Sysco (SYY) 10-K risk factor changes: FY2026 vs FY2025

The future success of our operations, including the achievement of our strategic objectives, depends on our ability, and the ability of certain third parties on which we rely, to identify, recruit, develop and retain diverse, qualified and talented [removed: individuals.]

- 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, [added: and] impact consumer confidence and foot traffic to restaurants.

The price and supply of fuel can fluctuate significantly based on international, political and economic circumstances (such as the invasion of Ukraine by the Russian Federation (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 [added: concerns.]

In addition, our future use of fuel derivatives would expose us to the risk that any of our counterparties fails to perform [removed: its] [added: their] obligations, whether due to [removed: its] [added: their] insolvency or otherwise, which could result in financial losses.

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

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

New and increasing competitive sources may result in increased focus on pricing and on [added: limiting price increases or may require increased discounting or other concessions.]

[added: In addition, from] time to time we establish and publicly announce goals and commitments related to sustainability matters, including those related to reducing our impact on the environment.

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 [removed: the SEC,] European and other regulators, such as the Corporate Sustainability Reporting Directive (CSRD) in the European Union and 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.

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 [added: customers might owe us.]

Changes in consumer eating habits (such as a decline in consuming food away from home, a decline in portion sizes, [added: the impact of advancements in pharmaceutical therapies] or a shift in preferences toward restaurants that are not our customers) could reduce demand for our products.

[removed: We] may not be able to effectively respond to changes in consumer health perceptions or resulting new laws or regulations or to adapt our menu offerings to trends in eating habits.

[added: Risks inherent in branching out into such complementary markets also] include the costs and difficulties of managing operations outside of our core business, which may require additional skills and competencies, as well as difficulties in identifying and gaining access to suppliers or customers in new markets.

Our analysis is ongoing as the OECD continues to release additional guidance, countries enact legislation, and the potential U.S. [removed: response.][added: response develops.]

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 [removed: results.][added: results and cash flows.]

[removed: Although we believe that our income and non-income-based tax estimates are appropriate, there is] no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals.

Although we believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded in our Consolidated Financial Statements and may materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement [removed: occurs.][added: occur.]

Any product recall or withdrawal, whether as a result of injury, illness or death or [removed: otherwise and] [added: otherwise,] 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.

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

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

[added: 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.

If these service providers do not perform effectively due to breach or system failure, we may not be able to achieve the expected [removed: benefits] [added: benefits,] and our business may be disrupted.

Our efforts to prevent security breaches and cybersecurity incidents, and to implement effective disaster recovery plans, may not be entirely effective to insulate us from technology disruption or protect us from adverse effects on our results of [removed: operations.]

We have [added: incorporated] and are continuing to incorporate artificial intelligence, including machine learning, in certain of our operations, such as sales, support and supply chain operations, and may in the future incorporate artificial intelligence into more of our operations, with the intent [removed: to enhance] [added: of enhancing] their operation and effectiveness.

The legal and regulatory landscape and industry standards surrounding artificial intelligence technologies [removed: is] [added: are] rapidly evolving and [removed: remains] [added: remain] uncertain, and compliance may impose significant operational costs and may limit our ability to develop, deploy or use artificial intelligence technologies.

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

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

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

If we do not provide sufficient resources to ensure we are able to respond, adapt and implement the necessary requirements to respond, or we do not respond sufficiently to the various forthcoming changes, which could include federal data privacy requirements in the [removed: US,] [added: U.S.,] while continuing to maintain our compliance with global data privacy laws, this could adversely impact our reputation and we could face exposure to fines levied by regulators and class action and similar litigation risks, which could have a significant financial impact on our business.

As described in Note 12, “Debt and Other Financing Arrangements,” in the Notes to Consolidated Financial Statements in Item 8, as of June [removed: 28, 2025,] [added: 27, 2026,] we had approximately [removed: $13.3] [added: $13.5] billion of total indebtedness, which primarily includes our outstanding senior notes.

Of the [removed: $13.3] [added: $13.5] billion of total indebtedness, [removed: $1.75 billion] [added: $792 million] will mature within the next twelve months.

In fiscal [removed: 2025,] [added: 2026,] our total contributions to these plans were approximately [removed: $66] [added: $68] million.

We estimate our share of the aggregate withdrawal liability on the multiemployer plans in which we participate could have been as much as [removed: $150] [added: $66] million as of August [removed: 5, 2025.][added: 4, 2026.]

This estimate is based on the information available from plan administrators, which had valuation dates [removed: between February 1, 2020 and December 31, 2024.]

As the valuation dates for all of the plans were between [removed: February 1, 2020] [added: December 31, 2021] and December 31, [removed: 2024,] [added: 2025,] the company’s estimate reflects the condition of the financial markets as of this date range.

A significant increase in funding requirements could adversely affect our financial condition, results of operations and cash [removed: flows.][added: flow.]

We had a pension obligation of $2.6 billion, as compared to assets totaling [removed: $2.5] [added: $2.6] billion, as of June [removed: 28, 2025,] [added: 27, 2026,] both of which have sensitivity to financial market factors that could impact our funding requirements.

As of June [removed: 28, 2025,] [added: 27, 2026,] we had approximately 75,000 employees, approximately 14% of whom were represented by unions, primarily the International Brotherhood of Teamsters and unions in France and Sweden.

Approximately [removed: 14%] [added: 26%] of our union [added: U.S.] employees [added: and 22% of our union international employees] are covered by collective bargaining agreements that are subject to renegotiation in fiscal [removed: 2026.][added: 2027.]

Risk Factor Summary

The following is a summary of the principal risks that could materially and adversely affect our business, financial condition, results of operations and cash flows, or the value of our securities.

This summary does not describe all of the risks we face and should be read together with the more detailed discussion of the risk factors set forth below in this Item 1A and elsewhere in this Annual Report on Form 10-K.

Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business.

- Our industry is characterized by low margins, and periods of significant or prolonged inflation or deflation affect our product costs and may negatively impact our profitability and results of operations.

- A shortage of qualified labor and increases in labor costs could adversely affect our business and materially reduce earnings.

- Global health developments and economic uncertainty resulting from global public health crises may adversely affect our business, financial condition and results of operations.

- Unfavorable macroeconomic conditions, as well as unfavorable conditions in particular local markets, may adversely affect our results of operations and financial condition.

- We may not be able to fully compensate for increases in fuel costs, and fuel hedging arrangements intended to contain fuel costs could result in above market fuel costs, any of which could adversely affect our results of operations.

- Economic and political instability and changes in laws and regulations could adversely affect our results of operations and financial condition.

- Competition and the impact of GPOs may reduce our margins and make it difficult for us to maintain our market share, growth rate and profitability.

- Conditions beyond our control can interrupt our supplies, increase our product costs and impair our ability to deliver products and services to our customers, any of which could adversely affect our business, results of operations and financial condition.

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

- Adverse publicity about us or lack of confidence in our products could negatively impact our reputation and reduce earnings.

- Our relationships with long-term customers may be materially diminished or terminated, which could adversely affect our business, financial condition and results of operations.

- Our anticipated change to the mix of locally managed customers versus multi-unit customers could reduce our gross and operating margins.

- Changes in consumer eating habits could materially and adversely affect our business, financial condition, and results of operations.

- Expanding into new markets and complementary lines of business presents unique challenges and may not be successful, and failure to successfully expand may adversely affect the implementation of our business strategy.

- Changes in applicable tax laws or regulations and the resolution of tax disputes could negatively affect our financial results.

- If our products are alleged to have caused injury, illness, or 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.

- If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could materially adversely affect our business.

- We may incur significant costs to comply with environmental laws and regulations, and we may be subject to substantial fines, penalties or third-party claims for non-compliance.

- If we are unable to finance and integrate acquired businesses effectively, our earnings per share could be materially adversely affected.

- We rely on technology in our business, and any cybersecurity incident, other technology disruption or delay in implementing new technology could negatively affect our business and our relationships with customers.

- Our growing use of artificial intelligence systems in our operations poses inherent risks and could adversely affect our results of operations.

- Our failure to comply with data privacy regulations could adversely affect our business.

- Our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position.

- We may be required to pay material amounts under multiemployer defined benefit pension plans, which could adversely affect our financial condition, results of operations and cash flows.

- Our funding requirements for our company-sponsored qualified pension plan may increase should financial markets experience future declines, which could adversely affect our financial condition, results of operations and cash flows.

- Failure to successfully renegotiate union contracts could result in work stoppages, which could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to the Transactions

- The Transactions are subject to conditions, some or all of which may not be satisfied on a timely basis, if at all.

- We and Jetro Restaurant Depot are subject to business uncertainties and contractual restrictions while the Transactions are pending.

- The mergers are subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on us following the Transactions or that could delay, prevent or increase the costs associated with completion of the Transactions.

- We may not be able to obtain financing for Transactions on favorable terms or at all.

- We may not achieve the intended benefits, and the Transactions may disrupt our current plans or operations.

- Potential litigation against us could result in substantial costs, an injunction preventing the completion of the Transactions and/or a judgment resulting in the payment of damages.

- Our existing stockholders will have reduced ownership and economic interest in Sysco Holdings after the Transactions.

- The Transactions may not qualify for the expected tax treatment, which could make holders of our common stock subject to U.S. federal income tax in connection with the Transactions.

Industry and General Economic Risks

concerns.

limiting price increases or may require increased discounting or other concessions.

In addition, from

customers might owe us.

Risks inherent in branching out into such complementary markets also

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

In the UK and Europe, the General Data Protection Regulation (the GDPR) places stringent requirements on companies when handling personal data and local regulatory guidance continues to evolve.

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.

For example, the California Privacy Rights Act (the 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.

The resulting new regulations became effective on January 1, 2023.

Most notably, employee and business data were brought into scope, which raises the compliance requirements for us significantly, in terms of internal controls, processes and governance requirements.

The following discussion and analysis of Sysco’s financial condition, results of operations and liquidity and capital resources for the fiscal years ended June [removed: 28, 2025] [added: 27, 2026] and June [removed: 29, 2024] [added: 28, 2025] 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: 2024] [added: 2025] to fiscal [removed: 2023] [added: 2024] 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 June [removed: 29, 2024,] [added: 28, 2025,] filed with the Securities and Exchange Commission on August [removed: 28, 2024.][added: 22, 2025.]

We estimate that we serve about [removed: 17%] [added: 18%] of an approximately [removed: $370] [added: $377] 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: 2024.][added: 2025.]

Technomic projects the market size to increase to approximately [removed: $382] [added: $390] billion by the end of calendar year [removed: 2025.][added: 2026.]

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: 2024.][added: 2025.]

[removed: Adjusted] [added: Excluding Certain Item expenses, adjusted] operating income increased [removed: 1.2%] [added: 2.6%] as compared to fiscal [removed: 2024.][added: 2025.]

