TSN · Tyson Foods

450 filings

TSN SEC Filings

Tyson Foods - 450 total filings

Filing record · 2016–202610-K1110-Q338-K142

Showing 1–50 of 450 filings

Tyson Foods 8-K Report, Regulation FD Disclosure (Sep 3, 2026)

Tyson Foods, Inc. (NYSE: TSN) updated its fiscal 2026 outlook on September 3, 2026, citing additional pressure in its Beef segment during the fourth quarter. The company now expects fiscal 2026 revenue growth of 1.5% to 2.0% and total company adjusted operating income of $1.85 billion to $2.05 billion. The revision is attributed mainly to significant margin compression amid volatile cattle prices and one of the most severe cattle shortages in U.S. history, along with the expected impact of lower cattle prices on the value of live cattle inventories. Segment guidance shows the divergence across the portfolio. Beef adjusted segment operating loss is now expected to be $(775) million to $(625) million, while Chicken is expected at $1.85 billion to $1.95 billion and Pork at $200 million to $250 million. Pork's outlook reflects increased hog availability, softer hog and wholesale prices, and processing spreads compressed as product values declined faster than livestock costs. Prepared Foods and International guidance was maintained. Management said the Beef network is being restructured around three strategically located facilities in the central United States, an action announced in August, and expects it to begin reducing operating cost pressures as the company enters fiscal 2027. The release also notes that Jeff Schomburger, incoming President and CEO, and CFO Curt Calaway will speak at the Barclays Global Consumer Conference on September 10, 2026. The company states it is unable to reconcile its non-GAAP outlook to GAAP results without unreasonable effort.

Sep 3, 2026 8-K

Tyson Foods 8-K Report, Material Agreement (Aug 24, 2026)

On August 24, 2026, Tyson Foods, Inc. completed its previously announced public offering of two series of senior notes, each with a $500,000,000 aggregate principal amount. The offering consisted of 5.100% Senior Notes due August 24, 2031 (the 2031 Notes) and 5.600% Senior Notes due January 24, 2037 (the 2037 Notes). The notes were sold under the company's Form S-3 registration statement (No. 333-296632) and a prospectus supplement dated August 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 new supplemental indentures dated August 24, 2026. The notes are general senior unsecured obligations that rank equally in right of payment with the company's other existing and future senior unsecured indebtedness, including other senior notes issued under the indenture. The 2031 Notes pay interest semiannually on February 24 and August 24, beginning February 24, 2027, while the 2037 Notes pay interest semiannually on January 24 and July 24, beginning January 24, 2027. The company may redeem each series in whole or in part under terms set out in the supplemental indentures. The indenture includes restrictive covenants that limit 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 stated exceptions. Standard events of default apply, with acceleration available to the trustee or holders of at least 25% of a series' principal, and automatic acceleration upon certain bankruptcy or insolvency events.

Aug 24, 2026 8-K

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

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% Senior Notes due 2027, the 5.400% Senior Notes due 2029, and the 4.350% Senior Notes due 2029. Holders validly tendered $571.26 million 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 $1,000 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.

Aug 24, 2026 8-K

Tyson Foods 8-K Report, Regulation FD Disclosure (Aug 13, 2026)

On August 13, 2026, Tyson Foods, Inc. (NYSE: TSN) announced a restructuring of its beef network to strengthen long-term performance. The company will anchor its beef business around three central U.S. facilities in Dakota City, Nebraska; Holcomb, Kansas; and Amarillo, Texas. It will end operations at its beef facility in Joslin, Illinois, and its beef and pork case-ready facility in Eagle Mountain, Utah, moving that capacity to more strategically located facilities with ample room to grow. The company is also pursuing the sale of its beef facility in Pasco, Washington, and plans to ramp back up a second shift at its Amarillo, Texas facility as cattle become available. Management attributes the changes to one of the most historic cattle shortages in the country, citing recent USDA cattle inventory data that showed continued limited heifer retention and indicated supply constraints are likely to persist. Management states that these changes will allow the company to maintain a similar level of cattle harvesting across a more efficient and modern network. The filing is a Regulation FD disclosure furnishing the press release as Exhibit 99.1. The filing does not quantify the financial impact of the restructuring, such as costs, charges, or job reductions, and the press release states that the company is supporting affected team members, including help applying for open positions at other facilities.

Aug 13, 2026 8-K

Tyson Foods 8-K Report, Material Agreement (Aug 11, 2026)

Tyson Foods, Inc. (NYSE: TSN) entered into an underwriting agreement on August 10, 2026 with BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Rabo Securities USA, Inc., as representatives of the underwriters, to sell $500,000,000 aggregate principal amount of its 5.100% Senior Notes due 2031 and $500,000,000 aggregate principal amount of its 5.600% Senior Notes due 2037. The notes are being sold under an effective Form S-3 shelf registration (No. 333-296632) through a prospectus supplement dated August 10, 2026, and the closing is expected on August 24, 2026, subject to customary closing conditions. The company states it intends to use the net proceeds to purchase notes tendered in a contemplated tender offer, with any remainder used for general corporate purposes. 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 August 24, 2026 and filed on a subsequent Form 8-K. For investors, the filing is primarily a debt financing and refinancing-related event: it adds $1.00 billion of new senior notes in aggregate and signals a pending tender offer for existing notes. The filing does not state the tender offer's terms, size, or the interest cost savings, so those details are not available from this report.

Aug 11, 2026 8-K

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

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 billion 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 million 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 $30 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.

Aug 10, 2026 8-K

Tyson Foods 8-K Report, Financial Results (Aug 3, 2026)

Tyson Foods, Inc. (NYSE: TSN) reported third-quarter fiscal 2026 results for the period ended June 27, 2026, in a press release furnished as Exhibit 99.1. Sales were $13,868 million, flat versus $13,884 million a year earlier, and included a $98 million legal contingency accrual recorded as a reduction to Sales. GAAP operating income rose to $362 million from $260 million, and GAAP diluted EPS was $0.52 versus $0.17. Adjusted operating income was $547 million, up from $505 million, and adjusted EPS was $0.99 versus $0.91, both non-GAAP measures. Management highlighted continued strength in the Chicken and Prepared Foods segments and market share gains by its brands. For the first nine months, sales were $41,834 million compared with $40,581 million, while adjusted operating income declined to $1,616 million from $1,679 million. Cash provided by operating activities was $1,469 million and free cash flow (non-GAAP) was $913 million. The company reduced total debt by $824 million and reported liquidity of $4.0 billion as of June 27, 2026. For fiscal 2026, Tyson guided to total company adjusted operating income of $2.1 billion to $2.3 billion, sales growth of 2.5% to 3.5%, free cash flow of $1.3 billion to $1.7 billion, and capital expenditures of $0.7 billion to $0.9 billion. The Beef segment is expected to post an adjusted operating loss of $(650) million to $(500) million, a notable drag on results. The filing also notes a $73 million executive leadership transition charge that is non-deductible for income tax purposes.

Aug 3, 2026 10-Q

Tyson Foods Quarterly Report for Q3 Ended Jun 27, 2026

Tyson Foods reported third-quarter fiscal 2026 sales of $13.87 billion, roughly flat against $13.88 billion a year earlier, as lower Beef volume was offset by higher sales in the other segments. Operating income rose to $362 million from $260 million, helped by the absence of the prior year's $343 million goodwill impairment and by higher Beef and Pork segment operating income. Net income attributable to Tyson was $182 million, or $0.52 per diluted share, versus $61 million, or $0.17, a year earlier. For the nine months, sales grew 3% to $41.83 billion and operating income rose 17% to $1.10 billion, with diluted EPS of $1.49 compared with $1.20. Results absorbed significant charges in the quarter. These included a $98 million Chicken segment legal contingency accrual, $73 million of executive leadership transition charges, and $14 million of restructuring and related charges. Nine-month legal contingency accruals totaled $269 million. Beef remained loss-making, with a segment operating loss of $142 million in the quarter, though this improved from $459 million a year earlier. Cash provided by operating activities fell to $1.47 billion from $1.62 billion for the nine months, reflecting higher payments of accrued legal contingencies and lower income tax receivables. Total debt declined to $8.01 billion from $8.83 billion, and total liquidity was $3.99 billion at quarter-end. Looking ahead, the company expects capital expenditures of $0.7 billion to $0.9 billion and net interest expense of about $365 million for fiscal 2026. It expects $29 million of executive transition charges and a $20 million net income benefit from the Beef asset sale in the fourth quarter. In July 2026, the company sold its 40% stake in a Brazilian poultry producer for $120 million and settled an Oklahoma environmental lawsuit with an estimated $18 million obligation. The company reported no material changes to risk factors and stated it was in compliance with all debt covenants.

