Sysco (SYY) 10-K risk factor changes: FY2025 vs FY2024

Public health crises, pandemics and epidemics could adversely affect our business, financial condition and results of [removed: operations.][added: operations, and disrupt the operations of our business partners, suppliers and customers.]

[removed: While our operations have generally stabilized since the peak of the COVID-19 pandemic, we] [added: We] cannot predict with certainty the extent to which our operations may be impacted in the future by [removed: any similar] [added: the] effects of [removed: a more severe variant of COVID-19 or other] public health crises, pandemics, or epidemics on us or on our business partners, suppliers and customers.

Fear of these or similar events may [removed: further] alter consumer confidence, behavior and spending patterns, and could adversely affect the economies and financial markets of many countries (or globally), resulting in an economic downturn that could affect customers’ demand for our products.

In response to [removed: the outbreak of COVID-19 and its development into a pandemic,] [added: public health crises,] governmental authorities in many countries in which we, our customers and our suppliers [removed: were] [added: are] present and [removed: operated, imposed] [added: operate, may impose] mandatory closures, [removed: sought] [added: seek] voluntary closures and [removed: imposed] [added: impose] restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions.

Among other matters, these actions [removed: required] [added: could require] or strongly [removed: urged] [added: urge] various venues where foodservice products [removed: were] [added: are] served, including restaurants, schools, hotels and cruise liners, to reduce or discontinue operations, which [added: could] adversely [removed: affected] [added: affect] demand in the foodservice industry, including demand for our products and services.

[added: The price] and [added: supply of fuel can fluctuate significantly based on international, political and] economic circumstances (such as the invasion of Ukraine by the Russian Federation [removed: (Russia))] [added: (Russia) or military conflicts in the Middle East)] as well as other factors outside our control, such as actions by the Organization of the Petroleum Exporting Countries (OPEC) and other oil and gas producers, regional production patterns, weather conditions and environmental [removed: concerns.]

Local or regional geopolitical events, such as Brexit and, civil unrest in France in 2023 related to socioeconomic issues, have negatively impacted our [removed: operations.][added: operations in the past.]

In addition, military conflicts, such as the invasion of Ukraine by Russia and [added: conflicts in] the [removed: Israel-Hamas War,] [added: Middle East,] or other geopolitical events, can negatively impact global demand.

Although our business has not been materially impacted to date by [removed: the] ongoing [removed: invasion of Ukraine by Russia or the Israel-Hamas War,] [added: military conflicts,] it is impossible to predict the extent to which our operations, or those of our suppliers and customers, will be impacted in the short and long term, or the ways in which the conflict may impact our business.

These conditions include shortages of qualified labor for our suppliers, work slowdowns, work interruptions, strikes or other job actions by employees of suppliers, short-term weather conditions or more prolonged climate change, crop and other agricultural conditions, water shortages, transportation interruptions (such as shortages of ocean cargo containers), unavailability of fuel or increases in fuel costs, product recalls, competitive demands, civil insurrection or social unrest, terrorist attacks or international hostilities (such as [removed: the invasion of Ukraine by Russia] [added: ongoing military conflicts), changes in trade relations] and [removed: the Israel-Hamas War)] [added: policies, including tariffs, retaliatory tariffs] and [added: other trade barriers, and] natural disasters, epidemics, pandemics or other human or animal disease outbreaks or other catastrophic events (including, but not limited to, foodborne illnesses).

Climate [removed: change, or] [added: change and other social and governance matters, as well as] the legal, regulatory or market measures being implemented to address [removed: climate change,] [added: such matters,] may have an adverse impact on our business, results of operations and financial condition.

time to time we establish and publicly announce goals and commitments related to [removed: corporate social responsibility] [added: sustainability] matters, including those related to reducing our impact on the environment.

Our current sustainability goals include to reduce our Scope 1 & 2 emissions by 27.5% by 2030 and [removed: strongly] [added: to continue to] encourage suppliers [removed: representing 67% of] [added: to reduce] Scope 3 emissions (focusing on purchased goods and services and upstream transportation [removed: suppliers) to set science-based targets by 2026.][added: suppliers).]

While we remain committed to being responsive to climate change and reducing our [removed: carbon] [added: greenhouse gas] footprint, there can be no assurance that our goals and strategic plans to achieve those goals will be successful, that the costs related to climate transition will not be higher than expected, that the necessary technological advancements will occur in the timeframe we expect, or at all, or that proposed regulation or deregulation related to climate change will not have a negative competitive impact, any one of which could have a material adverse effect on our business, financial condition and results of operations.

Our processes and controls for reporting climate-related information across our operations are evolving along with multiple disparate standards for identifying, measuring and reporting sustainability metrics, including disclosures that may be required by the SEC, European and other regulators, [added: such as the Corporate Sustainability Reporting Directive (CSRD) in the European Union] and [added: the California Climate Accountability Package, and] such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or our ability to achieve such goals in the future.

[removed: In addition,] [added: Any] adverse publicity about regulatory or legal action against us could damage our reputation and image, undermine our customers’ confidence in us and reduce short-term or long-term demand for our products and services, even if the regulatory or legal action is unfounded or not material to our operations.

We may not be able to retain or renew existing agreements, maintain relationships with any of our customers on acceptable terms, or at all, or collect amounts that insolvent [removed: customers might owe us.]

If our products are alleged to have caused [removed: injury or] [added: injury,] illness, or [added: death, or] to have failed to comply with governmental regulations, we may need to recall or withdraw our products and may experience product liability claims.

We, like any other foodservice distributor, [added: have been and] may [added: continue to] be subject to product recalls, including voluntary recalls or withdrawals, if the products we distribute [added: have been shown to or] are alleged to have caused [removed: injury or] [added: injury,] illness, [added: or death,] to have been mislabeled, misbranded, or adulterated or to otherwise have violated applicable governmental regulations.

Any [removed: future] product recall or [removed: withdrawal] [added: withdrawal, whether as a result of injury, illness or death or otherwise and] that results in substantial and unexpected expenditures, destruction of product inventory, damage to our reputation and/or lost sales due to the unavailability of the product for a period of time could materially adversely affect our results of operations and financial condition.

[removed: We] [added: In the past we have, and in the future we may] also face the risk of exposure to product liability claims if the use of products sold by Sysco [added: does cause or] is alleged to have caused [removed: injury] [added: injury, illness,] or [removed: illness.][added: death.]

[removed: We cannot be sure that consumption of] our products will not cause a health-related [removed: illness] [added: illness, injury or death] in the future or that we will not be subject to claims or lawsuits relating to such matters.

Further, even if a product liability claim is [added: false, untrue,] unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused [removed: illness or] [added: illness,] injury [added: or death] could adversely affect our reputation with existing and potential customers and our corporate and brand image.

We generally seek contractual indemnification and insurance coverage from parties supplying our products, but this indemnification or insurance coverage is limited, as a practical matter, to [added: the creditworthiness of the indemnifying party and the insured limits of any insurance provided by suppliers.]

If we do not have adequate insurance or contractual indemnification [removed: available,] [added: available (or if such indemnitor is unable to fulfill its indemnity obligations for whatever reason),] product liability relating to defective products [added: or claims] could materially adversely affect our results of operations and financial condition.

[removed: out] [added: Proposed or recently enacted legal requirements, such as those requiring the phase-out] of certain ozone-depleting substances, and proposals for the regulation of greenhouse gas emissions, may require us to upgrade or replace equipment, or may increase our transportation or other operating costs.

In the normal course of business, we and our third-party providers experience cybersecurity threats and incidents of varying degrees from time-to-time, including [removed: ransomware] [added: ransomware, ransom-related extortion,] and phishing attacks, as well as distributed denial of service attacks and the theft of data.

For example, [removed: as disclosed] in [removed: our Quarterly Report on Form 10-Q for our third quarter of fiscal 2023, in] March 2023, Sysco became aware of a cybersecurity event perpetrated by a threat actor believed to have begun [removed: in January 2023.][added: earlier that year.]

[removed: Potential consequences of a future material cybersecurity incident include: business disruption; disruption to systems; theft, destruction, loss, corruption, misappropriation or unauthorized release of sensitive and/or confidential information or] intellectual property (including personal information in violation of one or more privacy laws); loss of revenue; reputational and brand damage; and potential liability, including litigation or other legal actions against us or the imposition by governmental authorities of penalties, fines, fees or liabilities, which, in turn, could cause us to incur significantly increased cybersecurity protection and remediation costs and the loss of customers.

[added: We] have also outsourced several information technology support services and administrative functions to third-party service providers, including cloud-based service providers, and may outsource other functions in the future to achieve cost savings and efficiencies.

In addition, [added: through the use of social engineering,] cyber criminals are increasing their attacks on individual employees with business email compromise scams [added: and targeted phishing attacks] designed to trick victims into transferring sensitive data or funds, or steal credentials that compromise information systems.

Further, we anticipate continuing to devote significant resources to maintaining and upgrading our security measures generally, including those we employ [added: that are designed] to protect personal information against these cybersecurity threats.

[removed: Failure to] comply with data privacy laws can result in substantial fines or penalties, legal liability and / or reputational damage and litigation.

In the UK and Europe, the General Data Protection Regulation (the [removed: GDPR), which came into effect in 2018,] [added: GDPR)] places stringent requirements on companies when handling personal [removed: data.][added: data and local regulatory guidance continues to evolve.]

[removed: Both] [added: Additionally, both] the GDPR and the [removed: CCPA] [added: California Consumer Privacy Act of 2018 (the CCPA)] are continuously evolving and developing and may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.

For example, the California Privacy Rights Act (the [removed: CPRA), which was approved by California voters as a ballot initiative in November 2020,] [added: CPRA)] modifies the CCPA significantly, further enhancing and extending an individual’s rights over their personal data and the obligations placed on companies that handle this data.

Furthermore, [removed: since 2020,] [added: state-level momentum continues to increase as] numerous other U.S. states have enacted, or are considering more stringent privacy laws, which may impose varying standards and requirements on our data collection, use and processing activities.

As described in Note 12, “Debt and Other Financing Arrangements,” in the Notes to Consolidated Financial Statements in Item 8, as of June [removed: 29, 2024,] [added: 28, 2025,] we had approximately [removed: $12.0] [added: $13.3] billion of total indebtedness, which primarily includes our outstanding senior notes.

In fiscal [removed: 2024,] [added: 2025,] our total contributions to these plans were approximately [removed: $63] [added: $66] million.

Under federal law, significant underfunding experienced by a given plan generally results in [added: increased contribution obligations in the form of surcharges and supplemental contribution obligations.]

- Unfavorable geopolitical, economic and market conditions and developments, including changes in global trade policies and tariffs, can depress demand (including as to mix of products and services), sales and/or gross margins in a given market, impact consumer confidence and foot traffic to restaurants.

concerns.

In addition, recent U.S. tariffs imposed or threatened to be imposed on other countries, any retaliatory actions taken by such countries and general political uncertainty surrounding trade relations and policies could have a negative impact on our business, results of operations and financial condition as well as consumer confidence and spending.

We also risk damage to our reputation if we fail to act responsibly in a number of other areas such as worker safety and welfare, human capital management, inclusion, environmental stewardship, support for local communities, and corporate governance and transparency.

customers might owe us.

On January 20, 2025, President Trump issued executive orders that the OECD Global Tax Deal has no force and effect in the U.S., and to investigate foreign countries’ compliance with tax treaties and to prepare a list of options for protective measures the U.S. should adopt in response.

Our analysis is ongoing as the OECD continues to release additional guidance, countries enact legislation, and the potential U.S. response.

To the extent additional legislative changes take place in the countries in which we operate, it is possible that these changes may yield an adverse impact on our effective tax rate, financial results.

and cash flows.

We cannot be sure that consumption of

Potential consequences of a future material cybersecurity incident include: business disruption; disruption to systems; theft, destruction, loss, corruption, misappropriation or unauthorized release of sensitive and/or confidential information or

Failure to

For instance, in the UK, the adoption of the Data Use and Access Act may require more localized data storage facilities and could impact how we segregate personal data between markets.

There also continues to be a growing trend of other countries adopting similar laws which we will have to assess and understand in order to implement required changes.

Of the $13.3 billion of total indebtedness, $1.75 billion will mature within the next twelve months.

We expect to fund the repayment of this debt using a combination of cash flows from operations and the proceeds from issuances of commercial paper and long-term debt, however there can be no assurance that we will be able to refinance this indebtedness on terms that are favorable to the company, or at all, due to market conditions, our operating performance, investor sentiment, and risks impacting financial institutions and the credit markets more broadly.

A failure to refinance such indebtedness on favorable terms, or at all, could adversely affect our business and liquidity position.

See the discussion under “Human Capital Resources” in Item 1, “Business” for additional information regarding our talent acquisition and talent management efforts in the context of these labor shortages.

For example, the coronavirus (COVID-19) pandemic adversely impacted our business, results of operations and financial condition directly and disrupted the operations of our business partners, suppliers and customers.

The future outbreak of a public health crisis, pandemic, or epidemic could cause some governmental authorities to reintroduce similar restrictions in the future, which could adversely affect demand in the foodservice industry.

- Unfavorable conditions can depress sales and/or gross margins in a given market.

The price and supply of fuel can fluctuate significantly based on international, political

For example, the COVID-19 pandemic generally negatively affected multi-unit customers less than locally managed customers.

