01—Abstract
Summary
Summary of the 8-K filed February 11, 2026. Cited figures are marked; the original filing is the authoritative source.
Sysco Corporation (SYY) filed a Form 8-K on February 11, 2026 under Item 8.01 (Other Events) to report that on February 10, 2026, it and certain subsidiary guarantors entered into an Underwriting Agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters, for a debt offering of $600 milliona aggregate principal amount of 4.400% Senior Notes due 2031 and $650 million aggregate principal amount of 4.950% Senior Notes due 2036. The offering is expected to close on February 13, 2026, subject to customary closing conditions. The Notes are being offered under a Registration Statement on Form S-3 (Registration No. 333-281830) and a Prospectus Supplement dated February 10, 2026.
The filing states that the Underwriting Agreement contains customary representations, warranties, covenants, closing conditions, indemnification rights and termination provisions. The filing also discloses that affiliates of certain underwriters are lenders under Sysco's credit facility and dealers under its commercial paper programs, and may therefore receive a portion of the net proceeds. U.S. Bank Trust Company, National Association, an affiliate of one of the underwriters, is trustee for the Notes.
Item 9.01 lists the Underwriting Agreement as Exhibit 1.1 and the Cover Page Interactive Data File as Exhibit 104. Certain schedules and exhibits to the agreement were omitted under Item 601(a)(5) of Regulation S-K, with copies available to the SEC upon request.
02—Key points
Key Highlights
- Sysco and certain subsidiary guarantors entered into an Underwriting Agreement dated February 10, 2026 for two senior notes offerings.
- $600 million of 4.400% Senior Notes due 2031 are being offered.
- $650 million of 4.950% Senior Notes due 2036 are being offered.
- The offering is expected to close on February 13, 2026, subject to customary closing conditions.
- The Notes are being sold under Form S-3 Registration No. 333-281830 and a Prospectus Supplement dated February 10, 2026.
- Underwriter affiliates are lenders under Sysco's credit facility and dealers under its commercial paper programs, and may receive a portion of the net proceeds.
- U.S. Bank Trust Company, National Association, an affiliate of one underwriter, is trustee for the Notes.
03—Questions
Frequently Asked Questions
How much debt is Sysco issuing in this offering?
The filing states $600 million aggregate principal amount of 4.400% Senior Notes due 2031 and $650 million aggregate principal amount of 4.950% Senior Notes due 2036, for a combined $1.25 billion in principal.
When is the offering expected to close?
The offering is expected to close on February 13, 2026, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement.
Who are the underwriters for the Notes?
The representatives of the several underwriters are BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, with the full list of underwriters set out in Schedule II to the Underwriting Agreement.
Could any of the underwriters benefit from the offering proceeds?
Yes. The filing states that affiliates of certain underwriters are lenders under Sysco's credit facility and dealers under its commercial paper programs, and may hold commercial paper notes and receive a portion of the net proceeds. The underwriters also received or will receive customary fees and expenses.
Where can investors find the full terms of the Underwriting Agreement?
The full Underwriting Agreement is filed as Exhibit 1.1 to the 8-K. Certain schedules and exhibits were omitted under Item 601(a)(5) of Regulation S-K, and copies will be furnished to the SEC or its staff upon request.
04—Continue