SUBSEQUENT EVENTS

3 Months Ended

Sep. 26, 2026

In October 2026, we completed the remaining financing for the cash component of the JRD Acquisition Transactions.

USD Senior Notes Issuance

On October 6, 2026, Sysco Corporation and Sysco Holdings co-issued USD-denominated senior notes in an aggregate principal amount of $10.75 billion (the “USD Senior Notes”). The USD Senior Notes were issued pursuant to the Base Indenture, as supplemented and amended by the Second Supplemental Indenture thereto, dated as of October 6, 2026, by and among the issuers, the guarantors named therein and the Trustee (the “USD Senior Supplemental Indenture”, and together with the Base Indenture, the “USD Senior Indenture”).

The details of the USD Senior Notes are as follows:


Maturity Date	Par Value (In millions)		Coupon Rate		Pricing (percentage of par)
October 6, 2029	$	1,750	5.450	%	99.989	%
June 6, 2031	2,000		5.600		99.927
October 6, 2033	1,500		5.800		99.841
June 6, 2036	2,000		5.950		99.654
October 6, 2046	1,000		6.400		99.476
October 6, 2056	1,750		6.500		99.856
October 6, 2066	750		6.600		99.846

The USD Senior Notes are fully and unconditionally guaranteed, jointly and severally, by Sysco Corporation’s direct and indirect wholly owned domestic subsidiaries that guarantee Sysco Corporation’s existing senior notes. Interest on the 2029 notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. Interest on the 2031 notes will be paid semi-annually in arrears on June 6 and December 6, beginning on December 6, 2026. Interest on the 2033 notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. Interest on the 2036 notes will be paid semi-annually in arrears on June 6 and December 6, beginning on December 6, 2026. Interest on the 2046 notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. Interest on the 2056 notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. Interest on the 2066 notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. The 2029 notes will mature on October 6, 2029. The 2031 notes will mature on June 6, 2031. The 2033 notes will mature on October 6, 2033. The 2036 notes will mature on June 6, 2036. The 2046 notes will mature on October 6, 2046. The 2056 notes will mature on October 6, 2056. The 2066 notes will mature on October 6, 2066.

At the issuers’ option, any or all of the notes may be redeemed, in whole or in part, at any time prior to maturity. If the issuers elect to redeem (i) the 2029 notes before the date that is one month prior to the maturity date, (ii) the 2031 notes before the date that is one month prior to the maturity date, (iii) the 2033 notes before the date that is two months prior to the maturity date, (iv) the 2036 notes before the date that is three months prior to the maturity date, (v) the 2046 notes before the date that is six months prior to the maturity date, (vi) the 2056 notes before the date that is six months prior to the maturity date, or (vii) the 2066 notes before the date that is six months prior to the maturity date, the issuers will pay a redemption price equal to (1) 100% of the principal amount of the notes of the applicable series to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption and (2) a “make-whole” amount calculated by reference to the sum of the present values of the remaining scheduled payments of principal and interest on the notes of the applicable series to be redeemed discounted to the date of redemption. If (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30, 2028 or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the trustee in writing that the Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions, or (iii) Sysco Corporation notifies the trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation of the JRD Acquisition Transactions (as described in the USD Senior Indenture), the issuers will be required to redeem the notes (other than the 2036 notes) at a special mandatory redemption price equal to 101% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of the special mandatory redemption (the “Special Mandatory Redemption”). The 2036 notes will not be subject to the Special Mandatory Redemption and will remain outstanding if the JRD Acquisition Transactions are not consummated.

USD Junior Subordinated Notes Issuance

On October 6, 2026, Sysco Corporation and Sysco Holdings co-issued USD-denominated junior subordinated notes in an aggregate principal amount of $3.9 billion. The junior notes were issued pursuant to the Base Indenture dated as of October 6, 2026 (the “Junior Subordinated Base Indenture”), by and among the Issuers, the guarantors named therein and the Trustee, as supplemented and amended by the Second Supplemental Indenture thereto, dated as of October 6, 2026, by and among the Issuers, the guarantors named therein and the Trustee (the “USD Junior Supplemental Indenture”, and together with the Junior Subordinated Base Indenture, the “USD Junior Subordinated Indenture”).

The details of the junior subordinated notes are as follows:


Series	Maturity Date	Par Value (In millions)		Coupon Rate		Pricing (percentage of par)
Series A Notes	October 6, 2056	$	1,500	7.100	%	100.000	%
Series B Notes	October 6, 2056	1,000		7.250		100.000
Series C Notes	October 6, 2056	1,400		7.350		100.000

The junior subordinated notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, subordinate and junior basis, by Sysco Corporation’s direct and indirect wholly owned domestic subsidiaries that guarantee Sysco Corporation’s existing senior notes. Interest on the Series A Notes will be paid semi-annually in arrears on January 6 and July 6, beginning on January 6, 2027. Interest on the Series B Notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. Interest on the Series C Notes will be paid semi-annually in arrears on April 6 and October 6, beginning on April 6, 2027. The junior subordinated notes will mature on October 6, 2056.