See below for a comparison of our fiscal [removed: 2025] [added: 2026] results to our fiscal [removed: 2024] [added: 2025] results, both including and excluding Certain Items (as defined below).

Below is a comparison of results from fiscal [removed: 2025] [added: 2026] to fiscal [removed: 2024:][added: 2025:]

◦adjusted operating income increased [removed: 1.2%,] [added: 2.6%,] or [removed: $42] [added: $91] million, to [removed: $3.5] [added: $3.6] billion;

◦decreased [removed: 6.5%,] [added: 3.9%,] or [removed: $127] [added: $71] million, to $1.8 billion;

◦adjusted net earnings increased [removed: 0.8%,] [added: 1.4%,] or [removed: $17] [added: $31] million, to $2.2 billion;

◦decreased [removed: 4.1%,] [added: 1.9%,] or [removed: $0.16,] [added: $0.07,] to [removed: $3.74] [added: $3.67] from the comparable prior year amount of [removed: $3.90] [added: $3.74] per share;

◦decreased [removed: 4.1%,] [added: 1.9%,] or [removed: $0.16,] [added: $0.07,] to [removed: $3.73] [added: $3.66] from the comparable prior year amount of [removed: $3.89] [added: $3.73] per share;

◦adjusted diluted earnings per share were [removed: $4.46] [added: $4.61] in fiscal [removed: 2025,] [added: 2026,] a $0.15 increase from the comparable prior year amount of [removed: $4.31] [added: $4.46] per share;

◦decreased [removed: 1.2%,] [added: 0.7%,] or [removed: $50] [added: $26] million, to $4.0 billion; and

◦adjusted EBITDA increased [removed: 2.4%,] [added: 2.2%,] or [removed: $101] [added: $94] million, to [removed: $4.3] [added: $4.4] billion.

[removed: Other than EBITDA and] free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of: (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions.

Fiscal [added: year] 2025 results of operations were also negatively impacted by a noncash goodwill impairment charge.

No similar charge was applicable in fiscal [removed: 2024.][added: year 2026.]

The fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024] [added: 2025] 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.

Management believes that adjusting its operating expenses, operating income, [added: interest expense,] other (income) expense, net earnings and diluted earnings per share to remove these Certain Items, provides an important perspective with respect to our underlying business trends and results.

[added: 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.

During fiscal [removed: 2025,] [added: 2026,] Sysco [removed: was impacted by] [added: experienced the effects of] negative year-over-year [added: restaurant] foot traffic [removed: to restaurants.][added: trends.]

[removed: We] [added: Despite these near-term trends, we continue to] believe the food-away-from-home sector is a healthy long-term growth market, and Sysco is diversified and well positioned as a market leader in food service.

The most significant factor affecting our sales and gross profit performance in fiscal [removed: 2025] [added: 2026] was product cost inflation, as we experienced [removed: 2.5%] [added: 3.0%] inflation at the total enterprise level.

U.S. Foodservice experienced a [removed: 0.5%] [added: 1.4%] improvement in total case volume and a [removed: 1.4% decrease] [added: 1.7% increase] in local case volume as compared to fiscal [removed: 2024.][added: 2025.]

This volume reflects our broadline and specialty [removed: businesses, except for our specialty meats business, which measures its volume in pounds.][added: businesses.]

We experienced growth in local case volume in our International Foodservice segment of approximately [removed: 4.0%] [added: 4.3%] in fiscal [removed: 2025,] [added: 2026,] as compared to fiscal [removed: 2024.][added: 2025.]

We experienced inflation at a rate of [removed: 3.5%] [added: 2.8%] and [removed: 2.5%] [added: 3.0%] in the fourth quarter and for fiscal [removed: 2025,] [added: 2026,] respectively, at the total enterprise level, primarily driven by inflation in the [removed: dairy, poultry,] [added: meat, seafood,] and [removed: meat] [added: fresh produce] categories.

Gross margin [removed: decreased 13] [added: increased 10] basis points in fiscal [removed: 2025] [added: 2026] as compared to fiscal [removed: 2024,] [added: 2025,] primarily as a result of [added: our strategic sourcing efforts and] a shift in our customer mix driven by [removed: national sales volumes outpacing] local [removed: sales volumes and a decrease in Sysco brand penetration rates.][added: case growth outpacing national case growth.]

Gross margin [removed: increased 19] [added: decreased 17] basis points in the fourth quarter of fiscal [removed: 2025] [added: 2026] as compared to the fourth quarter of fiscal [removed: 2024,] [added: 2025,] primarily [removed: as a result] [added: due to the lapping] of [removed: disciplined] [added: favorable benefits from] strategic sourcing [removed: efforts.][added: initiatives in the fourth quarter of fiscal 2025 and the increased cost of fuel across the business.]

We expect to grow our revenue [removed: and earnings] in fiscal [removed: 2026.][added: 2027.]

In total, we expect these factors to result in net sales growth across the enterprise of [removed: 3%] [added: 6%] to [removed: 5%] [added: 7%] in fiscal [removed: 2026.][added: 2027.]

[removed: We] [added: In addition, we] believe the advancements that have been made in our [removed: physical capabilities,] [added: operational capabilities] and [removed: the] [added: ongoing] investments [removed: made to improve training, will result] in [removed: continued] [added: employee training will continue to drive] supply chain productivity [removed: improvements] [added: gains] and [removed: in lowered costs] [added: reduce the cost] to serve our customers.

[removed: Goodwill Impairment][added: | Impact of goodwill impairment | | | — | | | | | | (92) | | | | | | 92 | | | | | | NM | | |]

[removed: During the fourth quarter of fiscal 2025 we recorded] [added: The improvement in operating income is due to] a noncash goodwill impairment charge of $92 million [added: that was recorded in fiscal 2025 within operating expenses] for a portion of the goodwill attributable to our Guest Worldwide reporting unit.

Our effective tax rate for fiscal [removed: 2025] [added: 2026] was [removed: 24.3%] [added: 22.8%] and is expected to be approximately [removed: 23.5%] [added: 23.7%] to [removed: 24.0%] [added: 24.2%] in fiscal [removed: 2026.][added: 2027.]

[removed: The OBBBA] [added: On July 4, 2025, President Trump signed into law the legislation of OBBBA, that] 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.

This company’s results are included within International Foodservice Operations and were not material to our results in fiscal [removed: 2025.][added: 2026.]

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

Our fiscal 2026 results reflected sales growth of 3.9% as compared to fiscal 2025, driven by inflation and volume growth, including contributions from recent acquisitions.

Sales increased across our U.S. Foodservice Operations, International Foodservice Operations, and SYGMA segments.

Gross profit increased 4.5% as compared to fiscal 2025, primarily due to our strategic sourcing efforts and higher volumes from local customers.

Operating income increased 0.2% as compared to fiscal 2025, primarily due to gross profit gains, partially offset by increased sales headcount investments, increased restructuring and transformational project costs, higher incentive compensation, and higher acquisition and due diligence costs.

We consider restructuring and transformational project costs and acquisition and due diligence costs to be “Certain Item” expenses (as defined below).

◦increased 3.9%, or $3.2 billion, to $84.6 billion;

◦increased 0.2%, or $7 million, to $3.1 billion;

Other than EBITDA and

Fiscal year 2026 results of operations also remove the impact of a charge associated with a legal matter, amortization expense associated with debt issuance costs on a bridge loan facility, and a loss on deal contingent rate lock transactions entered into to mitigate interest rate risk on future permanent debt that could potentially be issued to finance the purchase of Jetro Restaurant Depot.

No similar charges were applicable in fiscal year 2025.

Unless otherwise stated, future trend expectations discussed below exclude the impact of the pending acquisition of JRD.

See the “Mergers and Acquisitions” section below and Note 4, “Acquisitions,” in the Notes to the Consolidated Financial Statements in Item 8 for more information.

We expect restaurant foot traffic and the broader macroeconomic environment in fiscal 2027 to remain generally consistent with fiscal 2026 conditions.

We expect the rate of inflation for fiscal 2027 to be approximately 1.5% to 2.0%.

We also expect volume growth in fiscal 2027, including local case volume growth, as a result of continued productivity gains with sales professionals based on improving tenure.

Total operating expenses increased 5.6% during fiscal 2026, as compared to fiscal 2025, driven by sales headcount investments, increased restructuring and transformational project costs, higher incentive compensation, and higher acquisition and due diligence costs.

Adjusted operating expenses increased 5.1% during fiscal 2026, as compared to fiscal 2025, as a result of higher sales headcount investments and incentive compensation.

In fiscal 2027, we expect to achieve cost savings benefits through the continued use of technology, including artificial intelligence, and business efficiency initiatives across sales, merchandising, supply chain, and back office functions.

Collectively, these efforts are expected to generate approximately $100 million of cost savings during fiscal 2027.

In October 2025, we acquired Fairfax Meadow, a leading specialty meat supplier based in the United Kingdom.

This acquisition follows our acquisition of Campbells Prime Meat last fiscal year and positions our team in the United Kingdom to achieve additional growth by leveraging additional specialty meat capabilities geographically.

In December 2025, we acquired Ginsberg’s Foods, a broadline distributor servicing restaurants, schools, and healthcare facilities across eastern New York and neighboring states.

This acquisition opens opportunities to new customers while creating procurement efficiencies through Sysco buying programs and expanded access to Sysco brand products.

This company’s results are included within U.S. Foodservice Operations and were not material to our results in fiscal 2026.

In March 2026, we announced that we had entered into the Merger Agreement, pursuant to which we would acquire Jetro Restaurant Depot, a leading U.S. wholesale cash-and-carry foodservice provider serving smaller, independent restaurants and businesses.

JRD operates 167 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators with a broad assortment of fresh and low-priced products.

The Transactions are expected to close by the third quarter of Sysco’s fiscal 2027, subject to the satisfaction of customary closing conditions, including regulatory clearance under the Hart-Scott-Rodino Act.

We expect to incur increased operating expenses for acquisition-related costs in fiscal 2027.

See Note 4, “Acquisitions,” in the Notes to the Consolidated Financial Statements in Item 8 for more information.

Amortization Expense Trends

Sysco’s operations within the United Kingdom, located within the International Foodservice Operations segment, initiated a rebranding effort in the second quarter of fiscal 2026 to transition the Brakes® brand and other smaller brands to “Sysco GB.” This rebranding initiative will take approximately nineteen months to complete and will result in Sysco amortizing previously indefinite-lived intangible assets on a straight-line basis over nineteen month period.

The rebranding is expected to result in approximately $100 million of additional amortization expense over nineteen months.

$29 million of amortization expense was recorded in fiscal 2026 and approximately $76 million of amortization expense is expected to be recorded in fiscal 2027.

