Sysco 10-Q 2026-03-28
Filed 2026-04-29. 9 sections, 203K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period end****ed March 28, 2026
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 1-6544

Sysco Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 74-1648137 | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1390 Enclave Parkway**,** Houston**,** Texas 77077-2099
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(281) 584-1390
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common stock, $1.00 Par Value | SYY | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☑ | Accelerated Filer | ☐ |
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ☐ |
| (Do not check if a smaller reporting company) | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
478,182,608 shares of common stock were outstanding as of April 10, 2026.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In millions, except for share data)
| Mar. 28, 2026 | Jun. 28, 2025 | ||
| (unaudited) | |||
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | $1,900 | $1,071 | |
| Accounts receivable, less allowances of $87 and $17 | 5,755 | 5,502 | |
| Inventories | 5,291 | 5,053 | |
| Prepaid expenses and other current assets | 415 | 338 | |
| Income tax receivable | 22 | 4 | |
| Total current assets | 13,383 | 11,968 | |
| Plant and equipment at cost, less accumulated depreciation | 5,888 | 6,084 | |
| Other long-term assets | |||
| Goodwill | 5,246 | 5,231 | |
| Intangibles, less amortization | 995 | 1,080 | |
| Deferred income taxes | 488 | 497 | |
| Operating lease right-of-use assets, net | 1,320 | 1,131 | |
| Other assets | 663 | 783 | |
| Total other long-term assets | 8,712 | 8,722 | |
| Total assets | $27,983 | $26,774 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current liabilities | |||
| Accounts payable | $6,387 | $6,512 | |
| Accrued expenses | 2,344 | 2,268 | |
| Accrued income taxes | — | 51 | |
| Current operating lease liabilities | 147 | 136 | |
| Current maturities of long-term debt | 1,190 | 949 | |
| Total current liabilities | 10,068 | 9,916 | |
| Long-term liabilities | |||
| Long-term debt | 12,818 | 12,360 | |
| Deferred income taxes | 380 | 345 | |
| Long-term operating lease liabilities | 1,226 | 1,049 | |
| Other long-term liabilities | 1,194 | 1,247 | |
| Total long-term liabilities | 15,618 | 15,001 | |
| Noncontrolling interest | — | 27 | |
| Shareholders’ equity | |||
| Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none | — | — | |
| Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares | 765 | 765 | |
| Paid-in capital | 2,089 | 1,986 | |
| Retained earnings | 13,461 | 13,061 | |
| Accumulated other comprehensive loss | (1,055) | (1,098) | |
| Treasury stock at cost, 286,996,640 and 287,678,658 shares | (12,963) | (12,884) | |
| Total shareholders’ equity | 2,297 | 1,830 | |
| Total liabilities and shareholders’ equity | $27,983 | $26,774 |
Note: The June 28, 2025 balance sheet has been derived from the audited financial statements at that date.
See Notes to Consolidated Financial Statements
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In millions, except for share and per share data)
| 13-Week Period Ended | 39-Week Period Ended | ||||||
| Mar. 28, 2026 | Mar. 29, 2025 | Mar. 28, 2026 | Mar. 29, 2025 | ||||
| Sales | $20,519 | $19,598 | $62,429 | $60,232 | |||
| Cost of sales | 16,707 | 16,017 | 50,924 | 49,249 | |||
| Gross profit | 3,812 | 3,581 | 11,505 | 10,983 | |||
| Operating expenses | 3,193 | 2,900 | 9,393 | 8,783 | |||
| Operating income | 619 | 681 | 2,112 | 2,200 | |||
| Interest expense | 168 | 149 | 512 | 469 | |||
| Other expense (income), net | 6 | 9 | 44 | 32 | |||
| Earnings before income taxes | 445 | 523 | 1,556 | 1,699 | |||
