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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q
(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2025
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-6544
________________
syylogoa03.jpg
Sysco Corporation
(Exact name of registrant as specified in its charter)
Delaware74-1648137
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

1390 Enclave Parkway, Houston, Texas                       77077-2099
(Address of principal executive offices)                     (Zip Code)

Registrant’s telephone number, including area code:
(281) 584-1390

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $1.00 Par ValueSYYNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☑Accelerated Filer☐
Non-accelerated Filer☐Smaller Reporting Company☐
(Do not check if a smaller reporting company)Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐    No þ

478,861,056 shares of common stock were outstanding as of October 10, 2025.

1

TABLE OF CONTENTS
  
 PART I – FINANCIAL INFORMATIONPage No.
 PART II – OTHER INFORMATION 
   
 






PART I – FINANCIAL INFORMATION
Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In millions, except for share data)
 Sep. 27, 2025Jun. 28, 2025
 (unaudited)
ASSETS
Current assets
Cash and cash equivalents$844 $1,071 
Accounts receivable, less allowances of $46 and $17
5,800 5,502 
Inventories5,377 5,053 
Prepaid expenses and other current assets387 338 
Income tax receivable4 4 
Total current assets12,412 11,968 
Plant and equipment at cost, less accumulated depreciation5,936 6,084 
Other long-term assets
Goodwill5,190 5,231 
Intangibles, less amortization1,043 1,080 
Deferred income taxes490 497 
Operating lease right-of-use assets, net1,172 1,131 
Other assets801 783 
Total other long-term assets8,696 8,722 
Total assets$27,044 $26,774 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable$6,492 $6,512 
Accrued expenses2,166 2,268 
Accrued income taxes117 51 
Current operating lease liabilities141 136 
Current maturities of long-term debt1,894 949 
Total current liabilities10,810 9,916 
Long-term liabilities
Long-term debt11,459 12,360 
Deferred income taxes351 345 
Long-term operating lease liabilities1,087 1,049 
Other long-term liabilities1,226 1,247 
Total long-term liabilities14,123 15,001 
Noncontrolling interest44 27 
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none
— — 
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares
765 765 
Paid-in capital2,010 1,986 
Retained earnings13,262 13,061 
Accumulated other comprehensive loss(1,129)(1,098)
Treasury stock at cost, 286,624,506 and 287,678,658 shares
(12,841)(12,884)
Total shareholders’ equity2,067 1,830 
Total liabilities and shareholders’ equity$27,044 $26,774 
Note: The June 28, 2025 balance sheet has been derived from the audited financial statements at that date.

See Notes to Consolidated Financial Statements
1

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In millions, except for share and per share data)
 13-Week Period Ended
 Sep. 27, 2025Sep. 28, 2024
Sales$21,148 $20,484 
Cost of sales17,247 16,731 
Gross profit3,901 3,753 
Operating expenses3,101 2,945 
Operating income800 808 
Interest expense172 160 
Other expense (income), net 28 6 
Earnings before income taxes600 642 
Income taxes124 152 
Net earnings$476 $490 
  
Net earnings:  
Basic earnings per share$0.99 $1.00 
Diluted earnings per share0.99 0.99 
Average shares outstanding478,761,180 492,023,827 
Diluted shares outstanding480,365,666 493,785,973 

See Notes to Consolidated Financial Statements
2

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions)
 13-Week Period Ended
 Sep. 27, 2025Sep. 28, 2024
Net earnings$476 $490 
Other comprehensive income (loss):
Foreign currency translation adjustment(65)168 
Items presented net of tax:
Amortization of cash flow hedges1 1 
Change in net investment hedges13 (13)
Change in cash flow hedges10 (14)
Amortization of actuarial loss5 5 
Net actuarial gain and other adjustments arising in current year4 23 
Change in marketable securities1 3 
Total other comprehensive income (loss)(31)173 
Comprehensive income$445 $663 

See Notes to Consolidated Financial Statements
3

Sysco Corporation and its Consolidated Subsidiaries
CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited)
(In millions, except for share data)


Accumulated
Other Comprehensive
Loss
 Common StockPaid-in
Capital		Retained
Earnings		Treasury Stock 
 SharesAmountSharesAmountsTotals
Balance as of June 28, 2025765,174,900 $765 $1,986 $13,061 $(1,098)287,678,658 $(12,884)$1,830 
Net earnings476 476 
Other comprehensive income (loss)(31)(31)
Dividends declared ($0.54 per common share)
(259)(259)
Share-based compensation awards24 (1,054,152)43 67 
Adjustments to redeemable non-controlling interest(16)(16)
Balance as of September 27, 2025765,174,900 $765 $2,010 $13,262 $(1,129)286,624,506 $(12,841)$2,067 
Accumulated
Other Comprehensive
Loss
 Common StockPaid-in
Capital		Retained
Earnings		Treasury Stock 
 SharesAmountSharesAmountsTotals
Balance as of June 29, 2024765,174,900 $765 $1,908 $12,260 $(1,339)273,416,685 $(11,734)$1,860 
Net earnings490 490 
Other comprehensive income (loss)173 173 
Dividends declared ($0.51 per common share)
(252)(252)
Treasury stock purchases1,460,065 (109)(109)
Share-based compensation awards17 (772,402)28 45 
Balance as of September 28, 2024765,174,900 $765 $1,925 $12,498 $(1,166)274,104,348 $(11,815)$2,207 

See Notes to Consolidated Financial Statements

4


Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS (Unaudited)
(In millions)
 13-Week Period Ended
 Sep. 27, 2025Sep. 28, 2024
Cash flows from operating activities:
Net earnings$476 $490 
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense31 30 
Depreciation and amortization233 235 
Operating lease asset amortization37 34 
Amortization of debt issuance and other debt-related costs4 4 
Deferred income taxes(5)(17)
Provision for losses on receivables30 21 
Other non-cash items8 (40)
Additional changes in certain assets and liabilities, net of effect of businesses acquired:
Increase in receivables(349)(427)
Increase in inventories(335)(287)
Increase in prepaid expenses and other current assets(42)(16)
Increase in accounts payable82 27 
Decrease in accrued expenses(83)(128)
Decrease in operating lease liabilities(49)(42)
Increase in accrued income taxes66 140 
(Increase) decrease in other assets(11)2 
(Decrease) increase in other long-term liabilities(7)27 
Net cash provided by operating activities86 53 
Cash flows from investing activities:
Additions to plant and equipment(160)(122)
Proceeds from sales of plant and equipment24 77 
Purchase of marketable securities— (12)
Proceeds from sales of marketable securities7 10 
Other investing activities22 1 
Net cash used for investing activities(107)(46)
Cash flows from financing activities:
Bank and commercial paper borrowings, net76 240 
Other debt borrowings including senior notes2 3 
Other debt repayments including senior notes(42)(44)
Proceeds from stock option exercises43 29 
Stock repurchases— (108)
Dividends paid(259)(251)
Other financing activities(15)— 
Net cash used for financing activities(195)(131)
Effect of exchange rates on cash, cash equivalents and restricted cash(6)13 
Net decrease in cash, cash equivalents and restricted cash(222)(111)
Cash, cash equivalents and restricted cash at beginning of period1,349 945 
Cash, cash equivalents and restricted cash at end of period$1,127 $834 
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest$178 $144 
Income taxes, net of refunds31 26 


See Notes to Consolidated Financial Statements
5

Sysco Corporation and its Consolidated Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or the “company” as used in this Form 10-Q refer to Sysco Corporation together with its consolidated subsidiaries and divisions.

1.  BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the company, without an audit. The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income, changes in consolidated shareholders’ equity and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income, cash flows and changes in shareholders’ equity for all periods presented have been made.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2025 (our “fiscal 2025 Form 10-K”). Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

Supplemental Balance Sheet Information

Supplier Financing Programs

We have agreements with third parties to provide supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations from the company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the company prior to their scheduled due dates at a discounted price to participating financial institutions. Obligations of the company that have been confirmed as valid require payment by Sysco upon the due date of the obligation.

Our outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the consolidated balance sheets, are as follows:
Sep. 27, 2025Jun. 28, 2025
(In millions)
Financed payment obligations$111 $93 

Accounts Receivable, Less Allowances

We utilize arrangements to sell portions of our trade accounts receivable to third-party financial institutions on a non-recourse basis in exchange for cash. The arrangements meet the requirements for the receivables transferred to be accounted for as sales and are accounted for as a reduction in trade receivables. Proceeds from the sales are reported net of negotiated discount and are recorded as a reduction to accounts receivable outstanding in the company’s consolidated balance sheets and as cash flows from operating activities in the company’s consolidated statements of cash flows. Accounts receivable sold under these arrangements were $1.4 billion and $1.9 billion for the first 13 weeks of fiscal 2026 and 2025, respectively.

In certain instances, Sysco has continuing involvement subsequent to the transfer, limited to providing certain servicing and collection actions on behalf of the purchasers of the designated trade receivables. The outstanding aggregate principal amount of receivables that has been derecognized and remain outstanding was $206 million and $189 million at September 27, 2025 and June 28, 2025, respectively. We continue to service the receivables post-transfer on a non-recourse basis with no participating interest.

Supplemental Cash Flow Information

The following table sets forth our reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statement of cash flows:
6

Sep. 27, 2025Sep. 28, 2024
(In millions)
Cash and cash equivalents$844 $733 
Restricted cash (1)
283 101 
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows$1,127 $834 
(1)
Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs, as well as cash reserved for a future acquisition. Restricted cash is located within other assets in each consolidated balance sheet.

The following table sets forth our non-cash investing and financing activities:
Sep. 27, 2025Sep. 28, 2024
(In millions)
Non-cash investing and financing activities:
Plant and equipment acquired through financing programs$26 $105 
Assets obtained in exchange for finance lease obligations11 23 

2. NEW ACCOUNTING STANDARDS

Recent Accounting Guidance Adopted

Segment Reporting

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, (our fiscal 2025), and interim periods for our fiscal years beginning after December 15, 2024, (our first quarter of fiscal 2026), and should be applied on a retrospective basis to all periods presented. Sysco adopted ASU 2023-07 related to annual disclosure requirements effective with our fiscal 2025 Form 10-K. The newly required annual disclosures were included in Note 21 - Business Segment Information of the fiscal 2025 Form 10-K. We adopted ASU 2023-07 related to interim disclosure requirements effective with our first quarter fiscal 2026 10-Q filing. See Note 13 included in this Form 10-Q for the additional segment disclosures required as a result of the adoption. Adoption of ASU 2023-07 only impacted our financial statement disclosures, with no impacts to our financial position or results of operations.

Recent Accounting Guidance Not Yet Adopted

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, (our fiscal 2026), on a prospective basis. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2023-09 on our disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard update requires more detailed disclosures related to the types of expenses included within commonly presented income statement captions. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, (our fiscal 2028), and interim reporting periods for our fiscal years beginning after December 15, 2027, (our first quarter of fiscal 2029). Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. We are currently evaluating the effect of adopting ASU 2024-03 on our disclosures.

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which amends certain aspects of the accounting and disclosure of software costs under ASU 350-40. This ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, (our fiscal 2029), and interim reporting periods within those annual reporting periods, (our first quarter of fiscal 2029). Early adoption is permitted. The standard updates may be applied prospectively, retrospectively, or via a modified prospective transition method. We are currently evaluating the effect of adopting ASU 2025-06 on our consolidated financial statements and disclosures.

3. REVENUE

We recognize revenues when our performance obligations are satisfied in an amount that reflects the consideration Sysco expects to be entitled to receive in exchange for those goods and services. Customer receivables, which are included in accounts receivable, less allowances in the consolidated balance sheet, were $5.5 billion and $5.1 billion as of September 27, 2025 and June 28, 2025, respectively.

The following tables present our sales disaggregated by reportable segment and sales mix for the company’s principal product categories for the periods presented:
13-Week Period Ended Sep. 27, 2025
US Foodservice OperationsInternational Foodservice OperationsSYGMAOtherTotal
(In millions)
Principal Product Categories
Fresh and frozen meats$2,935 $624 $607 $— $4,166 
Canned and dry products2,732 754 260 — 3,746 
Frozen fruits, vegetables, bakery and other2,070 741 326 — 3,137 
Dairy products1,584 462 143 — 2,189 
Poultry1,500 307 287 — 2,094 
Fresh produce1,314 288 75 — 1,677 
Paper and disposables1,065 141 203 12 1,421 
Beverage products418 211 157 21 807 
Seafood588 132 43 — 763 
Equipment and smallwares 275 52 6 124 457 
Other (1)
299 254 22 116 691 
Total Sales$14,780 $3,966 $2,129 $273 $21,148 
(1)
Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.

7

13-Week Period Ended Sep. 28, 2024
US Foodservice OperationsInternational Foodservice OperationsSYGMAOtherTotal
(In millions)
Principal Product Categories
Canned and dry products$2,678 $837 $247 $— $3,762 
Fresh and frozen meats2,607 542 535 — 3,684 
Frozen fruits, vegetables, bakery and other2,037 702 331 — 3,070 
Dairy products1,613 432 124 — 2,169 
Poultry1,512 288 296 — 2,096 
Fresh produce1,345 291 72 — 1,708 
Paper and disposables1,047 139 200 14 1,400 
Beverage products384 187 156 21 748 
Seafood547 113 35 — 695 
Equipment and smallwares 310 52 29 122 513 
Other (1)
282 211 21 125 639 
Total Sales$14,362 $3,794 $2,046 $282 $20,484 
(1)
Other sales relate to certain non-food products, including textiles and amenities for our hotel supply business, other janitorial products, and medical supplies.

4.  FAIR VALUE MEASUREMENTS

Sysco’s policy is to invest only in high-quality investments. The fair values of our cash deposits and money market funds included in cash equivalents are valued using inputs that are considered a Level 1 measurement. Other cash equivalents, such as time deposits and highly liquid instruments with original maturities of three months or less, are valued using inputs that are considered a Level 2 measurement. The fair value of our marketable securities is measured using inputs that are considered a Level 2 measurement, as they rely on quoted prices in markets that are not actively traded or observable inputs over the full term of the asset. The location and the fair value of the company’s marketable securities in the consolidated balance sheet are disclosed in Note 5, “Marketable Securities.” The fair value of our derivative instruments is measured using inputs that are considered a Level 2 measurement, as they are not actively traded and are valued using pricing models that use observable market quotations. The location and the fair values of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 6, “Derivative Financial Instruments.”

8

The following tables present our assets measured at fair value on a recurring basis as of September 27, 2025 and June 28, 2025:
 Assets Measured at Fair Value as of Sep. 27, 2025
 Level 1Level 2Level 3Total
 (In millions)
Assets:
Cash and cash equivalents$340 $— $— $340 
Restricted cash283 — — 283 
Total assets at fair value$623 $— $— $623 
 Assets Measured at Fair Value as of Jun. 28, 2025
 Level 1Level 2Level 3Total
 (In millions)
Assets:
Cash and cash equivalents$466 $— $— $466 
Restricted cash277 — — 277 
Total assets at fair value$743 $— $— $743 
The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities. The fair value of our total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt and is considered a Level 2 measurement. The fair value of total debt was approximately $13.1 billion as of September 27, 2025 and $12.8 billion as of June 28, 2025, while the carrying value was $13.4 billion as of September 27, 2025 and $13.3 billion as of June 28, 2025.

9

5. MARKETABLE SECURITIES

Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. We include fixed income securities maturing in less than 12 months within prepaid expenses and other current assets. Fixed income securities maturing in more than 12 months are included within other assets in the accompanying consolidated balance sheets. We record the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.

Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in accumulated other comprehensive loss. There were no significant credit losses recognized in the first 13 weeks of fiscal 2026.

The following table presents our available-for-sale marketable securities as of September 27, 2025 and June 28, 2025:
Sep. 27, 2025
Amortized Cost BasisGross Unrealized GainsGross Unrealized LossesFair ValueShort-Term Marketable SecuritiesLong-Term Marketable Securities
(In millions)
Fixed income securities:
Corporate bonds$97 $1 $(1)$97 $15 $82 
Government bonds29 — (1)28 2 26 
Total marketable securities$126 $1 $(2)$125 $17 $108 
Jun. 28, 2025
Amortized Cost BasisGross Unrealized GainsGross Unrealized LossesFair ValueShort-Term Marketable SecuritiesLong-Term Marketable Securities
(In millions)
Fixed income securities:
Corporate bonds$104 $1 $(1)$104 $15 $89 
Government bonds29 — (1)28 — 28 
Total marketable securities$133 $1 $(2)$132 $15 $117 

As of September 27, 2025, the balance of available-for-sale securities by contractual maturity is shown in the following table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

Sep. 27, 2025
(In millions)
Due in one year or less$17 
Due after one year through five years71 
Due after five years 37 
Total$125 

There were no significant realized gains or losses in marketable securities in the first 13 weeks of fiscal 2026.

6. DERIVATIVE FINANCIAL INSTRUMENTS

Sysco uses derivative financial instruments to enact hedging strategies for risk mitigation purposes; however, we do not use derivative financial instruments for trading or speculative purposes. Hedging strategies are used to manage interest rate risk, foreign currency risk and fuel price risk.

10

Hedging of interest rate risk

Sysco manages its debt portfolio with interest rate swaps from time to time to achieve an overall desired position of fixed and floating rates. The interest rate swaps are designated as fair value hedges and gains or losses on the hedges impact interest expense within the consolidated statements of income.

Hedging of foreign currency risk

Sysco has cross-currency swaps that hedge the foreign currency exposure of our net investment in certain foreign
operations. These cross-currency swaps are designated as net investment hedges with gains and losses recognized within accumulated other comprehensive income (loss).

Sysco routinely manages foreign currency risk with spot and forward-rate cross-currency swaps on foreign-denominated balances. The swaps are designated as fair value hedges and for swaps hedging the change in foreign currency spot rates, we have elected to exclude the changes in fair value of the forward points from the assessments of hedge effectiveness. Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the item being hedged, including the earnings impact of the excluded components. Unrealized gains or losses on components excluded from hedge effectiveness are recorded within accumulated other comprehensive income (loss) and recognized into earnings over the life of the hedged instrument.

Sysco’s operations in Europe have inventory purchases denominated in currencies other than their functional currency, such as the Euro, U.S. dollar, Polish zloty and Danish krone. Accounts payable associated with these inventory purchases give rise to foreign currency exposure between the functional currency of each entity and these currencies. We periodically enter into foreign currency forward swap contracts to sell the applicable entity’s functional currency and buy currencies matching the inventory purchase, which operate as cash flow hedges of the company’s foreign currency-denominated inventory purchases.

Hedging of fuel price risk

Sysco uses fuel commodity swap contracts to hedge against the risk of the change in the price of diesel fuel on anticipated future purchases. These swaps are designated as cash flow hedges.

11

None of our hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging instruments as of September 27, 2025 are presented below:

Maturity Date of the Hedging InstrumentCurrency / Unit of MeasureNotional Value
(In millions)
Hedging of interest rate risk
January 2034U.S. Dollar500
March 2035U.S. Dollar550
Hedging of foreign currency risk
January 2029Euro470
September 2030Canadian Dollar998
Hedging of fuel risk
Various (September 2025 to April 2027)Gallons72

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheets as of September 27, 2025 and June 28, 2025 are as follows:

 Derivative Fair Value
 Balance Sheet locationSep. 27, 2025Jun. 28, 2025
(In millions)
Fair Value Hedges:
Interest rate swapsPrepaid expenses and other current assets$3 $— 
Interest rate swapsOther assets31 31 
Interest rate swapsAccrued expenses— 1 
Cash Flow Hedges:
Fuel swapsPrepaid expenses and other current assets$5 $— 
Fuel swapsOther assets2 — 
Fuel swapsAccrued expenses1 7 
Fuel swapsOther long-term liabilities— 2 
Net Investment Hedges:
Cross currency swapsPrepaid expenses and other current assets$15 $11 
Cross currency swapsOther assets63 55 
Cross currency swapsAccrued expenses3 2 
Cross currency swapsOther long-term liabilities128 134 

Gains or losses recognized in the consolidated results of operations for cash flow hedging relationships are not significant for each of the periods presented. The location and amount of gains or losses recognized in the consolidated results of operations for fair value hedging relationships for each of the periods, presented on a pretax basis, are as follows:
12

13-Week Period Ended
Sep. 27, 2025Sep. 28, 2024
(In millions)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value hedges are recorded$200 $166 
Gain or (loss) on fair value hedging relationships:
Interest rate swaps:
Hedged items$(19)$(33)
Derivatives designated as hedging instruments3 25 
Cross currency swaps and foreign currency forwards:
Hedged items$— $(4)
Derivatives designated as hedging instruments— 4 

The gains and losses on the fair value hedging relationships associated with the hedged items as disclosed in the table above consist of the following components for each of the periods presented:
13-Week Period Ended
Sep. 27, 2025Sep. 28, 2024
(In millions)
Interest expense$(15)$(8)
(Increase) decrease in fair value of debt(4)(25)
Foreign currency gain (loss)— (4)
Hedged items$(19)$(37)

The location and effect of cash flow, net investment, and excluded components of fair value hedges on the consolidated statements of comprehensive income for the 13-week periods ended September 27, 2025 and September 28, 2024, presented on a pretax basis, are as follows:

13

13-Week Period Ended Sep. 27, 2025
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on DerivativesLocation of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into IncomeAmount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
(In millions)(In millions)
Derivatives in cash flow hedging relationships:
Fuel swaps$13 Operating expense$1 
Derivatives in net investment hedging relationships:
Cross currency contracts$18 N/A$— 
13-Week Period Ended Sep. 28, 2024
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on DerivativesLocation of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into IncomeAmount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
(In millions)(In millions)
Derivatives in cash flow hedging relationships:
Fuel swaps$(19)Operating expense$— 
Foreign currency contracts(1)Cost of sales / Other income— 
Total$(20)$— 
Derivatives in net investment hedging relationships:
Cross currency contracts$(18)N/A$— 

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of September 27, 2025 are as follows:
Sep. 27, 2025
Carrying Amount of Hedged Assets (Liabilities)Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
(In millions)
Balance sheet location:
Long-term debt$(1,073)$(35)

The carrying amount of hedged liabilities in the consolidated balance sheet as of June 28, 2025 is $1.1 billion.

7. DEBT

On September 5, 2025, Sysco entered into a new long-term revolving credit facility, which replaces the $3.0 billion senior revolving credit facility that was originally entered into on April 29, 2022. The aggregate commitments of the lenders under the new long-term credit agreement are $3.0 billion, with an option to increase such commitments to $4.0 billion. The new facility includes a covenant requiring Sysco to maintain a ratio of consolidated EBITDA to consolidated interest expense of 3.0 to 1.0 over four consecutive fiscal quarters, which is consistent with our previous revolving credit facility. The new revolving credit facility expires on September 5, 2030. As of September 27, 2025, there were no borrowings outstanding under this facility.
14


We have a U.S. commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $3.0 billion. Any outstanding amounts are classified within long-term debt, as the program is supported by the long-term revolving credit facility noted above. As of September 27, 2025, there were no commercial paper issuances outstanding under this program. We also have a commercial paper program in Europe with borrowings not to exceed €500 million. As of September 27, 2025, there were €290 million (the equivalent of $339 million) in commercial paper issuances outstanding under this program.

The total carrying value of our debt was $13.4 billion as of September 27, 2025 and $13.3 billion as of June 28, 2025. The increase in the carrying value of our debt during the 13-week period ended September 27, 2025 was due to new commercial paper issuances and new leases in support of plant and equipment. In October 2025, Sysco repaid $750 million of matured senior notes that were classified within current maturities of long-term debt as of September 27, 2025.

Information regarding the guarantors of our registered debt securities is contained in the section captioned Guarantor Summarized Financial Information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this Form 10-Q.


8.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:
 13-Week Period Ended
 Sep. 27, 2025Sep. 28, 2024
 (In millions, except for share
and per share data)
Numerator:  
Net earnings$476 $490 
Denominator:
Weighted-average basic shares outstanding478,761,180 492,023,827 
Dilutive effect of share-based awards1,604,486 1,762,146 
Weighted-average diluted shares outstanding480,365,666 493,785,973 
Basic earnings per share$0.99 $1.00 
Diluted earnings per share$0.99 $0.99 

The number of securities that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 1,718,000 and 3,338,000 for the first 13 weeks of fiscal 2026 and 2025, respectively.

9.  OTHER COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustment, amounts related to certain hedging arrangements, amounts related to pension and other postretirement plans and changes in marketable securities. Comprehensive income was $445 million and $663 million for the first quarter of fiscal 2026 and fiscal 2025, respectively.