Aug 3, 2026 8-K

Tyson Foods 8-K Report, Executive Changes (Jun 18, 2026)

Tyson Foods, Inc. filed this Form 8-K on June 18, 2026 under Item 5.02, disclosing that on June 17, 2026 it entered into a Third Amended and Restated Employment Agreement with Chairman John H. Tyson. The agreement was reviewed and approved by the independent directors of the Board and replaces Mr. Tyson's prior employment agreement dated November 9, 2017. It sets an initial term ending September 30, 2029, with automatic three-year renewals unless terminated, an annual base salary of $3,500,000, an annual incentive target of 300% of base salary, and a long-term incentive target grant date value of $6,000,000 split 50% performance stock units and 50% restricted stock units, all subject to Compensation and Leadership Development Committee performance objectives where applicable. The agreement also provides a one-time incentive cash award of $40,000,000, partially subject to pro-rata repayment if Mr. Tyson resigns without Good Reason or is terminated for Cause before September 30, 2029. Security, aircraft and benefits terms include required use of Company-owned aircraft for certain senior executives with tax gross-ups for approved personal use, 300 hours of annual aircraft use for flights where he is not a passenger, personal security services with up to $150,000 annually in additional security, reimbursement of a life insurance premium, and a Supplemental Executive Retirement Plan benefit of approximately $175,000 per year. On termination without Cause or for Good Reason, subject to a general release, Mr. Tyson would receive the greater of two years of base salary, two times target annual bonus and two times target long-term incentive award, or the sum of those amounts through the end of the term, along with accelerated vesting of certain equity awards, cash redemption eligibility for vested options, and lifetime medical coverage. The agreement includes a non-compete ending on the later of 24 months post-termination or September 30, 2031, a 24-month non-solicitation covenant, and confidentiality obligations. The full agreement is to be filed as an exhibit to the Form 10-Q for the quarter ending June 27, 2026.

Jun 18, 2026 8-K

Tyson Foods 8-K/A Report, Executive Changes (Jun 17, 2026)

Tyson Foods, Inc. filed this Form 8-K/A to amend its June 8, 2026 Current Report (Item 5.02) with details about the departure of Devin Cole, who stepped down as Chief Operating Officer effective June 15, 2026, the same day Wes Morris took over as Chief Operating Officer. Under a separation agreement entered into on June 16, 2026, in exchange for a release of claims, Mr. Cole will receive a lump sum cash payment of $10,578,900 (about $10.58 million). The lump sum payment is conditioned on Mr. Cole's release of claims and his reaffirmation of existing restrictive covenants and confidentiality obligations. Mr. Cole will forfeit all outstanding performance stock upon departure, while his existing time-based equity awards will be treated under the terms of the applicable award agreements. The filing states that the separation agreement will be filed as an exhibit to the Company's Form 10-Q for the quarter ending June 27, 2026. The amendment makes no other changes to the original Current Report. Its only exhibit is the Cover Page Interactive Data File (Exhibit 104).

Jun 17, 2026 8-K

Tyson Foods 8-K Report, Corporate Update (Jun 9, 2026)

Tyson Foods, Inc. filed this Form 8-K on June 9, 2026 to recast previously reported segment information in its Annual Report on Form 10-K for the year ended September 27, 2025, to conform with segment reporting changes made beginning in the first quarter of fiscal 2026. Beginning in that quarter, the company stopped allocating corporate expenses and amortization to its segments, because its Chief Operating Decision Maker no longer uses those items to assess segment performance or allocate resources. Segment profit is now defined as operating income (loss) less corporate expenses and amortization, and International is a reportable segment, bringing the total to five reportable segments: Beef, Pork, Chicken, Prepared Foods and International. The filing states that it does not amend or restate the audited consolidated financial statements in the 2025 Form 10-K and does not reflect events after that filing. The recast has no effect on the consolidated income statement, comprehensive income statement, balance sheet, shareholders' equity statement or cash flow statement. Under the new presentation, fiscal 2025 total sales were $54.44 billion, with segment operating income of $2.14 billion (Beef a loss of $984 million, Pork a loss of $141 million, Chicken $1.86 billion, Prepared Foods $1.25 billion and International $155 million). Corporate expenses of $783 million and amortization of $257 million reconcile the segment total to fiscal 2025 operating income of $1.10 billion. The filing is primarily a presentation update for investors comparing segment results across periods. Investors should read it alongside the 2025 Form 10-K and the Forms 10-Q for the quarters ended December 27, 2025 and March 28, 2026, which the filing identifies as the sources for developments after the 10-K.

Jun 9, 2026 8-K

Tyson Foods 8-K Report, Executive Changes (Jun 8, 2026)

Tyson Foods, Inc. announced on June 8, 2026, that Wes Morris will become Chief Operating Officer effective June 15, 2026, succeeding Devin Cole, who steps down the same day. Morris was Group President, Poultry from January 2023 to February 2025 and remained an employee until February 2026. He previously worked for the Company from 1999 to 2017, including as President, Prepared Foods Operations, and served as a consultant from October 2020 to January 2023. Per the press release furnished as Exhibit 99.1, he will oversee the Chicken, Beef, Pork, Prepared Foods and International segments. Morris's Employment Agreement, dated June 4, 2026, sets an annual base salary of $1,350,000, an annual incentive target of 160% of base salary, and an annual long-term incentive target of $5,900,000. The CLDC approved an initial restricted stock unit award with a grant date fair value of $1,500,000, with a July 10, 2026 Grant Date and one-third vesting each year over three years. If the Company terminates him without cause (or he resigns for good reason), he would receive two years' base salary, a pro-rata bonus based on actual performance, and up to 18 months of medical coverage. The agreement also includes a 24-month non-compete and a 36-month non-solicitation restriction. The Company expects to enter into a separation agreement with Mr. Cole. If that agreement is signed, its material terms will be disclosed in an amendment to this Form 8-K. The Employment Agreement will be filed as an exhibit to the Form 10-Q for the quarter ending June 27, 2026. The filing also notes that Jeff Schomburger is the incoming President and Chief Executive Officer.

Jun 8, 2026 8-K

Tyson Foods 8-K Report, Executive Changes (May 28, 2026)

Tyson Foods, Inc. (NYSE: TSN) announced on May 28, 2026 that Jeffrey K. Schomburger, a current member of its Board of Directors since 2016 and Lead Independent Director since November 2025, will succeed Donnie King as Chief Executive Officer effective October 4, 2026. Schomburger joins the company as a senior executive effective July 1, 2026, ahead of taking the CEO role. He previously spent 35 years at The Procter & Gamble Company, most recently as Global Sales Officer from 2015 to 2019. King will step down as CEO on October 4, 2026, is expected to assist the leadership transition, and will remain on the Board. The filing sets out the terms of Schomburger's employment agreement, dated May 27, 2026. It provides a $1,600,000 annual base salary, an annual incentive target of 200% of base salary, and an annual long-term incentive target of $11,000,000. His initial restricted stock unit award, granted July 10, 2026 with a grant date fair value of $2,800,000, vests in one-third tranches over three years. Severance upon termination without cause or resignation for good reason is two years' base salary plus two years' target cash bonus, a pro-rata bonus, and up to 18 months of medical coverage. The agreement also includes a 24-month non-compete, a 36-month non-solicitation restriction, up to 30 hours per year of personal aircraft use, and a $75,000 relocation payment. The press release states that Tyson Foods is reaffirming its previously issued total company guidance for fiscal 2026. The filing does not describe any change to operating results or financial outlook.

May 28, 2026 8-K

Tyson Foods 8-K Report, Financial Results (May 4, 2026)

Tyson Foods, Inc. (NYSE: TSN) reported results for its second quarter ended March 28, 2026, with sales of $13,653 million, up 4.4% from the prior year's $13,074 million, and GAAP operating income of $435 million, versus $100 million a year earlier. GAAP diluted EPS was $0.73, compared with $0.02 in the prior-year quarter. Adjusted operating income (non-GAAP) was $497 million, down 3% from $515 million, and adjusted EPS (non-GAAP) was $0.87, down 5% from $0.92. The prior-year quarter's sales included $343 million of legal contingency accruals recorded as a reduction to sales; excluding that, sales were stated as up 1.8%. For the six months, sales were $27,966 million, up 4.8%, and GAAP operating income was $737 million, up 8%. Adjusted operating income was $1,069 million, down 9%, and adjusted EPS was $1.84, down 11%. Chicken and Prepared Foods drove the quarter: Chicken segment adjusted operating income rose to $523 million from $411 million, and Prepared Foods was $352 million, flat with the prior year's $329 million. Beef remained a loss-maker, with an adjusted segment operating loss of $(202) million in the quarter, compared with $(113) million a year earlier. For fiscal 2026, Tyson updated its outlook: total company adjusted operating income of $2.2 billion to $2.4 billion, sales growth of 2% to 4%, free cash flow of $1.2 billion to $1.8 billion, and a Beef segment adjusted operating loss of $(500) million to $(350) million. The company reported liquidity of $3.7 billion as of March 28, 2026, and returned $445 million to shareholders year to date through dividends and share repurchases.