For Sysco, Pillar Two will be effective at the beginning of fiscal 2025.

the creditworthiness of the indemnifying party and the insured limits of any insurance provided by suppliers.

Proposed or recently enacted legal requirements, such as those requiring the phase-

We

There continues to be a growing trend of other countries adopting similar laws.

Additionally, there continues to be significant uncertainty with respect to the California Consumer Privacy Act of 2018 (the CCPA), which went into effect on January 1, 2020, and imposes additional obligations on companies regarding the handling of personal information and provides certain individual privacy rights to persons whose information is collected.

increased contribution obligations in the form of surcharges and supplemental contribution obligations.

The following discussion and analysis of Sysco’s financial condition, results of operations and liquidity and capital resources for the fiscal years ended June [added: 28, 2025 and June] 29, 2024 [removed: and July 1, 2023] should be read as a supplement to our Consolidated Financial Statements and the accompanying notes contained in Item 8 of this report, and in conjunction with the “Forward-looking Statements” section set forth in Part II and the “Risk Factors” section set forth in Item 1A of Part I.

All discussion of changes in our results of operations from fiscal [removed: 2023] [added: 2024] to fiscal [removed: 2022] [added: 2023] has been omitted from this Form 10-K, but may be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended [removed: July 1, 2023,] [added: June 29, 2024,] filed with the Securities and Exchange Commission on August [removed: 25, 2023.][added: 28, 2024.]

distribution business, our [removed: Specialty Meats and] [added: Buckhead | Newport Meat &] Seafood [removed: Group] specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Inc., [added: our] Edward [removed: Don, acquired in the second quarter of fiscal 2024, which distributes] [added: Don] restaurant equipment and [removed: supplies,] [added: supplies distribution business,] our Asian specialty distribution company and a number of other small specialty businesses that are not material to the operations of Sysco;

The Americas primarily consists of operations in Canada, Bahamas, [removed: Mexico,] Costa Rica and Panama, as well as our export operations that distribute to international customers.

We estimate that we serve about 17% of an approximately [removed: $360] [added: $370] billion annual foodservice market in the U.S. based on industry data obtained from Technomic, Inc. (Technomic) as of the end of calendar year [removed: 2023.][added: 2024.]

Technomic projects the market size to increase to approximately [removed: $370] [added: $382] billion by the end of calendar year [removed: 2024.][added: 2025.]

According to industry sources, the foodservice, or food-away-from-home, market represents approximately 56% of the total dollars spent on food purchases made at the consumer level in the U.S. as of the end of calendar year [removed: 2023.][added: 2024.]

Our fiscal [removed: 2024] [added: 2025] results were driven by sales growth [removed: that surpassed] [added: of 3.2% as compared to] fiscal [removed: 2023 levels by 3.3%.][added: 2024.]

[removed: Sales] [added: This] growth was driven by [removed: both] [added: inflation and] volume growth, partially from [removed: acquisitions, and inflation.][added: recent acquisitions.]

See below for a comparison of our fiscal [removed: 2024] [added: 2025] results to our fiscal [removed: 2023] [added: 2024] results, both including and excluding Certain Items (as defined below).

Below is a comparison of results from fiscal [removed: 2024] [added: 2025] to fiscal [removed: 2023:][added: 2024:]

◦increased [removed: 3.3%,] [added: 3.2%,] or $2.5 billion, to [removed: $78.8] [added: $81.4] billion;

◦adjusted operating income increased [removed: 8.4%,] [added: 1.2%,] or [removed: $271] [added: $42] million, to $3.5 billion;

◦adjusted net earnings increased [removed: 6.0%,] [added: 0.8%,] or [removed: $123] [added: $17] million, to $2.2 billion;

[removed: ◦increased 11.7%,] [added: ◦decreased 4.1%,] or [removed: $0.41,] [added: $0.16,] to [removed: $3.90] [added: $3.74] from the comparable prior year amount of [removed: $3.49] [added: $3.90] per share;

[removed: ◦increased 12.1%,] [added: ◦decreased 4.1%,] or [removed: $0.42,] [added: $0.16,] to [removed: $3.89] [added: $3.73] from the comparable prior year amount of [removed: $3.47] [added: $3.89] per share;

◦adjusted diluted earnings per share were [removed: $4.31] [added: $4.46] in fiscal [removed: 2024,] [added: 2025,] a [removed: $0.30] [added: $0.15] increase from the comparable prior year amount of [removed: $4.01] [added: $4.31] per share;

[removed: ◦increased 12.7%,] [added: ◦decreased 1.2%,] or [removed: $457] [added: $50] million, to $4.0 billion; and

◦adjusted EBITDA increased [removed: 9.0%,] [added: 2.4%,] or [removed: $346] [added: $101] million, to [removed: $4.2] [added: $4.3] billion.

The fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023] [added: 2024] items discussed above are collectively referred to as “Certain Items.” The results of our operations can be impacted by changes in exchange rates applicable to converting from local currencies to U.S. dollars.

[removed: See “Liquidity and] Capital Resources” for discussions of GAAP metrics, including net cash provided by operating activities and our reconciliation of this non-GAAP financial measure.

We believe the food-away-from-home sector is a healthy long-term [added: growth] market, and Sysco is diversified and well positioned as a market leader in food service.

[removed: Within our International Foodservice segment, we] [added: We] experienced [removed: a 5.3% improvement] [added: growth] in local case volume [added: in our International Foodservice segment of approximately 4.0% in fiscal 2025, as] compared to fiscal [removed: 2023.][added: 2024.]

We experienced inflation at a rate of [removed: 1.6%] [added: 3.5%] and [removed: 1.5%] [added: 2.5%] in the fourth quarter and for fiscal [removed: 2024,] [added: 2025,] respectively, at the total enterprise level, primarily driven by inflation in the [removed: poultry] [added: dairy, poultry,] and meat categories.

We expect to grow our revenue and earnings in fiscal [removed: 2025.][added: 2026.]

We expect the rate of inflation for fiscal [removed: 2025] [added: 2026] to be approximately 2%, which is consistent with recent trends experienced in fiscal [removed: 2024.][added: 2025.]

In total, we expect these factors to result in net sales growth across the enterprise of [removed: 4%] [added: 3%] to [removed: 5%.][added: 5% in fiscal 2026.]

We believe the advancements [removed: we are making] [added: that have been made] in our physical capabilities, and the investments [removed: we are making in improved] [added: made to improve] training, will result in continued supply chain productivity improvements and in lowered costs to serve our customers.

[removed: We plan] [added: Our strategy is] to grow our existing businesses, while cultivating new channels, new business lines and new capabilities.

This company’s results are included within [removed: the U.S.] [added: International] Foodservice Operations [removed: segment.][added: and were not material to our results in fiscal 2025.]

Our [removed: diverse] team [added: - diverse in perspectives, backgrounds, and life experiences -] delivers expertise and differentiated services designed to help our customers grow their businesses.

We will cultivate new channels, new segments, and new capabilities, organically and through strategic [removed: M&A,] [added: acquisitions,] while being stewards of our company and our planet for the long term.

| Cost of sales | | | [removed: 81.5] [added: 81.6] | | | | | | [removed: 81.7] [added: 81.5] | | |

| Gross profit | | | [removed: 18.5] [added: 18.4] | | | | | | [removed: 18.3] [added: 18.5] | | |

| Operating expenses | | | [removed: 14.5] [added: 14.6] | | | | | | [removed: 14.3] [added: 14.5] | | |

| Operating income | | | [removed: 4.0] [added: 3.8] | | | | | | 4.0 | | |

| Interest expense | | | [removed: 0.7] [added: 0.8] | | | | | | 0.7 | | |

| Other [removed: (income) expense,] [added: expense (income),] net | | | — | | | | | | [removed: 0.3] [added: —] | | |

| Earnings before income taxes | | | [removed: 3.3] [added: 3.0] | | | | | | [removed: 3.0] [added: 3.3] | | |

| Income taxes | | | 0.8 | | | | | | [removed: 0.7] [added: 0.8] | | |

Gross profit increased 2.5% as compared to fiscal 2024, primarily attributable to effective management of product cost inflation.

Operating income decreased 3.6% as compared to fiscal 2024, primarily due to a noncash goodwill impairment charge in our Guest Worldwide business.

Adjusted operating income increased 1.2% as compared to fiscal 2024.

◦decreased 3.6%, or $114 million, to $3.1 billion;

◦decreased 6.5%, or $127 million, to $1.8 billion;

Fiscal 2025 results of operations were also negatively impacted by a noncash goodwill impairment charge.

No similar charge was applicable in fiscal 2024.

See “Liquidity and

During fiscal 2025, Sysco was impacted by negative year-over-year foot traffic to restaurants.

Foot traffic trends improved in the fourth quarter of fiscal 2025.

We expect foot traffic in fiscal 2026 to be similar to foot traffic trends in the fourth quarter of fiscal 2025.

The most significant factor affecting our sales and gross profit performance in fiscal 2025 was product cost inflation, as we experienced 2.5% inflation at the total enterprise level.

U.S. Foodservice experienced a 0.5% improvement in total case volume and a 1.4% decrease in local case volume as compared to fiscal 2024.

Gross margin decreased 13 basis points in fiscal 2025 as compared to fiscal 2024, primarily as a result of a shift in our customer mix driven by national sales volumes outpacing local sales volumes and a decrease in Sysco brand penetration rates.

Gross margin increased 19 basis points in the fourth quarter of fiscal 2025 as compared to the fourth quarter of fiscal 2024, primarily as a result of disciplined strategic sourcing efforts.

We also expect volume growth in fiscal 2026 as a result of improved sales consultant retention, increased sales consultant tenure, and from contributions from potential mergers and acquisitions.

Total operating expenses increased 4.2% during fiscal 2025, as compared to fiscal 2024, driven by business and sales headcount investments, cost inflation, as well as a noncash impairment charge on our Guest Worldwide business.

These increases were partially offset by lower incentive compensation as our operating results were lower than our target payout criteria.

Our Global Support Center expenses experienced a decrease of 5.7% in fiscal 2025 as compared to fiscal 2024, primarily as a result of progress on our existing cost savings program.

In fiscal 2026, we expect to achieve target operating results thereby increasing our incentive compensation by approximately $100 million compared to fiscal 2025.

In fiscal 2026, we expect to achieve cost savings benefits as we leverage our unique scale advantages to expand strategic sourcing efforts to include a broader range of categories, more efficiently harness our global buying power, improve inbound freight logistics to minimize points across our network, and take actions to improve organizational optimization at our Global Support Center.

Goodwill Impairment

In our annual fiscal 2025 goodwill impairment assessment, we concluded that one reporting unit, Guest Worldwide, had a fair value that was less than book value due to its recent financial performance and downward revisions in its long-range financial outlook.

During the fourth quarter of fiscal 2025 we recorded a noncash goodwill impairment charge of $92 million for a portion of the goodwill attributable to our Guest Worldwide reporting unit.

This charge is included within operating

expenses in the consolidated results of operations.

We do not anticipate to incur additional goodwill impairment charges in fiscal 2026.

Our effective tax rate for fiscal 2025 was 24.3% and is expected to be approximately 23.5% to 24.0% in fiscal 2026.

On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (OBBBA).

The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

Certain provisions will be effective for Sysco beginning in our fiscal 2026 tax year.

We are currently evaluating the future impact of these tax law changes on our financial statements.

Divestitures

In the second quarter of fiscal 2025, we sold our interest in our joint venture partnership in Mexico, which was a part of our International Foodservice Operations.

This operation was not significant to Sysco’s business, and the divestiture will facilitate our efforts to improve our return on invested capital position.

In the second quarter of fiscal 2025, we acquired Campbells Prime Meat, a leading specialty meat business based in Scotland.

By combining the Campbells Prime Meat product offering with our broadline business, this acquisition provides a strategic opportunity to enable total team selling in this region.

We will utilize cost-out and efficiency improvements to mitigate the costs of our future investments.

| | | | 2025 | | | | | | | | |

| Sales | | | 3.2 | | % | | | | | | |

We also made continued gains in overall market share in fiscal 2024.

We demonstrated continued positive operating leverage, with gross profit growing faster than operating expenses, and operating income growing faster than sales.

◦increased 5.4%, or $163 million, to $3.2 billion;

◦increased 10.5%, or $185 million, to $2.0 billion;

Our results for fiscal 2023 were also impacted by a pension settlement charge that resulted from the purchase of a

nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer, adjustments to our bad debt reserve specific to aged receivables existing prior to the COVID-19 pandemic, adjustments to a product return allowance related to COVID-related personal protection equipment inventory and a gain on a litigation financing agreement.

During fiscal 2024, Sysco continued to outperform the foodservice market and successfully grew its market share, despite the foodservice market experiencing negative year-over-year foot traffic to restaurants.

We expect negative foot traffic trends to continue into the first quarter of fiscal 2025, with modest industry traffic improvements in the second half of fiscal 2025.

The most significant factor affecting performance in fiscal 2024 was volume growth, as we experienced a 3.1% improvement in U.S. Foodservice case volume and a 1.1% improvement in local case volume within our U.S. segment in each instance as compared to fiscal 2023.

U.S. Foodservice case volume increased 3.5% and local case volume within our U.S. segment increased 0.7% in the fourth quarter of fiscal 2024, as compared to the fourth quarter of fiscal 2023.

Edward Don positively impacted our U.S. Foodservice volumes by 2.7% and local case volumes within our U.S. segment by 1.6% in the fourth quarter of fiscal 2024.