A summary of the components of other comprehensive income (loss) and the related tax effects for each of the periods presented is as follows:
15

  13-Week Period Ended Sep. 27, 2025
 Location of
Expense (Income) Recognized in
Net Earnings		Before Tax
Amount		TaxNet of Tax
Amount
  (In millions)
Foreign currency translation:
Foreign currency translation adjustmentN/A$(65)$— $(65)
Hedging instruments:
Other comprehensive income (loss) before reclassification adjustments:
Change in cash flow hedges
Operating expenses
13 3 10 
Change in net investment hedges N/A18 5 13 
Total other comprehensive income before reclassification adjustments31 8 23 
Reclassification adjustments:    
Amortization of cash flow hedgesInterest expense1 — 1 
Pension and other postretirement benefit plans:    
Other comprehensive income before
reclassification adjustments:
Net actuarial gain (loss) and other adjustments arising in the current yearOther expense, net5 1 4 
Total other comprehensive income before reclassification adjustments5 1 4 
Reclassification adjustments:    
Amortization of actuarial loss, netOther expense (income), net7 2 5 
Total reclassification adjustments7 2 5 
Marketable securities:
   Change in marketable securities
Other expense (income), net1 — 1 
Total other comprehensive income (loss)$(20)$11 $(31)
16

  13-Week Period Ended Sep. 28, 2024
 Location of
Expense (Income) Recognized in
Net Earnings		Before Tax
Amount		TaxNet of Tax
Amount
  (In millions)
Foreign currency translation:
Foreign currency translation adjustmentN/A$168 $— $168 
Hedging instruments:
Other comprehensive income before reclassification adjustments:
Change in cash flow hedgesOperating expenses(20)(6)(14)
Change in net investment hedgesN/A(18)(5)(13)
Total other comprehensive (loss) before reclassification adjustments(38)(11)(27)
Reclassification adjustments:
Amortization of cash flow hedgesInterest expense2 1 1 
Pension and other postretirement benefit plans:    
Other comprehensive income before reclassification adjustments:
Net actuarial gain and other adjustments arising in the current yearOther expense, net31 8 23 
Total other comprehensive income before reclassification adjustments31 8 23 
Reclassification adjustments:    
Amortization of actuarial loss, netOther expense (income), net7 2 5 
Total reclassification adjustments7 2 5 
Marketable securities:
Change in marketable securitiesOther expense (income), net4 1 3 
Total other comprehensive income (loss)$174 $1 $173 








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The following tables provide a summary of the changes in accumulated other comprehensive (loss) income for the periods presented:

 13-Week Period Ended Sep. 27, 2025
 Foreign Currency TranslationHedging,
net of tax		Pension and Other Postretirement Benefit Plans,
net of tax		Marketable Securities, net of taxTotal
 (In millions)
Balance as of Jun. 28, 2025$(120)$(59)$(918)$(1)$(1,098)
Equity adjustment from foreign currency translation(65)— — — (65)
Amortization of cash flow hedges— 1 — — 1 
Change in net investment hedges— 13 — — 13 
Change in cash flow hedges— 10 — — 10 
Amortization of unrecognized net actuarial losses— — 5 — 5 
Net actuarial gain and other adjustments arising in the current year— — 4 — 4 
Change in marketable securities— — — 1 1 
Balance as of Sep. 27, 2025$(185)$(35)$(909)$— $(1,129)


 13-Week Period Ended Sep. 28, 2024
 Foreign Currency TranslationHedging,
net of tax		Pension and Other Postretirement Benefit Plans,
net of tax		Marketable Securities, net of taxTotal
 (In millions)
Balance as of Jun. 29, 2024$(407)$(10)$(917)$(5)$(1,339)
Equity adjustment from foreign currency translation168 — — — 168 
Amortization of cash flow hedges— 1 — — 1 
Change in net investment hedges— (13)— — (13)
Change in cash flow hedges— (14)— — (14)
Amortization of unrecognized net actuarial losses— — 5 — 5 
Net actuarial gain and other adjustments arising in the current year— — 23 — 23 
Change in marketable securities— — — 3 3 
Balance as of Sep. 28, 2024$(239)$(36)$(889)$(2)$(1,166)












18



10.  SHARE-BASED COMPENSATION

Sysco provides compensation benefits to employees under several share-based payment arrangements, including various long-term employee stock incentive plans and the 2015 Employee Stock Purchase Plan (ESPP).

Stock Incentive Plans

In the first 13 weeks of fiscal 2026, options to purchase 721,368 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per option granted during the first 13 weeks of fiscal 2026 was $19.53.

In the first 13 weeks of fiscal 2026, employees were granted 451,638 performance share units (PSUs). Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents. The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For PSUs granted without dividend equivalents, the fair value is reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per PSU granted during the first 13 weeks of fiscal 2026 was $86.23. The PSUs will convert into shares of Sysco’s common stock at the end of the three-year performance period based on actual performance targets achieved, as well as the market-based return of Sysco’s common stock relative to that of each company within the S&P 500 index.

In the first 13 weeks of fiscal 2026, employees were granted 1,309,048 restricted stock units. The weighted average grant-date fair value per restricted stock unit granted during the first 13 weeks of fiscal 2026 was $77.50.

Employee Stock Purchase Plan

Plan participants purchased 287,991 shares of common stock under the ESPP during the first 13 weeks of fiscal 2026. The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $12.35 during the first 13 weeks of fiscal 2026. The fair value of each stock purchase right is estimated as the difference between the stock price at the date of issuance and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $31 million and $30 million for the first 13 weeks of fiscal 2026 and fiscal 2025, respectively.

As of September 27, 2025, there was a total of $219 million of unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 2.18 years.

11.  INCOME TAXES

Effective Tax Rate

For the first quarter of fiscal 2026, the company’s effective tax rate of 20.6% was lower than the company’s 21.0% statutory tax rate primarily as a result of a foreign income tax benefit, equity-based compensation excess tax benefits, and foreign exchange losses, partially offset by state income taxes.

For the first quarter of fiscal 2025, the company’s effective tax rate of 23.7% was higher than the company’s 21.0% statutory tax rate primarily as a result of state income taxes, partially offset by a foreign income tax benefit and equity-based compensation excess tax benefits.

Uncertain Tax Positions

As of September 27, 2025, the gross amount of unrecognized tax benefit and related accrued interest was $68 million and $18 million, respectively. It is reasonably possible the amount of the unrecognized tax benefit with respect to certain unrecognized tax positions of the company will increase or decrease in the next 12 months. At this time, an estimate of the range of the reasonably possible change cannot be made.

19

During the third quarter of fiscal 2023, Sysco received a Statutory Notice of Deficiency from the Internal Revenue Service, mainly related to foreign tax credits generated in fiscal 2018 from repatriated earnings primarily from our Canadian operations. In the fourth quarter of fiscal 2023, the company filed suit in the U.S. Tax Court challenging the validity of certain tax regulations related to the one-time transition tax on unrepatriated foreign earnings, which were enacted as part of the Tax Cuts and Jobs Act of 2017 (TCJA). The lawsuit seeks to have the court invalidate these regulations, which would affirm the company’s position regarding its foreign tax credits. Sysco has previously recorded a benefit of $131 million attributable to its interpretation of the TCJA and the Internal Revenue Code. If we are ultimately unsuccessful in defending our position, we may be required to reverse all, or some portion, of the benefit previously recorded.

Other

The Inflation Reduction Act includes provisions that allow for the transfer of certain federal clean energy tax credits (Transferable Tax Credits). In September 2025, we entered into a contract to purchase approximately $200 million of Transferable Tax Credits which will be applied against our fiscal 2026 federal income taxes.

The determination of our provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision for income taxes reflects income earned and taxed in the various U.S. federal and state, as well as foreign jurisdictions. Tax law changes, increases or decreases in permanent book versus tax basis differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and our change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

12.  COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Sysco is engaged in various legal proceedings that have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable. When probable and reasonably estimable, the losses have been accrued. Although the final results of legal proceedings cannot be predicted with certainty, based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the company.

13.  BUSINESS SEGMENT INFORMATION

Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are located in North America and Europe. Under the accounting provisions related to disclosures about segments of an enterprise, we have aggregated certain operating segments into three reportable segments. “Other” financial information is attributable to our other operating segments that do not meet the quantitative disclosure thresholds.

•U.S. Foodservice Operations – primarily includes (a) our U.S. Broadline operations, which distribute a full line of food products, including custom-cut meat, seafood, produce, specialty Italian, specialty imports and a wide variety of non-food products and (b) our U.S. Specialty operations, which include our FreshPoint fresh produce distribution business, our Buckhead | Newport Meat & Seafood specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Inc., our Edward Don restaurant equipment and supplies distribution business, our Asian specialty distribution company and a number of other small specialty businesses that are not material to the operations of Sysco;
•International Foodservice Operations – includes operations outside of the United States (U.S.), which distribute a full line of food products and a wide variety of non-food products. The Americas primarily consists of operations in Canada, Bahamas, Costa Rica and Panama, as well as our export operations that distribute to international customers. Our European operations primarily consist of operations in the United Kingdom (U.K.), France, Ireland and Sweden;
•SYGMA – our U.S. customized distribution operations serving quick-service chain restaurant customer locations; and
•Other – primarily our hotel supply operations, Guest Worldwide.
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The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Our Global Support Center expenses generally include all expenses of the corporate office and Sysco’s shared service operations. Collectively, our Global Support Center provides numerous centralized services to our operating sites and performs support activities for employees, suppliers and customers. These services include customer and vendor contract administration, finance, legal, information technology, risk management and insurance, sales and marketing, merchandising, inbound logistics, human resources, and strategy. Expenses for the Global Support Center primarily consist of payroll costs for employees assigned to these operations, including severance, if any, all U.S. share-based compensation costs, and certain information technology, self-insurance, and depreciation expenses.

Our chief operating decision maker (CODM) is our chief executive officer, who is responsible for setting the company's strategic direction, managing overall operations, and is the main point of communication between the board of directors and key operational personnel within the organization. The CODM regularly reviews financial results, operating performance, and capital expenditures of our reportable segments. Our CODM uses operating income as a primary measure of segment performance and as a comparison between each of our segments. Operating income is defined as income before interest expense, other expense (income), net, and income taxes. The significant expense categories and amounts presented below align with the segment-level information that is regularly provided to the CODM. The following tables set forth certain financial information for Sysco’s business segments.

13-Week Period Ended September 27, 2025
U.S. Foodservice OperationsInternational Foodservice OperationsSYGMAOtherTotal
(In millions)
Sales$14,780 $3,966 $2,129 $273 $21,148 
Less:
Cost of sales11,957 3,140 1,959 205 17,261 
Operations expense1,201 446 129 34 1,810 
Selling, general & administrative expense742 266 16 30 1,054 
Total segment operating income880 114 25 4 1,023 
Global Support Center(223)
Total operating income800 
Interest expense172 
Other expense (income), net28 
Earnings before income taxes$600 
13-Week Period Ended September 28, 2024
U.S. Foodservice OperationsInternational Foodservice OperationsSYGMAOtherTotal
(In millions)
Sales$14,362 $3,794 $2,046 $282 $20,484 
Less:
Cost of sales11,615 3,020 1,883 210 16,728 
Operations expense1,202 427 128 34 1,791 
Selling, general & administrative expense637 246 17 29 929 
Total segment operating income908 101 18 9 1,036 
Global Support Center(228)
Total operating income808 
Interest expense160 
Other expense (income), net6 
Earnings before income taxes$642 

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13-Week Period Ended13-Week Period Ended
Sep. 27, 2025Sep. 28, 2024
Depreciation and amortization:(In millions)
U.S. Foodservice Operations$139 $130 
International Foodservice Operations62 66 
SYGMA8 8 
Other2 2 
Total segments211 206 
Global Support Center22 29 
Total$233 $235 
13-Week Period Ended13-Week Period Ended
Sep. 27, 2025Sep. 28, 2024
Capital Expenditures:(In millions)
U.S. Foodservice Operations$28 $29 
International Foodservice Operations61 42 
SYGMA1 4 
Other6 6 
Total segments96 81 
Global Support Center64 41 
Total$160 $122 
Sep. 27, 2025Jun. 28, 2025
Assets:(In millions)
U.S. Foodservice Operations$13,685 $13,169 
International Foodservice Operations8,268 8,119 
SYGMA923 922 
Other517 516 
Total segments23,393 22,726 
Global Support Center3,651 4,048 
Total$27,044 $26,774 
22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with our consolidated financial statements as of June 28, 2025, and for the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our fiscal 2025 Form 10-K, as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

Highlights

Our first quarter of fiscal 2026 results included sales growth of 3.2% as compared to the first quarter of fiscal 2025, driven by increased sales in our U.S. Foodservice Operations, International Foodservice Operations, and SYGMA segments. Our gross profit increased 3.9% compared to the first quarter of fiscal 2025, due to product cost savings driven by strategic sourcing initiatives. Operating income decreased 1.0% compared to the first quarter of fiscal 2025, due to increased restructuring and transformational project costs and acquisition-related costs. We consider these “Certain Item” expenses (as defined below). Excluding Certain Item expenses, adjusted operating income increased 2.9% as compared to the first quarter of fiscal 2025. Our net earnings for the first quarter of fiscal 2026 decreased 2.9% as compared to the first quarter of fiscal 2025. Excluding Certain Item expenses, adjusted net earnings increased by 2.0% as compared to the first quarter of fiscal 2025. See below for a comparison of our fiscal 2026 results to our fiscal 2025 results, both including and excluding Certain Items.

Comparisons of results from the first quarter of fiscal 2026 to the first quarter of fiscal 2025 are presented below:

•Sales:
◦increased 3.2%, or $664 million, to $21.1 billion;
•Operating income:
◦decreased 1.0%, or $8 million, to $800 million;
◦adjusted operating income increased 2.9%, or $25 million, to $898 million;
•Net earnings:
◦decreased 2.9%, or $14 million, to $476 million;
◦adjusted net earnings increased 2.0%, or $11 million, to $551 million;
•Basic earnings per share:
◦decreased 1.0%, or $0.01, to $0.99 per share;
•Diluted earnings per share:
◦unchanged, at $0.99 per share;
◦adjusted diluted earnings per share increased 5.5%, or $0.06, to $1.15 per share;
•EBITDA:
◦decreased 3.1%, or $32 million, to $1.0 billion; and
◦adjusted EBITDA increased 0.1%, or $1 million, to $1.1 billion.

The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove: (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions.

The fiscal 2026 and fiscal 2025 items discussed above are collectively referred to as “Certain Items.” The results of our operations can be impacted by changes in exchange rates applicable to converting from local currencies to U.S. dollars. We measure our results on a constant currency basis.

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Trends

Economic and Industry Trends

Foot traffic to restaurant trends experienced a sequential improvement of 60 basis points for the first quarter of fiscal 2026 as compared to foot traffic to restaurant trends experienced in the fourth quarter of fiscal 2025. Our U.S. Foodservice Operations local case growth trends experienced a sequential improvement of 120 basis points during the same time period, outpacing the industry’s foot traffic improvement trends. The macroeconomic environment was similar in the first quarter of fiscal 2026 as compared to the two prior fiscal quarters, which has continued to adversely impact consumer sentiment. Despite the current macroeconomic landscape, we expect to grow both sales and net earnings per share in fiscal 2026. We believe the food-away-from-home sector is a healthy, long-term growth market, and Sysco is diversified and well positioned as a market leader in food service.

Sales and Gross Profit Trends

Sales increased 3.2% in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025. Our sales and gross profit performance are influenced by multiple factors, including price, volume, inflation, customer mix and product mix. We experienced a 0.1% increase in U.S. Foodservice Operations case volume in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025. Our volume growth trends were attributable to national case volume increasing 0.7% and local volume decreasing 0.2% in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025. Our volume reflects our broadline and specialty businesses. Beginning in fiscal 2026, we are now including volumes from our specialty meat business for all periods presented.

We experienced inflation at a rate of 3.4% in the first quarter of fiscal 2026, at the total enterprise level, primarily driven by inflation in the meat and seafood categories. We continue to manage inflation by successfully passing on cost increases to our customers in a timely manner. Gross margin increased 13 basis points in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, primarily due to benefits from our strategic sourcing initiatives.

Operating Expense Trends

Total operating expenses were $3.1 billion in the first quarter of fiscal 2026, a 5.3% increase compared to the first quarter of fiscal 2025. Total adjusted operating expenses were $3.0 billion in the first quarter of fiscal 2026, a 4.3% increase as compared to the first quarter of fiscal 2025. Operating expenses increased primarily due to sales headcount investments, higher incentive compensation, and costs associated with expanded building capacity, including depreciation expense related to new facilities. Adjusted operating expenses were 14.2% of sales during the first quarter of fiscal 2026, which represents a 14-basis point increase as compared to the first quarter of fiscal 2025, as a result of planned investments in higher growth areas of the business with sales headcount, fleet, and building expansions.

Mergers and Acquisitions

In October 2025, we acquired Fairfax Meadow, a leading specialty meat supplier based in the United Kingdom. This acquisition follows our acquisition of Campbells Prime Meat last fiscal year and positions our team in the United Kingdom to achieve additional growth by leveraging additional specialty meat capabilities geographically. This company’s results will be included within International Foodservice Operations and are not expected to be material to our results of operations.

Strategy

Our purpose is “Connecting the World to Share Food and Care for One Another.” Purpose-driven companies are believed to perform better. We believe our purpose will assist us to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our Recipe for Growth transformation. This growth transformation is supported by strategic pillars that we believe will allow us to better serve our customers, including our digital, products and solutions, supply chain, customer teams, and future horizons strategies.

Our business transformation initiatives are progressing, which include promoting our specialty programs for produce, protein and Italian products, and our customer growth initiatives. From these actions, as a part of our Recipe for Growth, the benefits of our developing capabilities are apparent in the new customers we are winning and in the progress we are making toward increasing market share. We expect that, as our Recipe for Growth matures, the impact on our top-line growth will deliver profitable and consistent growth.

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Results of Operations

The following table sets forth the components of our consolidated results of operations expressed as a percentage of sales for the periods indicated:
 13-Week Period Ended
 Sep. 27, 2025Sep. 28, 2024
Sales100.0 %100.0 %
Cost of sales81.6 81.7 
Gross profit18.4 18.3 
Operating expenses14.6 14.4 
Operating income3.8 3.9 
Interest expense0.8 0.8 
Other expense (income), net0.2 — 
Earnings before income taxes2.8 3.1 
Income taxes0.5 0.7 
Net earnings2.3 %2.4 %

25

The following table sets forth the change in the components of our consolidated results of operations expressed as a percentage increase or decrease over the comparable period in the prior year:
 13-Week Period Ended
Sep. 27, 2025
Sales3.2 %
Cost of sales3.1 
Gross profit3.9 
Operating expenses5.3 
Operating income(1.0)
Interest expense7.5 
Other expense (income), net (1)
366.7 
Earnings before income taxes(6.5)
Income taxes(18.4)
Net earnings(2.9)%
Basic earnings per share(1.0)%
Diluted earnings per share— 
Average shares outstanding(2.7)
Diluted shares outstanding(2.7)
(1)
Other expense (income), net was expense of $28 million and $6 million in the first quarter of fiscal 2026 and fiscal 2025, respectively.

The following tables represent our results by reportable segments:
 13-Week Period Ended Sep. 27, 2025
 U.S. Foodservice OperationsInternational Foodservice OperationsSYGMAOtherGlobal Support CenterConsolidated
Totals
 (In millions)
Sales$14,780 $3,966 $2,129 $273 $— $21,148 
Sales increase (decrease)2.9 %4.5 %4.1 %(3.2)%3.2 %
Percentage of total69.9 %18.8 %10.1 %1.2 %100.0 %
Operating income (loss)$880 $114 $25 $4 $(223)$800 
Operating income (loss) increase (decrease)(3.1)%12.9 %38.9 %(55.6)%(2.2)%(1.0)%
Percentage of total segments 86.0 %11.1 %2.4 %0.5 %100.0 %
Operating income as a percentage of sales6.0 %2.9 %1.2 %1.5 %3.8 %

 13-Week Period Ended Sep. 28, 2024
 U.S. Foodservice OperationsInternational Foodservice OperationsSYGMAOtherGlobal Support CenterConsolidated
Totals
 (In millions)
Sales$14,362 $3,794 $2,046 $282 $— $20,484 
Percentage of total70.1 %18.5 %10.0 %1.4 %100.0 %
Operating income (loss)$908 $101 $18 $9 $(228)$808 
Percentage of total segments87.7 %9.7 %1.7 %0.9 %100.0 %
Operating income as a percentage of sales6.3 %2.7 %0.9 %3.2 %3.9 %

26

Based on information in Note 13, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q, U.S. Foodservice Operations and International Foodservice Operations, collectively, represented approximately 88.7% of Sysco’s overall sales in the first 13 weeks of fiscal 2026. U.S. Foodservice Operations and International Foodservice Operations, collectively, represented approximately 97.1% of total segment operating income, in the first 13 weeks of fiscal 2026. This illustrates that these segments represent a substantial majority of our total segment results when compared to other reportable segments.


Results of U.S. Foodservice Operations

The following table sets forth a summary of the components of operating income expressed as a percentage increase or decrease over the comparable period in the prior year:

 13-Week Period Ended Sep. 27, 202513-Week Period Ended Sep. 28, 2024Change in Dollars% Change
 (Dollars in millions)
Sales$14,780 $14,362 $418 2.9 %
Gross profit2,823 2,747 76 2.8 
Operating expenses1,943 1,839 104 5.7 
Operating income$880 $908 $(28)(3.1)%
Gross profit$2,823 $2,747 $76 2.8 %
Adjusted operating expenses (Non-GAAP)1,907 1,822 85 4.7 
Adjusted operating income (Non-GAAP)$916 $925 $(9)(1.0)%

Sales

The following table sets forth the percentage and dollar value increase or decrease in the major factors impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change:
Increase (Decrease)
13-Week Period
(Dollars in millions)
Cause of changePercentageDollars
Case volume (1)
0.1 %$18 
Inflation2.6 373 
Other0.2 27 
Total change in sales2.9 %$418 
(1)
Case volumes increased 0.1% compared to the first quarter of fiscal 2025. This volume increase resulted in a 0.1% increase in the dollar value of sales compared to the first quarter of fiscal 2025.

The sales growth in our U.S. Foodservice Operations was primarily driven by higher inflation. Case volumes from our U.S. Foodservice Operations increased 0.1% in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025. This includes a 0.7% increase in national case volume, partially offset by a 0.2% decrease in local customer case volume in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025.

Operating Income

The decrease in operating income for the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025 was driven by an increase in operating expenses, partially offset by gross profit dollar growth and case volume growth.

Gross profit dollars increased in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025, primarily as a result of improvements in our strategic sourcing initiatives and the effective management of product cost fluctuations. The estimated change in product costs, an internal measure of inflation or deflation, increased in the first quarter of fiscal 2026.
27

Gross margin, which is gross profit as a percentage of sales, was 19.10% in the first quarter of fiscal 2026, for our U.S. Foodservice Operations, which was a decrease of 3 basis points compared to gross margin of 19.13% in the first quarter of fiscal 2025. This decrease is primarily driven by customer mix, as national case sales volumes outpaced local case sales volumes.

The increase in operating expenses for the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, was primarily driven by increases in colleague-related costs, bad debt expense, and other miscellaneous costs.

Results of International Foodservice Operations

The following table sets forth a summary of the components of operating income and adjusted operating income expressed as a percentage increase or decrease over the comparable period in the prior year:

 13-Week Period Ended Sep. 27, 202513-Week Period Ended Sep. 28, 2024Change in Dollars% Change
 (Dollars in millions)
Sales$3,966 $3,794 $172 4.5 %
Gross profit826 774 52 6.7 
Operating expenses712 673 39 5.8 
Operating income$114 $101 $13 12.9 %
Gross profit$826 $774 $52 6.7 %
Adjusted operating expenses (Non-GAAP)679 644 35 5.4 
Adjusted operating income (Non-GAAP)$147 $130 $17 13.1 %
Sales on a constant currency basis (Non-GAAP)$3,875 $3,794 $81 2.1 %
Gross profit on a constant currency basis (Non-GAAP)802 774 28 3.6 
Adjusted operating expenses on a constant currency basis (Non-GAAP)656 644 12 1.9 
Adjusted operating income on a constant currency basis (Non-GAAP)$146 $130 $16 12.3 %

Sales

The following table sets forth the percentage and dollar value increase or decrease in the major components impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change.
Increase (Decrease)
13-Week Period
(Dollars in millions)
Cause of changePercentageDollars
Inflation4.5 %$173 
Foreign currency2.4 91 
Case volume0.6 15 
Impact of divestiture(3.4)(117)
Other0.4 10 
Total change in sales4.5 %$172 

Sales for the first quarter of fiscal 2026 increased 4.5% as compared to the first quarter of fiscal 2025, primarily due to higher inflation, the impact of foreign currency translation, and local case growth. Excluding the impact of the Mexico joint venture, which was divested in the second quarter of fiscal 2025, sales increased 7.9% in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025.

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Operating Income

The increase in operating income for the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, was primarily due to growth in local case volumes and success in our strategic sourcing program, partially offset by increases in operating expenses.

The increase in gross profit dollars in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, was primarily attributable to increases in local case volumes and benefits from our strategic sourcing efforts. Local case volumes increased approximately 5% in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025.

The increase in operating expenses in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025 was primarily due to increases in colleague-related costs and the impact of foreign currency translation.

Results of SYGMA and Other Segment

SYGMA segment sales were 4.1% higher in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, primarily driven by the growth of new customers. We expect SYGMA’s sales growth rates to moderate in fiscal 2026 as we reach the one-year anniversary mark of fiscal 2025’s substantial customer additions. Operating income increased $7 million in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025, primarily due to the growth of new customers and operating efficiencies.

For the operations that are grouped within Other, operating income decreased $5 million in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025. The operations of this group primarily consist of our hospitality business, Guest Worldwide.

Global Support Center Expenses

Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These expenses in the first quarter of fiscal 2026 increased $12 million, or 5.3%, as compared to the first quarter of fiscal 2025, primarily due to increases in colleague-related costs and higher incentive compensation, partially offset by decreases in insurance costs.

Included in Global Support Center expenses are Certain Items that totaled $29 million in the first quarter of fiscal 2026, as compared to $19 million in the first quarter of fiscal 2025. Certain Items impacting the first quarter of fiscal 2026 were primarily expenses associated with our business technology transformation initiatives and expenses associated with acquisitions. Certain Items impacting the first quarter of fiscal 2025 were primarily expenses associated with our business technology transformation initiatives and expenses associated with acquisitions.

Interest Expense

Interest expense increased $12 million for the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025. The increase was primarily due to interest on new senior notes that were issued in the third quarter of fiscal 2025.

Other Income and Expense

Other expense increased $22 million for the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, primarily due to foreign exchange losses incurred in the first quarter of fiscal 2026. We expect other expense to approximate $65 million for fiscal year 2026.

Net Earnings

Net earnings decreased 2.9% in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025, primarily due to the items noted above for operating income, and interest expense, as well as items impacting our income taxes that are discussed in Note 11, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Adjusted net earnings, excluding Certain Items, increased 2.0% in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025, primarily due to the effective management of product cost fluctuations.
29


Earnings Per Share

Basic earnings per share in the first quarter of fiscal 2026 were $0.99, a 1.0% decrease from the comparable prior year period amount of $1.00 per share. Diluted earnings per share in the first quarter of fiscal 2026 were $0.99, unchanged from the comparable prior year period amount of $0.99 per share. Adjusted diluted earnings per share, excluding Certain Items, in the first quarter of fiscal 2026 were $1.15, a 5.5% increase from the comparable prior year amount of $1.09 per share.