May 4, 2026 10-Q

Tyson Foods Quarterly Report for Q2 Ended Mar 28, 2026

Tyson Foods, Inc. reported improved operating results for the second quarter and first six months of fiscal 2026 ended March 28, 2026. Sales were $13.65 billion for the quarter, up from $13.07 billion a year earlier, and $27.97 billion for the six months, up from $26.70 billion. Operating income was $435 million for the quarter versus $100 million, and $737 million for the six months versus $680 million. Net income attributable to Tyson was $260 million, or $0.73 per diluted share, for the quarter, compared with $7 million, or $0.02 per diluted share, a year earlier. For the six months, net income attributable to Tyson was $345 million, or $0.97 per diluted share, versus $366 million, or $1.03 per diluted share. The comparison to the prior-year quarter was distorted by $343 million of legal contingency accruals recorded in the second quarter of fiscal 2025. Segment results were mixed. Beef reported a segment operating loss of $240 million for the quarter, with the filing citing reduced cattle availability and compressed Beef margins, while Pork, Chicken and Prepared Foods improved. Chicken delivered segment operating income of $505 million and Prepared Foods $348 million. Cash provided by operating activities was $829 million for the six months, and cash and cash equivalents declined to $500 million from $1.23 billion at September 27, 2025, as the company repaid debt. Total debt was $8.08 billion at March 28, 2026, and total liquidity was stated at $3.72 billion. The filing also highlights ongoing legal and tax exposures. Accrued legal contingencies fell to $507 million from $712 million, following payments under the pork and beef antitrust matters. The company disclosed an IRS examination with proposed adjustments of up to approximately $127 million, excluding interest and penalties, which it disputes. Management stated that Middle East geopolitical tensions have not had a material impact to date, and it expects fiscal 2026 capital expenditures of $0.7 billion to $1.0 billion.

May 4, 2026 8-K

Tyson Foods 8-K Report, Executive Changes (Apr 2, 2026)

Tyson Foods, Inc. filed a Current Report on Form 8-K on April 2, 2026 to disclose a leadership change in its accounting function. The Company announced that Phillip Thomas will be appointed Vice President, Controller and Chief Accounting Officer, effective April 6, 2026. Mr. Thomas, 51, has served as Vice President and Controller since December 2023, and previously held the Vice President, Controller and Chief Accounting Officer role from July 2020 to December 2023. In connection with the appointment, Lori Bondar, Senior Vice President and Chief Accounting Officer, will step down from the Chief Accounting Officer role. She will remain with the Company as Senior Vice President to assist with the transition and plans to retire prior to the end of this fiscal year. The filing also sets out Mr. Thomas's compensation: an annual base salary of $360,574, a target annual incentive of 55% of base salary, and an annual long-term incentive target award of $175,000, weighted 75% restricted stock units and 25% performance stock. The filing states there is no family relationship with any director or officer and no related party transactions required to be reported under Item 404(a) of Regulation S-K.

Apr 2, 2026 8-K

Tyson Foods 8-K Report, Material Agreement (Feb 20, 2026)

Tyson Foods, Inc. (TSN) completed its previously announced public offering of $500,000,000 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% 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.

Feb 20, 2026 8-K

Tyson Foods 8-K Report, Material Agreement (Feb 11, 2026)

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 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% 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% notes maturing in March 2026.

Feb 11, 2026 8-K

Tyson Foods 8-K Report, Shareholder Vote Results (Feb 9, 2026)

Tyson Foods, Inc. filed this Form 8-K under Item 5.07 to report the results of its 2026 Annual Meeting of Shareholders. Shareholders voted on seven proposals described in the Proxy Statement filed December 17, 2025. All 15 director nominees were elected to serve until the next annual meeting, and shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending October 3, 2026. Shareholders approved the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan and, on a non-binding advisory basis, approved the compensation of the named executive officers. The votes against the advisory compensation proposal were 163,240,218, compared with 757,601,824 votes for. Management's proposals therefore passed, and the approval margin on the say-on-pay vote was narrower than on most other matters. Three shareholder proposals were not approved: one on disclosure of voting results by class of shares, one on a report on environmental and human health impacts from waste lagoons, and one on a report on the anticipated impact of recent changes in U.S. immigration practices on the Company's finances and operations. The waste lagoon and immigration proposals received 23,451,579 and 24,679,761 votes for, respectively, against 896,423,218 and 895,548,135 votes against.

Feb 9, 2026 8-K

Tyson Foods 8-K Report, Regulation FD Disclosure (Feb 2, 2026)

On February 2, 2026, Tyson Foods, Inc. announced a change to its segment reporting effective for the first quarter of fiscal 2026. Corporate expenses and amortization will no longer be allocated to segments because the Chief Operating Decision Maker, the President and Chief Executive Officer, no longer uses them to assess performance or allocate resources. Segment operating income (loss) is now defined as operating income (loss) less corporate expenses and amortization. International is now a reportable segment, and corporate expenses and amortization are disclosed separately. All prior-period amounts for fiscal 2025, 2024 and 2023, by quarter and by year, have been recast to the new presentation. Exhibit 99.1 presents the recast GAAP segment results, and Exhibit 99.2 presents the recast non-GAAP adjusted segment results, which are furnished rather than filed. The recast shows that for fiscal 2025 as reported, total segment operating income was $2,138 million, corporate expenses were $783 million, amortization was $257 million, and operating income was $1,098 million. Beef reported a segment loss of $984 million for the year, while Chicken contributed $1,860 million. On an adjusted basis for fiscal 2025, total segment operating income was $3,304 million and adjusted operating income was $2,287 million. The adjusted figures exclude items such as legal contingency accruals of $698 million recognized as reductions to Sales, a $343 million goodwill and intangible impairment in Beef, and a $41 million product recall in Prepared Foods. Investors should note that the change affects segment comparability and that the recast does not change consolidated operating income.

Feb 2, 2026 8-K

Tyson Foods 8-K Report, Financial Results (Feb 2, 2026)

Tyson Foods, Inc. (NYSE: TSN) reported first quarter fiscal 2026 results for the quarter ended December 27, 2025, in a press release furnished as Exhibit 99.1. Sales were $14.31 billion, up from $13.62 billion a year earlier, though the filing notes a $150 million increase in legal contingency accruals recognized as a reduction to Sales. GAAP operating income fell to $302 million from $580 million, and GAAP diluted EPS was $0.24 versus $1.01. On an adjusted basis, operating income was $572 million versus $659 million and adjusted EPS was $0.97 versus $1.14. Beef was the main drag, with a segment operating loss of $319 million as reported, while Prepared Foods and Chicken remained the most profitable segments on an as-reported basis. Cash provided by operating activities was $942 million, down from $1,031 million, and free cash flow was $690 million versus $760 million. Total debt was reduced by $468 million, and liquidity stood at $4.5 billion as of December 27, 2025. Long-term debt fell to $7.45 billion from $7.92 billion at September 27, 2025. For fiscal 2026, management guides to total company adjusted operating income of $2.1 billion to $2.3 billion, sales growth of 2% to 4%, free cash flow of $1.1 billion to $1.7 billion, and capital expenditures of $0.7 billion to $1.0 billion. Beef is expected to post an adjusted segment operating loss of $(500) million to $(250) million, while Chicken is guided to $1.65 billion to $1.90 billion. The company also changed its segment reporting in this quarter, no longer allocating corporate expenses and amortization to segments and separately reporting International as a reportable segment.

