Sysco Corporation filings document formal disclosures for a NYSE-listed foodservice distribution company with common stock trading under SYY. Recent Form 8-K reports cover operating results and financial condition, material definitive agreements, capital-structure matters, and governance changes involving senior finance and digital leadership roles.
The filing record also documents debt financing through senior notes issued under supplemental indentures and a shelf registration statement, along with related exhibits and security registration details. These disclosures connect Sysco’s public-company reporting to its food-away-from-home distribution business, capital markets activity, executive-compensation arrangements and board oversight matters.
Sysco Corporation asks stockholders to elect 12 directors for one-year terms, vote on named executive compensation and ratify Ernst & Young LLP as its independent registered public accounting firm for fiscal year 2027 at the virtual annual meeting on November 13, 2026. Holders of record on September 16, 2026, may vote; 491,927,413 common shares were issued and outstanding on that date. If all 12 nominees are elected, the Board has approved reducing its size from 13 to 12 after the meeting.
For fiscal year 2026, Sysco reported $84.6 billion in sales, up 3.9% from the prior year; $3.6 billion in adjusted operating income, up 2.6%; and adjusted diluted EPS of $4.61, above its full-year guidance range. Cash from operations was $2.6 billion, and $1.2 billion was returned through dividends and share buybacks. Adjusted operating income and adjusted EPS are non-GAAP measures. Sysco also has a planned acquisition of Jetro Restaurant Depot. Jason W. Murray, Shipium’s Co-Founder and Chief Executive Officer, and Thomas Ondrof, former Aramark Executive Vice President and Chief Financial Officer, joined the Board in September 2026. Alison Kenney Paul is Lead Independent Director, and Larry Glasscock’s Board service concludes at the annual meeting.
Sysco Corporation and co-issuer Sysco Holdings Corporation issued and sold C$750 million aggregate principal amount of 4.250% Senior Notes due 2030 and C$750 million aggregate principal amount of 4.800% Senior Notes due 2034. Interest is payable in cash semi-annually in arrears on April 3 and October 3, beginning April 3, 2027; the notes mature on October 3, 2030, and October 3, 2034, respectively.
The issuers received approximately C$1.49 billion in net proceeds after underwriters’ discounts and estimated offering expenses. They intend to use the proceeds to pay a portion of the cash consideration for the pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, along with related fees, costs and expenses; if the acquisition is not consummated, they intend to use the proceeds to pay for the Special Mandatory Redemption.
The notes are unsecured obligations that rank equally with the issuers’ other unsecured senior indebtedness, are effectively junior to future secured indebtedness to the extent of the collateral’s value, and rank senior to future subordinated indebtedness. Sysco Holdings also guarantees Sysco Corporation’s existing senior notes; that guarantee is a senior unsecured obligation ranking pari passu with Sysco Holdings’ existing and future unsecured indebtedness, including the notes.
Sysco Corporation and Sysco Holdings Corporation entered underwriting agreements for offerings of senior and junior subordinated notes. The USD senior notes are $1,750 million at 5.450% due 2029; $2,000 million at 5.600% due 2031; $1,500 million at 5.800% due 2033; $2,000 million at 5.950% due 2036; $1,000 million at 6.400% due 2046; $1,750 million at 6.500% due 2056; and $750 million at 6.600% due 2066. The CAD senior notes are C$750 million at 4.250% due 2030 and C$750 million at 4.800% due 2034.
USD junior subordinated notes are $1,500 million at 7.100%, $1,000 million at 7.250%, and $1,400 million at 7.350%, each due 2056; EUR junior subordinated notes are €1,000 million at 6.000% due 2056. Certain subsidiary guarantors are also parties to the agreements. The CAD offerings are expected to close September 25, 2026, subject to customary closing conditions; the USD and EUR offerings are expected to close October 6, 2026, subject to customary closing conditions.
Sysco Corporation (SYY) and its wholly owned subsidiary Sysco Holdings Corporation are offering seven series of unsecured senior notes: $1.75 billion at 5.450% due 2029; $2 billion at 5.600% due 2031; $1.5 billion at 5.800% due 2033; $2 billion at 5.950% due 2036; $1 billion at 6.400% due 2046; $1.75 billion at 6.500% due 2056; and $750 million at 6.600% due 2066. Interest is payable semi-annually.
The issuers estimate net proceeds of approximately $10.64 billion after underwriting discounts and estimated offering expenses. If the JRD Acquisition Transactions close, proceeds, other financing proceeds and cash on hand are intended to fund the cash consideration and related costs. The offering is not contingent on closing. If a Special Mandatory Redemption Event occurs, all series except the 2036 notes must be redeemed at 101% of principal plus accrued and unpaid interest; the 2036 notes remain outstanding.
The notes rank as unsecured senior obligations and are structurally subordinated to liabilities of non-guarantor subsidiaries. After giving pro forma effect to the acquisition and financing, net debt as of June 27, 2026 would have been $32.286 billion; net debt to EBITDA adjusted for Certain Items would have been 4.89x.
Sysco Corporation (SYY) and its wholly owned subsidiary Sysco Holdings Corporation are offering C$750,000,000 of 4.250% senior notes due October 3, 2030, and C$750,000,000 of 4.800% senior notes due October 3, 2034. Interest is payable semiannually on April 3 and October 3, beginning April 3, 2027. Estimated net proceeds are approximately C$1.49 billion after underwriting discounts and estimated offering expenses.
