SEC Form 10-Q filed by Sysco Corporation

10/28/25 5:40:05 PM ET

Food Distributors

Consumer Discretionary

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syy-20250927

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 ended September 27, 2025


☐			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

478,861,056 shares of common stock were outstanding as of October 10, 2025.

TABLE OF CONTENTS



	PART I – FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	40
Item 4.	Controls and Procedures	41
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	43

Signatures		46

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In millions, except for share data)


	Sep. 27, 2025		Jun. 28, 2025
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	844	$	1,071
Accounts receivable, less allowances of $46 and $17	5,800		5,502
Inventories	5,377		5,053

Prepaid expenses and other current assets	387		338

Income tax receivable	4		4
Total current assets	12,412		11,968
Plant and equipment at cost, less accumulated depreciation	5,936		6,084
Other long-term assets
Goodwill	5,190		5,231
Intangibles, less amortization	1,043		1,080

Deferred income taxes	490		497
Operating lease right-of-use assets, net	1,172		1,131
Other assets	801		783
Total other long-term assets	8,696		8,722
Total assets	$	27,044	$	26,774

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities

Accounts payable	$	6,492	$	6,512
Accrued expenses	2,166		2,268
Accrued income taxes	117		51
Current operating lease liabilities	141		136
Current maturities of long-term debt	1,894		949
Total current liabilities	10,810		9,916
Long-term liabilities
Long-term debt	11,459		12,360
Deferred income taxes	351		345
Long-term operating lease liabilities	1,087		1,049
Other long-term liabilities	1,226		1,247
Total long-term liabilities	14,123		15,001

Noncontrolling interest	44		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	2,010		1,986
Retained earnings	13,262		13,061
Accumulated other comprehensive loss	(1,129)		(1,098)
Treasury stock at cost, 286,624,506 and 287,678,658 shares	(12,841)		(12,884)
Total shareholders’ equity	2,067		1,830
Total liabilities and shareholders’ equity	$	27,044	$	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
	Sep. 27, 2025		Sep. 28, 2024
Sales	$	21,148	$	20,484
Cost of sales	17,247		16,731
Gross profit	3,901		3,753
Operating expenses	3,101		2,945
Operating income	800		808
Interest expense	172		160
Other expense (income), net	28		6
Earnings before income taxes	600		642
Income taxes	124		152
Net earnings	$	476	$	490

Net earnings:
Basic earnings per share	$	0.99	$	1.00
Diluted earnings per share	0.99		0.99

Average shares outstanding	478,761,180		492,023,827
Diluted shares outstanding	480,365,666		493,785,973

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In millions)


	13-Week Period Ended
	Sep. 27, 2025		Sep. 28, 2024
Net earnings	$	476	$	490
Other comprehensive income (loss):
Foreign currency translation adjustment	(65)		168
Items presented net of tax:

Amortization of cash flow hedges	1		1
Change in net investment hedges	13		(13)
Change in cash flow hedges	10		(14)




Amortization of actuarial loss	5		5


Net actuarial gain and other adjustments arising in current year	4		23
Change in marketable securities	1		3
Total other comprehensive income (loss)	(31)		173
Comprehensive income	$	445	$	663

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited)

(In millions, except for share data)


								Accumulated Other Comprehensive Loss
	Common Stock			Paid-in Capital		Retained Earnings				Treasury Stock
	Shares	Amount								Shares	Amounts		Totals
Balance as of June 28, 2025	765,174,900	$	765	$	1,986	$	13,061	$	(1,098)	287,678,658	$	(12,884)	$	1,830
Net earnings						476							476












Other comprehensive income (loss)								(31)					(31)
Dividends declared ($0.54 per common share)						(259)							(259)


Share-based compensation awards				24						(1,054,152)	43		67
Adjustments to redeemable non-controlling interest						(16)							(16)
Balance as of September 27, 2025	765,174,900	$	765	$	2,010	$	13,262	$	(1,129)	286,624,506	$	(12,841)	$	2,067

								Accumulated Other Comprehensive Loss
	Common Stock			Paid-in Capital		Retained Earnings				Treasury Stock
	Shares	Amount								Shares	Amounts		Totals
Balance as of June 29, 2024	765,174,900	$	765	$	1,908	$	12,260	$	(1,339)	273,416,685	$	(11,734)	$	1,860
Net earnings						490							490








Other comprehensive income (loss)								173					173
Dividends declared ($0.51 per common share)						(252)							(252)

Treasury stock purchases										1,460,065	(109)		(109)
Share-based compensation awards				17						(772,402)	28		45
Balance as of September 28, 2024	765,174,900	$	765	$	1,925	$	12,498	$	(1,166)	274,104,348	$	(11,815)	$	2,207

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS (Unaudited)

(In millions)


	13-Week Period Ended
	Sep. 27, 2025		Sep. 28, 2024
Cash flows from operating activities:
Net earnings	$	476	$	490
Adjustments to reconcile net earnings to cash provided by operating activities:

Share-based compensation expense	31		30
Depreciation and amortization	233		235
Operating lease asset amortization	37		34
Amortization of debt issuance and other debt-related costs	4		4

Deferred income taxes	(5)		(17)
Provision for losses on receivables	30		21


Other non-cash items	8		(40)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables	(349)		(427)
Increase in inventories	(335)		(287)
Increase in prepaid expenses and other current assets	(42)		(16)
Increase in accounts payable	82		27
Decrease in accrued expenses	(83)		(128)
Decrease in operating lease liabilities	(49)		(42)
Increase in accrued income taxes	66		140
(Increase) decrease in other assets	(11)		2
(Decrease) increase in other long-term liabilities	(7)		27

Net cash provided by operating activities	86		53
Cash flows from investing activities:
Additions to plant and equipment	(160)		(122)
Proceeds from sales of plant and equipment	24		77


Purchase of marketable securities	—		(12)
Proceeds from sales of marketable securities	7		10
Other investing activities	22		1

Net cash used for investing activities	(107)		(46)
Cash flows from financing activities:
Bank and commercial paper borrowings, net	76		240
Other debt borrowings including senior notes	2		3
Other debt repayments including senior notes	(42)		(44)






Proceeds from stock option exercises	43		29

Stock repurchases	—		(108)
Dividends paid	(259)		(251)

Other financing activities	(15)		—
Net cash used for financing activities	(195)		(131)
Effect of exchange rates on cash, cash equivalents and restricted cash	(6)		13
Net decrease in cash, cash equivalents and restricted cash	(222)		(111)
Cash, cash equivalents and restricted cash at beginning of period	1,349		945
Cash, cash equivalents and restricted cash at end of period	$	1,127	$	834
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	178	$	144
Income taxes, net of refunds	31		26

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or the “company” as used in this Form 10-Q refer to Sysco Corporation together with its consolidated subsidiaries and divisions.

1. BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the company, without an audit. The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income, changes in consolidated shareholders’ equity and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income, cash flows and changes in shareholders’ equity for all periods presented have been made.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2025 (our “fiscal 2025 Form 10-K”). Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

Supplemental Balance Sheet Information

Supplier Financing Programs

We have agreements with third parties to provide supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations from the company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the company prior to their scheduled due dates at a discounted price to participating financial institutions. Obligations of the company that have been confirmed as valid require payment by Sysco upon the due date of the obligation.

Our outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the consolidated balance sheets, are as follows:


	Sep. 27, 2025		Jun. 28, 2025
	(In millions)
Financed payment obligations	$	111	$	93

Accounts Receivable, Less Allowances

We utilize arrangements to sell portions of our trade accounts receivable to third-party financial institutions on a non-recourse basis in exchange for cash. The arrangements meet the requirements for the receivables transferred to be accounted for as sales and are accounted for as a reduction in trade receivables. Proceeds from the sales are reported net of negotiated discount and are recorded as a reduction to accounts receivable outstanding in the company’s consolidated balance sheets and as cash flows from operating activities in the company’s consolidated statements of cash flows. Accounts receivable sold under these arrangements were $1.4 billion and $1.9 billion for the first 13 weeks of fiscal 2026 and 2025, respectively.

In certain instances, Sysco has continuing involvement subsequent to the transfer, limited to providing certain servicing and collection actions on behalf of the purchasers of the designated trade receivables. The outstanding aggregate principal amount of receivables that has been derecognized and remain outstanding was $206 million and $189 million at September 27, 2025 and June 28, 2025, respectively. We continue to service the receivables post-transfer on a non-recourse basis with no participating interest.

Supplemental Cash Flow Information

The following table sets forth our reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statement of cash flows:


	Sep. 27, 2025		Sep. 28, 2024
	(In millions)
Cash and cash equivalents	$	844	$	733
Restricted cash (1)	283		101
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	1,127	$	834


(1)			Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs, as well as cash reserved for a future acquisition. Restricted cash is located within other assets in each consolidated balance sheet.

The following table sets forth our non-cash investing and financing activities:


	Sep. 27, 2025		Sep. 28, 2024
	(In millions)
Non-cash investing and financing activities:
Plant and equipment acquired through financing programs	$	26	$	105
Assets obtained in exchange for finance lease obligations	11		23

2. NEW ACCOUNTING STANDARDS

Recent Accounting Guidance Adopted

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. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, (our fiscal 2025), and interim periods for our fiscal years beginning after December 15, 2024, (our first quarter of fiscal 2026), and should be applied on a retrospective basis to all periods presented. Sysco adopted ASU 2023-07 related to annual disclosure requirements effective with our fiscal 2025 Form 10-K. The newly required annual disclosures were included in Note 21 - Business Segment Information of the fiscal 2025 Form 10-K. We adopted ASU 2023-07 related to interim disclosure requirements effective with our first quarter fiscal 2026 10-Q filing. See Note 13 included in this Form 10-Q for the additional segment disclosures required as a result of the adoption. Adoption of ASU 2023-07 only impacted our financial statement disclosures, with no impacts to our financial position or results of operations.