Feb 2, 2026 10-Q

Tyson Foods Quarterly Report for Q1 Ended Dec 27, 2025

Tyson Foods, Inc. reported sales of $14,313 million for the first quarter of fiscal 2026 (quarter ended December 27, 2025), up from $13,623 million a year earlier, a 5.1% increase driven mainly by higher average sales prices. Operating income fell to $302 million from $580 million, and net income attributable to Tyson declined to $85 million from $359 million, or $0.24 per diluted share versus $1.01. The filing attributes the profit decline largely to a Beef segment operating loss of $(319) million, compared with $(26) million a year earlier, driven by higher cattle costs and limited cattle supply. The quarter also included $155 million of pretax legal contingency accruals, $117 million of restructuring and related charges, and a $75 million impairment of equity investments. Cash provided by operating activities was $942 million, compared with $1,031 million in the prior-year quarter. Cash and cash equivalents were $1,278 million, and total liquidity was $4,528 million at quarter end. Total debt was $8,362 million, including $909 million of current debt. During the quarter, Tyson entered into a $750 million revolving term loan credit facility and repaid a $440 million term loan using cash on hand. Management expects fiscal 2026 capital expenditures of $0.7 billion to $1.0 billion and net interest expense of approximately $370 million. The filing discloses ongoing antitrust litigation with accrued liabilities of $353 million for the Beef matter and $206 million for the Pork matter. It also discloses a Mexican tax assessment of approximately $519 million for which no liability has been recorded, after the purchaser agreed to assume the tax liabilities in a November 2025 settlement. Management stated that the company was in compliance with all debt covenants at December 27, 2025.

Feb 2, 2026 8-K

Tyson Foods 8-K Report, Material Agreement (Dec 15, 2025)

On December 12, 2025, Tyson Foods, Inc. entered into a new Loan Agreement with a group of lenders and CoBank, ACB as administrative agent. The agreement replaced the company's existing 2023 Term Loan Agreement, which had aggregate commitments of up to $750 million and $440 million of outstanding borrowings on the effective date. At entry, the company repaid all outstanding borrowings and interest under the 2023 facility and terminated its commitments thereunder. The new Loan Agreement provides a senior unsecured revolving credit facility with aggregate commitments of $750 million, maturing on the third anniversary of the effective date. The company may elect, with at least ten business days' notice before maturity, to convert outstanding revolving borrowings into Tranche A, B, C or D term loans maturing one, three, five or seven years after the revolving maturity date. Pricing is tied to Term SOFR or Daily Simple SOFR plus a spread, or an alternate base rate plus a spread, and the spread and unused commitment fee step up across four rating levels based on the company's S&P or Moody's corporate credit rating. The unused commitment fee ranges from 0.100% to 0.200%. The covenants are generally consistent with the 2023 facility and include limits on subsidiary indebtedness, liens, mergers, asset sales and changes in lines of business, as well as a minimum interest expense coverage ratio of 3.50 to 1.0 measured quarterly on a trailing four-quarter basis. The Loan Agreement is filed as Exhibit 10.1 and its events of default are substantially consistent with the prior agreement.

Dec 15, 2025 8-K

Tyson Foods 8-K Report, Regulation FD Disclosure (Nov 21, 2025)

Tyson Foods, Inc. (NYSE: TSN) filed a Current Report on Form 8-K on November 21, 2025 to disclose network changes to its beef business. Under Item 8.01 (Other Events), the company stated that it will end operations at its Lexington, Nebraska beef facility and convert its Amarillo, Texas beef facility to a single, full-capacity shift. The filing states that production will be increased at other company beef facilities to meet customer demand, with the goal of optimizing volumes across the network. The accompanying press release (Exhibit 99.1), furnished under Item 7.01 as Regulation FD disclosure and not deemed filed, frames the changes as designed to right-size the beef business and position it for long-term success. The company said it recognizes the impact on team members and communities and is supporting affected employees by helping them apply for open positions at other facilities and providing relocation benefits. For investors, the filing is a targeted operational restructuring within the beef segment rather than a company-wide action. The filing does not quantify financial effects such as costs, headcount reductions, or savings, so the financial impact cannot be assessed from this document alone. The press release also notes the company had approximately 133,000 team members as of September 27, 2025.

Nov 21, 2025 10-K

Tyson Foods Annual Report, Year Ended Sep 27, 2025

Tyson Foods, Inc. reported fiscal 2025 (52 weeks ended September 27, 2025) sales of $54.44 billion, up from $53.31 billion, with sales growth driven mainly by higher average sales prices in the Beef, Pork and Prepared Foods segments, partially offset by $653 million of increased legal contingency accruals that reduced sales. Operating income fell to $1,098 million from $1,409 million, as lower results in Beef and Pork, including a $343 million goodwill impairment in Beef and $738 million of legal contingency accruals, outweighed improved results in Chicken and Prepared Foods. Net income attributable to Tyson was $474 million, or $1.33 per diluted share, versus $800 million, or $2.25 per diluted share, in fiscal 2024. Beef reported an operating loss of $1,135 million, and Pork an operating loss of $199 million, while Chicken operating income rose to $1,427 million. Cash provided by operating activities was $2.16 billion, down from $2.59 billion, and capital expenditures were $978 million. Cash and cash equivalents ended the year at $1.23 billion, and total debt was $8.83 billion. The net debt to EBITDA ratio rose to 3.0x from 2.8x, and the company reported total liquidity of $3.73 billion. The company said it expects fiscal 2026 capital expenditures of $0.7 billion to $1.0 billion and a quarterly Class A dividend of $0.51 per share from the December 2025 payment onward, an annual rate of $2.04. The filing highlights ongoing exposure to antitrust and wage-related litigation, including a pending Oklahoma environmental case seeking remedies, and to commodity cost volatility, particularly cattle. The Tyson Limited Partnership controls approximately 71.94% of total voting power, and the company's auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on the financial statements and on internal control over financial reporting.

Nov 10, 2025 8-K

Tyson Foods 8-K Report, Financial Results (Nov 10, 2025)

Tyson Foods, Inc. (NYSE: TSN) reported fourth quarter and fiscal 2025 results for the period ended September 27, 2025. Sales were $13.86 billion in the fourth quarter versus $13.57 billion a year earlier, and $54.44 billion for the twelve months versus $53.31 billion. GAAP operating income was $158 million in the quarter, down from $525 million, and $1.10 billion for the year, down from $1.41 billion. The filing attributes the weaker GAAP results largely to legal contingency accruals, which reduced Sales by $355 million in the quarter and $698 million for the year, and to a $343 million goodwill impairment in fiscal 2025. Adjusted operating income, a non-GAAP measure, rose to $608 million in the quarter from $512 million and to $2.29 billion for the year from $1.82 billion. GAAP net income per diluted share was $0.13 for the quarter and $1.33 for the year, while adjusted EPS was $1.15 and $4.12, respectively. By segment, Beef posted an adjusted operating loss of $94 million in the quarter, which the company attributed to higher cattle costs, while Chicken delivered adjusted operating income of $457 million and Prepared Foods $189 million. Cash provided by operating activities was $2.16 billion for the year and free cash flow was $1.18 billion, versus $1.46 billion a year earlier. The company repurchased 3.5 million shares for $196 million, reduced total debt by $957 million, and ended the year with liquidity of $3.7 billion. For fiscal 2026, Tyson guided to total adjusted operating income of $2.1 billion to $2.3 billion, sales growth of 2% to 4%, capital expenditures of $700 million to $1.0 billion, and free cash flow of $0.8 billion to $1.3 billion. Segment guidance includes an adjusted operating loss of $(600) million to $(400) million for Beef. The Board also raised the quarterly dividend to $0.51 per Class A share and $0.459 per Class B share.

Nov 10, 2025 8-K

Tyson Foods 8-K Report, Executive Changes (Sep 5, 2025)

Tyson Foods, Inc. filed this Form 8-K on September 5, 2025 under Item 5.02 to report executive leadership changes. Effective September 2, 2025, the company appointed Devin Cole as Chief Operating Officer, reporting to Donnie King, President and Chief Executive Officer, with responsibility over all business segments. Mr. Cole, 55, previously served as Group President, Poultry & Global Business Unit since March 2025, and had earlier held roles as President, International & Global McDonald's and President, Global McDonald's. He was also employed by the company from 1995 to 2014 and most recently served as Chief Operating Officer at George's Inc. before returning to Tyson in 2024. In connection with the appointment, Mr. Cole's annual base salary was increased to $1,350,000, and his target annual incentive award was increased to 160% of base salary. He received a one-time restricted stock unit grant with a fair market value of $172,000, vesting in equal installments over three years. His target annual long-term incentive award is $5,900,000, weighted 25% stock options, 25% restricted stock units, and 50% performance stock. The filing also reports that Brady Stewart, Group President, Prepared Foods, Beef & Pork and Chief Supply Chain Officer, departed the company effective September 2, 2025. Under a release-of-claims agreement, Mr. Stewart will receive separation benefits under the Executive Severance Plan, including pro-rated long-term incentive vesting, a pro-rated annual incentive payment for the current fiscal year, and a payment equal to two times his annual base salary paid in installments over 24 months. The agreement will be filed as an exhibit to the Form 10-K for the fiscal year ending September 27, 2025.

