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Sysco 8-K Report, Regulation FD Disclosure (Aug 12, 2026)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed August 12, 2026
Period End
August 12, 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 · Nov ’21Nov ’21
  4. Material agreement8-K · Sep ’25Sep ’25

01—Abstract

Summary

Summary of the 8-K filed August 12, 2026. Cited figures are marked; the original filing is the authoritative source.

Sysco Corporation furnished an investor presentation dated August 12, 2026, made in connection with its previously announced agreement to acquire JRD Unico, Inc. and Warehouse Realty, LLC, the Jetro Restaurant Depot cash-and-carry business.

The presentation was given at a Sysco headquarters visit and a Jetro Restaurant Depot store tour. Under Item 7.01 the material is furnished rather than filed. The presentation frames the deal around Restaurant Depot's scale: about $16 billiona of 2025 revenue, about $2.1 billion of 2025 Adjusted EBITDA, about $1.9 billion of free cash flow, 167 locations, and a 13% EBITDA margin.

Management cites about $250 millionb of annualized net cost synergies, expected Year 1 adjusted EPS accretion in the mid to high single digits and Year 2 accretion in the low to mid-teens (excluding transaction-related D&A), and more than $2 billion of additional longer-term annual free cash flow. On the standalone business, the presentation sets fiscal 2027 guidance as of August 4, 2026: sales growth of 6% to 7% (including about 2% from a 53rd week), adjusted EPS growth at the high end of the earnings algorithm, about $100 million of cost-out, and a target of about 2.5% local case growth. Fiscal 2026 results cited include sales of $84,553 million (up 3.9% from $81,370 million) and adjusted diluted EPS of $4.61 (up 3.4% from $4.46), while GAAP diluted EPS was $3.66 versus $3.73.

Sysco reports net debt leverage of 2.7xc at quarter end and expects leverage of about 4.5x at close, with a commitment to reduce net leverage by about 1.0x within 24 months after closing and a long-term target of 2.75x. The presentation also says no large-scale M&A will occur until the target is reached. For investors, the key points are the size of the leverage step-up at close, the synergy and accretion assumptions, and whether Restaurant Depot's margin and growth profile holds up within Sysco.

The filing contains no transaction price or closing timeline. Those details, along with regulatory and integration risks, are described in the forward-looking statements and in the Form S-4 registration statement filed by Sysco Holdings Corporation.

02—Key points

Key Highlights

  1. Sysco presented to investors on August 12, 2026 on its agreement to acquire JRD Unico, Inc. and Warehouse Realty, LLC (Jetro Restaurant Depot); the presentation is furnished as Exhibit 99.1 under Item 7.01.
  2. Restaurant Depot cited at about $16 billion of 2025 revenue, about $2.1 billion of 2025 Adjusted EBITDA, about $1.9 billion of free cash flow, 167 total locations, and a 13% Adjusted EBITDA margin.
  3. Deal synergies cited at $250 million of annualized net cost synergies, with Year 1 adjusted EPS accretion in the mid to high single digits and Year 2 accretion in the low to mid-teens, excluding transaction-related D&A.
  4. Fiscal 2027 guidance: sales growth of 6% to 7% (including about 2% from a 53rd week), adjusted EPS growth at the high end of the earnings algorithm, about $100 million of cost-out, and about 2.5% local case growth.
  5. Leverage: 2.7x net debt to Adjusted EBITDA at quarter end, about 4.5x estimated at close, a commitment to reduce net leverage by about 1.0x within 24 months post-close, and a 2.75x long-term target.
  6. Capital returns: about $1.2 billion returned to shareholders in fiscal 2026, and about $21.7 billion cumulative over 13 years; the presentation also lists $1 billion in fiscal 2027 dividends.
  7. Restaurant Depot growth plan includes 125+ net new locations in the U.S. over at least the next two decades, with the presentation noting all mature stores are profitable.

03—Questions

Frequently Asked Questions

  1. What is the acquisition and what does the filing say about it?

    The filing references Sysco's previously announced agreement to acquire JRD Unico, Inc. and Warehouse Realty, LLC, which operate Jetro Restaurant Depot, a U.S. wholesale cash-and-carry business. The 8-K itself only furnishes an investor presentation about the deal and does not describe deal price or terms.

  2. How much will Sysco's leverage rise, and how does it plan to reduce debt?

    The presentation shows 2.7x net debt to Adjusted EBITDA at quarter end and an estimated 4.5x at close. Sysco commits to reducing net leverage by about 1.0x within 24 months after closing, targets 2.75x long term, and says it will not pursue large-scale M&A until that target is reached. It also cites $250 million in net cost synergies ramping fully in year 3.

  3. What do the synergy and accretion figures mean for investors?

    Sysco expects $250 million of annualized net cost synergies, mid to high single digit adjusted EPS accretion in Year 1, and low to mid-teens accretion in Year 2, excluding transaction-related D&A. The presentation also says the synergy figure could be exceeded through purchasing, store growth, fulfillment, and loyalty opportunities.

  4. What is Sysco's standalone outlook for fiscal 2027?

    As of August 4, 2026, Sysco guided to fiscal 2027 sales growth of 6% to 7%, including about 2% from a 53rd week, and adjusted EPS growth at the high end of its earnings algorithm. Drivers include about $100 million of cost-out, U.S. Foodservice segment profit growth, double-digit profit growth for the International segment, about 2.5% local case growth, and $1 billion in dividends.

04—Continue

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