This growth enabled us to gain market share during fiscal 2024, as we grew more than 1.75 times the market, which exceeded our target of 1.5 times.

Product cost inflation has also been a driver of our sales and gross profit performance.

Gross margin decreased one basis point in the fourth quarter and increased 25 basis points for fiscal 2024, as compared to the corresponding prior year periods, primarily driven by higher volumes, the effective management of inflation and progress from our strategic sourcing efforts in our U.S. and International segments.

Volume growth is expected to be in the low single-digits for fiscal 2025.

Total operating expenses increased 4.5% during fiscal 2024, as compared to fiscal 2023, driven by increased volumes and cost inflation.

We continued to experience supply chain productivity improvements and successfully managed operating expenses at our Global Support Center, which experienced an expense decrease of 7% in the fourth quarter of fiscal 2024, as compared to the fourth quarter of fiscal 2023.

We expect to have continued improvement in our operating leverage in fiscal 2025, based on a continuation of the productivity improvements from fiscal 2024 across our supply chain, including sustained retention improvements, and lower Global Support Center expenses.

Our effective tax rate for fiscal 2024 was 23.8% and is expected to increase to approximately 25% in fiscal 2025 due to an increase in the global minimum tax rate, geographic mix, and increases in state tax rates.

In the first quarter of fiscal 2024, we acquired BIX Produce Company, a leading produce specialty distributor based in Minnesota.

This acquisition is expected to provide a strategic opportunity for specialty produce operations to expand its geographic footprint in an area of the country where it does not currently have operations.

In the second quarter of fiscal 2024, we acquired Edward Don, one of the largest kitchen equipment and supplies distributors, based in Chicago, Illinois.

Edward Don has a robust supply chain that is expected to enable cost effective distribution of restaurant equipment and supplies.

This acquisition further demonstrates our Recipe for Growth strategy of focusing on building strategic specialty platforms that help us better support restaurant and hospitality customers.

In the third quarter of fiscal 2024, we acquired Ready Chef, a fresh produce distributor in Ireland.

This company’s results are included within the International Foodservice Operations segment.

In the fourth quarter of fiscal 2024, we acquired Jacmar Foodservice Distribution, a premier foodservice distribution provider based in California.

The results of our acquired companies in fiscal 2024 were not material to our results.

We will fund our journey through cost-out and efficiency improvements.

| | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

| Sales | | | 3.3 | | % | | | | | | |

| --- | --- | --- | --- | --- | --- |

| Sales increase (decrease) | | | 3.1 | | % | | | | 7.4 | | % | | | | (1.0) | | % | | | | (5.1) | | % | | | | | | | | | | 3.3 | | % |

| Operating income increase (decrease) | | | 2.4 | | % | | | | 19.4 | | % | | | | 28.6 | | % | | | | (29.8) | | % | | | | | | | | | | 5.4 | | % |

| | | | Year Ended Jul. 1, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sales | | | $ | 53,683 | | | | | $ | 13,560 | | | | | $ | 7,843 | | | | | $ | 1,239 | | | | | $ | — | | | | | $ | 76,325 | |

| Operating income (loss) | | | $ | 3,587 | | | | | $ | 314 | | | | | $ | 56 | | | | | $ | 57 | | | | | $ | (975) | | | | | $ | 3,039 | |

| Percentage of total segments | | | 89.4 | | % | | | | 7.8 | | % | | | | 1.4 | | % | | | | 1.4 | | % | | | | | | | | | | 100.0 | | % |

| Operating income as a percentage of sales | | | 6.7 | | % | | | | 2.3 | | % | | | | 0.7 | | % | | | | 4.6 | | % | | | | | | | | | | 4.0 | | % |

At June 29, 2024, there were $200 million in commercial paper issuances outstanding under our U.S. commercial paper [added: program and no commercial paper issuances outstanding under our European commercial paper] program.

At [removed: July 1, 2023,] [added: June 28, 2025,] there were [added: $205 million in commercial paper issuances outstanding under our European commercial paper program and] no commercial paper issuances outstanding under our U.S. commercial paper program.

Total debt as of [removed: July 1, 2023] [added: June 28, 2025] was [removed: $10.4] [added: $13.3] billion, of which approximately [removed: 100%] [added: 90%] was at fixed rates of interest.

Details of our outstanding swap agreements as of June [removed: 29, 2024] [added: 28, 2025] are below:

| January 17, 2034 | | | | | | $ | 500 | | | | | 6.00 | | % | | | | USD-SOFR Compound USD-SOFR-OIS Compound | | | | | | Every six months on the last day of each calculation period | | | | | | Other assets | | | | | | $ | [removed: 6] [added: 15] | |

The following tables present our interest rate position as of June [removed: 29, 2024.][added: 28, 2025.]

| | | | Interest Rate Position as of June [removed: 29, 2024] [added: 28, 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Fixed Rate Debt [removed: (1)] | | | $ | [removed: —] [added: 750] | | | | | $ | [removed: 750] [added: 1,043] | | | | | $ | [removed: 1,043] [added: 750] | | | | | $ | [removed: 750] [added: 655] | | | | | $ | [removed: 655] [added: 1,500] | | | | | $ | [removed: 7,384] [added: 6,084] | | | | | $ | [removed: 10,582] [added: 10,782] | | | | | $ | [removed: 9,950] [added: 10,209] | |

| Average Interest Rate | | | [removed: —] [added: 3.75] | | % | | | | [removed: 3.75] [added: 3.46] | | % | | | | [removed: 3.46] [added: 3.25] | | % | | | | [removed: 3.25] [added: 5.93] | | % | | | | [removed: 5.93] [added: 4.77] | | % | | | | [removed: 4.87] [added: 4.83] | | % | | | | [removed: 4.60] [added: 4.57] | | % | | | | | | |

| Average Interest Rate | | | [removed: 3.65] [added: —] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: —] [added: 5.69] | | % | | | | [removed: 3.65] [added: 5.69] | | % | | | | | | |

| Pay Variable/Receive Fixed | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 500] [added: 1,050] | | | | | $ | [removed: 500] [added: 1,050] | | | | | $ | [removed: 6] [added: 30] | |

| Rate A Plus | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 1.88] [added: 1.56] | | % | | | | [removed: 1.88] [added: 1.56] | | % | | | | | | |

| Fixed Rate Received | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 6.00] [added: 5.69] | | % | | | | [removed: 6.00] [added: 5.69] | | % | | | | | | |

We [removed: will] also incur gains and losses within our shareholders’ equity due to the translation of our financial statements from foreign currencies into U.S. dollars.

Our income statement trends may be impacted by the translation of the income statements of our [removed: foreign subsidiaries into U.S. dollars.]

The exchange [removed: rates] [added: rate] used to translate our foreign sales into U.S. dollars positively affected sales by 0.3% in fiscal 2024 when compared to fiscal 2023.

The exchange [removed: rate] [added: rates] used to translate our foreign sales into U.S. dollars negatively affected sales by [removed: 1.3%] [added: less than 0.1%] in fiscal [removed: 2023] [added: 2025] when compared to fiscal [removed: 2022.][added: 2024.]

The impact on our operating income, net earnings and earnings per share was not material in fiscal [removed: 2024] [added: 2025] or fiscal [removed: 2023.][added: 2024.]

A 10% unfavorable change in the fiscal [removed: 2024] [added: 2025] weighted year-to-date exchange rate and the resulting impact on our financial statements would have negatively affected fiscal [removed: 2024] [added: 2025] sales by 1.6% and would not have materially affected our operating income, net earnings and earnings per share.

In fiscal [removed: 2024,] [added: 2025,] we entered into a cross-currency swap to hedge a portion of our net investment in [removed: Euro-denominated] [added: Canadian-denominated] foreign operations to reduce foreign currency risk associated with the investment in these operations.

Additionally, we periodically enter into agreements to hedge foreign currency risk associated with changes in spot [added: and forward] rates on foreign denominated [removed: debt instruments,] [added: balances,] which are designated as fair value hedges.

Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the item being hedged, including the earnings impact of [removed: the] excluded components.

The price and availability of diesel fuel fluctuates due to changes in production, seasonality and other market factors [added: are] generally outside of our control.

Fuel costs related to outbound deliveries represented approximately 0.5% of sales during fiscal [removed: 2024, 0.6%] [added: 2025, 0.5%] of sales in fiscal [removed: 2023,] [added: 2024,] and [removed: 0.5%] [added: 0.6%] of sales in fiscal [removed: 2022.][added: 2023.]

As of June [removed: 29, 2024,] [added: 28, 2025,] we had diesel fuel swaps with a total notional amount of approximately [removed: 61] [added: 77] million gallons through [removed: March 2026.][added: February 2027.]

These swaps are expected to lock in the price of approximately [removed: 80%] [added: 85%] of our bulk fuel purchases for fiscal [removed: 2025,] [added: 2026,] or 70% of our total projected fuel purchase needs for fiscal [removed: 2025.][added: 2026.]

Using current, published quarterly market price projections for diesel and estimates of fuel consumption, a 10% unfavorable change in diesel prices from the market price would result in a potential increase of approximately [removed: $6] [added: $5] million in our fuel costs on our non-contracted volumes.

A 10% unfavorable change in the value of the investments held by our company-sponsored retirement plans at the plans’ fiscal year end (December 31, [removed: 2023)] [added: 2024)] would not have a material impact on our anticipated future contributions for fiscal [removed: 2025;] [added: 2026;] however, such an unfavorable change would increase our pension expense for fiscal [removed: 2025] [added: 2026] by $23 million and would reduce our shareholders’ equity on our balance sheet as of June [removed: 29, 2024] [added: 28, 2025] by [removed: $250] [added: $253] million.

| Accrued expenses | | | | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| March 23, 2035 | | | | | | 550 | | | | | | 5.40 | | | | | | USD-SOFR-OIS Compound | | | | | | Every six months on the last day of each calculation period | | | | | | Other assets | | | | | | 16 | | |

| Floating Rate Debt | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,050 | | | | | $ | 1,050 | | | | | $ | 1,092 | |

| | | | Interest Rate Position as of June 28, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

foreign subsidiaries into U.S. dollars.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other current liabilities | | | | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Effective November 2024, we will receive or pay amounts on these interest rate swap agreements on a semi-annual basis.

| Canadian Dollar Denominated: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed Rate Debt | | | $ | 365 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 365 | | | | | $ | 362 | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| (1) | | | Includes fixed rate debt that will convert to floating rate debt in fiscal year 2025. | | |

Our purpose is “Connecting the World to Share Food and Care for One Another.” We provided products and related services to approximately 730,000 customer locations, including restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers during fiscal [removed: 2024.][added: 2025.]

Since our formation, we have grown from $115 million to our all-time high of [removed: $78.8] [added: $81.4] billion in annual sales in fiscal [removed: 2024,] [added: 2025,] both through internal expansion of existing operations and acquisitions.

This resulted in a 52-week year ended June [removed: 29, 2024] [added: 28, 2025] for fiscal [removed: 2024,] [added: 2025,] a 52-week year ended [removed: July 1, 2023] [added: June 29, 2024] for fiscal [removed: 2023] [added: 2024] and a 52-week year ended July [removed: 2, 2022] [added: 1, 2023] for fiscal [removed: 2022.][added: 2023.]

We will have a 52-week year ending June [removed: 28, 2025] [added: 27, 2026] for fiscal [removed: 2025.][added: 2026.]

This annual report on Form 10-K, as well as all other [added: annual] reports [added: on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports] filed or furnished by Sysco pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), [added: with the Securities and Exchange Commission (SEC)] are available free of charge on Sysco’s website at *www.sysco.com* as soon as reasonably practicable after they are electronically filed with or furnished [removed: to] [added: with] the [removed: Securities and Exchange Commission (SEC).][added: SEC.]

- *U.S. Foodservice Operations* – primarily includes (a) our U.S. Broadline operations, which distribute a full line of food products, including custom-cut meat, seafood, produce, specialty Italian, specialty imports and a wide variety of non-food products and (b) our U.S. Specialty operations, which include our FreshPoint fresh produce distribution business, our [removed: Specialty Meats and] [added: Buckhead | Newport Meat &] Seafood [removed: Group] specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Inc., [added: our] Edward Don [removed: & Company (Edward Don), acquired in the second quarter of fiscal 2024, which distributes] restaurant equipment and [removed: supplies,] [added: supplies distribution business,] our Asian specialty distribution company and a number of other small specialty businesses that are not material to the operations of Sysco;

The Americas primarily consists of operations in Canada, Bahamas, [removed: Mexico,] Costa Rica and Panama, as well as our export operations that distribute to international customers.