Sep 5, 2025 8-K

Tyson Foods 8-K Report, Executive Changes (Aug 7, 2025)

Tyson Foods, Inc. (NYSE: TSN) filed this Form 8-K on August 7, 2025 to report three items. First, the Board increased its size from fifteen to sixteen directors and appointed Sarah Bond, President of Xbox at Microsoft, as an independent director effective August 7, 2025. The filing states there is no arrangement or understanding behind her appointment, and she will receive compensation under the Company's current director compensation policy. Second, the Company furnished a press release announcing that the Board approved, effective the same day, an increase of 43 million shares authorized for repurchase under its share repurchase program, bringing the total authorized to approximately 50 million shares. Third, the same press release declared a quarterly dividend of $0.50 per share on Class A common stock and $0.45 per share on Class B common stock, payable December 15, 2025 to shareholders of record at the close of business on December 1, 2025. The press release and director announcement are furnished, not filed, under Section 18 of the Exchange Act. For investors, the filing's most material items are the expanded buyback authorization and the declared dividend, which signal capital return to shareholders. The Board appointment expands the Board to sixteen directors, ten of whom are independent, and adds a consumer technology executive to its membership.

Aug 7, 2025 8-K

Tyson Foods 8-K Report, Financial Results (Aug 4, 2025)

Tyson Foods, Inc. (NYSE: TSN) reported third-quarter fiscal 2025 results for the period ended June 28, 2025, in a press release furnished as Exhibit 99.1. Sales were $13,884 million, up 4.0% from the prior year's $13,353 million, while GAAP operating income fell to $260 million from $341 million, and GAAP EPS was $0.17 versus $0.54. The decline was driven by a $343 million goodwill impairment in the Beef segment, which is non-deductible for tax purposes. Adjusted operating income rose to $505 million from $491 million, and adjusted EPS was $0.91 versus $0.87, with management describing this as the fifth consecutive quarter of year-over-year growth in sales, adjusted operating income and adjusted EPS. For the first nine months, sales were $40,581 million, up 2.1%, and GAAP EPS was $1.20, down 4%. Adjusted EPS was $2.97, up 36%. Cash provided by operating activities was $1,620 million, down $353 million, and free cash flow was $929 million, down $160 million. Liquidity stood at $4.0 billion as of June 28, 2025, and total debt was reduced by $722 million. Beef remained the weak spot, with a GAAP operating loss of $494 million in the quarter and an adjusted operating loss of $151 million. For fiscal 2025, Tyson guided to total adjusted operating income of $2.1 billion to $2.3 billion, sales growth of 2% to 3%, capital expenditures at or below $1.0 billion, net interest expense of approximately $375 million, and free cash flow of $1.0 billion to $1.3 billion. The Beef segment is expected to post an adjusted operating loss of $(475) million to $(375) million, while Chicken is expected to deliver $1.3 billion to $1.4 billion in adjusted operating income.

Aug 4, 2025 10-Q

Tyson Foods Quarterly Report for Q3 Ended Jun 28, 2025

Tyson Foods, Inc. reported third-quarter fiscal 2025 sales of $13.88 billion, up from $13.35 billion a year earlier, but operating income fell to $260 million from $341 million. The decline was driven by a $343 million non-tax-deductible goodwill impairment in the Beef segment, which fully impaired that reporting unit's goodwill, and by a Beef operating loss of $494 million in the quarter. Net income attributable to Tyson was $61 million, or $0.17 per diluted share, compared with $191 million, or $0.54 per diluted share, a year earlier. The quarter's results also included an $83 million net income benefit from network optimization activities, including a $107 million gain on the sale of storage facilities, and the effective tax rate rose to 64.5% from 22.9%. For the first nine months of fiscal 2025, sales were $40.58 billion and operating income was $940 million, up from $884 million. Results were shaped by a $343 million legal contingency accrual recognized as a reduction to sales, which includes a $250 million Pork antitrust accrual and a $93 million Beef antitrust accrual. Cash provided by operating activities was $1.62 billion, down from $1.97 billion, and capital expenditures were $691 million against a stated expectation of at or below $1 billion for fiscal 2025. Total debt was $9.07 billion at June 28, 2025, including $886 million of current debt, and cash and cash equivalents were $1.55 billion. Total liquidity was $4.05 billion, and the company stated it was in compliance with all debt covenants. The filing also discloses a Mexican tax assessment of approximately $485 million, for which no liability has been recorded, and a list of ongoing antitrust and wage-rate litigation matters. Management said the Beef reporting unit's recovery of market-ready cattle is expected to take longer than previously estimated, and that the company's remaining heightened-risk reporting units, including Chicken with $3.0 billion of goodwill, have limited headroom and remain sensitive to future impairment.

Aug 4, 2025 8-K

Tyson Foods 8-K Report, Executive Changes (May 8, 2025)

Tyson Foods, Inc. (NYSE: TSN) reported in this Form 8-K filed May 8, 2025 that, effective that day, its Board of Directors increased its size from thirteen to fifteen directors and appointed Olivia Tyson and John R. Tyson as directors. Olivia Tyson will serve on the Compensation and Leadership Development Committee and the Technology Committee, and John R. Tyson will serve on the Strategy and Acquisitions Committee and the Technology Committee. Both are children of Chairman John H. Tyson, and the filing states there are no arrangements or understandings under which they were appointed as directors. The filing describes Mr. Tyson's compensation before his appointment: an annual base salary of $200,000, a target annual incentive of 70% of base salary (pro-rated for time served), and restricted stock units granted February 7, 2025 with a grant date fair value of $190,000. Going forward, his cash and equity compensation will match that of the company's non-employee directors under the current director compensation policy, with the equity grant to be made in November. He remains an employee of the company. Ms. Tyson will receive compensation under the same director compensation policy. Related-party transactions are incorporated by reference from the proxy statement filed December 18, 2024. The accompanying press release (Exhibit 99.1), furnished under Item 7.01 and not deemed filed, notes that the appointments make them the fourth generation of Tyson family members on the board. It describes Olivia Tyson as President of the Tyson Family Foundation since 2018 and John R. Tyson as a former executive who served as Chief Financial Officer and Chief Strategy Officer. For investors, the filing is primarily a governance update that expands board size and adds family-affiliated directors.

May 8, 2025 8-K

Tyson Foods 8-K Report, Financial Results (May 5, 2025)

Tyson Foods, Inc. (NYSE: TSN) reported results for its second quarter ended March 29, 2025, with sales of $13,074 million, flat from $13,072 million a year earlier. Legal contingency accruals reduced sales by $343 million in the quarter. GAAP operating income fell to $100 million from $312 million, and GAAP net income per share attributable to Tyson was $0.02 versus $0.41. Adjusted operating income rose to $515 million from $406 million, and adjusted net income per share was $0.92 versus $0.62. The company attributed the adjusted improvement to strong execution across the business and noted four consecutive quarters of year-over-year improvement in top and adjusted bottom lines. For the six months ended March 29, 2025, sales were $26,697 million, up 1.2%, and GAAP operating income was $680 million. Cash provided by operating activities was $846 million, down $331 million, and free cash flow was $382 million, down $174 million. Liquidity was $3.2 billion at quarter end, and total debt was reduced by $738 million during the quarter. For fiscal 2025, Tyson expects total company adjusted operating income of $1.9 billion to $2.3 billion, with segment guidance of an adjusted operating loss of $(0.4) billion to $(0.2) billion for Beef, $0.1 billion to $0.2 billion for Pork, $1.0 billion to $1.3 billion for Chicken, and $0.9 billion to $1.1 billion for Prepared Foods. Sales are expected to be flat to up 1%, capital expenditures $1.0 billion to $1.2 billion, free cash flow $1.0 billion to $1.6 billion, and net interest expense approximately $375 million. Management cautions that investors should rely primarily on GAAP results.

