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Tyson Foods 8-K Report, Corporate Update (Aug 24, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed August 24, 2026
Period End
August 24, 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 24, 2026. Cited figures are marked; the original filing is the authoritative source.

Tyson Foods, Inc. (NYSE: TSN) announced early results and pricing terms for its cash tender offers for three series of senior notes: the 3.550%a Senior Notes due 2027, the 5.400% Senior Notes due 2029, and the 4.350% Senior Notes due 2029.

Holders validly tendered $571.26 millionb of the 2027 notes, $389.974 million of the 5.400% 2029 notes, and $542.124 million of the 4.350% 2029 notes by the August 21, 2026 Early Tender Deadline. Because tenders were expected to exceed the $1.2 billion Maximum Tender Cap, the company will accept a portion of the 4.350% 2029 notes on a prorated basis, with a proration factor of 43.48%. The 2027 notes and 5.400% 2029 notes are accepted at a 100.00% proration factor.

The company also eliminated the 5.400% 2029 Tender Sub-Cap and confirmed that the financing condition has been satisfied. Total Consideration per $1,000c principal amount is $994.87 for the 2027 notes, $1,019.77 for the 5.400% 2029 notes, and $994.24 for the 4.350% 2029 notes. Each figure includes a $30.00 Early Tender Premium and excludes accrued interest.

Early settlement is expected on August 26, 2026, and the offers expire at 5:00 P.M. New York City time on September 8, 2026. Notes tendered after the Early Tender Deadline will not be accepted, because the Maximum Tender Cap has already been reached.

The transaction is a liability management action in which the company retires outstanding senior notes with cash. The filing's Exhibits 99.1 and 99.2 are the early tender results and pricing terms press releases. The filing does not include the offer to purchase, which is dated August 10, 2026, and governs the full terms and conditions.

02—Key points

Key Highlights

  1. Early Tender Deadline (August 21, 2026) tenders: $571.26 million of 3.550% Senior Notes due 2027, $389.974 million of 5.400% Senior Notes due 2029, and $542.124 million of 4.350% Senior Notes due 2029.
  2. The $1.2 billion Maximum Tender Cap was reached by the Early Tender Deadline, so no notes tendered afterward will be accepted, regardless of acceptance priority level.
  3. The 4.350% Senior Notes due 2029 are being accepted on a prorated basis at a 43.48% proration factor, with $235.342 million accepted and cancelled.
  4. The 5.400% 2029 Tender Sub-Cap was eliminated, and the 2027 Tender Sub-Cap of $800 million remains in effect for the 3.550% Senior Notes due 2027.
  5. Total Consideration per $1,000 principal amount: $994.87 (2027 notes, 20 bps fixed spread), $1,019.77 (5.400% 2029 notes, 25 bps), and $994.24 (4.350% 2029 notes, 30 bps), each including a $30.00 Early Tender Premium.
  6. Early settlement is expected on August 26, 2026, with accrued and unpaid interest paid in addition to the Total Consideration; the financing condition has been satisfied.
  7. Dealer Managers are BofA Securities, J.P. Morgan, Morgan Stanley, and Rabo Securities USA; D.F. King & Co. is the information and tender agent.

03—Questions

Frequently Asked Questions

  1. How much debt is Tyson Foods retiring through these offers?

    The filing shows that Notes accepted for purchase total $571.26 million for the 3.550% Senior Notes due 2027, $389.974 million for the 5.400% Senior Notes due 2029, and $235.342 million for the 4.350% Senior Notes due 2029. Accepted notes will be retired and cancelled. The aggregate purchase price is capped at $1.2 billion, including principal and premium but excluding accrued interest.

  2. Why are only part of the 4.350% Senior Notes due 2029 being accepted?

    Tenders of the 4.350% notes by the Early Tender Deadline exceeded the Maximum Tender Cap when combined with the other series. The company is therefore accepting these notes on a prorated basis, with a 43.48% proration factor, in accordance with the Offer to Purchase's proration procedures. Holders of unaccepted notes will have them returned.

  3. What does a holder receive for tendering notes early?

    Holders whose notes were validly tendered by the Early Tender Deadline and accepted receive the Total Consideration, which includes a $30.00 Early Tender Premium per $1,000 principal amount, plus accrued and unpaid interest up to the Early Settlement Date. Total Consideration is $994.87 per $1,000 for the 2027 notes, $1,019.77 for the 5.400% 2029 notes, and $994.24 for the 4.350% 2029 notes.

  4. When do the offers end, and can tenders still be withdrawn?

    The Withdrawal Deadline of 5:00 P.M. New York City time on August 21, 2026 has passed, so validly tendered notes may no longer be withdrawn except in limited circumstances described in the Offer to Purchase. The offers expire at 5:00 P.M. New York City time on September 8, 2026, unless extended, but notes tendered after the Early Tender Deadline will not be accepted because the Maximum Tender Cap has been reached.

04—Continue

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