Sysco Corporation filed a Form 8-K with the Securities and Exchange Commission on September 4, 2026, disclosing a $750 million senior unsecured delayed draw term loan facility, executive performance share unit awards, and a cash award tied to its previously announced acquisition of JRD Unico, Inc. and Warehouse Realty, LLC.

Key Highlights

  • $750 million term loan: Sysco established a senior unsecured delayed draw term loan facility with CoBank, ACB, split into a $375 million six-year tranche and a $375 million eight-year tranche.
  • One-year draw window: Loans under both tranches are available for drawing in multiple advances during the one-year period following the September 4, 2026 effective date of the First Amendment.
  • Acquisition financing: Sysco stated it intends to use loan proceeds to pay, in part, the cash consideration for the JRD Acquisition and all related fees, costs, and expenses.
  • CEO PSU award: Kevin P. Hourican, Chair and Chief Executive Officer, received a one-time PSU award valued at $2 million, contingent on the closing of the JRD Acquisition.
  • Interim CFO PSU award: Brandon E. Sewell, Interim Chief Financial Officer, received a one-time PSU award valued at $1 million, also contingent on the JRD Acquisition closing.
  • CHRO cash award: Ronald L. Phillips, Executive Vice President and Chief Human Resources Officer, received a one-time cash award of $700,000, vesting 50% on September 4, 2026, and 50% upon closing of the JRD Acquisition.
  • Anticipated closing timeline: The JRD Acquisition is currently anticipated to close by the third quarter of 2027, according to the filing.

Sysco Amends Credit Agreement and Ties Executive Compensation to JRD Acquisition

According to the filing, Sysco entered into a First Amendment to its existing Revolving Credit Agreement on September 4, 2026, establishing the $750 million CoBank Term Loan. The underlying Revolving Credit Agreement was originally executed on April 16, 2026, with Bank of America, N.A., serving as administrative agent. The First Amendment adds CoBank, ACB as a lender and creates two equal tranches: a $375 million six-year delayed draw term loan and a $375 million eight-year delayed draw term loan. The filing states that loans under the CoBank Term Loan rank equal in right of payment to other borrowings under the Revolving Credit Agreement and carry the same guarantors, consisting of wholly-owned subsidiaries of Sysco that guarantee its senior notes, debentures, and the separate Term Loan Credit Agreement dated April 16, 2026.

The filing discloses that loan proceeds will be used for general corporate purposes, including conducting acquisitions, and specifically to fund in part the cash consideration for the JRD Acquisition. Separately, the filing notes that the description of the First Amendment "does not purport to be complete" and directs readers to Exhibit 10.1, portions of which have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

On the compensation front, the filing reports that the Compensation and Leadership Development Committee approved one-time PSU awards on September 1, 2026, for Mr. Hourican and Mr. Sewell. The awards are contingent on the JRD Acquisition closing and will be "cancelled and forfeited" if the closing does not occur, according to the filing. The performance period runs from the closing date through its third anniversary, with payouts ranging from 0% to 200% of target depending on achievement of specific performance metrics. The $700,000 cash award to Mr. Phillips, approved September 3, 2026, is described as being provided in connection with his leadership in the company's AI efficiencies and AI-driven business process transformation efforts. NYSE:SYY common stock carries a $1.00 par value.

What Was Disclosed

Sysco disclosed a $750 million two-tranche delayed draw term loan amendment, executive PSU grants of $2 million and $1 million for its CEO and Interim CFO respectively, and a $700,000 cash award for its Chief Human Resources Officer, all linked to its pending JRD Acquisition.