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Sysco 8-K Report, Regulation FD Disclosure (May 18, 2026)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed May 18, 2026
Period End
May 18, 2026
Security
SYY
In the record · 2016–202610-K1210-Q328-K147

SYY filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 147 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’17Jul ’17
  2. Material agreement8-K · Jul ’19Jul ’19
  3. Leadership change8-K · Aug ’21Aug ’21
  4. Material agreement8-K · Jun ’25Jun ’25

01—Abstract

Summary

Summary of the 8-K filed May 18, 2026. Cited figures are marked; the original filing is the authoritative source.

Sysco Corporation (SYY) furnished an 8-K on May 18, 2026 under Item 7.01 (Regulation FD) attaching an investor presentation, Exhibit 99.1, made in connection with its previously announced agreement to acquire JRD Unico, Inc. and Warehouse Realty, LLC, the operator of Restaurant Depot.

The filing itself contains no new financial statements; the substance lies in the presentation. The presentation describes Restaurant Depot as the leader in U.S. wholesale cash and carry, with approximately $16 billiona of 2025 revenue, approximately $2.1 billion of 2025 Adjusted EBITDA, 167 total locations, and a Dec-25 LTM free cash flow of approximately $1.9 billion (defined as Adjusted EBITDA less capex). The presentation states the combined company would have a 5.2% Sysco adjusted EBITDA margin versus a pro forma 6.7% figure, includes $250 million of annualized net cost synergies, and projects Year 1 and Year 2 adjusted EPS accretion of mid-to-high single digits and low-to-mid teens, respectively.

On leverage, the presentation shows Sysco's net debt to Adjusted EBITDA at 2.80x as of March 28, 2026, and a deleveraging plan targeting approximately 1.0x net leverage reduction within 24 months post-close, a glidepath to a 2.75x long-term target, and no large-scale M&A until target leverage is achieved. It also states the combined company expects more than $2 billionb of additional annual free cash flow by year four, which would support share repurchases, dividends, and M&A. The presentation further names Restaurant Depot executives expected to join Sysco's leadership and states that the Restaurant Depot leadership will join Sysco's Board of Directors.

The presentation is accompanied by extensive forward-looking statement cautions, including risks that the transaction may not close on time or at all, regulatory conditions, synergy realization, integration, debt financing, and credit ratings. It also notes that a registration statement on Form S-4 will be filed by New Slider Holdco, Inc. The 8-K itself states the furnished information is not deemed 'filed' under Section 18 of the Exchange Act.

02—Key points

Key Highlights

  1. Item 7.01 Regulation FD disclosure: Sysco made an investor presentation on May 18, 2026 regarding its previously announced acquisition of JRD Unico, Inc. and Warehouse Realty, LLC (Restaurant Depot).
  2. Restaurant Depot's 2025 revenue of approximately $16 billion and Adjusted EBITDA of approximately $2.1 billion, with 167 total locations and approximately 725K local customers.
  3. Presented synergies: $250 million of annualized net cost synergies, with Year 1 Adjusted EPS accretion of mid-to-high single digits and Year 2 accretion of low-to-mid teens.
  4. Net debt to Adjusted EBITDA was 2.80x as of March 28, 2026; the company committed to approximately 1.0x net leverage reduction within 24 months post-close and a glidepath to a 2.75x target.
  5. Presentation projects more than $2 billion of additional annual free cash flow by year four to support share repurchases, dividends, and M&A, with no large-scale M&A until target leverage is reached.
  6. Restaurant Depot plans to open approximately 5-6 new stores per year, and the presentation cites 125+ net new locations over at least the next two decades in the U.S.
  7. Forward-looking risk factors include transaction closing conditions, regulatory approvals, synergy realization, debt financing, and potential credit rating declines.

03—Questions

Frequently Asked Questions

  1. What did Sysco disclose in this 8-K filing?

    Sysco furnished under Item 7.01 an investor presentation, Exhibit 99.1, made May 18, 2026 about its previously announced agreement to acquire JRD Unico, Inc. and Warehouse Realty, LLC. The 8-K states the information is furnished and not deemed filed under Section 18 of the Exchange Act.

  2. How large is the Restaurant Depot business being acquired?

    The presentation describes Restaurant Depot as the #1 U.S. cash and carry operator with approximately $16 billion of 2025 revenue, approximately $2.1 billion of 2025 Adjusted EBITDA, approximately $1.9 billion of free cash flow, and 167 total locations.

  3. What synergies and earnings impact does Sysco expect?

    The presentation includes $250 million of annualized net cost synergies and projects Year 1 adjusted EPS accretion of mid-to-high single digits and Year 2 accretion of low-to-mid teens, with purchasing, store growth, and fulfillment opportunities cited as potential upside.

  4. How will Sysco manage leverage after the deal?

    Sysco's net debt to Adjusted EBITDA was 2.80x at March 28, 2026. The presentation commits to approximately 1.0x net leverage reduction within 24 months post-close, a glidepath back to a 2.75x target, and no large-scale M&A until target leverage is achieved.

  5. What are the main risks to the transaction?

    The forward-looking statements cite risks including termination rights under the merger agreement, regulatory approval conditions, integration difficulties, unrealized synergies, unforeseen liabilities, Sysco's ability to raise debt on favorable terms, and possible credit rating declines of the combined company.

04—Continue

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