This amortization expense is treated as a Certain Item, which is consistent with our treatment of amortization expense of other previously acquired intangible assets.

These provisions decreased cash taxes paid in fiscal 2026 and may change the timing of cash tax payments in future periods.

Interest Expense and Other Income and Expense Trends

The cash portion of the purchase price of the Transactions is expected to be financed with a combination of new senior unsecured notes, hybrid debt, cash on hand and equity or equity-linked securities.

Sysco has executed a commitment letter for a $22 billion senior unsecured 364-day bridge loan facility that could be used to fund the cash portion of the purchase price and pay related fees and expenses.

Subsequent to the execution of the bridge loan facility, Sysco entered into a $3 billion senior unsecured delayed draw term loan facility, comprised of a $1.25 billion 364-day tranche and a $1.75 billion 2-year tranche, reducing the bridge loan facility commitments from $22 billion to $19 billion.

Fees paid upfront for this facility as of August 4, 2026 total $126 million and will be amortized to interest expense within our statement of consolidated results of operations over the expected life of the bridge facility unless it is terminated at an earlier date.

Our fiscal 2025 results were driven by sales growth of 3.2% as compared to fiscal 2024.

This growth was driven by inflation and volume growth, partially from recent acquisitions.

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.

◦increased 3.2%, or $2.5 billion, to $81.4 billion;

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

See “Liquidity and

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.

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

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.

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.

This charge is included within operating

expenses in the consolidated results of operations.

All other reporting units were concluded to have a fair value that exceeded book value.

We do not anticipate to incur additional goodwill impairment charges 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).

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.

| | | | 2025 | | | | | | 2024 | | |

| Sales increase (decrease) | | | 2.9 | | % | | | | 2.4 | | % | | | | 8.3 | | % | | | | (7.3) | | % | | | | | | | | | | 3.2 | | % |

| Operating income increase (decrease) | | | (4.3) | | % | | | | 16.5 | | % | | | | 12.5 | | % | | | | (282.5) | | % | | | | | | | | | | (3.6) | | % |

| Sales | | | $ | 55,339 | | | | | $ | 14,561 | | | | | $ | 7,768 | | | | | $ | 1,176 | | | | | $ | — | | | | | $ | 78,844 | |

| Percentage of total | | | 70.2 | | % | | | | 18.5 | | % | | | | 9.9 | | % | | | | 1.4 | | % | | | | | | | | | | 100.0 | | % |

| Operating income (loss) | | | $ | 3,673 | | | | | $ | 375 | | | | | $ | 72 | | | | | $ | 40 | | | | | $ | (958) | | | | | $ | 3,202 | |

| Percentage of total segments | | | 88.3 | | % | | | | 9.0 | | % | | | | 1.7 | | % | | | | 1.0 | | % | | | | | | | | | | 100.0 | | % |

| Operating income as a percentage of sales | | | 6.6 | | % | | | | 2.6 | | % | | | | 0.9 | | % | | | | 3.4 | | % | | | | | | | | | | 4.1 | | % |

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

| Sales | | | $ | 56,965 | | | | | $ | 55,339 | | | | | $ | 1,626 | | | | | 2.9 | | % |

| Gross profit | | | 10,875 | | | | | | 10,708 | | | | | | 167 | | | | | | 1.6 | | |

At June [removed: 29, 2024,] [added: 27, 2026,] there were [removed: $200 million in] [added: no] commercial paper issuances outstanding under our [removed: U.S.] [added: European] commercial paper program and no commercial paper issuances outstanding under our [removed: European] [added: U.S.] commercial paper program.

Total debt as of June [removed: 29, 2024] [added: 27, 2026] was [removed: $12.0] [added: $13.5] billion, of which approximately [removed: 98%] [added: 83%] was at fixed rates of interest.

Details of our outstanding swap agreements as of June [removed: 28, 2025] [added: 27, 2026] are below:

| January 17, 2034 | | | | | | [removed: $ |] 500 | | | | | [added: |] 6.00 | | [removed: %] | | | | USD-SOFR Compound USD-SOFR-OIS Compound | | | | | | Every six months on the last day of each calculation period | | | | | | Other assets | | | | | | [removed: $] [added: 5] | [removed: 15] | |

| March 23, 2035 | | | | | | 550 | | | | | | 5.40 | | | | | | USD-SOFR-OIS Compound | | | | | | Every six months on the last day of each calculation period | | | | | | [removed: Other] [added: Prepaid expenses and other current] assets | | | | | | [removed: 16] [added: 1] | | |

The following tables present our interest rate position as of June [removed: 28, 2025.][added: 27, 2026.]

| | | | Interest Rate Position as of June [removed: 28, 2025] [added: 27, 2026] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | [removed: 2030] [added: 2031] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Fixed Rate Debt | | | $ | [removed: 750] [added: 1,043] | | | | | $ | [removed: 1,043] [added: 750] | | | | | $ | [removed: 750] [added: 655] | | | | | $ | [removed: 655] [added: 1,500] | | | | | $ | [removed: 1,500] [added: 700] | | | | | $ | [removed: 6,084] [added: 5,384] | | | | | $ | [removed: 10,782] [added: 10,032] | | | | | $ | [removed: 10,209] [added: 9,462] | |

| Average Interest Rate | | | [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: 4.77] [added: 5.10] | | % | | | | [removed: 4.83] [added: 4.79] | | % | | | | [removed: 4.57] [added: 4.63] | | % | | | | | | |

| Floating Rate Debt | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 1,050] [added: 2,300] | | | | | $ | [removed: 1,050] [added: 2,300] | | | | | $ | [removed: 1,092] [added: 2,297] | |

| Average Interest Rate | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 5.69] [added: 5.14] | | % | | | | [removed: 5.69] [added: 5.14] | | % | | | | | | |

| Pay Variable/Receive Fixed | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 1,050] [added: 2,300] | | | | | $ | [removed: 1,050] [added: 2,300] | | | | | $ | [removed: 30] [added: (11)] | |

| Rate A Plus | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 1.56] [added: 1.29] | | % | | | | [removed: 1.56] [added: 1.29] | | % | | | | | | |

| Fixed Rate Received | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 5.69] [added: 5.14] | | % | | | | [removed: 5.69] [added: 5.14] | | % | | | | | | |

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

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

The exchange [removed: rate] [added: rates] used to translate our foreign sales into U.S. dollars positively affected sales by [removed: 0.3%] [added: 0.6%] in fiscal [removed: 2024] [added: 2026] when compared to fiscal [removed: 2023.][added: 2025.]

The impact on our operating income, net earnings and earnings per share was not material in fiscal [removed: 2025] [added: 2026] or fiscal [removed: 2024.][added: 2025.]

A 10% unfavorable change in the fiscal [removed: 2025] [added: 2026] weighted year-to-date exchange rate and the resulting impact on our financial statements would have negatively affected fiscal [removed: 2025] [added: 2026] sales by [removed: 1.6%] [added: 1.7%] and would not have materially affected our operating income, net earnings and earnings per share.

Changes in the value of these items resulting from fluctuations in the underlying exchange rates to U.S. Dollar exchange rates were recorded as foreign currency translation adjustments within [removed: Accumulated] [added: accumulated] other comprehensive income [removed: (loss).][added: (loss), net.]

Unrealized gains or losses on components excluded from hedge effectiveness are recorded as a component of [removed: Accumulated] [added: accumulated] other comprehensive income [added: (loss), net] and recognized into earnings over the life of the hedged instrument.

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

Second, the high cost of fuel can increase the price we pay for product purchases, and we may not be able to pass [added: on] these costs fully to our customers.

Fuel costs related to outbound deliveries represented approximately 0.5% of sales [removed: during fiscal 2025, 0.5% of sales] in [added: each of] fiscal [removed: 2024,] [added: 2026, fiscal 2025] and [removed: 0.6% of sales in] fiscal [removed: 2023.][added: 2024.]

As of June [removed: 28, 2025,] [added: 27, 2026,] we had diesel fuel swaps with a total notional amount of approximately [removed: 77] [added: 87] million gallons through [removed: February 2027.][added: June 2028.]

These swaps are expected to lock in the price of approximately [removed: 85%] [added: 80%] of our bulk fuel purchases for fiscal [removed: 2026,] [added: 2027,] or 70% of our total projected fuel purchase needs for fiscal [removed: 2026.][added: 2027.]

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: $5] [added: $9] 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: 2024)] [added: 2025)] would not have a material impact on our anticipated future contributions for fiscal [removed: 2026;] [added: 2027;] however, such an unfavorable change would increase our pension expense for fiscal [removed: 2026] [added: 2027] by [removed: $23] [added: $25] million and would reduce our shareholders’ equity on our balance sheet as of June [removed: 28, 2025] [added: 27, 2026] by [removed: $253] [added: $259] million.

At June 27, 2026, we have fixed-to-floating swap agreements on $2.3 billion of outstanding fixed-rate senior notes.

See Note 10, “Derivative Financial Instruments” for more details.

A hypothetical 100 basis-point increase (decrease) in market interest rates related to the fixed-to-floating swaps would increase (decrease) the fair value of the long-term senior notes by approximately $140 million.

At June 27, 2026, we have forward starting interest rate swap agreements on a $2 billion notional value of debt issuances expected to occur in the first quarter of fiscal 2027.

See Note 10, “Derivative Financial Instruments” for more details.

A hypothetical 100 basis-point increase (decrease) in benchmark interest rates would increase (decrease) the fair value of the pre-issuance swap agreements by approximately $120 million.

At June 27, 2026, we have deal-contingent interest rate lock agreements on $6.3 billion of future permanent debt that could be issued to finance the purchase of JRD and are accounted for mark-to-market with changes in fair value going to Other income and expense.

See Note 10, “Derivative Financial Instruments” for more details.

A hypothetical 100-basis point increase (decrease) in interest rates would increase (decrease) the fair value of these agreements by approximately $425 million and have a similar impact on earnings.

| June 25, 2031 | | | | | | $ | 600 | | | | | 4.40 | | % | | | | USD-SOFR-COMPOUND w/ -2 Day Lookback USD-SOFR-OIS Compound w/ -2 Day Lookback | | | | | | Every six months on the last day of each calculation period | | | | | | Accrued expenses | | | | | | $ | (2) | |

| Other long-term liabilities | | | | | | (9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| September 30, 2031 | | | | | | 1,000 | | | | | | N/A | | | | | | USD-SOFR-OIS Compound | | | | | | Every twelve months on the last day of each calculation period | | | | | | Other long-term liabilities | | | | | | (3) | | |

| Other assets | | | | | | 6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| March 25, 2036 | | | | | | 650 | | | | | | 4.95 | | | | | | USD-SOFR-OIS Compound w/ -2 Day Lookback | | | | | | Every six months on the last day of each calculation period | | | | | | Accrued expenses | | | | | | (1) | | |

| Other long-term liabilities | | | | | | (11) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| September 30, 2036 | | | | | | 1,000 | | | | | | N/A | | | | | | USD-SOFR-OIS Compound | | | | | | Every twelve months on the last day of each calculation period | | | | | | Other long-term liabilities | | | | | | (4) | | |

| | | | Interest Rate Position as of June 27, 2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | 2031 | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

In third quarter of fiscal 2026, we entered into Canadian dollar cross-currency swaps which will mature on June 25, 2031 to hedge the foreign currency exposure of the net investment in our Canadian operations.

our control.