Recent Accounting Guidance Not Yet Adopted

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, (our fiscal 2026), on a prospective basis. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2023-09 on our disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard update requires more detailed disclosures related to the types of expenses included within commonly presented income statement captions. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, (our fiscal 2028), and interim reporting periods for our fiscal years beginning after December 15, 2027, (our first quarter of fiscal 2029). Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. We are currently evaluating the effect of adopting ASU 2024-03 on our disclosures.

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. We are currently evaluating the effect of adopting ASU 2025-06 on our consolidated financial statements and disclosures.

3. REVENUE

We recognize revenues when our performance obligations are satisfied in an amount that reflects the consideration Sysco expects to be entitled to receive in exchange for those goods and services. Customer receivables, which are included in accounts receivable, less allowances in the consolidated balance sheet, were $5.5 billion and $5.1 billion as of September 27, 2025 and June 28, 2025, respectively.

The following tables present our sales disaggregated by reportable segment and sales mix for the company’s principal product categories for the periods presented:


	13-Week Period Ended Sep. 27, 2025
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In millions)
Principal Product Categories
Fresh and frozen meats	$	2,935	$	624	$	607	$	—	$	4,166
Canned and dry products	2,732		754		260		—		3,746
Frozen fruits, vegetables, bakery and other	2,070		741		326		—		3,137
Dairy products	1,584		462		143		—		2,189
Poultry	1,500		307		287		—		2,094
Fresh produce	1,314		288		75		—		1,677
Paper and disposables	1,065		141		203		12		1,421
Beverage products	418		211		157		21		807
Seafood	588		132		43		—		763
Equipment and smallwares	275		52		6		124		457
Other (1)	299		254		22		116		691
Total Sales	$	14,780	$	3,966	$	2,129	$	273	$	21,148


(1)			Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.


	13-Week Period Ended Sep. 28, 2024
	US Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In millions)
Principal Product Categories
Canned and dry products	$	2,678	$	837	$	247	$	—	$	3,762
Fresh and frozen meats	2,607		542		535		—		3,684
Frozen fruits, vegetables, bakery and other	2,037		702		331		—		3,070
Dairy products	1,613		432		124		—		2,169
Poultry	1,512		288		296		—		2,096

Fresh produce	1,345		291		72		—		1,708
Paper and disposables	1,047		139		200		14		1,400


Beverage products	384		187		156		21		748
Seafood	547		113		35		—		695

Equipment and smallwares	310		52		29		122		513

Other (1)	282		211		21		125		639
Total Sales	$	14,362	$	3,794	$	2,046	$	282	$	20,484


(1)			Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.

4. FAIR VALUE MEASUREMENTS

Sysco’s policy is to invest only in high-quality investments. The fair values of our cash deposits and money market funds included in cash equivalents are valued using inputs that are considered a Level 1 measurement. Other cash equivalents, such as time deposits and highly liquid instruments with original maturities of three months or less, are valued using inputs that are considered a Level 2 measurement. The fair value of our marketable securities is measured using inputs that are considered a Level 2 measurement, as they rely on quoted prices in markets that are not actively traded or observable inputs over the full term of the asset. The location and the fair value of the company’s marketable securities in the consolidated balance sheet are disclosed in Note 5, “Marketable Securities.” The fair value of our derivative instruments is measured using inputs that are considered a Level 2 measurement, as they are not actively traded and are valued using pricing models that use observable market quotations. The location and the fair values of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 6, “Derivative Financial Instruments.”

The following tables present our assets measured at fair value on a recurring basis as of September 27, 2025 and June 28, 2025:


	Assets Measured at Fair Value as of Sep. 27, 2025
	Level 1		Level 2		Level 3		Total
	(In millions)
Assets:

Cash and cash equivalents	$	340	$	—	$	—	$	340

Restricted cash	283		—		—		283







Total assets at fair value	$	623	$	—	$	—	$	623


	Assets Measured at Fair Value as of Jun. 28, 2025
	Level 1		Level 2		Level 3		Total
	(In millions)
Assets:

Cash and cash equivalents	$	466	$	—	$	—	$	466



Restricted cash	277		—		—		277

Total assets at fair value	$	743	$	—	$	—	$	743

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities. The fair value of our total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt and is considered a Level 2 measurement. The fair value of total debt was approximately $13.1 billion as of September 27, 2025 and $12.8 billion as of June 28, 2025, while the carrying value was $13.4 billion as of September 27, 2025 and $13.3 billion as of June 28, 2025.

5. MARKETABLE SECURITIES

Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. We include fixed income securities maturing in less than 12 months within prepaid expenses and other current assets. Fixed income securities maturing in more than 12 months are included within other assets in the accompanying consolidated balance sheets. We record the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.

Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in accumulated other comprehensive loss. There were no significant credit losses recognized in the first 13 weeks of fiscal 2026.

The following table presents our available-for-sale marketable securities as of September 27, 2025 and June 28, 2025:


	Sep. 27, 2025
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Short-Term Marketable Securities		Long-Term Marketable Securities
	(In millions)
Fixed income securities:
Corporate bonds	$	97	$	1	$	(1)	$	97	$	15	$	82
Government bonds	29		—		(1)		28		2		26
Total marketable securities	$	126	$	1	$	(2)	$	125	$	17	$	108

	Jun. 28, 2025
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Short-Term Marketable Securities		Long-Term Marketable Securities
	(In millions)
Fixed income securities:
Corporate bonds	$	104	$	1	$	(1)	$	104	$	15	$	89
Government bonds	29		—		(1)		28		—		28
Total marketable securities	$	133	$	1	$	(2)	$	132	$	15	$	117

As of September 27, 2025, the balance of available-for-sale securities by contractual maturity is shown in the following table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.


	Sep. 27, 2025
	(In millions)
Due in one year or less	$	17
Due after one year through five years	71
Due after five years	37

Total	$	125

There were no significant realized gains or losses in marketable securities in the first 13 weeks of fiscal 2026.

6. DERIVATIVE FINANCIAL INSTRUMENTS

Sysco uses derivative financial instruments to enact hedging strategies for risk mitigation purposes; however, we do not use derivative financial instruments for trading or speculative purposes. Hedging strategies are used to manage interest rate risk, foreign currency risk and fuel price risk.

Hedging of interest rate risk

Sysco manages its debt portfolio with interest rate swaps from time to time to achieve an overall desired position of fixed and floating rates. The interest rate swaps are designated as fair value hedges and gains or losses on the hedges impact interest expense within the consolidated statements of income.

Hedging of foreign currency risk

Sysco has cross-currency swaps that hedge the foreign currency exposure of our net investment in certain foreign

operations. These cross-currency swaps are designated as net investment hedges with gains and losses recognized within accumulated other comprehensive income (loss).

Sysco routinely manages foreign currency risk with spot and forward-rate cross-currency swaps on foreign-denominated balances. The swaps are designated as fair value hedges and for swaps hedging the change in foreign currency spot rates, we have elected to exclude the changes in fair value of the forward points from the assessments of hedge effectiveness. Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the item being hedged, including the earnings impact of the excluded components. Unrealized gains or losses on components excluded from hedge effectiveness are recorded within accumulated other comprehensive income (loss) and recognized into earnings over the life of the hedged instrument.

Sysco’s operations in Europe have inventory purchases denominated in currencies other than their functional currency, such as the Euro, U.S. dollar, Polish zloty and Danish krone. Accounts payable associated with these inventory purchases give rise to foreign currency exposure between the functional currency of each entity and these currencies. We periodically enter into foreign currency forward swap contracts to sell the applicable entity’s functional currency and buy currencies matching the inventory purchase, which operate as cash flow hedges of the company’s foreign currency-denominated inventory purchases.

Hedging of fuel price risk

Sysco uses fuel commodity swap contracts to hedge against the risk of the change in the price of diesel fuel on anticipated future purchases. These swaps are designated as cash flow hedges.