| Income taxes | 105 | 122 | 350 | 402 | |||
| Net earnings | $340 | $401 | $1,206 | $1,297 | |||
| Net earnings: | |||||||
| Basic earnings per share | $0.71 | $0.82 | $2.52 | $2.65 | |||
| Diluted earnings per share | 0.71 | 0.82 | 2.51 | 2.64 | |||
| Average shares outstanding | 479,344,821 | 487,519,382 | 479,150,734 | 490,080,591 | |||
| Diluted shares outstanding | 481,188,586 | 489,331,460 | 480,738,926 | 491,973,759 |
See Notes to Consolidated Financial Statements
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions)
| 13-Week Period Ended | 39-Week Period Ended | ||||||
| Mar. 28, 2026 | Mar. 29, 2025 | Mar. 28, 2026 | Mar. 29, 2025 | ||||
| Net earnings | $340 | $401 | $1,206 | $1,297 | |||
| Other comprehensive income (loss): | |||||||
| Foreign currency translation adjustment | (62) | 136 | (74) | 49 | |||
| Items presented net of tax: | |||||||
| Amortization of cash flow hedges | 1 | 1 | 3 | 4 | |||
| Change in net investment hedges | 27 | (6) | 32 | (3) | |||
| Change in cash flow hedges | 62 | 3 | 61 | (5) | |||
| Change in excluded components of fair value hedge | — | — | — | (2) | |||
| Amortization of actuarial loss | 6 | 5 | 17 | 15 | |||
| Net actuarial gain and other adjustments arising in current year | — | — | 4 | 23 | |||
| Change in marketable securities | (1) | 2 | — | 3 | |||
| Total other comprehensive income (loss) | 33 | 141 | 43 | 84 | |||
| Comprehensive income | $373 | $542 | $1,249 | $1,381 |
See Notes to Consolidated Financial Statements
Sysco Corporation and its Consolidated Subsidiaries
CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited)
(In millions, except for share data)
Quarter to Date
| Accumulated Other Comprehensive Loss | |||||||||||||||
| Common Stock | Paid-in Capital | Retained Earnings | Treasury Stock | ||||||||||||
| Shares | Amount | Shares | Amounts | Totals | |||||||||||
| Balance as of December 27, 2025 | 765,174,900 | $765 | $2,048 | $13,383 | $(1,088) | 286,247,800 | $(12,825) | $2,283 | |||||||
| Net earnings | 340 | 340 | |||||||||||||
| Other comprehensive income (loss) | 33 | 33 | |||||||||||||
| Dividends declared ($0.54 per common share) | (259) | (259) | |||||||||||||
| Treasury stock purchases | 2,230,415 | (200) | (200) | ||||||||||||
| Share-based compensation awards | 41 | (1,481,575) | 62 | 103 | |||||||||||
| Adjustments to redeemable non-controlling interest | (3) | (3) | |||||||||||||
| Balance as of March 28, 2026 | 765,174,900 | $765 | $2,089 | $13,461 | $(1,055) | 286,996,640 | $(12,963) | $2,297 | |||||||
| Accumulated Other Comprehensive Loss | |||||||||||||||
| Common Stock | Paid-in Capital | Retained Earnings | Treasury Stock | ||||||||||||
| Shares | Amount | Shares | Amounts | Totals | |||||||||||
| Balance as of December 28, 2024 | 765,174,900 | $765 | $1,965 | $12,649 | $(1,396) | 275,706,546 | $(11,969) | $2,014 | |||||||
| Net earnings | 401 | 401 | |||||||||||||
| Other comprehensive income (loss) | 141 | 141 | |||||||||||||
| Dividends declared ($0.51 per common share) | (246) | (246) | |||||||||||||
| Treasury stock purchases | 5,468,937 | (400) | (400) | ||||||||||||
| Share-based compensation awards | (2) | (745,821) | 26 | 24 | |||||||||||
| Adjustments to redeemable non-controlling interest | (12) | (12) | |||||||||||||
| Balance as of March 29, 2025 | 765,174,900 | $765 | $1,963 | $12,792 | $(1,255) |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with our consolidated financial statements as of June 28, 2025, and for
the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both
contained in our fiscal 2025 Form 10-K, as well as the consolidated financial statements (unaudited) and notes to the
consolidated financial statements (unaudited) contained in this report.