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

foreign subsidiaries into U.S. dollars.

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

Since our formation, we have grown from $115 million to our all-time high of [removed: $81.4] [added: $84.6] billion in annual sales in fiscal [removed: 2025,] [added: 2026,] both through internal expansion of existing operations and acquisitions.

This resulted in a 52-week year ended June [removed: 28, 2025] [added: 27, 2026] for fiscal [removed: 2025,] [added: 2026,] a 52-week year ended June [removed: 29, 2024] [added: 28, 2025] for fiscal [removed: 2024] [added: 2025] and a 52-week year ended [removed: July 1, 2023] [added: June 29, 2024] for fiscal [removed: 2023.][added: 2024.]

We will have a [removed: 52-week] [added: 53-week] year ending [removed: June 27, 2026] [added: July 3, 2027] for fiscal [removed: 2026.][added: 2027.]

| Principal product categories | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Fresh and frozen meats | | | [removed: 19] [added: 20] | | % | | | | [removed: 18] [added: 19] | | % | | | | 18 | | % |

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

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

| Poultry | | | [removed: 10] [added: 9] | | | | | | 10 | | | | | | 10 | | |

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

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

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

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

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

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 [added: marketing and distribution of foodservice products to our customers.]

No single customer accounted for 10% or more of Sysco’s total sales for the fiscal year ended June [removed: 28, 2025.][added: 27, 2026.]

| Type of Customer | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Restaurants | | | [removed: 60] [added: 59] | | % | | | | [removed: 62] [added: 60] | | % | | | | 62 | | % |

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

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

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

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

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 both fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024.][added: 2025.]

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: 2025.][added: 2026.]

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

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

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

During fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023, $906] [added: 2024, $700] million, [removed: $832] [added: $906] million and [removed: $793] [added: $832] million, respectively, were invested in facilities, technology, equipment, delivery fleet and other capital asset enhancements.

During fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] capital expenditures, net of proceeds from sales of assets, were [removed: $692] [added: $524] million, [removed: $753] [added: $692] million and [removed: $751] [added: $753] million, respectively.

Capital expenditures, net of proceeds from sales of assets, as a percentage of sales during fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023] [added: 2024] were [removed: 0.9%, 1.0%] [added: 0.6%, 0.9%] and 1.0%, respectively.

During the three years ended June [removed: 28, 2025,] [added: 27, 2026,] 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 approximate [removed: $700] [added: $720] million in fiscal [removed: 2026,] [added: 2027,] and we expect to finance these capital expenditures from cash flows from operations and bank and other borrowings.

As of June [removed: 28, 2025,] [added: 27, 2026,] we employed approximately 75,000 employees, including [removed: 51,000] [added: 52,000] U.S. employees and [removed: 24,000] [added: 23,000] employees outside the U.S., as compared to approximately [removed: 76,000] [added: 75,000] employees as of June [removed: 29, 2024.][added: 28, 2025.]

Approximately [removed: 14%] [added: 26%] of our union [added: U.S.] employees [added: and 22% of our union international employees] are covered by collective bargaining agreements that are subject to renegotiation in fiscal [removed: 2026.][added: 2027.]

In fiscal [removed: 2025,] [added: 2026,] our hourly colleagues received an average hourly wage of approximately [removed: $25,] [added: $28,] and 100% of colleagues in our U.S. distribution facilities received pay above state minimum wage thresholds.

*Inclusion* — Our Inclusion [added: & Community Impact] 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.

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: [added: colleague, community, culture, and corporation.]

The section below provides information regarding our executive officers as of August [removed: 21, 2025.][added: 20, 2026.]

| Name | | | | | | Age | | | | | | Position | | | | | | First Year in Present Position | | | | | | Other Positions Held July 1, [removed: 2020] [added: 2021] - June 30, [removed: 2025] [added: 2026] | | |

| Kevin P. Hourican | | | | | | [removed: 52] [added: 53] | | | | | | Chair of the Board and Chief Executive Officer | | | | | | 2024 | | | | | | President and Chief Executive Officer of Sysco Corporation, 2020 – 2025 | | |

| Jennifer L. Johnson | | | | | | [removed: 52] [added: 53] | | | | | | 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 | | |

Sysco Corporation is the global leader in selling, marketing and distributing food and related products to customers who prepare meals away from home.

This includes restaurants, healthcare and educational facilities, lodging establishments, entertainment venues, and more.

Proposed Merger with Jetro Restaurant Depot

On March 30, 2026, Sysco Corporation entered into an agreement and plan of merger (the Merger Agreement) pursuant to which Sysco Corporation will acquire JRD Unico, Inc. and Warehouse Realty LLC (collectively, Jetro Restaurant Depot or JRD) through a series of transactions (the merger and the other transactions contemplated by the Merger Agreement, the Transactions).

JRD is a leading U.S. wholesale cash-and-carry foodservice provider serving smaller, independent restaurants and businesses.

JRD operates 167 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators with a broad assortment of fresh and low-priced products.

Sysco has agreed to pay approximately $29.1 billion to JRD equity holders, comprised of $21.6 billion in cash, subject to customary adjustments, and 91.5 million shares of Sysco Holdings common stock.

Following the closing of the Transactions, former holders of Sysco Corporation common stock and former equity holders of JRD will own shares of Sysco Holdings Corporation, which are expected to be listed for trading on the NYSE.

JRD’s equity holders are expected to hold approximately 16% and our stockholders are expected to hold approximately 84% of the outstanding Sysco Holdings common stock in the aggregate.

Refer to Note 12, “Debt and Other Financing Arrangements” for discussion on how Sysco is financing the acquisition of JRD and Note 10, “Derivative Financial Instruments” for details on how Sysco is hedging the interest rate risk associated with its financing arrangements.

This Transactions are expected to close by the third quarter of Sysco’s fiscal 2027, subject to the satisfaction of customary closing conditions, including regulatory clearance under the Hart-Scott-Rodino Act.

GSC team members possess experience and expertise in, among other areas,

| Brandon E. Sewell | | | | | | 47 | | | | | | Interim Chief Financial Officer | | | | | | 2026 | | | | | | Vice President, Global Financial Planning and Analysis of Sysco Corporation, 2021-2022 Vice President of Finance, Supply Chain and Merchandising of Sysco Corporation, 2022-2023 Vice President, Global Financial Planning and Analysis of Sysco Corporation, 2023-2024 Senior Vice President and Chief Financial Officer, U.S. Foodservice Operations of Sysco Corporation, 2024-2026 | | |

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

| Brenna C. Garrett | | | | | | 46 | | | | | | Senior Vice President, Chief Commercial Officer | | | | | | 2025 | | | | | | Vice President, Divisional Business Manager Men’s of Macy’s Inc., 2020 - 2022 Vice President, Local Merchandising U.S. Foodservice Operations of Sysco Corporation, 2022-2023 Vice President, Local Merchandising, Pricing, European Imports and Supplies on the Fly of Sysco Corporation, 2023 - 2025 Senior Vice President, Field Merchandising, Pricing and Inventory Management of Sysco Corporation, 2025 | | |

| Stephen D. Higgs | | | | | | 55 | | | | | | Senior Vice President, U.S. Broadline Foodservice Operations | | | | | | 2026 | | | | | | Market President, South of Sysco Corporation, 2020-2023 Senior Vice President, Global Operations of Sysco Corporation, 2023-2026 | | |

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

Importers can import food into the U.S. as long

Our business is subject to federal, state, and international laws and regulations regarding international trade, including tariffs, import duties, customs regulations, and export controls.

We are subject to data privacy and cybersecurity laws and regulations in the jurisdictions in which we operate.

In the U.S., we are subject to various federal and state data privacy laws.

These laws impose certain obligations on the collection, use, disclosure, and retention of personal information and grant consumers certain rights with respect to their personal information.

Sysco Corporation, acting through its subsidiaries and divisions, is the largest global distributor of food and related products primarily to the foodservice or food-away-from-home industry.

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 2025.

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

marketing and distribution of foodservice products to our customers.

fulfillment lead times and customer demand.

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.

colleague, community, culture, and corporation.

As of June 28, 2025, our U.S. employee population possessed the gender, ethnic and racial attributes identified below:

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

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

| United States Employee Population (1) | | | | | | Male | | | | | | Female | | | | | | White | | | | | | Hispanic or Latino | | | | | | Black or African American | | | | | | Asian | | | | | | American Indian or Alaskan Native | | | | | | Native Hawaiian or Other Pacific Islander | | | | | | Two or more races | | | | | | Not Available | | |

| Individual Contributors | | | | | | 80 | | % | | | | 20 | | % | | | | 40 | | % | | | | 27 | | % | | | | 22 | | % | | | | 5 | | % | | | | 1 | | % | | | | 1 | | % | | | | 2 | | % | | | | 2 | | % |

| Management | | | | | | 71 | | | | | | 29 | | | | | | 62 | | | | | | 16 | | | | | | 11 | | | | | | 5 | | | | | | 1 | | | | | | 1 | | | | | | 2 | | | | | | 2 | | |

| Senior Management | | | | | | 73 | | | | | | 27 | | | | | | 76 | | | | | | 8 | | | | | | 6 | | | | | | 5 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 4 | | |

| Officers | | | | | | 76 | | | | | | 24 | | | | | | 63 | | | | | | 7 | | | | | | 9 | | | | | | 3 | | | | | | 2 | | | | | | — | | | | | | 2 | | | | | | 14 | | |

| Total Sysco | | | | | | 79 | | | | | | 21 | | | | | | 43 | | | | | | 26 | | | | | | 21 | | | | | | 5 | | | | | | 1 | | | | | | 1 | | | | | | 2 | | | | | | 1 | | |

| (1) | | | Information is based on self-reported identification. | | |

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

| 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 | | |

| 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 | | |

good manufacturing practice regulations, hazard analysis and critical control point (HACCP) requirements for certain foods, and the food and color additive approval process.

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

For the fiscal year ended June [removed: 28, 2025][added: 27, 2026]

[removed: ][added: ]

| Title of each class | | | | | | Trading [removed: symbols] [added: symbol(s)] | | | | | | Name of each exchange on which registered | | |

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: $37,355,747,561] [added: $35,217,557,254] as of December [removed: 27, 2024] [added: 26, 2025] (based on the closing sales price on the New York Stock Exchange Composite Tape).