None of our hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging instruments as of September 27, 2025 are presented below:

Maturity Date of the Hedging Instrument

Currency / Unit of Measure

Notional Value

(In millions)

Hedging of interest rate risk

January 2034

U.S. Dollar

500

March 2035

U.S. Dollar

550

Hedging of foreign currency risk

January 2029

Euro

470

September 2030

Canadian Dollar

998

Hedging of fuel risk

Various (September 2025 to April 2027)

Gallons

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheets as of September 27, 2025 and June 28, 2025 are as follows:


		Derivative Fair Value
	Balance Sheet location	Sep. 27, 2025		Jun. 28, 2025
		(In millions)
Fair Value Hedges:
Interest rate swaps	Prepaid expenses and other current assets	$	3	$	—

Interest rate swaps	Other assets	31		31
Interest rate swaps	Accrued expenses	—		1







Cash Flow Hedges:
Fuel swaps	Prepaid expenses and other current assets	$	5	$	—



Fuel swaps	Other assets	2		—
Fuel swaps	Accrued expenses	1		7

Fuel swaps	Other long-term liabilities	—		2

Net Investment Hedges:
Cross currency swaps	Prepaid expenses and other current assets	$	15	$	11
Cross currency swaps	Other assets	63		55
Cross currency swaps	Accrued expenses	3		2
Cross currency swaps	Other long-term liabilities	128		134

Gains or losses recognized in the consolidated results of operations for cash flow hedging relationships are not significant for each of the periods presented. The location and amount of gains or losses recognized in the consolidated results of operations for fair value hedging relationships for each of the periods, presented on a pretax basis, are as follows:


	13-Week Period Ended
	Sep. 27, 2025		Sep. 28, 2024
	(In millions)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value hedges are recorded	$	200	$	166
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items	$	(19)	$	(33)
Derivatives designated as hedging instruments	3		25
Cross currency swaps and foreign currency forwards:
Hedged items	$	—	$	(4)
Derivatives designated as hedging instruments	—		4

The gains and losses on the fair value hedging relationships associated with the hedged items as disclosed in the table above consist of the following components for each of the periods presented:


	13-Week Period Ended
	Sep. 27, 2025		Sep. 28, 2024
	(In millions)
Interest expense	$	(15)	$	(8)
(Increase) decrease in fair value of debt	(4)		(25)
Foreign currency gain (loss)	—		(4)
Hedged items	$	(19)	$	(37)

The location and effect of cash flow, net investment, and excluded components of fair value hedges on the consolidated statements of comprehensive income for the 13-week periods ended September 27, 2025 and September 28, 2024, presented on a pretax basis, are as follows:


	13-Week Period Ended Sep. 27, 2025
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives		Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In millions)			(In millions)
Derivatives in cash flow hedging relationships:
Fuel swaps	$	13	Operating expense	$	1




Derivatives in net investment hedging relationships:
Cross currency contracts	$	18	N/A	$	—







	13-Week Period Ended Sep. 28, 2024
	Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives		Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	(In millions)			(In millions)
Derivatives in cash flow hedging relationships:
Fuel swaps	$	(19)	Operating expense	$	—
Foreign currency contracts	(1)		Cost of sales / Other income	—

Total	$	(20)		$	—

Derivatives in net investment hedging relationships:
Cross currency contracts	$	(18)	N/A	$	—

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of September 27, 2025 are as follows:


	Sep. 27, 2025
	Carrying Amount of Hedged Assets (Liabilities)		Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
	(In millions)
Balance sheet location:

Long-term debt	$	(1,073)	$	(35)

The carrying amount of hedged liabilities in the consolidated balance sheet as of June 28, 2025 is $1.1 billion.

7. DEBT

On September 5, 2025, Sysco entered into a new long-term revolving credit facility, which replaces the $3.0 billion senior revolving credit facility that was originally entered into on April 29, 2022. The aggregate commitments of the lenders under the new long-term credit agreement are $3.0 billion, with an option to increase such commitments to $4.0 billion. The new facility includes a covenant requiring Sysco to maintain a ratio of consolidated EBITDA to consolidated interest expense of 3.0 to 1.0 over four consecutive fiscal quarters, which is consistent with our previous revolving credit facility. The new revolving credit facility expires on September 5, 2030. As of September 27, 2025, there were no borrowings outstanding under this facility.

We have a U.S. commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $3.0 billion. Any outstanding amounts are classified within long-term debt, as the program is supported by the long-term revolving credit facility noted above. As of September 27, 2025, there were no commercial paper issuances outstanding under this program. We also have a commercial paper program in Europe with borrowings not to exceed €500 million. As of September 27, 2025, there were €290 million (the equivalent of $339 million) in commercial paper issuances outstanding under this program.

The total carrying value of our debt was $13.4 billion as of September 27, 2025 and $13.3 billion as of June 28, 2025. The increase in the carrying value of our debt during the 13-week period ended September 27, 2025 was due to new commercial paper issuances and new leases in support of plant and equipment. In October 2025, Sysco repaid $750 million of matured senior notes that were classified within current maturities of long-term debt as of September 27, 2025.

Information regarding the guarantors of our registered debt securities is contained in the section captioned Guarantor Summarized Financial Information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this Form 10-Q.

8. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:


	13-Week Period Ended
	Sep. 27, 2025		Sep. 28, 2024
	(In millions, except for share and per share data)
Numerator:
Net earnings	$	476	$	490
Denominator:
Weighted-average basic shares outstanding	478,761,180		492,023,827
Dilutive effect of share-based awards	1,604,486		1,762,146
Weighted-average diluted shares outstanding	480,365,666		493,785,973
Basic earnings per share	$	0.99	$	1.00
Diluted earnings per share	$	0.99	$	0.99

The number of securities that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 1,718,000 and 3,338,000 for the first 13 weeks of fiscal 2026 and 2025, respectively.

9. OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustment, amounts related to certain hedging arrangements, amounts related to pension and other postretirement plans and changes in marketable securities. Comprehensive income was $445 million and $663 million for the first quarter of fiscal 2026 and fiscal 2025, respectively.

A summary of the components of other comprehensive income (loss) and the related tax effects for each of the periods presented is as follows:


		13-Week Period Ended Sep. 27, 2025
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In millions)
Foreign currency translation:

Foreign currency translation adjustment	N/A	$	(65)	$	—	$	(65)

Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:

Change in cash flow hedges	Operating expenses	13		3		10
Change in net investment hedges	N/A	18		5		13

Total other comprehensive income before reclassification adjustments		31		8		23
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	1		—		1
Pension and other postretirement benefit plans:
Other comprehensive income before reclassification adjustments:
Net actuarial gain (loss) and other adjustments arising in the current year	Other expense, net	5		1		4

Total other comprehensive income before reclassification adjustments		5		1		4
Reclassification adjustments:

Amortization of actuarial loss, net	Other expense (income), net	7		2		5
Total reclassification adjustments		7		2		5
Marketable securities:
Change in marketable securities	Other expense (income), net	1		—		1
Total other comprehensive income (loss)		$	(20)	$	11	$	(31)


		13-Week Period Ended Sep. 28, 2024
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In millions)
Foreign currency translation:
Foreign currency translation adjustment	N/A	$	168	$	—	$	168
Hedging instruments:
Other comprehensive income before reclassification adjustments:

Change in cash flow hedges	Operating expenses	(20)		(6)		(14)
Change in net investment hedges	N/A	(18)		(5)		(13)

Total other comprehensive (loss) before reclassification adjustments		(38)		(11)		(27)
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense	2		1		1
Pension and other postretirement benefit plans:
Other comprehensive income before reclassification adjustments:
Net actuarial gain and other adjustments arising in the current year	Other expense, net	31		8		23

Total other comprehensive income before reclassification adjustments		31		8		23
Reclassification adjustments:

Amortization of actuarial loss, net	Other expense (income), net	7		2		5

Total reclassification adjustments		7		2		5
Marketable securities:
Change in marketable securities	Other expense (income), net	4		1		3
Total other comprehensive income (loss)		$	174	$	1	$	173

The following tables provide a summary of the changes in accumulated other comprehensive (loss) income for the periods presented:


	13-Week Period Ended Sep. 27, 2025
	Foreign Currency Translation		Hedging, net of tax		Pension and Other Postretirement Benefit Plans, net of tax		Marketable Securities, net of tax		Total
	(In millions)
Balance as of Jun. 28, 2025	$	(120)	$	(59)	$	(918)	$	(1)	$	(1,098)
Equity adjustment from foreign currency translation	(65)		—		—		—		(65)

Amortization of cash flow hedges	—		1		—		—		1
Change in net investment hedges	—		13		—		—		13
Change in cash flow hedges	—		10		—		—		10


Amortization of unrecognized net actuarial losses	—		—		5		—		5


Net actuarial gain and other adjustments arising in the current year	—		—		4		—		4


Change in marketable securities	—		—		—		1		1
Balance as of Sep. 27, 2025	$	(185)	$	(35)	$	(909)	$	—	$	(1,129)


	13-Week Period Ended Sep. 28, 2024
	Foreign Currency Translation		Hedging, net of tax		Pension and Other Postretirement Benefit Plans, net of tax		Marketable Securities, net of tax		Total
	(In millions)
Balance as of Jun. 29, 2024	$	(407)	$	(10)	$	(917)	$	(5)	$	(1,339)
Equity adjustment from foreign currency translation	168		—		—		—		168
Amortization of cash flow hedges	—		1		—		—		1
Change in net investment hedges	—		(13)		—		—		(13)
Change in cash flow hedges	—		(14)		—		—		(14)

Amortization of unrecognized net actuarial losses	—		—		5		—		5


Net actuarial gain and other adjustments arising in the current year	—		—		23		—		23
Change in marketable securities	—		—		—		3		3
Balance as of Sep. 28, 2024	$	(239)	$	(36)	$	(889)	$	(2)	$	(1,166)

10. SHARE-BASED COMPENSATION

Sysco provides compensation benefits to employees under several share-based payment arrangements, including various long-term employee stock incentive plans and the 2015 Employee Stock Purchase Plan (ESPP).

Stock Incentive Plans

In the first 13 weeks of fiscal 2026, options to purchase 721,368 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per option granted during the first 13 weeks of fiscal 2026 was $19.53.

In the first 13 weeks of fiscal 2026, employees were granted 451,638 performance share units (PSUs). Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents. The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For PSUs granted without dividend equivalents, the fair value is reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per PSU granted during the first 13 weeks of fiscal 2026 was $86.23. The PSUs will convert into shares of Sysco’s common stock at the end of the three-year performance period based on actual performance targets achieved, as well as the market-based return of Sysco’s common stock relative to that of each company within the S&P 500 index.

In the first 13 weeks of fiscal 2026, employees were granted 1,309,048 restricted stock units. The weighted average grant-date fair value per restricted stock unit granted during the first 13 weeks of fiscal 2026 was $77.50.

