Sysco Corporation

Item 1.01. Entry into a Material Definitive Agreement On April 16, 2026, Sysco Corporation (“Sysco” or the “Company”), a Delaware corporation, and its wholly-owned subsidiaries, Sysco Canada, Inc., a British Columbia corporation, and Sysco Global Holdings B.V., a Netherlands limited liability company, entered into a Credit Agreement with Bank of America, N.A., as the administrative agent, and the lenders and guarantors party thereto (the “Revolving Credit Agreement”). On September 4, 2026, Sysco entered into a First Amendment (the “First Amendment”) to the Revolving Credit Agreement to establish a $750 million senior unsecured delayed draw term loan facility (the “CoBank Term Loan”), with CoBank, ACB, the lenders party to the Revolving Credit Agreement as of the date of such First Amendment and Bank of America, N.A., as administrative agent. The CoBank Term Loan consists of (a) a $375 million six-year delayed draw term loan tranche and (b) a $375 million eight-year delayed draw term loan tranche, in each case available for drawing in multiple advances during the one-year period following the effective date of the First Amendment. Loans under the CoBank Term Loan rank equal in right of payment to other borrowings under the Revolving Credit Agreement and are guaranteed by the same guarantors, consisting of those wholly-owned subsidiaries of Sysco that are guarantors of Sysco’s senior notes and debentures and of the Term Loan Credit Agreement, dated as of April 16, 2026, among Sysco, Bank of America, N.A., as the administrative agent, and the lenders and guarantors party thereto. Loans under the CoBank Term Loan will be used for general corporate purposes, including conducting acquisitions. Sysco intends to use the proceeds from the loans to pay, in part, the cash consideration for the previously announced proposed acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, and all other fees, costs and expenses related thereto (the “JRD Acquisition”). The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 1, 2026, the Compensation and Leadership Development Committee (the “Committee”) of the Board of Directors (the “Board”) of Sysco approved for Mr. Kevin P. Hourican, Chair of the Board and Chief Executive Officer and Mr. Brandon E. Sewell, Interim Chief Financial Officer, one-time awards of performance share units (“PSUs”) valued at $2 million for Mr. Hourican and $1 million for Mr. Sewell. The PSUs are intended by the Committee to ensure a continuity of leadership and facilitate a smooth transition through the integration of the assets acquired in the JRD Acquisition. The PSUs are contingent on the closing of the JRD Acquisition, which is currently anticipated to close by the third quarter of 2027, and will be cancelled and forfeited if the closing does not occur. The PSUs provide the opportunity for Messrs. Hourican and Sewell to receive shares of Sysco common stock based on performance commencing on the closing of the JRD Acquisition and ending on the third anniversary of the closing, but the number of shares ultimately to be earned depends on the achievement of the specific performance metrics, with payouts ranging from 0% to 200% of the target. Dividend equivalents accrue during the performance period and are paid either in shares or in cash, at the discretion of the Committee, based on the number of PSUs earned following certification of the performance metrics. The PSUs also contain such other terms and conditions, including with respect to termination of employment, that are consistent with our other retention awards. On September 3, 2026, the Committee approved a one-time cash award of $700,000 (the “Cash Award”) for Mr. Ronald L. Phillips, Executive Vice President and Chief Human Resources Officer. This Cash Award is being provided to Mr. Phillips in connection with his leadership in the Company’s efforts to transform its Artificial Intelligence (“AI”) efficiencies and to improve the AI-driven business process transformation underway at Sysco. The Cash Award is contingent upon Mr. Phillips remaining employed with the Company through the closing of the JRD Acquisition. The award will vest in two installments: 50% will vest on September 4, 2026, and the remaining 50% will vest upon the successful consummation of the JRD Acquisition. Each installment will be paid, net of applicable taxes and withholdings, in accordance with the Company’s standard payroll practices and procedures.