01—Abstract
Summary
Summary of the 8-K filed February 13, 2026. Cited figures are marked; the original filing is the authoritative source.
Sysco Corporation (SYY) issued and sold $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 on February 13, 2026, under an automatically effective Form S-3ASR registration statement filed August 28, 2024.
The company states net proceeds were approximately $1.24 billionb after underwriters' discounts and estimated offering expenses. The company intends to use the net proceeds for general corporate purposes, including repaying borrowings under its commercial paper programs. The 2031 Notes mature July 25, 2031 and pay interest semi-annually on January 25 and July 25, beginning July 25, 2026.
The 2036 Notes mature March 25, 2036 and pay interest semi-annually on March 25 and September 25, beginning September 25, 2026. Both series are unsecured senior obligations ranking equally with the company's other unsecured senior indebtedness, and are guaranteed by the subsidiary guarantors named in the supplemental indentures.
The notes carry make-whole redemption provisions before the applicable par call dates (June 25, 2031 for the 2031 Notes and December 25, 2035 for the 2036 Notes), and par redemption thereafter. If a Change of Control Repurchase Event occurs, the company must offer to repurchase the notes at 101%c of principal plus accrued interest, which requires both a change of control and a below investment grade ratings event for the relevant series.
02—Key points
Key Highlights
- Sysco issued $600 million of 4.400% Senior Notes due 2031 and $650 million of 4.950% Senior Notes due 2036 on February 13, 2026.
- Net proceeds to the company were approximately $1.24 billion after underwriters' discounts and estimated offering expenses.
- Proceeds are intended for general corporate purposes, including repaying borrowings under the company's commercial paper programs.
- 2031 Notes mature July 25, 2031; 2036 Notes mature March 25, 2036; interest is paid semi-annually, with first payments in 2026.
- Both series are unsecured senior obligations, guaranteed by the subsidiary guarantors, and rank equally with other unsecured senior indebtedness.
- Make-whole redemption applies before the par call dates (June 25, 2031 and December 25, 2035); par redemption applies thereafter.
- A change of control combined with a below investment grade ratings event triggers an offer to repurchase at 101% of principal plus accrued interest.
03—Questions
Frequently Asked Questions
How much capital did Sysco raise from this offering?
The company sold $600 million of 2031 Notes and $650 million of 2036 Notes, totaling $1.25 billion in aggregate principal. Net proceeds were approximately $1.24 billion after underwriters' discounts and estimated offering expenses.
What will the proceeds be used for?
The company intends to use the net proceeds for general corporate purposes, including repaying borrowings under its commercial paper programs.
What are the interest rates and maturity dates of the notes?
The 2031 Notes carry a 4.400% rate and mature July 25, 2031. The 2036 Notes carry a 4.950% rate and mature March 25, 2036.
Can Sysco redeem the notes early?
Before June 25, 2031 (2031 Notes) and December 25, 2035 (2036 Notes), the company may redeem at the greater of a make-whole amount or 100% of principal, plus accrued interest. On or after those dates, redemption is at 100% of principal plus accrued interest.
What protection do noteholders have if control of Sysco changes?
If both a Change of Control and a Below Investment Grade Ratings Event occur for a series, the company must offer to repurchase that series at 101% of principal plus accrued and unpaid interest.
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