01—Abstract
Summary
Summary of the 8-K filed February 20, 2026. Cited figures are marked; the original filing is the authoritative source.
Tyson Foods, Inc. (TSN) completed its previously announced public offering of $500,000,000a aggregate principal amount of 4.950% Senior Notes due 2036 on February 20, 2026.
The notes were sold under the company's Form S-3 shelf registration (Registration No. 333-272538) and a prospectus supplement dated February 10, 2026, and were issued under a 1995 base indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, as supplemented by a supplemental indenture dated February 20, 2026. The notes are general senior unsecured obligations that rank equally with the company's other existing and future senior unsecured indebtedness. Interest is payable semiannually on February 20 and August 20, beginning August 20, 2026.
The indenture contains restrictive covenants limiting the company and certain subsidiaries from incurring secured debt, entering into sale and lease-back transactions, and consolidating, merging or transferring substantially all assets, subject to exceptions. Customary events of default apply, with acceleration available at the request of the trustee or holders of at least 25%b of the outstanding principal, and automatic acceleration upon certain bankruptcy or insolvency events.
The filing is primarily a debt issuance disclosure under Items 1.01 and 2.03, with Item 8.01 covering the related exhibits, including the indentures, form of note and a Davis Polk & Wardwell LLP opinion. The filing does not discuss the use of proceeds or any financial results.
02—Key points
Key Highlights
- Tyson Foods completed the sale of $500,000,000 aggregate principal amount of 4.950% Senior Notes due February 20, 2036.
- The notes are general senior unsecured obligations, ranking equally with all other existing and future senior unsecured indebtedness of the company.
- Interest is payable semiannually on February 20 and August 20, with the first payment on August 20, 2026.
- The indenture restricts secured debt, sale and lease-back transactions, and consolidations, mergers or substantial asset transfers, subject to exceptions.
- Acceleration may be declared by the trustee or holders of at least 25% of outstanding principal upon certain events of default; bankruptcy or insolvency events trigger automatic acceleration.
- The offering was made under the company's Form S-3 shelf registration (No. 333-272538) and a prospectus supplement dated February 10, 2026.
- The notes were issued under a 1995 base indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, supplemented by a February 20, 2026 supplemental indenture.
03—Questions
Frequently Asked Questions
What did Tyson Foods issue and when?
Tyson Foods completed the sale of $500,000,000 aggregate principal amount of 4.950% Senior Notes due 2036 on February 20, 2026, following a previously announced public offering.
When do the notes mature and how often is interest paid?
The notes mature on February 20, 2036. Interest accrues at a fixed 4.950% rate and is paid semiannually in arrears on February 20 and August 20, beginning August 20, 2026.
How do the notes rank relative to other company debt?
The notes are general senior unsecured obligations of Tyson Foods and rank equally in right of payment with all other existing and future senior unsecured indebtedness, including other senior notes issued under the indenture.
What restrictions does the indenture place on the company?
The indenture limits the company and certain subsidiaries from incurring secured debt, entering into sale and lease-back transactions, and consolidating, merging or transferring substantially all assets to another entity, subject to a number of exceptions and qualifications.
Under what circumstances can the notes be accelerated?
Upon certain events of default, either the trustee or holders of not less than 25% of the outstanding principal may declare the principal and accrued interest immediately due. In certain bankruptcy, insolvency or reorganization events involving the company, the notes become automatically due and payable.
04—Continue