Non-GAAP Reconciliations

The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove: (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions.
The results of our operations can be impacted due to changes in exchange rates applicable in converting local currencies to U.S. dollars. We measure our results on a constant currency basis. Constant currency operating results are calculated by translating current-period local currency operating results with the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. We also measure our sales growth excluding the impact of our joint venture in Mexico which was divested in the second quarter of fiscal 2025.
Management believes that adjusting its operating expenses, operating income, operating margin, net earnings and diluted earnings per share to remove these Certain Items, presenting its results on a constant currency basis, and adjusting its sales results to exclude the impact of its joint venture in Mexico provides an important perspective with respect to our underlying business trends and results. It provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations and (2) facilitates comparisons on a year-over-year basis.
Sysco has a history of growth through acquisitions and excludes from its non-GAAP financial measures the impact of acquisition-related intangible amortization, acquisition costs and due diligence costs for those acquisitions. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal year 2026 and fiscal year 2025.
Set forth on the following page is a reconciliation of sales, operating expenses, operating income, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not be equal to the total presented when added due to rounding. Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.

13-Week Period Ended Sep. 27, 202513-Week Period Ended Sep. 28, 2024Change in Dollars%/bps Change
Sales (GAAP)$21,148 $20,484 $664 3.2 %
Impact of Mexico joint venture sales— (117)117 0.6 
Comparable sales excluding Mexico joint venture (Non-GAAP)$21,148 $20,367 $781 3.8 %
Sales (GAAP)$21,148 $20,484 $664 3.2 %
Impact of currency fluctuations (1)
(91)(91)(0.4)
Comparable sales using a constant currency basis (Non-GAAP)$21,057 $20,484 $573 2.8 %
Cost of sales (GAAP)$17,247 $16,731 $516 3.1 %
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13-Week Period Ended Sep. 27, 202513-Week Period Ended Sep. 28, 2024Change in Dollars%/bps Change
Gross profit (GAAP)$3,901 $3,753 $148 3.9 %
Impact of currency fluctuations (1)
(24)(24)(0.6)
Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP)$3,877 $3,753 $124 3.3 %
Gross margin (GAAP)18.45 %18.32 %13 bps
Impact of currency fluctuations (1)
(0.04)-4 bps
Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP)18.41 %18.32 %9 bps
Operating expenses (GAAP)$3,101 $2,945 $156 5.3 %
Impact of restructuring and transformational project costs (2)
(56)(27)(29)NM
Impact of acquisition-related costs (3)
(42)(38)(4)(10.5)
Operating expenses adjusted for Certain Items (Non-GAAP)3,003 2,880 123 4.3 
Impact of currency fluctuations (1)
(23)(23)(0.8)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)$2,980 $2,880 $100 3.5 %
Operating expense as a percentage of sales (GAAP)14.66 %14.38 %28 bps
Impact of certain item adjustments(0.46)(0.32)-14 bps
Adjusted operating expense as a percentage of sales (Non-GAAP)14.20 %14.06 %14 bps
Operating income (GAAP)$800 $808 $(8)(1.0)%
Impact of restructuring and transformational project costs (2)
56 27 29 NM
Impact of acquisition-related costs (3)
42 38 4 10.5 
Operating income adjusted for Certain Items (Non-GAAP)898 873 25 2.9 
Impact of currency fluctuations (1)
(1)(1)(0.2)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)$897 $873 $24 2.7 %
Operating margin (GAAP)3.78 %3.94 %-16 bps
Operating margin adjusted for Certain Items (Non-GAAP)4.25 %4.26 %-1 bps
Operating margin adjusted for Certain Items using a constant currency basis (Non-GAAP)4.26 %4.26 %0 bps
Net earnings (GAAP)$476 $490 $(14)(2.9)%
Impact of restructuring and transformational project costs (2)
56 27 29 NM
Impact of acquisition-related costs (3)
42 38 4 10.5 
Tax impact of restructuring and transformational project costs (4)
(13)(6)(7)NM
Tax impact of acquisition-related costs (4)
(10)(9)(1)(11.1)
Net earnings adjusted for Certain Items (Non-GAAP)$551 $540 $11 2.0 %
Diluted earnings per share (GAAP)$0.99 $0.99 $— — %
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13-Week Period Ended Sep. 27, 202513-Week Period Ended Sep. 28, 2024Change in Dollars%/bps Change
Impact of restructuring and transformational project costs (2)
0.12 0.05 0.07 NM
Impact of acquisition-related costs (3)
0.09 0.08 0.01 12.5 
Tax impact of restructuring and transformational project costs (4)
(0.03)(0.01)(0.02)NM
Tax impact of acquisition-related costs (4)
(0.02)(0.02)— — 
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (5)
$1.15 $1.09 $0.06 5.5 %
(1)
Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on the current year results.
(2)
Fiscal 2026 includes $10 million related to restructuring and severance charges and $46 million related to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy. Fiscal 2025 includes $4 million related to restructuring and severance charges and $23 million related to various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy.
(3)
Fiscal 2026 includes $31 million of intangible amortization expense and $11 million in acquisition and due diligence costs. Fiscal 2025 includes $32 million of intangible amortization expense and $6 million in acquisition and due diligence costs.
(4)
The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
(5)
Individual components of diluted earnings per share may not equal the total presented when added due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
NMRepresents that the percentage change is not meaningful.
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13-Week Period Ended Sep. 27, 202513-Week Period Ended Sep. 28, 2024Change in Dollars%/bps Change
U.S. FOODSERVICE OPERATIONS
Operating expenses (GAAP)$1,943 $1,839 $104 5.7 %
Impact of restructuring and transformational project costs (1)
(7)(5)(2)(40.0)
Impact of acquisition-related costs (2)
(29)(12)(17)NM
Operating expenses adjusted for Certain Items (Non-GAAP)$1,907 $1,822 $85 4.7 %
Operating income (GAAP)$880 $908 $(28)(3.1)%
Impact of restructuring and transformational project costs (1)
7 5 2 40.0 
Impact of acquisition-related costs (2)
29 12 17 NM
Operating income adjusted for Certain Items (Non-GAAP)$916 $925 $(9)(1.0)%
INTERNATIONAL FOODSERVICE OPERATIONS
Sales (GAAP)$3,966 $3,794 $172 4.5 %
Impact of Mexico joint venture sales— (117)117 3.4 
Comparable sales excluding Mexico joint venture (Non-GAAP)$3,966 $3,677 $289 7.9 %
Sales (GAAP)$3,966 $3,794 $172 4.5 %
Impact of currency fluctuations (3)
(91)(91)(2.4)
Comparable sales using a constant currency basis (Non-GAAP)$3,875 $3,794 $81 2.1 %
Gross profit (GAAP)$826 $774 $52 6.7 %
Impact of currency fluctuations (3)
(24)(24)(3.1)
Comparable gross profit using a constant currency basis (Non-GAAP)$802 $774 $28 3.6 %
Gross margin (GAAP)20.83 %20.40 %43 bps
Impact of currency fluctuations (3)
(0.13)-13 bps
Comparable gross margin using a constant currency basis (Non-GAAP)20.70 %20.40 %30 bps
Operating expenses (GAAP)$712 $673 $39 5.8 %
Impact of restructuring and transformational project costs (4)
(23)(12)(11)(91.7)
Impact of acquisition-related costs (5)
(10)(17)7 41.2 
Operating expenses adjusted for Certain Items (Non-GAAP)679 644 35 5.4 
Impact of currency fluctuations (3)
(23)(23)(3.5)
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP)$656 $644 $12 1.9 %
Operating income (GAAP)$114 $101 $13 12.9 %
Impact of restructuring and transformational project costs (4)
23 12 11 91.7 
Impact of acquisition-related costs (5)
10 17 (7)(41.2)
Operating income adjusted for Certain Items (Non-GAAP)147 130 17 13.1 
Impact of currency fluctuations (3)
(1)(1)(0.8)
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP)$146 $130 $16 12.3 %
SYGMA
Operating expenses (GAAP)$145 $145 $— — %
Operating income (GAAP)25 18 7 38.9 
OTHER
Operating expenses (GAAP)$64 $63 $1 1.6 %
Operating income (GAAP)4 9 (5)(55.6)
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13-Week Period Ended Sep. 27, 202513-Week Period Ended Sep. 28, 2024Change in Dollars%/bps Change
GLOBAL SUPPORT CENTER
Gross profit (loss) (GAAP)$14 $(3)$17 NM
Operating expenses (GAAP)$237 $225 $12 5.3 %
Impact of restructuring and transformational project costs (6)
(26)(10)(16)NM
Impact of acquisition-related costs (7)
(3)(9)6 66.7 
Operating expenses adjusted for Certain Items (Non-GAAP)$208 $206 $2 1.0 %
Operating loss (GAAP)$(223)$(228)$5 2.2 %
Impact of restructuring and transformational project costs (6)
26 10 16 NM
Impact of acquisition-related costs (7)
3 9 (6)(66.7)
Operating loss adjusted for Certain Items (Non-GAAP)$(194)$(209)$15 7.2 %
(1)
Primarily represents severance and transformation initiative costs.
(2)
Fiscal 2026 and fiscal 2025 include intangible amortization expense and acquisition costs.
(3)
Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4)
Includes restructuring and transformation costs primarily in Europe.
(5)
Primarily represents intangible amortization expense and acquisition costs.
(6)
Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(7)
Represents due diligence costs.
NMRepresents that the percentage change is not meaningful.

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EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA should not be used as a substitute for the most comparable GAAP measure in assessing Sysco’s overall financial performance for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2025 Form 10-K for discussions regarding this non-GAAP performance metric. Set forth below is a reconciliation of actual net earnings to EBITDA and to adjusted EBITDA results for the periods presented (dollars in millions):
13-Week Period Ended Sep. 27, 202513-Week Period Ended Sep. 28, 2024Change in Dollars% Change
Net earnings (GAAP)$476 $490 $(14)(2.9)%
Interest (GAAP)172 160 12 7.5 
Income taxes (GAAP)124 152 (28)(18.4)
Depreciation and amortization (GAAP)233 235 (2)(0.9)
EBITDA (Non-GAAP)$1,005 $1,037 $(32)(3.1)%
Certain Item adjustments:
Impact of restructuring and transformational project costs (1)
$54 $26 $28 NM
Impact of acquisition-related costs (2)
11 6 5 83.3 
EBITDA adjusted for Certain Items (Non-GAAP) (3)
$1,070 $1,069 $1 0.1 %
Other expense (income), net 28 6 22 NM
Depreciation and amortization, as adjusted (Non-GAAP) (4)
(200)(202)2 1.0 
Operating income adjusted for Certain Items (Non-GAAP) $898 $873 $25 2.9 %
(1)
Fiscal 2026 and fiscal 2025 include charges related to restructuring and severance, as well as various transformation initiative costs, primarily consisting of supply chain transformation costs and changes to our business technology strategy, excluding charges related to accelerated depreciation.
(2)
Fiscal 2026 and fiscal 2025 include acquisition and due diligence costs.
(3)
In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $6 million and $7 million or non-cash stock compensation expense of $31 million and $30 million in fiscal 2026 and fiscal 2025, respectively.
(4)
Fiscal 2026 includes $233 million in GAAP depreciation and amortization expense, less $33 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions. Fiscal 2025 includes $235 million in GAAP depreciation and amortization expense, less $33 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions.
NMRepresents that the percentage change is not meaningful.

Liquidity and Capital Resources

Highlights

We produced negative free cash flow of $50 million in the first 13 weeks of fiscal 2026, as compared to positive free cash flow of $8 million in the first 13 weeks of fiscal 2025. The decrease in free cash flow is attributable to a decrease in proceeds from sales of plant and equipment and an increase in capital expenditures, partially offset by an increase in cash provided by operating activities. In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities and comparisons of the significant cash flows from the first 13 weeks of fiscal 2026 to the first 13 weeks of fiscal 2025 are provided.

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 13-Week Period Ended Sep. 27, 202513-Week Period Ended Sep. 28, 2024
Source of cash (use of cash)(In millions)
Net cash provided by operating activities (GAAP)$86 $53 
Additions to plant and equipment(160)(122)
Proceeds from sales of plant and equipment24 77 
Free Cash Flow (Non-GAAP) (1)
$(50)$8 
Debt borrowings (repayments), net$36 $199 
Stock repurchases— (108)
Dividends paid(259)(251)
(1)
Free cash flow should not be used as a substitute for the most comparable GAAP measure in assessing the company’s liquidity for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2025 Form 10-K for discussions regarding this non-GAAP performance metric.

Sources and Uses of Cash

Sysco generates cash in the U.S. and internationally. As of September 27, 2025, we had $844 million in cash and cash equivalents, approximately 70% of which was held by our international subsidiaries. Sysco’s strategic objectives are funded primarily by cash from operations and external borrowings. Traditionally, our operations have produced significant cash flow. Due to our strong financial position, we believe we will continue to be able to effectively access capital markets, as needed. Cash is generally allocated to working capital requirements, investments compatible with our overall growth strategy (organic and inorganic), debt management, and shareholder return. The remaining cash balances are invested in high-quality, short-term instruments.

We believe our cash flow from operations, the availability of liquidity under our commercial paper programs and our revolving credit facility, and our ability to access capital from financial markets will be sufficient to meet our anticipated cash requirements for more than the next 12 months, while maintaining sufficient liquidity for normal operating purposes.

Cash Flows

Operating Activities

We generated $86 million in cash flows from operations in the first 13 weeks of fiscal 2026, compared to cash flows from operations of $53 million in the first 13 weeks of fiscal 2025. In the first 13 weeks of fiscal 2026, these amounts included year-over-year favorable comparisons on working capital of $85 million due to favorable comparisons on accounts receivable and accounts payable, partially offset by an unfavorable comparison in inventory. Accrued expenses also had a favorable comparison, primarily related to lower payments of accrued incentive compensation in the first 13 weeks of fiscal 2026 in comparison to the first 13 weeks of fiscal 2025. Income tax payments negatively impacted cash flows from operations, as estimated payments made in the first 13 weeks of fiscal 2026 were higher compared to the first 13 weeks of fiscal 2025.

Investing Activities

Our capital expenditures in the first 13 weeks of fiscal 2026 consisted primarily of investments in buildings and building improvements, technology equipment, warehouse equipment, and fleet. Our capital expenditures in the first 13 weeks of fiscal 2026 were $38 million higher than in the first 13 weeks of fiscal 2025, primarily due to timing of capital spending. Proceeds from sales of plant and equipment were $24 million in the first 13 weeks of fiscal 2026, as compared to $77 million in the first 13 weeks of fiscal 2025.



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Financing Activities

Equity Transactions

Proceeds from exercises of share-based compensation awards were $43 million in the first 13 weeks of fiscal 2026, as compared to $29 million in the first 13 weeks of fiscal 2025. The level of option exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.

In May 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $5.0 billion of the company’s common stock, which will remain available until fully utilized. We repurchased no shares during the first 13 weeks of fiscal 2026. As of September 27, 2025, we had a remaining authorization of approximately $1.5 billion. We repurchased no additional shares under our authorization from the end of our fiscal first quarter through October 10, 2025.

Dividends paid in the first 13 weeks of fiscal 2026 were $259 million, or $0.54 per share, as compared to $251 million, or $0.51 per share, in the first 13 weeks of fiscal 2025. In August 2025, we declared our regular quarterly dividend for the first quarter of fiscal 2026 of $0.54 per share, which was paid in October 2025.

Debt Activity and Borrowing Availability

Our debt activity, including issuances and repayments, if any, and our borrowing availability are described in Note 7, “Debt,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Our outstanding borrowings as of September 27, 2025 are also disclosed within that note.

Guarantor Summarized Financial Information

On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation, which distribute a full line of food products and a wide variety of non-food products, entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. All subsequent issuances of senior notes and debentures in the U.S. and borrowings under the company’s $3.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries. As of September 27, 2025, Sysco had a total of $11.8 billion in senior notes, debentures and borrowings under the long-term revolving credit facility that were guaranteed by these subsidiary guarantors. Our remaining consolidated subsidiaries (non-guarantor subsidiaries) are not obligated under the senior notes indenture, debentures indenture or our long-term revolving credit facility. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” contained in our fiscal 2025 Form 10-K for additional information regarding the terms of the guarantees.

Basis of Preparation of the Summarized Financial Information

The summarized financial information of Sysco Corporation (issuer), and certain wholly owned U.S. Broadline subsidiaries (guarantors) (together, the obligor group) is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor subsidiaries, which are not members of the obligor group, have been excluded from the summarized financial information. The obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in separate line items, if they are material to the obligor financials. The following tables include summarized financial information of the obligor group for the periods presented.

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Combined Parent and Guarantor Subsidiaries Summarized Balance SheetSep. 27, 2025Jun. 28, 2025
(In millions)
ASSETS
Receivables due from non-obligor subsidiaries$384 $377 
Current assets6,348 6,015 
Total current assets$6,732 $6,392 
Notes receivable from non-obligor subsidiaries $62 $20 
Other noncurrent assets5,266 5,211 
Total noncurrent assets$5,328 $5,231 
LIABILITIES
Payables due to non-obligor subsidiaries $55 $61 
Other current liabilities 4,166 3,214 
Total current liabilities$4,221 $3,275 
Notes payable to non-obligor subsidiaries$405 $334 
Long-term debt10,898 11,890 
Other noncurrent liabilities1,634 1,538 
Total noncurrent liabilities$12,937 $13,762 

Combined Parent and Guarantor Subsidiaries Summarized Results of Operations13-Week Period Ended Sep. 27, 2025
(In millions)
Sales$12,921 
Gross profit2,314 
Operating income615 
Interest expense from non-obligor subsidiaries35 
Net earnings401 

Critical Accounting Estimates

Critical accounting estimates are those that are most important to the portrayal of our financial position and results of operations. These require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We have reviewed with the Audit Committee of the Board of Directors the development and selection of the critical accounting estimates and this related disclosure. Our most critical accounting estimates pertain to goodwill and intangible assets, income taxes and company-sponsored pension plans, which are described in Item 7 of our fiscal 2025 Form 10-K.

Forward-Looking Statements

Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” “projected,” “continues,” “continuously,” variations of such terms, and similar terms and phrases denoting anticipated or expected occurrences or results. This report contains various statements relating to future financial performance and results, business strategy, plans, goals and objectives, including certain outlook, business trends, our dividend and share repurchase programs, our expectation of future macroeconomic conditions and other statements that are not historical facts.

38

These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below, those within Part II, Item 1A of this Form 10-Q and those discussed in Item 1A of our fiscal 2025 Form 10-K:

•the risk that if sales from our locally managed customers do not grow at the same rate as sales from multi-unit customers, our gross margins may decline;
•the risk that economic uncertainties can negatively impact consumer confidence and negatively impact foot traffic to restaurants;
•periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability generally, and our inability to predict inflation over the long term;
•the risk that our efforts to modify truck routing in order to reduce outbound transportation costs may be unsuccessful;
•the risk that we that we may not realize anticipated benefits from our operating cost reduction efforts, including our ability to accelerate and/or identify additional administrative cost savings;
•risks related to unfavorable conditions in the Americas and Europe and the impact on our results of operations and financial condition;
•the risks related to our efforts to implement our transformation initiatives and meet our other long-term strategic objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected;
•the risk that competition in our industry and the impact of GPOs may adversely impact our margins and our ability to retain customers and make it difficult for us to maintain our market share, growth rate and profitability;
•the risk that our relationships with long-term customers may be materially diminished or terminated;
•the risk that changes in consumer eating habits could materially and adversely affect our business, financial condition, or results of operations;
•the impact and effects of public health crises, pandemics and epidemics, and the adverse impact thereof on our business, financial condition and results of operations;
•the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase commitments intended to contain fuel costs could result in above market fuel costs;
•the risk of interruption of supplies and increase in product costs as a result of conditions beyond our control;
•the potential impact on our reputation and earnings of adverse publicity or lack of confidence in our products;
•risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed customers;
•difficulties in successfully expanding into international markets and complimentary lines of business;
•the potential impact of product liability claims;
39

•the risk that we fail to comply with requirements imposed by applicable law or government regulations, including but not limited to those related to environmental and tax and accounting laws, rules and regulations;
•risks related to our ability to effectively finance and integrate acquired businesses;
•risks related to our access to borrowed funds in order to grow and any default by us under our indebtedness that could have a material adverse impact on cash flow and liquidity;
•our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position;
•the risk that we may not be able to effectively execute our capital allocation framework;
•the risk that divestiture of one or more of our businesses may not provide the anticipated effects on our operations;
•risks related to our ability to return capital to stockholders, including those related to the timing and amounts (including any plans or commitments in respect thereof) of any dividends and share repurchases;
•due to our reliance on technology, any technology disruption or delay in implementing new technology could have a material negative impact on our business;
•the risk of negative impacts to our business and our relationships with customers from a cybersecurity incident and/or other technology disruptions;
•risks related to our ability to attract, motivate and retain employees, including key personnel;
•risks related to labor issues, including the renegotiation of union contracts and shortage of qualified labor; and
•the risk that the exclusive forum provisions in our amended and restated bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Except as required by law, we undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should read this Form 10-Q, our fiscal 2025 Form 10-K and the documents we file with the SEC, with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by the cautionary statements referenced above.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk. For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risks” in our fiscal 2025 Form 10-K. There have been no significant changes to our market risks since June 28, 2025.


40

Item 4.  Controls and Procedures

Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 27, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of September 27, 2025, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.

There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended September 27, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

Environmental Matters

Item 103 of SEC Regulation S-K requires disclosure of certain environmental proceedings in which a governmental authority is a party to and when such proceedings involve potential monetary sanctions that Sysco’s management reasonably believes will exceed a specified threshold. Pursuant to recent SEC amendments to this Item, Sysco has chosen a reporting threshold for such proceedings of $1 million. Applying this threshold, there are no material environmental matters to disclose for this reporting period.

From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. We do not believe there are any pending legal proceedings that, individually or in the aggregate, will have a material adverse effect on the company’s financial condition, results of operations or cash flows.

Item 1A.  Risk Factors

For a discussion of our risk factors, see the section entitled “Risk Factors” in our fiscal 2025 Form 10-K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

We made the following share repurchases during the first quarter of fiscal 2026:

ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1    
June 29 - July 26— $— — — 
Month #2
July 27 - August 232,502 79.87 — — 
Month #3
August 24 - September 271,641 82.51 — — 
Totals4,143 $80.92 — — 
(1)
The total number of shares purchased includes 0, 2,502, and 1,641 shares tendered by individuals in connection with stock option exercises Month #1, Month #2 and Month #3, respectively.
(2)
See the discussion in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Equity Transactions” for additional information regarding Sysco’s share repurchase program.

On May 20, 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $5.0 billion of the company’s common stock, in which the program will remain available until fully utilized.

We repurchased no shares during the first 13 weeks of fiscal 2026. As of September 27, 2025, we had a remaining authorization of approximately $1.5 billion. We repurchased no additional shares under our authorization from the end of our fiscal first quarter through October 10, 2025.

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Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

Insider Trading Arrangements and Policies

The table below shows the trading plans or other arrangements adopted or terminated during the quarter ended September 27, 2025 providing for the purchase and/or sale of Sysco securities by Sysco’s directors and Section 16 officers:

NameTitleActionDateTrading ArrangementNumber of Securities Covered
Expiration Date (3)
Rule 10b5-1 (1)
Non-Rule 10b5-1 (2)
Greg D. BertrandExecutive Vice
President, Global Chief
Operating Officer		AdoptAugust 18, 2025X
59,891 shares to be sold
September 30, 2026
Ronald L. PhillipsExecutive Vice President, Chief Human Resources OfficerAdoptSeptember 4, 2025X
27,223 shares to be sold
December 4, 2026
(1)
Intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c).
(2)
Non-Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.
(3)
Each Plan terminates on the earlier of: (i) the expiration date listed in the table above; (ii) the first date on which all trades set forth in the Plan have been executed; or (iii) such date the Plan is otherwise terminated according to its terms.

Item 6.  Exhibits

The exhibits listed on the Exhibit Index below are filed as a part of this Quarterly Report on Form 10-Q.
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EXHIBIT INDEX
3.1—
   
3.2—
   
3.3—
   
3.4—
10.1—
10.2†#—
10.3†#—
10.4†#—
10.5†#—
22.1#—
31.1#—
   
31.2#—
   
32.1*—
   
32.2*—
   
101.SCH#—Inline XBRL Taxonomy Extension Schema Document
101.CAL#—Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#—Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB#—Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE#—Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104—Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________
† Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K
# Filed herewith
* Furnished, not filed.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Sysco Corporation
(Registrant)
Date: October 28, 2025By:/s/ KEVIN P. HOURICAN
 Kevin P. Hourican
  Chair of the Board and
Chief Executive Officer
Date: October 28, 2025By:/s/ KENNY K. CHEUNG
 Kenny K. Cheung
  Executive Vice President,
Chief Financial Officer
Date: October 28, 2025By:/s/ JENNIFER L. JOHNSON
 Jennifer L. Johnson
 Senior Vice President,
 Chief Accounting Officer
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Exhibit 10.2
Sysco Corporation
Annual Incentive Program
Fiscal Year 2026

This SYSCO CORPORATION ANNUAL INCENTIVE PROGRAM (the “Program”) was adopted by the Compensation and Leadership Development Committee (the “Committee”) of the Board of Directors (the “Board”) of Sysco Corporation (the “Company”) pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan (the “Plan”) on July 31, 2025, and shall be effective for the Company’s fiscal year ending June 27, 2026 (the “Program Period”). The Program is designed to recognize and reward performance against established Company-wide and/or business or functional team financial and strategic targets. Participants are eligible to receive incentive awards based on their individual performance and the performance of the Company. Capitalized terms used, but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

1.Definitions.
(A)Participant: Those persons who are: 1) Senior Officers (as defined in the Committee’s Charter); and 2) other employees of the Company or its subsidiaries designated by the Committee, in its sole discretion. Participants must be hired on or before April 30th of the Program Period, or another date in the sole discretion of the Committee. The Committee may remove a Participant from this Program, with or without cause, at any time during the Program Period, and the Participant shall not be entitled to any bonus under this Program for the Program Period regardless of when during the Program Period such Participant is removed.
(B)Bonus Target Amount: Participant’s target bonus percentage, as determined by the Committee for the Program Period multiplied by the Participant’s base salary in effect as of the end of the Program Period, subject to pro-ration, in the sole discretion of the Committee, in the event of a change in the Participant’s base salary during the Program Period.
(C)Individual Performance: Participant’s individual performance during the Performance Period with regard to the Company’s financial and strategic goals, as well as the Participant’s individual coaching and maximizing performance (CMP) goals, in each case as established by the Committee.
(D)Bonus Award: The sum of the Company Business Objectives and the Strategic Business Objectives subject to a modifier for the Participant’s Individual Performance that is payable to the Participant under the Program.
2.Program Design. The terms and conditions of the Program shall be established by the Committee and, among other things, may include two separate categories of performance factors for the Program Period: (i) Company financial or operational objectives (“Company Business Objectives”) and (ii) strategic objectives (“Strategic Business Objectives”). In general, a Participant’s Bonus Award will be based on the Committee’s determination with respect to the achievement of the Company Business Objectives and the Strategic Business Objectives, subject to a modifier for the Participant’s Individual Performance. The amount of the payout will be interpolated between threshold, target, and maximum performance levels, unless otherwise determined by the Committee provided, however, that the Committee may determine, in its sole discretion, that no payouts will be made for performance below target performance goals.
3.Calculation of Bonus Award.
(A)Company Business Objectives and Strategic Business Objectives. Each of these components of the Program shall be calculated independently, unless otherwise determined by the Committee, based on actual performance relative to the established targets. If performance for the Program Period with respect to an individual component does not meet threshold, a Participant will not receive any payment with respect to that component for the Program Period. If performance with respect to an individual component for the Program Period is between threshold and maximum, the amount of bonus earned with respect to that component will be determined by the Committee, in its sole discretion, within sixty (60) days after the end of the Program Period.
(B)Individual Performance Modifier. Attainment of Individual Performance shall be determined by the Committee within sixty (60) days after the end of the Program Period and act as a modifier (based on the scale established by the Committee), which enables the bonus to be modified, positively or negatively.


