SYSCO CORP 8-K

What Happened
Sysco Corporation announced on February 13, 2026 that it issued $600 million of 4.400% senior notes due July 25, 2031 and $650 million of 4.950% senior notes due March 25, 2036 (the “Notes”), sold under its effective Form S-3ASR registration. The offering produced approximately $1.24 billion in net proceeds after discounts and estimated expenses. The Notes were issued under the company’s existing Indenture (with new Forty‑Eighth and Forty‑Ninth Supplemental Indentures) and are guaranteed by certain subsidiaries; U.S. Bank Trust Company, N.A. serves as trustee for these Notes. The company filed this transaction as Item 1.01 (entry into a material definitive agreement) and Item 2.03 (creation of a direct financial obligation) on its Form 8‑K.

Key Details

• Offering amounts: $600M 4.400% notes (due 7/25/2031) and $650M 4.950% notes (due 3/25/2036); aggregate principal $1.25B, net proceeds ≈ $1.24B.
• Interest and payments: interest payable semi‑annually in cash — 2031 Notes on Jan 25 & July 25 (first payment 7/25/2026); 2036 Notes on Mar 25 & Sept 25 (first payment 9/25/2026).
• Security & ranking: unsecured senior obligations of Sysco, ranking equally with its other unsecured senior debt and effectively junior to secured debt; subsidiary guarantees are unsecured.
• Redemption & repurchase: callable with a make‑whole formula prior to the Par Call Dates (6/25/2031 for 2031 Notes; 12/25/2035 for 2036 Notes) and at par thereafter; change‑of‑control repurchase required at 101% if triggered (Change of Control + ratings event).

Why It Matters
This transaction raises long‑term, fixed‑rate capital and provides Sysco liquidity (stated use includes general corporate purposes and repaying commercial paper). For investors, the notes extend maturity profile and lock in predictable interest costs, which can reduce short‑term refinancing risk tied to commercial paper. Because the Notes are unsecured senior debt, they rank with Sysco’s other senior unsecured obligations — investors should consider the company’s overall leverage and secured vs. unsecured debt mix when assessing credit risk.