Highlights
Our third quarter of fiscal 2026 results included sales growth of 4.7% as compared to the third quarter of fiscal 2025,
primarily driven by volume improvements across our business. Sales increased in our U.S. Foodservice Operations,
International Foodservice Operations, and SYGMA segments. Our gross profit increased 6.5% compared to the third quarter of
fiscal 2025, due to our strategic sourcing efforts, favorable changes in customer mix, and the effective management of product
cost inflation. Operating income decreased 9.1% compared to the third quarter of fiscal 2025, due to higher incentive
compensation, increased restructuring and transformational project costs, 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). Excluding Certain Item expenses, adjusted operating income decreased 0.6% as compared to the third
quarter of fiscal 2025, primarily due to higher incentive compensation. Our net earnings for the third quarter of fiscal 2026
decreased 15.2% as compared to the third quarter of fiscal 2025. Excluding Certain Item expenses, adjusted net earnings
decreased by 3.6% as compared to the third quarter of fiscal 2025. See below for a comparison of our fiscal 2026 results to our
fiscal 2025 results, both including and excluding Certain Items.
Comparisons of results from the third quarter of fiscal 2026 to the third quarter of fiscal 2025 are presented below:
- Sales:
◦increased 4.7%, or $921 million, to $20.5 billion;
- Operating income:
◦decreased 9.1%, or $62 million, to $619 million;
◦adjusted operating income decreased 0.6%, or $5 million, to $768 million;
- Net earnings:
◦decreased 15.2%, or $61 million, to $340 million;
◦adjusted net earnings decreased 3.6%, or $17 million, to $452 million;
- Basic earnings per share:
◦decreased 13.4%, or $0.11, to $0.71 per share;
- Diluted earnings per share:
◦decreased 13.4% or $0.11, to $0.71 per share;
◦adjusted diluted earnings per share decreased 2.1%, or $0.02, to $0.94 per share;
- EBITDA:
◦decreased 5.1%, or $46 million, to $864 million; and
◦adjusted EBITDA increased 0.1%, or $1 million, to $970 million.
Comparisons of results from the first 39 weeks of fiscal 2026 to the first 39 weeks of fiscal 2025 are presented below:
- Sales:
◦increased 3.6%, or $2.2 billion, to $62.4 billion;
- Operating income:
◦decreased 4.0%, or $88 million, to $2.1 billion;
◦adjusted operating income increased 1.9%, or $46 million, to $2.5 billion;
- Net earnings:
◦decreased 7.0%, or $91 million, to $1.2 billion;
◦adjusted net earnings increased 1.0%, or $14 million, to $1.5 billion;
- Basic earnings per share:
◦decreased 4.9%, or $0.13, to $2.52 per share;
- Diluted earnings per share:
◦decreased 4.9% , or $0.13 to $2.51 per share;
◦adjusted diluted earnings per share increased 3.4%, or $0.10, to $3.08 per share;
- EBITDA:
◦decreased 3.0%, or $85 million, to $2.8 billion; and
◦adjusted EBITDA increased 1.2%, or $36 million, to $3.0 billion.
The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted
EBITDA, that we believe provide important perspective with respect to underlying business trends. 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.
Adjustments provided herein for fiscal 2026 results of operations also remove the impact of a charge associated with a legal
matter. No similar charge was applicable in fiscal 2025.
The fiscal 2026 and fiscal 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. We
measure our results on a constant currency basis.
Trends
Economic and Industry Trends
Foot traffic to restaurants experienced a decrease of 1.9% in the third quarter of fiscal 2026. Our U.S. Foodservice
Operations local case growth trends experienced a sequential improvement of 210 basis points compared to the second quarter
of fiscal 2026, despite the industry’s foot traffic performance. The macroeconomic environment was similar in the third quarter
of fiscal 2026 as compared to the previous quarter, which has continued to adversely impact consumer sentiment. Despite the
current macroeconomic landscape, we expect to grow our sales in fiscal 2026. We 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.
Sales and Gross Profit Trends
Sales increased 4.7% and 3.6% in the third quarter and first 39 weeks of fiscal 2026, respectively, as compared to the
third quarter and first 39 weeks of fiscal 2025. Our sales and gross profit performance are influenced by multiple factors,
including price, volume, inflation, customer mix and product mix. We experienced a 2.3% and 1.0% increase in U.S.