(C)Committee Discretion. The Committee shall have sole discretion to determine the threshold, target and maximum performance metrics, the Individual Performance modifier scale and the respective payout percentages. Notwithstanding any other provision in the Program to the contrary, the Committee shall have the right, in its sole discretion, to reduce or increase the amount otherwise payable to a Participant based on the Participant’s individual performance or any other factors that the Committee deems appropriate.
(D)General Rules Regarding Annual Incentive Award Calculation.
i.Consistent Accounting. In determining whether or not the results of operations for the Performance Period result in a Bonus Award, Company accounting practices and, except as otherwise modified in this Program, GAAP shall be applied on a basis consistent with prior periods, and such determination shall be based on the calculations made by the Company, approved (in the case of Senior Officers) by the Committee and binding on each Participant. Notwithstanding the foregoing, if there is any material change in GAAP during a Program Period that results in a material change in accounting for the revenues or expenses of the Company, the calculations of the Bonus Award for such Program Period (the “GAAP Change Year”) shall be made as if such change in GAAP had not occurred during the GAAP Change Year. In determining the Bonus Award for the year following a GAAP Change Year, the calculation shall be made after taking into account such change in GAAP.
ii.Maximum Bonus. Subject to Section 7 as to Senior Officers, and notwithstanding any other provision in this Program to the contrary, in no event shall any Participant be entitled to a Bonus Award under this Program in excess of 200% of such Participant’s target incentive for the Program Period.
iii.Tax Law Changes. If the Internal Revenue Code is amended during the Program Period and, as a result of such amendment(s), the effective tax rate applicable to the earnings of the Company (as described in the “Summary of Accounting Policies” section of the Company’s annual report to the Securities and Exchange Commission on Form 10-K) changes during the Program Period, the determination of the Participant’s Company Business Objectives for the Program Period (the “Rate Change Year”) shall be made as if such rate change had not occurred during the Rate Change Year. In determining the Company Business Objectives in the year following the Rate Change Year, the calculation shall be made after taking into account such rate change.
iv.Pro-ration. A Participant’s Bonus Award is subject to pro-ration, in the sole discretion of the Committee, utilizing all events and associated dates on a Participant’s employment record during the relevant Program Period, including any and all changes in base salary (merit, promotion, market adjustment, job change and any other base rate changes), any and all changes in target bonus percentage, any and all changes in Participant eligibility, employment status, or measurement basis.
v.Rehires. If a Participant is terminated for any reason and rehired within the Program Period, only the eligibility from the time of the rehire date forward will be considered for payment under the Program. If the rehire date is after April 30th of the Program Period, or another date in the sole discretion of the Committee, the Participant will not be eligible for a Bonus Award for the Program Period.
4.Payment. Within sixty (60) days following the end of the Program Period, the Company shall determine, and, in the case of Senior Officers, the Committee shall approve, the amount of any Bonus Award earned by each Participant under this Program. Such Bonus Award shall be payable in the manner, at the times and in the amounts provided in the Program, but no later than two and one-half months following the end of the Program Period in which such Bonus Award was earned (the “Payment Date”). To receive payment of the Bonus Award, a Participant must be actively employed by the Company as of the Payment Date except for when Participant’s employment with the Company terminates or is interrupted as provided below in Section 5. If Participant’s employment with the Company is terminated prior to the Payment Date for reasons other than those set forth below, the Award shall not be paid.
5.Employment Events. If a Participant experiences an employment status change under the circumstances described below, Participant’s rights with respect to the Bonus Award will be affected as provided in this Section 5.
(A)Death. If a Participant dies during the Program Period, a pro-rated Bonus Award may be paid with respect to the Participant, based on the Bonus Target Amount established for the Participant for the Program Period (i.e., no Company Business Objectives or Strategic Business Objectives results, or an Individual Performance Modifier shall be applied). The Bonus Award shall be prorated for the number of calendar days actively employed (i.e., the number of days employed prior to death) during the Program Period. In this circumstance, payment shall be made as soon as administratively practical (typically within 90 days of the precipitating event).
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6.If a Participant dies after the end of the Program Period, but prior to payment of the Bonus Award for that Program Period, the award calculation shall include the impact of Company Business Objectives and Strategic Business Objectives results, and an Individual Performance Modifier shall be applied, as applicable. In this circumstance, the Bonus Award shall be paid at the same time Bonus Awards for that Program Period are paid to active Participants.
(A)Retirement in Good Standing. If a Participant’s employment terminates as a result of a “Retirement in Good Standing” (as defined below), the Participant shall be eligible to receive a Bonus Award for the Program Period, the award calculation shall include the impact of Company Business Objectives and Strategic Business Objectives results, and an Individual Performance Modifier shall be applied, as applicable. The award shall be pro-rated for the number of calendar days actively employed (i.e., the number of days prior to the Participant’s retirement date) during the Plan Year.

“Retirement in Good Standing” in the United States and Canada, shall mean termination of employment after the date the Participant first: (A) reaches age 55 and the Participant has 10 or more continuous years of service (i.e., without any termination of service) with the Company and an Affiliated Company on or before Participant’s date of termination; or (B) reaches age 65, regardless of years of service with the Company and an Affiliated Company; and in all other jurisdictions, retirement as determined by the Committee in its sole discretion. Retirement in Good Standing shall also mean the Participant has not been terminated for cause.

7.Clawback of Bonus. Any and all bonuses or other amounts paid to a Participant pursuant to the Program shall be subject to the Company’s Incentive Payment Clawback Policy and the Company’s Executive Officer Incentive Payment Clawback Policy, as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing applicable stock exchange listing standards or rules and regulations thereunder.
8.Limitation upon Payments to Senior Officers. Notwithstanding any other provision in this Program to the contrary, in no event shall any Senior Officer be granted a Bonus Award in excess of one percent (1%) of the Company’s earnings before income taxes as publicly disclosed in the “Consolidated Results of Operations” section of the Company’s Annual Report on Form 10-k filed with the Securities and Exchange Commission for the fiscal year ended immediately before the date the applicable Bonus Awards are paid.
9.Confidentiality. The target performance levels and other information constitute confidential information of the Company, subject to the prohibition on disclosure of confidential information under Sysco’s Code of Conduct. Any disclosure of the target performance levels by a Participant prior to the time such target performance levels are disclosed to the public, as determined by the Committee, will result in a forfeiture (which may include a clawback) of such Participant’s Bonus Award for the Program Period.
10.Treatment Upon Change in Control.
(A)Notwithstanding anything to the contrary contained herein, and in lieu of any other payments due hereunder other than pursuant to this Section 9, within ninety (90) days following the date on which a Change in Control has occurred, each person who was a Participant at the time of the Change in Control shall be paid a Bonus Award hereunder, equal to the following (subject to reduction in the case of certain severance payments, as set forth below) the product of: (i) a fraction equal to the number of days in the Performance Period in which the Change in Control occurs up to and including the date of the Change in Control divided by the total number of days in the Program Period; and (ii) the Bonus Award that would have been paid under this Program, calculated using a performance goal equal to the product of (x) performance through and including the end of the most recently completed fiscal quarter occurring prior to and in the same Performance Period as the Change in Control (the “Measurement Date”), calculated in accordance with GAAP, if applicable, and (y) a fraction, the numerator of which is the total number of days in the Program Period, and the denominator of which is the number of days in such Performance Period up to and including the Measurement Date.
(B)In addition to any Bonus Award paid or payable pursuant to Section 9(A), any Participant who remains in the employ of the Company or any Affiliated Company on the last day of the Performance Period in which a Change in Control occurs shall be entitled to receive, in cash, within ninety (90) days after the end of the Performance Period, an amount equal to the positive difference, if any, between (i) the Bonus Award that would have been paid to the Participant for such Performance Period under the Program as in effect on the date of the Change in Control, using the actual performance for the entire Performance Period, and (ii) the amount paid pursuant to Section 9(A).
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(C)Notwithstanding the foregoing, with respect to any Participant who is a party to a severance agreement with the Company or an Affiliated Company, the Bonus Award paid pursuant to this Section 9 shall be reduced, but to not less than zero, by the amount of any payment pursuant to such Participant’s severance agreement that is determined or calculated with respect to payments received or to be received under this Program.

11.Program Administration.
(A)Committee. The authority to manage the operation of and administer the Program shall be vested in the Committee. The Committee’s administration of the Program shall be subject to the following:
i.The Committee will have authority and discretion to select from among the eligible Participants those persons who shall receive Bonus Awards and to establish the terms, conditions, performance criteria, restrictions, and other provisions under the Program.
ii.The Committee will have the authority and discretion to interpret the Program, to establish, amend, and rescind any rules and regulations relating to the Program, to determine the terms and provisions of any agreement made pursuant to the Program, and to make all other determinations that may be necessary or advisable for the administration of the Program.
iii.Any interpretation of the Program by the Committee and any decision made by it under the Program is final and binding on all persons.
iv.In managing the operation of and administering the Program, the Committee shall take action in a manner that conforms to the Certificate of Incorporation and Bylaws of the Company, and applicable state corporate law.
(B)Delegation of Authority. The Committee shall exercise full authority to make final determinations with respect to Bonus Awards granted under the Program to Senior Officers. However, pursuant to Section 2.3 of the Plan, the Committee, in its discretion, may delegate authority under this Program, including, but not limited to the authority to determine the target, minimum and maximum performance levels applicable to Participants and the related payments to Participants who are not Senior Officers.
12.Program Operation.
(A)Tax Withholding. All payments made under the Program are subject to withholding of all applicable taxes.
(B)Limitation of Implied Rights.
i.The Program shall at all times be unfunded and neither a Participant nor any other person shall, by reason of participation in the Program, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Program. Nothing contained in the Program and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company and any Participant or any other person. A Participant shall have only a contractual right to the amounts, if any, payable under the Program, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Program shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.
ii.The Program does not constitute a contract of employment or service, and selection as a Participant will not give any participating employee, or non-employee director the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under the Program, unless such right or claim has specifically accrued under the terms of the Program.
iii.The Company voluntarily establishes the Program, it is discretionary in nature, and it may be terminated or amended by the Board at any time.
iv.Participation in the Program is voluntary and occasional and does not create any contractual or other right to participate in this or future programs or to receive benefits in lieu of participation, even if similar programs have been offered repeatedly in the past.
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v.For purposes of the Program, unless otherwise specified by the Committee, a Participant's employment will be considered terminated as of the date the Participant is no longer actively providing services to the Company or any Affiliated Company (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise determined by the Committee, the Participant’s right to earn any portion of the Bonus Award under the Program, if any, will terminate as of such date and will not be extended by any notice period or period during which the Participant is in receipt of pay in lieu of such notice or severance pay (e.g., the Participant’s period of service would not include any contractual, statutory or common law notice period or period during which the Participant is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Program (including whether the Participant may still be considered to be employed while on a leave of absence).
vi.The Program shall be governed by, and construed in accordance with, the laws of the State of Texas, except to the extent that the General Corporation Law of the State of Delaware shall be specifically applicable.
13.Section 409A. Notwithstanding anything in this Program to the contrary, if required by Section 409A of the Code, if a Participant is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any Bonus Award under this Program is required to be delayed for a period of six months after “separation from service” within the meaning of Section 409A of the Code, payment of such Bonus Award shall be delayed as required by Section 409A of the Code, and the accumulated amounts with respect to such Bonus Award shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Participant dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be paid to the Participant’s beneficiary within sixty (60) days after the date of the Participant’s death. For purposes of Section 409A of the Code, each payment under the Program shall be treated as a separate payment. In no event shall a Participant, directly or indirectly, designate the calendar year of payment. To the extent that any provision of the Program would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Program to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. Notwithstanding anything in the Program, each Participant shall be solely responsible for the tax consequences under the Program, and in no event shall the Company have any responsibility or liability if a Bonus does not meet any applicable requirements of Section 409A of the Code.
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Exhibit 10.3
SYSCO CORPORATION
STOCK OPTION AGREEMENT

Under the terms and conditions of the Sysco Corporation 2018 Omnibus Incentive Plan, as amended (the “Plan”), the terms of which are hereby incorporated into this Stock Option Agreement (this “Agreement”) by reference, Sysco Corporation (the “Company”) grants to you (the “Optionee”) an option to purchase shares of the Company’s Common Stock, $1.00 par value, (“Stock”) subject to adjustment as provided in the Plan (the “Option”). The Option is offered in accordance with and subject to the terms, conditions and restrictions of this Agreement, including any country-specific provisions for the Optionee’s country in Appendix A. The number of shares of Stock subject to this Agreement, the exercise price of the Option, and the date of grant (the “Grant Date”) are set forth in the records of the Company and have been made available to the Optionee either: (1) directly to the Optionee by the Company; or (2) electronically by the Company to the Optionee through the website of a third party administrator engaged by the Company, and by accepting this Option, the Optionee acknowledges and agrees that he or she has received and/or accessed such information and that such information forms a material part of this Agreement.

Unless terminated earlier in accordance with the terms of the Agreement, this Option shall terminate and expire at the close of business on the final trading day immediately prior to the tenth anniversary of the Grant Date and shall be subject to the Terms and Conditions of Stock Option attached hereto and incorporated in this Agreement by reference.

    The Optionee must accept the Option in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the Committee. The Optionee shall indicate his or her acceptance of this Agreement, in the method directed by the Company. If he or she does not do so prior to 90 days from the Grant Date, then the Company may declare the Option null and void at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Option will be voided, which means the Award will terminate automatically and cannot be transferred to the Optionee’s heirs pursuant to the Optionee’s will or the laws of descent and distribution.

By accepting this Option, the Optionee accepts and agrees to be bound by all of the terms and conditions of the Plan and Terms and Conditions of the Stock Option, and the Optionee further acknowledges receipt of the Plan and the Plan Prospectus, which contains important information, including a discussion of federal tax consequences. In the event of any conflict between the terms of this Agreement and the Plan, the Plan will prevail save where Appendix A applies.

TERMS AND CONDITIONS

1.General Conditions. In addition to the conditions set forth in the Plan, the Option is contingent upon satisfying the terms and conditions set forth in this Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Plan.

2.Vesting. The Option will vest on the dates set forth in Appendix B, subject to any acceleration provisions contained in the Plan or otherwise set forth in this Agreement and the Optionee’s continuous employment or service with the Company or any of its Subsidiaries from the Grant Date through the applicable vesting date (each date on which a portion of the Option will vest pursuant to this Agreement, a “Vesting Date”). The Option shall continue to vest as if active employment continued for the entire vesting period if employment terminates as a result of a Retirement in Good Standing (as defined in Section 19, below).

3.Maximum Term. Unless terminated earlier in accordance with the terms of this Agreement, this Option will expire at the close of business on the final trading day immediately prior to the tenth anniversary of the Grant Date.

4.Exercise Restrictions. Subject to Appendix A, the vested portion of the Option may be exercised at any time after its applicable Vesting Date and prior to the expiration of the Option, provided that at the time of the exercise all of the conditions set forth in the Plan and in this Agreement have
1

been met. No portion of the Option may be exercised prior to the first anniversary of the Grant Date or after the expiration of the maximum term set forth in Section 3. When exercised, all or a portion of this Option may be an incentive stock option, governed by Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

5.Accelerated Vesting Events. The Option awarded pursuant to this Agreement will vest according to the schedule set forth in Appendix B, subject to the Optionee’s continuous service with the Company or one of its Subsidiaries through each applicable Vesting Date. Notwithstanding the foregoing, provided that the Optionee has been in continuous service with the Company or one of its Subsidiaries since the Grant Date through the date of termination of his or her employment or service: (a) the Option shall remain in effect and continue to vest according to the vesting schedule set forth in Appendix B, irrespective of the continuous service limitations set forth in the first sentence of this Section 5, upon the occurrence of the Optionee’s termination of employment or service by reason of Disability (as defined in Section 19); and (b) the Option shall immediately vest upon the occurrence of: (i) a “Change in Control Termination” (as defined in Section 19) in accordance with Section 4.2(h)(ii) of the Plan; or (ii) the Optionee’s termination of employment or service by reason of death.

6.Exercise Period. The Option will normally terminate on the earlier of: (i) the date of the expiration of the Option set forth in Section 3; or (ii) the 90th day after severance of the Optionee’s employment relationship with the Company or any Subsidiary, for any reason, for or without Cause. Whether an authorized leave of absence, or an absence for military or government service, constitutes severance of the Optionee’s employment or service relationship with the Company or a Subsidiary will be determined by the Committee administering the Plan at the time of the event. However, if before the expiration of the Option, the Optionee’s employment relationship with the Company or a Subsidiary terminates as a result of Retirement in Good Standing, Change in Control Termination, or Disability, the Option will remain exercisable in accordance with its terms as if Optionee remained in the employment or service of the Company or a Subsidiary, and in the event of the Optionee’s death while employed by or providing service to the Company or any Subsidiary, the Option may be exercised by the executors or administrators of the Optionee’s estate for up to three years following the date of the Optionee’s death, but in no event later than the last day of the maximum term of the Option set forth in Section 3. For the avoidance of doubt, for purposes of this Agreement, the Optionee’s transfer of employment or service from the Company to a Subsidiary, from a Subsidiary to the Company or from one Subsidiary to another Subsidiary shall not constitute a termination of employment or continuous service.

7.Method of Exercise. At the time or times when the Optionee wishes to exercise the Option, the Optionee shall be required to follow the procedures established for doing so, which the Committee may revise from time to time. Notice of exercise of the Option must be accompanied by a payment equal to the applicable Option exercise price plus all Tax-Related Items (as defined below) required to be withheld, collected or accounted for, if any, such amount to be paid in cash or by tendering, either by actual delivery of shares of Stock or by attestation, shares of Stock that are acceptable to the Committee, such shares to be valued at Fair Market Value as of the day the shares are tendered, or paid in any combination of cash and shares, as determined by the Committee. To the extent permitted by applicable law and the policies adopted from time to time by the Committee, the Optionee may elect to pay the exercise price through the contemporaneous sale by a third party broker of shares of Stock acquired upon exercise yielding net sales proceeds equal to the exercise price and any withholding Tax-Related Items required to be withheld, collected or account for and the remission of those sale proceeds to the Company.

Notwithstanding the foregoing, the Committee may require payment in a particular or different method of exercise than those specified in this Section 7, may allow the Optionee to exercise the Option only by means of a cashless exercise (either a cashless “sell all” exercise or a cashless “sell-to-cover” exercise) as it shall determine in its sole discretion, or may require the Optionee to sell any shares of Stock the Optionee acquired under the Plan immediately or within a specified period following the Optionee’s termination of employment (in which case, this Agreement shall give the Company the authority to issue sales instructions on the Optionee’s behalf).

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8.No Assignment. No right or interest of the Optionee in the Option may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation or liability of the Optionee other than as provided in this Section 8. The Option may not be sold, assigned, transferred or otherwise disposed of by the Optionee other than by will or the laws of descent and distribution.

9.Responsibility for Taxes.

a.By accepting the Option and irrespective of any action taken by the Company or the Employer, the Optionee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), is and remains the responsibility of the Optionee or the Optionee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Optionee acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.

b.Prior to any relevant taxable or tax withholding event, as applicable, the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following:

(i)withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer, or any other payment of any kind otherwise due to the Optionee by the Company and/or the Employer; or

(ii)withholding from proceeds of the sale of shares of Stock acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); or

(iii)retention of or withholding in shares of Stock to be issued upon exercise of the Option having a Fair Market Value that is sufficient to satisfy the Tax-Related Items.

The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates.

a.Notwithstanding the foregoing in Section 9(b), if the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 9(b)(i) and (ii).

b.If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Optionee is deemed to have been issued the full amount of Stock subject to the Option, notwithstanding that an amount of Stock is retained solely for the purpose of paying the Tax-Related Items.

c.In addition, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items.

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d.The Optionee further acknowledges that the Company and/or the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Stock upon exercise of the Option, the subsequent sale of Stock acquired pursuant to such exercise and the receipt of any dividends following the issuance of Stock upon the exercise of the Option; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

10.Plan Administration. The Option described in this Agreement has been granted subject to the terms of the Plan, and the shares deliverable to the Optionee in connection with an Option will be from the shares available for grant pursuant to the terms of the Plan. Any change, interpretation, determination or modification of this Agreement by the Compensation and Leadership Development Committee (the “Committee”) shall be final and conclusive for all purposes and on all persons including the Company and the Optionee; provided, however, that with respect to any amendment or modification of the Plan which affects the Option made hereby, the Committee shall have determined that such amendment or modification is in the best interests of the Optionee of such Option. The Committee has the exclusive discretionary authority to make findings of fact, conclusions, and determinations regarding the interpretation of the Agreement or relevant Plan provisions or the administration of the Option (including, but not limited to determining exchange rates for Option settlement), and will have the exclusive and final authority to determine all calculations of all Option amounts. The Committee has the exclusive authority to establish administrative procedures to implement the terms of the Option. Any such procedure will be conclusive and binding on Participant.

11.Post-Employment Covenants.

a.Notwithstanding any other term of the Agreement or any prior agreement to the contrary, in order to be eligible to benefit from any portion of the Option, the Optionee must have entered into an agreement containing restrictive covenants concerning limitations of the Optionee’s behavior both during employment or service and following termination of employment or service that is satisfactory to the Company or one of its Subsidiaries. In the event the Optionee engages in any action that violates any such restrictive covenants at any time during the term of the Agreement, the Option shall be forfeited. The Optionee further agrees that to the extent permitted by applicable law, upon demand by the Company or one of its Subsidiaries, the Optionee will forfeit, return or repay the Benefits and Proceeds (as defined below) in the event the Optionee breaches any post-employment or post-service covenant with the Company and/or any of its Subsidiaries.

b.For the purposes of this Agreement, “Benefits and Proceeds” means:

(i)to the extent the Optionee has received any Stock in satisfaction of this Option and the Optionee continues to hold those shares of Stock, the shares of Stock so acquired;

(ii)to the extent the Optionee has received any Stock in satisfaction of this Option and no longer owns the shares of Stock so acquired, cash in an amount equal to the Fair Market Value of such shares of Stock on the date such payment is demanded by the Company (which, unless otherwise determined by the Committee, shall be equal to the closing sale price during regular trading hours of the shares of Stock as reported by the New York Stock Exchange on such date); and

(iii)to the extent the Optionee has not received any Stock in satisfaction of this Option, all of the Optionee’s remaining rights, title or interest in the Option.

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c.    Upon reasonable request, the Optionee shall make himself or herself available to the Company to furnish full and truthful information concerning any event which took place during the Optionee’s employment and to furnish full and truthful consultations concerning any potential litigation.

12.Clawback. The Award shall be subject to the Company’s Incentive Payment Clawback Policy and the Company’s Executive Officer Incentive Payment Clawback Policy, as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing applicable stock exchange listing standards or rules and regulations thereunder.

13.Right of Set-Off. The Optionee agrees that the Company may, to the extent determined by the Company to be permitted by applicable law and consistent with the requirements of Section 409A of the Code, retain for itself funds otherwise payable to the Optionee pursuant to the Award or any award under any award program administered by the Company to offset: (a) any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which the Optionee was the subject; or (b) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, or repayment obligations under any award agreement. The Company may not retain such funds and set-off such obligations or liabilities, as described above, until such time as they would otherwise be payable to the Optionee in accordance with the Award terms. Only after-tax amounts will be applied to set-off the Optionee’s obligations and liabilities and the Optionee will remain liable to pay any amounts that are not thereby satisfied in full.

14.Modification. If any of the terms of this Agreement may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Optionee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein. Neither the Committee nor the Company will be liable to the Optionee for any additional personal tax or other adverse consequences of any modifications to the Option.

15.Data Privacy. The Optionee hereby acknowledges, and to the extent that consent is required, consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this Agreement and any other Option materials by and among, as applicable, the Employer, the Company any Subsidiary and any Affiliated Company for the purpose of implementing, administering and managing the Optionee’s participation in the Plan. The Employer and the Company will be joint data controllers in relation to the Optionee’s personal data.

