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Consumer staples · Food Distribution · NYSE

SYYSysco

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The 10-K against last year's

188 changes: 72 added, 13 removed, 102 reworded, 1 quiet changes

10-K Aug 21, 2026 vs Aug 22, 2025
Risk FactorsRedline ↓
24.3%
of the text changed · 13,944 words now
18.5%
of the text changed · 15,667 words now
Legal ProceedingsRedline ↓
48.7%
of the text changed · 240 words now
Accounting PoliciesRedline ↓
9.6%
of the text changed · 3,220 words now

10-K 0000096021-26-000033 (2026-08-21) vs 10-K 0000096021-25-000099 (2025-08-22)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 227 words changed in this paragraph; it is 73% similar to last year's version.
The effects of climate change may create financial and operational risks to our business, both directly and indirectly. There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (GHG) emissions, energy usage and sustainability efforts. Increased compliance costs and expenses due to the impacts of climate change on our business, as well as additional legal or regulatory requirements regarding climate change or designed to reduce or mitigate the effects of carbon dioxide and other GHG emissions on the environment, may cause disruptions in, or an increase in the costs associated with, the running of our business, particularly with regard to our distribution and supply chain operations. Moreover, compliance with any such legal or regulatory requirements may require that we implement changes to our business operations and strategy, which would require us to devote substantial time and attention to these matters and cause us to incur additional costs. The effects of climate change, and legal or regulatory initiatives to address climate change, could have a long-term adverse impact on our business, results of operations and financial condition. Such adverse impacts may be incurred directly through damage to our own property or equipment or indirectly if such impacts adversely affect our suppliers. In addition, from time to time we establish and publicly announce goals and commitments related to sustainability matters, including those related to reducing our impact on the environment. Our current sustainability goals include to reduce our Scope 1 & 2 emissions by 27.5% by 2030 and to continue to encourage suppliers to reduce Scope 3 emissions (focusing on purchased goods and services and upstream transportation suppliers). Our ability to meet these and other related goals depends in part on significant technological advancements with respect to the development and availability of reliable, affordable and sustainable alternative solutions, including electric and other alternative fuel vehicles as well as alternative energy sources, which may not be developed or be available to us in the timeframe needed to achieve these goals. In addition, we may determine that it is in our best interests to revise our current goals based on economic or regulatory factors, business strategy or other factors. If we change or do not meet our publicly stated goals, then we may experience a negative reaction from the media, stockholders, activists and other interested stakeholders, and any perception that we have failed to act responsibly regarding climate change, whether or not valid, could result in adverse publicity and negatively affect our business and reputation. While we remain committed to being responsive to climate change and reducing our greenhouse gas footprint, there can be no assurance that our goals and strategic plans to achieve those goals will be successful, that the costs related to climate transition will not be higher than expected, that the necessary technological advancements will occur in the timeframe we expect, or at all, or that proposed regulation or deregulation related to climate change will not have a negative competitive impact, any one of which could have a material adverse effect on our business, financial condition and results of operations.

