西斯科美股招股说明书(2026-02-11版)

$600,000,000 4.400% Senior Notes due 2031$650,000,000 4.950% Senior Notes due 2036 Sysco Corporation (“Sysco”) is offering $600,000,000 aggregate principal amount of its 4.400% Senior Notes due 2031 (the “2031 notes”) and $650,000,000aggregate principal amount of its 4.950% Senior Notes due 2036 (the “2036 notes” and, together with the 2031 notes, the “notes”). The 2031 notes will mature onJuly25, 2031, and the 2036 notes will mature on March25, 2036. Sysco will pay interest semi-annually in arrears on the 2031 notes on January25 and July25 of each year, beginning July25, 2026, and on the 2036 notes onMarch 25 and September 25, beginning September 25, 2026. Sysco has the option to redeem some or all of the notes at any time as described under the heading “Description of Notes—Optional Redemption” in thisprospectus supplement. Upon a change of control repurchase event with respect to either or both series of notes, Sysco will be required to make an offer to repurchase all of theoutstanding notes of the applicable series at a price in cash equal to 101% of the aggregate principal amount of the notes repurchased, plus any accrued and unpaidinterest to, but not including, the repurchase date. See “Description of Notes—Change of Control Repurchase Event.” The notes will be our general unsecured senior obligations and will rank equally in right of payment with all of Sysco’s other existing and future unsecured andunsubordinated indebtedness and will be structurally subordinated to the indebtedness of our subsidiaries. The notes initially will be fully and unconditionally guaranteed by Sysco’s direct and indirect wholly owned domestic subsidiaries that guarantee Sysco’s othersenior notes issued under the indenture governing the notes or any of Sysco’s other indebtedness. Subsidiaries acquired or created in the future may or may not becomeguarantors, but any domestic subsidiary that guarantees Sysco’s other senior notes or other indebtedness must also guarantee the notes. The subsidiary guarantees will beunsecured obligations of the respective subsidiary guarantors and rank equally in right of payment with all existing and future unsecured senior indebtedness of therespective subsidiary guarantors. Each series of notes is a new issue of securities with no established trading market. The notes will not be listed on any securities exchange or included in anyautomated quotation system. Investing in the notes involves risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement and the “Risk Factors” section in our Annual Reporton Form 10-K for the year ended June28, 2025 to read about important factors you should consider before buying the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The public offering prices set forth above do not include accrued interest, if any. Interest on the notes of each series will accrue from February13, 2026 and mustbe paid by the purchasers if the notes are delivered after February13, 2026. The underwriters expect to deliver the notes through the facilities of The Depository Trust Company for the accounts of its direct and indirect participants,including Clearstream Banking, S.A., Luxembourg and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment in New York, New York onFebruary13, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCESPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSSYSCO CORPORATION RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF DEBT SECURITIES AND GUARANTEESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we are offering andother matters relating to us. The second part is the accompanying prospectus, which gives more general information about securities we may offer fromtime to time, some of which does not apply to the notes we are offering. If information in the prospectus supplement differs from information in theaccompanying prospectus, you should rely on the information in this prospectus supplement. When used in this prospectus supplement, unless otherwiseindicated, the term “prospectus” refers to this prospectus supplement together with the accompanying prospectus. Before investing in the notes, yoush