The Optionee understands that the Employer, the Company, any Subsidiary and any Affiliated Company may hold certain personal information about the Optionee, including but not limited to his or her name, home address, email address, telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company and details of all Options or any other entitlements to shares of Stock awarded, cancelled, vested, unvested, or outstanding in the Optionee’s favor (“Data”), for the purpose of implementing, administering or managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable local law. Such Data include, but are not limited to, the information provided above and any changes thereto and other appropriate personal and financial data about the Optionee. The Optionee hereby provides explicit consent to the Company, the Employer, any Subsidiary and any Affiliated Company to process any such Data to the extent it is necessary for the purposes of implementing, administering and managing the Optionee’s participation in the Plan.

The Optionee understands that Data will be transferred, for the purposes of implementing, administering and managing the Optionee’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the
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implementation, administration and management of the Plan. The Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., Canada, the United Kingdom, France or other location) may have data privacy laws and protections which provide standards of protection that are different to or lower than the standards provided by the data privacy laws in the Optionee’s country. The Optionee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Optionee authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to or deletion of Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Optionee understands that he or she is providing the consents herein on a purely voluntary basis. If the Optionee does not consent, or if the Optionee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Optionee’s consent is that the Company would not be able to grant the Optionee Options or other equity awards or administer or maintain such awards. Therefore, the Optionee understands that refusing or withdrawing his or her consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.
Finally, upon request of the Company or the Employer, the Optionee agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Optionee for the purposes of administering the Optionee’s participation in the Plan in compliance with the data privacy laws in the Optionee’s country, either now or in the future. The Optionee understands and agrees that the Optionee will not be able to participate in the Plan if the Optionee fails to provide any such consent or agreement requested by the Company and/or the Employer.

16.Optionee Acknowledgements. In accepting the Option, the Optionee acknowledges, understands and agrees that:

a.the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
b.this Option and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future options, awards or benefits in lieu of any options or awards, even if similar options or awards have been granted repeatedly in the past;

c.all determinations with respect to any future options or awards, including, but not limited to, the times when options or awards are made, the amount of the options or awards and other conditions attached to the options or awards, will be at the sole discretion of the Company and/or the Committee;
d.participation in this Plan or program is voluntary;

e.the Option and any shares of Stock acquired under the Plan upon exercise of the Option are extraordinary items and do not constitute compensation of any kind (and do not give a right
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of claim of any kind) for services of any kind rendered to the Company or any of its Subsidiaries or Affiliated Companies (including, as applicable, the entity employing the Optionee or to which the Optionee provides services, (the “Employer”) and which are outside the scope of the Optionee’s employment or service contract, if any;

f.this Option, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
g.for the purposes of the Option, unless otherwise specified by the Company or any Affiliated Company, the Optionee’s employment or service will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any Subsidiary or Affiliated Company (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during with the Optionee is in receipt of pay in lieu of such notice or severance pay (e.g., the Optionee’s period of service would not include any contractual, statutory or common law notice period or period during which the Optionee is in the receipt of pay in lieu of such notice or severance pay or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for the purposes of the Option (including whether the Optionee may still be considered to be providing services while on a leave of absence);

h.the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty. If the shares of Stock subject to the Option do not increase in value following the Grant Date, the Option will have no value. If the Optionee exercises the Option and obtains the shares of Stock, the value of those shares of Stock acquired upon exercise may increase or decrease in value, even below the Option exercise price;
i.no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Optionee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company, the Employer, any Subsidiary or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
j.the Option and the Optionee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Optionee’s employment or service relationship (if any). The right of the Company or Employer to terminate at will the Optionee’s employment or service at any time for any reason is specifically reserved;
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k.if the Optionee is providing services outside the United States, the Optionee acknowledges and agrees that neither the Company, the Employer, any Subsidiary nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Stock acquired upon exercise; and

l.in the event of any conflict between communications to the Optionee by the Company of the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will prevail.

17.No Advice Regarding Grant. None of the Company, any Subsidiary or any Affiliated Company is providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of the underlying Stock. The Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

18.Entire Agreement; Severability. The Plan and this Agreement set forth the entire understanding between the Optionee, the Employer, the Company and any Subsidiary regarding the acquisition of the Stock and supersedes all prior oral and written agreements pertaining to this Option. If all or any part of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Optionee and the Company, each and all of the other provisions of the Agreement shall remain in full force and effect.

19.Definitions. For purposes of this Agreement:

(a)     “Retirement in Good Standing” means:

(i)in the United States and Canada, termination of employment either voluntarily or involuntarily, other than for Cause, after the date the Optionee reaches: (A) age 55 and the Optionee has 10 or more continuous years of service (i.e., without any termination of service) with the Company and its Subsidiaries on or before Optionee’s date of termination; or (B) age 65, regardless of years of service with the Company and its Subsidiaries; or in all other jurisdictions, retirement, as determined by the Committee in its sole discretion;

(ii)you have provided at least 120 days advance written notice of your intent to retire (and during the period from the date of such advance written notice to the date of your termination, your employment has not been terminated for Cause); and

(iii)the Committee has approved that such termination will be treated as a Retirement in Good Standing.

a.“Disability” means:

(i)in the United States, that the Optionee has been determined by the Social Security Administration to be totally disabled; and

(ii)in all other jurisdictions, as determined pursuant to the Employer’s long-term disability policy.

b.“Change in Control Termination” means the occurrence of both:

(i)     a Change in Control; and

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(ii)     during the period commencing 12 months prior to the first occurrence of the Change in Control and ending 24 months after such Change in Control, the Company or one of its Subsidiaries involuntarily terminates the Optionee’s employment or Service without Cause or the Optionee terminates employment for Good Reason.

20.Compliance with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Stock, the Company shall not be required to deliver any Stock issuable upon exercise of the Option prior to the completion of any registration or qualification of the Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Optionee understands that the Company is under no obligation to register or qualify the Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Stock. Further, the Optionee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Optionee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Stock.

21.Language. If the Optionee is resident in a country where English is not an official language, the Optionee acknowledges and agrees that it is his or her express intent that this Agreement and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option be drawn up in English. Further, the Optionee acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of this Agreement and any documents related to the Plan or has had the ability to consult with an advisor who is sufficiently proficient in the English language. If the Optionee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

22.Electronic Delivery and Acceptance. The Optionee consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports or other related documents, and to the electronic review, confirmation and acceptance procedures governing this Option. The Optionee consents and agrees that any such electronic procedures may be affected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan. The Optionee further agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Optionee acknowledges and agrees that the Company may provide personal information regarding the Optionee and any award of Options under the Plan, included but not limited to this Option, to any third party engaged by the Company to provide administrative or brokerage services related to the Plan.

23.Waiver. The Optionee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or acceptance of any subsequent breach by the Optionee or any other person claiming rights with respect to the Option.

24.Insider Trading Restrictions. The Optionee acknowledges that, depending on the Optionee’s country of residence, the Optionee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Optionee’s ability to acquire or sell shares of Stock or rights to shares of Stock (e.g., Options) under the Plan during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the Optionee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Optionee places before he or she possessed inside information. Furthermore, the Optionee could be prohibited from: (a) disclosing the inside information to any third party (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities. The Optionee understands that third parties may include fellow
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employees or service providers. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. The Optionee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Optionee is advised to speak to his or her personal advisor on this matter.

1.Exchange Control, Foreign Asset/Account and/or Tax Reporting. Depending upon the country to which laws the Optionee is subject, the Optionee may have certain foreign asset/account and/or tax reporting requirements that may affect his or her ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside the Optionee’s country of residence. The Optionee’s country may require that the Optionee report such accounts, assets or transactions to the applicable authorities in his or her country. The Optionee also may be required to repatriate cash received from participating in the Plan to his or her country within a certain period of time after receipt. The Optionee is responsible for knowledge of and compliance with any such regulations and should speak with his or her personal tax, legal and financial advisors regarding same.

2.Mobility. If, during the course of the Optionee’s employment with the Company or any of its Subsidiaries or during the provision of services to the Company or any of its Subsidiaries, the Optionee relocates to another jurisdiction, the Company reserves the right to modify the terms of this Agreement and/or impose other requirements on the Optionee’s participation in the Plan, on the Option and on any shares of Stock acquired under the Plan, to the extent the Company or any of its Subsidiaries determine it is necessary or advisable to comply with local law, rules and/or regulations or to facilitate the operation and administration of the Option and the Plan, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Optionee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Optionee’s country of residence (or employment, if different).

3.Governing Law and Venue. This Option has been granted and this Agreement has been made in and shall be governed by, construed under and in accordance with the laws of the State of Texas, without regard to the conflict of law provisions, as provided in the Plan. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Option or this Agreement, shall be brought and heard exclusively in the United States District Court for the Southern District of Texas or Harris County, Texas, USA. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

                            

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SYSCO CORPORATION
STOCK OPTION AGREEMENT

APPENDIX A

This Appendix A includes additional terms and conditions that govern the Option granted to the Optionee under the Plan if the Optionee works in one of the countries listed below. If the Optionee is a citizen or resident of a country other than the one in which the Optionee is currently working, is considered a resident of another country for local law purposes or if the Optionee transfers employment and/or residency between countries after the Grant Date, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Optionee.
Certain capitalized terms used but not defined in this Appendix A have the same meanings set forth in the Plan and/or the Agreement, as applicable.
This Appendix A also includes information regarding securities, exchange control and certain other tax or legal issues of which the Optionee should be aware with respect to the Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of July 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee not rely on the information in this Appendix A as the only source of information relating to the consequences of the Optionee’s participation in the Plan because the information may be out of date when the Option vests, Stock are issued to the Optionee and/or the Optionee sells Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Optionee’s particular situation and the Company is not in a position to assure the Optionee of a particular result. Accordingly, the Optionee is advised to seek appropriate professional advice as to how the relevant laws in the Optionee’s country may apply to his or her situation. Furthermore, additional privacy laws may apply in the Optionee’s country.
Finally, if the Optionee is a citizen or resident of a country other than the one in which the Optionee is currently working, is considered a resident of another country for local law purposes or if the Optionee transfers employment and/or residency between countries after the Option Date, the information contained herein may not be applicable to the Optionee in the same manner.
EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”)/UNITED KINGDOM (“UK”)
Data Privacy. If the Optionee resides and/or is employed in the EU/EEA/UK, Section 15 of the Agreement shall be replaced with the following:
The Company, being the applicable data controller, is located at 1390 Enclave Parkway, Houston, Texas 77077, USA and issues Awards under the Plan to employees of the Company and its Affiliated Companies in its sole discretion. The Optionee should review the following information about the Company’s data processing practices.
Definitions.
“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the EU and UK, including the EU GDPR; the UK GDPR; any laws or regulations ratifying, implementing, adopting, supplementing or replacing the UK GDPR, including the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426); all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data; and any mandatory guidance and codes of practice issued by the Information Commissioner’s Office and applicable to a party, in each case as amended, supplemented, replaced or superseded from time to time.
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“Controller,” “Data Subject,” “Personal Data,” “Processing” and “Supervisory Authority” shall have the respective meanings given to them in the EU GDPR.
“EU GDPR” means the General Data Protection Regulation (EU) 2016/679.
“EU Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the European Commission pursuant to Data Protection Laws.
“EU SCCs” means the standard contractual clauses for the transfer of Personal Data from Controllers to Controllers established in third countries where the EU GDPR applies, pursuant to Regulation (EU) 2016/679 as set out in the Annex to the European Commission’s Implementing Decision (EU) 2021/914, or such alternative clauses as may be approved by the European Commission from time to time.
“UK Addendum” means where the UK GDPR applies, Version B1.0 of the Information Commissioner’s Office’s International Data Transfer Addendum to EU Commission Standard Contractual Clauses, or such alternative clauses as may be approved by the UK from time to time.
“UK GDPR” means the EU GDPR as incorporated into United Kingdom law by virtue of section 3 of the UK’s European Union (Withdrawal) Act 2018.
“UK Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the UK government pursuant to Data Protection Laws.
(a)Data Collection and Usage. Pursuant to applicable Data Protection Laws, the Optionee is hereby notified that the Company collects, processes and uses certain Personal Data about the Optionee for the purpose of implementing, administering and managing the Plan and generally administering equity awards; specifically, including the Optionee’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Stock or directorships held in the Company, and details of all Awards or any entitlement to shares of Stock awarded, canceled, exercised, vested, or outstanding in the Optionee’s favor, which the Company receives from the Optionee or the Employer. In granting the Awards under the Plan, the Company will collect the Optionee’s Personal Data for purposes of allocating shares of Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and use of the Optionee’s Personal Data is that it is necessary for the performance of the Company’s contractual obligations under the Plan and performance of the Agreement. The Optionee’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Optionee’s ability to participate in the Plan. As such, by participating in the Plan, the Optionee voluntarily acknowledges the collection, use, processing and transfer of the Optionee’s Personal Data as described herein. The Company shall implement appropriate technical and organizational security measures to protect the Optionee’s Personal Data.
(b)Stock Plan Administration Service Provider. The Company transfers Personal Data to Fidelity Stock Plan Services LLC an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. The Company shall ensure that this, and any subsequent, administrator contractually agree to comply with data protection obligations required under Data Protection Laws to protect the Optionee’s Personal Data. In the future, the Company may select a different service provider and share the Optionee’s data with another company that serves in a similar manner. The Company’s service provider will open an account for the Optionee to receive and trade shares of Stock. The Optionee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Optionee’s ability to participate in the Plan.
(c)International Data Transfers. The Company and its service providers are based in the United States. The Company can only meet its contractual obligations to the Optionee if the Optionee’s Personal Data is transferred to the United States. The Company’s legal basis for the transfer of the Optionee’s Personal Data to the United States is the performance of contractual obligations to the Optionee. The Company shall have in place such contractual transfer mechanism as may be required under the Data Protection Laws to govern this transfer. Specifically:
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1.Where the Optionee’s Personal Data is transferred from the EU to the US, or other EU Non-Adequate Country, the Company shall comply with the EU SCCs.
2.Where the Optionee’s Personal Data is transferred from the UK to the US, or other UK Non-Adequate Country, the Company shall comply with the UK Addendum.
(d)Data Retention. The Company will use the Optionee’s Personal Data only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Optionee’s Personal Data, the Company will remove it from its systems. If the Company keeps the Optionee’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.
(a)Data Subject Rights. The Optionee may have a number of rights under Data Protection Laws in the Optionee’s country of residence. For example, the Optionee’s rights may include the right to (i) request access or copies of Personal Data the Company processes, (ii) request rectification of incorrect or incomplete data, (iii) request deletion of data, (iv) place restrictions on or object to processing, (v) lodge complaints with the relevant Supervisory Authority in the Optionee’s country, and/or (vi) request a list with the names and addresses of all recipients of the Optionee’s Personal Data. To receive clarification regarding the Optionee’s rights or to exercise the Optionee’s rights, the Optionee should contact his or her local human resources department.
(b)Privacy Notice. Additional information regarding the Company’s data protection practices are set out in the Company’s Global Employee Data Protection Notice, which is available on the Company’s intranet.
BAHAMAS
There are no country-specific provisions.
CANADA
Data Privacy. The following provision supplements Section 15 of the Agreement:
‘The Optionee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Optionee further authorizes the Company, any Affiliated Companies and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Optionee further authorizes the Company and any Affiliated Companies to record such information and to keep such information in the Optionee’s employee file, subject to applicable periods in accordance with applicable law.
Termination of Employment. The following provision supplements Section 16(g) of the Agreement:
‘For purposes of the Option, the Optionee’s employment or service will be considered terminated as of the date the Optionee is no longer actually employed or otherwise rendering services to the Company or, if different, the Subsidiary or Affiliated Company to which the Optionee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Optionee’s employment or other service agreement, if any). Unless otherwise provided in the Agreement or extended by the Company, the Optionee’s right to vest in the Option, if any, will terminate effective as of such date, and the period (if any) during which the Optionee may exercise a vested Option after termination will commence on such date (the “Termination Date”). The Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Optionee’s right to vest in the Option under the Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Optionee’s minimum statutory notice period.
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In the event the date the Optionee is no longer providing actual service cannot be reasonably determined under the terms of this Agreement and/or the Plan, the Company shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for purposes of the Option (including whether the Optionee may still be considered to be providing services while on a leave of absence). Any portion of the Option that is not vested on the Termination Date shall terminate immediately and be null and void. Unless the applicable employment standards legislation specifically requires, in the Optionee’s case, the Optionee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Optionee’s service relationship is terminated (as determined under this provision), nor will the Optionee be entitled to any compensation for lost vesting.’
Language Consent. The following terms and conditions apply to the Optionee if resident in Quebec:
The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement relatif à la langue utilisée
Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.
Payment of Exercise Price and Taxes
Notwithstanding anything to the contrary in the Plan or in Sections 7 or 9 of this Agreement, no Tax-Related Items may be paid by delivery of shares of Stock or by having the Company withhold or retain shares of Stock otherwise issuable upon exercise of the Option.
Notwithstanding anything to the contrary in the Plan or in Section 7 of this Agreement, the exercise price of the Option may not be paid by delivery of shares of Stock or by having the Company withhold or retain shares of Stock otherwise issuable upon exercise of the Option.
Tax Information
All or a portion of the shares of Stock subject to the Option may be "non-qualified securities" within the meaning of the Income Tax Act (Canada).
Securities Law Information
The Optionee is permitted to sell shares of Stock acquired through the Plan subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. In accordance with the Canadian provincial and territorial resale restrictions, shares of Stock acquired through the Plan, if represented in certificated from shall carry a legend describing the applicable resale restrictions. The Optionee should consult his or her own personal legal advisor in this regard.
Foreign Asset/Account Reporting Information
Canadian residents are required to report any foreign property (e.g., shares of Stock acquired under the Plan and possibly unvested Options) if the total cost of their foreign property exceeds a specified threshold at any time in the year. It is the Optionee’s responsibility to comply with these reporting obligations, and the Optionee should consult his or her own personal tax advisor in this regard.
COSTA RICA

There are no country-specific provisions.

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FRANCE
Option Not Qualified
The Option is not granted under the French specific regime provided by Articles L. 225-177 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code.
Language Consent
By accepting the Option, the Optionee confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language. The Optionee accepts the terms of those documents accordingly. The Optionee confirms that the Optionee has a good knowledge of the English language.
 En acceptant l’Option, le Titulaire de l’Option confirme avoir lu et compris les documents relatifs à cette Option (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Titulaire de l’Option accepte les termes de ces documents en connaissance de cause. Etant précisé que le Titulaire de l’Option a une bonne maîtrise de la langue anglaise.
Foreign Asset/Account Information
The Optionee may hold shares of Stock acquired upon exercise of the Option, any proceeds resulting from the sale of shares of Stock or any dividends paid on such shares of Stock outside of France, provided the Optionee declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the resident.
HONG KONG
Lapse of Restrictions
If, for any reason, shares of Stock are issued to the Optionee within six (6) months of the Grant Date, the Optionee agrees that he or she will not sell or otherwise dispose of any such shares of Stock prior to the six (6)-month anniversary of the Grant Date.
Wages
The Option and shares of Stock subject to the Options do not form part of the Optionee’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.
Securities Law
Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Optionee is advised to exercise caution in relation to the offer. If the Optionee is in any doubt about any of the contents of this document, the Optionee should obtain independent professional advice. Neither the grant of the Options nor the settlement of the Options upon vesting constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. This Agreement, the Plan and other incidental communication materials distributed in connection with the Options (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.

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IRELAND
Exercise Period. The following provision shall supplement Section 6 of the Agreement:
‘Solely for the purposes of this Agreement, and not withstanding anything to the contrary in the Plan, the Optionee’s employment or service will be deemed to terminate, and severance of Optionee’s employment relationship will be deemed to occur, on the date that the Optionee ceases to be actively employed by or actively provide services to the Company or any of its Subsidiaries or Affiliated Companies. Accordingly, in the event of termination of the Optionee’s employment or service, the Option shall cease to vest, and the exercise period following severance of the Optionee’s employment relationship shall be measured from, the date of cessation of active employment or service and shall not be extended by any notice period mandated or implied under local law, contract or otherwise during which the Optionee is not actually actively employed or providing services or during or for which the Optionee receives pay in lieu of notice or severance pay or is on garden leave or similar leave. The Company shall have the sole discretion to determine when the Optionee is no longer actively employed or actively providing services for purposes of this Agreement, without reference to any other agreement, written or oral, including the Optionee’s contract of employment or service.’
Responsibility for Taxes. The following provision shall supplement Section 9 of the Agreement:
‘Regardless of any action the Company (or any Subsidiary) takes with respect to any or all Taxes, the Optionee acknowledges that the ultimate liability for all Taxes is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company (or any Subsidiary). the Optionee further acknowledges that the Company and its Subsidiaries (including the Optionee’s employer): (i) make no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Option, including the grant, vesting or exercise of the Option or the subsequent sale of any shares of common stock acquired at exercise; and (ii) do not commit to, and are under no obligation to, structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Taxes or achieve any particular tax result. Further, if the Optionee is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Optionee acknowledges that the Company and/or its Subsidiaries (including the Optionee’s employer or former employer, as applicable) may be required to withhold or account for Taxes in more than one jurisdiction.’
Definitions. The following provision shall be inserted as Section 19(b)(ii) of the Agreement (and current subsection (ii) shall be (iii)):
(ii)    in Ireland, (A) in respect of an Optionee that is an Employee, that such Optionee is on medically certified sick leave in accordance with any relevant policy in place within the Company or a Subsidiary and is deemed by the Company or a Subsidiary to have a “disability” for the purposes of the Employment Equality Acts 1998–2015; and (B) in respect of an Optionee that is not an Employee, that such Optionee is unable to perform the material and substantial duties that such Optionee was retained by the Company or a Subsidiary to perform and such inability arises due to sickness or injury.
The following provision shall be inserted as Section 19(d) of the Agreement:
“Taxes” means any income tax or national contributions or any other payroll or statutory taxes or payment on account of obligations or other payments which the Committee determines must be withheld, collected or accounted for.
PORTUGAL

There are no country-specific provisions.

SRI LANKA
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Optionee Acknowledgements.

The following provision shall substitute Section 16(f) of the Agreement:

“this Option, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary or earnings or remuneration for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, cash value of food, meal allowance, cost of living allowance, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;”

The following provision shall substitute Section 16(j) of the Agreement:

“the Option and the Optionee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Optionee’s employment or service relationship (if any).”
Exchange Control, Foreign Asset/Account and/or Tax Reporting. The following provision shall supplement Section 25 of the Agreement:

“As per the statutory requirements under the Foreign Exchange Act, No. 12 of 2017, of Sri Lanka:

(i)the Optionee shall make the payment of the exercise price of the Option to the Company through an Outward Investment Account (“OIA”) or a Personal Foreign Currency Account (“PFCA”) opened and maintained by such Optionee with a licensed commercial bank in Sri Lanka;

(ii)where the Employee makes the payment of the exercise price of the Option to the Company, any dividend income and any proceeds from the sale of shares of Stock acquired upon exercise shall be brought into Sri Lanka by the Optionee through the same OIA/PFCA through which the initial investment was made, within three months from the date of receipt.”

SWEDEN
Responsibility for Taxes. The following provision shall supplement Section 9 of the Agreement:
‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 9 of the Agreement, in accepting the Option, the Optionee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Optionee upon exercise of the Option to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’
UNITED KINGDOM
Method of Exercise Price
Notwithstanding anything to the contrary in the Plan or in Sections 7 or 9 of this Agreement, no Tax-Related Items may be paid by tendering shares of Stock or by having the Company withhold or retain shares of Stock otherwise issuable upon exercise of the Option.
Notwithstanding anything to the contrary in the Plan or in Section 7 of this Agreement, the exercise price of the Option may not be paid by tendering shares of Stock or by having the Company withhold or retain shares of Stock otherwise issuable upon exercise of the Option.
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Exercise Period. The following provision shall supplement Section 6 of the Agreement:
‘Solely for the purposes of this Agreement, and not withstanding anything to the contrary in the Plan, the Optionee’s employment will be deemed to terminate, and severance of the Optionee’s employment relationship will be deemed to occur, on the date that the Optionee ceases to be actively employed by or actively provide services to the Company or any of its Subsidiaries or Affiliated Companies. Accordingly, in the event of termination of the Optionee’s employment, the Option shall cease to vest, and the exercise period following severance of the Optionee’s employment relationship shall be measured from, the date of cessation of active employment and shall not be extended by any notice period mandated or implied under local law, contract or otherwise during which the Optionee is not actually actively employed or during or for which the Optionee receives pay in lieu of notice or severance pay or is on garden leave or similar leave. The Company shall have the sole discretion to determine when the Optionee is no longer actively employed or actively providing services for purposes of this Agreement, without reference to any other agreement, written or oral, including the Optionee’s contract of employment.’
Responsibility for Taxes.
Notwithstanding anything contrary in the Plan and Section 9(b)(i) of the Agreement, in the case of national insurance contributions (“NICs”), the Employer may only withhold from the Optionee’s wages or cash compensation such amount as is permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004).
The following provision shall supplement Section 9 of the Agreement:
‘The Optionee hereby irrevocably agrees that the Company or the Employer (if different) may recover from the Optionee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the Option or the Optionee’s participation in the Plan (“Employer NICs”) to the extent permitted by applicable law and, at the request of the Company at any time before the exercise of an Option, the Optionee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for such Employer NICs shall be transferred to the Optionee.
The Optionee hereby agrees that the Optionee is liable for all Taxes and hereby covenants to pay all such Taxes, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority) or required by applicable law. The Optionee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer on an after tax basis against any Taxes that they are required (or reasonably consider they are required) to pay, or withhold and account for on the Employee’s behalf, or have paid or will pay, to HMRC (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, and employee NICs.
The amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Optionee on which additional income tax and NICs may be payable. The Optionee understands that the Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit pursuant to the indemnity above, which may be recovered from the Optionee by the Company or the Employer by any of the means referred to in Section 9 of the Agreement.
The Optionee irrevocably agrees to enter into a joint election under section 431(1) of ITEPA 2003 with its employer or former employer in respect of the Shares to be acquired on exercise of the Option as a condition to the exercise of the Option.’
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Definitions. The following provisions shall be inserted as Section 19(d) and 19(e) of the Agreement respectively:
“Optionee” for the purposes of awards made under this Agreement means any Employee that is resident for tax purposes, or works, in the UK as at the Grant Date.
“Taxes” means (i) any income tax, primary class 1 employee national insurance contributions or any other payroll or statutory taxes or payment on account of obligations or other payments which the Committee determines must be withheld, collected or accounted for by the Company or the Employer (if different) in connection with the Option, any Shares acquired on its exercise and any benefits related thereto (ii) any Employer NICs to the extent recoverable by applicable law.
Securities Disclosure
This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and Options are exclusively available in the UK to bona fide employees and former employees of the Company and any UK Subsidiary of the Company.