[added: Selected financial data for each of our reportable segments, as well as financial] information concerning geographic areas, can be found in Note 21, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 8.

| Principal product categories | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Canned and dry products | | | [removed: 19] [added: 18] | | [removed: %] | | | | 19 | | [removed: %] | | | | [removed: 17] [added: 19] | | [removed: %] |

| Fresh and frozen meats | | | [removed: 18] [added: 19] | | [added: %] | | | | 18 | | [added: %] | | | | [removed: 19] [added: 18] | | [added: %] |

| Frozen fruits, vegetables, bakery and other | | | 15 | | | | | | 15 | | | | | | [removed: 14] [added: 15] | | |

| Dairy products | | | [removed: 10] [added: 11] | | | | | | [removed: 11] [added: 10] | | | | | | [removed: 10] [added: 11] | | |

| Poultry | | | 10 | | | | | | 10 | | | | | | [removed: 11] [added: 10] | | |

| Fresh produce | | | [removed: 9] [added: 8] | | | | | | 9 | | | | | | [removed: 8] [added: 9] | | |

| Seafood | | | [removed: 4] [added: 3] | | | | | | 4 | | | | | | [removed: 5] [added: 4] | | |

| Beverage products | | | 4 | | | | | | [removed: 3] [added: 4] | | | | | | 3 | | |

| Equipment and smallwares [removed: (1)] | | | 2 | | | | | | [removed: 1] [added: 2] | | | | | | 1 | | |

| Other [removed: (2)] [added: (1)] | | | [removed: 2] [added: 3] | | | | | | [removed: 3] [added: 2] | | | | | | [removed: 5] [added: 3] | | |

| [removed: (2)] [added: (1)] | | | Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies. | | |

We believe that prompt and accurate delivery of orders, competitive pricing, customer service and the ability to provide a full array of products and services to assist customers in their foodservice operations are of primary importance in the [removed: marketing and distribution of foodservice products to our customers.]

[added: Through the sales] and [added: marketing representatives and] support staff, we stay informed of the needs of our customers and acquaint them with new products and services.

No single customer accounted for 10% or more of Sysco’s total sales for the fiscal year ended June [removed: 29, 2024.][added: 28, 2025.]

| Type of Customer | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Restaurants | | | [removed: 62] [added: 60] | | % | | | | 62 | | % | | | | [removed: 63] [added: 62] | | % |

| Education, government | | | [removed: 7] [added: 8] | | | | | | [removed: 8] [added: 7] | | | | | | 8 | | |

| Healthcare | | | [removed: 7] [added: 8] | | | | | | 7 | | | | | | [removed: 8] [added: 7] | | |

| Travel and leisure | | | [removed: 6] [added: 7] | | | | | | [removed: 8] [added: 6] | | | | | | [removed: 7] [added: 8] | | |

| Other (1) | | | [removed: 18] [added: 17] | | | | | | [removed: 15] [added: 18] | | | | | | [removed: 14] [added: 15] | | |

We estimate that sales to our customers in the food service management (FSM) sector, which include large customers that service cafeterias in institutions such as universities, hospitals, and sporting venues, accounted for 8% of sales in [added: both] fiscal [removed: 2024, as compared to 7% of sales in] [added: 2025 and] fiscal [removed: 2023.][added: 2024.]

We purchase from thousands of suppliers, both domestic and international, none of which individually accounted for more than 10% of our purchases for fiscal [removed: 2024.][added: 2025.]

The level of inventory on hand will vary by product depending on shelf-life, supplier order [removed: fulfillment lead times and customer demand.]

GSC team members possess experience and expertise in, among other areas, customer and vendor contract administration, [removed: accounting and] finance, [removed: treasury,] legal, information technology, [removed: payroll and employee benefits,] risk management and insurance, sales and marketing, merchandising, inbound logistics, human resources, [removed: strategy] and [removed: tax compliance services.][added: strategy.]

During fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022, $832] [added: 2023, $906] million, [removed: $793] [added: $832] million and [removed: $633] [added: $793] million, respectively, were invested in facilities, technology, equipment, delivery fleet and other capital asset enhancements.

During fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] capital expenditures, net of proceeds from sales of assets, were [removed: $753] [added: $692] million, [removed: $751] [added: $753] million and [removed: $609] [added: $751] million, respectively.

Capital expenditures, net of proceeds from sales of assets, as a percentage of sales during fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] were [removed: 1.0%,] [added: 0.9%,] 1.0% and [removed: 0.9%,] [added: 1.0%,] respectively.

During the three years ended June [removed: 29, 2024,] [added: 28, 2025,] capital expenditures were financed primarily by internally generated funds along with bank and other borrowings.

We expect our capital expenditures, net of proceeds from sales of assets, to [removed: continue to] approximate [removed: 1% of sales] [added: $700 million] in fiscal [removed: 2025,] [added: 2026,] and we expect to finance these capital expenditures from cash flows from operations and bank and other borrowings.

As of June [removed: 29, 2024,] [added: 28, 2025,] we employed approximately [removed: 76,000] [added: 75,000] employees, including 51,000 U.S. employees and [removed: 25,000] [added: 24,000] employees outside the U.S., as compared to approximately [removed: 72,000] [added: 76,000] employees as of [removed: July 1, 2023.][added: June 29, 2024.]

Approximately [removed: 15%] [added: 14%] of our employees were represented by unions, primarily the International Brotherhood of Teamsters and unions in France and Sweden.

Available Information

Sysco also periodically provides certain information for investors on its website at *www.sysco.com*.

This includes press releases and other information about financial performance, information on environmental, social and governance matters, and details related to Sysco’s annual meeting of stockholders.

The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing.

marketing and distribution of foodservice products to our customers.

For our U.S. Foodservice Operations, which represents approximately 70% of our total sales, over 90% of products are purchased domestically.

fulfillment lead times and customer demand.

*Inclusion* — Our Inclusion team develops and operationalizes global strategic initiatives that are designed to ensure that every colleague, customer, supplier and/or partner – regardless of identity, background, or life experience – feels valued, respected, and empowered to contribute.

To further this goal, our Chief Inclusion Officer works collaboratively with our Global Inclusion Council to ensure a strategy that meets the needs of our full colleague population, as well as the vibrant, diverse customers and communities we serve.

Our global strategy is further advanced by our 11 Colleague Resource Groups (CRGs) – voluntary, colleague-led groups that enhance inclusion and belonging through programming and initiatives falling into the following areas:

colleague, community, culture, and corporation.

Each CRG is helmed by a VP+ level Executive Sponsor to ensure alignment with business priorities, and each group is open to all colleagues.

Information about our Executive Officers:

The section below provides information regarding our executive officers as of August 21, 2025.

There are no family relationships between any of the officers named and any other executive officer or member of the Board of Directors, or any arrangement or understanding pursuant to which any person was selected as an officer.

All officers are elected by the Board of Directors to hold office until their successors are elected and qualified.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Position | | | | | | First Year in Present Position | | | | | | Other Positions Held July 1, 2020 - June 30, 2025 | | |

| Kevin P. Hourican | | | | | | 52 | | | | | | Chair of the Board and Chief Executive Officer | | | | | | 2024 | | | | | | President and Chief Executive Officer of Sysco Corporation, 2020 – 2025 | | |

| Greg D. Bertrand | | | | | | 61 | | | | | | Executive Vice President, Global Chief Operating Officer | | | | | | 2023 | | | | | | Executive Vice President, U.S. Foodservice Operations of Sysco Corporation, 2018 – 2023 | | |

| Kenny K. Cheung | | | | | | 43 | | | | | | Executive Vice President, Chief Financial Officer | | | | | | 2023 | | | | | | Senior Vice President and Chief Financial Officer, North America of The Hertz Corporation, 2020 Executive Vice President, Chief Financial Officer of The Hertz Corporation, 2020 – 2023 | | |

| Victoria L. Gutierrez | | | | | | 40 | | | | | | Senior Vice President, Chief Merchandising Officer | | | | | | 2022 | | | | | | Partner of Boston Consulting Group, 2014 – 2021 Vice President of Category Management of Sysco Corporation, 2021 – 2022 | | |

| Jennifer L. Johnson | | | | | | 52 | | | | | | Senior Vice President, Chief Accounting Officer | | | | | | 2023 | | | | | | Staff Vice President and Corporate Controller of FedEx Corporation, 2015 – 2021 Corporate Vice President and Principal Accounting Officer – Elect of FedEx Corporation, 2021 Corporate Vice President and Principal Accounting Officer of FedEx Corporation, 2021 – 2023 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gregory S. Keller | | | | | | 55 | | | | | | Senior Vice President, National Accounts – SYGMA & Guest Worldwide | | | | | | 2023 | | | | | | Senior Vice President, National Sales and President – SYGMA of Sysco Corporation, 2019 – 2020 Senior Vice President, Sales of Sysco Corporation, 2020 – 2021 Senior Vice President, National Sales of Sysco Corporation, 2021 – 2023 | | |

| Thomas R. Peck, Jr. | | | | | | 58 | | | | | | Executive Vice President, Chief Information and Digital Officer | | | | | | 2021 | | | | | | Executive Vice President, Chief Information and Digital Officer of Ingram Micro Inc., 2018 – 2020 | | |

| Ronald L. Phillips | | | | | | 60 | | | | | | Executive Vice President, Chief Human Resources Officer | | | | | | 2021 | | | | | | Senior Vice President, Human Resources, Retail, Omnicare and Enterprise Modernization for CVS Health Corporation, 2018 – 2021 | | |

| Jennifer K. Schott | | | | | | 52 | | | | | | Executive Vice President, Chief Legal Officer & Secretary | | | | | | 2025 | | | | | | Deputy General Counsel & Assistant Corporate Secretary of Caterpillar Inc., 2019 – 2021 Senior Vice President, General Counsel and Secretary of Illinois Tool Works, Inc., 2021 – 2025 | | |

The FDA regulates food safety and quality through various statutory and regulatory mandates, including manufacturing and holding requirements for foods through

which collectively regulate our trucking operations through the regulation of operations, safety, insurance and hazardous materials.

Given the regulated nature of some of our operations, we routinely incur compliance-related costs, both direct and indirect.

We do not anticipate any material capital expenditures for compliance with these laws, rules and regulations in the foreseeable future.

However, compliance costs under existing laws or under any new requirements could become material, and we could incur liability in any instance of noncompliance.

See “Item 1A.

Risk Factors” for additional information regarding government regulations that could impact our business.

Selected financial data for each of our reportable segments, as well as financial

| (1) | | | Due to the acquisition of Edward Don, a distributor of foodservice equipment and supplies, “Equipment and smallwares” is now presented as a separate principal product category. See Note 4, “Acquisitions,” in the Notes to Consolidated Financial Statements in Item 8 for details on this acquisition. | | |

Through the sales and marketing representatives

The GSC also makes available supply chain expertise in warehousing and distribution strategic services, which provide assistance in operational best practices, including space utilization, energy conservation, fleet management and workflow.

*Diversity, Equity and Inclusion* — Our Diversity, Equity and Inclusion (DEI) team develops global strategic initiatives that are implemented to ensure that the needs specific to each region are addressed.

Our vision is to build a diverse, equitable and inclusive work environment that reflects the customers and communities we serve.

We use our Global DEI Advisory Council to monitor and enhance our three-year DEI Roadmap and Real Talk Dialogues which provide leaders and colleagues safe forums to have open, honest, two-way and completely voluntary conversations.

Our Colleague Resource Groups (CRGs) are voluntary,

colleague-led groups organized to foster a diverse, inclusive workplace at Sysco.

They are a critical element of our engagement and DEI efforts at both our headquarters and at operating sites.

For certain product lines, we are also subject to the Federal Meat

covering items transported by air.

The outcome of litigation is inherently uncertain.

If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

For the fiscal year ended June [removed: 29, 2024][added: 28, 2025]

[removed: ][added: ]

The aggregate market value of the voting stock of the registrant held by stockholders who were not affiliates (as defined by regulations of the Securities and Exchange Commission) of the registrant was approximately [removed: $36,774,674,879] [added: $37,355,747,561] as of [removed: January 1,] [added: December 27,] 2024 (based on the closing sales price on the New York Stock Exchange Composite [removed: Tape on December 30, 2023, as reported by The Wall Street Journal (Southwest Edition)).][added: Tape).]

As of August [removed: 16, 2024,] [added: 5, 2025,] the registrant had issued and outstanding an aggregate of [removed: 491,520,584] [added: 478,212,357] shares of its common stock.