Foodservice Operations case volume in the third quarter and first 39 weeks of fiscal 2026, respectively, as compared to the third
quarter and first 39 weeks of fiscal 2025. Our volume growth trends were attributable to local case volume increasing 3.3% and
1.4% in the third quarter and first 39 weeks of fiscal 2026, respectively, as compared to the third quarter and first 39 weeks of
fiscal 2025. Our local case volumes have improved due to improved sales colleague retention and incremental sales colleague
productivity improvements. National case volume increased 1.4% and 0.9% in the third quarter and first 39 weeks of fiscal
2026, respectively, as compared to the third quarter and first 39 weeks of fiscal 2025. Our volume reflects our broadline and
specialty businesses. Beginning in fiscal 2026, we are now including volumes from our specialty meat business for all periods
presented. We expect continued local volume growth in the fourth quarter of fiscal 2026 of at least 2.5% due to continued sales
consultant productivity improvements. In addition, we expect national case volume growth in the fourth quarter due to the
strength of our non-restaurant business and the onboarding of new national restaurant customers.
We experienced inflation at a rate of 2.8% in the third quarter of fiscal 2026, at the total enterprise level, primarily
driven by inflation in the dairy, meat, and seafood categories. We continue to address inflation by successfully managing
through cost increases in a timely manner. Gross margin increased 31 and 20 basis points in the third quarter and first 39 weeks
of fiscal 2026, respectively, as compared to the third quarter and first 39 weeks of fiscal 2025, primarily due to benefits from
our strategic sourcing initiatives, stronger volume performance from local customers and improving mix from Sysco Brand
penetration rates, and the effective management of product cost inflation.
Operating Expense Trends
Total operating expenses were $3.2 billion and $9.4 billion in the third quarter and first 39 weeks of fiscal 2026, a
10.1% and 6.9% increase compared to the third quarter and first 39 weeks of fisca
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk.
For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market
Risks” in our fiscal 2025 Form 10-K. There have been no significant changes to our market risks since June 28, 2025, except
for the addition of interest rate risk as a result of the Proposed Transaction. See Note 15 “Subsequent Events” for more
information on the terms of the Proposed Transaction. We have executed cash-settled deal contingent rate lock transactions to
mitigate interest rate risk on $6.3 billion of future permanent debt that could potentially be issued to finance the purchase of
JRD. As these interest rate lock transactions are contingent upon whether the transaction is successfully consummated, we have
not elected to apply hedge accounting at this time and any unrealized gains or losses will be recognized in Other income and
expense within our statement of consolidated results of operations.
Item 4. Controls and Procedures
Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the
effectiveness of our disclosure controls and procedures as of March 28, 2026. The term “disclosure controls and procedures,” as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means
controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management,
including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required
disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-
benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to
provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as
of March 28, 2026, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure
controls and procedures were effective at the reasonable assurance level.
There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended March 28, 2026, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Environmental Matters
Item 10. 3 of SEC Regulation S-K requires disclosure of certain environmental proceedings in which a governmental
authority is a party to and when such proceedings involve potential monetary sanctions that Sysco’s management reasonably
believes will exceed a specified threshold. Pursuant to recent SEC amendments to this Item, Sysco has chosen a reporting
threshold for such proceedings of $1 million. Applying this threshold, there are no material environmental matters to disclose
for this reporting period.
From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. We do not
believe there are any pending legal proceedings that, individually or in the aggregate, will have a material adverse effect on the
company’s financial condition, results of operations or cash flows.
Item 1A. Risk Factors
Except as provided below, there were no material changes from the Risk Factors disclosed in Item 1A of our fiscal
2025 Form 10-K.
Risks Related to the Proposed Transaction
The Proposed Transaction is subject to conditions, some or all of which may not be satisfied or completed on a
timely basis, if at all. Failure to complete the Proposed Transaction in a timely manner or at all could have adverse effects
on the company.