Employee Stock Purchase Plan

Plan participants purchased 287,991 shares of common stock under the ESPP during the first 13 weeks of fiscal 2026. The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $12.35 during the first 13 weeks of fiscal 2026. The fair value of each stock purchase right is estimated as the difference between the stock price at the date of issuance and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $31 million and $30 million for the first 13 weeks of fiscal 2026 and fiscal 2025, respectively.

As of September 27, 2025, there was a total of $219 million of unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 2.18 years.

11. INCOME TAXES

Effective Tax Rate

For the first quarter of fiscal 2026, the company’s effective tax rate of 20.6% was lower than the company’s 21.0% statutory tax rate primarily as a result of a foreign income tax benefit, equity-based compensation excess tax benefits, and foreign exchange losses, partially offset by state income taxes.

For the first quarter of fiscal 2025, the company’s effective tax rate of 23.7% was higher than the company’s 21.0% statutory tax rate primarily as a result of state income taxes, partially offset by a foreign income tax benefit and equity-based compensation excess tax benefits.

Uncertain Tax Positions

As of September 27, 2025, the gross amount of unrecognized tax benefit and related accrued interest was $68 million and $18 million, respectively. It is reasonably possible the amount of the unrecognized tax benefit with respect to certain unrecognized tax positions of the company will increase or decrease in the next 12 months. At this time, an estimate of the range of the reasonably possible change cannot be made.

During the third quarter of fiscal 2023, Sysco received a Statutory Notice of Deficiency from the Internal Revenue Service, mainly related to foreign tax credits generated in fiscal 2018 from repatriated earnings primarily from our Canadian operations. In the fourth quarter of fiscal 2023, the company filed suit in the U.S. Tax Court challenging the validity of certain tax regulations related to the one-time transition tax on unrepatriated foreign earnings, which were enacted as part of the Tax Cuts and Jobs Act of 2017 (TCJA). The lawsuit seeks to have the court invalidate these regulations, which would affirm the company’s position regarding its foreign tax credits. Sysco has previously recorded a benefit of $131 million attributable to its interpretation of the TCJA and the Internal Revenue Code. If we are ultimately unsuccessful in defending our position, we may be required to reverse all, or some portion, of the benefit previously recorded.

Other

The Inflation Reduction Act includes provisions that allow for the transfer of certain federal clean energy tax credits (Transferable Tax Credits). In September 2025, we entered into a contract to purchase approximately $200 million of Transferable Tax Credits which will be applied against our fiscal 2026 federal income taxes.

The determination of our provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision for income taxes reflects income earned and taxed in the various U.S. federal and state, as well as foreign jurisdictions. Tax law changes, increases or decreases in permanent book versus tax basis differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and our change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

12. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Sysco is engaged in various legal proceedings that have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable. When probable and reasonably estimable, the losses have been accrued. Although the final results of legal proceedings cannot be predicted with certainty, based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the company.

13. BUSINESS SEGMENT INFORMATION

Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are located in North America and Europe. Under the accounting provisions related to disclosures about segments of an enterprise, we have aggregated certain operating segments into three reportable segments. “Other” financial information is attributable to our other operating segments that do not meet the quantitative disclosure thresholds.

•U.S. Foodservice Operations – primarily includes (a) our U.S. Broadline operations, which distribute a full line of food products, including custom-cut meat, seafood, produce, specialty Italian, specialty imports and a wide variety of non-food products and (b) our U.S. Specialty operations, which include our FreshPoint fresh produce distribution business, our Buckhead | Newport Meat & Seafood specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Inc., our Edward Don restaurant equipment and supplies distribution business, our Asian specialty distribution company and a number of other small specialty businesses that are not material to the operations of Sysco;

•International Foodservice Operations – includes operations outside of the United States (U.S.), which distribute a full line of food products and a wide variety of non-food products. The Americas primarily consists of operations in Canada, Bahamas, Costa Rica and Panama, as well as our export operations that distribute to international customers. Our European operations primarily consist of operations in the United Kingdom (U.K.), France, Ireland and Sweden;

•SYGMA – our U.S. customized distribution operations serving quick-service chain restaurant customer locations; and

•Other – primarily our hotel supply operations, Guest Worldwide.

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Our Global Support Center expenses generally include all expenses of the corporate office and Sysco’s shared service operations. Collectively, our Global Support Center provides numerous centralized services to our operating sites and performs support activities for employees, suppliers and customers. These services include customer and vendor contract administration, finance, legal, information technology, risk management and insurance, sales and marketing, merchandising, inbound logistics, human resources, and strategy. Expenses for the Global Support Center primarily consist of payroll costs for employees assigned to these operations, including severance, if any, all U.S. share-based compensation costs, and certain information technology, self-insurance, and depreciation expenses.

Our chief operating decision maker (CODM) is our chief executive officer, who is responsible for setting the company's strategic direction, managing overall operations, and is the main point of communication between the board of directors and key operational personnel within the organization. The CODM regularly reviews financial results, operating performance, and capital expenditures of our reportable segments. Our CODM uses operating income as a primary measure of segment performance and as a comparison between each of our segments. Operating income is defined as income before interest expense, other expense (income), net, and income taxes. The significant expense categories and amounts presented below align with the segment-level information that is regularly provided to the CODM. The following tables set forth certain financial information for Sysco’s business segments.


	13-Week Period Ended September 27, 2025
	U.S. Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In millions)
Sales	$	14,780	$	3,966	$	2,129	$	273	$	21,148
Less:
Cost of sales	11,957		3,140		1,959		205		17,261
Operations expense	1,201		446		129		34		1,810
Selling, general & administrative expense	742		266		16		30		1,054
Total segment operating income	880		114		25		4		1,023
Global Support Center									(223)
Total operating income									800
Interest expense									172
Other expense (income), net									28
Earnings before income taxes									$	600


	13-Week Period Ended September 28, 2024
	U.S. Foodservice Operations		International Foodservice Operations		SYGMA		Other		Total
	(In millions)
Sales	$	14,362	$	3,794	$	2,046	$	282	$	20,484
Less:
Cost of sales	11,615		3,020		1,883		210		16,728
Operations expense	1,202		427		128		34		1,791
Selling, general & administrative expense	637		246		17		29		929
Total segment operating income	908		101		18		9		1,036
Global Support Center									(228)
Total operating income									808
Interest expense									160
Other expense (income), net									6
Earnings before income taxes									$	642


	13-Week Period Ended		13-Week Period Ended
	Sep. 27, 2025		Sep. 28, 2024
Depreciation and amortization:	(In millions)
U.S. Foodservice Operations	$	139	$	130
International Foodservice Operations	62		66
SYGMA	8		8
Other	2		2
Total segments	211		206
Global Support Center	22		29
Total	$	233	$	235


	13-Week Period Ended		13-Week Period Ended
	Sep. 27, 2025		Sep. 28, 2024
Capital Expenditures:	(In millions)
U.S. Foodservice Operations	$	28	$	29
International Foodservice Operations	61		42
SYGMA	1		4
Other	6		6
Total segments	96		81
Global Support Center	64		41
Total	$	160	$	122


	Sep. 27, 2025		Jun. 28, 2025
Assets:	(In millions)
U.S. Foodservice Operations	$	13,685	$	13,169
International Foodservice Operations	8,268		8,119
SYGMA	923		922
Other	517		516
Total segments	23,393		22,726
Global Support Center	3,651		4,048
Total	$	27,044	$	26,774

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 first quarter of fiscal 2026 results included sales growth of 3.2% as compared to the first quarter of fiscal 2025, driven by increased sales in our U.S. Foodservice Operations, International Foodservice Operations, and SYGMA segments. Our gross profit increased 3.9% compared to the first quarter of fiscal 2025, due to product cost savings driven by strategic sourcing initiatives. Operating income decreased 1.0% compared to the first quarter of fiscal 2025, due to increased restructuring and transformational project costs and acquisition-related costs. We consider these “Certain Item” expenses (as defined below). Excluding Certain Item expenses, adjusted operating income increased 2.9% as compared to the first quarter of fiscal 2025. Our net earnings for the first quarter of fiscal 2026 decreased 2.9% as compared to the first quarter of fiscal 2025. Excluding Certain Item expenses, adjusted net earnings increased by 2.0% as compared to the first 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 first quarter of fiscal 2026 to the first quarter of fiscal 2025 are presented below:

•Sales:

◦increased 3.2%, or $664 million, to $21.1 billion;

•Operating income:

◦decreased 1.0%, or $8 million, to $800 million;

◦adjusted operating income increased 2.9%, or $25 million, to $898 million;

•Net earnings:

◦decreased 2.9%, or $14 million, to $476 million;

◦adjusted net earnings increased 2.0%, or $11 million, to $551 million;

•Basic earnings per share:

◦decreased 1.0%, or $0.01, to $0.99 per share;

•Diluted earnings per share:

◦unchanged, at $0.99 per share;

◦adjusted diluted earnings per share increased 5.5%, or $0.06, to $1.15 per share;

•EBITDA:

◦decreased 3.1%, or $32 million, to $1.0 billion; and

◦adjusted EBITDA increased 0.1%, or $1 million, to $1.1 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.