Portions of the [removed: company’s 2024] [added: registrant’s 2025] Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Form 10-K are incorporated by reference into Part [removed: III.][added: III where indicated.]

| Item 1. | | | [removed: [Business](#ibaca98fafcc541bf8e54a141fda60e83_13)] [added: [Business](#i21ff2967d6114a4e9f3f52aac8af4a94_13)] | | | [removed: [1](#ibaca98fafcc541bf8e54a141fda60e83_13)] [added: [1](#i21ff2967d6114a4e9f3f52aac8af4a94_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ibaca98fafcc541bf8e54a141fda60e83_16)] [added: Factors](#i21ff2967d6114a4e9f3f52aac8af4a94_16)] | | | [removed: [8](#ibaca98fafcc541bf8e54a141fda60e83_16)] [added: [9](#i21ff2967d6114a4e9f3f52aac8af4a94_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ibaca98fafcc541bf8e54a141fda60e83_19)] [added: Comments](#i21ff2967d6114a4e9f3f52aac8af4a94_19)] | | | [removed: [20](#ibaca98fafcc541bf8e54a141fda60e83_19)] [added: [21](#i21ff2967d6114a4e9f3f52aac8af4a94_19)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ibaca98fafcc541bf8e54a141fda60e83_2413)] [added: [Cybersecurity](#i21ff2967d6114a4e9f3f52aac8af4a94_22)] | | | [removed: [20](#ibaca98fafcc541bf8e54a141fda60e83_19)] [added: [21](#i21ff2967d6114a4e9f3f52aac8af4a94_19)] | | |

| Item 2. | | | [removed: [Properties](#ibaca98fafcc541bf8e54a141fda60e83_22)] [added: [Properties](#i21ff2967d6114a4e9f3f52aac8af4a94_25)] | | | [removed: [21](#ibaca98fafcc541bf8e54a141fda60e83_22)] [added: [23](#i21ff2967d6114a4e9f3f52aac8af4a94_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ibaca98fafcc541bf8e54a141fda60e83_25)] [added: Proceedings](#i21ff2967d6114a4e9f3f52aac8af4a94_28)] | | | [removed: [22](#ibaca98fafcc541bf8e54a141fda60e83_25)] [added: [23](#i21ff2967d6114a4e9f3f52aac8af4a94_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ibaca98fafcc541bf8e54a141fda60e83_28)] [added: Disclosures](#i21ff2967d6114a4e9f3f52aac8af4a94_31)] | | | [removed: [22](#ibaca98fafcc541bf8e54a141fda60e83_28)] [added: [24](#i21ff2967d6114a4e9f3f52aac8af4a94_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibaca98fafcc541bf8e54a141fda60e83_34)] [added: Securities](#i21ff2967d6114a4e9f3f52aac8af4a94_37)] | | | [removed: [23](#ibaca98fafcc541bf8e54a141fda60e83_34)] [added: [25](#i21ff2967d6114a4e9f3f52aac8af4a94_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ibaca98fafcc541bf8e54a141fda60e83_37)] [added: [\[Reserved\]](#i21ff2967d6114a4e9f3f52aac8af4a94_40)] | | | [removed: [24](#ibaca98fafcc541bf8e54a141fda60e83_37)] [added: [26](#i21ff2967d6114a4e9f3f52aac8af4a94_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibaca98fafcc541bf8e54a141fda60e83_40)] [added: Operations](#i21ff2967d6114a4e9f3f52aac8af4a94_43)] | | | [removed: [24](#ibaca98fafcc541bf8e54a141fda60e83_40)] [added: [26](#i21ff2967d6114a4e9f3f52aac8af4a94_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ibaca98fafcc541bf8e54a141fda60e83_112)] [added: Risk](#i21ff2967d6114a4e9f3f52aac8af4a94_115)] | | | [removed: [53](#ibaca98fafcc541bf8e54a141fda60e83_112)] [added: [53](#i21ff2967d6114a4e9f3f52aac8af4a94_115)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ibaca98fafcc541bf8e54a141fda60e83_118)] [added: Data](#i21ff2967d6114a4e9f3f52aac8af4a94_118)] | | | [removed: [56](#ibaca98fafcc541bf8e54a141fda60e83_118)] [added: [56](#i21ff2967d6114a4e9f3f52aac8af4a94_118)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibaca98fafcc541bf8e54a141fda60e83_232)] [added: Disclosure](#i21ff2967d6114a4e9f3f52aac8af4a94_229)] | | | [removed: [112](#ibaca98fafcc541bf8e54a141fda60e83_232)] [added: [116](#i21ff2967d6114a4e9f3f52aac8af4a94_229)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ibaca98fafcc541bf8e54a141fda60e83_235)] [added: Procedures](#i21ff2967d6114a4e9f3f52aac8af4a94_232)] | | | [removed: [112](#ibaca98fafcc541bf8e54a141fda60e83_235)] [added: [116](#i21ff2967d6114a4e9f3f52aac8af4a94_232)] | | |

| Item 9B. | | | [Other [removed: Information](#ibaca98fafcc541bf8e54a141fda60e83_238)] [added: Information](#i21ff2967d6114a4e9f3f52aac8af4a94_235)] | | | [removed: [113](#ibaca98fafcc541bf8e54a141fda60e83_238)] [added: [116](#i21ff2967d6114a4e9f3f52aac8af4a94_235)] | | |

| Item 9C. | | | [Disclosure Reporting Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ibaca98fafcc541bf8e54a141fda60e83_247)] [added: Inspections](#i21ff2967d6114a4e9f3f52aac8af4a94_241)] | | | [removed: [113](#ibaca98fafcc541bf8e54a141fda60e83_247)] [added: [116](#i21ff2967d6114a4e9f3f52aac8af4a94_241)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibaca98fafcc541bf8e54a141fda60e83_253)] [added: Governance](#i21ff2967d6114a4e9f3f52aac8af4a94_247)] | | | [removed: [114](#ibaca98fafcc541bf8e54a141fda60e83_253)] [added: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_247)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ibaca98fafcc541bf8e54a141fda60e83_256)] [added: Compensation](#i21ff2967d6114a4e9f3f52aac8af4a94_250)] | | | [removed: [114](#ibaca98fafcc541bf8e54a141fda60e83_256)] [added: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_250)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibaca98fafcc541bf8e54a141fda60e83_259)] [added: Matters](#i21ff2967d6114a4e9f3f52aac8af4a94_253)] | | | [removed: [114](#ibaca98fafcc541bf8e54a141fda60e83_259)] [added: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_253)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ibaca98fafcc541bf8e54a141fda60e83_262)] [added: Independence](#i21ff2967d6114a4e9f3f52aac8af4a94_256)] | | | [removed: [114](#ibaca98fafcc541bf8e54a141fda60e83_262)] [added: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_256)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ibaca98fafcc541bf8e54a141fda60e83_265)] [added: Services](#i21ff2967d6114a4e9f3f52aac8af4a94_259)] | | | [removed: [114](#ibaca98fafcc541bf8e54a141fda60e83_265)] [added: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_259)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#ibaca98fafcc541bf8e54a141fda60e83_271)] [added: Schedules](#i21ff2967d6114a4e9f3f52aac8af4a94_265)] | | | [removed: [114](#ibaca98fafcc541bf8e54a141fda60e83_271)] [added: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_265)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ibaca98fafcc541bf8e54a141fda60e83_277)] [added: Summary](#i21ff2967d6114a4e9f3f52aac8af4a94_271)] | | | [removed: [120](#ibaca98fafcc541bf8e54a141fda60e83_277)] [added: [122](#i21ff2967d6114a4e9f3f52aac8af4a94_271)] | | |

| | | | [Signatures](#i21ff2967d6114a4e9f3f52aac8af4a94_274) | | | | | |

| | | | [Signatures](#ibaca98fafcc541bf8e54a141fda60e83_280) | | | | | |

During the year ended June [removed: 29, 2024,] [added: 28, 2025,] the company has not identified risks from cybersecurity threats, including as a result of prior cybersecurity incidents, that have materially affected or are reasonably anticipated to materially affect the company, including its business strategy, results of operations, or financial condition.

The table below shows the number of distribution facilities occupied by Sysco in each country and the aggregate square footage devoted to cold and dry storage as of June [removed: 29, 2024.][added: 28, 2025.]

| Belgium | | | 1 | | | | | | [removed: 200] [added: 18] | | | | | | I | | |

| Ireland and Northern Ireland | | | [removed: 8] [added: 9] | | | | | | [removed: 833] [added: 867] | | | | | | I | | |

| Panama | | | 1 | | | | | | [removed: 44] [added: 87] | | | | | | I | | |

| United Kingdom | | | [removed: 42] [added: 41] | | | | | | [removed: 2,435] [added: 2,591] | | | | | | I | | |

| United States and its territories (2) | | | [removed: 204] [added: 207] | | | | | | [removed: 44,226] [added: 44,841] | | | | | | U, I, S, O | | |

| (2) | | | California, Florida, Texas, and Illinois account for 27, [removed: 18, 15,] [added: 20, 16,] and 12 respectively, of the facilities located in the U.S. | | |

We own approximately [removed: 40,100,000] [added: 38,429,000] square feet of our distribution facilities (or [removed: 70.8%] [added: 66.9%] of the total square feet), and the remainder is occupied under leases expiring at various dates from fiscal [removed: 2025] [added: 2026] to fiscal [removed: 2050,] [added: 2099,] exclusive of renewal options.

Within our Latin American operations, we operate [removed: 17] [added: 18] cash and carry facilities and five warehouse and storage facilities in Costa Rica and six cash and carry facilities and one warehouse and storage facility in Panama.

The various operating sites undergoing significant construction, in the aggregate, contributed approximately [removed: 6%] [added: 3%] of fiscal [removed: 2024] [added: 2025] sales.

As of June [removed: 29, 2024,] [added: 28, 2025,] our fleet of approximately [removed: 18,000] [added: 19,000] delivery vehicles consisted of tractor and trailer combinations, vans and panel trucks, most of which are either wholly or partially refrigerated for the transportation of frozen or perishable foods.

We own approximately [removed: 90%] [added: 91%] of these vehicles and lease the remainder.

| Canada | | | 28 | | | | | | 4,364 | | | | | | I, O | | |

| France | | | 41 | | | | | | 2,902 | | | | | | I | | |

| | | | | | | | | | | | | | | | | | |

| Sweden | | | 7 | | | | | | 1,395 | | | | | | I | | |

| Totals | | | 337 | | | | | | 57,445 | | | | | | | | |

| Canada | | | 28 | | | | | | 4,250 | | | | | | I, O | | |

| France | | | 42 | | | | | | 3,015 | | | | | | I | | |

| Mexico | | | 6 | | | | | | 288 | | | | | | I | | |

| Sweden | | | 6 | | | | | | 934 | | | | | | I | | |

| Totals | | | 340 | | | | | | 56,605 | | | | | | | | |

The principal market for Sysco’s common stock [removed: (SYY)] [added: (symbol:SYY)] is the New York Stock Exchange.

The number of record owners of Sysco’s common stock as of August [removed: 16, 2024] [added: 5, 2025] was [removed: 6,992.][added: 6,672.]

We made the following share repurchases during the fourth quarter of fiscal [removed: 2024:][added: 2025:]

[removed: | ISSUER PURCHASES OF EQUITY SECURITIES | | | | | | | | | | | | | | | | | | | | | | | |][added: Issuer Purchases of Equity Securities]

| (1) | | | The total number of shares repurchased includes [removed: no] [added: 0, 0, and 1,888] shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month [removed: #3.] [added: #3, respectively.] | | |

In May 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to [removed: $5] [added: $5.0] billion of the company’s common stock, which will remain available until fully utilized.

We repurchased [removed: 16,128,932] [added: 16,988,703] shares for [removed: $1.2] [added: $1.3] billion during fiscal [removed: 2024.][added: 2025.]

As of June [removed: 29, 2024,] [added: 28, 2025,] we had a remaining authorization of approximately [removed: $2.8] [added: $1.5] billion.

We purchased [removed: 862,718] [added: no] additional shares under our authorization through August [removed: 16, 2024.][added: 5, 2025.]

*The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the [removed: Securities and Exchange Commission,] [added: SEC,] nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that* *Sysco* *specifically incorporates such information by reference into such filing.*

The graph assumes that the value of the investment in our Common Stock, the S&P 500 Index, and the S&P 500 Food/Staple Retail Index was $100 on the last trading day of fiscal [removed: 2019,] [added: 2020,] and that all dividends were reinvested.

[removed: ][added: ]

| | | | | | | [removed: 6/29/2019] [added: 6/27/2020] | | | | | | [removed: 6/27/2020] [added: 7/3/2021] | | | | | | [removed: 7/3/2021] [added: 7/2/2022] | | | | | | [removed: 7/2/2022] [added: 7/1/2023] | | | | | | [removed: 7/1/2023] [added: 6/29/2024] | | | | | | [removed: 6/29/2024] [added: 6/28/2025] | | |

In April 2025, we declared our regular quarterly dividend for the fourth quarter of fiscal 2025 of $0.54 per share, representing an increase of $0.03 per share.

This dividend was paid in July 2025.

