SYY Form 4: EVP Legal Receives RSUs and Options with 3-Year Vesting

Rhea-AI Filing Summary

Jennifer Kaplan Schott, Executive Vice President and Chief Legal Officer of Sysco Corporation (SYY), reported equity awards granted on 08/21/2025. She received 8,180 restricted stock units (RSUs) under the 2018 Omnibus Incentive Plan, recorded at $0 for reporting purposes, bringing her total beneficial ownership to 14,858 common shares after the grant. The RSUs vest in three equal installments on 08/21/2026, 08/21/2027 and 08/21/2028. She also received 21,766 stock options with an exercise price of $80.98, exercisable in thirds on the same annual dates beginning 08/21/2026, and expiring on 08/20/2035. The grants were made by the Compensation and Leadership Development Committee pursuant to the company’s Omnibus Incentive Plan.

Positive

• Retention-focused vesting: RSUs and options vest in equal installments over three years, which supports executive retention.
• Alignment with shareholders: Award mix (RSUs plus options) ties compensation to equity performance, offering both ownership and upside potential.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine, governance-aligned executive awards aimed at retention through multi-year vesting.

The grants to the Chief Legal Officer consist of time-based restricted stock units and long-dated stock options, both approved by the Compensation and Leadership Development Committee under the company’s omnibus plan. The three-year cliff/annual installment vesting schedule aligns executive interests with multi-year performance and retention objectives. The disclosure is standard for Section 16 filings and does not indicate any change in control, accelerated vesting, or special terms.

Compensation Analyst

TL;DR: Mix of RSUs and options balances immediate equity ownership with potential upside, typical for senior executives.

The reported 8,180 RSUs provide direct equity exposure upon vesting, while 21,766 options at an $80.98 strike offer upside if share price appreciates before the 2035 expiration. Vesting in equal thirds over three years is a standard retention mechanism; the combination preserves pay-for-performance orientation while ensuring near-term retention through deferred stock delivery.

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^*

Schott Jennifer Kaplan

(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, Chief Legal Officer

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		8,180(1)	A	$0(2)	14,858	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		21,766		(3)	08/20/2035	Common Stock	21,766	$0(4)	21,766	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. 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.

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	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.
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 awards did Jennifer Kaplan Schott receive in the Form 4 for SYY?

She received 8,180 restricted stock units and 21,766 stock options with a $80.98 exercise price, both granted on 08/21/2025.

When do the RSUs and options vest for the SYY Form 4 filing?

Both the RSUs and the options vest in three equal installments on 08/21/2026, 08/21/2027, and 08/21/2028; options expire on 08/20/2035.

How many shares does Jennifer Kaplan Schott beneficially own after the reported transaction?

The Form 4 reports 14,858 shares beneficially owned following the RSU grant.

Under what plan were the awards granted in the SYY Form 4?

The awards were granted by the Compensation and Leadership Development Committee under the 2018 Omnibus Incentive Plan.

Who signed the Form 4 for the reporting person and when?

The form was signed by Boyd Chapin, Attorney-in-Fact on 08/25/2025.