May 5, 2025 10-Q

Tyson Foods Quarterly Report for Q2 Ended Mar 29, 2025

Tyson Foods, Inc. reported a sharply weaker second quarter of fiscal 2025 (quarter ended March 29, 2025), with sales of $13.07 billion roughly flat year over year and operating income of $100 million, down from $312 million. Net income attributable to Tyson fell to $7 million, or $0.02 per diluted share, from $145 million, or $0.41 per diluted share. The decline was driven mainly by $343 million of legal contingency accruals recognized as a reduction to sales, including $250 million in Pork related to the Pork Antitrust Civil Litigation and $93 million in Beef related to the Beef Antitrust Civil Litigation. Beef posted an operating loss of $258 million and Pork an operating loss of $195 million, while Chicken operating income rose to $262 million from $158 million. For the first six months, sales increased 1.2% to $26.70 billion and operating income rose to $680 million from $543 million, with Chicken and International/Other improving while Beef, Pork and Prepared Foods declined. Cash provided by operating activities fell to $846 million from $1.18 billion, mainly due to working capital changes including higher inventory. Cash and cash equivalents declined to $992 million from $1.72 billion at fiscal year-end, while total debt decreased to $9.07 billion after the repayment of a $750 million term loan. Subsequent to quarter end, the company replaced its revolving credit facility with a new $2.5 billion facility maturing in April 2030, increased its commercial paper program to $1.75 billion, and approved a plan to sell multiple distribution centers for an estimated $250 million to $300 million while entering into cold storage service agreements. The company also reached an agreement in principle to settle the direct purchaser pork claims for $50 million, subject to court approval, and it continues to face significant antitrust and wage-related litigation along with a Mexican tax assessment of approximately $447 million for which no liability has been recorded.

May 5, 2025 8-K

Tyson Foods 8-K Report, Material Agreement (Apr 18, 2025)

Tyson Foods, Inc. entered into a new Revolving Credit Agreement dated April 15, 2025 with certain subsidiaries as subsidiary borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The new facility refinanced and replaced the company's existing revolving credit agreement, which had provided for aggregate commitments of up to $2.25 billion. The existing agreement and all its commitments were terminated effective upon entry into the new agreement. The new facility provides aggregate senior unsecured commitments of $2.5 billion, matures on April 15, 2030 with two one-year extension options, and includes an option to add up to $500 million in incremental commitments if certain conditions are met. Interest is based on Term SOFR or Daily Simple SOFR plus an applicable spread, or the alternate base rate plus an applicable spread, and a facility fee applies to aggregate commitments. Pricing is tied to the company's corporate credit rating from S&P or Moody's, with facility fees ranging from 0.090% to 0.200% and Term SOFR spreads from 0.785% to 1.175%. Covenants are generally consistent with the existing agreement and include limits on subsidiary indebtedness, liens, mergers, asset sales, and changes in lines of business, as well as a minimum interest expense coverage ratio (consolidated EBITDA to consolidated cash interest expense) of at least 3.50 to 1.0 measured quarterly on a trailing four-quarter basis. Events of default are substantially consistent with the existing agreement. The full agreement is filed as Exhibit 10.1.

Apr 18, 2025 8-K

Tyson Foods 8-K Report, Executive Changes (Feb 25, 2025)

Tyson Foods, Inc. (NYSE: TSN) filed a Form 8-K on February 25, 2025 to disclose executive leadership changes. Devin Cole has been named Group President of Poultry, succeeding Wes Morris, who is stepping down from the role and will remain with the company to assist in the transition before planning to retire early next year. Cole will also continue to oversee the company's International and Global McDonald's businesses, and the press release describes his role as overseeing Tyson Foods' Global Business Unit. Separately, Brady Stewart, currently Group President, Beef, Pork and Chief Supply Chain Officer, will expand his role to also oversee the company's Prepared Foods segment. The company states that both promotions are part of its succession planning process and that both executives will continue to report to President and CEO Donnie King. The filing is largely a management announcement. It contains no financial results, and the company states that the press release furnished as Exhibit 99.1 is not deemed "filed" under Section 18 of the Exchange Act. The company says the changes will enable continued focus on operational excellence, innovation, talent development and sustained, profitable growth.

Feb 25, 2025 8-K

Tyson Foods 8-K Report, Shareholder Vote Results (Feb 10, 2025)

Tyson Foods, Inc. reported the voting results from its 2025 Annual Meeting of Shareholders in this Current Report on Item 5.07. Shareholders voted on four matters, which the filing says are described in the Proxy Statement filed December 18, 2024. All 13 director nominees were elected to serve until the next annual meeting and until their successors are duly elected and qualified. Shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending September 27, 2025, with 943,455,279 votes for, 4,153,371 against, and 276,843 abstentions. They also approved the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan, with 906,648,338 votes for, 9,202,967 against, and 370,173 abstentions. A shareholder proposal asking the Company to disaggregate shareholder voting results was not approved, receiving 119,589,610 votes for and 796,158,969 votes against, with 472,899 abstentions. Broker non-votes were 31,664,015 on each of the three matters that included them.

Feb 10, 2025 10-Q

Tyson Foods Quarterly Report for Q1 Ended Dec 28, 2024

Tyson Foods, Inc. reported its unaudited results for the first quarter of fiscal 2025, the three months ended December 28, 2024. Sales were $13.62 billion, up from $13.32 billion a year earlier, with the filing attributing the increase to higher sales in the Beef, Pork and Chicken segments, partially offset by lower Prepared Foods sales. Operating income rose to $580 million from $231 million, and net income attributable to Tyson was $359 million, or $1.01 per diluted share, compared with $107 million, or $0.30 per diluted share, in the prior-year quarter. The company cited $73 million of network optimization plan charges and $6 million of brand discontinuation charges in the quarter, while the prior-year quarter included $75 million of plant closure charges and $73 million of legal contingency accruals. Segment results improved in Beef, where operating loss narrowed to $64 million from $206 million, Pork, Chicken and International/Other, while Prepared Foods operating income declined to $209 million from $243 million. Cash provided by operating activities was $1.03 billion, down from $1.30 billion, and cash and cash equivalents ended the quarter at $2.29 billion. Total debt was $9.81 billion. After the quarter, on January 29, 2025, the company repaid its $750 million term loan due May 2026 using cash on hand. The filing also highlights ongoing contingencies, including broiler, pork and beef antitrust matters, a poultry wage rate litigation settlement of $115.5 million pending court approval, and a Mexican tax assessment of approximately $448 million that the company does not believe has merit and for which it has not recorded a liability. The company stated it expects capital expenditures of $1 billion to $1.2 billion and net interest expense of about $375 million for fiscal 2025.

Feb 3, 2025 8-K

Tyson Foods 8-K Report, Financial Results (Feb 3, 2025)

Tyson Foods, Inc. (NYSE: TSN) reported first-quarter results for the period ended December 28, 2024, in a press release furnished as Exhibit 99.1. Sales were $13.62 billion, compared with $13.32 billion a year earlier. GAAP operating income was $580 million, versus $231 million, and GAAP diluted EPS was $1.01, versus $0.30. Adjusted operating income, a non-GAAP measure, was $659 million, versus $411 million, and adjusted EPS was $1.14, versus $0.69. The company said the quarter was its third consecutive quarter of year-over-year growth in sales, operating income and EPS. Chicken was the standout segment, with GAAP operating income of $351 million versus $177 million, while Beef still posted a GAAP operating loss of $(64) million, though it improved from $(206) million. Cash provided by operating activities was $1,031 million, down $269 million from the prior year, and free cash flow was $760 million, down $186 million. Liquidity was $4.5 billion as of December 28, 2024. The release is headlined as raising fiscal 2025 guidance. The company now expects total adjusted operating income of $1.9 billion to $2.3 billion, sales flat to up 1%, free cash flow of $1.0 billion to $1.6 billion, and capital expenditures of $1.0 billion to $1.2 billion. Beef is still expected to post an adjusted operating loss of $(0.4) billion to $(0.2) billion for the year. The release also includes a network optimization plan charge of $73 million in the quarter. Management reconciles GAAP to adjusted results in the release and notes that investors should rely primarily on GAAP results. The company also states that it cannot reconcile its forward-looking adjusted figures to GAAP without unreasonable effort.

Feb 3, 2025 10-K

Tyson Foods Annual Report, Year Ended Sep 28, 2024

Tyson Foods, Inc. (NYSE: TSN), a protein company headquartered in Springdale, Arkansas, reported fiscal 2024 (ended September 28, 2024) sales of $53.3 billion versus $52.9 billion in fiscal 2023, with operating income of $1,409 million compared with an operating loss of $395 million a year earlier. The improvement was driven by higher operating income in every segment other than Beef, which posted an operating loss of $381 million amid higher cattle costs and a legal contingency accrual. Net income attributable to Tyson was $800 million, or $2.25 per diluted share, against a loss of $648 million in fiscal 2023, which included a $781 million goodwill impairment. Fiscal 2024 results also absorbed $182 million of plant closure and disposal charges and $174 million of legal contingency accruals. Cash flow from operations rose to $2,590 million from $1,752 million, and capital expenditures fell to $1,132 million from $1,939 million. Net debt to EBITDA improved to 2.8x from 9.1x, with total liquidity of $3,977 million at year end. The company expects fiscal 2025 capital expenditures of $1.0 billion to $1.2 billion and net interest expense of approximately $380 million. Walmart Inc. accounted for 18.4% of fiscal 2024 consolidated sales. The Tyson Limited Partnership controls approximately 71.70% of total voting power, and the Board raised the quarterly dividend to $0.50 per Class A share effective November 8, 2024.