As of August [removed: 5, 2025,] [added: 4, 2026,] the registrant had issued and outstanding an aggregate of [removed: 478,212,357] [added: 479,096,016] shares of its common stock.

Portions of the registrant’s [removed: 2025] [added: 2026] 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 III where indicated.

| Item 1. | | | [removed: [Business](#i21ff2967d6114a4e9f3f52aac8af4a94_13)] [added: [Business](#i651c24b8a07f4fe69f64584deed39d6a_13)] | | | [removed: [1](#i21ff2967d6114a4e9f3f52aac8af4a94_13)] [added: [1](#i651c24b8a07f4fe69f64584deed39d6a_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i21ff2967d6114a4e9f3f52aac8af4a94_16)] [added: Factors](#i651c24b8a07f4fe69f64584deed39d6a_16)] | | | [removed: [9](#i21ff2967d6114a4e9f3f52aac8af4a94_16)] [added: [10](#i651c24b8a07f4fe69f64584deed39d6a_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i21ff2967d6114a4e9f3f52aac8af4a94_19)] [added: Comments](#i651c24b8a07f4fe69f64584deed39d6a_19)] | | | [removed: [21](#i21ff2967d6114a4e9f3f52aac8af4a94_19)] [added: [27](#i651c24b8a07f4fe69f64584deed39d6a_19)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i21ff2967d6114a4e9f3f52aac8af4a94_22)] [added: [Cybersecurity](#i651c24b8a07f4fe69f64584deed39d6a_22)] | | | [removed: [21](#i21ff2967d6114a4e9f3f52aac8af4a94_19)] [added: [27](#i651c24b8a07f4fe69f64584deed39d6a_19)] | | |

| Item 2. | | | [removed: [Properties](#i21ff2967d6114a4e9f3f52aac8af4a94_25)] [added: [Properties](#i651c24b8a07f4fe69f64584deed39d6a_25)] | | | [removed: [23](#i21ff2967d6114a4e9f3f52aac8af4a94_25)] [added: [29](#i651c24b8a07f4fe69f64584deed39d6a_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i21ff2967d6114a4e9f3f52aac8af4a94_28)] [added: Proceedings](#i651c24b8a07f4fe69f64584deed39d6a_28)] | | | [removed: [23](#i21ff2967d6114a4e9f3f52aac8af4a94_28)] [added: [29](#i651c24b8a07f4fe69f64584deed39d6a_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i21ff2967d6114a4e9f3f52aac8af4a94_31)] [added: Disclosures](#i651c24b8a07f4fe69f64584deed39d6a_31)] | | | [removed: [24](#i21ff2967d6114a4e9f3f52aac8af4a94_31)] [added: [30](#i651c24b8a07f4fe69f64584deed39d6a_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i21ff2967d6114a4e9f3f52aac8af4a94_37)] [added: Securities](#i651c24b8a07f4fe69f64584deed39d6a_37)] | | | [removed: [25](#i21ff2967d6114a4e9f3f52aac8af4a94_37)] [added: [31](#i651c24b8a07f4fe69f64584deed39d6a_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i21ff2967d6114a4e9f3f52aac8af4a94_40)] [added: [\[Reserved\]](#i651c24b8a07f4fe69f64584deed39d6a_40)] | | | [removed: [26](#i21ff2967d6114a4e9f3f52aac8af4a94_40)] [added: [32](#i651c24b8a07f4fe69f64584deed39d6a_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i21ff2967d6114a4e9f3f52aac8af4a94_43)] [added: Operations](#i651c24b8a07f4fe69f64584deed39d6a_43)] | | | [removed: [26](#i21ff2967d6114a4e9f3f52aac8af4a94_43)] [added: [32](#i651c24b8a07f4fe69f64584deed39d6a_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i21ff2967d6114a4e9f3f52aac8af4a94_115)] [added: Risk](#i651c24b8a07f4fe69f64584deed39d6a_115)] | | | [removed: [53](#i21ff2967d6114a4e9f3f52aac8af4a94_115)] [added: [61](#i651c24b8a07f4fe69f64584deed39d6a_115)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i21ff2967d6114a4e9f3f52aac8af4a94_118)] [added: Data](#i651c24b8a07f4fe69f64584deed39d6a_118)] | | | [removed: [56](#i21ff2967d6114a4e9f3f52aac8af4a94_118)] [added: [65](#i651c24b8a07f4fe69f64584deed39d6a_118)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i21ff2967d6114a4e9f3f52aac8af4a94_229)] [added: Disclosure](#i651c24b8a07f4fe69f64584deed39d6a_229)] | | | [removed: [116](#i21ff2967d6114a4e9f3f52aac8af4a94_229)] [added: [125](#i651c24b8a07f4fe69f64584deed39d6a_229)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i21ff2967d6114a4e9f3f52aac8af4a94_232)] [added: Procedures](#i651c24b8a07f4fe69f64584deed39d6a_232)] | | | [removed: [116](#i21ff2967d6114a4e9f3f52aac8af4a94_232)] [added: [125](#i651c24b8a07f4fe69f64584deed39d6a_232)] | | |

| Item 9B. | | | [Other [removed: Information](#i21ff2967d6114a4e9f3f52aac8af4a94_235)] [added: Information](#i651c24b8a07f4fe69f64584deed39d6a_235)] | | | [removed: [116](#i21ff2967d6114a4e9f3f52aac8af4a94_235)] [added: [125](#i651c24b8a07f4fe69f64584deed39d6a_235)] | | |

| Item 9C. | | | [Disclosure Reporting Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i21ff2967d6114a4e9f3f52aac8af4a94_241)] [added: Inspections](#i651c24b8a07f4fe69f64584deed39d6a_241)] | | | [removed: [116](#i21ff2967d6114a4e9f3f52aac8af4a94_241)] [added: [125](#i651c24b8a07f4fe69f64584deed39d6a_241)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i21ff2967d6114a4e9f3f52aac8af4a94_247)] [added: Governance](#i651c24b8a07f4fe69f64584deed39d6a_247)] | | | [removed: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_247)] [added: [126](#i651c24b8a07f4fe69f64584deed39d6a_247)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i21ff2967d6114a4e9f3f52aac8af4a94_250)] [added: Compensation](#i651c24b8a07f4fe69f64584deed39d6a_250)] | | | [removed: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_250)] [added: [126](#i651c24b8a07f4fe69f64584deed39d6a_250)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i21ff2967d6114a4e9f3f52aac8af4a94_253)] [added: Matters](#i651c24b8a07f4fe69f64584deed39d6a_253)] | | | [removed: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_253)] [added: [126](#i651c24b8a07f4fe69f64584deed39d6a_253)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i21ff2967d6114a4e9f3f52aac8af4a94_256)] [added: Independence](#i651c24b8a07f4fe69f64584deed39d6a_256)] | | | [removed: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_256)] [added: [126](#i651c24b8a07f4fe69f64584deed39d6a_256)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i21ff2967d6114a4e9f3f52aac8af4a94_259)] [added: Services](#i651c24b8a07f4fe69f64584deed39d6a_259)] | | | [removed: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_259)] [added: [126](#i651c24b8a07f4fe69f64584deed39d6a_259)] | | |

| Item 15. | | | [removed: [Exhibit and] [added: [Exhibit](#i651c24b8a07f4fe69f64584deed39d6a_265)[s](#i651c24b8a07f4fe69f64584deed39d6a_265) [and] Financial Statement [removed: Schedules](#i21ff2967d6114a4e9f3f52aac8af4a94_265)] [added: Schedules](#i651c24b8a07f4fe69f64584deed39d6a_265)] | | | [removed: [117](#i21ff2967d6114a4e9f3f52aac8af4a94_265)] [added: [126](#i651c24b8a07f4fe69f64584deed39d6a_265)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i21ff2967d6114a4e9f3f52aac8af4a94_271)] [added: Summary](#i651c24b8a07f4fe69f64584deed39d6a_271)] | | | [removed: [122](#i21ff2967d6114a4e9f3f52aac8af4a94_271)] [added: [132](#i651c24b8a07f4fe69f64584deed39d6a_271)] | | |

| | | | [removed: [Signatures](#i21ff2967d6114a4e9f3f52aac8af4a94_274)] [added: [Signatures](#i651c24b8a07f4fe69f64584deed39d6a_274)] | | | | | |

A primary responsibility of our leadership team, subject to oversight by our Board of Directors and specifically, our Board’s [added: Artificial Intelligence Transformation and] Technology Committee, is to design and implement processes to identify, prioritize, assess, monitor and manage enterprise-level risks associated with cybersecurity threats.

Our cybersecurity oversight function, which is led by our Chief Information Security Officer (CISO) and also includes our [added: Interim] Chief Information [added: and Digital] Officer [removed: (CIO),] [added: (CIDO),] Chief Executive Officer, [added: Interim] Chief Financial Officer and General Counsel, directly oversees the cybersecurity and risk management process, which incorporates input from personnel from different functions, levels, and operating regions to support a high level of visibility and accountability throughout the company and to incorporate multiple vantage points on risks and potential mitigations.

[removed: The cybersecurity oversight function] meets at least quarterly to discuss key risks and to discuss mitigation strategies.

The [added: Artificial Intelligence Transformation and] Technology Committee of the Board of Directors oversees cybersecurity risks and receives cybersecurity reports from our CISO and regularly conducts in-depth cybersecurity discussions.

Our [removed: CIO] [added: CIDO] and CISO have extensive experience in the areas of cybersecurity and risk management.

Our [removed: CIO,] [added: CIDO,] who oversees the cybersecurity team and reports directly to our Chief Executive Officer, has over 20 years of experience in information technology strategy, services, operations, risk and cybersecurity for large global enterprises.

During the year ended June [removed: 28, 2025,] [added: 27, 2026,] 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 cybersecurity oversight function

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: 28, 2025.][added: 27, 2026.]

| Location | | | Number of Facilities | | | | | | Square [removed: Feet (in thousands)] [added: Feet] | | | | | | Segment Served (1) | | |

| Bahamas | | | 1 | | | | | | [removed: 192] [added: 192,063] | | | | | | I | | |

| Belgium | | | 1 | | | | | | [removed: 18] [added: 17,631] | | | | | | I | | |

| Costa Rica | | | 1 | | | | | | [removed: 188] [added: 188,130] | | | | | | I | | |

| Ireland and Northern Ireland | | | 9 | | | | | | [removed: 867] [added: 867,069] | | | | | | I | | |

| Panama | | | 1 | | | | | | [removed: 87] [added: 86,518] | | | | | | I | | |

| United Kingdom | | | [removed: 41] [added: 45] | | | | | | [removed: 2,591] [added: 3,340,446] | | | | | | I | | |

| United States and its territories (2) | | | [removed: 207] [added: 201] | | | | | | [removed: 44,841] [added: 45,540,139] | | | | | | U, I, S, O | | |

| (2) | | | California, Florida, Texas, and Illinois account for [removed: 27, 20, 16,] [added: 25, 19, 15,] and 12 respectively, of the facilities located in the U.S. | | |

We own approximately [removed: 38,429,000] [added: 37,312,000] square feet of our distribution facilities (or [removed: 66.9%] [added: 63.6%] of the total square feet), and the remainder is occupied under leases expiring at various dates from fiscal [removed: 2026] [added: 2027] to fiscal [removed: 2099,] [added: 2112,] exclusive of renewal options.