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SYSCO CORPORATION
STOCK OPTION AGREEMENT

APPENDIX B



















20
Exhibit 10.4
SYSCO CORPORATION
RESTRICTED STOCK UNIT AGREEMENT

Sysco Corporation (the “Company”) hereby agrees to award to you (the “Grantee”) Restricted Stock Units (“RSUs”) in accordance with and subject to the terms, conditions and restrictions of this Restricted Stock Unit Agreement (the “Agreement”). Except as otherwise provided in Section 3 in the event of the Grantee’s death, the RSUs hereby awarded (the “Award”) shall be settled in the form of shares of stock with each RSU earned being settled for one (1) share of the Company’s Common Stock, USD 1.00 par value (“Stock”), but until such settlement, the Award will be denominated in RSUs. Any RSUs earned will be settled, and the corresponding shares of Stock will be issued to the Grantee, on the date set forth on Appendix A if the terms and conditions described in this Agreement are satisfied. The number of RSUs subject to this Award and the date of this Award (the “Grant Date”) are set forth in the records of the Company and have been communicated to the Grantee either: (1) directly to the Grantee by the Company; or (2) electronically by the Company through the website of a third party administrator engaged by the Company. This Award is made under the terms of the Sysco Corporation 2018 Omnibus Incentive Plan, as amended (the “Plan”), the terms of which are incorporated into this Agreement.

The Grantee must accept the Award in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the Compensation and Leadership Development Committee (the “Committee”). The Grantee shall indicate his or her acceptance of this Agreement, in the method directed by the Company. If he or she does not do so prior to 90 days from the Grant Date, then the Company may declare the Award null and void. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the Grantee’s heirs pursuant to the Grantee’s will or the laws of descent and distribution.

By accepting this Award, the Grantee confirms consent to the terms of the post-employment covenants communicated to the Grantee, if any, as a condition precedent to this Award, including the associated limitations on the Grantee’s behavior following termination of employment. The Grantee further acknowledges receipt of the Plan document and the Plan Prospectus.

TERMS AND CONDITIONS
(1)    General Conditions. This Award is in the form of RSUs that vest in shares of Stock on the dates set forth in Appendix: Vesting Schedule (the “Vesting Date”), except as otherwise provided in Section 3 below in the event of the Grantee’s death. Please refer to Appendix: Vesting Schedule. If the terms and conditions set forth in this Agreement are satisfied, the shares of Stock will be released to the Grantee as soon as administratively practicable following the Vesting Date. If these terms and conditions are not satisfied, the Award shall be forfeited. Capitalized terms in this Agreement refer to defined terms in the Plan, except as otherwise defined herein. Except as provided in Section 3 or in Appendix A, the shares of Stock shall be issued following the Vesting Date only if the Grantee is continuously employed by the Company or a Subsidiary (the entity employing the Grantee being the “Employer”) from the Grant Date until the end of the vesting period. For the avoidance of doubt, for purposes of this Agreement, the Grantee’s transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company or from one Subsidiary to another Subsidiary shall not constitute a termination of employment.
(2)    Stock, Dividends and Voting Rights. As soon as administratively practicable following the Vesting Date, or as otherwise provided in Section 3 below, the number of indicated shares of Stock shall be issued to the Grantee, provided all conditions are satisfied. Prior to the issuance of shares of Stock and any Dividend Equivalents (as defined below), the Grantee shall have no rights with respect to the shares of Stock, including, but not limited to rights to sell, assign, vote, exchange, transfer, pledge, hypothecate or otherwise dispose of the shares of Stock and any Dividend Equivalents. In addition, prior to the issuance of the shares of Stock and any Dividend Equivalents, the Grantee shall not be entitled to receive dividends and shall not have any other rights with respect to the Stock and any Dividend Equivalents. Notwithstanding the foregoing, if the Grantee works or resides outside the United States, the Company may, in its sole discretion, settle the


RSUs in the form of a cash payment to the extent settlement in shares of Stock: (a) is prohibited under local law; (b) would require the Grantee, the Company or any of its Subsidiaries to obtain the approval of any governmental and/or regulatory body in the Grantee’s country; or (c) is administratively burdensome. Alternatively, the Company may, in its sole discretion, settle the RSUs in shares of Stock, but require the Grantee to sell such shares of Stock immediately or within a specified period following the Grantee’s termination of employment (in which case, by entering into this Agreement the Grantee shall give the Company the authority to issue sales instructions on the Grantee’s behalf).
(3)    Employment Events. Subject to Appendix A, if Grantee’s employment with the Company terminates or is interrupted, or if Grantee’s status changes under the circumstances described below, Grantee’s rights with respect to the Award will be affected as provided in this Section 3. If Grantee’s employment with the Company is terminated prior to the Vesting Date for reasons other than those set forth below, the Award shall be forfeited. However, when an Award continues to vest as if active employment continued for the entire vesting period following an employment event as set forth below, the vesting of the Award will be conditioned upon Grantee’s compliance with the terms and conditions of the post-employment covenants and all other terms and conditions of this Agreement.
Event
Following Grant Date and Prior to Vesting Date
Employment with the Employer terminates because of Disability (as defined in Section 15).
The Award will continue to vest as if active employment continued for the entire vesting period.
Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 15).
The Award shall:
•continue to vest as if active employment continued for the entire vesting period if employment terminates as a result of a Retirement in Good Standing on or after the first Vesting Date.
•be forfeited in its entirety if employment terminates as a result of Retirement in Good Standing prior to the first Vesting Date.
Employment with the Employer terminates because of death.
All unvested RSUs subject to the Award shall immediately vest and be distributable to Grantee’s estate as soon as administratively practicable.
Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 15).
The Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting.
Military leave or other leave to the extent required by applicable law
For this purpose, employment is deemed to continue during the vesting period.
Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1
The Award will continue to vest as if active employment continued for the entire vesting period.

1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the Committee shall have no obligation to consider any such matters.
2



(4)    Dividend Equivalents. In the event that the Company sets a Record Date for the payment of a dividend on its Stock from the date of this Agreement until the Award is fully vested, the Grantee shall be entitled to receive with respect to the RSUs, dividend equivalent amounts equal to the regular cash dividend payable to holders of the Company’s Stock (to the extent regular quarterly cash dividends are paid) as if the Grantee were an actual shareholder with respect to the number of shares of Stock equal to the Grantee’s outstanding RSUs (whether vested or unvested) (the “Dividend Equivalents”). The Grantee’s right to Dividend Equivalents shall cease upon forfeiture or payment of the RSUs pursuant to Section 2, 3 or 8, as applicable. The aggregate amount of such Dividend Equivalents shall be held by the Company, without interest thereon, and shall be paid, if and when, and only to the extent that, the shares subject to the Award vest and are issued to the Grantee.
(5)    Responsibility for Taxes.
(a)    By accepting the Award and irrespective of any action taken by the Company or the Employer, the Grantee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), is and remains the responsibility of the Grantee or the Grantee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer, if any. The Grantee acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.
(b)    Grantee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following:

(i)    withholding from the Grantees’ wages or other cash compensation, including Dividend Equivalents, paid to the Grantee by the Company and/or the Employer, or any other payment of any kind otherwise due to the Grantee by the Company and/or the Employer; or
(ii)    withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or
(iii)    retention of or withholding in shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items.
The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates.
(c)    Notwithstanding the foregoing in Section 5(b), the Company, the Employer or their respective agents, as applicable, intend to withhold shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, unless the Grantee pays the applicable withholding amount in cash prior to any relevant taxable or tax withholding event, in accordance with procedures established by the Company, the Employer or their respective agents, as applicable. Further, if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 5(b)(i) and (ii).

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(d)    If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock for tax purposes, the Grantee is deemed to have been issued the full amount of shares of Stock subject to the Award, notwithstanding that an amount of shares of Stock is retained solely for the purpose of paying the Tax-Related Items.

(e)    In addition, the Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

(f)    The Grantee further acknowledges that the Company and/or the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the issuance of shares of Stock upon settlement of the Award, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(g)    Notwithstanding the above, for any FICA and Medicare tax withholding obligation that arises: (i) upon the Grantee becoming eligible for Retirement in Good Standing (on or after the first Vesting Date) or Disability; and (ii) prior to a time for which shares of Stock subject to such a continued vesting have otherwise become payable, those obligations shall be satisfied by deducting from the shares of Stock under this Award that number of shares of Stock which have a Fair Market Value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding obligations due with respect to this Award, and any portion of a previous award made to Grantee under the Plan for which such tax withholding obligations arise, rounded up to the nearest whole share; provided, however, that no such withholding method shall be applied to a Grantee who, at the time of such determination, is subject to Section 16 of the U.S. Securities Exchange Act of 1934 pursuant to Rule 16a-2 promulgated thereunder.

(6)    Plan Administration. The Award described in this Agreement has been granted subject to the terms of the Plan, and the shares deliverable to the Grantee in connection with an Award will be from the shares available for grant pursuant to the terms of the Plan. Any change, interpretation, determination or modification of this Agreement by the Committee shall be final and conclusive for all purposes and on all persons including the Company and the Grantee; provided, however, that with respect to any amendment or modification of the Plan, which affects the Award made hereby, the Committee shall have determined that such amendment or modification is in the best interests of the Grantee of such Award. The Committee has the exclusive discretionary authority to make findings of fact, conclusions, and determinations regarding the interpretation of the Agreement or relevant Plan provisions or the administration of the Award (including, but not limited to determining exchange rates for Award settlement), and will have the exclusive and final authority to determine all calculations of all Award amounts. The Committee has the exclusive authority to establish administrative procedures to implement the terms of the Award. Any such procedure will be conclusive and binding on Participant.
(7)    Post-Employment Covenants.
(a)    Notwithstanding any other term of the Agreement or any prior agreement to the contrary, in order to be eligible to earn any portion of the Award, the Grantee must have entered into an agreement containing restrictive covenants concerning limitations of the Grantee’s behavior both during employment and following termination of employment that is satisfactory to the Company or one of its Affiliated Companies. In the event the Grantee engages in any action that violates any
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such restrictive covenants at any time during the term of the Agreement, the Award shall be forfeited. The Grantee further agrees that to the extent permitted by applicable law, upon demand by the Company or one of its Affiliated Companies, the Grantee will forfeit, return or repay the Benefits and Proceeds (as defined below) in the event the Grantee breaches any post-employment covenant with the Company and/or any of its Subsidiaries.

(b)    For purposes of this Agreement, “Benefits and Proceeds” means:

(i)    to the extent the Grantee has received any shares of Stock in satisfaction of this Award and the Grantee continues to hold those shares of Stock, the shares of Stock so acquired;

(ii)    to the extent the Grantee has received any shares of Stock in satisfaction of this Award and no longer owns the shares of Stock so acquired, cash in an amount equal to the Fair Market Value of such shares of Stock on the date such payment is demanded by the Company (which, unless otherwise determined by the Committee, shall be equal to the closing sale price during regular trading hours of the shares of Stock as reported by the New York Stock Exchange on such date);

(iii)    to the extent the Grantee has not received any shares of Stock in satisfaction of this Award, all of the Grantee’s remaining rights, title or interest in the Award; and

(iv)    cash in an amount equal to any Dividend Equivalents paid in connection with the RSUs.

(c)    Upon reasonable request, the Grantee shall make himself or herself available to the Company to furnish full and truthful information concerning any event which took place during the Grantee’s employment and to furnish full and truthful consultations concerning any potential litigation.

(8)     Clawback. The Award shall be subject to the Company’s Incentive Payment Clawback Policy and the Company’s Executive Officer Incentive Payment Clawback Policy, as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing applicable stock exchange listing standards or rules and regulations thereunder.

(9)    Right of Set-Off. The Grantee agrees that the Company may, to the extent determined by the Company to be permitted by applicable law and consistent with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), retain for itself funds otherwise payable to the Grantee pursuant to the Award or any award under any award program administered by the Company to offset (a) any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which the Grantee was the subject; or (b) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, or repayment obligations under any award agreement. The Company may not retain such funds and set-off such obligations or liabilities, as described above, until such time as they would otherwise be payable to the Grantee in accordance with the Award terms. Only after-tax amounts will be applied to set-off the Grantee’s obligations and liabilities and the Grantee will remain liable to pay any amounts that are not thereby satisfied in full.
(10)    Modification. If any of the terms of this Agreement may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Grantee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which
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enforcement is sought, except where specifically provided to the contrary herein. Neither the Committee nor the Company will be liable to the Grantee for any additional personal tax or other adverse consequences of any modifications to the Award.
(11)    Data Privacy. The Grantee hereby acknowledges, and to the extent that consent is required, consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement and any other Award materials by and among, as applicable, the Employer, the Company and any Affiliated Company for the purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Employer and the Company will be joint data controllers in relation to the Grantee’s personal data.
The Grantee understands that the Employer, he Company and any Affiliated Companies may hold certain personal information about the Grantee, including but not limited to his or her name, home address, email address, telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company and details of all Awards or any other entitlements to shares of Stock awarded, cancelled, vested, unvested, or outstanding in the Grantee’s favor (“Data”), for the purpose of implementing, administering or managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable local law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other appropriate personal and financial data about the Grantee. The Grantee hereby provides explicit consent to the Company, the Employer and any Affiliated Companies to process any such Data to the extent it is necessary for the purposes of implementing, administering and managing the Grantee’s participation in the Plan.
The Grantee understands that Data will be transferred, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., Canada, United Kingdom, France or other location) may have data privacy laws and protections which provide standards of protection that are different to, or lower than, the standards provided by the data privacy laws in the Grantee’s country (e.g. the United States). The Grantee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to or deletion of Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee Awards or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.
Finally, upon request of the Company or the Employer, the Grantee agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to
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obtain from the Grantee for the purposes of administering the Grantee’s participation in the Plan in compliance with the data privacy laws in the Grantee’s country, either now or in the future. The Grantee understands and agrees that the Grantee will not be able to participate in the Plan if the Grantee fails to provide any such consent or agreement requested by the Company and/or the Employer.
(12)    Grantee Acknowledgements. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law:
(a)    the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan and applicable law;

(b)    this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;

(c)    all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of shares of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;

(d)    participation in this Plan or program is voluntary;

(e)    this Award and the underlying shares of Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;

(f)    the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;

(g)    for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);

(h)    the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;

(i)    no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any
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reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

(j)    the RSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;     

(k)    if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement; and

(l)    in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will control.
(13)    No Advice Regarding Grant. Neither the Company nor any Affiliated Company is providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying shares of Stock. The Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
(14)    Entire Agreement; Severability. The Plan and this Agreement set forth the entire understanding between the Grantee, the Employer, the Company, and any Affiliated Company regarding the acquisition of the shares of Stock relating to this Award and supersedes all prior oral and written agreements pertaining to this Award. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Grantee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect.
(15)    Definitions. For purposes of this Agreement:
(a)    “Change in Control Termination” means the occurrence of both:

(i)     a Change in Control; and

(ii)     during the period commencing 12 months prior to the first occurrence of the Change in Control and ending 24 months after such Change in Control, the Company or one of its Subsidiaries involuntarily terminates the Grantee’s employment without Cause or the Grantee terminates employment for Good Reason.

(b)    “Disability” means:

(i)in the United States, that the Grantee has been determined by the Social Security Administration to be totally disabled; and

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(ii)in all other jurisdictions, as determined pursuant to the Employer’s long-term disability policy.

(c)    “Retirement in Good Standing” means:

(i)in the United States and Canada, termination of employment either voluntarily or involuntarily, other than for Cause, after the date the Grantee: (A) reaches age 55 and the Grantee has 10 or more continuous years of service (i.e., without any termination of service) with the Company and its Subsidiaries on or before Grantee’s date of termination; or (B) reaches age 65, regardless of years of service with the Company and its Subsidiaries; or in all other jurisdictions, retirement as determined by the Committee in its sole discretion; and

(ii)the Committee has approved that such termination will be treated as a Retirement in Good Standing.

(16)    Compliance with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Stock, the Company shall not be required to deliver any Stock issuable upon settlement of the Award prior to the completion of any registration or qualification of the Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Grantee understands that the Company is under no obligation to register or qualify the Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Stock. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Grantee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Stock.
(17)    Language. If the Grantee is resident in a country where English is not an official language, the Grantee acknowledges and agrees that it is his or her express intent that this Agreement and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs be drawn up in English. Further, the Grantee acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of this Agreement and any documents related to the Plan or has had the ability to consult with an advisor who is sufficiently proficient in the English language. If the Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(18)    Electronic Delivery and Acceptance. The Grantee consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports or other related documents, and to the electronic review, confirmation and acceptance procedures governing this Award. The Grantee consents and agrees that any such electronic procedures may be affected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan. The Grantee further agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee acknowledges and agrees that the Company may provide personal information regarding the Grantee and any Award under the Plan, including, but not limited to this Award, to any third party engaged by the Company to provide administrative or brokerage services related to the Plan.
(19)    Waiver. The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other Grantee.
(20)    Insider Trading Restrictions. By participating in the Plan, the Grantee agrees to comply with the Company’s policy on insider trading. The Grantee further acknowledges that, depending on the
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Grantee’s or his or her broker’s country of residence or where the shares of Stock are listed, the Grantee may be subject to insider trading restrictions and/or market abuse laws which may affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., Awards) or rights linked to the value of shares of Stock, during such times the Grantee is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Grantee’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Grantee places before he or she possessed inside information. Furthermore, the Grantee could be prohibited from: (a) disclosing the inside information to any third party (other than on a “need to know” basis); and (b) “tipping” third parties or causing them otherwise to buy or sell securities. The Grantee understands that third parties may include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee acknowledges that it is the Grantee’s responsibility to comply with any applicable restrictions, and that the Grantee should, therefore, consult with his or her personal legal advisor.
(21)    Exchange Control, Foreign Asset/Account and/or Tax Reporting. Depending upon the country to which laws the Grantee is subject, the Grantee may have certain foreign asset/account and/or tax reporting requirements that may affect his or her ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside the Grantee’s country of residence. The Grantee’s country may require that the Grantee report such accounts, assets or transactions to the applicable authorities in his or her country. The Grantee also may be required to repatriate cash received from participating in the Plan to his or her country within a certain period of time after receipt. The Grantee is responsible for knowledge of and compliance with any such regulations and should speak with his or her personal tax, legal and financial advisors regarding same.
(22)    Mobility. If, during the course of the Grantee’s employment with the Company or any of its Subsidiaries or during the provision of services to the Company or any of its Subsidiaries, the Grantee relocates to another jurisdiction, the Company reserves the right to modify the terms of this Agreement and/or impose other requirements on the Grantee’s participation in the Plan, on the RSUs and on any shares of Stock acquired under the Plan, to the extent the Company or any of its Subsidiaries determine it is necessary or advisable to comply with local law, rules and/or regulations or to facilitate the operation and administration of the RSUs and the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Grantee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Grantee’s country of residence (or employment, if different).
(23)    Section 409A. This Agreement is intended to comply with the requirements of section 409A of the Code, and this Agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any provision in this Agreement to the contrary, if the Grantee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the payment until five days after the end of the six-month period following the Grantee’s “separation from service” (as defined under section 409A of the Code). If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the provisions of sections 416(i) and 409A of the Code. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. Notwithstanding any provision in this Agreement to the contrary, in the event of a Change in Control Termination, if the Change in Control does not constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets
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of, the Company under section 409A of the Code and if required by section 409A of the Code, payment will be made on the date on which payment would have been made had there been no Change in Control. For purposes of section 409A of the Code, each payment under this Agreement shall be treated as a separate payment. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with section 409A of the Code or other applicable law.
(24)    Governing Law and Venue. This Award and this Agreement has been made in and shall be governed by, construed under and in accordance with the laws of the State of Texas, without regard to the conflict of law provisions, as provided in the Plan. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Agreement, shall be brought and heard exclusively in the United States District Court for the Southern District of Texas or Harris County, Texas, USA. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.



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SYSCO CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
APPENDIX A
    This Appendix A includes additional terms and conditions that govern the Award granted to the Grantee under the Plan if the Grantee resides and/or works in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the Grant Date, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Grantee. Moreover, if the Grantee relocates to one of the countries listed below, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
Certain capitalized terms used but not defined in this Appendix A have the same meanings set forth in the Plan and/or the Agreement, as applicable.
This Appendix A also includes information regarding securities, exchange control and certain other tax or legal issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of July 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Appendix A as the only source of information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date when the Award vests, shares of Stock are issued to the Grantee and/or the Grantee sells shares of Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation and the Company is not in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantee’s country may apply to his or her situation. Furthermore, additional privacy laws may apply in the Grantee’s country.
Finally, if the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the Grant Date, the information contained herein may not be applicable to the Grantee in the same manner.
EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) / UNITED KINGDOM (“UK”)
Data Privacy. If the Grantee resides and/or is employed in the EU/EEA/UK, Section 11 of the Agreement shall be replaced with the following:
The Company, being the applicable data controller, is located at 1390 Enclave Parkway, Houston, Texas 77077, USA and issues Awards under the Plan to employees of the Company and its Affiliated Companies in its sole discretion. The Grantee should review the following information about the Company’s data processing practices.
Definitions.
“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the EU and UK, including the EU GDPR; the UK GDPR; any laws or regulations ratifying, implementing, adopting, supplementing or replacing the UK GDPR, including the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426); all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data; and any mandatory guidance and codes of practice issued by the Information
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Commissioner’s Office and applicable to a party, in each case as amended, supplemented, replaced or superseded from time to time.
“Controller,” “Data Subject,” “Personal Data,” “Processing” and “Supervisory Authority” shall have the respective meanings given to them in the EU GDPR.
“EU GDPR” means the General Data Protection Regulation (EU) 2016/679.
“EU Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the European Commission pursuant to Data Protection Laws.
“EU SCCs” means the standard contractual clauses for the transfer of Personal Data from Controllers to Controllers established in third countries where the EU GDPR applies, pursuant to Regulation (EU) 2016/679 as set out in the Annex to the European Commission’s Implementing Decision (EU) 2021/914, or such alternative clauses as may be approved by the European Commission from time to time.
“UK Addendum” means where the UK GDPR applies, Version B1.0 of the Information Commissioner’s Office’s International Data Transfer Addendum to EU Commission Standard Contractual Clauses, or such alternative clauses as may be approved by the UK from time to time.
“UK GDPR” means the EU GDPR as incorporated into United Kingdom law by virtue of section 3 of the UK’s European Union (Withdrawal) Act 2018.
“UK Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the UK government pursuant to Data Protection Laws.
(a)Data Collection and Usage. Pursuant to applicable Data Protection laws, the Grantee is hereby notified that the Company collects, processes and uses certain Personal Data about the Grantee for the purpose of implementing, administering and managing the Plan and generally administering equity awards; specifically, including the Grantee’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Stock or directorships held in the Company, and details of all Awards or any entitlement to shares of Stock awarded, canceled, exercised, vested, or outstanding in the Grantee’s favor, which the Company receives from the Grantee or the Employer. In granting the Awards under the Plan, the Company will collect the Grantee’s Personal Data for purposes of allocating shares of Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and use of the Grantee’s Personal Data is that it is necessary for the performance of the Company’s contractual obligations under the Plan and performance of the Agreement. The Grantee’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Grantee’s ability to participate in the Plan. As such, by participating in the Plan, the Grantee voluntarily acknowledges the collection, use, processing and transfer of the Grantee’s Personal Data as described herein. The Company shall implement appropriate technical and organizational security measures to protect the Grantee’s Personal Data.

(b)Stock Plan Administration Service Provider. The Company transfers Personal Data to Fidelity Stock Plan Services LLC an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. The Company shall ensure that this, and any subsequent, administrator contractually agree to comply with data protection obligations required under the Data Protection Laws to protect the Grantee’s Personal Data. In the future, the Company may select a different service provider and share the Grantee’s data with another company that serves in a similar manner. The Company’s service provider will open an account for the Grantee to receive and trade shares of Stock. The Grantee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Grantee’s ability to participate in the Plan.

(c)International Data Transfers. The Company and its service providers are based in the United States. The Company can only meet its contractual obligations to the Grantee if the Grantee’s personal data is transferred to the United States. The Company’s legal basis for the transfer of the Grantee’s
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personal data to the United States is the performance of contractual obligations to the Grantee. The Company shall have in place such contractual transfer mechanism as may be required under the Data Protection Laws to govern this transfer. Specifically,

1.Where the Grantee’s Personal Data is transferred from the EU to the US, or other EU Non-Adequate Country, the Company shall comply with the EU SCCs.

2.Where the Grantee’s Personal Data is transferred from the UK to the US, or other UK Non-Adequate Country, the Company shall comply with the UK Addendum.

(d)Data Retention. The Company will use the Grantee’s Personal Data only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantee’s Personal Data, the Company will remove it from its systems. If the Company keeps the Grantee’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.

(a)Data Subject Rights. The Grantee may have a number of rights under Data Protection Laws in the Grantee’s country of residence. For example, the Grantee’s rights may include the right to: (i) request access or copies of Personal Data the Company processes; (ii) request rectification of incorrect or incomplete data; (iii) request deletion of data; (iv) place restrictions on or object to processing; (v) lodge complaints with the relevant Supervisory Authority in the Grantee’s country; and/or (vi) request a list with the names and addresses of all recipients of the Grantee’s personal data. To receive clarification regarding the Grantee’s rights or to exercise the Grantee’s rights, the Grantee should contact his or her local human resources department.

(b)Privacy Notice. Additional information regarding the Company's data protection practices are set out in the Company's Global Employee Data Privacy Notice, which is available on the Company’s intranet.

BAHAMAS
Settlement in Cash. Notwithstanding any provision in the Agreement to the contrary, pursuant to Section 2 of the Agreement, the RSUs will be settled in the form of a cash payment, except as otherwise determined by the Company.