Nov 12, 2024 8-K

Tyson Foods 8-K Report, Financial Results (Nov 12, 2024)

Tyson Foods, Inc. (NYSE: TSN) reported fourth quarter and fiscal 2024 results for the periods ended September 28, 2024, emphasizing a significant improvement in profitability. Fiscal 2024 sales were $53,309 million, up 0.8% from the prior year, while GAAP operating income rose to $1,409 million from a loss of $(395) million, and adjusted operating income (non-GAAP) reached $1,820 million, up 95%. GAAP EPS was $2.25 versus a loss of $(1.87) in fiscal 2023, and adjusted EPS (non-GAAP) was $3.10, up 131%. Cash provided by operating activities was $2,590 million, and free cash flow (non-GAAP) was $1,458 million. Net debt to Adjusted EBITDA declined to 2.6x from 4.1x, and liquidity was approximately $4.0 billion as of September 28, 2024. For fiscal 2025, the company guides to total adjusted operating income of $1.8 billion to $2.2 billion, sales down 1% to flat, capital expenditures of $1.0 billion to $1.2 billion, net interest expense of approximately $380 million, and an adjusted tax rate of 24% to 25%. Segment guidance calls for a beef adjusted operating loss of $(0.4) billion to $(0.2) billion, offset by expected adjusted operating income of $1.0 billion to $1.2 billion in chicken, $0.9 billion to $1.1 billion in prepared foods, and $0.1 billion to $0.2 billion in pork. The Board increased the quarterly dividend to $0.50 per Class A share and $0.45 per Class B share, implying an annual dividend rate of $2.00 and $1.80, respectively, for fiscal 2025. The filing furnishes a press release (Exhibit 99.1) and a fourth quarter 2024 financial results presentation (Exhibit 99.2) under Item 2.02 and Item 9.01. Management highlighted that the company is optimistic about its outlook, citing its multi-protein, multi-channel portfolio and operational excellence as positioning it well for fiscal 2025 and beyond.

Nov 12, 2024 8-K

Tyson Foods 8-K Report, Executive Changes (Aug 29, 2024)

Tyson Foods, Inc. filed this Form 8-K to report that it appointed Curt Calaway as Chief Financial Officer, effective August 29, 2024. Calaway, 50, had served as interim Chief Financial Officer since June 2024. Before that, he was Chief Financial Officer of the company's Prepared Foods business segment from May 2024 and was responsible for mergers & acquisitions and corporate development. He joined the company in 2006 and has held roles including Senior Vice President and Treasurer, Controller, Chief Accounting Officer, and Vice President of Audit and Compliance. He reports directly to Donnie King, President and Chief Executive Officer. He succeeds John R. Tyson, who remains with the company but is on health-related leave. The filing sets Calaway's compensation in connection with the appointment. His annual base salary was increased to $675,000, and his target annual incentive plan award was increased to 110% of base salary, both effective June 13, 2024, the date of his initial appointment as interim CFO. His current target annual long-term incentive award is $300,000. The filing states there are no arrangements or understandings under which he was selected as an officer, no family relationships with directors or executive officers, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. The press release announcing the appointment is furnished as Exhibit 99.1 and is not deemed filed for purposes of Section 18 of the Exchange Act. The release describes Calaway as having nearly 30 years of experience in finance, audit and accounting, and quotes King saying he is confident Calaway will help drive operational excellence and shareholder value.

Aug 29, 2024 10-Q

Tyson Foods Quarterly Report for Q3 Ended Jun 29, 2024

Tyson Foods, Inc. reported third-quarter fiscal 2024 (ended June 29, 2024) sales of $13.35 billion, up from $13.14 billion a year earlier, and operating income of $341 million versus an operating loss of $350 million in the prior-year quarter, which included a $448 million goodwill impairment. For the first nine months, sales were $39.74 billion and operating income was $884 million, compared with $68 million a year earlier. Net income attributable to Tyson was $191 million ($0.54 per diluted share) for the quarter and $443 million ($1.25 per diluted share) for the nine months. Results were pressured by $101 million of legal contingency accruals and $41 million of plant closure charges in the quarter, and by $174 million of legal accruals and $155 million of plant closure charges for the nine months. Beef segment operating results were a loss of $69 million in the quarter, driven by compressed beef margins, while Chicken operating income rose to $244 million from a loss of $314 million a year earlier. Cash flow and liquidity improved. Cash provided by operating activities was $1.97 billion for the nine months, up from $1.43 billion. Cash and cash equivalents were $2.57 billion at June 29, 2024, and total liquidity was $4.83 billion. Total debt rose to $11.02 billion from $9.51 billion at September 30, 2023, mainly due to $1.5 billion of senior notes issued in March 2024 and a new $750 million term loan. Current debt of $1.32 billion is to be repaid with the remaining note proceeds and existing resources. The company expects capital expenditures of $1.2 billion to $1.3 billion for fiscal 2024 and net interest expense of approximately $395 million. The filing also details ongoing antitrust and wage-related litigation, including a $115.5 million agreement in principle to settle a wage rate class action and a $72.5 million proposed settlement in a separate wage matter, as well as an unaccrued Mexican tax assessment of approximately $481 million that the company disputes. Tyson states it was in compliance with all debt covenants at June 29, 2024.

Aug 5, 2024 8-K

Tyson Foods 8-K Report, Financial Results (Aug 5, 2024)

Tyson Foods, Inc. (NYSE: TSN) reported results for its third quarter ended June 29, 2024, in a press release furnished as Exhibit 99.1. Sales were $13,353 million versus $13,140 million a year earlier, GAAP operating income was $341 million versus a loss of $350 million, and GAAP diluted EPS was $0.54 versus a loss of $1.18. Adjusted operating income (non-GAAP) was $491 million and adjusted EPS was $0.87. For the first nine months, sales were $39,744 million, GAAP operating income was $884 million, and cash provided by operating activities was $1,973 million, with free cash flow (non-GAAP) of $1,089 million. Management described a "positive turnaround" and cited the highest adjusted operating income in seven quarters, with Chicken and Beef segment results both shown in the reconciliation tables. The company updated its fiscal 2024 outlook: total company adjusted operating income of $1.6 billion to $1.8 billion, with segment guidance of a Beef adjusted operating loss of ($400) million to ($300) million, Pork of $100 million to $200 million, Chicken of $850 million to $950 million, and Prepared Foods of $850 million to $950 million. Sales are expected to be relatively flat year over year, capital expenditures are expected at $1.2 billion to $1.3 billion, and net interest expense is expected to approximate $395 million. Liquidity was $4.8 billion as of June 29, 2024, and the company expects to use existing liquidity to retire $1.25 billion of senior notes due August 2024. The balance sheet shows total debt rising, with long-term debt of $9,701 million at June 29, 2024 versus $7,611 million at September 30, 2023, and cash and cash equivalents of $2,569 million versus $573 million. The filing's non-GAAP reconciliations, including Adjusted EBITDA and net debt ratios, are presented as supplemental measures and the company states investors should rely primarily on GAAP results.

Aug 5, 2024 8-K

Tyson Foods 8-K Report, Material Agreement (Jun 28, 2024)

Tyson Foods, Inc. filed a Form 8-K dated June 28, 2024 reporting an amendment to its material definitive agreement. Effective June 26, 2024, the company amended and restated its Term Loan Agreement, originally dated May 3, 2023, with the lenders party thereto and Bank of America, N.A. as administrative agent. The key change concerns pricing. Borrowings under the Amended and Restated Term Loan Agreement now accrue interest at either Term SOFR (as defined therein) plus 1.05% per annum, or the Alternate Base Rate (as defined therein) plus 0.05% per annum. The filing states that the amendment includes no other material changes to terms and conditions, representations and warranties, events of default, or affirmative and negative covenants. The filing also incorporates the amendment into Item 2.03 as a direct financial obligation. The full agreement is filed as Exhibit 10.1, and the filing includes an iXBRL cover page (Exhibit 104). For investors, the primary takeaway is the revised interest rate spread on the company's term loan, with the remaining covenant and default provisions unchanged according to the filing.