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 restaurant trends experienced a sequential improvement of 60 basis points for the first quarter of fiscal 2026 as compared to foot traffic to restaurant trends experienced in the fourth quarter of fiscal 2025. Our U.S. Foodservice Operations local case growth trends experienced a sequential improvement of 120 basis points during the same time period, outpacing the industry’s foot traffic improvement trends. The macroeconomic environment was similar in the first quarter of fiscal 2026 as compared to the two prior fiscal quarters, which has continued to adversely impact consumer sentiment. Despite the current macroeconomic landscape, we expect to grow both sales and net earnings per share 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 3.2% in the first quarter of fiscal 2026 as compared to the first quarter 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 0.1% increase in U.S. Foodservice Operations case volume in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025. Our volume growth trends were attributable to national case volume increasing 0.7% and local volume decreasing 0.2% in the first quarter of fiscal 2026 as compared to the first quarter 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 experienced inflation at a rate of 3.4% in the first quarter of fiscal 2026, at the total enterprise level, primarily driven by inflation in the meat and seafood categories. We continue to manage inflation by successfully passing on cost increases to our customers in a timely manner. Gross margin increased 13 basis points in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, primarily due to benefits from our strategic sourcing initiatives.

Operating Expense Trends

Total operating expenses were $3.1 billion in the first quarter of fiscal 2026, a 5.3% increase compared to the first quarter of fiscal 2025. Total adjusted operating expenses were $3.0 billion in the first quarter of fiscal 2026, a 4.3% increase as compared to the first quarter of fiscal 2025. Operating expenses increased primarily due to sales headcount investments, higher incentive compensation, and costs associated with expanded building capacity, including depreciation expense related to new facilities. Adjusted operating expenses were 14.2% of sales during the first quarter of fiscal 2026, which represents a 14-basis point increase as compared to the first quarter of fiscal 2025, as a result of planned investments in higher growth areas of the business with sales headcount, fleet, and building expansions.

Mergers and Acquisitions

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. This company’s results will be included within International Foodservice Operations and are not expected to be material to our results of operations.

Strategy

Our purpose is “Connecting the World to Share Food and Care for One Another.” Purpose-driven companies are believed to perform better. We believe our purpose will assist us to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our Recipe for Growth transformation. This growth transformation is supported by strategic pillars that we believe will allow us to better serve our customers, including our digital, products and solutions, supply chain, customer teams, and future horizons strategies.

Our business transformation initiatives are progressing, which include promoting our specialty programs for produce, protein and Italian products, and our customer growth initiatives. From these actions, as a part of our Recipe for Growth, the benefits of our developing capabilities are apparent in the new customers we are winning and in the progress we are making toward increasing market share. We expect that, as our Recipe for Growth matures, the impact on our top-line growth will deliver profitable and consistent growth.

Results of Operations

The following table sets forth the components of our consolidated results of operations expressed as a percentage of sales for the periods indicated:


	13-Week Period Ended
	Sep. 27, 2025		Sep. 28, 2024
Sales	100.0	%	100.0	%
Cost of sales	81.6		81.7
Gross profit	18.4		18.3
Operating expenses	14.6		14.4
Operating income	3.8		3.9
Interest expense	0.8		0.8
Other expense (income), net	0.2		—
Earnings before income taxes	2.8		3.1
Income taxes	0.5		0.7
Net earnings	2.3	%	2.4	%

The following table sets forth the change in the components of our consolidated results of operations expressed as a percentage increase or decrease over the comparable period in the prior year:


	13-Week Period Ended
	Sep. 27, 2025
Sales	3.2	%
Cost of sales	3.1
Gross profit	3.9
Operating expenses	5.3
Operating income	(1.0)
Interest expense	7.5
Other expense (income), net (1)	366.7
Earnings before income taxes	(6.5)
Income taxes	(18.4)
Net earnings	(2.9)	%
Basic earnings per share	(1.0)	%
Diluted earnings per share	—
Average shares outstanding	(2.7)
Diluted shares outstanding	(2.7)


(1)			Other expense (income), net was expense of $28 million and $6 million in the first quarter of fiscal 2026 and fiscal 2025, respectively.

The following tables represent our results by reportable segments:


	13-Week Period Ended Sep. 27, 2025
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Global Support Center			Consolidated Totals
	(In millions)
Sales	$	14,780		$	3,966		$	2,129		$	273		$	—		$	21,148
Sales increase (decrease)	2.9		%	4.5		%	4.1		%	(3.2)		%				3.2		%
Percentage of total	69.9		%	18.8		%	10.1		%	1.2		%				100.0		%

Operating income (loss)	$	880		$	114		$	25		$	4		$	(223)		$	800
Operating income (loss) increase (decrease)	(3.1)		%	12.9		%	38.9		%	(55.6)		%	(2.2)		%	(1.0)		%
Percentage of total segments	86.0		%	11.1		%	2.4		%	0.5		%				100.0		%
Operating income as a percentage of sales	6.0		%	2.9		%	1.2		%	1.5		%				3.8		%


	13-Week Period Ended Sep. 28, 2024
	U.S. Foodservice Operations			International Foodservice Operations			SYGMA			Other			Global Support Center		Consolidated Totals
	(In millions)
Sales	$	14,362		$	3,794		$	2,046		$	282		$	—	$	20,484

Percentage of total	70.1		%	18.5		%	10.0		%	1.4		%			100.0		%

Operating income (loss)	$	908		$	101		$	18		$	9		$	(228)	$	808

Percentage of total segments	87.7		%	9.7		%	1.7		%	0.9		%			100.0		%
Operating income as a percentage of sales	6.3		%	2.7		%	0.9		%	3.2		%			3.9		%

Based on information in Note 13, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q, U.S. Foodservice Operations and International Foodservice Operations, collectively, represented approximately 88.7% of Sysco’s overall sales in the first 13 weeks of fiscal 2026. U.S. Foodservice Operations and International Foodservice Operations, collectively, represented approximately 97.1% of total segment operating income, in the first 13 weeks of fiscal 2026. This illustrates that these segments represent a substantial majority of our total segment results when compared to other reportable segments.

Results of U.S. Foodservice Operations

The following table sets forth a summary of the components of operating income expressed as a percentage increase or decrease over the comparable period in the prior year:


	13-Week Period Ended Sep. 27, 2025		13-Week Period Ended Sep. 28, 2024		Change in Dollars		% Change
	(Dollars in millions)
Sales	$	14,780	$	14,362	$	418	2.9	%
Gross profit	2,823		2,747		76		2.8
Operating expenses	1,943		1,839		104		5.7
Operating income	$	880	$	908	$	(28)	(3.1)	%

Gross profit	$	2,823	$	2,747	$	76	2.8	%
Adjusted operating expenses (Non-GAAP)	1,907		1,822		85		4.7
Adjusted operating income (Non-GAAP)	$	916	$	925	$	(9)	(1.0)	%

Sales

The following table sets forth the percentage and dollar value increase or decrease in the major factors impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change:


	Increase (Decrease)
	13-Week Period
	(Dollars in millions)
Cause of change	Percentage		Dollars
Case volume (1)	0.1	%	$	18
Inflation	2.6		373

Other	0.2		27
Total change in sales	2.9	%	$	418




(1)			Case volumes increased 0.1% compared to the first quarter of fiscal 2025. This volume increase resulted in a 0.1% increase in the dollar value of sales compared to the first quarter of fiscal 2025.

The sales growth in our U.S. Foodservice Operations was primarily driven by higher inflation. Case volumes from our U.S. Foodservice Operations increased 0.1% in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025. This includes a 0.7% increase in national case volume, partially offset by a 0.2% decrease in local customer case volume in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025.

Operating Income

The decrease in operating income for the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025 was driven by an increase in operating expenses, partially offset by gross profit dollar growth and case volume growth.

Gross profit dollars increased in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025, primarily as a result of improvements in our strategic sourcing initiatives and the effective management of product cost fluctuations. The estimated change in product costs, an internal measure of inflation or deflation, increased in the first quarter of fiscal 2026.

Gross margin, which is gross profit as a percentage of sales, was 19.10% in the first quarter of fiscal 2026, for our U.S. Foodservice Operations, which was a decrease of 3 basis points compared to gross margin of 19.13% in the first quarter of fiscal 2025. This decrease is primarily driven by customer mix, as national case sales volumes outpaced local case sales volumes.

The increase in operating expenses for the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, was primarily driven by increases in colleague-related costs, bad debt expense, and other miscellaneous costs.

Results of International Foodservice Operations

The following table sets forth a summary of the components of operating income and adjusted operating income expressed as a percentage increase or decrease over the comparable period in the prior year:


	13-Week Period Ended Sep. 27, 2025		13-Week Period Ended Sep. 28, 2024		Change in Dollars		% Change
	(Dollars in millions)
Sales	$	3,966	$	3,794	$	172	4.5	%
Gross profit	826		774		52		6.7
Operating expenses	712		673		39		5.8
Operating income	$	114	$	101	$	13	12.9	%

Gross profit	$	826	$	774	$	52	6.7	%
Adjusted operating expenses (Non-GAAP)	679		644		35		5.4
Adjusted operating income (Non-GAAP)	$	147	$	130	$	17	13.1	%

Sales on a constant currency basis (Non-GAAP)	$	3,875	$	3,794	$	81	2.1	%
Gross profit on a constant currency basis (Non-GAAP)	802		774		28		3.6
Adjusted operating expenses on a constant currency basis (Non-GAAP)	656		644		12		1.9
Adjusted operating income on a constant currency basis (Non-GAAP)	$	146	$	130	$	16	12.3	%

Sales

The following table sets forth the percentage and dollar value increase or decrease in the major components impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change.


