01—Abstract
Summary
Summary of the 8-K filed September 16, 2026. Cited figures are marked; the original filing is the authoritative source.
Sysco Corporation filed this Form 8-K on September 16, 2026 to report the closing of a public offering of 12,345,679 shares of its common stock, par value $1.00a per share, at a public offering price of $81.00 per share.
The offering was made under an Underwriting Agreement dated September 14, 2026 with Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. The underwriters also received a 30-day option to purchase up to an additional 1,851,851 shares to cover overallotments, if any.
The net proceeds from the offering, after underwriting discounts, commissions and estimated offering expenses, were approximately $967.4 millionb. Sysco expects to use these proceeds to pay a portion of the cash consideration for its pending acquisition of JRD Unico, Inc., a Delaware corporation, and Warehouse Realty, LLC, a Delaware limited liability company, along with related fees, costs and expenses.
The shares were offered under a Registration Statement on Form S-3 (Registration No. 333-298926) and described in a Prospectus Supplement dated September 14, 2026. The filing also includes a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the legality of the shares, which is incorporated into the Registration Statement by reference.
02—Key points
Key Highlights
- Sysco sold 12,345,679 shares of common stock at a public offering price of $81.00 per share, with the offering closing on September 16, 2026.
- Net proceeds were approximately $967.4 million after underwriting discounts, commissions and estimated offering expenses.
- Proceeds are earmarked to pay a portion of the cash consideration for the pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC.
- Underwriters received a 30-day option to purchase up to an additional 1,851,851 shares to cover overallotments, if any.
- The Underwriting Agreement, dated September 14, 2026, was entered into with Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters.
- The offering was made under Form S-3 Registration No. 333-298926 and a Prospectus Supplement dated September 14, 2026.
03—Questions
Frequently Asked Questions
How much capital did Sysco raise in this offering?
Sysco reported net proceeds of approximately $967.4 million after deducting underwriting discounts and commissions and estimated offering expenses, from the sale of 12,345,679 shares at $81.00 per share.
What will Sysco use the proceeds for?
Sysco expects to use the net proceeds to pay a portion of the cash consideration for its pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, and to cover related fees, costs and expenses.
Could the number of shares sold increase?
Yes. The underwriters have a 30-day option to purchase up to an additional 1,851,851 shares of common stock, solely to cover overallotments, if any, on the same terms as the offering.
Under what registration was the offering made?
The common stock was offered and sold under a Registration Statement on Form S-3 (Registration No. 333-298926) and described in a Prospectus Supplement dated September 14, 2026.
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