| March 30 - April 26 | | | 1,197,396 | | | | | | $ | 72.04 | | | | | 1,197,396 | | | | | | — | | |

| April 27 - May 24 | | | 3,022,284 | | | | | | 71.35 | | | | | | 3,022,284 | | | | | | — | | |

| May 25 - June 28 | | | 3,352,333 | | | | | | 74.05 | | | | | | 3,352,333 | | | | | | — | | |

| Totals | | | 7,572,013 | | | | | | $ | 72.65 | | | | | 7,572,013 | | | | | | — | | |

| Sysco Corporation | | | | | | $100 | | | | | | $151 | | | | | | $175 | | | | | | $153 | | | | | | $151 | | | | | | $164 | | |

| S&P 500 | | | | | | 100 | | | | | | 147 | | | | | | 131 | | | | | | 155 | | | | | | 193 | | | | | | 221 | | |

| S&P 500 Food/Staple Retail Index | | | | | | 100 | | | | | | 129 | | | | | | 136 | | | | | | 147 | | | | | | 191 | | | | | | 232 | | |

| March 31 - April 27 | | | 1,983,915 | | | | | | $ | 77.12 | | | | | 1,983,915 | | | | | | — | | |

| April 28 - May 25 | | | 2,251,129 | | | | | | 75.52 | | | | | | 2,251,129 | | | | | | — | | |

| May 26 - June 29 | | | 3,005,111 | | | | | | 72.50 | | | | | | 3,005,111 | | | | | | — | | |

| Totals | | | 7,240,155 | | | | | | $ | 74.70 | | | | | 7,240,155 | | | | | | — | | |

| Sysco Corporation | | | | | | $100 | | | | | | $76 | | | | | | $115 | | | | | | $133 | | | | | | $116 | | | | | | $115 | | |

| S&P 500 | | | | | | 100 | | | | | | 104 | | | | | | 153 | | | | | | 137 | | | | | | 162 | | | | | | 202 | | |

| S&P 500 Food/Staple Retail Index | | | | | | 100 | | | | | | 106 | | | | | | 137 | | | | | | 144 | | | | | | 156 | | | | | | 202 | | |

| [Report of Management on Internal Control Over Financial [removed: Reporting](#ibaca98fafcc541bf8e54a141fda60e83_124)] [added: Reporting](#i21ff2967d6114a4e9f3f52aac8af4a94_124)] | | | [removed: [57](#ibaca98fafcc541bf8e54a141fda60e83_124)] [added: [57](#i21ff2967d6114a4e9f3f52aac8af4a94_124)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (PCAOB [removed: ID:](#ibaca98fafcc541bf8e54a141fda60e83_127) 42[)](#ibaca98fafcc541bf8e54a141fda60e83_127)] [added: ID:](#i21ff2967d6114a4e9f3f52aac8af4a94_127) 42[)](#i21ff2967d6114a4e9f3f52aac8af4a94_127)] | | | [removed: [58](#ibaca98fafcc541bf8e54a141fda60e83_127)] [added: [58](#i21ff2967d6114a4e9f3f52aac8af4a94_127)] | | |

| [Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB [removed: ID:](#ibaca98fafcc541bf8e54a141fda60e83_130) 42[)](#ibaca98fafcc541bf8e54a141fda60e83_130)] [added: ID:](#i21ff2967d6114a4e9f3f52aac8af4a94_130) 42[)](#i21ff2967d6114a4e9f3f52aac8af4a94_130)] | | | [removed: [59](#ibaca98fafcc541bf8e54a141fda60e83_130)] [added: [59](#i21ff2967d6114a4e9f3f52aac8af4a94_130)] | | |

| [Consolidated Balance [removed: Sheets](#ibaca98fafcc541bf8e54a141fda60e83_133)] [added: Sheets](#i21ff2967d6114a4e9f3f52aac8af4a94_133)] | | | [removed: [61](#ibaca98fafcc541bf8e54a141fda60e83_133)] [added: [61](#i21ff2967d6114a4e9f3f52aac8af4a94_133)] | | |

| [Consolidated Results of [removed: Operations](#ibaca98fafcc541bf8e54a141fda60e83_136)] [added: Operations](#i21ff2967d6114a4e9f3f52aac8af4a94_136)] | | | [removed: [62](#ibaca98fafcc541bf8e54a141fda60e83_136)] [added: [62](#i21ff2967d6114a4e9f3f52aac8af4a94_136)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ibaca98fafcc541bf8e54a141fda60e83_139)] [added: Income](#i21ff2967d6114a4e9f3f52aac8af4a94_139)] | | | [removed: [63](#ibaca98fafcc541bf8e54a141fda60e83_139)] [added: [63](#i21ff2967d6114a4e9f3f52aac8af4a94_139)] | | |

| [Changes in Consolidated Shareholders’ [removed: Equity](#ibaca98fafcc541bf8e54a141fda60e83_142)] [added: Equity](#i21ff2967d6114a4e9f3f52aac8af4a94_142)] | | | [removed: [64](#ibaca98fafcc541bf8e54a141fda60e83_142)] [added: [64](#i21ff2967d6114a4e9f3f52aac8af4a94_142)] | | |

| [Consolidated Cash [removed: Flows](#ibaca98fafcc541bf8e54a141fda60e83_148)] [added: Flows](#i21ff2967d6114a4e9f3f52aac8af4a94_148)] | | | [removed: [65](#ibaca98fafcc541bf8e54a141fda60e83_148)] [added: [65](#i21ff2967d6114a4e9f3f52aac8af4a94_148)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibaca98fafcc541bf8e54a141fda60e83_151)] [added: Statements](#i21ff2967d6114a4e9f3f52aac8af4a94_151)] | | | [removed: [66](#ibaca98fafcc541bf8e54a141fda60e83_151)] [added: [66](#i21ff2967d6114a4e9f3f52aac8af4a94_151)] | | |

Sysco’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published financial [removed: statements.][added: statements in accordance with U.S. generally accepted accounting principles.]

Sysco’s management assessed the effectiveness of Sysco’s internal control over financial reporting as of June [removed: 29, 2024.][added: 28, 2025.]

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control — Integrated Framework* *(2013).* Based on this assessment, management concluded that, as of June [removed: 29, 2024,] [added: 28, 2025,] Sysco’s internal control over financial reporting was effective based on those criteria.

Ernst & Young LLP, the independent registered public accounting firm that audited the company’s consolidated financial statements included in this report, has issued an audit report on the effectiveness of Sysco’s internal control over financial reporting as of June [removed: 29, 2024.][added: 28, 2025.]

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: Report of Independent Registered Public Accounting Firm]

We have audited Sysco Corporation and its [removed: Consolidated Subsidiaries’] [added: consolidated subsidiaries’] internal control over financial reporting as of June [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Sysco Corporation and its [removed: Consolidated Subsidiaries] [added: consolidated subsidiaries] (the Company) maintained, in all material respects, effective internal control over financial reporting as of June [removed: 29, 2024,] [added: 28, 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2024] [added: 2025] consolidated financial statements of the Company and our report dated August [removed: 27, 2024,] [added: 21, 2025,] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Sysco Corporation and its [removed: Consolidated Subsidiaries] [added: consolidated subsidiaries] (the Company) as of June [removed: 29, 2024] [added: 28, 2025] and [removed: July 1, 2023,] [added: June 29, 2024,] the related consolidated results of operations, statements of comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended June [removed: 29, 2024] [added: 28, 2025] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June [removed: 29, 2024] [added: 28, 2025] and [removed: July 1, 2023,] [added: June 29, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended June [removed: 29, 2024,] [added: 28, 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August [removed: 27, 2024] [added: 21, 2025] expressed an unqualified opinion thereon.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the [removed: consolidated] financial statements and (2) involved our especially challenging, subjective or complex judgments.

| *Description of the Matter* | | | | | | At June [removed: 29, 2024,] [added: 28, 2025,] the Company’s goodwill was [removed: $5.2 billion.] [added: $5,231 million.] As discussed in Note 1 of the consolidated financial statements, goodwill is tested by the Company’s management for impairment at least [removed: annually] [added: annually,] unless there are indications of impairment at other points throughout the fiscal year. Auditing management’s impairment tests for goodwill is complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting units. In particular, the fair value estimates of two reporting units were more sensitive to changes in significant assumptions including changes in projected cash flows or weighted average cost of capital. These assumptions are sensitive to and affected by expected future market or economic conditions and company-specific qualitative factors. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the [removed: design] [added: design,] and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. We also tested controls over management’s review of the data used in their valuation models. To test the estimated fair value of the two reporting units, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared projected cash flows to the Company’s historical cash flows and other available industry information. We involved our valuation specialists to assist in reviewing the valuation methodology and testing the weighted average cost of capital. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. | | |

| | | | Jun. [removed: 29, 2024] [added: 28, 2025] | | | | | | [removed: Jul. 1, 2023] [added: Jun. 29, 2024] | | | | | | [added: Jul. 1, 2023] | | |

| Cash and cash equivalents | | | $ | [removed: 696] [added: 1,071] | | | | | $ | [removed: 745] [added: 696] | | | | | [added: $] | [added: 745] | |

| Accounts receivable, less allowances of [removed: $54] [added: $17] and [removed: $46] [added: $54] | | | [removed: 5,324] [added: 5,502] | | | | | | [removed: 5,092] [added: 5,324] | | | | | | | | |

| Inventories | | | [removed: 4,678] [added: 5,053] | | | | | | [removed: 4,481] [added: 4,678] | | | | | | | | |

| Prepaid expenses and other current assets | | | [removed: 323] [added: 338] | | | | | | [removed: 284] [added: 323] | | | | | | | | |

| Income tax receivable | | | [removed: 22] [added: 4] | | | | | | [removed: 6] [added: 22] | | | | | | | | |

| Total current assets | | | [removed: 11,043] [added: 11,968] | | | | | | [removed: 10,608] [added: 11,043] | | | | | | | | |

| Plant and equipment at cost, less accumulated depreciation | | | [removed: 5,497] [added: 6,084] | | | | | | [removed: 4,915] [added: 5,497] | | | | | | | | |

| Goodwill | | | [removed: 5,153] [added: 5,231] | | | | | | [removed: 4,646] [added: 5,153] | | | | | | | | |

| Intangibles, less amortization | | | [removed: 1,188] [added: 1,080] | | | | | | [removed: 860] [added: 1,188] | | | | | | | | |

| Deferred income taxes | | | [removed: 445] [added: 497] | | | | | | [removed: 420] [added: 445] | | | | | | | | |

| Operating lease right-of-use assets, net | | | [removed: 923] [added: 1,131] | | | | | | [removed: 732] [added: 923] | | | | | | | | |

| Other assets | | | [removed: 668] [added: 783] | | | | | | [removed: 640] [added: 668] | | | | | | | | |

| Total other long-term assets | | | [removed: 8,377] [added: 8,722] | | | | | | [removed: 7,298] [added: 8,377] | | | | | | | | |

| Total assets | | | $ | [removed: 24,917] [added: 26,774] | | | | | $ | [removed: 22,821] [added: 24,917] | | | | | | | |

| Accounts payable | | | $ | [removed: 6,290] [added: 6,512] | | | | | $ | [removed: 6,025] [added: 6,290] | | | | | | | |

| Accrued expenses | | | [removed: 2,226] [added: 2,268] | | | | | | [removed: 2,251] [added: 2,226] | | | | | | | | |

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

August 21, 2025

Report of Independent Registered Public Accounting Firm

August 21, 2025

| Net earnings | | | $ | 1,828 | | | | | $ | 1,955 | | | | | $ | 1,770 | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 241 | | | | | | | | | | | | | | | | | | 241 | | |

| Treasury stock purchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,988,703 | | | | | | (1,250) | | | | | | (1,250) | | |

| Share-based compensation awards | | | | | | | | | | | | | | | 78 | | | | | | | | | | | | | | | | | | (2,726,730) | | | | | | 100 | | | | | | 178 | | |

| Adjustments to redeemable non-controlling interest | | | | | | | | | | | | | | | | | | | | | (19) | | | | | | | | | | | | | | | | | | | | | | | | (19) | | |

| Balance as of June 28, 2025 | | | 765,174,900 | | | | | | $ | 765 | | | | | $ | 1,986 | | | | | $ | 13,061 | | | | | $ | (1,098) | | | | | 287,678,658 | | | | | | $ | (12,884) | | | | | $ | 1,830 | |

| Net earnings | | | $ | 1,828 | | | | | $ | 1,955 | | | | | $ | 1,770 | |

| Goodwill impairment | | | 92 | | | | | | — | | | | | | — | | |

| (1) | | | Cash paid for income taxes, net for fiscal 2025 includes $190 million of cash paid for the purchase of federal tax credits. | | | | | | | | | | | |

In our annual fiscal 2025 assessment, we concluded that one reporting unit, Guest Worldwide, had a fair value less than book value due to its recent financial performance and downward revisions in its long-range financial outlook.

In the fourth quarter of fiscal 2025 we recorded a noncash goodwill impairment charge of $92 million for a portion of the goodwill attributable to our Guest Worldwide reporting unit.

This charge is included within operating expenses in the consolidated results of operations.

| Confirmed obligations outstanding as of June 29, 2024 | | | $ | 102 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Invoices confirmed during the year | | | 1,186 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Confirmed invoices paid during the year | | | (1,195) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Confirmed obligations outstanding as of June 28, 2025 | | | $ | 93 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Recent Accounting Guidance Adopted

Sysco adopted ASU 2023-07 effective with our fiscal 2025 10-K filing and the adoption only impacted our disclosures, with no impacts to our financial position or results of operations.

See Note 21 included in this Form 10-K for the additional segment disclosures required as a result of the adoption.

*Disaggregation of Income Statement Expenses*

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.

The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses included within commonly presented income statement captions.

The standard updates are to be applied prospectively with the option for retrospective application.

| | | | | | | Year Ended Jun. 28, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fresh and frozen meats | | | | | | $ | 10,674 | | | | | $ | 2,221 | | | | | $ | 2,291 | | | | | $ | — | | | | | $ | 15,186 | |

| Canned and dry products | | | | | | 10,586 | | | | | | 3,043 | | | | | | 1,016 | | | | | | — | | | | | | 14,645 | | |

| Dairy products | | | | | | 6,421 | | | | | | 1,695 | | | | | | 570 | | | | | | — | | | | | | 8,686 | | |

| Poultry | | | | | | 5,842 | | | | | | 1,135 | | | | | | 1,159 | | | | | | — | | | | | | 8,136 | | |

| Fresh produce | | | | | | 5,229 | | | | | | 1,103 | | | | | | 300 | | | | | | — | | | | | | 6,632 | | |

| Paper and disposables | | | | | | 4,109 | | | | | | 533 | | | | | | 802 | | | | | | 51 | | | | | | 5,495 | | |

| Beverage products | | | | | | 1,535 | | | | | | 750 | | | | | | 620 | | | | | | 81 | | | | | | 2,986 | | |

| Seafood | | | | | | 2,175 | | | | | | 434 | | | | | | 170 | | | | | | — | | | | | | 2,779 | | |

| Equipment and smallwares | | | | | | 1,138 | | | | | | 204 | | | | | | 49 | | | | | | 498 | | | | | | 1,889 | | |

| Other (1) | | | | | | 1,126 | | | | | | 976 | | | | | | 87 | | | | | | 460 | | | | | | 2,649 | | |

| Total Sales | | | | | | $ | 56,965 | | | | | $ | 14,905 | | | | | $ | 8,410 | | | | | $ | 1,090 | | | | | $ | 81,370 | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

August 27, 2024

| Balance as of July 3, 2021 | | | 765,174,900 | | | | | | $ | 765 | | | | | $ | 1,620 | | | | | $ | 10,152 | | | | | $ | (1,149) | | | | | 253,342,595 | | | | | | $ | (9,835) | | | | | $ | 1,553 | |

| Treasury stock purchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,698,991 | | | | | | (500) | | | | | | (500) | | |

| Share-based compensation awards | | | | | | | | | | | | | | | 146 | | | | | | | | | | | | | | | | | | (3,510,043) | | | | | | 128 | | | | | | 274 | | |

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 116 | | |

| Redemption premiums and repayments for senior notes | | | — | | | | | | — | | | | | | (1,396) | | |

| Cash received from termination of interest rate swap agreements | | | — | | | | | | — | | | | | | 23 | | |

In September 2022, the FASB issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier Finance Programs, Subtopic 405-50, that requires entities to disclose in the annual financial statements the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with information about their obligations under these programs, including a roll forward of those obligations.

