SYSCO CORP
For the period ended Mar 28, 2026. Filed Apr 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 28, 2026 · Filed Apr 29, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-27; filed 2026-01-28.
0000096021-26-000009
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-03-28; filed 2026-04-29.
0000096021-26-000022
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (41)
Current report
Except as provided below, there were no material changes from the Risk Factors disclosed in Item 1A of our fiscal
Current report
The Proposed Transaction is subject to conditions, some or all of which may not be satisfied or completed on a
Current report
timely basis, if at all. Failure to complete the Proposed Transaction in a timely manner or at all could have adverse effects
Current report
The completion of the Proposed Transaction is subject to a number of conditions, including the expiration or
Current report
termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, some of which are not in
Current report
our control. The failure to satisfy the required conditions could delay the completion of the Proposed Transaction for a
Current report
significant period of time or prevent it from occurring at all. A failure to complete the Proposed Transaction would mean that
Current report
we will not realize the anticipated benefits of the transaction, including our proposed expansion into the cash & carry channel.
Current report
Without realizing any of the benefits of having completed the Proposed Transaction, the Company will be subject to a number
Current report
•the market price of our common stock could decline to the extent that the current market price reflects a market
Current report
assumption that the Proposed Transaction will be completed;
Current report
•we could owe a termination fee of$1.164 billion under certain circumstances;
Current report
•we may experience negative publicity, which could have an adverse effect on our ongoing operations, including
Current report
on our ability to retain and attract employees and those with whom we do business, such as customers, suppliers
Current report
•we have committed and will continue to commit time and resources to matters relating to the Proposed
Current report
Transaction that could otherwise have been devoted to ongoing business operations and pursuing other beneficial
Current report
•we will still be required to pay significant fees and expenses relating to financing arrangements, which may
Current report
include investment banking fees and commissions, professional fees and other costs and expenses;
Current report
•we will be required to pay costs relating to the Proposed Transaction, such as legal, accounting, financial advisory
Current report
and printing fees, whether or not the Proposed Transaction is completed; and
Current report
•we may commit significant time and resources to defending against litigation related to any failure to complete the
Current report
Proposed Transaction or related to any enforcement proceeding commenced against the company to perform our
Current report
obligations pursuant to the transaction agreement.
Current report
In addition, one or more conditions in the transaction agreement may not be satisfied on a timely manner. A delay in
Current report
completing the Proposed Transaction could cause us to realize some or all of the expected benefits later than we otherwise
Current report
expect if the Proposed Transaction is successfully completed within the anticipated timeframe, which could result in additional
Current report
transaction costs or in other negative effects associated with uncertainty about completion of the Proposed Transaction. Any of
Current report
the foregoing could have a material adverse effect on our business, financial condition and results of operations.
Current report
We are subject to business uncertainties while the Proposed Transaction is pending.
Current report
While the Proposed Transaction is pending, uncertainty about the effect of the Proposed Transaction on employees,
Current report
clients, customers, suppliers and vendors may have an adverse effect on our ongoing business operations. These uncertainties
Current report
may impair our ability to retain and hire key personnel and maintain business relationships; result in the loss of suppliers,
Current report
customers and other business partners or in the termination of existing contracts or relationships; and divert our management’s
Current report
attention from our business as we work to take all steps necessary to close the Proposed Transaction. Any of these could have a
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Removed paragraphs (1)
Previous report
For a discussion of our risk factors, see the section entitled “Risk Factors” in our fiscal 2025 Form 10-K.