Item 1A. Risk Factors

For a discussion of our risk factors, see the section entitled “Risk Factors” in our fiscal 2024 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 second quarter of fiscal 2025:


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
September 29 - October 26	460,224	$	75.27	460,224	—
Month #2
October 27 - November 23	972,190	75.63		972,190	—
Month #3
November 24 - December 28	1,082,127	78.34		1,082,127	—
Totals	2,514,541	$	76.73	2,514,541	—


(1)			The total number of shares purchased includes 0, 780, and 3,772 shares tendered by individuals in connection with stock option exercises 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.

On May 20, 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 3,949,641 shares for $300 million during the first 26 weeks of fiscal 2025. As of December 28, 2024, we had a remaining authorization of approximately $2.5 billion. We repurchased 286,506 additional shares under our authorization from the end of our fiscal second quarter through January 10, 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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