by Attorney-in-Fact Boyd Chapin.

Positive

• Performance targets met: PSUs vested, indicating Sysco achieved pre-established fiscal 2023-25 goals.
• Increased insider alignment: CEO’s direct ownership rises by roughly 24 k shares to 433 k shares.

Negative

• No open-market buying: Shares were granted, not purchased, limiting bullish inference.
• Share withholding: 15,561 shares immediately sold to cover tax, adding minor selling pressure.

Insights

Securities Analyst

TL;DR: Performance-based share vesting boosts CEO’s stake; routine tax withholding, neutral market signal.

The CEO’s net addition (~24 k shares) reflects achievement of fiscal 2023-25 performance goals set by Sysco’s Compensation Committee. Because shares were issued under a long-term incentive plan—not an open-market purchase—the transaction does not necessarily reflect an active valuation opinion. Withholding for taxes is procedural. Hourican’s direct holding rises to ~433 k shares, modest relative to Sysco’s ~509 m shares outstanding, but the vesting confirms internal performance targets were met. Overall impact on float and sentiment is minimal.

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
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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^*

Hourican Kevin

(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
X	Officer (give title below)		Other (specify below)
	Chair and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		A		39,544.758(1)	A	$80.11	448,731.053	D
Common Stock	07/31/2025		F		15,561(2)	D	$80.11	433,170.053	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. Shares received upon the vesting of performance share units granted by the Compensation and Leadership Development Committee of the Company's Board of Directors (the "Committee") pursuant to the 2018 Omnibus Incentive Plan. These performance share units were granted by the Committee in August 2022. The number of shares of common stock received upon the vesting of these performance share units was determined based upon the Company's performance with regard to pre-established financial performance metrics for the performance period from fiscal 2023 to fiscal 2025.

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

Remarks:

	/s/Boyd Chapin, Attorney-in-Fact	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Sysco (SYY) shares did CEO Kevin Hourican acquire?

He received 39,544.758 common shares through PSU vesting on 07/31/2025.

Why were some shares disposed of in this Form 4 filing?

15,561 shares were withheld automatically to satisfy tax obligations related to the vesting event.

What is Kevin Hourican’s total direct ownership after the transaction?

His direct holding increased to 433,170.053 shares of Sysco common stock.

What plan governed the vested performance share units?

The PSUs were issued under Sysco’s 2018 Omnibus Incentive Plan and granted in August 2022.

Was there any price information disclosed for the transaction?

Yes, both acquisition and withholding used a reference price of $80.11 per share.