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No. 333-

As filed with the Securities and Exchange Commission\non October 6, 2026

UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION
\nWashington, D.C. 20549

FORM S-4
\nREGISTRATION STATEMENT
\nUNDER
\nTHE SECURITIES ACT OF 1933

Sysco Holdings\nCorporation
\n(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n

Delaware	5140	42-1897852
(State\n or other jurisdiction \n of incorporation or \norganization)	(Primary\n Standard Industrial \n Classification Code Number)	(I.R.S.\n Employer \n Identification No.)

1390 Enclave Parkway
\nHouston, TX 77077-2099
\n(281) 584-1390
\n(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jennifer K. Schott
\nExecutive Vice President, Chief Legal Officer and Secretary

Sysco Corporation
\n1390 Enclave Parkway

Houston, TX 77077-2099
\n(281) 584-1390
\n(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including\ncommunications sent to agent for service, should be sent to:

\n \n \n

James E. Langston, Esq.

Andrew D. Krause, Esq.

John C. Kennedy, Esq.
\n Christodoulos Kaoutzanis, Esq.
\n Paul, Weiss, Rifkind, Wharton & Garrison LLP
\n 1285 Avenue of the Americas
\n New York, NY 10019-6064
\n (212) 373-3000

Approximate date of commencement of proposed\nsale of the securities to the public: As soon as practicable after Sysco Holdings Corporation’s Registration Statement on Form S-4\n(Registration No. 333-297217) becomes effective and all other conditions to the proposed mergers described in the prospectus enclosed\ntherein have been satisfied or waived.

If the securities being registered on this form\nare being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the\nfollowing box. ¨

If this Form is filed to register additional\nsecurities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities\nAct registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-297217

If\nthis form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and\nlist the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant\nis a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company.\nSee the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”\nand “emerging growth company” in Rule 12b-2 of the Exchange Act.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	x		Smaller reporting company	¨
		Emerging growth company	¨

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

If applicable, place an X in the box to designate\nthe appropriate rule provision relied upon in conducting this transaction:

Exchange\nAct Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange\nAct Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

This Registration Statement will become effective\nautomatically upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933,\nas amended.

EXPLANATORY NOTE

Sysco Holdings Corporation (“Sysco Holdings”\nor the “Company”) is filing this Registration Statement with the Securities and Exchange Commission pursuant to General Instruction\nK of Form S-4 and Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering an additional\n6,039,881 shares of common stock of Sysco Holdings, par value $1.00 per share (“Sysco Holdings common stock”), for issuance\nin connection with the completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 30, 2026,\nas it may be amended from time to time, by and among Sysco Corporation, a Delaware corporation (“Sysco Corporation”), the\nCompany, Slider Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Sysco Holdings (“Merger Sub 1”),\nSlider Merger Sub 2, Inc., a Delaware corporation and wholly-owned subsidiary of Sysco Holdings (“Merger Sub 2”), Slider\nMerger Sub 3, LLC, a Delaware limited liability company and wholly-owned subsidiary of Sysco Holdings (“Merger Sub 3”, and\ncollectively with Merger Sub 1 and Merger Sub 2, the “merger subs”), JRD Unico, Inc., a Delaware corporation (“JRD”),\nWarehouse Realty, LLC, a Delaware limited liability company (“Warehouse Realty”, and together with JRD, known as “Jetro\nRestaurant Depot”), and a holder representative, solely in its capacity as the initial holder representative, providing for the\nmergers of (i) Merger Sub 1 with and into Sysco Corporation, with Sysco Corporation continuing as the surviving corporation and\na direct, wholly-owned subsidiary of Sysco Holdings (the “Sysco Merger”), (ii) Merger Sub 2 with and into JRD, with\nJRD continuing as the surviving corporation and a direct, wholly-owned subsidiary of Sysco Holdings, and (iii) Merger Sub 3 with\nand into Warehouse Realty, with Warehouse Realty continuing as the surviving entity and a direct, wholly-owned subsidiary of Sysco Holdings.\nSysco Holdings has previously registered an aggregate of 487,825,521 shares of Sysco Holdings common stock by means of a currently effective\nRegistration Statement on Form S-4 (Registration No. 333-297217), as amended (the “Prior Registration Statement”).

INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement incorporates by reference\nthe contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated\nor deemed to be incorporated by reference therein. Additional opinions and consents required to be filed with this Registration Statement\nare listed on the Exhibit Index attached to and filed with this Registration Statement.

EXHIBIT INDEX

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit No.		Description
5.1*		Opinion\n of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding legality of common stock being registered.
23.1		Consent\n of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
23.2*		Consent\n of PricewaterhouseCoopers LLP, independent registered public accounting firm of Jetro Restaurant Depot.
23.3*		Consent\n of Ernst & Young LLP, independent registered public accounting firm of Sysco Corporation.
24.1		Power\n of Attorney (incorporated by reference to the Registration Statement on Form S-4 of Sysco Holdings Corporation (Registration\n No. 333-297217)).
107*		Filing\n Fee Table.

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities\nAct of 1933, Sysco Holdings certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4\nand has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston,\nState of Texas, on October 6, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

SYSCO HOLDINGS CORPORATION

By:	/s/ Andrew Wurdack
	Name:	Andrew Wurdack
	Title:	Secretary

Pursuant to the requirements of the Securities\nAct of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the registrant and in\nthe capacities and on the dates indicated.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Principal\n Executive Officer and Director		Director

/s/ Brandon Sewell		*
Name: Brandon Sewell		Name: Jennifer K. Schott
Title: President and Director		Title: Director
Date: October 6, 2026		Date: October 6, 2026

Principal\n Financial Officer and Principal Accounting Officer

/s/ Meena Dafesh
Name: Meena Dafesh
Title: Treasurer
Date: October 6, 2026



*By:	/s/\n Andrew Wurdack
	Andrew Wurdack
	Attorney-in-Fact

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