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SYSCO CORP

For the period ended Sep 26, 2026. Filed Nov 4, 2026.

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About this filing

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.

Sep 26, 2026 · Filed Nov 4, 2026

SYY$76.86+2.2%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-28; filed 2026-04-29.

0000096021-26-000022

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2026-09-26; filed 2026-11-04.

0000096021-26-000050

Item 1A. Risk Factors

The 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.

Compared 41 previous paragraphs and 1 current paragraphs.

0 unchanged; 0 reworded; 1 added; 41 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

For a discussion of our risk factors, see the section entitled “Risk Factors” in our fiscal 2026 Form 10-K.
Removed paragraphs (41)

Previous report

Except as provided below, there were no material changes from the Risk Factors disclosed in Item 1A of our fiscal

Previous report

2025 Form 10-K.

Previous report

Risks Related to the Proposed Transaction

Previous report

The Proposed Transaction is subject to conditions, some or all of which may not be satisfied or completed on a

Previous report

timely basis, if at all. Failure to complete the Proposed Transaction in a timely manner or at all could have adverse effects

Previous report

on the company.

Previous report

The completion of the Proposed Transaction is subject to a number of conditions, including the expiration or

Previous report

termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, some of which are not in

Previous report

our control. The failure to satisfy the required conditions could delay the completion of the Proposed Transaction for a

Previous report

significant period of time or prevent it from occurring at all. A failure to complete the Proposed Transaction would mean that

Previous report

we will not realize the anticipated benefits of the transaction, including our proposed expansion into the cash & carry channel.

Previous report

Without realizing any of the benefits of having completed the Proposed Transaction, the Company will be subject to a number

Previous report

of risks, including the following:

Previous report

•the market price of our common stock could decline to the extent that the current market price reflects a market

Previous report

assumption that the Proposed Transaction will be completed;

Previous report

•we could owe a termination fee of$1.164 billion under certain circumstances;

Previous report

•we may experience negative publicity, which could have an adverse effect on our ongoing operations, including

Previous report

on our ability to retain and attract employees and those with whom we do business, such as customers, suppliers

Previous report

and business partners;

Previous report

•we have committed and will continue to commit time and resources to matters relating to the Proposed

Previous report

Transaction that could otherwise have been devoted to ongoing business operations and pursuing other beneficial

Previous report

opportunities for the company;

Previous report

•we will still be required to pay significant fees and expenses relating to financing arrangements, which may

Previous report

include investment banking fees and commissions, professional fees and other costs and expenses;

Previous report

•we will be required to pay costs relating to the Proposed Transaction, such as legal, accounting, financial advisory

Previous report

and printing fees, whether or not the Proposed Transaction is completed; and

Previous report

•we may commit significant time and resources to defending against litigation related to any failure to complete the

Previous report

Proposed Transaction or related to any enforcement proceeding commenced against the company to perform our

Previous report

obligations pursuant to the transaction agreement.

Previous report

In addition, one or more conditions in the transaction agreement may not be satisfied on a timely manner. A delay in

Previous report

completing the Proposed Transaction could cause us to realize some or all of the expected benefits later than we otherwise

Previous report

expect if the Proposed Transaction is successfully completed within the anticipated timeframe, which could result in additional

Previous report

transaction costs or in other negative effects associated with uncertainty about completion of the Proposed Transaction. Any of

Previous report

the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Previous report

We are subject to business uncertainties while the Proposed Transaction is pending.

Previous report

While the Proposed Transaction is pending, uncertainty about the effect of the Proposed Transaction on employees,

Previous report

clients, customers, suppliers and vendors may have an adverse effect on our ongoing business operations. These uncertainties

Previous report

may impair our ability to retain and hire key personnel and maintain business relationships; result in the loss of suppliers,

Previous report

customers and other business partners or in the termination of existing contracts or relationships; and divert our management’s

Previous 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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