At the issuers’ option, any or all of the junior subordinated notes may be redeemed, in whole or in part, at any time prior to maturity. If the issuers elect to redeem (i) the Series A Notes on October 8, 2031, (ii) the Series B Notes on July 8, 2033, or (iii) the Series C Notes on July 8, 2036, the issuers will pay a redemption price equal to (1) 100% of the principal amounts of the notes of the applicable series to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption and (2) a “make-whole” amount calculated by reference to the sum of the present values of the remaining scheduled payments of principal and interest on the notes of the applicable series to be redeemed discounted to the date of redemption. If (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30, 2028 or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the trustee in writing that the Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions, or (iii) Sysco Corporation notifies the trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation of the JRD Acquisition Transactions, the issuers will be required to redeem the notes at a special mandatory redemption price equal to 101% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of the special mandatory redemption. The issuers may redeem all, but not part, of any series of junior subordinated notes upon the occurrence of certain tax events (as described in the USD Junior Subordinated Indenture) at the redemption price of 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

From and including the applicable first reset date (as described in the USD Junior Subordinated Indenture), and on each fifth anniversary thereof, the interest rate on each series of junior subordinated notes will reset to a rate per annum equal to the Five-year U.S. Treasury Rate (as described in the USD Junior Subordinated Indenture) as of the applicable reset interest determination date plus a spread of 2.280% in the case of the Series A Notes, 2.372% in the case of the Series B Notes and 2.401% in the case of the Series C Notes. In addition, such spread will be increased (i) in the case of the Series A Notes, by a total of 0.250% for each reset period from and including January 6, 2037 to, but excluding January 6, 2052, and by a total of 1.000% for each reset period thereafter, (ii) in the case of the Series B Notes, by a total of 0.250% for each reset period from and including October 6, 2038 to, but excluding October 6, 2053, and by a total of 1.000% for each reset period thereafter and (iii) in the case of the Series C Notes, by a total of 0.250% for each reset period from and including October 6, 2036 and for each reset period thereafter. The interest rate during any reset period will not reset below zero.

Euro Junior Subordinated Notes Issuance

On October 6, 2026, Sysco Corporation and Sysco Holdings, co-issued EUR-denominated junior subordinated notes in an aggregate principal amount of €1.0 billion (approximately USD $1.1 billion) (the “Euro Junior Subordinated Notes”). The Euro Junior Subordinated Notes were issued pursuant to the Junior Subordinated Base Indenture, as supplemented and amended by the First Supplemental Indenture thereto, dated as of October 6, 2026, by and among the issuers, the guarantors named therein and the Trustee (the “Euro Junior Subordinated Supplemental Indenture”, and together with the Junior Subordinated Base Indenture, the “EUR Junior Subordinated Indenture”).

The EUR Junior Subordinated Notes were issued at 100% of par and are fully and unconditionally guaranteed, jointly and severally, on an unsecured, subordinate and junior basis, by Sysco Corporation’s direct and indirect wholly owned domestic subsidiaries that guarantee Sysco Corporation’s existing senior notes. Interest on the notes will be paid annually in arrears on October 6 of each year, beginning on October 6, 2027. The notes will mature on October 6, 2056.

At the issuers’ option, any or all of the EUR-denominated junior subordinated notes may be redeemed, in whole or in part, at any time prior to maturity. If the issuers elect to redeem the EUR-denominated junior subordinated notes on July 8, 2032, the issuers will pay a redemption price equal to (1) 100% of the principal amounts of the notes of the applicable series to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption and (2) a “make-whole” amount calculated by reference to the sum of the present values of the remaining scheduled payments of principal and interest on the notes of the applicable series to be redeemed discounted to the date of redemption. If (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30, 2028 or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the trustee in writing that the Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions, or (iii) Sysco Corporation notifies the trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation of the JRD Acquisition Transactions, the issuers will be required to redeem the notes at a special mandatory redemption price equal to 101% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of the special mandatory redemption. The issuers may redeem the EUR-denominated junior subordinated notes, in whole but not in part, at a redemption price equal to: i) 100% of the principal amount, if the redemption date is on or after the first par call date, plus accrued and unpaid interest (including any additional interest) to, but excluding, the redemption date, at any time following the occurrence of a tax deductibility event (as described in the EUR Junior Subordinated Indenture) or (ii) 101% of the principal amount, if the redemption date is prior to the first par call date (as described in the EUR Junior Subordinated Indenture). The issuers may redeem all, but not part, of the EUR-denominated junior subordinated notes upon the occurrence of certain tax events (as described in the EUR Junior Subordinated Indenture) at the redemption price of 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. The issuers may redeem all, but not part, of the EUR-denominated junior subordinated notes within 120 days following a rating agency event (as described in the EUR Junior Subordinated Indenture) at the redemption price of (i) 101% of the principal amount, if the redemption date is prior to the first par call date or (ii) 100% of the principal amount, if the redemption date is on or after the first par call date, plus accrued and unpaid interest to, but excluding, the redemption date. The issuers may also redeem the notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest (including any additional interest) to, but excluding, the redemption date, if prior to the redemption date an issuer has repurchased EUR-denominated junior subordinated notes equal to or in excess of 75% of the initial aggregate principal amount of notes issued.

From and including October 6, 2032, and on each fifth anniversary thereof, the interest rate on the EUR-denominated junior subordinated notes will reset to a rate per annum equal to the Five-year Swap Rate as of the applicable reset interest determination date plus an initial margin of 2.554%, which margin will be increased by a total of 0.250% for each reset period from and including October 6, 2037 to, but excluding October 6, 2052 and by a total of 1.000% for each reset period from and including October 6, 2052 and for each reset period thereafter. The interest rate during any reset period will not reset below zero.

To hedge our foreign currency risk on the EUR-denominated junior subordinated notes, we entered into a cross-currency swap for €1.0 billion and designated it as a fair value hedge.

With the completion of our financing for the cash component of the JRD Acquisition Transactions, we terminated our senior unsecured 364-day bridge loan facility on October 8, 2026, the commitments under which had previously been reduced to $19 billion.