SYY insider filing: PSU vesting boosts SVP Keller’s stake

Rhea-AI Filing Summary

Sysco Corporation (SYY) – Form 4 insider filing: Senior Vice-President Gregory Scott Keller reported two related transactions on 31-Jul-2025 stemming from the vesting of 2022 performance share units (PSUs) granted under the 2018 Omnibus Incentive Plan.

• Acquisition (Code A): 3,267.572 common shares issued upon PSU vesting, recorded at a reference price of $80.11.
• Disposition (Code F): 1,286 shares automatically withheld at the same $80.11 price to satisfy tax-withholding obligations.

Net result is an increase of ≈1,982 shares, lifting Keller’s direct ownership to 17,594.693 shares (≈$1.4 million at the stated price). No derivative securities were involved.

The filing signals that Sysco met its pre-set FY23-FY25 performance targets, triggering PSU vesting, but does not represent an open-market purchase. While incremental insider ownership can be viewed positively, the economic impact (<$0.2 million) is immaterial to Sysco’s $40 billion market cap and offers limited insight into near-term fundamentals.

Positive

• Performance targets achieved: Vesting of 2022 PSUs implies Sysco met multi-year financial goals.
• Insider ownership rises: Keller’s stake increases by ~2k shares, modestly strengthening management-shareholder alignment.

Negative

• No discretionary buying: Shares were issued, not purchased, limiting bullish signal strength.
• Financial immateriality: ~$160k value is insignificant relative to Sysco’s market capitalization and trading volume.

Insights

Securities Analyst

TL;DR – Routine PSU vesting; negligible valuation impact.

The award confirms management achieved performance hurdles, yet the transaction is administrative rather than discretionary. Keller’s net 1,982-share increase (~$160k) modestly aligns incentives but is immaterial versus Sysco’s float. No new information on earnings, guidance, or strategic direction is provided, so the filing is neutral for valuation models and portfolio positioning.

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).

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)
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		3,267.572(1)	A	$80.11	18,880.693	D
Common Stock	07/31/2025		F		1,286(2)	D	$80.11	17,594.693	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

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.
* 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 triggered the insider transaction at Sysco (SYY)?

The vesting of 2022 performance share units based on FY23-FY25 metrics released 3,267.572 shares to SVP Gregory Scott Keller.

How many Sysco shares did Gregory Scott Keller acquire and dispose of?

He received 3,267.572 shares and had 1,286 shares withheld for taxes, for a net gain of about 1,982 shares.

What is Keller’s new total ownership in Sysco stock?

After the transactions, he directly owns 17,594.693 common shares.

Was this an open-market purchase by the insider?

No. The shares were issued upon PSU vesting (Code A), and tax withholding (Code F) accounted for the disposition.

Does the filing reveal any new financial guidance for Sysco?

No. The Form 4 solely reports insider share movements and contains no earnings or guidance data.