Source: Item 1A, 10-K 0000096021-26-000033 vs Item 1A, 10-K 0000096021-25-000099

MD&A 198 words changed in this paragraph; it is 61% similar to last year's version.
2026 2025 2024 Change in Dollars %/bps Change (In millions, except for share and per share data) Other expense (GAAP) $ 102 $ 38 $ 64 NM Impact of deal contingent rate lock transactions (4) (54) — (54) NM Other expense adjusted for Certain Items (Non-GAAP) $ 48 $ 38 $ 10 26.3% Net earnings (GAAP) $ 1,757 $ 1,828 $ (71) (3.9)% Impact of restructuring and transformational project costs (2) 287 183 104 56.8 Impact of acquisition-related costs (3) 232 160 72 45.0 Impact of goodwill impairment — 92 (92) NM Impact of bridge loan amortization (4) 30 — 30 NM Impact of deal contingent rate lock transactions (4) 54 — 54 NM Tax impact of restructuring and transformational project costs (5) (69) (42) (27) (64.3) Tax impact of acquisition-related costs (5) (56) (37) (19) (51.4) Tax impact of goodwill impairment (4) (10) (5) — (10) 10 NM Tax impact of bridge loan amortization (5) (7) — (7) NM Tax impact of deal contingent rate lock transactions (5) (13) — (13) NM Impact of other non-routine tax adjustments 10 — 10 (10) NM Net earnings adjusted for Certain Items (Non-GAAP) $ 2,215 $ 2,184 $ 2,167 $ 17 0.8% 31 1.4% Diluted earnings per share (GAAP) $ 3.66 $ 3.73 $ 3.89 $ (0.16) (4.1)% (0.07) (1.9)% Impact of restructuring and transformational project costs (2) 0.60 0.37 0.24 0.13 54.2 0.23 62.2 Impact of acquisition-related costs (3) 0.48 0.33 0.32 0.01 3.1 0.15 45.5 Impact of goodwill impairment 0.19 — 0.19 (0.19) NM Impact of bridge loan amortization (4) 0.06 — 0.06 NM Impact of deal contingent rate lock transactions (4) 0.11 — 0.11 NM Tax impact of restructuring and transformational project costs (4) (5) (0.14) (0.09) (0.06) (0.03) (50.0) (0.05) (55.6) Tax impact of acquisition-related costs (4) (5) (0.12) (0.08) (0.08) — — (0.04) (50.0) Tax impact of goodwill impairment (4) (0.02) (5) — (0.02) 0.02 NM Tax impact of bridge loan amortization (5) (0.01) — (0.01) NM Tax impact of deal contingent rate lock transactions (5) (0.03) — (0.03) NM Impact of other non-routine tax adjustments 0.02 — 0.02 (0.02) NM Diluted earnings per share adjusted for Certain Items (Non-GAAP) (5) (6) $ 4.61 $ 4.46 $ 4.31 $ 0.15 3.5% 3.4% Diluted shares outstanding 480,612,203 489,825,648 503,096,086

Source: Item 7, 10-K 0000096021-26-000033 vs Item 7, 10-K 0000096021-25-000099

Accounting Policies 74 words changed in this paragraph; it is 35% similar to last year's version.
In our annual fiscal 2025 2026 assessment, we concluded that one reporting unit, Guest Worldwide, had a fair value less than book value due to its recent financial performance and downward revisions in its long-range financial outlook. In the fourth quarter of fiscal 2025 we recorded a noncash goodwill impairment charge of $92 million for a portion of the goodwill attributable to our Guest Worldwide reporting unit. This charge is included within operating expenses in the consolidated results of operations. All other all reporting units were concluded to have a fair value that exceeded book value.

Source: Item 8, Note 1 – SUMMARY OF ACCOUNTING POLICIES, 10-K 0000096021-26-000033 vs Item 8, Note 1 – SUMMARY OF ACCOUNTING POLICIES, 10-K 0000096021-25-000099

Legal Proceedings 56 words changed in this paragraph; it is 73% similar to last year's version.
We have contracts with various third-party service providers to receive information technology services and warehouse management services. The services have been committed for periods up to fiscal 2036 and may be extended. As of June 28, 2025, 27, 2026, the total remaining cost of the services over that period is expected to be approximately $184 $318 million. A portion of this committed amount may be reduced by Sysco utilizing less than estimated resources and can be increased by Sysco utilizing more than estimated resources. Certain agreements allow adjustments for inflation. Sysco may also cancel a portion or all of the services provided subject to termination fees that decrease over time. If Sysco were to terminate all of the services in fiscal 2027, the estimated termination fees incurred in fiscal 2027 would be approximately $21 million.