Within our Latin American operations, we operate [removed: 18] [added: twenty] cash and carry facilities and [removed: five] [added: four] 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: 3%] [added: 2%] of fiscal [removed: 2025] [added: 2026] sales.

As of June [removed: 28, 2025,] [added: 27, 2026,] our fleet of approximately 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: 91%] [added: 88%] of these vehicles and lease the remainder.

| Canada | | | 27 | | | | | | 4,360,273 | | | | | | I, O | | |

| France | | | 41 | | | | | | 2,852,142 | | | | | | I | | |

| Sweden | | | 6 | | | | | | 1,211,844 | | | | | | I | | |

| Totals | | | 333 | | | | | | 58,656,255 | | | | | | | | |

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

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

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

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

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

The number of record owners of Sysco’s common stock as of August [removed: 5, 2025] [added: 4, 2026] was [removed: 6,672.][added: 6,349.]

In April [removed: 2025,] [added: 2026,] we declared our regular quarterly dividend for the fourth quarter of fiscal [removed: 2025] [added: 2026] of [removed: $0.54] [added: $0.55] per share, representing an increase of [removed: $0.03] [added: $0.01] per share.

This dividend was paid in July [removed: 2025.][added: 2026.]

We made [removed: the following] [added: no] share repurchases during the fourth quarter of fiscal [removed: 2025:][added: 2026.]

As of June [removed: 28, 2025,] [added: 27, 2026,] we had a remaining authorization of approximately [removed: $1.5] [added: $1.3] billion.

We [removed: purchased] [added: repurchased] no additional shares under our authorization through August [removed: 5, 2025.][added: 4, 2026.]

The graph assumes that the value of the investment in our [removed: Common Stock,] [added: 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: 2020,] [added: 2021,] and that all dividends were reinvested.

[removed: ][added: ]

| | | | | | | [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] | | | | | | [removed: 6/28/2025] [added: 6/27/2026] | | |

We repurchased 2,230,415 shares for $200 million during fiscal 2026.

In connection with the planned acquisition of JRD, we have suspended share repurchases.

| Sysco Corporation | | | | | | $100 | | | | | | $115 | | | | | | $101 | | | | | | $100 | | | | | | $108 | | | | | | $123 | | |

| S&P 500 | | | | | | 100 | | | | | | 89 | | | | | | 106 | | | | | | 131 | | | | | | 151 | | | | | | 182 | | |

| S&P 500 Food/Staple Retail Index | | | | | | 100 | | | | | | 105 | | | | | | 114 | | | | | | 148 | | | | | | 180 | | | | | | 198 | | |

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

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

| Period | | | (a) Total Number of Shares Purchased (1) | | | | | | (b) Average Price Paid per Share | | | | | | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | | | | | | (d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| Month #1 | | | | | | | | | | | | | | | | | | | | | | | |

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

| Month #2 | | | | | | | | | | | | | | | | | | | | | | | |

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

| Month #3 | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| | | | | | |

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

| (1) | | | The total number of shares repurchased includes 0, 0, and 1,888 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively. | | |

| (2) | | | See the discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Equity Transactions” for additional information regarding Sysco’s share repurchase program. | | |

We repurchased 16,988,703 shares for $1.3 billion during fiscal 2025.

| 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 | | |

| [Report of Management on Internal Control Over Financial [removed: Reporting](#i21ff2967d6114a4e9f3f52aac8af4a94_124)] [added: Reporting](#i651c24b8a07f4fe69f64584deed39d6a_124)] | | | [removed: [57](#i21ff2967d6114a4e9f3f52aac8af4a94_124)] [added: [66](#i651c24b8a07f4fe69f64584deed39d6a_124)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (PCAOB [removed: ID:](#i21ff2967d6114a4e9f3f52aac8af4a94_127) 42[)](#i21ff2967d6114a4e9f3f52aac8af4a94_127)] [added: ID:](#i651c24b8a07f4fe69f64584deed39d6a_127) 42[)](#i651c24b8a07f4fe69f64584deed39d6a_127)] | | | [removed: [58](#i21ff2967d6114a4e9f3f52aac8af4a94_127)] [added: [67](#i651c24b8a07f4fe69f64584deed39d6a_127)] | | |

| [Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB [removed: ID:](#i21ff2967d6114a4e9f3f52aac8af4a94_130) 42[)](#i21ff2967d6114a4e9f3f52aac8af4a94_130)] [added: ID:](#i651c24b8a07f4fe69f64584deed39d6a_130) 42[)](#i651c24b8a07f4fe69f64584deed39d6a_130)] | | | [removed: [59](#i21ff2967d6114a4e9f3f52aac8af4a94_130)] [added: [68](#i651c24b8a07f4fe69f64584deed39d6a_130)] | | |

| [Consolidated Balance [removed: Sheets](#i21ff2967d6114a4e9f3f52aac8af4a94_133)] [added: Sheets](#i651c24b8a07f4fe69f64584deed39d6a_133)] | | | [removed: [61](#i21ff2967d6114a4e9f3f52aac8af4a94_133)] [added: [70](#i651c24b8a07f4fe69f64584deed39d6a_133)] | | |

| [Consolidated Results of [removed: Operations](#i21ff2967d6114a4e9f3f52aac8af4a94_136)] [added: Operations](#i651c24b8a07f4fe69f64584deed39d6a_136)] | | | [removed: [62](#i21ff2967d6114a4e9f3f52aac8af4a94_136)] [added: [71](#i651c24b8a07f4fe69f64584deed39d6a_136)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i21ff2967d6114a4e9f3f52aac8af4a94_139)] [added: Income](#i651c24b8a07f4fe69f64584deed39d6a_139)] | | | [removed: [63](#i21ff2967d6114a4e9f3f52aac8af4a94_139)] [added: [72](#i651c24b8a07f4fe69f64584deed39d6a_139)] | | |

| [Changes in Consolidated Shareholders’ [removed: Equity](#i21ff2967d6114a4e9f3f52aac8af4a94_142)] [added: Equity](#i651c24b8a07f4fe69f64584deed39d6a_142)] | | | [removed: [64](#i21ff2967d6114a4e9f3f52aac8af4a94_142)] [added: [73](#i651c24b8a07f4fe69f64584deed39d6a_142)] | | |

| [Consolidated Cash [removed: Flows](#i21ff2967d6114a4e9f3f52aac8af4a94_148)] [added: Flows](#i651c24b8a07f4fe69f64584deed39d6a_148)] | | | [removed: [65](#i21ff2967d6114a4e9f3f52aac8af4a94_148)] [added: [74](#i651c24b8a07f4fe69f64584deed39d6a_148)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i21ff2967d6114a4e9f3f52aac8af4a94_151)] [added: Statements](#i651c24b8a07f4fe69f64584deed39d6a_151)] | | | [removed: [66](#i21ff2967d6114a4e9f3f52aac8af4a94_151)] [added: [75](#i651c24b8a07f4fe69f64584deed39d6a_151)] | | |

Also, any evaluation of the effectiveness of controls in future periods [removed: are] [added: is] 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.

Sysco’s management assessed the effectiveness of Sysco’s internal control over financial reporting as of June [removed: 28, 2025.][added: 27, 2026.]

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: 28, 2025,] [added: 27, 2026,] 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: 28, 2025.][added: 27, 2026.]

We have audited Sysco Corporation and its consolidated subsidiaries’ internal control over financial reporting as of June [removed: 28, 2025,] [added: 27, 2026,] 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 consolidated subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of June [removed: 28, 2025,] [added: 27, 2026,] 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: 2025] [added: 2026] consolidated financial statements of the Company and our report dated August [removed: 21, 2025,] [added: 20, 2026,] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Sysco Corporation and its consolidated subsidiaries (the Company) as of June [removed: 28, 2025] [added: 27, 2026] and June [removed: 29, 2024,] [added: 28, 2025,] 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: 28, 2025] [added: 27, 2026] 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: 28, 2025] [added: 27, 2026] and June [removed: 29, 2024,] [added: 28, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended June [removed: 28, 2025,] [added: 27, 2026,] 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: 28, 2025,] [added: 27, 2026,] 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: 21, 2025] [added: 20, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | At June [removed: 28, 2025,] [added: 27, 2026,] the Company’s goodwill was [removed: $5,231] [added: $5,225] 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 [removed: estimates] [added: estimate] of [removed: two] [added: one] reporting [removed: units were] [added: unit was] more sensitive to changes in significant assumptions including changes in projected cash flows [removed: or] [added: and] 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 [removed: two] reporting [removed: units,] [added: unit,] 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 [removed: units] [added: unit] that would result from changes in the assumptions. | | |

| | | | Jun. [removed: 28, 2025] [added: 27, 2026] | | | | | | Jun. [removed: 29, 2024] [added: 28, 2025] | | | | | | [added: Jun. 29, 2024] | | |

| Cash and cash equivalents | | | $ | [removed: 1,071] [added: 1,786] | | | | | $ | [removed: 696] [added: 1,071] | | | | | [added: $] | [added: 696] | |

| Accounts receivable, less allowances of [removed: $17] [added: $13] and [removed: $54] [added: $17] | | | [removed: 5,502] [added: 5,865] | | | | | | [removed: 5,324] [added: 5,502] | | | | | | | | |

| Inventories | | | [removed: 5,053] [added: 5,338] | | | | | | [removed: 4,678] [added: 5,053] | | | | | | | | |

| Prepaid expenses and other current assets | | | [removed: 338] [added: 427] | | | | | | [removed: 323] [added: 338] | | | | | | | | |

| Income tax receivable | | | [removed: 4] [added: 21] | | | | | | [removed: 22] [added: 4] | | | | | | | | |

| Total current assets | | | [removed: 11,968] [added: 13,437] | | | | | | [removed: 11,043] [added: 11,968] | | | | | | | | |

| Plant and equipment at cost, less accumulated depreciation | | | [removed: 6,084] [added: 5,974] | | | | | | [removed: 5,497] [added: 6,084] | | | | | | | | |

| Goodwill | | | [removed: 5,231] [added: 5,225] | | | | | | [removed: 5,153] [added: 5,231] | | | | | | | | |

| Intangibles, less amortization | | | [removed: 1,080] [added: 952] | | | | | | [removed: 1,188] [added: 1,080] | | | | | | | | |

| Deferred income taxes | | | [removed: 497] [added: 506] | | | | | | [removed: 445] [added: 497] | | | | | | | | |

| Operating lease right-of-use assets, net | | | [removed: 1,131] [added: 1,389] | | | | | | [removed: 923] [added: 1,131] | | | | | | | | |

| Other assets | | | [removed: 783] [added: 914] | | | | | | [removed: 668] [added: 783] | | | | | | | | |

| Total other long-term assets | | | [removed: 8,722] [added: 8,986] | | | | | | [removed: 8,377] [added: 8,722] | | | | | | | | |

| Total assets | | | $ | [removed: 26,774] [added: 28,397] | | | | | $ | [removed: 24,917] [added: 26,774] | | | | | | | |

| Accounts payable | | | $ | [removed: 6,512] [added: 6,640] | | | | | $ | [removed: 6,290] [added: 6,512] | | | | | | | |

| Accrued expenses | | | [removed: 2,268] [added: 2,456] | | | | | | [removed: 2,226] [added: 2,268] | | | | | | | | |

| Accrued income taxes | | | [removed: 51] [added: 60] | | | | | | [removed: 131] [added: 51] | | | | | | | | |

| Current operating lease liabilities | | | [removed: 136] [added: 166] | | | | | | [removed: 125] [added: 136] | | | | | | | | |