	Increase (Decrease)
	13-Week Period
	(Dollars in millions)
Cause of change	Percentage		Dollars
Inflation	4.5	%	$	173



Foreign currency	2.4		91
Case volume	0.6		15
Impact of divestiture	(3.4)		(117)
Other	0.4		10
Total change in sales	4.5	%	$	172

Sales for the first quarter of fiscal 2026 increased 4.5% as compared to the first quarter of fiscal 2025, primarily due to higher inflation, the impact of foreign currency translation, and local case growth. Excluding the impact of the Mexico joint venture, which was divested in the second quarter of fiscal 2025, sales increased 7.9% in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025.

Operating Income

The increase in operating income for the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, was primarily due to growth in local case volumes and success in our strategic sourcing program, partially offset by increases in operating expenses.

The increase in gross profit dollars in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, was primarily attributable to increases in local case volumes and benefits from our strategic sourcing efforts. Local case volumes increased approximately 5% in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025.

The increase in operating expenses in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025 was primarily due to increases in colleague-related costs and the impact of foreign currency translation.

Results of SYGMA and Other Segment

SYGMA segment sales were 4.1% higher in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, primarily driven by the growth of new customers. We expect SYGMA’s sales growth rates to moderate in fiscal 2026 as we reach the one-year anniversary mark of fiscal 2025’s substantial customer additions. Operating income increased $7 million in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025, primarily due to the growth of new customers and operating efficiencies.

For the operations that are grouped within Other, operating income decreased $5 million in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025. The operations of this group primarily consist of our hospitality business, Guest Worldwide.

Global Support Center Expenses

Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These expenses in the first quarter of fiscal 2026 increased $12 million, or 5.3%, as compared to the first quarter of fiscal 2025, primarily due to increases in colleague-related costs and higher incentive compensation, partially offset by decreases in insurance costs.

Included in Global Support Center expenses are Certain Items that totaled $29 million in the first quarter of fiscal 2026, as compared to $19 million in the first quarter of fiscal 2025. Certain Items impacting the first quarter of fiscal 2026 were primarily expenses associated with our business technology transformation initiatives and expenses associated with acquisitions. Certain Items impacting the first quarter of fiscal 2025 were primarily expenses associated with our business technology transformation initiatives and expenses associated with acquisitions.

Interest Expense

Interest expense increased $12 million for the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025. The increase was primarily due to interest on new senior notes that were issued in the third quarter of fiscal 2025.

Other Income and Expense

Other expense increased $22 million for the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, primarily due to foreign exchange losses incurred in the first quarter of fiscal 2026. We expect other expense to approximate $65 million for fiscal year 2026.

Net Earnings

Net earnings decreased 2.9% in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025, primarily due to the items noted above for operating income, and interest expense, as well as items impacting our income taxes that are discussed in Note 11, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Adjusted net earnings, excluding Certain Items, increased 2.0% in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025, primarily due to the effective management of product cost fluctuations.

Earnings Per Share

Basic earnings per share in the first quarter of fiscal 2026 were $0.99, a 1.0% decrease from the comparable prior year period amount of $1.00 per share. Diluted earnings per share in the first quarter of fiscal 2026 were $0.99, unchanged from the comparable prior year period amount of $0.99 per share. Adjusted diluted earnings per share, excluding Certain Items, in the first quarter of fiscal 2026 were $1.15, a 5.5% increase from the comparable prior year amount of $1.09 per share.

Non-GAAP Reconciliations


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.

The results of our operations can be impacted due to changes in exchange rates applicable in converting local currencies to U.S. dollars. We measure our results on a constant currency basis. Constant currency operating results are calculated by translating current-period local currency operating results with the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. We also measure our sales growth excluding the impact of our joint venture in Mexico which was divested in the second quarter of fiscal 2025.

Management believes that adjusting its operating expenses, operating income, operating margin, net earnings and diluted earnings per share to remove these Certain Items, presenting its results on a constant currency basis, and adjusting its sales results to exclude the impact of its joint venture in Mexico provides an important perspective with respect to our underlying business trends and results. It provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations and (2) facilitates comparisons on a year-over-year basis.

Sysco has a history of growth through acquisitions and excludes from its non-GAAP financial measures the impact of acquisition-related intangible amortization, acquisition costs and due diligence costs for those acquisitions. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal year 2026 and fiscal year 2025.

Set forth on the following page is a reconciliation of sales, operating expenses, operating income, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not be equal to the total presented when added due to rounding. Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.


	13-Week Period Ended Sep. 27, 2025		13-Week Period Ended Sep. 28, 2024		Change in Dollars		%/bps Change
Sales (GAAP)	$	21,148	$	20,484	$	664	3.2	%
Impact of Mexico joint venture sales	—		(117)		117		0.6
Comparable sales excluding Mexico joint venture (Non-GAAP)	$	21,148	$	20,367	$	781	3.8	%

Sales (GAAP)	$	21,148	$	20,484	$	664	3.2	%
Impact of currency fluctuations (1)	(91)				(91)		(0.4)
Comparable sales using a constant currency basis (Non-GAAP)	$	21,057	$	20,484	$	573	2.8	%




Cost of sales (GAAP)	$	17,247	$	16,731	$	516	3.1	%


	13-Week Period Ended Sep. 27, 2025			13-Week Period Ended Sep. 28, 2024			Change in Dollars		%/bps Change

Gross profit (GAAP)	$	3,901		$	3,753		$	148	3.9	%


Impact of currency fluctuations (1)	(24)						(24)		(0.6)
Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	3,877		$	3,753		$	124	3.3	%




Gross margin (GAAP)	18.45		%	18.32		%			13 bps




Impact of currency fluctuations (1)	(0.04)								-4 bps
Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP)	18.41		%	18.32		%			9 bps






Operating expenses (GAAP)	$	3,101		$	2,945		$	156	5.3	%
Impact of restructuring and transformational project costs (2)	(56)			(27)			(29)		NM
Impact of acquisition-related costs (3)	(42)			(38)			(4)		(10.5)



Operating expenses adjusted for Certain Items (Non-GAAP)	3,003			2,880			123		4.3
Impact of currency fluctuations (1)	(23)						(23)		(0.8)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	2,980		$	2,880		$	100	3.5	%




Operating expense as a percentage of sales (GAAP)	14.66		%	14.38		%			28 bps
Impact of certain item adjustments	(0.46)			(0.32)					-14 bps
Adjusted operating expense as a percentage of sales (Non-GAAP)	14.20		%	14.06		%			14 bps

Operating income (GAAP)	$	800		$	808		$	(8)	(1.0)	%

Impact of restructuring and transformational project costs (2)	56			27			29		NM
Impact of acquisition-related costs (3)	42			38			4		10.5



Operating income adjusted for Certain Items (Non-GAAP)	898			873			25		2.9
Impact of currency fluctuations (1)	(1)						(1)		(0.2)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	897		$	873		$	24	2.7	%




Operating margin (GAAP)	3.78		%	3.94		%			-16 bps
Operating margin adjusted for Certain Items (Non-GAAP)	4.25		%	4.26		%			-1 bps
Operating margin adjusted for Certain Items using a constant currency basis (Non-GAAP)	4.26		%	4.26		%			0 bps



















Net earnings (GAAP)	$	476		$	490		$	(14)	(2.9)	%

Impact of restructuring and transformational project costs (2)	56			27			29		NM
Impact of acquisition-related costs (3)	42			38			4		10.5






Tax impact of restructuring and transformational project costs (4)	(13)			(6)			(7)		NM
Tax impact of acquisition-related costs (4)	(10)			(9)			(1)		(11.1)







Net earnings adjusted for Certain Items (Non-GAAP)	$	551		$	540		$	11	2.0	%




Diluted earnings per share (GAAP)	$	0.99		$	0.99		$	—	—	%


	13-Week Period Ended Sep. 27, 2025		13-Week Period Ended Sep. 28, 2024		Change in Dollars		%/bps Change
Impact of restructuring and transformational project costs (2)	0.12		0.05		0.07		NM
Impact of acquisition-related costs (3)	0.09		0.08		0.01		12.5






Tax impact of restructuring and transformational project costs (4)	(0.03)		(0.01)		(0.02)		NM
Tax impact of acquisition-related costs (4)	(0.02)		(0.02)		—		—







Diluted earnings per share adjusted for Certain Items (Non-GAAP) (5)	$	1.15	$	1.09	$	0.06	5.5	%



(1)			Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on the current year results.


(2)			Fiscal 2026 includes $10 million related to restructuring and severance charges and $46 million related to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy. Fiscal 2025 includes $4 million related to restructuring and severance charges and $23 million related to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy.
(3)			Fiscal 2026 includes $31 million of intangible amortization expense and $11 million in acquisition and due diligence costs. Fiscal 2025 includes $32 million of intangible amortization expense and $6 million in acquisition and due diligence costs.



(4)			The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
(5)			Individual components of diluted earnings per share may not equal the total presented when added due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.


NM			Represents that the percentage change is not meaningful.