The issuers intend to use the proceeds, alongside other financing and cash on hand, to pay the cash consideration and related costs for Sysco’s proposed acquisition of Jetro Restaurant Depot; the notes offering is not contingent on closing. If the acquisition does not close by March 30, 2028 (or a later date agreed by the parties), Sysco gives written notice that the merger agreement has terminated, or Sysco notifies the trustee in writing and publicly announces that it will not pursue the deal, the issuers must redeem the notes at 101% of principal plus accrued and unpaid interest to, but excluding, the redemption date. As of June 27, 2026, pro forma total debt after the acquisition and financing transactions would have been approximately $34.4 billion. The notes are unsecured senior obligations and are structurally subordinated to liabilities of non-guarantor subsidiaries.
Sysco Corporation (SYY) and co-issuer Sysco Holdings Corporation are offering $3.9 billion aggregate principal amount of junior subordinated notes due 2056: $1.5 billion of Series A notes at an initial 7.100% rate, $1.0 billion of Series B notes at 7.250%, and $1.4 billion of Series C notes at 7.350%. Interest is payable semi-annually, subject to the issuers’ option to defer payments. After the initial periods, rates reset based on the Five-year U.S. Treasury Rate; Series A and B also have scheduled rate step-ups.
The issuers estimate net proceeds of approximately $3.8 billion and intend to use them with other financing proceeds and cash on hand to fund the Jetro Restaurant Depot acquisition and related costs if it closes. The proposed transaction includes $21.6 billion in cash, subject to customary adjustments, and 91.5 million Sysco Holdings shares for Jetro Restaurant Depot equity holders. If the acquisition has not closed by March 30, 2028 (or a later date agreed by the parties), the merger agreement is terminated and Sysco notifies the trustee, or Sysco notifies the trustee and publicly announces it will not pursue the acquisition, the notes must be redeemed at 101% of principal plus accrued and unpaid interest. The notes are unsecured, junior subordinated obligations and are not intended to be listed on an exchange.
Sysco Corporation (SYY), with Sysco Holdings Corporation as co-issuer, is offering €1,000,000,000 aggregate principal amount of 6.000% junior subordinated notes due October 6, 2056. The notes pay an initial 6.000% annual interest rate, with the rate resetting every five years after the First Reset Date to the applicable Five-year Swap Rate plus the Initial Margin. The formula adds 0.25% beginning October 6, 2037 and 1.00% beginning October 6, 2052. Interest is payable annually beginning October 6, 2027, but may be deferred for up to 10 consecutive years if no event of default is continuing; deferred interest accrues additional interest.
The Issuers estimate net proceeds of approximately €0.99 billion after underwriting discounts and estimated expenses. If the JRD Acquisition Transactions are consummated, they intend to use the proceeds with other financing proceeds and cash on hand for the cash consideration and related costs. Under the merger agreement, Jetro Restaurant Depot equity holders would receive $21.6 billion in cash, subject to customary adjustments, and 91.5 million Sysco Holdings shares. If the acquisition does not close by March 30, 2028 (or a later agreed date), the merger agreement terminates before closing, or Sysco announces it will not pursue closing, the notes must be redeemed at 101% of principal plus accrued and unpaid interest. The offering is not contingent on the acquisition closing.
SYSCO CORP (SYY), together with Sysco Holdings Corporation, is launching a multi‑tranche offering of senior unsecured notes maturing between 2029 and 2066 under its automatic shelf registration, with each series initially guaranteed by key wholly owned domestic subsidiaries.
The notes are intended to help finance Sysco Corporation’s planned acquisition of Jetro Restaurant Depot (JRD) via a cash‑and‑stock transaction in which JRD holders will receive $21.6 billion in cash (subject to adjustments) and 91.5 million Sysco Holdings shares, leaving legacy Sysco stockholders owning about 84% of Sysco Holdings and former JRD holders about 16%. If the JRD deal is not completed by agreed deadlines, is terminated, or is abandoned, all series except the 2036 notes are subject to a Special Mandatory Redemption at 101% of principal plus accrued interest.
On a pro forma basis after the transaction, total debt would be about $34.4 billion with Net Debt of $32.3 billion, and Net Debt to EBITDA adjusted for Certain Items of 4.89x, reflecting a materially more leveraged capital structure.
Sysco Corporation (SYY) and its subsidiary Sysco Holdings are issuing Canadian dollar‑denominated senior notes maturing in 2030 and 2034 to help finance the planned acquisition of JRD Unico, Inc. and Warehouse Realty (Jetro Restaurant Depot). The notes are senior unsecured obligations of the co‑issuers and will be fully and unconditionally guaranteed by Sysco Corporation’s existing U.S. senior‑note guarantor subsidiaries.
Net proceeds, together with other new loans, an equity offering and cash on hand, are intended to fund the cash portion of the JRD Acquisition Transactions, in which Jetro Restaurant Depot equity holders will receive $21.6 billion in cash (subject to adjustments) and 91.5 million Sysco Holdings shares. After closing, former Sysco stockholders are expected to own about 84% and former Jetro holders about 16% of Sysco Holdings. If the acquisition is not completed by the agreed outside date, is terminated, or is abandoned, the notes must be redeemed at 101% of principal plus accrued interest under a special mandatory redemption.
The notes feature optional redemption, a tax‑redemption right and a Change of Control Repurchase Event put at 101% of principal. On a pro forma basis as of June 27, 2026, Sysco and its subsidiaries would have had about $34.4 billion of total debt, Net Debt of $32.3 billion and EBITDA adjusted for Certain Items of $6.6 billion, implying pro forma Net Debt to adjusted EBITDA of 4.89x. Non‑guarantor subsidiaries would account for about 79.2% of total assets and 49.4% of sales, so the notes are structurally subordinated to their liabilities.