August 20, 2026

August 20, 2026

| Net earnings | | | $ | 1,757 | | | | | $ | 1,828 | | | | | $ | 1,955 | |

| Treasury stock purchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,230,415 | | | | | | (200) | | | | | | (200) | | |

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

| Share-based compensation awards | | | | | | | | | | | | | | | 128 | | | | | | | | | | | | | | | | | | (3,277,803) | | | | | | 137 | | | | | | 265 | | |

| Adjustments to redeemable non-controlling interest | | | | | | | | | | | | | | | | | | | | | (28) | | | | | | | | | | | | | | | | | | | | | | | | (28) | | |

| Balance as of June 27, 2026 | | | 765,174,900 | | | | | | $ | 765 | | | | | $ | 2,114 | | | | | $ | 13,748 | | | | | $ | (1,014) | | | | | 286,631,270 | | | | | | $ | (12,947) | | | | | $ | 2,666 | |

| Net earnings | | | $ | 1,757 | | | | | $ | 1,828 | | | | | $ | 1,955 | |

| Debt issuance costs | | | (108) | | | | | | (10) | | | | | | (13) | | |

This includes restaurants, healthcare and educational facilities, lodging establishments, entertainment venues, and more.

The company will consider economic mismatches between the hedge and hedged transactions on a periodic basis, and if the hedging instrument is

not highly effective at achieving offsetting cash flows attributed to changes in the hedged risks, the hedging relationship will be discontinued.

Other financial instruments not designated as hedges are periodically utilized to mitigate exposures to interest rate or foreign currency exposures but do not meet the hedge accounting requirements of Accounting Standards Codification (ASC) 815.

The change in fair value of derivative instruments not designated as hedges are recognized within other income (expense), net.

We have adopted ASU 2023-09 within our fiscal 2026 10-K filing on a prospective basis.

*Internal-Use Software*

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which amends certain aspects of the accounting and disclosure of software costs under ASU 350-40.

This ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, (our fiscal 2029), and interim reporting periods within those annual reporting periods, (our first quarter of fiscal 2029).

Early adoption is permitted.

The standard updates may be applied prospectively, retrospectively, or via a modified prospective

transition method.

*Environmental Credits and Environmental Credit Obligations*

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818).

This ASU enhances the recognition, measurement, presentation, and disclosure requirements of environmental credits and environmental credit obligations.

Early adoption is permitted.

The standard updates should be applied on a retrospective basis.

We are currently evaluating the effect of adopting ASU 2026-02 on our consolidated financial statements and disclosures.

| | | | | | | Year Ended Jun. 27, 2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fresh and frozen meats | | | | | | $ | 11,918 | | | | | $ | 2,606 | | | | | $ | 2,579 | | | | | $ | — | | | | | $ | 17,103 | |

| Canned and dry products | | | | | | 10,965 | | | | | | 3,055 | | | | | | 1,010 | | | | | | — | | | | | | 15,030 | | |

| Dairy products | | | | | | 5,950 | | | | | | 1,799 | | | | | | 540 | | | | | | — | | | | | | 8,289 | | |

| Poultry | | | | | | 5,543 | | | | | | 1,234 | | | | | | 1,130 | | | | | | — | | | | | | 7,907 | | |

| Fresh produce | | | | | | 5,517 | | | | | | 1,146 | | | | | | 297 | | | | | | — | | | | | | 6,960 | | |

| Paper and disposables | | | | | | 4,226 | | | | | | 555 | | | | | | 800 | | | | | | 46 | | | | | | 5,627 | | |

| Beverage products | | | | | | 1,653 | | | | | | 844 | | | | | | 628 | | | | | | 83 | | | | | | 3,208 | | |

| Seafood | | | | | | 2,378 | | | | | | 496 | | | | | | 188 | | | | | | — | | | | | | 3,062 | | |

| Equipment and smallwares | | | | | | 1,132 | | | | | | 241 | | | | | | 28 | | | | | | 515 | | | | | | 1,916 | | |

| Other (1) | | | | | | 1,193 | | | | | | 1,043 | | | | | | 90 | | | | | | 441 | | | | | | 2,767 | | |

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

August 21, 2025

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

| (1) | | | Sysco’s second quarter of fiscal 2023 included a charge of $315 million in other expense related to pension settlement charges. See Note 14, “Company-Sponsored Employee Benefit Plans.” Sysco’s fourth quarter of fiscal 2023 included $122 million in other income related to a legacy litigation financing agreement. See Note 20, “Commitments and Contingencies.” | | |

| Pension settlement charge | | | — | | | | | | — | | | | | | 237 | | |

| Balance as of July 2, 2022 | | | 765,174,900 | | | | | | $ | 765 | | | | | $ | 1,766 | | | | | $ | 10,540 | | | | | $ | (1,482) | | | | | 256,531,543 | | | | | | $ | (10,207) | | | | | $ | 1,382 | |

| Treasury stock purchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,231,071 | | | | | | (500) | | | | | | (500) | | |

| Increase in ownership interest in subsidiaries | | | | | | | | | | | | | | | (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | |

| Pension settlement charge | | | — | | | | | | — | | | | | | 315 | | |

These services are performed for approximately 730,000 customers from 337 distribution facilities located throughout North America and Europe.

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.

This is the point at which control of the promised goods or services are transferred to our customers.

Sysco has an interest in a jointly owned foodservice operation in Panama for which it consolidates the results of its operations.

The financial position, results of operations and cash flows for this operation have been included in Sysco’s consolidated financial statements.

The value of the noncontrolling interest in this entity is considered redeemable due to certain features of the investment agreement and has been presented as mezzanine equity, which is outside of permanent equity, in the consolidated balance sheets.

The income attributable to the noncontrolling interest is located within Other expense (income), net, in the consolidated results of operations because this amount is not material.

The non-cash add back for the change in the value of the noncontrolling interest is located within Other non-cash items on the consolidated cash flows.

*Segment Reporting*

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.

ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

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

| Canned and dry products | | | | | | $ | 10,441 | | | | | $ | 2,949 | | | | | $ | 960 | | | | | $ | 2 | | | | | $ | 14,352 | |

| Fresh and frozen meats | | | | | | 9,773 | | | | | | 1,857 | | | | | | 1,860 | | | | | | — | | | | | | 13,490 | | |

| Dairy products | | | | | | 6,022 | | | | | | 1,537 | | | | | | 650 | | | | | | — | | | | | | 8,209 | | |

| Poultry | | | | | | 5,501 | | | | | | 1,154 | | | | | | 1,097 | | | | | | — | | | | | | 7,752 | | |

| Fresh produce | | | | | | 5,367 | | | | | | 1,042 | | | | | | 272 | | | | | | — | | | | | | 6,681 | | |

| Paper and disposables | | | | | | 3,999 | | | | | | 551 | | | | | | 833 | | | | | | 59 | | | | | | 5,442 | | |

| Seafood | | | | | | 2,380 | | | | | | 465 | | | | | | 178 | | | | | | — | | | | | | 3,023 | | |

| Beverage products | | | | | | 1,308 | | | | | | 585 | | | | | | 573 | | | | | | 92 | | | | | | 2,558 | | |

| Equipment and smallwares | | | | | | 304 | | | | | | 203 | | | | | | 24 | | | | | | 526 | | | | | | 1,057 | | |

| Other (1) | | | | | | 926 | | | | | | 821 | | | | | | 89 | | | | | | 560 | | | | | | 2,396 | | |

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

Edward Don & Company

On November 27, 2023, Sysco consummated its acquisition of Edward Don & Company (Edward Don), a leading distributor of foodservice equipment, supplies and disposables in the United States.

The acquisition has allowed Sysco to add strategic capabilities to complement its existing business and create a specialty equipment and supplies platform that provides better selection and service to customers.

During the second quarter of fiscal 2025, we completed the determination of the fair value of the assets acquired and liabilities assumed.

We recorded certain measurement period adjustments during fiscal 2024 and 2025, none of which were individually or in aggregate material to our financial statements.

| Total marketable securities | | | $ | 132 | | | | | $ | — | | | | | $ | (6) | | | | | $ | 126 | | | | | $ | 24 | | | | | $ | 102 | |

Sysco’s management, with the participation of our Chief Executive Officer and [added: Interim] Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June [removed: 28, 2025.][added: 27, 2026.]

Based on the evaluation of our disclosure controls and procedures as of June [removed: 28, 2025,] [added: 27, 2026,] our Chief Executive Officer and [added: Interim] 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: 28, 2025,] [added: 27, 2026,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended June [removed: 28, 2025,] [added: 27, 2026,] 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).

On August 18, 2026, Mr. Greg D.

Bertrand, who has been serving as a senior advisor to Sysco’s Chief Executive Officer on strategic initiatives since January 1, 2026, was granted a one-time completion of service award valued at $750,000, which will be payable in cash on September 30, 2026.

Until December 31, 2025, Mr. Bertrand served as Sysco’s Executive Vice President and Global Chief Operating Officer.

