What securities were sold and in what amount?

Tyson Foods agreed to sell $500,000,000 aggregate principal amount of its 4.950% Senior Notes due 2036 to underwriters, who will purchase them from the company under an underwriting agreement dated February 10, 2026.

How will Tyson use the proceeds?

The company intends to use the net proceeds for general corporate purposes, including but not limited to paying down outstanding debt, which is expected to include retiring the outstanding 4.00% Notes due March 2026. Pending use, proceeds may be held in deposit accounts, certificates of deposit, U.S. government securities or other interest-bearing securities.

When is the offering expected to close?

The closing is expected to occur on February 20, 2026, subject to the satisfaction of customary closing conditions.

Under what registration and documentation was the offering made?

The sale was made under Registration Statement on Form S-3 (No. 333-272538), including a prospectus supplement dated February 10, 2026 to the base prospectus dated June 9, 2023. The notes will be issued under a 1995 indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, supplemented by a supplemental indenture to be dated February 20, 2026.

Who are the underwriters and managers on the offering?

BofA Securities, J.P. Morgan Securities and Morgan Stanley & Co. are the representatives of the underwriters. BofA Securities, J.P. Morgan, Morgan Stanley, Rabo Securities USA, RBC Capital Markets, Goldman Sachs & Co. and Scotia Capital (USA) are joint book-running managers. SMBC Nikko Securities America and U.S. Bancorp Investments are senior co-managers, and Academy Securities, Loop Capital Markets, BMO Capital Markets, Regions Securities and Siebert Williams Shank are co-managers.

TSN 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed February 11, 2026. Cited figures are marked; the original filing is the authoritative source.

Tyson Foods, Inc. (NYSE: TSN) entered into an underwriting agreement dated February 10, 2026 with BofA Securities, J.P.

Morgan Securities and Morgan Stanley & Co., as representatives of the underwriters, under which the underwriters agreed to purchase $500,000,000^a aggregate principal amount of its 4.950% Senior Notes due 2036. The sale was made under the company's effective Form S-3 shelf registration (No. 333-272538) and a prospectus supplement dated February 10, 2026. The closing is expected on February 20, 2026, subject to customary closing conditions.

The company stated that it intends to use the net proceeds for general corporate purposes, including paying down outstanding debt, which is expected to include retiring the outstanding 4.00%^b Notes due March 2026. Pending application, proceeds may be held in bank deposit accounts, certificates of deposit, U.S. government securities or other interest-bearing securities. The notes will be issued under a 1995 indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, supplemented by a supplemental indenture to be dated February 20, 2026 and filed on a later 8-K.

The filing is a debt-financing event rather than an operational update. It discloses no earnings, margin or guidance figures. For investors, the key facts are the size and coupon of the new notes and the stated plan to refinance the 4.00%^c notes maturing in March 2026.

02—Key points

Key Highlights

Tyson Foods agreed to sell $500 million aggregate principal amount of 4.950% Senior Notes due 2036 in an underwritten public offering, priced February 10, 2026.
The offering was made under an effective Form S-3 shelf registration (No. 333-272538) via a Rule 424(b)(5) prospectus supplement dated February 10, 2026.
Closing is expected on February 20, 2026, subject to customary closing conditions.
Net proceeds are earmarked for general corporate purposes, including debt paydown expected to include retiring the 4.00% Notes due March 2026.
Notes will be issued under a 1995 indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, with a supplemental indenture to be dated February 20, 2026.
Joint book-running managers include BofA Securities, J.P. Morgan, Morgan Stanley, Rabo Securities, RBC Capital Markets, Goldman Sachs and Scotia Capital.
The company also issued a press release on February 10, 2026 announcing the pricing of the notes (Exhibit 99.1).

03—Questions

Frequently Asked Questions

What securities were sold and in what amount?
Tyson Foods agreed to sell $500,000,000 aggregate principal amount of its 4.950% Senior Notes due 2036 to underwriters, who will purchase them from the company under an underwriting agreement dated February 10, 2026.
How will Tyson use the proceeds?
The company intends to use the net proceeds for general corporate purposes, including but not limited to paying down outstanding debt, which is expected to include retiring the outstanding 4.00% Notes due March 2026. Pending use, proceeds may be held in deposit accounts, certificates of deposit, U.S. government securities or other interest-bearing securities.
When is the offering expected to close?
The closing is expected to occur on February 20, 2026, subject to the satisfaction of customary closing conditions.
Under what registration and documentation was the offering made?
The sale was made under Registration Statement on Form S-3 (No. 333-272538), including a prospectus supplement dated February 10, 2026 to the base prospectus dated June 9, 2023. The notes will be issued under a 1995 indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, supplemented by a supplemental indenture to be dated February 20, 2026.
Who are the underwriters and managers on the offering?
BofA Securities, J.P. Morgan Securities and Morgan Stanley & Co. are the representatives of the underwriters. BofA Securities, J.P. Morgan, Morgan Stanley, Rabo Securities USA, RBC Capital Markets, Goldman Sachs & Co. and Scotia Capital (USA) are joint book-running managers. SMBC Nikko Securities America and U.S. Bancorp Investments are senior co-managers, and Academy Securities, Loop Capital Markets, BMO Capital Markets, Regions Securities and Siebert Williams Shank are co-managers.

04—Continue

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