Sysco Corporation

Item 1A. Risk Factors

For a discussion of our risk factors, see tExcept as provided below, there were no material changes from the Risk Factors disclosed in Item 1A of our fiscal

2025 Form 10-K.

Risks Related to the Proposed Transaction 

The Proposed Transaction is subject to conditions, some or all of which may not be satisfied or completed on a 

timely basis, if at all. Failure to complete the Proposed Transaction in a timely manner or at all could have adverse effects 

on the company.

The completion of the Proposed Transaction is subject to a number of conditions, including the expiration or 

termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, some of which are not in 

our control. The failure to satisfy the required conditions could delay the completion of the Proposed Transaction for a 

significant period of time or prevent it from occurring at all. A failure to complete the Proposed Transaction would mean that 

we will not realize the anticipated benefits of the transaction, including our proposed expansion into the sectcash  carry channel. 

Without realizing any of the benefits of having completed the Proposed Transaction entitled Risk Factors in our fiscal 2025 Form 10-K.

, the Company will be subject to a number 

of risks, including the following:

the market price of our common stock could decline to the extent that the current market price reflects a market 

assumption that the Proposed Transaction will be completed;

we could owe a termination fee of $1.164 billion under certain circumstances;

we may experience negative publicity, which could have an adverse effect on our ongoing operations, including 

on our ability to retain and attract employees and those with whom we do business, such as customers, suppliers 

and business partners;

we have committed and will continue to commit time and resources to matters relating to the Proposed 

Transaction that could otherwise have been devoted to ongoing business operations and pursuing other beneficial 

opportunities for the company; 

we will still be required to pay significant fees and expenses relating to financing arrangements, which may 

include investment banking fees and commissions, professional fees and other costs and expenses; 

we will be required to pay costs relating to the Proposed Transaction, such as legal, accounting, financial advisory 

and printing fees, whether or not the Proposed Transaction is completed; and

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we may commit significant time and resources to defending against litigation related to any failure to complete the 

Proposed Transaction or related to any enforcement proceeding commenced against the company to perform our 

obligations pursuant to the transaction agreement.

In addition, one or more conditions in the transaction agreement may not be satisfied on a timely manner. A delay in 

completing the Proposed Transaction could cause us to realize some or all of the expected benefits later than we otherwise 

expect if the Proposed Transaction is successfully completed within the anticipated timeframe, which could result in additional 

transaction costs or in other negative effects associated with uncertainty about completion of the Proposed Transaction. Any of 

the foregoing could have a material adverse effect on our business, financial condition and results of operations. 

We are subject to business uncertainties while the Proposed Transaction is pending.

While the Proposed Transaction is pending, uncertainty about the effect of the Proposed Transaction on employees, 

clients, customers, suppliers and vendors may have an adverse effect on our ongoing business operations. These uncertainties 

may impair our ability to retain and hire key personnel and maintain business relationships; result in the loss of suppliers, 

customers and other business partners or in the termination of existing contracts or relationships; and divert our managements 

attention from our business as we work to take all steps necessary to close the Proposed Transaction. Any of these could have a 

material adverse effect on our business and results of operations.