The information required by this item will be included in our proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this item will be included in our proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this item will be included in our proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this item will be included in our proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this item will be included in our proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

| 4.7 | | | — | | | [removed: [Forty-Sixth] [added: [Forty-Eighth] Supplemental Indenture, dated as of February [removed: 25, 2025,] [added: 13, 2026,] by and among the Company, the Subsidiary Guarantors and the Trustee relating to the [removed: 2030] [added: 2031] Notes (including the Form of [removed: 5.100%] [added: 4.400%] Senior Note), incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed on February [removed: 25, 2025] [added: 13, 2026] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000119312525035219/d896795dex41.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000119312526051566/d102581dex41.htm)] | | |

| 4.8 | | | — | | | [removed: [Forty-Seventh] [added: [Forty-Ninth] Supplemental Indenture, dated as of February [removed: 25, 2025,] [added: 13, 2026,] by and among the Company, the Subsidiary Guarantors and the Trustee relating to the [removed: 2035] [added: 2036] Notes (including the Form of [removed: 5.400%] [added: 4.950%] Senior Note), incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed on February [removed: 25, 2025] [added: 13, 2026] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000119312525035219/d896795dex42.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000119312526051566/d102581dex42.htm)] | | |

| 4.9# | | | — | | | [Description of Sysco Corporation [removed: Securities.](https://www.sec.gov/Archives/edgar/data/96021/000009602125000099/exhibit49descriptionofsysc.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/96021/000009602126000033/exhibit49descriptionofsysc.htm)] | | |

| [removed: 10.2#] [added: 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 [removed: thereto.](https://www.sec.gov/Archives/edgar/data/96021/000009602125000099/exhibit102syscocdorremedia.htm)] [added: thereto, , incorporated by reference to Exhibit 10.2 to the Form 10-K for the year ended June 28, 2025 filed on August 22, 2025 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602125000099/exhibit102syscocdorremedia.htm)] | | |

| [removed: 10.3#] [added: 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 [removed: thereto.](https://www.sec.gov/Archives/edgar/data/96021/000009602125000099/exhibit103sysco2025amendme.htm)] [added: thereto, incorporated by reference to Exhibit 10.3 to the Form 10-K for the year ended June 28, 2025 filed on August 22, 2025 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602125000099/exhibit103sysco2025amendme.htm)] | | |

| [removed: 10.10†] [added: 10.14†] | | | — | | | [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: 10.11†] [added: 10.15†] | | | — | | | [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: 10.12†] [added: 10.16†] | | | — | | | [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: 10.13†] [added: 10.17†] | | | — | | | [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: 10.14†] [added: 10.18†] | | | — | | | [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: 10.15†] [added: 10.19†] | | | — | | | [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: 10.16†] [added: 10.20†] | | | — | | | [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: 10.17†] [added: 10.21†] | | | — | | | [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: 10.18†] [added: 10.22†] | | | — | | | [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: 10.19†] [added: 10.23†] | | | — | | | [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: 10.20†] [added: 10.24†] | | | — | | | [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: 10.21†] [added: 10.25†] | | | — | | | [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) | | |

| [removed: 10.22†] [added: 10.26†] | | | — | | | [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: 10.23†] [added: 10.27†] | | | — | | | [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: 10.24†] [added: 10.28†] | | | — | | | [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: 10.25†] [added: 10.29†] | | | — | | | [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: 10.26†] [added: 10.30†] | | | — | | | [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: 10.27†] [added: 10.31†] | | | — | | | [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: 10.28†] [added: 10.32†] | | | — | | | [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: 10.29†] [added: 10.33†] | | | — | | | [Sysco Corporation Annual Incentive Program (AIP) for Fiscal Year [removed: 2025] [added: 2026] adopted July 31, [removed: 2024,] [added: 2025,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Form 10-Q for the quarter ended September [removed: 28, 2024] [added: 27, 2025] filed on October [removed: 30, 2024] [added: 29, 2025] (File No. [removed: 1-6544)](https://www.sec.gov/Archives/edgar/data/0000096021/000009602124000186/exhibit101-syscoxfy25aipq1.htm)] [added: 1-6544)](https://www.sec.gov/Archives/edgar/data/96021/000009602125000157/exhibit102-syscoxfy26aipxf.htm)] | | |

| [removed: 10.30†] [added: 10.34†] | | | — | | | [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: 10.31†] [added: 10.35†] | | | — | | | [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: 10.32†] [added: 10.36†] | | | — | | | [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: 10.33†] [added: 10.37†] | | | — | | | [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: 10.34†] [added: 10.38†] | | | — | | | [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: 10.35†] [added: 10.45†] | | | — | | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit] Grant Agreement (Fiscal Year 2025) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the Form 10-Q for the quarter ended September 28, 2024 filed on October 30, 2024 (File No. 1-6544).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000096021/000009602124000186/syy-20240928.htm) | | |

| [removed: 10.36†] [added: 10.41†] | | | — | | | [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: 10.37†] [added: 10.42†] | | | — | | | [Form of Performance Share Unit Grant Agreement (Fiscal Year [removed: 2025)] [added: 2026)] for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to the Form 10-Q for the quarter ended September [removed: 28, 2024] [added: 27, 2025] filed on October [removed: 30, 2024] [added: 29, 2025] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602124000186/exhibit104syy-psuawardagmt.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602125000157/exhibit105-syyxpsuawardagm.htm)] | | |

| [removed: 10.38†] [added: 10.43†] | | | — | | | [Form of Performance Share Unit Grant Agreement – Retention Award for Thomas R. Peck Jr. dated February 26, 2025, pursuant to the Sysco 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended March 29, 2025 filed on April 30, 2025 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602125000037/exhibit101-syyxpsuawardagm.htm) | | |

| [removed: 10.39†] [added: 10.44†] | | | — | | | [Form of Restricted Stock Unit Grant Agreement (Fiscal Year [removed: 2023)] [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 1, 2022] [added: September 30, 2023] filed on November [removed: 2, 2022] [added: 1, 2023] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602122000211/exhibit105-syyxrsuagmtdive.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602123000201/exhibit103-syyxrsuagmtdive.htm)] | | |

| 10.40† | | | — | | | [Form of [removed: Restricted] Stock [removed: Unit] [added: Option] Grant Agreement (Fiscal Year [removed: 2024)] [added: 2026)] for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended September [removed: 30, 2023] [added: 27, 2025] filed on [removed: November 1, 2023] [added: October 29, 2025] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602123000201/exhibit103-syyxrsuagmtdive.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602125000157/exhibit103-syyxstockoption.htm)] | | |

| [removed: 10.41†] [added: 10.39†] | | | — | | | [Form of [removed: Restricted] Stock [removed: Unit] [added: Option] Grant Agreement (Fiscal Year 2025) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Form 10-Q for the quarter ended September 28, 2024 filed on October 30, 2024 (File No. [removed: 1-6544).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000096021/000009602124000186/syy-20240928.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602124000186/exhibit102-stockoptionawar.htm)] | | |

| [removed: 10.42†] [added: 10.47†] | | | — | | | [Form of Sysco Protective Covenants Agreement for Executive Vice Presidents and Senior Vice Presidents, incorporated by reference to Exhibit 10.5 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/0000096021/000009602123000201/exhibit105-syyxpcaxevpsand.htm) | | |

| [removed: 10.43†] [added: 10.48†] | | | — | | | [Form of Restricted Stock Award Agreement for Directors [removed: (2024)] [added: (2025)] pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended December [removed: 28, 2024] [added: 27, 2025] filed on January [removed: 29, 2025] [added: 28, 2026] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/0000096021/000009602125000010/exhibit101-rsagrmtxnondefe.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602126000009/exhibit101rsagrmt-nondefxf.htm)] | | |

| [removed: 10.44†] [added: 10.49†] | | | — | | | [Form of Restricted Stock Award Agreement for Directors [removed: (2024)] [added: (2025)] pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan (for directors who elect to defer receipt of shares under the 2009 Board of Directors Stock Deferral Plan), incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended December [removed: 28, 2024] [added: 27, 2025] filed on January [removed: 29, 2025] [added: 28, 2026] (File No. [removed: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602125000010/exhibit102-rsagmtxdeferral.htm)] [added: 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602126000009/exhibit102rsagmt-deferralx.htm)] | | |

| 2.1 | | | — | | | [Agreement and Plan of Merger, dated as of March 30, 2026, by and among Sysco Corporation, JRD Unico, Inc., Warehouse Realty, LLC, New Slider Holdco, Inc., Slider Merger Sub 1, Inc., Slider Merger Sub 2, Inc., Slider Merger Sub 3, LLC, and Holder Representative,](https://www.sec.gov/Archives/edgar/data/96021/000095014226000922/eh260755710_ex0201.htm) [incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed on March 30, 2026 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000095014226000922/eh260755710_ex0201.htm) | | |

| 10.10 | | | — | | | [Credit Agreement, dated September 5, 2025, among Sysco Corporation, Sysco Canada, Inc., Sysco Global Holdings B.V., Bank of America, N.A., as Administrative Agent, and certain lenders and guarantors party thereto, incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on September 8, 2025 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000119312525197606/d936312dex101.htm) | | |

| 10.11* | | | — | | | [Term Loan Credit Agreement, dated as of April 16, 2026, among Sysco Corporation and certain lenders and guarantors party thereto, incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on April 20, 2026 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000119312526164087/d290779dex101.htm) | | |

| 10.12* | | | — | | | [Credit Agreement, dated as of April 16, 2026, among Sysco Corporation, Sysco Canada, Inc., Sysco Global Holdings B.V., Bank of America, N.A., as Administrative Agent, and certain lenders and guarantors party thereto, incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed on April 20, 2026 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000119312526164087/d290779dex102.htm) | | |

| 10.13 | | | — | | | [Stockholders Agreement, dated as of March 30, 2026, by and among New Slider Holdco, Inc and certain other parties thereto, incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on March 30, 2026 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000095014226000922/eh260755710_ex1001.htm) | | |

| 10.46† | | | — | | | [Form of Restricted Stock Unit Grant Agreement (Fiscal Year 2026) 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 27, 2025 filed on October 29, 2025 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602125000157/exhibit104-syyxrsuagmtdive.htm) | | |

| 10.63† | | | — | | | [Letter Agreement, dated as of November 17, 2025, by and between Greg Bertrand and Sysco Corporation, incorporated by reference to Exhibit 10.4 to the Form 10-Q for the quarter ended December 27, 2025 filed on January 28, 2026 (File No. 1-6544).](https://www.sec.gov/Archives/edgar/data/96021/000009602126000009/exhibit104bertrandadvisora.htm) | | |

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## Furnished Herewith

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable.

The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Sysco agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Sysco agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

| 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) | | |

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: 21st] [added: 20th] day of August [removed: 2025.][added: 2026.]

| [removed: Kenny K. Cheung] [added: Brandon Sewell] | | | (principal financial officer) | | |

| /s/ BRANDON SEWELL | | | Interim Chief Financial Officer | | |

| /s/ KENNY K. CHEUNG | | | Executive Vice President, Chief Financial Officer | | |