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Tyson Foods 8-K Report, Corporate Update (Aug 10, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed August 10, 2026
Period End
August 10, 2026
Security
TSN
In the record · 2016–202610-K1110-Q338-K142

TSN filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 142 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Jun ’17Jun ’17
  2. Leadership change8-K · May ’19May ’19
  3. Material agreement8-K · Oct ’21Oct ’21
  4. Leadership change8-K · Sep ’25Sep ’25

01—Abstract

Summary

Summary of the 8-K filed August 10, 2026. Cited figures are marked; the original filing is the authoritative source.

Tyson Foods, Inc. filed a Form 8-K on August 10, 2026, furnishing as Exhibit 99.1 a press release announcing cash tender offers for up to $1.2 billiona aggregate purchase price of certain of its senior notes (the "Maximum Tender Cap").

The offers cover three series: the 3.550% Senior Notes due 2027, the 5.400% Senior Notes due 2029, and the 4.350% Senior Notes due 2029. Within the overall cap, the company will accept no more than $800 millionb for the 2027 notes and no more than $250 million for the 5.400% 2029 notes, with the remaining series subject to acceptance priority levels and possible pro rata allocation. The offers are conditioned on the Financing Condition: receipt of net proceeds from a contemporaneous offering of one or more new series of notes, sufficient together with cash on hand to fund the repurchases, on terms satisfactory to Tyson in its sole discretion.

The offers are not conditioned on each other or on any minimum amount of notes being tendered. Key dates include an Early Tender Deadline of August 21, 2026, a Price Determination Date of August 24, 2026, an expected Early Settlement Date of August 26, 2026, and an Expiration Date of September 8, 2026, with final settlement expected on September 10, 2026. For investors, the filing signals a liability management transaction that would retire outstanding debt, with the net effect dependent on the new debt issuance.

Holders who tender by the Early Tender Deadline receive the Total Consideration, which includes an early tender premium of $30c per $1,000 principal amount for each series; those tendering later receive only the Purchase Price. The filing itself does not state the company's rationale beyond the stated purpose of acquiring the maximum principal amount within the cap.

02—Key points

Key Highlights

  1. Tyson Foods announced cash tender offers for its senior notes with a Maximum Tender Cap of $1,200,000,000 in aggregate purchase price, excluding accrued interest.
  2. The 3.550% Senior Notes due 2027 ($1.3 billion outstanding) have a 2027 Tender Sub-Cap of $800 million and Acceptance Priority Level 1.
  3. The 5.400% Senior Notes due 2029 ($600 million outstanding) have a sub-cap of $250 million and Acceptance Priority Level 2; the 4.350% Senior Notes due 2029 ($1.0 billion outstanding) have Acceptance Priority Level 3 with no sub-cap.
  4. Early tender premium is $30 per $1,000 principal amount for each series; the Total Consideration is set by a fixed spread over the applicable Treasury reference security, with a spread of 20 bps for the 2027 notes, 25 bps for the 5.400% 2029 notes, and 30 bps for the 4.350% 2029 notes.
  5. The offers are conditioned on the Financing Condition, requiring net proceeds from a contemporaneous new notes offering sufficient to fund the repurchases, on terms satisfactory to Tyson in its sole discretion.
  6. Key timing: Early Tender Deadline August 21, 2026; Price Determination Date August 24, 2026; expected Early Settlement Date August 26, 2026; Expiration Date September 8, 2026; expected Final Settlement Date September 10, 2026.
  7. Dealer Managers are BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Rabo Securities USA, Inc.; D.F. King & Co., Inc. is the Information Agent and Tender Agent.

03—Questions

Frequently Asked Questions

  1. What is Tyson Foods doing in this filing?

    Tyson is offering to purchase for cash several series of its outstanding senior notes, up to a Maximum Tender Cap of $1.2 billion in aggregate purchase price, under terms set out in an Offer to Purchase dated August 10, 2026.

  2. Which notes are included in the tender offers?

    Three series are included: the 3.550% Senior Notes due 2027 ($1.3 billion outstanding), the 5.400% Senior Notes due 2029 ($600 million outstanding), and the 4.350% Senior Notes due 2029 ($1.0 billion outstanding).

  3. What do holders receive, and what is the difference between early and late tenders?

    Holders who validly tender by the Early Tender Deadline of August 21, 2026 and are accepted receive the Total Consideration plus accrued interest. Those who tender after the Early Tender Deadline and at or before the September 8, 2026 Expiration Date receive only the Purchase Price, which is the Total Consideration less the $30 per $1,000 early tender premium, plus accrued interest.

  4. Are the offers guaranteed to be completed?

    No. The offers are conditioned on the Financing Condition, meaning Tyson must receive net proceeds from a contemporaneous offering of new notes sufficient, together with cash on hand, to fund the repurchases, on terms satisfactory to Tyson in its sole discretion, unless waived. Tyson may also amend, extend or terminate the offers.

  5. What are the key dates investors should note?

    The Early Tender Deadline and Withdrawal Deadline are August 21, 2026; the Price Determination Date is August 24, 2026; the expected Early Settlement Date is August 26, 2026; the Expiration Date is September 8, 2026; and the expected Final Settlement Date is September 10, 2026. Tyson may extend these dates.

04—Continue

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