CANADA
Stock, Dividends and Voting Rights. The following provision shall supplement Section 2 of the Agreement:
‘Notwithstanding any provisions herein to the contrary, the RSUs shall be settled only in shares of Stock (and may not be settled in cash). Such shares of Stock shall be either newly issued shares of Stock or shares of Stock that have been reacquired by the Company in the open market.’
The following provision shall supplement Section 4 of the Agreement:
Notwithstanding any provisions herein to the contrary, Participants in Canada shall not be awarded, and shall not be eligible to receive, any Dividend Equivalents pursuant to Section 4 of this Agreement.
Responsibility for Taxes. Notwithstanding Sections 5(b) and 5(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 5(b) of the Agreement.
Data Privacy. The following provision supplements Section 11 of the Agreement:
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‘The Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Grantee further authorizes the Company, any Subsidiary and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Grantee further authorizes the Company and any Subsidiary to record such information and to keep such information in the Grantee’s employee file, subject to applicable periods in accordance with applicable law.’
Grantee’s Acknowledgements. The following provision replaces Section 12(g) of the Agreement:
‘For purposes of the Award, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actually employed or otherwise rendering services to the Company or, if different, the Subsidiary to which the grantee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Grantee’s employment or other service agreement, if any). Unless otherwise extended by the Company, the Grantee’s right to vest in the Award, if any, will terminate effective as of such date (the “Termination Date”). The Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Grantee’s right to vest in the Award under the Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Grantee’s minimum statutory notice period.
In the event the date the Grantee is no longer providing actual service cannot be reasonably determined under the terms of this Agreement and/or the Plan, the Company shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be providing services while on a leave of absence). Any portion of the Award that is not vested on the Termination Date shall terminate immediately and be null and void. Unless the applicable employment standards legislation specifically requires, in the Grantee’s case, the Grantee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Grantee’s service relationship is terminated (as determined under this provision), nor will the Grantee be entitled to any compensation for lost vesting.’
Language Consent. The following terms and conditions apply to the Grantees resident in Quebec:
The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement relatif à la langue utilisée
 
Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.

Securities Law Information
 
The Grantee is permitted to sell shares of Stock acquired through the Plan subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. In accordance with the Canadian provincial and territorial resale restrictions, shares of Stock acquired through the Plan, if represented in certificated form, shall carry a legend describing the applicable resale restrictions. The Grantee should consult his or her own personal legal advisor in this regard.
 
Foreign Asset/Account Reporting Information
 
Canadian residents are required to report any foreign specified property (e.g., shares of Stock acquired under the Plan and possibly unvested Awards) if the total cost of their foreign specific property exceeds a
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specified threshold at any time in the year. It is the Grantee’s responsibility to comply with these reporting obligations, and the Grantee should consult his or her own personal tax advisor in this regard.

Non-Qualified Securities

Considering RSUs are not eligible for the stock option deduction under paragraph 110(1)(d) of the Income Tax Act (Canada), written notice is hereby given that the shares of Stock to be issued upon settlement of the RSUs are non-qualified securities for the purposes of paragraph 110(1)(d) of the Income Tax Act (Canada).

COSTA RICA

There are no country-specific provisions.

FRANCE

French-Qualified RSUs granted pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan and its French sub-plan as approved by the stockholders of the Company on November 16, 2018.

The RSUs are intended to qualify for the favorable tax and social security regime in France under Section L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended. Certain events may affect the status of the RSUs as French-Qualified RSUs, and the French-Qualified RSUs may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the RSUs. If the RSUs no longer qualify as French-Qualified RSUs, the favorable tax and social security treatment will not apply, and the gain at vesting will be treated as a salary income for French social security and income tax purposes, subject to the provisions of Article L. 242-1 and L. 242-14 of the French social security code.

Plan Terms. The RSUs are subject to the terms and conditions of the Plan and the French Sub-Plan. To the extent that any term is defined in both the Plan and the French Sub-Plan, for purposes of this grant of French-Qualified RSUs, the definition in the French Sub-Plan shall prevail.

Employment Events. Section 3 of the Agreement shall be supplemented with the following:

‘Notwithstanding anything in the Plan or the Agreement, in the event the Grantee’s employment with the Company or a Subsidiary terminates because of death prior to the satisfaction of the Performance Period, the RSUs will immediately vest and the performance-criteria will be deemed to have been met at Target performance levels and be transferable to the Grantee’s heirs. The Grantee’s heirs may request issuance of the underlying shares of Stock within six months after the Grantee’s death. If the Grantee’s heirs do not request the issuance of the underlying shares of Stock within six months of the Grantee’s death, the RSUs will be forfeited.’
Stock, Dividends and Voting Rights. Section 2 of the Agreement shall be supplemented with the following:

‘The Grantee may not sell or transfer the shares of Stock delivered upon settlement of the RSUs prior to the second anniversary of the Grant Date, or such other period as is required to comply with the minimum mandatory holding period applicable to French-Qualified RSUs under Section L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial code, the relevant sections of the French Tax Code or the French Social Security Code, as amended, to benefit from the favorable tax and social security regime. Notwithstanding the above, the Grantee’s heirs, in the case of the Grantee’s death, or the Grantee, in the case of Disability (as defined under the French Sub-Plan), are not subject to this restriction on the sale of shares of Stock. To ensure compliance with these restrictions, the shares of Stock the
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Grantee receives pursuant to the RSUs will be held with a broker designated by the Company (or according to any procedure implemented by the Company to ensure compliance with the restrictions) until such shares of Stock are sold. These restrictions will apply even after the Grantee is no longer employed by the Employer, the Company or a Subsidiary.

If the Grantee qualifies as a managing director under French law (“mandataires sociaux”) (i.e., Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions), the Grantee is required to hold 20% of the shares of Stock issued pursuant to the RSUs in a nominative account under the procedure implemented by the Company and may not to sell or transfer the shares of Stock until he or she ceases to serve as a managing director, as long as this restriction is a requirement under French law and unless French law or regulations provide for a lower percentage (in which case these requirements apply to the lower percentage of shares of Stock held).

Further, as long as the RSUs and the shares of Stock maintain their French-Qualified status, the shares of Stock cannot be sold during certain “Closed Periods” as provided for by Section L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended, and as interpreted by the French administrative guidelines, so long as these Closed Periods are applicable to shares of Stock issued pursuant to French-Qualified RSUs, and to the extent applicable. Notwithstanding the above, the Grantee’s heirs, in the case of the Grantee’s death, or the Grantee, in the case of Disability (as defined under the French Sub-Plan), are not subject to the restriction on the sale of shares of Stock during Closed Periods.’

Language Consent
 
By accepting the French Award, the Grantee confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language. The Grantee accepts the terms of those documents accordingly. The Grantee confirms that the Grantee has a good knowledge of the English language.
 
En acceptant l’Attribution, le Bénéficiaire confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Bénéficiaire accepte les dispositions de ces documents en connaissance de cause. Etant précisé que le Titulaire a une bonne maîtrise de la langue anglaise.
 
Foreign Asset/Account Information
 
The Grantee may hold shares of Stock acquired upon vesting/settlement of the Award, any proceeds resulting from the sale of shares of Stock or any dividends paid on such shares of Stock outside of France, provided the Grantee declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the resident. 

HONG KONG

Stock, Dividends and Voting Rights. The following provision shall supplement Section 2 of the Agreement:
‘Notwithstanding any provisions herein to the contrary, the RSUs shall be settled only in shares of Stock (and may not be settled in cash).’
Lapse of Restrictions
If, for any reason, shares of Stock are issued to the Grantee within six (6) months of the Grant Date, the Grantee agrees that he or she will not sell or otherwise dispose of any such shares of Stock prior to the six (6)-month anniversary of the Grant Date.
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Wages
The RSUs and shares of Stock subject to the RSUs do not form part of the Grantee’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.
Securities Law
Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Grantee is advised to exercise caution in relation to the offer. If the Grantee is in any doubt about any of the contents of this document, the Grantee should obtain independent professional advice. Neither the grant of the RSUs nor the settlement of the RSUs upon vesting constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. This Agreement, the Plan and other incidental communication materials distributed in connection with the RSUs (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.
 
IRELAND

Definitions. The following provision shall be inserted as Section 15(b)(ii) of the Agreement (and current subsection (ii) shall be (iii)):

(ii)    in Ireland, (A) in respect of a Grantee that is an Employee, that such Grantee is on medically certified sick leave in accordance with any relevant policy in place within the Company or a Subsidiary and is deemed by the Company or a Subsidiary to have a “disability” for the purposes of the Employment Equality Acts 1998–2015; and (B) in respect of a Grantee that is not an Employee, means that such Grantee is unable to perform the material and substantial duties that such Grantee was retained by the Company or a Subsidiary to perform and such inability arises due to sickness or injury. 

PORTUGAL

There are no country-specific provisions.

SRI LANKA
Settlement in Cash. Notwithstanding any provision in the Agreement to the contrary, pursuant to Section 2 of the Agreement, the RSUs will be settled in the form of a cash payment, except as otherwise determined by the Company.
Grantee Acknowledgements. The following provision shall substitute Section 12(e) of the Agreement:
“this Award and the underlying shares of Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary or earnings or remuneration for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, cash value of food, meal allowance, cost of living allowance, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;”
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The following provision shall substitute Section 12(j) of the Agreement:

“the RSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any);”

Exchange Control, Foreign Asset/Account and/or Tax Reporting. The following provision shall supplement Section 21 of the Agreement:

“As per the statutory requirements under the Foreign Exchange Act, No. 12 of 2017, of Sri Lanka, any dividend income and any proceeds from the sale of shares of Stock acquired upon settlement shall be brought into Sri Lanka by the Grantee through an Outward Investment Account or Personal Foreign Currency Account opened and maintained with a licensed commercial bank in Sri Lanka, within three months from the date of receipt.”

SWEDEN

Responsibility for Taxes. The following provision shall supplement Section 5 of the Agreement:

‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set for in Section 5 of the Agreement, in accepting the Award, the Grantee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Grantee upon settlement of the RSUs to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’

UNITED KINGDOM

Stock, Dividends and Voting Rights. The following provision shall supplement Section 2 of the Agreement:

Notwithstanding any provisions herein to the contrary, the PSUs shall be settled only in shares of Stock (and may not be settled in cash). Such shares of Stock shall be either newly issued shares of Stock or shares of Stock that have been reacquired by the Company in the open market.

Responsibility for Taxes.
 
Notwithstanding Sections 5(b) and 5(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 4(b) of the Agreement.

Notwithstanding anything contrary in the Plan and Section 5 of the Agreement, in the case of national insurance contributions (“NICs”), the Employer may only withhold from the Grantee’s wages or cash compensation such amount as is permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004).

The following provisions shall supplement Section 5 of the Agreement:

‘The Grantee hereby irrevocably agrees that the Company or the Employer (if different) may recover from the Grantee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan (“Employer NICs”) to the extent permitted by applicable law and, at the request of the Company at any time before the vesting of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM
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Revenue and Customs (“HMRC”), that the whole or any part of the liability for such Employer NICs shall be transferred to the Grantee.

The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer on an after tax basis against any Tax-Related Items that they are required (or reasonably consider they are required) to pay, or withhold or have paid or will pay, to HMRC on the Grantee’s behalf (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, employee NICs and Employer NICs to the extent recoverable by applicable law.

The amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs may be payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit pursuant to the  indemnity above, which may be recovered from the Grantee by the Company or the Employer by any of the means referred to in Section 5 of the Agreement.

The Grantee irrevocably agrees to enter into a joint election under section 431(1) of ITEPA 2003 with its employer or former employer in respect of the Shares to be acquired pursuant to the Award.’

Definitions. The following provision shall be inserted as Section 15(d) of the Agreement:

“Grantee” means any Employee that is resident for tax purposes, or works, in the UK as at the Grant Date.

Securities Disclosure

This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the Award are exclusively available in the UK to bona fide employees and former employees of the Company and any UK Subsidiary of the Company.


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Exhibit 10.5
SYSCO CORPORATION
PERFORMANCE SHARE UNIT AGREEMENT

For Performance Period FY2026 – FY2028
Sysco Corporation (the “Company”) hereby agrees to award to you (the “Grantee”) performance-based Restricted Stock Units (“PSUs”) in accordance with and subject to the terms, conditions and restrictions of this Performance Share Unit Agreement, (the “Agreement”). Except as otherwise provided in Section 3 in the event of the Grantee’s death, the PSUs hereby awarded (the “Award”) shall be settled in the form of shares of stock with each PSU earned being settled for one (1) share of the Company’s Common Stock, USD 1.00 par value (“Stock”), but until such settlement, the Award will be denominated in PSUs. Any PSUs earned will be settled, and the corresponding shares of Stock will be issued to the Grantee, on the date set forth below (the “Payment Date”) if the terms and conditions described in this Agreement are satisfied. The number of PSUs subject to this Agreement is expressed as a Target Award, subject to modification based on actual performance. The number of PSUs subject to the Target Award and the date of grant (the “Grant Date”) is set forth in the records of the Company and has been communicated to the Grantee either: (1) directly to the Grantee by the Company; or (2) electronically by the Company through the website of a third party administrator engaged by the Company. This Award is made under the terms of the Sysco Corporation 2018 Omnibus Incentive Plan, as amended (the “Plan”), the terms of which are incorporated into this Agreement.

The Grantee must accept the Award in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the Committee. The Grantee shall indicate his or her acceptance of this Agreement, in the method directed by the Company. If he or she does not do so prior to 90 days from the Grant Date, then the Company may declare the Award null and void. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the Grantee’s heirs pursuant to the Grantee’s will or the laws of descent and distribution.

By accepting this Award, the Grantee confirms consent to the terms of the post-employment covenants communicated to the Grantee as a condition precedent to this Award, including the associated limitations on the Grantee’s behavior following termination of employment. The Grantee further acknowledges receipt of the Plan document and the Plan Prospectus.

The following dates and defined terms are applicable for this Award:

Performance Period
June 29, 2025 to July 1, 2028
Performance Certification Date
The date of the first Compensation and Leadership Development Committee meeting following the completion of final financial statements for the Performance Period.
Payment Date
As soon as administratively possible following the Performance Certification Date, currently anticipated to be September 1, 2028, but no later than September 30, 2028.

The performance criteria shown in Appendix B (“Performance Criteria”) must be met for any Stock to be issued pursuant to an Award under this Agreement. There may be different performance criteria for different business, geographic or other organizational units that is not shown on Appendix B. The performance criteria that apply originally shall be based on the business, geographic or other organizational unit in which a Grantee is employed on the date the Award is granted. Should the Grantee move to a different business, geographic or organizational unit, or to an Affiliated Company, during the Performance Period, proration or adjustments shall be made pursuant to guidelines established by the Company from time to time. The number of shares of Stock that may be issued on the Payment Date shall
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be determined based upon the Target Award and the schedule shown in Appendix B, subject to Sections 1 and 3, and in the case of transfer, to the above-mentioned guidelines.


TERMS AND CONDITIONS

(1)    General Conditions. This Award is in the form of PSUs that settle in Stock on the Payment Date, except as otherwise provided in Section 3 below in the event of the Grantee’s death. If the terms and conditions set forth in this Agreement are satisfied, the number of shares of Stock earned based on actual performance achieved will be calculated as of the Performance Certification Date and issued to the Grantee on the Payment Date. If these terms and conditions are not satisfied, the Award shall be forfeited. Capitalized terms in this Agreement refer to defined terms in the Plan, except as otherwise defined herein.

(a)    Continuous Employment. Except as provided in Section 3 or in Appendix A, the Stock shall be issued on the Payment Date only if the Grantee is continuously employed by the Company or a Subsidiary (the entity employing the Grantee being the “Employer”) from the Grant Date until the end of the Performance Period. For the avoidance of doubt, for purposes of this Agreement, the Grantee’s transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company or from one Subsidiary to another Subsidiary shall not constitute a termination of employment.
(b)    Performance Conditions. The Stock shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Compensation and Leadership Development Committee of the Board (the “Committee”) shall certify whether, and to what extent, the Performance Criteria have been achieved with respect to the Performance Period. If actual performance does not meet the levels associated with the minimum performance necessary for any PSUs to be earned (“Threshold,” as set forth in Appendix B), no Stock shall be issued, and the Award shall be forfeited. If actual performance achieved exceeds the levels associated with maximum performance target(s) (“Maximum” as set forth in Appendix B), no additional PSUs may be earned over the Maximum. The resulting number of PSUs earned will be interpolated between threshold, target, and maximum performance levels corresponding to alternative performance levels specified in Appendix B.

(2)    Stock, Dividends and Voting Rights.

(a)    Issuance of Stock and Voting Rights. On the Payment Date, or as otherwise provided in Section 3 below in the event of the Grantee’s death, the number of shares of Stock equal to the number of PSUs earned based on the Performance Criteria shall be issued to the Grantee, provided all conditions are satisfied. Notwithstanding the foregoing, if the Grantee works or resides outside the United States, the Company may, in its sole discretion, settle the PSUs in the form of a cash payment to the extent settlement in shares of Stock: (i) is prohibited under local law; (ii) would require the Grantee, the Company or any of its Subsidiaries to obtain the approval of any governmental and/or regulatory body in the Grantee’s country; or (iii) is administratively burdensome. Alternatively, the Company may, in its sole discretion, settle the PSUs in shares of Stock but require the Grantee to sell such shares of Stock immediately or within a specified period following the Grantee’s termination of employment (in which case, by entering into this Agreement the Grantee shall give the Company the authority to issue sales instructions on the Grantee’s behalf). Prior to the Payment Date, the Grantee shall have no rights with respect to the shares of Stock, including, but not limited to rights to sell, assign, vote, exchange, transfer, pledge, hypothecate or otherwise dispose of the Stock. In addition, prior to the Payment Date, the Grantee shall not be entitled to receive dividends and shall not have any other rights with respect to the Stock.

(b)    Dividend Equivalents. Subject to Appendix A, to the extent the Grantee holds PSUs under this Award the Grantee will be credited with a dividend equivalent payment on each PSU upon the payment by the Company of any cash dividend on a share of Stock equal to the amount of such
2


dividend per share of Stock, which dividend equivalent payment shall be payable in cash (or if elected by the Committee in its sole discretion, in Shares having a Fair Market Value as of the Performance Certification Date equal to the amount of such dividends) on the Payment Date to the extent the underlying PSUs are earned. If and to the extent any PSUs subject to this Award are forfeited, any related dividend equivalent payment shall also be forfeited and no dividend equivalent payment shall be paid in respect of that portion of the Award which is forfeited and is not earned based on the achievement of the Performance Criteria applicable to the Award or the failure to satisfy the conditions set forth in Section 1.

(3)    Employment Events. Subject to Appendix A, if Grantee’s employment with the Company terminates or is interrupted, or if Grantee’s status changes under the circumstances described below, Grantee’s rights with respect to the Award will be affected as provided in this Section 3. If Grantee’s employment with the Company is terminated prior to the end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited.
Event
Following commencement of Performance Period and prior to the end of the Performance Period
Employment with the Employer terminates because of Disability (as defined in Section 14).
The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date.
Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 14).
If the Grantee:
•Incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Period, the Award is forfeited.
•Incurs a Retirement in Good Standing on or after the complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment.
After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.
Employment with the Employer terminates because of death.
The Grantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Stock on the date of the Grantee’s death and shall be paid as soon as administratively practicable within 75 days after the Grantee’s death.
Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14).
Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels.
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Event
Following commencement of Performance Period and prior to the end of the Performance Period
Military leave or other leave to the extent required by applicable law
Employment is deemed to continue during the Performance Period. After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date.
Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1
If less than a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36. After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.

1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the Committee shall have no obligation to consider any such matters.

(4)    Responsibility for Taxes.

(a)    By accepting the Award and irrespective of any action taken by the Company or the Employer, the Grantee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), is and remains the responsibility of the Grantee or the Grantee’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Grantee acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.
(b)    Grantee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following:
(i)    withholding from the Grantees’ wages or other cash compensation paid to the Grantee by the Company and/or the Employer, or any other payment of any kind otherwise due to the Grantee by the Company and/or the Employer; or

(ii)    withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or

(iii)     retention of or withholding in shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items.

The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates.

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(c)    Notwithstanding the foregoing in Section 4(b) of the Agreement, the Company, the Employer or their respective agents, as applicable, intend to withhold shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, unless the Grantee pays the applicable withholding amount in cash prior to any relevant taxable or tax withholding event, in accordance with procedures established by the Company, the Employer or their respective agents, as applicable. Further, if the Grantee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 4(b)(i) and (ii).

(d)    If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full amount of Stock subject to the Award, notwithstanding that an amount of Stock is retained solely for the purpose of paying the Tax-Related Items.
(e)    In addition, the Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock or the proceeds of the sale of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

(f)    The Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the issuance of Stock upon settlement of the Award, the subsequent sale of Stock acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(5)    Plan Administration. The Award described in this Agreement has been granted subject to the terms of the Plan, and the shares deliverable to the Grantee in connection with an Award will be from the shares available for grant pursuant to the terms of the Plan. Any change, interpretation, determination or modification of this Agreement by the Committee shall be final and conclusive for all purposes and on all persons including the Company and the Grantee; provided, however, that with respect to any amendment or modification of the Plan which affects the Award made hereby, the Committee shall have determined that such amendment or modification is in the best interests of the Grantee of such Award. The Committee has the exclusive discretionary authority to make findings of fact, conclusions, and determinations regarding the interpretation of the Agreement or relevant Plan provisions or the administration of the Award (including but not limited to determining exchange rates for Award settlement), and will have the exclusive and final authority to determine all calculations of all Award amounts. The Committee has the exclusive authority to establish administrative procedures to implement the terms of the Award. Any such procedure will be conclusive and binding on Participant.

(6)    Post-Employment Covenants.
(a)    Notwithstanding any other term of the Agreement or any prior agreement to the contrary, in order to be eligible to earn any portion of the Award, the Grantee must have entered into an agreement containing restrictive covenants concerning limitations of the Grantee’s behavior both during employment and following termination of employment that is satisfactory to the Company or one of its Affiliated Companies. In the event the Grantee engages in any action that violates any such restrictive covenants at any time during the term of the Agreement, the Award shall be
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forfeited. The Grantee further agrees that to the extent permitted by applicable law, upon demand by the Company or one of its Affiliated Companies, the Grantee will forfeit, return or repay the Benefits and Proceeds (as defined below) in the event the Grantee breaches any post-employment covenant with the Company and/or any of its Subsidiaries.

(b)    For purposes of this Agreement, “Benefits and Proceeds” means:

(i)    to the extent the Grantee has received any Stock in satisfaction of this Award and the Grantee continues to hold those shares of Stock, the shares of Stock so acquired;

(ii)    to the extent the Grantee has received any Stock in satisfaction of this Award and no longer owns the shares of Stock so acquired, cash in an amount equal to the Fair Market Value of such shares of Stock on the date such payment is demanded by the Company (which, unless otherwise determined by the Committee, shall be equal to the closing sale price during regular trading hours of the shares of Stock as reported by the New York Stock Exchange on such date); and

(iii)    to the extent the Grantee has not received any Stock in satisfaction of this Award, all of the Grantee’s remaining rights, title or interest in the Award.

(c)    Upon reasonable request, the Grantee shall make himself or herself available to the Company to furnish full and truthful information concerning any event which took place during the Grantee’s employment and to furnish full and truthful consultations concerning any potential litigation.

(7)     Clawback. The Award shall be subject to the Company’s Incentive Payment Clawback Policy and the Company’s Executive Officer Incentive Payment Clawback Policy, as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing applicable stock exchange listing standards or rules and regulations thereunder.

(8)    Right of Set-Off. The Grantee agrees that the Company may, to the extent determined by the Company to be permitted by applicable law and consistent with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), retain for itself funds otherwise payable to the Grantee pursuant to the Award or any award under any award program administered by the Company to offset: (a) any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which the Grantee was the subject; or (b) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, or repayment obligations under any award agreement. The Company may not retain such funds and set-off such obligations or liabilities, as described above, until such time as they would otherwise be payable to the Grantee in accordance with the Award terms. Only after-tax amounts will be applied to set-off the Grantee’s obligations and liabilities and the Grantee will remain liable to pay any amounts that are not thereby satisfied in full.

(9)    Modification. If any of the terms of this Agreement may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Grantee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein. Neither the Committee nor the Company will be liable to the Grantee for any additional personal tax or other adverse consequences of any modifications to the Award.

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(10)    Data Privacy. The Grantee hereby acknowledges, and to the extent that consent is required, the Grantee hereby consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement and any other Award materials by and among, as applicable, the Employer, the Company and any Affiliated Company for the purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Employer and the Company will be joint data controllers in relation to the Grantee’s personal data.

The Grantee understands that the Employer, the Company and any Affiliated Companies may hold certain personal information about the Grantee, including but not limited to his or her name, home address, email address, telephone number, date of birth, social security number, passport number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company and details of all Awards or any other entitlements to shares of Stock awarded, cancelled, vested, unvested, or outstanding in the Grantee’s favor (“Data”), for the purpose of implementing, administering or managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable local law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other appropriate personal and financial data about the Grantee. The Grantee hereby provides explicit consent to the Company, the Employer and any Affiliated Companies to process any such Data to the extent it is necessary for the purposes of implementing, administering and managing the Grantee’s participation in the Plan.

The Grantee understands that Data will be transferred, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, to such equity plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., Canada, the United Kingdom, France or other location) may have data privacy laws and protections which provide standards of protection that are different to, or lower than, the standards provided by the data privacy laws in the Grantee’s country (e.g., the United States). The Grantee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the Company, the Company’s equity service plan provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to or deletion of Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee Awards or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

Finally, upon request of the Company or the Employer, the Grantee agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Grantee for the purposes of administering the Grantee’s participation in the Plan in compliance with the data privacy laws in the Grantee’s country, either now or in the future. The
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Grantee understands and agrees that the Grantee will not be able to participate in the Plan if the Grantee fails to provide any such consent or agreement requested by the Company and/or the Employer.

