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.