	13-Week Period Ended Sep. 27, 2025			13-Week Period Ended Sep. 28, 2024			Change in Dollars		%/bps Change
U.S. FOODSERVICE OPERATIONS


















Operating expenses (GAAP)	$	1,943		$	1,839		$	104	5.7	%
Impact of restructuring and transformational project costs (1)	(7)			(5)			(2)		(40.0)
Impact of acquisition-related costs (2)	(29)			(12)			(17)		NM



Operating expenses adjusted for Certain Items (Non-GAAP)	$	1,907		$	1,822		$	85	4.7	%





Operating income (GAAP)	$	880		$	908		$	(28)	(3.1)	%
Impact of restructuring and transformational project costs (1)	7			5			2		40.0
Impact of acquisition-related costs (2)	29			12			17		NM



Operating income adjusted for Certain Items (Non-GAAP)	$	916		$	925		$	(9)	(1.0)	%





INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)	$	3,966		$	3,794		$	172	4.5	%
Impact of Mexico joint venture sales	—			(117)			117		3.4
Comparable sales excluding Mexico joint venture (Non-GAAP)	$	3,966		$	3,677		$	289	7.9	%

Sales (GAAP)	$	3,966		$	3,794		$	172	4.5	%


Impact of currency fluctuations (3)	(91)						(91)		(2.4)
Comparable sales using a constant currency basis (Non-GAAP)	$	3,875		$	3,794		$	81	2.1	%

Gross profit (GAAP)	$	826		$	774		$	52	6.7	%
Impact of currency fluctuations (3)	(24)						(24)		(3.1)
Comparable gross profit using a constant currency basis (Non-GAAP)	$	802		$	774		$	28	3.6	%







Gross margin (GAAP)	20.83		%	20.40		%			43 bps
Impact of currency fluctuations (3)	(0.13)								-13 bps
Comparable gross margin using a constant currency basis (Non-GAAP)	20.70		%	20.40		%			30 bps

Operating expenses (GAAP)	$	712		$	673		$	39	5.8	%
Impact of restructuring and transformational project costs (4)	(23)			(12)			(11)		(91.7)
Impact of acquisition-related costs (5)	(10)			(17)			7		41.2



Operating expenses adjusted for Certain Items (Non-GAAP)	679			644			35		5.4


Impact of currency fluctuations (3)	(23)						(23)		(3.5)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	656		$	644		$	12	1.9	%

Operating income (GAAP)	$	114		$	101		$	13	12.9	%
Impact of restructuring and transformational project costs (4)	23			12			11		91.7
Impact of acquisition-related costs (5)	10			17			(7)		(41.2)



Operating income adjusted for Certain Items (Non-GAAP)	147			130			17		13.1


Impact of currency fluctuations (3)	(1)						(1)		(0.8)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)	$	146		$	130		$	16	12.3	%

SYGMA












Operating expenses (GAAP)	$	145		$	145		$	—	—	%








Operating income (GAAP)	25			18			7		38.9








OTHER


















Operating expenses (GAAP)	$	64		$	63		$	1	1.6	%










Operating income (GAAP)	4			9			(5)		(55.6)


	13-Week Period Ended Sep. 27, 2025		13-Week Period Ended Sep. 28, 2024		Change in Dollars		%/bps Change

GLOBAL SUPPORT CENTER




Gross profit (loss) (GAAP)	$	14	$	(3)	$	17	NM





Operating expenses (GAAP)	$	237	$	225	$	12	5.3	%
Impact of restructuring and transformational project costs (6)	(26)		(10)		(16)		NM
Impact of acquisition-related costs (7)	(3)		(9)		6		66.7


Operating expenses adjusted for Certain Items (Non-GAAP)	$	208	$	206	$	2	1.0	%





Operating loss (GAAP)	$	(223)	$	(228)	$	5	2.2	%

Impact of restructuring and transformational project costs (6)	26		10		16		NM
Impact of acquisition-related costs (7)	3		9		(6)		(66.7)


Operating loss adjusted for Certain Items (Non-GAAP)	$	(194)	$	(209)	$	15	7.2	%


(1)			Primarily represents severance and transformation initiative costs.
(2)			Fiscal 2026 and fiscal 2025 include intangible amortization expense and acquisition costs.


(3)			Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4)			Includes restructuring and transformation costs primarily in Europe.
(5)			Primarily represents intangible amortization expense and acquisition costs.



(6)			Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(7)			Represents due diligence costs.


NM			Represents that the percentage change is not meaningful.

EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA should not be used as a substitute for the most comparable GAAP measure in assessing Sysco’s overall financial performance for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2025 Form 10-K for discussions regarding this non-GAAP performance metric. Set forth below is a reconciliation of actual net earnings to EBITDA and to adjusted EBITDA results for the periods presented (dollars in millions):


	13-Week Period Ended Sep. 27, 2025		13-Week Period Ended Sep. 28, 2024		Change in Dollars		% Change
Net earnings (GAAP)	$	476	$	490	$	(14)	(2.9)	%
Interest (GAAP)	172		160		12		7.5
Income taxes (GAAP)	124		152		(28)		(18.4)
Depreciation and amortization (GAAP)	233		235		(2)		(0.9)
EBITDA (Non-GAAP)	$	1,005	$	1,037	$	(32)	(3.1)	%
Certain Item adjustments:

Impact of restructuring and transformational project costs (1)	$	54	$	26	$	28	NM
Impact of acquisition-related costs (2)	11		6		5		83.3




EBITDA adjusted for Certain Items (Non-GAAP) (3)	$	1,070	$	1,069	$	1	0.1	%
Other expense (income), net	28		6		22		NM
Depreciation and amortization, as adjusted (Non-GAAP) (4)	(200)		(202)		2		1.0
Operating income adjusted for Certain Items (Non-GAAP)	$	898	$	873	$	25	2.9	%



(1)			Fiscal 2026 and fiscal 2025 include charges related to restructuring and severance, as well as various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy, excluding charges related to accelerated depreciation.
(2)			Fiscal 2026 and fiscal 2025 include acquisition and due diligence costs.



(3)			In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $6 million and $7 million or non-cash stock compensation expense of $31 million and $30 million in fiscal 2026 and fiscal 2025, respectively.

(4)			Fiscal 2026 includes $233 million in GAAP depreciation and amortization expense, less $33 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions. Fiscal 2025 includes $235 million in GAAP depreciation and amortization expense, less $33 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions.
NM			Represents that the percentage change is not meaningful.

Liquidity and Capital Resources

Highlights

We produced negative free cash flow of $50 million in the first 13 weeks of fiscal 2026, as compared to positive free cash flow of $8 million in the first 13 weeks of fiscal 2025. The decrease in free cash flow is attributable to a decrease in proceeds from sales of plant and equipment and an increase in capital expenditures, partially offset by an increase in cash provided by operating activities. In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities and comparisons of the significant cash flows from the first 13 weeks of fiscal 2026 to the first 13 weeks of fiscal 2025 are provided.


	13-Week Period Ended Sep. 27, 2025		13-Week Period Ended Sep. 28, 2024
Source of cash (use of cash)	(In millions)
Net cash provided by operating activities (GAAP)	$	86	$	53
Additions to plant and equipment	(160)		(122)
Proceeds from sales of plant and equipment	24		77
Free Cash Flow (Non-GAAP) (1)	$	(50)	$	8



Debt borrowings (repayments), net	$	36	$	199

Stock repurchases	—		(108)
Dividends paid	(259)		(251)


(1)			Free cash flow should not be used as a substitute for the most comparable GAAP measure in assessing the company’s liquidity for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2025 Form 10-K for discussions regarding this non-GAAP performance metric.

Sources and Uses of Cash

Sysco generates cash in the U.S. and internationally. As of September 27, 2025, we had $844 million in cash and cash equivalents, approximately 70% of which was held by our international subsidiaries. Sysco’s strategic objectives are funded primarily by cash from operations and external borrowings. Traditionally, our operations have produced significant cash flow. Due to our strong financial position, we believe we will continue to be able to effectively access capital markets, as needed. Cash is generally allocated to working capital requirements, investments compatible with our overall growth strategy (organic and inorganic), debt management, and shareholder return. The remaining cash balances are invested in high-quality, short-term instruments.

We believe our cash flow from operations, the availability of liquidity under our commercial paper programs and our revolving credit facility, and our ability to access capital from financial markets will be sufficient to meet our anticipated cash requirements for more than the next 12 months, while maintaining sufficient liquidity for normal operating purposes.

Cash Flows

Operating Activities

We generated $86 million in cash flows from operations in the first 13 weeks of fiscal 2026, compared to cash flows from operations of $53 million in the first 13 weeks of fiscal 2025. In the first 13 weeks of fiscal 2026, these amounts included year-over-year favorable comparisons on working capital of $85 million due to favorable comparisons on accounts receivable and accounts payable, partially offset by an unfavorable comparison in inventory. Accrued expenses also had a favorable comparison, primarily related to lower payments of accrued incentive compensation in the first 13 weeks of fiscal 2026 in comparison to the first 13 weeks of fiscal 2025. Income tax payments negatively impacted cash flows from operations, as estimated payments made in the first 13 weeks of fiscal 2026 were higher compared to the first 13 weeks of fiscal 2025.

Investing Activities

Our capital expenditures in the first 13 weeks of fiscal 2026 consisted primarily of investments in buildings and building improvements, technology equipment, warehouse equipment, and fleet. Our capital expenditures in the first 13 weeks of fiscal 2026 were $38 million higher than in the first 13 weeks of fiscal 2025, primarily due to timing of capital spending. Proceeds from sales of plant and equipment were $24 million in the first 13 weeks of fiscal 2026, as compared to $77 million in the first 13 weeks of fiscal 2025.

Financing Activities

Equity Transactions

Proceeds from exercises of share-based compensation awards were $43 million in the first 13 weeks of fiscal 2026, as compared to $29 million in the first 13 weeks of fiscal 2025. The level of option exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.

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, which will remain available until fully utilized. We repurchased no shares during the first 13 weeks of fiscal 2026. As of September 27, 2025, we had a remaining authorization of approximately $1.5 billion. We repurchased no additional shares under our authorization from the end of our fiscal first quarter through October 10, 2025.