(11)    Grantee Acknowledgements. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law:

(a)    the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan and applicable law;
(b)    this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c)    all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee;
(d)    participation in this Plan or program is voluntary;

(e)    this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;

(f)    the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any;
(g)    for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence);
(h)    the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty;
(i)    no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the
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jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
(j)    the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved;

(k)    if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and

(l)    in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will control.

(12)    No Advice Regarding Grant. Neither the Company nor any Affiliated Company is providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying Stock. The Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(13)    Entire Agreement; Severability. The Plan and this Agreement set forth the entire understanding between the Grantee, the Employer, the Company, and any Affiliated Company regarding the acquisition of the Stock relating to this Award and supersedes all prior oral and written agreements pertaining to this Award. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the Grantee and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect.

(14)    Definitions. For purposes of this Agreement:
(a)    “Retirement in Good Standing” means:

(i)    in the United States and Canada, termination of employment either voluntarily or involuntarily, other than for Cause, after the date the Grantee: (A) reaches age 55 and the Grantee has 10 or more years of continuous service (i.e., without any termination of service) with the Company and its Subsidiaries on or before the Grantee’s date of termination; or (B) reaches age 65, regardless of years of service with the Company and its Subsidiaries; or in all other jurisdictions, retirement, as determined by the Committee in its sole discretion; and

(ii)    the Committee has approved that such termination will be treated as a Retirement in Good Standing.

(b)    “Disability” means:

(i)    in the United States, that the Grantee has been determined by the Social Security Administration to be totally disabled; and
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(ii)     in all other jurisdictions, disability, as determined pursuant to the Employer’s long-term disability policy.

(c)    “Change in Control Termination” means the occurrence of both:

(i)     a Change in Control; and

(ii)     during the period commencing 12 months prior to the first occurrence of the Change in Control and ending 24 months after such Change in Control, the Company or one of its Subsidiaries involuntarily terminates the Grantee’s employment without Cause or the Grantee terminates employment for Good Reason.

(15)    Compliance with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Stock, the Company shall not be required to deliver any Stock issuable upon settlement of the Award prior to the completion of any registration or qualification of the Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Grantee understands that the Company is under no obligation to register or qualify the Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Stock. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Grantee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Stock.

(16)    Language. If the Grantee is resident in a country where English is not an official language, the Grantee acknowledges and agrees that it is his or her express intent that this Agreement and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the PSUs be drawn up in English. Further, the Grantee acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of this Agreement and any documents related to the Plan or has had the ability to consult with an advisor who is sufficiently proficient in the English language. If the Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

(17)    Electronic Delivery and Acceptance. The Grantee consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports or other related documents, and to the electronic review, confirmation and acceptance procedures governing this Award. The Grantee consents and agrees that any such electronic procedures may be affected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan. The Grantee further agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee acknowledges and agrees that the Company may provide personal information regarding the Grantee and any Award under the Plan, including, but not limited to this Award, to any third party engaged by the Company to provide administrative or brokerage services related to the Plan.

(18)    Waiver. The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other Grantee.

(19)    Insider Trading Restrictions. By participating in the Plan, the Grantee agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Grantee). The Grantee further acknowledges that, depending on the Grantee’s or his or her broker’s country of residence or where the shares of Stock are listed, the Grantee may be subject to insider trading restrictions
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and/or market abuse laws which may affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., Awards) or rights linked to the value of shares of Stock, during such times the Grantee is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Grantee’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Grantee places before he or she possessed inside information. Furthermore, the Grantee could be prohibited from (a) disclosing the inside information to any third party (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities. The Grantee understands that third parties may include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee acknowledges that it is the Grantee’s responsibility to comply with any applicable restrictions, and that the Grantee should, therefore, consult with his or her personal legal advisor.

(20)    Exchange Control, Foreign Asset/Account and/or Tax Reporting. Depending upon the country to which laws the Grantee is subject, the Grantee may have certain foreign asset/account and/or tax reporting requirements that may affect his or her ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside the Grantee’s country of residence. The Grantee’s country may require that the Grantee report such accounts, assets or transactions to the applicable authorities in his or her country. The Grantee also may be required to repatriate cash received from participating in the Plan to his or her country within a certain period of time after receipt. The Grantee is responsible for knowledge of and compliance with any such regulations and should speak with his or her personal tax, legal and financial advisors regarding same.

(21)    Mobility. If, during the course of the Grantee’s employment with the Company or any of its Subsidiaries or during the provision of services to the Company or any of its Subsidiaries, the Grantee relocates to another jurisdiction, the Company reserves the right to modify the terms of this Agreement and/or impose other requirements on the Grantee’s participation in the Plan, on the PSUs and on any shares of Stock acquired under the Plan, to the extent the Company or any of its Subsidiaries determine it is necessary or advisable to comply with local law, rules and/or regulations or to facilitate the operation and administration of the PSU and the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Grantee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Grantee’s country of residence (or employment, if different).

(22)    Section 409A. This Agreement, including the right to receive Stock upon achievement of the Performance Criteria and satisfaction of the conditions in Section 1, is intended to be exempt from the requirements of section 409A of the Code pursuant to the short-term deferral exemption thereunder, and this Agreement, including the right to receive Stock upon the achievement of the Performance Criteria and satisfaction of the conditions in Section 1, shall be interpreted on a basis consistent with such intent. Notwithstanding any provision in this Agreement to the contrary, if the Grantee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the payment until five (5) days after the end of the six-month period following the Grantee’s “separation from service” (as defined under section 409A of the Code). If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the provisions of sections 416(i) and 409A of the Code. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. Notwithstanding any provision in this Agreement to the contrary, in the
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event of a Change in Control Termination, if the Change in Control does not constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under section 409A of the Code and if required by section 409A of the Code, payment will be made on the date on which payment would have been made had there been no Change in Control. For purposes of section 409A of the Code, each payment under this Agreement shall be treated as a separate payment. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with section 409A of the Code or other applicable law.

(23)    Governing Law and Venue. This Award and this Agreement has been made in and shall be governed by, construed under and in accordance with the laws of the State of Texas, without regard to the conflict of law provisions, as provided in the Plan. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Agreement, shall be brought and heard exclusively in the United States District Court for the Southern District of Texas or Harris County, Texas, USA. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
                    
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SYSCO CORPORATION
PERFORMANCE SHARE UNIT AGREEMENT

APPENDIX A

    This Appendix A includes additional terms and conditions that govern the Award granted to the Grantee under the Plan if the Grantee resides or works in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the award date, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Grantee. Moreover, if the Grantee relocates to one of the countries listed below, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
Certain capitalized terms used but not defined in this Appendix A have the same meanings set forth in the Plan and/or the Agreement, as applicable.
This Appendix A also includes information regarding securities, exchange control and certain other tax or legal issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of July 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Appendix A as the only source of information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date when the Award vests, Stock are issued to the Grantee and/or the Grantee sells Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation and the Company is not in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantee’s country may apply to his or her situation. Furthermore, additional privacy laws may apply in the Grantee’s country.
Finally, if the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the award date, the information contained herein may not be applicable to the Grantee in the same manner.
EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) / UNITED KINGDOM (“UK”)
Data Privacy. If the Grantee resides and/or is employed in the EU/EEA/UK, Section 10 of the Agreement shall be replaced with the following:
The Company, being the applicable data controller, is located at 1390 Enclave Parkway, Houston, Texas 77077, U.S.A. and issues Awards under the Plan to employees of the Company and its Affiliated Companies in its sole discretion. The Grantee should review the following information about the Company’s data processing practices.
Definitions.
“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the EU and UK, including the EU GDPR; the UK GDPR; any laws or regulations ratifying, implementing, adopting, supplementing or replacing the UK GDPR, including the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC)
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and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426); all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data; and any mandatory guidance and codes of practice issued by the Information Commissioner’s Office and applicable to a party, in each case as amended, supplemented, replaced or superseded from time to time.
“Controller,” “Data Subject,” “Personal Data,” “Processing” and “Supervisory Authority” shall have the respective meanings given to them in the EU GDPR.
“EU GDPR” means the General Data Protection Regulation (EU) 2016/679.
“EU Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the European Commission pursuant to Data Protection Laws.
“EU SCCs” means the standard contractual clauses for the transfer of Personal Data from Controllers to Controllers established in third countries where the EU GDPR applies, pursuant to Regulation (EU) 2016/679 as set out in the Annex to the European Commission’s Implementing Decision (EU) 2021/914, or such alternative clauses as may be approved by the European Commission from time to time.
“UK Addendum” means where the UK GDPR applies, Version B1.0 of the Information Commissioner’s Office’s International Data Transfer Addendum to EU Commission Standard Contractual Clauses, or such alternative clauses as may be approved by the UK from time to time.
“UK GDPR” means the EU GDPR as incorporated into United Kingdom law by virtue of section 3 of the UK’s European Union (Withdrawal) Act 2018.
“UK Non-Adequate Country” means a country which does not have an adequacy decision made in its favour by the UK government pursuant to Data Protection Laws.
(a)Data Collection and Usage. Pursuant to applicable Data Protection Laws, the Grantee is hereby notified that the Company collects, processes and uses certain Personal Data about the Grantee for the purpose of implementing, administering and managing the Plan and generally administering equity awards; specifically, including the Grantee’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Stock or directorships held in the Company, and details of all Awards or any entitlement to shares of Stock awarded, canceled, exercised, vested, or outstanding in the Grantee’s favor, which the Company receives from the Grantee or the Employer. In granting the Awards under the Plan, the Company will collect the Grantee’s Personal Data for purposes of allocating shares of Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and use of the Grantee’s Personal Data is that it is necessary for the performance of the Company’s contractual obligations under the Plan and performance of the Agreement. The Grantee’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Grantee’s ability to participate in the Plan. As such, by participating in the Plan, the Grantee voluntarily acknowledges the collection, use, processing and transfer of the Grantee’s Personal Data as described herein. The Company shall implement appropriate technical and organizational security measures to protect the Grantee’s Personal Data.
(b)Stock Plan Administration Service Provider. The Company transfers Personal Data to Fidelity Stock Plan Services LLC an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. The Company shall ensure that this, and any subsequent, administrator contractually agree to comply with data protection obligations required under the Data Protection Laws to protect the Grantee’s Personal Data. In the future, the Company may select a different service provider and share the Grantee’s data with another company that serves in a similar manner. The Company’s service provider will open an account for the Grantee to receive and trade shares of Stock. The Grantee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Grantee’s ability to participate in the Plan.
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(c)International Data Transfers. The Company and its service providers are based in the United States. The Company can only meet its contractual obligations to the Grantee if the Grantee’s Personal Dat ais transferred to the United States. The Company’s legal basis for the transfer of the Grantee’s Personal Data to the United States is the performance of contractual obligations to the Grantee. The Company shall have in place such contractual transfer mechanism as may be required under the Data Protection Laws to govern this transfer. Specifically:
1.Where the Grantee’s Personal Data is transferred from the EU to the US, or other EU Non-Adequate Country, the Company shall comply with the EU SCCs.
2.Where the Grantee’s Personal Data is transferred from the UK to the US, or other UK Non-Adequate Country, the Company shall comply with the UK Addendum.
(d)Data Retention. The Company will use the Grantee’s Personal Data only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantee’s Personal Data, the Company will remove it from its systems. If the Company keeps the Grantee’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.
(e)Data Subject Rights. The Grantee may have a number of rights under Data Protection Laws in the Grantee’s country of residence. For example, the Grantee’s rights may include the right to (i) request access or copies of Personal Data the Company processes, (ii) request rectification of incorrect or incomplete data, (iii) request deletion of data, (iv) place restrictions on or object to processing, (v) lodge complaints with the relevant Supervisory Authority in the Grantee’s country, and/or (vi) request a list with the names and addresses of all recipients of the Grantee’s Personal Data. To receive clarification regarding the Grantee’s rights or to exercise the Grantee’s rights, the Grantee should contact his or her local human resources department.
(f)Privacy Notice. Additional information regarding the Company’s data protection practices are set out in the Company’s Global Employee Data Protection Notice, which is available on the Company’s intranet.
BAHAMAS

There are no country-specific provisions.

CANADA
Stock, Dividends and Voting Rights. The following provisions shall supplement Section 2(a) of the Agreement:
Notwithstanding any provisions herein to the contrary, the PSUs shall be settled only in shares of Stock (and may not be settled in cash). Such shares of Stock shall be either newly issued shares of Stock or shares of Stock that have been reacquired by the Company in the open market.
The following provisions shall supplement Section 2(b) of the Agreement:
Notwithstanding any provisions herein to the contrary, Participants in Canada shall not be awarded, and shall not be eligible to receive, any dividend equivalents pursuant to Section 2(b) of this Agreement.
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Withholding of Tax-Related Items. Notwithstanding Sections 4(b) and 4(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 4(b) of the Agreement.
Data Privacy. The following provision supplements Section 10 of the Agreement:
The Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Grantee further authorizes the Company, any Subsidiary and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Grantee further authorizes the Company and any Subsidiary to record such information and to keep such information in the Grantee’s employee file, subject to applicable periods in accordance with applicable law.
Grantee Acknowledgements. The following provision replaces Section 11(g) of the Agreement:
For purposes of the Award, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actually employed or otherwise rendering services to the Company or, if different, the Subsidiary to which the grantee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Grantee’s employment or other service agreement, if any). Unless otherwise extended by the Company, the Grantee’s right to vest in the Award, if any, will terminate effective as of such date (the “Termination Date”). The Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Grantee’s right to vest in the Award under the Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Grantee’s minimum statutory notice period.
In the event the date the Grantee is no longer providing actual service cannot be reasonably determined under the terms of this Agreement and/or the Plan, the Company shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be providing services while on a leave of absence). Any portion of the Award that is not vested on the Termination Date shall terminate immediately and be null and void. Unless the applicable employment standards legislation specifically requires, in the Grantee’s case, the Grantee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Grantee’s service relationship is terminated (as determined under this provision), nor will the Grantee be entitled to any compensation for lost vesting.
Language Consent. The following terms and conditions apply to the Grantees resident in Quebec:
The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement relatif à la langue utilisée
Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.
Securities Law Information
The Grantee is permitted to sell shares of Stock acquired through the Plan subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. In accordance with the Canadian provincial and territorial resale restrictions, shares of Stock acquired through the Plan, if
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represented in certificated form, shall carry a legend describing the applicable resale restrictions. The Grantee should consult his or her own personal legal advisor in this regard.
Foreign Asset/Account Reporting Information
Canadian residents are required to report any foreign property (e.g., shares of Stock acquired under the Plan and possibly unvested Awards) if the total cost of their foreign property exceeds a specified threshold at any time in the year. It is the Grantee’s responsibility to comply with these reporting obligations, and the Grantee should consult his or her own personal tax advisor in this regard.
Non-Qualified Securities

Considering PSUs are not eligible for the stock option deduction under paragraph 110(1)(d) of the Income Tax Act (Canada), written notice is hereby given that the shares of Stock to be issued upon settlement of the PSUs are non-qualified securities for the purposes of paragraph 110(1)(d) of the Income Tax Act (Canada).

COSTA RICA

There are no country-specific provisions.

FRANCE
PSUs Not Qualified
The PSUs are not granted under the French specific regime provided by Section L-225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code.
Language Consent
By accepting the French Award, the Grantee confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language. The Grantee accepts the terms of those documents accordingly. The Grantee confirms that the Grantee has a good knowledge of the English language.
En acceptant l’Attribution, le Bénéficiaire confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Bénéficiaire accepte les dispositions de ces documents en connaissance de cause. Etant précisé que le Titulaire a une bonne maîtrise de la langue anglaise.
Foreign Asset/Account Information
The Grantee may hold shares of Stock acquired upon vesting/settlement of the Award, any proceeds resulting from the sale of shares of Stock or any dividends paid on such shares outside of France, provided the Grantee declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the resident. 
HONG KONG

Stock, Dividends and Voting Rights. The following provisions shall supplement Section 2 of the Agreement:
‘Notwithstanding any provisions herein to the contrary, the PSUs shall be settled only in shares of Stock (and may not be settled in cash).’
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Lapse of Restrictions
If, for any reason, shares of Stock are issued to the Grantee within six months of the Grant Date, the Grantee agrees that he or she will not sell or otherwise dispose of any such shares of Stock prior to the six-month anniversary of the Grant Date.
Wages
The PSUs and shares of Stock subject to the PSUs do not form part of the Grantee’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.
Securities Law
Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Grantee is advised to exercise caution in relation to the offer. If the Grantee is in any doubt about any of the contents of this document, the Grantee should obtain independent professional advice. Neither the grant of the PSUs nor the settlement of the PSUs upon vesting constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. This Agreement, the Plan and other incidental communication materials distributed in connection with the PSUs (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.

IRELAND

Definitions. The following provision shall be inserted as Section 14(b)(ii) of the Agreement (and current subsection (ii) shall be (iii)):

(ii)    in Ireland, (A) in respect of a Grantee that is an Employee, that such Grantee is on medically certified sick leave in accordance with any relevant policy in place within the Company or a Subsidiary and is deemed by the Company or a Subsidiary to have a “disability” for the purposes of the Employment Equality Acts 1998–2015; and (B) in respect of a Grantee that is not an Employee, that such Grantee is unable to perform the material and substantial duties that such Grantee was retained by the Company or a Subsidiary to perform and such inability arises due to sickness or injury.

PORTUGAL

There are no country-specific provisions.

SRI LANKA

Grantee Acknowledgements.

The following provision shall substitute Section 11(e) of the Agreement:

“this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary or earnings or remuneration for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, cash value of food, meal allowance, cost of living allowance, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;”

The following provision shall substitute Section 11(j) of the Agreement:

“the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any
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Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any).”

Exchange Control, Foreign Asset/Account and/or Tax Reporting. The following provision shall supplement Section 20 of the Agreement:

“As per the statutory requirements under the Foreign Exchange Act, No. 12 of 2017, of Sri Lanka, any dividend income and any proceeds from the sale of shares of Stock acquired upon settlement shall be brought into Sri Lanka by the Grantee through an Outward Investment Account or Personal Foreign Currency Account opened and maintained with a licensed commercial bank in Sri Lanka, within three months from the date of receipt.”

SWEDEN
Responsibility for Taxes. The following provision shall supplement Section 4 of the Agreement:
‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set for in Section 4 of the Agreement, in accepting the Award, the Grantee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Grantee upon settlement of the PSUs to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’
UNITED KINGDOM
Stock, Dividends and Voting Rights. The following provision shall supplement Section 2(a) of the Agreement:
Notwithstanding any provisions herein to the contrary, the PSUs shall be settled only in shares of Stock (and may not be settled in cash). Such shares of Stock shall be either newly issued shares of Stock or shares of Stock that have been reacquired by the Company in the open market.
Responsibility for Taxes.
Notwithstanding Sections 4(b) and 4(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 4(b) of the Agreement.
Notwithstanding anything contrary in the Plan and Section 4 of the Agreement, in the case of national insurance contributions (“NICs”), the Employer may only withhold from the Grantee’s wages or cash compensation such amount as is permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004).
The following provisions shall supplement Section 4 of the Agreement:
‘The Grantee hereby irrevocably agrees that the Company or the Employer (if different) may recover from the Grantee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan (“Employer NICs”) to the extent permitted by applicable law and, at the request of the Company at any time before the vesting/settlement of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for such Employer NICs shall be transferred to the Grantee.
The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority) or required by applicable law. The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the
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Employer on an after tax basis against any Tax-Related Items that they are required (or reasonably consider they are required) to pay or withhold and account for on the Grantee’s behalf, or have paid or will pay, to HMRC (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, employee NICs and Employer NICs to the extent permitted by applicable law.
The amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs may be payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit, which may be recovered from the Grantee by the Company or the Employer pursuant to the indemnity above by any of the means referred to in Section 4 of the Agreement.
The Grantee irrevocably agrees to enter into a joint election under section 431(1) of ITEPA 2003 with its employer or former employer in respect of the Shares to be acquired pursuant to the Award.’
Definitions. The following provision shall be inserted as Section 14(d) of the Agreement:
“Grantee” means any Employee that is resident for tax purposes, or works, in the UK as at the Grant Date.
Securities Disclosure
This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan]. The Plan and the Award are exclusively available in the UK to bona fide employees and former employees of the Company and any UK Subsidiary of the Company.
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SYSCO CORPORATION
PERFORMANCE SHARE UNIT AGREEMENT

APPENDIX B

FY2026-FY2028 Performance Goals1

Adjusted EPS Growth (37.5%)ROIC Growth (37.5%)Revenue Growth (25%)
Year
Threshold 
(50%)
Target  
(100%)
Maximum 
(200%)
Threshold 
(50%)
Target  
(100%)
Maximum 
 (200%)
Threshold 
(50%)
Target  
(100%)
Maximum 
(200%)
FY26
FY27
FY28


Relative TSR Modifier 1

TSR Percentile Rank
vs. S&P 500
Payout Modifier Applied to # of Target PSUs
≥75th
+25%
40th – 60th
No Modifier
≤25th
-25%

1 Results are interpolated between points.



THE PERFORMANCE TARGETS SET FORTH ON THIS PAGE CONSTITUTE “CONFIDENTIAL INFORMATION” AND ANY DISCLOSURE OF SUCH PERFORMANCE TARGETS BY A PARTICIPANT PRIOR TO THE TIME SUCH PERFORMANCE TARGETS BECOME PUBLIC INFORMATION WILL RESULT IN SUCH PARTICIPANT FORFEITING HIS OR HER RIGHTS UNDER THIS PROGRAM.
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        Exhibit 22.1
SYSCO CORPORATION
SUBSIDIARY GUARANTORS AND ISSUERS OF GUARANTEED SECURITIES


Guaranteed Securities
Debentures, interest at 7.16%, maturing on April 15, 2027
Debentures, interest at 6.50%, maturing on August 1, 2028
Senior notes, interest at 5.375%, maturing on September 21, 2035
Senior notes, interest at 6.625%, maturing on March 17, 2039
Senior notes, interest at 5.95%, maturing on April 1, 2030
Senior notes, interest at 3.75%, maturing on October 1, 2025
Senior notes, interest at 4.85%, maturing on October 1, 2045
Senior notes, interest at 6.600%, maturing on April 1, 2040
Senior notes, interest at 3.30%, maturing on July 15, 2026
Senior notes, interest at 4.50%, maturing on April 1, 2046 
Senior notes, interest at 3.250%, maturing on July 15, 2027
Senior notes, interest at 4.45%, maturing on March 15, 2048
Senior notes, interest at 2.400%, maturing on February 15, 2030
Senior notes, interest at 3.300%, maturing on February 15, 2050
Senior notes, interest at 6.600%, maturing on April 1, 2050
Senior notes, interest at 2.450%, maturing on December 14, 2031
Senior notes, interest at 3.150%, maturing on December 14, 2051
Senior notes, interest at 5.750%, maturing on January 17, 2029
Senior notes, interest at 6.000%, maturing on January 17, 2034
Senior notes, interest at 5.10%, maturing September 23, 2030
Senior notes, interest at 5.40%, maturing March 23, 2035
$3.0 Billion Revolving Credit Facility





Subsidiary NameIssuerGuarantor
Sysco CorporationX 
Sysco Albany, LLC X
Sysco Asian Foods, Inc. X
Sysco Atlanta, LLC X
Sysco Baltimore, LLC X
Sysco Baraboo, LLC X
Sysco Boston, LLC X
Sysco Central Alabama, LLC X
Sysco Central California, Inc. X
Sysco Central Florida, Inc. X
Sysco Central Illinois, Inc. X
Sysco Central Pennsylvania, LLC X
Sysco Charlotte, LLC X
Sysco Chicago, Inc. X
Sysco Cincinnati, LLC X
Sysco Cleveland, Inc. X
Sysco Columbia, LLC X
Sysco Connecticut, LLC X
Sysco Detroit, LLC X
Sysco Eastern Maryland, LLC X
Sysco Eastern Wisconsin, LLC X
Sysco Grand Rapids, LLC X
Sysco Gulf Coast, LLC X
Sysco Hampton Roads, Inc. X
Sysco Hawaii, Inc. X
Sysco Indianapolis, LLC X
Sysco Iowa, Inc. X
Sysco Jackson, LLC X
Sysco Jacksonville, Inc. X
Sysco Kansas City, Inc. X
Sysco Knoxville, LLC X
Sysco Lincoln, Inc. X
Sysco Long Island, LLC X
Sysco Los Angeles, Inc. X
Sysco Louisville, Inc. X
Sysco Memphis, LLC X
Sysco Metro New York, LLC X
Sysco Minnesota, Inc. X
Sysco Montana, Inc. X
Sysco Nashville, LLC X
Sysco North Dakota, Inc. X
Sysco Northern New England, Inc. X
Sysco Philadelphia, LLC X


Sysco Pittsburgh, LLC X
Sysco Portland, Inc. X
Sysco Raleigh, LLC X
Sysco Riverside, Inc. X
Sysco Sacramento, Inc. X
Sysco San Diego, Inc. X
Sysco San Francisco, Inc. X
Sysco Seattle, Inc. X
Sysco South Florida, Inc. X
Sysco Southeast Florida, LLC X
Sysco Spokane, Inc. X
Sysco St. Louis, LLC X
Sysco Syracuse, LLC X
Sysco USA I, Inc. X
Sysco USA II, LLC X
Sysco USA III, LLC X
Sysco Ventura, Inc. X
Sysco Virginia, LLC X
Sysco West Coast Florida, Inc. X
Sysco Western Minnesota, Inc. X

Exhibit 31.1

CERTIFICATION

I, Kevin P. Hourican, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2025

/s/ KEVIN P. HOURICAN
Kevin P. Hourican
Chair of the Board and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Kenny K. Cheung, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2025

/s/ KENNY K. CHEUNG
Kenny K. Cheung
Executive Vice President, Chief Financial Officer



Exhibit 32.1




CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002



I, Kevin P. Hourican, Chair of the Board and Chief Executive Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2025 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: October 28, 2025

/s/ KEVIN P. HOURICAN
Kevin P. Hourican
Chair of the Board and Chief Executive Officer

Exhibit 32.2




CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002



I, Kenny K. Cheung, Executive Vice President, Chief Financial Officer, of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2025 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: October 28, 2025

/s/ KENNY K. CHEUNG
Kenny K. Cheung
Executive Vice President, Chief Financial Officer