Source: Item 3, via Note 20 – COMMITMENTS AND CONTINGENCIES, 10-K 0000096021-26-000033 vs Item 3, via Note 20 – COMMITMENTS AND CONTINGENCIES, 10-K 0000096021-25-000099

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of SYY's Risk Factors and MD&A, 10-K 2026-08-21 against 10-K 2025-08-22. Each links to the text at sec.gov.

AddedRisk Factors
The following is a summary of the principal risks that could materially and adversely affect our business, financial condition, results of operations and cash flows, or the value of our securities. This summary does not describe all of the risks we face and should be read together with the more detailed discussion of the risk factors set forth below in this Item 1A and elsewhere in this Annual Report on Form 10-K. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedRisk Factors
•The mergers are subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on us following the Transactions or that could delay, prevent or increase the costs associated with completion of the Transactions.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedRisk Factors
•Potential litigation against us could result in substantial costs, an injunction preventing the completion of the Transactions and/or a judgment resulting in the payment of damages.

Read it in 10-K 2026-08-21 at sec.gov ↗

Show the other 16
AddedRisk Factors
•The Transactions may not qualify for the expected tax treatment, which could make holders of our common stock subject to U.S. federal income tax in connection with the Transactions.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedRisk Factors
may not be able to effectively respond to changes in consumer health perceptions or resulting new laws or regulations or to adapt our menu offerings to trends in eating habits.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedRisk Factors
changes, including 100% bonus depreciation on qualified property. These provisions decreased cash taxes paid in fiscal 2026 and may change the timing of cash tax payments in future periods.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedMD&A
Total operating expenses increased 5.6% during fiscal 2026, as compared to fiscal 2025, driven by sales headcount investments, increased restructuring and transformational project costs, higher incentive compensation, and higher acquisition and due diligence costs. Adjusted operating expenses increased 5.1% during fiscal 2026, as compared to fiscal 2025, as a result of higher sales headcount investments and incentive compensation.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedMD&A
In fiscal 2027, we expect to achieve cost savings benefits through the continued use of technology, including artificial intelligence, and business efficiency initiatives across sales, merchandising, supply chain, and back office functions. Collectively, these efforts are expected to generate approximately $100 million of cost savings during fiscal 2027. In addition, we believe the advancements that have been made in our operational capabilities and ongoing investments in employee training will continue to drive supply chain productivity gains and reduce the cost to serve our customers.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedMD&A
In December 2025, we acquired Ginsberg’s Foods, a broadline distributor servicing restaurants, schools, and healthcare facilities across eastern New York and neighboring states. This acquisition opens opportunities to new customers while creating procurement efficiencies through Sysco buying programs and expanded access to Sysco brand products. This company’s results are included within U.S. Foodservice Operations and were not material to our results in fiscal 2026.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedMD&A
In March 2026, we announced that we had entered into the Merger Agreement, pursuant to which we would acquire Jetro Restaurant Depot, a leading U.S. wholesale cash-and-carry foodservice provider serving smaller, independent restaurants and businesses. JRD operates 167 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators with a broad assortment of fresh and low-priced products. The Transactions are expected to close by the third quarter of Sysco’s fiscal 2027, subject to the satisfaction of customary closing conditions, including regulatory clearance under the Hart-Scott-Rodino Act. We expect to incur increased operating expenses for acquisition-related costs in fiscal 2027. See Note 4, “Acquisitions,” in the Notes to the Consolidated Financial Statements in Item 8 for more information.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedMD&A