Additionally, the guidance requires disclosure of the outstanding amount of the obligations as of the end of each interim period.

The guidance does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.

The guidance requires retrospective application to all periods in which a balance sheet is presented, except for the roll forward requirement, which will be applied prospectively.

Sysco completed its assessment of the disclosures required under ASU 2022-04 and adopted the standard, with the exception of the roll forward requirement, in the first quarter of fiscal 2024 on a retrospective basis.

| Financed payment obligations | | | $ | 102 | | | | | | | | $ | 100 | | | | | | | | | | | | | | | | | $ | 90 | |

| (1) | | | Due to the acquisition of Edward Don & Company (Edward Don), a distributor of foodservice equipment and supplies, “Equipment and smallwares” is now presented as a separate principal product category. See Note 4, “Acquisitions,” for details on this acquisition. | | |

| (1) | | | Due to the acquisition of Edward Don, a distributor of foodservice equipment and supplies, “Equipment and smallwares” is now presented as a separate principal product category. See Note 4, “Acquisitions,” for details on this acquisition. | | |

| Fresh and frozen meats | | | | | | $ | 9,641 | | | | | $ | 1,662 | | | | | $ | 1,967 | | | | | $ | — | | | | | $ | 13,270 | |

| Canned and dry products | | | | | | 8,811 | | | | | | 2,407 | | | | | | 734 | | | | | | 11 | | | | | | 11,963 | | |

| Poultry | | | | | | 5,719 | | | | | | 995 | | | | | | 977 | | | | | | — | | | | | | 7,691 | | |

| Dairy products | | | | | | 4,920 | | | | | | 1,257 | | | | | | 583 | | | | | | — | | | | | | 6,760 | | |

| Fresh produce | | | | | | 4,539 | | | | | | 912 | | | | | | 261 | | | | | | — | | | | | | 5,712 | | |

| Paper and disposables | | | | | | 3,731 | | | | | | 493 | | | | | | 778 | | | | | | 84 | | | | | | 5,086 | | |

| Seafood | | | | | | 2,599 | | | | | | 459 | | | | | | 156 | | | | | | — | | | | | | 3,214 | | |

| Beverage products | | | | | | 1,073 | | | | | | 474 | | | | | | 529 | | | | | | 83 | | | | | | 2,159 | | |

| Equipment and smallwares (1) | | | | | | 291 | | | | | | 268 | | | | | | 22 | | | | | | 431 | | | | | | 1,012 | | |

| Other (2) | | | | | | 841 | | | | | | 721 | | | | | | 84 | | | | | | 473 | | | | | | 2,119 | | |

| Total Sales | | | | | | $ | 48,521 | | | | | $ | 11,787 | | | | | $ | 7,246 | | | | | $ | 1,082 | | | | | $ | 68,636 | |

During fiscal 2024, we paid cash of $1.2 billion for several acquisitions.

On November 27, 2023, Sysco consummated its acquisition of Edward Don (or the acquiree) through a merger between Edward Don and a wholly owned subsidiary of Sysco Corporation, in which Sysco acquired 100% of the members’ equity of the acquiree for cash consideration of $965 million.

Edward Don is a leading distributor of foodservice equipment, supplies and disposables and has a robust supply chain that is expected to enable cost effective distribution of restaurant equipment and supplies across the Sysco network.

The assets, liabilities and operating results of Edward Don are reflected in our consolidated financial statements in accordance with ASC Topic No. 805, Business Combinations, commencing from the acquisition date.

The purchase price was allocated based on the company’s preliminary estimated fair value of the assets acquired and liabilities assumed, including intangibles, and the excess was assigned to goodwill.

Goodwill of $362 million is attributed to the U.S. Foodservice Operations reportable segment and represents synergies and disposable, supply and foodservice equipment capabilities and offerings expected to benefit Sysco’s existing business.

In certain circumstances, purchase price allocations may be based upon preliminary estimates and assumptions.

Accordingly, allocations are subject to revision until Sysco receives final information and completes its analysis during the measurement period.

This includes finalizing the valuation of acquired tangible and intangible assets and related tax attributes.

| (1) | | | Represents restricted cash balance recorded within other assets in the consolidated balance sheet. | | |

| Other assets (1) | | | 221 | | | | | | — | | | | | | — | | | | | | 221 | | |

| Total marketable securities | | | $ | 129 | | | | | $ | — | | | | | $ | (9) | | | | | $ | 120 | | | | | $ | 12 | | | | | $ | 108 | |

Sysco’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June [removed: 29, 2024.][added: 28, 2025.]

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the [removed: Securities and Exchange Commission’s] [added: SEC’s] rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is [added: recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and] accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure.

Based on the evaluation of our disclosure controls and procedures as of June [removed: 29, 2024,] [added: 28, 2025,] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.

There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter ended June [removed: 29, 2024,] [added: 28, 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Sysco’s independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our internal control over financial reporting, which appears in Item 8.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

During the quarter ended June 28, 2025, no director or executive officer of Sysco adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (each term as defined in Item 408(a) of Regulation S-K).

The table below shows the plans or other arrangements adopted or terminated during the quarter ended June 29, 2024 providing for the purchase and/or sale of Sysco securities by Sysco’s directors and Section 16 officers:

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | Title | | | Action | | | Date | | | Trading Arrangement | | | | | | Number of Securities Converted | | | Expiration Date (3) | | |

| Rule 10b5-1 (1) | | | Non-Rule 10b5-1 (2) | | | | | | | | | | | | | | | | | | | | |

| Eve McFadden | | | Senior Vice President, Legal, General Counsel and Corporate Secretary | | | Adopt | | | May 7, 2024 | | | x | | | | | | 10,535 shares to be sold | | | May 2, 2025 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| (1) | | | Intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c). | | |

| (2) | | | Non-Rule Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K. | | |

| (3) | | | Each Plan terminates on the earlier of: (i) the expiration date listed in the table above; (ii) the first date on which all trades set forth in the Plan have been executed; or (iii) such date the Plan is otherwise terminated according to its terms. | | |

The information required by this item will be included in our proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders [removed: under the following captions,] and is incorporated herein by [removed: reference thereto: “Corporate Governance,” “Executive Officers,” “Delinquent Section 16(a) Reports,” “Report of the Audit Committee” and “Board of Directors Matters.”][added: reference.]

The company has adopted the Securities Trading Policy (the Trading Policy) [added: reasonably designed] to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the company.

See also “Part I, Item 1.

Business - Information about our Executive Officers” of this Form 10-K.

The Trading Policy applies to all directors, officers and employees of the company (including its subsidiaries), and other covered persons.

A copy of the Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

The Trading Policy prohibits trading in Company securities while in possession of material non‐public information (MNPI).

The Trading Policy applies to all directors, officers and employees of the company (including its subsidiaries), anyone who lives in their household and family members whose transactions in company securities are directed by (or subject to the influence or control of) any such director, officer or employee.

This Trading Policy also applies to any corporation, partnership, trust or other legal entity controlled by a director, officer or employee of the company and any contractors or consultants who may have access to MNPI concerning the company.

In addition, the Trading Policy prohibits our directors, executive officers, and certain other employees (collectively, Insiders) from buying or selling company securities during certain periods, referred to as “Blackout Periods,” and from entering into certain hedging transactions.

Our Trading Policy also imposes additional trading restrictions applicable to our Insiders.

The foregoing summary of the Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Trading Policy attached hereto as Exhibit 19.1.

The information required by this item will be included in our proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders [removed: under the following captions] and is incorporated herein by [removed: reference thereto: “Compensation Discussion and Analysis,” “Report of the Compensation and Leadership Development Committee,” “Director Compensation” and “Executive Compensation.”][added: reference.]

The information required by this item will be included in our proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders [removed: under the following captions] and is incorporated herein by [removed: reference thereto: “Stock Ownership” and “Equity Compensation Plan Information.”][added: reference.]

The information required by this item will be included in our proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders [removed: under the following caption] and is incorporated herein by [removed: reference thereto: “Corporate Governance – Certain Relationships and Related Person Transactions” and “Corporate Governance – Director Independence.”][added: reference.]

The information required by this item will be included in our proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders [removed: under the following caption] and is incorporated herein by [removed: reference thereto: “Fees Paid to Independent Registered Public Accounting Firm.”][added: reference.]

| 3.4 | | | — | | | [Amended and Restated Bylaws of Sysco Corporation dated June [removed: 21, 2023,] [added: 20, 2024,] incorporated by reference to Exhibit [removed: 3.1] [added: 4.4] to the Form [removed: 8-K] [added: S-8] filed on [removed: June 23, 2023] [added: December 6, 2024] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602123000072/exhibit31final-amendedandr.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602124000220/exhibit44amendedandrestate.htm)] | | |

| 4.7 | | | — | | | [removed: [Forty-Fourth] [added: [Forty-Sixth] Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: November 17, 2023,] [added: February 25, 2025, by and] among [removed: Sysco Corporation,] the [removed: guarantors named therein] [added: Company, the Subsidiary Guarantors] and [removed: U.S. Bank National Association, as Trustee,] [added: the Trustee] relating to the [removed: 5.750% Senior] [added: 2030] Notes [removed: due 2029,] [added: (including the Form of 5.100% Senior Note),] incorporated by reference to Exhibit 4.1 to the [added: current report on] Form 8-K filed on [removed: November 17, 2023] [added: February 25, 2025] (File No. [removed: 1-06544)](https://www.sec.gov/Archives/edgar/data/0000096021/000119312523279789/d620250dex41.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000119312525035219/d896795dex41.htm)] | | |

| 4.8 | | | — | | | [removed: [Forty-Fifth] [added: [Forty-Seventh] Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: November 17, 2023,] [added: February 25, 2025, by and] among [removed: Sysco Corporation,] the [removed: guarantors named therein] [added: Company, the Subsidiary Guarantors] and [removed: U.S. Bank National Association, as Trustee,] [added: the Trustee] relating to the [removed: 6.000% Senior] [added: 2035] Notes [removed: due 2034,] [added: (including the Form of 5.400% Senior Note),] incorporated by reference to Exhibit 4.2 to the [added: current report on] Form 8-K filed on [removed: November 17, 2023] [added: February 25, 2025] (File No. [removed: 1-06544).](https://www.sec.gov/Archives/edgar/data/0000096021/000119312523279789/d620250dex42.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000119312525035219/d896795dex42.htm)] | | |

| 4.9# | | | — | | | [Description of Sysco Corporation [removed: Securities.](https://www.sec.gov/Archives/edgar/data/96021/000009602124000128/exhibit49descriptionofsysc.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/96021/000009602125000099/exhibit49descriptionofsysc.htm)] | | |

| [removed: 10.2] [added: 10.4] | | | — | | | [Form of Amended and Restated Commercial Paper Dealer Agreement, dated as of September 2, 2022, by and between Sysco Corporation, as Issuer, and the applicable Dealer party thereto, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended October 1, 2022 filed on November 2, 2022 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602122000211/exhibit102-syscoxcpp2022xi.htm) | | |

| [removed: 10.3] [added: 10.5] | | | — | | | [Amended and Restated Issuing and Paying Agent Agreement, dated as of September 2, 2022, by and between U.S. Bank Trust Company, National Association, as Issuing and Paying Agent, and Sysco Corporation, as Issuer, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended October 1, 2022 filed on November 2, 2022 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602122000211/exhibit102-syscoxcpp2022xi.htm) | | |

| [removed: 10.4] [added: 10.6] | | | — | | | [Issuing and Paying Agency Agreement dated April 30, 2020 between Brake Bros. Limited, as Issuer, and Deutsche Bank AG, London Branch, as Issuing and Paying Agent, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended March 28, 2020 filed on May 6, 2020 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602120000044/exhibit101q320.htm) | | |

| [removed: 10.5] [added: 10.7] | | | — | | | [Dealer Agreement dated April 30, 2020 between Brake Bros. Limited, as Issuer, and Barclays Bank PLC, as Arranger, and Barclays Bank PLC, as Dealer, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended March 28, 2020 filed on May 6, 2020 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602120000044/exhibit102q320.htm) | | |

