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Sysco 8-K Report, Material Agreement (Sep 4, 2026)

Reports
Leadership Changes·Material Agreements·Financial Events+1
Filing Date
Filed September 4, 2026
Period End
September 1, 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. Material agreement8-K · Jun ’17Jun ’17
  2. Material agreement8-K · Feb ’20Feb ’20
  3. Leadership change8-K · Feb ’22Feb ’22
  4. Leadership change8-K · Nov ’25Nov ’25

01—Abstract

Summary

Summary of the 8-K filed September 4, 2026. Cited figures are marked; the original filing is the authoritative source.

Sysco Corporation filed an 8-K reporting three items.

First, on September 4, 2026, Sysco entered into a First Amendment to its April 16, 2026 Revolving Credit Agreement with Bank of America, N.A. as administrative agent, establishing a $750 milliona senior unsecured delayed draw term loan facility (the CoBank Term Loan) with CoBank, ACB. The facility has two $375 million tranches, one with a six-year term and one with an eight-year term, drawable in multiple advances during the one-year period after the amendment's effective date. Sysco intends to use the proceeds to pay in part the cash consideration for its previously announced proposed acquisition of JRD Unico, Inc. and Warehouse Realty, LLC (the JRD Acquisition), along with related fees and expenses.

Second, the Compensation and Leadership Development Committee approved one-time performance share unit awards on September 1, 2026: $2 millionb for Chair and CEO Kevin P. Hourican and $1 million for Interim CFO Brandon E. Sewell.

The PSUs are contingent on closing the JRD Acquisition, which the filing says is currently anticipated to close by the third quarter of 2027, and payouts range from 0% to 200% of target over three years after closing. On September 3, 2026, the Committee also approved a $700,000c one-time cash award to Chief Human Resources Officer Ronald L. Phillips, tied to AI-driven business process transformation, with 50% vesting September 4, 2026 and 50% vesting upon closing of the JRD Acquisition.

The filing is largely a financing and acquisition-related disclosure. Its most investor-relevant points are the new committed delayed draw financing tied to the JRD Acquisition and the retention-oriented incentive awards that are contingent on that deal closing. The filing references a Form S-4 registration statement filed by Sysco Holdings Corporation in connection with the transaction, but does not state deal valuation, purchase price, or pro forma financial effects.

02—Key points

Key Highlights

  1. Sysco entered into a First Amendment on September 4, 2026 to its Revolving Credit Agreement, establishing a $750 million senior unsecured delayed draw term loan facility (CoBank Term Loan) with CoBank, ACB and Bank of America, N.A. as administrative agent.
  2. The CoBank Term Loan consists of two $375 million tranches: a six-year tranche and an eight-year tranche, each drawable in multiple advances during the one-year period following the amendment's effective date.
  3. Sysco intends to use the loan proceeds to pay in part the cash consideration for the proposed JRD Unico, Inc. and Warehouse Realty, LLC acquisition (the JRD Acquisition), plus related fees and expenses.
  4. The loans rank equal in right of payment with other Revolving Credit Agreement borrowings and are guaranteed by the same subsidiary guarantors.
  5. Kevin P. Hourican (Chair and CEO) and Brandon E. Sewell (Interim CFO) received one-time PSU awards valued at $2 million and $1 million, respectively, contingent on the JRD Acquisition closing.
  6. The JRD Acquisition is currently anticipated to close by the third quarter of 2027, per the filing.
  7. Ronald L. Phillips, EVP and Chief Human Resources Officer, received a $700,000 one-time cash award tied to AI-driven business process transformation, with 50% vesting September 4, 2026 and 50% upon JRD Acquisition closing.

03—Questions

Frequently Asked Questions

  1. How is Sysco funding the JRD Acquisition?

    Sysco is using the new $750 million CoBank Term Loan, established under a First Amendment to its Revolving Credit Agreement, to pay in part the cash consideration for the JRD Acquisition and related costs. The filing does not state the total purchase price.

  2. What are the terms of the new CoBank Term Loan?

    The facility is a senior unsecured delayed draw term loan totaling $750 million, split into a $375 million six-year tranche and a $375 million eight-year tranche. Advances may be drawn during the one-year period after the First Amendment's effective date. Loans rank equal with other revolving credit borrowings and are guaranteed by the same subsidiary guarantors.

  3. When is the JRD Acquisition expected to close?

    The filing states that the JRD Acquisition is currently anticipated to close by the third quarter of 2027.

  4. Are executive incentive awards linked to the JRD Acquisition?

    Yes. The PSU awards to Kevin P. Hourican ($2 million) and Brandon E. Sewell ($1 million) are contingent on the JRD Acquisition closing and will be forfeited if it does not occur. Their payouts range from 0% to 200% of target based on performance over three years after closing. The $700,000 cash award to Ronald L. Phillips is also partly contingent on closing.

  5. What additional information is available about the transaction?

    The filing references a Form S-4 registration statement filed by Sysco Holdings Corporation that includes a prospectus regarding the proposed transaction. Investors are urged to read the prospectus when available, and Sysco's SEC filings are accessible through investors.sysco.com.

04—Continue

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