Dividends paid in the first 13 weeks of fiscal 2026 were $259 million, or $0.54 per share, as compared to $251 million, or $0.51 per share, in the first 13 weeks of fiscal 2025. In August 2025, we declared our regular quarterly dividend for the first quarter of fiscal 2026 of $0.54 per share, which was paid in October 2025.

Debt Activity and Borrowing Availability

Our debt activity, including issuances and repayments, if any, and our borrowing availability are described in Note 7, “Debt,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Our outstanding borrowings as of September 27, 2025 are also disclosed within that note.

Guarantor Summarized Financial Information

On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation, which distribute a full line of food products and a wide variety of non-food products, entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. All subsequent issuances of senior notes and debentures in the U.S. and borrowings under the company’s $3.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries. As of September 27, 2025, Sysco had a total of $11.8 billion in senior notes, debentures and borrowings under the long-term revolving credit facility that were guaranteed by these subsidiary guarantors. Our remaining consolidated subsidiaries (non-guarantor subsidiaries) are not obligated under the senior notes indenture, debentures indenture or our long-term revolving credit facility. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” contained in our fiscal 2025 Form 10-K for additional information regarding the terms of the guarantees.

Basis of Preparation of the Summarized Financial Information

The summarized financial information of Sysco Corporation (issuer), and certain wholly owned U.S. Broadline subsidiaries (guarantors) (together, the obligor group) is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor subsidiaries, which are not members of the obligor group, have been excluded from the summarized financial information. The obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in separate line items, if they are material to the obligor financials. The following tables include summarized financial information of the obligor group for the periods presented.


Combined Parent and Guarantor Subsidiaries Summarized Balance Sheet	Sep. 27, 2025		Jun. 28, 2025
	(In millions)
ASSETS
Receivables due from non-obligor subsidiaries	$	384	$	377
Current assets	6,348		6,015
Total current assets	$	6,732	$	6,392
Notes receivable from non-obligor subsidiaries	$	62	$	20
Other noncurrent assets	5,266		5,211
Total noncurrent assets	$	5,328	$	5,231

LIABILITIES
Payables due to non-obligor subsidiaries	$	55	$	61
Other current liabilities	4,166		3,214
Total current liabilities	$	4,221	$	3,275
Notes payable to non-obligor subsidiaries	$	405	$	334
Long-term debt	10,898		11,890
Other noncurrent liabilities	1,634		1,538
Total noncurrent liabilities	$	12,937	$	13,762


Combined Parent and Guarantor Subsidiaries Summarized Results of Operations		13-Week Period Ended Sep. 27, 2025
	(In millions)
Sales		$	12,921
Gross profit		2,314
Operating income		615
Interest expense from non-obligor subsidiaries		35
Net earnings		401

Critical Accounting Estimates

Critical accounting estimates are those that are most important to the portrayal of our financial position and results of operations. These require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We have reviewed with the Audit Committee of the Board of Directors the development and selection of the critical accounting estimates and this related disclosure. Our most critical accounting estimates pertain to goodwill and intangible assets, income taxes and company-sponsored pension plans, which are described in Item 7 of our fiscal 2025 Form 10-K.

Forward-Looking Statements

Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” “projected,” “continues,” “continuously,” variations of such terms, and similar terms and phrases denoting anticipated or expected occurrences or results. This report contains various statements relating to future financial performance and results, business strategy, plans, goals and objectives, including certain outlook, business trends, our dividend and share repurchase programs, our expectation of future macroeconomic conditions and other statements that are not historical facts.

These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below, those within Part II, Item 1A of this Form 10-Q and those discussed in Item 1A of our fiscal 2025 Form 10-K:

•the risk that if sales from our locally managed customers do not grow at the same rate as sales from multi-unit customers, our gross margins may decline;

•the risk that economic uncertainties can negatively impact consumer confidence and negatively impact foot traffic to restaurants;

•periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability generally, and our inability to predict inflation over the long term;

•the risk that our efforts to modify truck routing in order to reduce outbound transportation costs may be unsuccessful;

•the risk that we that we may not realize anticipated benefits from our operating cost reduction efforts, including our ability to accelerate and/or identify additional administrative cost savings;

•risks related to unfavorable conditions in the Americas and Europe and the impact on our results of operations and financial condition;

•the risks related to our efforts to implement our transformation initiatives and meet our other long-term strategic objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected;

•the risk that competition in our industry and the impact of GPOs may adversely impact our margins and our ability to retain customers and make it difficult for us to maintain our market share, growth rate and profitability;

•the risk that our relationships with long-term customers may be materially diminished or terminated;

•the risk that changes in consumer eating habits could materially and adversely affect our business, financial condition, or results of operations;

•the impact and effects of public health crises, pandemics and epidemics, and the adverse impact thereof on our business, financial condition and results of operations;

•the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase commitments intended to contain fuel costs could result in above market fuel costs;

•the risk of interruption of supplies and increase in product costs as a result of conditions beyond our control;

•the potential impact on our reputation and earnings of adverse publicity or lack of confidence in our products;

•risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed customers;

•difficulties in successfully expanding into international markets and complimentary lines of business;

•the potential impact of product liability claims;

•the risk that we fail to comply with requirements imposed by applicable law or government regulations, including but not limited to those related to environmental and tax and accounting laws, rules and regulations;

•risks related to our ability to effectively finance and integrate acquired businesses;

•risks related to our access to borrowed funds in order to grow and any default by us under our indebtedness that could have a material adverse impact on cash flow and liquidity;

•our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position;

•the risk that we may not be able to effectively execute our capital allocation framework;

•the risk that divestiture of one or more of our businesses may not provide the anticipated effects on our operations;

•risks related to our ability to return capital to stockholders, including those related to the timing and amounts (including any plans or commitments in respect thereof) of any dividends and share repurchases;

•due to our reliance on technology, any technology disruption or delay in implementing new technology could have a material negative impact on our business;

•the risk of negative impacts to our business and our relationships with customers from a cybersecurity incident and/or other technology disruptions;

•risks related to our ability to attract, motivate and retain employees, including key personnel;

•risks related to labor issues, including the renegotiation of union contracts and shortage of qualified labor; and

•the risk that the exclusive forum provisions in our amended and restated bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Except as required by law, we undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should read this Form 10-Q, our fiscal 2025 Form 10-K and the documents we file with the SEC, with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by the cautionary statements referenced above.

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.

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 September 27, 2025. 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 September 27, 2025, 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 September 27, 2025, 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 103 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

For a discussion of our risk factors, see the section entitled “Risk Factors” in our fiscal 2025 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 first 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
June 29 - July 26	—	$	—	—	—
Month #2
July 27 - August 23	2,502	79.87		—	—
Month #3
August 24 - September 27	1,641	82.51		—	—
Totals	4,143	$	80.92	—	—


(1)			The total number of shares purchased includes 0, 2,502, and 1,641 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 no shares during the first 13 weeks of fiscal 2026. As of September 27, 2025, we had a remaining authorization of approximately $1.5 billion. We repurchased no additional shares under our authorization from the end of our fiscal first quarter through October 10, 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements and Policies

The table below shows the trading plans or other arrangements adopted or terminated during the quarter ended September 27, 2025 providing for the purchase and/or sale of Sysco securities by Sysco’s directors and Section 16 officers:

Name

Title

Action

Date

Trading Arrangement

Number of Securities Covered

Expiration Date (3)

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Greg D. Bertrand

Executive Vice
President, Global Chief
Operating Officer

Adopt

August 18, 2025

59,891 shares to be sold

September 30, 2026

Ronald L. Phillips

Executive Vice President, Chief Human Resources Officer

Adopt

September 4, 2025

27,223 shares to be sold

December 4, 2026


(1)			Intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c).
(2)			Non-Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.
(3)			Each Plan terminates on the earlier of: (i) the expiration date listed in the table above; (ii) the first date on which all trades set forth in the Plan have been executed; or (iii) such date the Plan is otherwise terminated according to its terms.

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


3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).

3.2	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).

3.3	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).

3.4	—	Amended and Restated Bylaws of Sysco Corporation dated June 20, 2024, incorporated by reference to Exhibit 4.4 to the Form S-8 filed on December 6, 2024 (File No. 1-6544).

10.1	—	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).

10.2†#	—	Sysco Corporation Annual Incentive Program (AIP) for Fiscal Year 2026 adopted effective July 31, 2025.

10.3†#	—	Form of Stock Option Grant Agreement (Fiscal Year 2026) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.

10.4†#	—	Form of Restricted Stock Unit Grant Agreement (Fiscal Year 2026) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.

10.5†#	—	Form of Performance Share Unit Grant Agreement (Fiscal Year 2026) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.

22.1#	—	Subsidiary Guarantors and Issuers of Guaranteed Securities.

31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH#	—	Inline XBRL Taxonomy Extension Schema Document

101.CAL#	—	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF#	—	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB#	—	Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE#	—	Inline XBRL Taxonomy Extension Presentation Linkbase Document



104	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________

† Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K

# Filed herewith

* Furnished, not filed.

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: October 28, 2025	By:	/s/ KEVIN P. HOURICAN
		Kevin P. Hourican
		Chair of the Board and
		Chief Executive Officer

Date: October 28, 2025	By:	/s/ KENNY K. CHEUNG
		Kenny K. Cheung
		Executive Vice President,
		Chief Financial Officer

Date: October 28, 2025	By:	/s/ JENNIFER L. JOHNSON
		Jennifer L. Johnson
		Senior Vice President,
		Chief Accounting Officer

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