Jun 28, 2024 8-K

Tyson Foods 8-K Report, Executive Changes (Jun 13, 2024)

Tyson Foods, Inc. filed this Form 8-K on June 13, 2024 to report that John R. Tyson, the Company's Executive Vice President and Chief Financial Officer, has been suspended from his duties effective immediately. The Company's statement, furnished as Exhibit 99.1, says Tyson was arrested for an alleged DWI and that the Company has named Curt Calaway as interim Chief Financial Officer. Curt Calaway, age 50, most recently served as Chief Financial Officer for the Company's Prepared Foods business segment, with responsibilities over M&A and corporate development. Before that, he was Senior Vice President of Finance and Treasurer, a role he took in April 2021, where he led Investor Relations, Treasury, Corporate Finance, Corporate FP&A, M&A and Corporate Development, Risk Finance, and Supply Chain Finance. He has been with the Company for 18 years, including as Controller, Chief Accounting Officer, and Vice President of Audit and Compliance. The filing states there are no arrangements or understandings under which he was selected, no family relationships with directors or executive officers, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing does not report any financial results, compensatory terms for the interim appointment, or a timeline for a permanent CFO. Investors would look to subsequent company disclosures for those details.

Jun 13, 2024 8-K

Tyson Foods 8-K Report, Executive Changes (Jun 12, 2024)

Tyson Foods, Inc. (NYSE: TSN) filed this Form 8-K on June 12, 2024 to report the appointment of Maria N. Martinez as a new independent director. Effective June 10, 2024, the Board increased its size from fourteen to fifteen directors and appointed Ms. Martinez, who will serve on the Governance and Nominating Committee and the Strategy and Acquisitions Committee. The filing states there is no arrangement or understanding under which she was appointed, and that she is not a party to any transactions reportable under Item 404(a) of Regulation S-K. She will receive compensation under the company's current director compensation policy. According to the accompanying press release (Exhibit 99.1), Ms. Martinez most recently served as Executive Vice President and Chief Operating Officer at Cisco Systems from 2021 until 2024, and previously held executive roles at Salesforce, Microsoft, Motorola and AT&T's Bell Labs. Chairman John H. Tyson said her technology background will help the company expedite its data and digital initiatives. Following the appointment, the board has 15 directors, 11 of whom are independent. The filing contains no financial results, guidance or operational metrics. Its significance for investors is governance-related: it expands the board with a technology executive as the company pursues its digital strategy.

Jun 12, 2024 8-K

Tyson Foods 8-K Report, Financial Results (May 6, 2024)

Tyson Foods, Inc. (NYSE: TSN) reported second-quarter fiscal 2024 results for the quarter ended March 30, 2024, with sales of $13.07 billion, down 0.5% from the prior year, and GAAP operating income of $312 million compared with a loss of $49 million a year earlier. Adjusted operating income (non-GAAP) was $406 million versus $65 million, and GAAP EPS was $0.41 versus a loss of $0.28. For the first six months, GAAP operating income rose to $543 million from $418 million and free cash flow (non-GAAP) was $556 million, up $884 million. Management cited a return to year-over-year bottom-line growth and said it expects to keep executing on fundamentals and leveraging its multi-protein portfolio in the back half of the year. The Chicken segment was a major driver of the improvement, swinging to a GAAP operating income of $158 million from a loss of $258 million, while Beef remained loss-making with a GAAP operating loss of $35 million in the quarter and an adjusted operating loss of $(151) million for six months. Liquidity was approximately $4.4 billion at quarter end, and the company issued $1.5 billion of senior notes. The Netherlands facility fire and plant closures contributed charges to the adjusted reconciliations. For fiscal 2024, Tyson projects total company adjusted operating income of $1.4 billion to $1.8 billion, sales roughly flat versus fiscal 2023, capital expenditures of $1.2 billion to $1.4 billion, net interest expense of about $400 million, and an adjusted effective tax rate near 24%. The company also expects to use existing liquidity to retire $1.25 billion of senior notes due August 2024. The company notes that GAAP results should be relied on primarily, with non-GAAP measures used only as supplemental information.

May 6, 2024 10-Q

Tyson Foods Quarterly Report for Q2 Ended Mar 30, 2024

Tyson Foods, Inc. reported second-quarter fiscal 2024 sales of $13.07 billion (vs. $13.13 billion a year earlier), with operating income of $312 million compared with an operating loss of $49 million in the prior-year quarter. Net income attributable to Tyson was $145 million, or $0.41 per diluted share, versus a net loss of $97 million, or $(0.28) per diluted share, in the second quarter of fiscal 2023. For the first six months, sales were $26.39 billion and operating income was $543 million, compared with $418 million a year earlier. Chicken operating income improved to $158 million from an operating loss of $258 million, helped by lower feed ingredient costs, while Beef swung to an operating loss of $35 million in the quarter and $241 million for the six months, reflecting higher cattle costs and compressed beef margins. The second quarter also absorbed $54 million of costs related to a production facility fire and planned discontinuation of productive assets in the Netherlands, and $39 million of plant closure charges. Balance sheet and liquidity changed meaningfully during the period. Cash and cash equivalents rose to $2.18 billion from $573 million at fiscal year-end 2023, and total debt increased to $10.96 billion from $9.51 billion, largely due to $1.5 billion of senior notes issued in March 2024 and a new $750 million term loan. The company reported $4.4 billion of liquidity at March 30, 2024, and stated it was in compliance with all debt covenants. Cash provided by operating activities for the first six months was $1.18 billion, compared with $769 million a year earlier, while capital expenditures fell to $621 million from $1.10 billion. The filing also details ongoing antitrust litigation in the broiler, pork and beef businesses, including a $72.5 million proposed settlement in the wage rate litigation, and states the company does not expect the outcome of other matters to have a material adverse effect.

May 6, 2024 8-K

Tyson Foods 8-K Report, Material Agreement (Mar 8, 2024)

Tyson Foods, Inc. (TSN) reported on this Form 8-K that on March 8, 2024 it completed its previously announced public offerings and sale of $600,000,000 aggregate principal amount of 5.400% Senior Notes due 2029 and $900,000,000 aggregate principal amount of 5.700% Senior Notes due 2034. The notes were sold under the company's Form S-3 registration statement (No. 333-272538) and a prospectus supplement dated February 28, 2024, and were issued under a 1995 base indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by separate supplemental indentures dated March 8, 2024. The notes are general senior unsecured obligations of the company, ranking equally in right of payment with its other existing and future senior unsecured indebtedness. Interest is payable semiannually on March 15 and September 15, beginning September 15, 2024, and the 2029 and 2034 notes mature on March 15, 2029 and March 15, 2034, respectively. The indenture contains covenants that limit the company and certain subsidiaries from incurring secured debt, entering sale and lease-back transactions, and consolidating, merging or transferring substantially all assets, subject to important exceptions. Events of default allow the trustee or holders of at least 25% of outstanding principal to accelerate the notes, and bankruptcy-related events trigger automatic acceleration. For investors, the filing is primarily a debt financing disclosure that adds $1.5 billion of new senior unsecured notes to the company's capital structure, with the filing itself stating the coupons, maturities and covenant framework. The filing does not describe the use of proceeds, and the redemption terms are governed by the supplemental indentures, which are filed as exhibits.

Mar 8, 2024 8-K

Tyson Foods 8-K Report, Material Agreement (Mar 1, 2024)

Tyson Foods, Inc. (NYSE: TSN) entered into an underwriting agreement on February 28, 2024 with BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the underwriters, for the sale of $600,000,000 aggregate principal amount of its 5.400% Senior Notes due 2029 and $900,000,000 aggregate principal amount of its 5.700% Senior Notes due 2034. The notes are being sold under the Company's effective Form S-3 shelf registration statement (Registration No. 333-272538) and a prospectus supplement dated February 28, 2024. Closing is expected on March 8, 2024, subject to customary closing conditions. The Company's press release announcing the pricing states that net proceeds are intended for general corporate purposes, which is expected to include retiring its outstanding 3.95% Notes due August 2024. Pending that application, proceeds may be used to pay down other debt, including amounts under its revolving credit facility or commercial paper program, or be invested in bank deposits, 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 separate supplemental indentures for each series dated as of March 8, 2024, which the Company says it will file on a subsequent Form 8-K. The filing also incorporates the Underwriting Agreement as Exhibit 1.1 and the pricing press release as Exhibit 99.1.

Mar 1, 2024