Free Writing Prospectus (Form FWP)

Sysco Holdings Corporation and Sysco Corporation

Baa3 (Stable) by Moody's Ratings, Inc.

BBB (Negative) by S&P Global Ratings

BBB (Negative Watch) by Fitch Ratings, Inc.

Expected Security Ratings*:

Ba1 by Moody's Ratings, Inc.

BB+ by S&P Global Ratings

BB+ by Fitch Ratings, Inc.

Fully and unconditionally guaranteed, jointly and severally, on an unsecured, subordinate and junior basis, by Sysco Corporation's direct and indirect wholly-owned domestic subsidiaries that guarantee Sysco Corporation's existing senior notes.

Format:

6.000% Junior Subordinated Notes due 2056

€1,000,000,000

October 6, 2056

October 6, 2032 (the "First Reset Date") and on each fifth anniversary thereof (each, a "Reset Date")

The period from, and including, a Reset Date to, but excluding, the next Reset Date

October 6, 2037

October 6, 2052

Initial Margin:

Five-year Swap Rate:

The mid-swap rate for a term of five years as displayed on the Reset Screen Page at 11:00 a.m. (Frankfurt time) on the applicable Reset Interest Determination Date. In the event that such rate does not appear on the Reset Screen Page on the relevant Reset Interest Determination Date at approximately that time, the Five-year Swap Rate will be the Reset Reference Bank Rate. If the Reset Reference Bank Rate is unavailable or the calculation agent determines that no Reference Bank is providing offered quotations, the Five-year Swap Rate will be equal to the last Five-year Swap Rate available on the Reset Screen Page as determined by the calculation agent.

6.000%, from, and including the original issuance date to, but excluding, the First Reset Date;

The Five-year Swap Rate as of the Reset Interest Determination Date for such Reset Period plus the Initial Margin, from, and including, the First Reset Date, to, but excluding the First Step-Up Date;

The Five-year Swap Rate as of the Reset Interest Determination Date for such Reset Period plus the Initial Margin plus a spread of 0.250%, from, and including, the First Step-Up Date, to, but excluding the Second Step-Up Date;

The Five-year Swap Rate as of the Reset Interest Determination Date for such Reset Period plus the Initial Margin plus a spread of 1.000%, from, and including, the Second Step-Up Date, and each Reset Period thereafter.

October 6 of each year, commencing October 6, 2027

Optional Deferral of

Interest:

100% of the principal amount

Mid-Swap Benchmark Rate:

Spread to Mid-Swap Benchmark:

6.000%

Government Benchmark:

Government Benchmark Yield:

3.281%

Re-offer Spread vs. Government Benchmark:

B + 271.9 basis points

To pay the cash consideration for the JRD Acquisition Transactions and all other fees, costs and expenses related thereto.

B + 45 basis points

July 8, 2032

If (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30, 2028 or (b) any later date as the parties to the merger agreement may agree, (ii) Sysco Corporation notifies the trustee in writing that the merger agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions, or (iii) Sysco Corporation notifies the trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation of the JRD Acquisition Transactions, as more particularly described in the preliminary prospectus supplement, the Issuers will be required to redeem the notes at a special mandatory redemption price equal to 101% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of the Special Mandatory Redemption.

The Issuers may redeem the notes, in whole but not in part, at a redemption price equal to: (i) 101% of the principal amount, if the redemption date is prior to the First Par Call Date or (ii) 100% of the principal amount, if the redemption date is on or after the First Par Call Date, plus accrued and unpaid interest (including any additional interest) to, but excluding, the redemption date, at any time following the occurrence of a Tax Deductibility Event.

The Issuers may redeem all, but not part, of the notes upon the occurrence of certain tax events at the redemption price of 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

The Issuers may redeem all, but not part, of any series of notes within 120 days following a Rating Agency Event at the redemption price of (i) 101% of the principal amount, if the redemption date is prior to the First Par Call Date or (ii) 100% of the principal amount, if the redemption date is on or after the First Par Call Date, plus accrued and unpaid interest to, but excluding, the redemption date.

The Issuers may also redeem the notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest (including any additional interest) to, but excluding, the redemption date, if prior to the redemption date an Issuer has repurchased notes equal to or in excess of 75% of the initial aggregate principal amount of notes issued.

September 22, 2026

T + 10; October 6, 2026

87190XAA2 / XS3509683424 / 350968342

The Issuers intend to apply to list the junior subordinated notes on the New York Stock Exchange.

ACTUAL/ACTUAL (ICMA)

€100,000 and integral multiples of €1,000 in excess thereof

Goldman Sachs & Co. LLC

TD Global Finance unlimited company

Merrill Lynch International

J.P. Morgan Securities plc

Wells Fargo Securities International Limited

PNC Capital Markets LLC

U.S. Bancorp Investments, Inc.

BNP PARIBAS

Truist Securities, Inc.

Barclays Bank PLC

Coöperatieve Rabobank U.A.

Scotiabank (Ireland) Designated Activity Company

Bank of Montreal, London Branch Lloyds Securities Inc.

Siebert Williams Shank & Co., LLC

As of June 27, 2026, after giving pro forma effect to the JRD Acquisition Transactions, on a consolidated basis, the Issuers and their subsidiaries would have had approximately $34.4 billion total debt outstanding, including approximately $24.2 billion in aggregate principal amount of unsecured senior indebtedness outstanding.

As of June 27, 2026, after giving pro forma effect to the JRD Acquisition Transactions, on a consolidated basis, the Issuers and their subsidiaries would have had no secured indebtedness and the guarantors would have had no secured indebtedness other than a total of $890 million of secured indebtedness outstanding under a fleet financing program secured by fleet assets at a non-guarantor subsidiary that is owned by two guarantor subsidiaries.

As of June 27, 2026, after giving pro forma effect to the JRD Acquisition Transactions, the total liabilities, including trade payables, of Sysco Corporation's non-guarantor subsidiaries would have been approximately $12.8 billion, and Sysco Corporation's non-guarantor subsidiaries would have collectively owned approximately 80.0% of Sysco Corporation's consolidated total assets. For the fiscal year ended June 27, 2026, after giving pro forma effect to the JRD Acquisition Transactions, Sysco Corporation's non-guarantor subsidiaries would have accounted for approximately 49.4% of Sysco Corporation's consolidated sales.