Sysco’s operations within the United Kingdom, located within the International Foodservice Operations segment, initiated a rebranding effort in the second quarter of fiscal 2026 to transition the Brakes® brand and other smaller brands to “Sysco GB.” This rebranding initiative will take approximately nineteen months to complete and will result in Sysco amortizing previously indefinite-lived intangible assets on a straight-line basis over nineteen month period. The rebranding is expected to result in approximately $100 million of additional amortization expense over nineteen months. $29 million of amortization expense was recorded in fiscal 2026 and approximately $76 million of amortization expense is expected to be recorded in fiscal 2027. This amortization expense is treated as a Certain Item, which is consistent with our treatment of amortization expense of other previously acquired intangible assets.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedMD&A
The cash portion of the purchase price of the Transactions is expected to be financed with a combination of new senior unsecured notes, hybrid debt, cash on hand and equity or equity-linked securities. Sysco has executed a commitment letter for a $22 billion senior unsecured 364-day bridge loan facility that could be used to fund the cash portion of the purchase price and pay related fees and expenses. Subsequent to the execution of the bridge loan facility, Sysco entered into a $3 billion senior unsecured delayed draw term loan facility, comprised of a $1.25 billion 364-day tranche and a $1.75 billion 2-year tranche, reducing the bridge loan facility commitments from $22 billion to $19 billion. Fees paid upfront for this facility as of August 4, 2026 total $126 million and will be amortized to interest expense within our statement of consolidated results of operations over the expected life of the bridge facility unless it is terminated at an earlier date. This bridge facility added approximately $30 million of interest expense in fiscal 2026 and is expected to add approximately $96 million of interest expense in fiscal 2027.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedMD&A
Additionally, Sysco has executed cash-settled deal contingent rate lock transactions to mitigate interest rate risk on $6.3 billion of future permanent debt that could potentially be issued to finance the Transactions. As these interest rate lock transactions are contingent upon whether the Transactions are successfully consummated, we have not elected to apply hedge accounting at this time, and any unrealized gains or losses will be recognized in Other expense (income), net within our statement of consolidated results of operations. Sysco incurred approximately $54 million in losses on these rate lock transactions in the fourth quarter of fiscal 2026, which was recorded to Other expense (income), net. Our incremental interest expense from the bridge loan facility and any fair value gains or losses on these interest rate locks are treated as Certain Items. The exact timing, aggregate principal amount, and specific terms of any future debt or equity issuances related to the Transactions have not been finalized and remain subject to prevailing market conditions, investor demand, and macroeconomic factors. See Note 12, “Debt and Other Financing Arrangements,” and Note 10, “Derivative Financial Instruments” in the Notes to the Consolidated Financial Statements in Item 8 for more information.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedMD&A
The following represents our results by reportable segments:Year Ended Jun. 27, 2026 U.S. Foodservice Operations International Foodservice Operations SYGMA Other Global Support Center Consolidated Totals (In millions) Sales $ 58,803 $ 16,042 $ 8,623 $ 1,085 $ — $ 84,553 Sales increase (decrease) 3.2 % 7.6 % 2.5 % (0.5) % 3.9 % Percentage of total 69.5 % 19.0 % 10.2 % 1.3 % 100.0 % Operating income (loss) $ 3,518 $ 463 $ 94 $ 30 $ (1,010) $ 3,095 Operating income increase 0.1 % 5.9 % 16.0 % 141.1 % 0.2 % Percentage of total segments 85.7 % 11.3 % 2.3 % 0.7 % 100.0 % Operating income as a percentage of sales 6.0 % 2.9 % 1.1 % 2.8 % 3.7 %

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedMD&A
Other expense (income), net increased $64 million for fiscal 2026, as compared to fiscal 2025, primarily due to a $54 million loss on deal contingent rate lock transactions in fiscal 2026. During fiscal 2026 we have executed cash-settled deal contingent rate lock transactions to mitigate interest rate risk on future permanent debt that could potentially be issued to finance the purchase of JRD.

Read it in 10-K 2026-08-21 at sec.gov ↗

AddedMD&A
(4) Fiscal year 2026 includes amortization expense associated with debt issuance costs on a bridge loan facility and a loss on deal contingent rate lock transactions, both of which are related to the planned acquisition of Jetro Restaurant Depot.

Read it in 10-K 2026-08-21 at sec.gov ↗

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