| [removed: 10.6] [added: 10.8] | | | — | | | [Demand Facility Agreement, dated as of June 30, 2011, between SFS Canada I, LP and The Toronto-Dominion Bank, incorporated by reference to Exhibit 10.7 to the Form 10-K for the year ended July 2, 2011 filed on August 30, 2011 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000095012311081150/h84293exv10w7.htm) | | |

| [removed: 10.7] [added: 10.9] | | | — | | | [Guaranty Agreement, dated as of June 30, 2011, between Sysco Corporation and The Toronto-Dominion Bank, incorporated by reference to Exhibit 10.8 to the Form 10-K for the year ended July 2, 2011 filed on August 30, 2011 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000095012311081150/h84293exv10w8.htm) | | |

| [removed: 10.8†] [added: 10.10†] | | | — | | | [Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective June 29, 2013, incorporated by reference to Exhibit 10.11 to the Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602113000073/syy-20130629ex1011a3a50.htm) | | |

| [removed: 10.9†] [added: 10.11†] | | | — | | | [2015-1 Amendment to the Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, incorporated by reference to Exhibit 10.16 to the Form 10-K for the year ended June 27, 2015 filed on August 25, 2015 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602115000057/syy2015yeexhibit1016.htm) | | |

| [removed: 10.10†] [added: 10.12†] | | | — | | | [Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, including the Amended and Restated Sysco Corporation MIP Retirement Program, attached as Appendix I, effective as of June 29, 2013, incorporated by reference to Exhibit 10.16 to the Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602113000073/syy-20130629ex10169355f.htm) | | |

| [removed: 10.11†] [added: 10.13†] | | | — | | | [First Amendment to the Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended March 29, 2014 filed on May 6, 2014 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602114000027/syy-20140329ex10200879c.htm) | | |

| [removed: 10.12†] [added: 10.14†] | | | — | | | [Amended and Restated Sysco Corporation MIP Retirement Program, effective as of June 29, 2013, incorporated by reference to Exhibit 10.17 to the Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602113000073/syy-20130629ex1017eb723.htm) | | |

| [removed: 10.13†] [added: 10.15†] | | | — | | | [First Amendment to the Amended and Restated Sysco Corporation MIP Retirement Program, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended March 29, 2014 filed on May 6, 2014 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602114000027/syy-20140329ex10369a617.htm) | | |

| [removed: 10.14†] [added: 10.16†] | | | — | | | [Amended and Restated Sysco Corporation Management Savings Plan, effective as of June 29, 2013, incorporated by reference to Exhibit 10.19 to the Form 10-K for the year ended June 29, 2013 filed on August 27, 2013 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602113000073/syy-20130629ex101971540.htm) | | |

| [removed: 10.15†] [added: 10.17†] | | | — | | | [First Amendment to the Amended and Restated Sysco Corporation Management Savings Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended March 29, 2014 filed on May 6, 2014 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602114000027/syy-20140329ex101a6a622.htm) | | |

| [removed: 10.16†] [added: 10.18†] | | | — | | | [2016-1 Amendment to the Amended and Restated Sysco Corporation Management Savings Plan, adopted effective November 15, 2016, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended December 31, 2016 filed on February 7, 2017 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602117000035/exhibit101-amendment2016x1.htm) | | |

| [removed: 10.17†] [added: 10.19†] | | | — | | | [Amendment 2018-1 to the Sysco Corporation Management Savings Plan, adopted effective January 1, 2018, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended December 30, 2017 filed on February 6, 2018 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602118000038/exhibit101amendmenttomsp.htm) | | |

| [removed: 10.18†] [added: 10.20†] | | | — | | | [Amendment 2018-2 to the Sysco Corporation Management Savings Plan, adopted effective May 25, 2018, incorporated by reference to Exhibit 10.27 to the Form 10-K for the year ended June 30, 2018 filed on August 27, 2018(File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602118000126/exhibit1027amendmenttomsp.htm) | | |

| [removed: 10.19†] [added: 10.22†] | | | — | | | [Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 99.1 to the Form S-8 filed on November 15, 2013 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000119312513443513/d628763dex991.htm) | | |

| [removed: 10.20†] [added: 10.23†] | | | — | | | [Amendment 2017-1 to the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.30 to the Form 10-K for the year ended July 1, 2017 filed on August 30, 2017 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602117000120/exhibit1030-amendment2017x.htm) | | |

| [removed: 10.21†] [added: 10.24†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2016) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended December 26, 2015 filed on February 2, 2016 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602116000165/exhibit102to2q2016form10-q.htm) | | |

| [removed: 10.22†] [added: 10.25†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2017) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended October 1, 2016 filed on November 8, 2016 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602116000318/exhibit103-aug2016regoptio.htm) | | |

| [removed: 10.23†] [added: 10.26†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2018) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended September 30, 2017 filed on November 9, 2017 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602117000170/exhibit103stockoptionagree.htm) | | |

| [removed: 10.24†] [added: 10.27†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2019) for executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended September 29, 2018 filed on November 6, 2018 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602118000178/exhibit103stockoptionagree.htm) | | |

| [removed: 10.25†] [added: 10.28†] | | | — | | | [Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Annex II to the Sysco Corporation Proxy Statement filed October 5, 2018 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000130817918000271/lsyy2018_def14a.htm#lsyya065) | | |

| [removed: 10.26†] [added: 10.29†] | | | — | | | [removed: [Sysco](https://www.sec.gov/Archives/edgar/data/96021/000009602123000201/exhibit101-syscoxfy24aipxf.htm) [Corporation] [added: [Sysco Corporation] Annual Incentive Program (AIP) for Fiscal Year [removed: 2024] [added: 2025] adopted July 31, [removed: 2023,] [added: 2024,] incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended September [removed: 30, 2023] [added: 28, 2024] filed on [removed: November 1, 2023] [added: October 30, 2024] (File No. [removed: 1-6544)](https://www.sec.gov/Archives/edgar/data/96021/000009602123000201/exhibit101-syscoxfy24aipxf.htm)] [added: 1-6544)](https://www.sec.gov/Archives/edgar/data/0000096021/000009602124000186/exhibit101-syscoxfy25aipq1.htm)] | | |

| [removed: 10.27†] [added: 10.30†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2020) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.41 to the Form 10-K for the fiscal year ended June 29, 2019 filed on August 26, 2019(File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602119000093/exhibit1041stockoption.htm) | | |

| [removed: 10.28†] [added: 10.31†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2021) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended September 26, 2020 filed on November 4, 2020 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602120000122/exhibit102-stockoption.htm) | | |

| [removed: 10.29†] [added: 10.32†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2022) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.4 to the Form 10-Q for the quarter ended October 2, 2021 filed on November 9, 2021 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602121000139/exhibit104-stockoptionawar.htm) | | |

| [removed: 10.30†] [added: 10.33†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2023) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.4 to the Form 10-Q for the quarter ended October 1, 2022 filed on November 2, 2022 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602122000211/exhibit104-syyxstockoption.htm) | | |

| [removed: 10.31†] [added: 10.34†] | | | — | | | [Form of Stock Option Grant Agreement (Fiscal Year 2024) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended September 30, 2023 filed on November 1, 2023 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602123000201/exhibit102-syyxstockoption.htm) | | |

| [removed: 10.32†] [added: 10.36†] | | | — | | | [Form of Performance Share Unit Grant Agreement (Fiscal Year [removed: 2022)] [added: 2024)] for executive officers under the Sysco Corporation 2018 Omnibus Incentive [removed: Plan ,] [added: Plan,] incorporated by reference to Exhibit [removed: 10.6] [added: 10.4] to the Form 10-Q for the quarter ended [removed: October 2, 2021] [added: September 30, 2023] filed on November [removed: 9, 2021] [added: 1, 2023] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602121000139/exhibit106-psuawardagmtdiv.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602123000201/exhibit104-syyxpsuawardagm.htm)] | | |

| [removed: 10.33†] [added: 10.39†] | | | — | | | [Form of Restricted Stock Unit Grant Agreement (Fiscal Year 2023) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.5 to the Form 10-Q for the quarter ended October 1, 2022 filed on November 2, 2022 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602122000211/exhibit105-syyxrsuagmtdive.htm) | | |

| [removed: 10.34†] [added: 10.37†] | | | — | | | [Form of Performance Share Unit Grant Agreement (Fiscal Year [removed: 2024)] [added: 2025)] for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.4 to the Form 10-Q for the quarter ended September [removed: 30, 2023] [added: 28, 2024] filed on [removed: November 1, 2023] [added: October 30, 2024] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602123000201/exhibit104-syyxpsuawardagm.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602124000186/exhibit104syy-psuawardagmt.htm)] | | |

| [removed: 10.35†] [added: 10.38†] | | | — | | | [removed: [Performance] [added: [Form of Performance] Share Unit Grant Agreement – Retention Award for [removed: Greg Bertrand] [added: Thomas R. Peck Jr.] dated [removed: August 19, 2021,] [added: February 26, 2025,] pursuant to the Sysco 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit [removed: 10.9] [added: 10.1] to the Form 10-Q for the quarter ended [removed: October 2, 2021] [added: March 29, 2025] filed on [removed: November 9, 2021] [added: April 30, 2025] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602121000139/exhibit109-psuawardagmtdiv.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602125000037/exhibit101-syyxpsuawardagm.htm)] | | |

| [removed: 10.36†] [added: 10.40†] | | | — | | | [Form of Restricted Stock Unit Grant Agreement (Fiscal Year [removed: 2022)] [added: 2024)] for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit [removed: 10.5] [added: 10.3] to the Form 10-Q for the quarter ended [removed: October 2, 2021] [added: September 30, 2023] filed on November [removed: 9, 2021] [added: 1, 2023] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602121000139/exhibit105-rsuagmtdivequiv.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602123000201/exhibit103-syyxrsuagmtdive.htm)] | | |

| [removed: 10.37†] [added: 10.41†] | | | — | | | [Form of Restricted Stock Unit Grant Agreement (Fiscal Year [removed: 2023)] [added: 2025)] for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit [removed: 10.5] [added: 10.3] to the Form 10-Q for the quarter ended [removed: October 1, 2022] [added: September 28, 2024] filed on [removed: November 2, 2022] [added: October 30, 2024] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602122000211/exhibit105-syyxrsuagmtdive.htm)] [added: 1-6544).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000096021/000009602124000186/syy-20240928.htm)] | | |

| 10.2# | | | — | | | [Amendment No. 1, dated June 11, 2024, to the Credit Agreement among Sysco Corporation, Bank of America, N.A., as administrative agent and certain lenders and guarantors party thereto.](https://www.sec.gov/Archives/edgar/data/96021/000009602125000099/exhibit102syscocdorremedia.htm) | | |

| 10.3# | | | — | | | [Amendment No. 2, dated June 4, 2025, to Credit Agreement among Sysco Corporation, Sysco Global Holdings B. V., Sysco Canada, Inc., Sysco EU II S.À R.L., Bank of America, N.A., as administrative agent and certain lenders and guarantors party thereto.](https://www.sec.gov/Archives/edgar/data/96021/000009602125000099/exhibit103sysco2025amendme.htm) | | |

| 10.21† | | | — | | | [Amendment 2024-1 to the Sysco Corporation Management Savings Plan, adopted effective January 1, 2025, incorporated by reference to Exhibit 10.4 to the Form 10-Q for the quarter ended December 28, 2024, filed on January 29, 2025 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602125000010/exhibit104-syscocorporatio.htm) | | |

| 97.1 | | | — | | | [Sysco Corporation Executive Officer Incentive Payment Clawback Policy incorporated by reference to Exhibit 97.1 to the Form 10-K for the year ended June 29, 2024 filed on August 28 2024 (File No. 1-6544).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000096021/000009602124000128/syy-20240629.htm) | | |

| | | | | | | | | |

| 10.57† | | | — | | | [Letter Agreement, dated as of March 25, 2023, by and between Neil Russell and Sysco Corporation, incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended April 1, 2023 filed on May 2, 2023 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602123000065/a102neilrussellofferletter.htm) | | |

| 10.58† | | | — | | | [Letter Agreement, dated as of September 29, 2023, by and between Jennifer L. Johnson and Sysco Corporation, incorporated by reference to Exhibit 10.7 to the Form 10-Q for the quarter ended September 30, 2023 filed on November 1, 2023 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602123000201/exhibit107-jennyjohnsonoff.htm) | | |

| 10.59† | | | — | | | [Letter Agreement, dated as of October 2, 2023, by and between Judith S. Sansone and Sysco Corporation, incorporated by reference to Exhibit 10.8 to the Form 10-Q for the quarter ended September 30, 2023 filed on November 1, 2023 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602123000201/exhibit108-sansonejudyxbus.htm) | | |

| 19.1 # | | | — | | | [Sysco Corporation Securities Trading Policy.](https://www.sec.gov/Archives/edgar/data/96021/000009602124000128/exhibit191securitiestradin.htm) | | |

| 97.1# | | | — | | | [Sysco Corporation Executive Officer Incentive Payment Clawback Policy.](https://www.sec.gov/Archives/edgar/data/96021/000009602124000128/exhibit971-syscoclawbackpo.htm) | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Sysco Corporation has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this [removed: 27th] [added: 21st] day of August [removed: 2024.][added: 2025.]

| /s/ KENNY K. CHEUNG | | | Executive Vice [removed: President and] [added: President,] Chief Financial Officer | | |

| /s/ JENNIFER L. JOHNSON | | | Senior Vice [removed: President and] [added: President,] Chief Accounting Officer | | |