The completion of the Proposed Transaction is subject to a number of conditions, including the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, some of which are not in
our control. The failure to satisfy the required conditions could delay the completion of the Proposed Transaction for a
significant period of time or prevent it from occurring at all. A failure to complete the Proposed Transaction would mean that
we will not realize the anticipated benefits of the transaction, including our proposed expansion into the cash & carry channel.
Without realizing any of the benefits of having completed the Proposed Transaction, the Company will be subject to a number
of risks, including the following:
- the market price of our common stock could decline to the extent that the current market price reflects a market
assumption that the Proposed Transaction will be completed;
-
we could owe a termination fee of $1.164 billion under certain circumstances;
-
we may experience negative publicity, which could have an adverse effect on our ongoing operations, including
on our ability to retain and attract employees and those with whom we do business, such as customers, suppliers
and business partners;
- we have committed and will continue to commit time and resources to matters relating to the Proposed
Transaction that could otherwise have been devoted to ongoing business operations and pursuing other beneficial
opportunities for the company;
- we will still be required to pay significant fees and expenses relating to financing arrangements, which may
include investment banking fees and commissions, professional fees and other costs and expenses;
- we will be required to pay costs relating to the Proposed Transaction, such as legal, accounting, financial advisory
and printing fees, whether or not the Proposed Transaction is completed; and
- we may commit significant time and resources to defending against litigation related to any failure to complete the
Proposed Transaction or related to any enforcement proceeding commenced against the company to perform our
obligations pursuant to the transaction agreement.
In addition, one or more conditions in the transaction agreement may not be satisfied on a timely manner. A delay in
completing the Proposed Transaction could cause us to realize some or all of the expected benefits later than we otherwise
expect if the Proposed Transaction is successfully completed within the anticipated timeframe, which could result in additional
transaction costs or in other negative effects associated with uncertainty about completion of the Proposed Transaction. Any of
the foregoing could have a material adverse effect on our business, financial condition and results of operations.
We are subject to business uncertainties while the Proposed Transaction is pending.
While the Proposed Transaction is pending, uncertainty about the effect of the Proposed Transaction on employees,
clients, customers, suppliers and vendors may have an adverse effect on our ongoing business operations. These uncertainties
may impair our ability to retain and hire key personnel and maintain business relationships; result in the loss of suppliers,
customers and other business partners or in the termination of existing contracts or relationships; and divert our management’s
attention from our business as we work to take all steps necessary to close the Proposed Transaction. Any of these could have a
material adverse effect on our business and results of operations.
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 2026:
| 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 28 - January 24 | — | $— | — | — | |||
| Month #2 | |||||||
| January 25 - February 21 | 1,918,075 | 89.64 | 1,912,374 | — | |||
| Month #3 | |||||||
| February 22 - March 28 | 318,041 | 89.84 | 318,041 | — | |||
| Totals | 2,236,116 | $89.66 | 2,230,415 | — |
| (1) | The total number of shares purchased includes 0, 5,701, and 0 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. |
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 2,230,415 shares for $200 million during the first 39 weeks of fiscal 2026. As of March 28, 2026, we
had a remaining authorization of approximately $1.3 billion. We repurchased no additional shares under our authorization from
the end of our fiscal third quarter through April 10, 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the quarter ended March 28, 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).
Item 6. Exhibits
The exhibits listed on the Exhibit Index below are filed as a part of this Quarterly Report on Form 10-Q.
EXHIBIT INDEX
| 104 | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Filed herewith
- Furnished, not filed.
**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 Commission 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 Commission upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
| Sysco Corporation | ||
| (Registrant) | ||
| Date: April 28, 2026 | By: | /s/ KEVIN P. HOURICAN |
| Kevin P. Hourican | ||
| Chair of the Board and | ||
| Chief Executive Officer | ||
| Date: April 28, 2026 | By: | /s/ BRANDON SEWELL |
| Brandon Sewell | ||
| Interim Chief Financial Officer | ||
| Date: April 28, 2026 | By: | /s/ JENNIFER L. JOHNSON |
| Jennifer L. Johnson | ||
| Senior Vice President, | ||
| Chief Accounting Officer |