Item 1A. Risk Factors

For a discussion of our risk factors, see the section entitled “Risk Factors” in our 2023 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

We made the following share repurchases during the third quarter of fiscal 2024:


ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1
December 31 - January 27 (3)	6,026,110	$	—	6,026,110	—
Month #2
January 28 - February 24	148	80.82		148	—
Month #3
February 25 - March 30	2,554	81.14		2,554	—
Totals	6,028,812			6,028,812	—


(1)			The total number of shares purchased includes 0, 148 and 2,554 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 2, “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.
(3)			In connection with an accelerated share repurchase program (the ASR Program) with a large financial institution, we provided a payment of $500.0 million on January 11, 2024 and received an initial tranche of 6,026,110 shares of the company’s outstanding common stock. Subsequent to March 30, 2024, the ASR Program was settled and resulted in 323,109 incremental shares being delivered to us. This resulted in a total of 6,349,219 shares repurchased under the ASR Program at an average price of $78.75 per share. See Note 10, “Earnings Per Share,” for details of the ASR Program.

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

We repurchased 8,888,777 shares for $699.9 million during fiscal 2024. As of March 30, 2024, we had a remaining authorization of approximately $3.3 billion. We repurchased 1,092,409 additional shares under our authorization through April 12, 2024.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Previous: Item 4. Controls and Procedures · Next: Item 5. Other Information