Tyson Foods, Inc. Announces Pricing of Senior Notes Offering

Tyson Foods (NYSE: TSN) agreed to sell $500 million aggregate principal amount of 4.950% Senior Notes due 2036 in an underwritten public offering, expected to close on February 20, 2026, subject to customary conditions.

Rhea-AI Summary

Tyson Foods (NYSE: TSN) agreed to sell $500 million aggregate principal amount of 4.950% Senior Notes due 2036 in an underwritten public offering, expected to close on February 20, 2026, subject to customary conditions.

Net proceeds will be used for general corporate purposes, including payoff of outstanding debt, expected to include retirement of the 4.00% notes due March 2026. Joint book-runners and co-managers were named, and the offering is made under an effective shelf registration. Prospectus supplements are available via listed book-runners or the SEC.

Positive

• Raises $500 million of long-term financing due 2036
• Proceeds intended to retire 4.00% notes due March 2026, reducing near-term maturities
• Underwritten offering led by multiple major banks, supporting distribution

Negative

• New debt carries a 4.950% coupon, increasing interest burden versus maturing paper
• Issuance may dilute credit metrics near-term until proceeds retire existing debt

Argus Feb 11 session

-0.95% close to close Open Argus

Details

News Market Reaction – TSN

On Feb 11, the first trading day after this news, TSN closed 0.95% below the previous close.

Data tracked by StockTitan Argus for the Feb 11 session.

Market Context

This announcement detailed Tyson’s plan to issue $500 million of 4.950% Senior Notes due 2036 and us...

Analysis

This announcement detailed Tyson’s plan to issue $500 million of 4.950% Senior Notes due 2036 and use proceeds for general corporate purposes, including retiring 4.00% Notes due March 2026. In context of FY2025 sales of $54,441M, net income of $474M, and Adjusted EBITDA of $3,632M, the transaction fits ongoing balance-sheet management. Investors may watch future filings and earnings to track leverage, cash flow, and debt maturity profiles.

Key Figures

Senior Notes size: $500 million Coupon rate: 4.950% Existing notes rate: 4.00% +5 more

Senior Notes size

$500 million

Aggregate principal amount of 4.950% Senior Notes due 2036

Coupon rate

4.950%

Interest rate on new Senior Notes due 2036

Existing notes rate

4.00%

Rate on Notes due March 2026 targeted for retirement

Total debt

$8,362 million

Total debt as of December 27, 2025 (424B5 filing)

Shareholders’ equity

$18,163 million

Total shareholders’ equity as of December 27, 2025

FY2025 sales

$54,441 million

Sales for fiscal year ended September 27, 2025

FY2025 net income

$474 million

Net income attributable to Tyson for fiscal 2025

Adjusted EBITDA

$3,632 million

Adjusted EBITDA for fiscal 2025 with improved margins

Historical Context

5 past events · Latest: Feb 04

5 events

1. Feb 04

   Dividend declaration

   24h Move

   +0.3%

   Announced quarterly cash dividend levels and payment/record dates.

2. Feb 02

   Quarterly earnings

   24h Move

   +0.6%

   Reported Q1 FY2026 sales, operating income, EPS and liquidity metrics.

3. Jan 12

   Annual meeting notice

   24h Move

   +1.1%

   Announced date, time and logistics for the 2026 shareholder meeting.

4. Jan 05

   Earnings call setup

   24h Move

   -2.0%

   Scheduled Q1 2026 earnings release and investor conference call details.

5. Nov 10

   Annual results

   24h Move

   +2.3%

   Released fiscal 2025 results and FY2026 outlook with cash flow and dividend data.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior notes, underwritten public offering, prospectus supplement, registration statement, +3 more

7 terms

senior notes financial

"agreed to sell $500 million aggregate principal amount of its 4.950% Senior Notes due 2036"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

underwritten public offering financial

"in an underwritten public offering under its effective shelf registration statement"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

prospectus supplement regulatory

"The offering may be made only by means of a prospectus supplement and the accompanying prospectus."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"A registration statement relating to the notes became effective on June 9, 2023"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

senior unsecured notes financial

"Tyson Foods, Inc. is offering new senior unsecured notes under an existing shelf registration."

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

change-of-control repurchase feature financial

"include optional redemption and a change-of-control repurchase feature at 101% of principal"

A change-of-control repurchase feature is a contractual right that lets investors force a company to buy back their bonds or preferred shares at a preset price if the company is taken over or its ownership changes significantly. It matters because it gives investors an exit and price protection when a new owner could alter strategy or credit risk, similar to getting a refund when a club you belong to is sold and its rules suddenly change.

Adjusted EBITDA financial

"reported sales of $54,441 million, net income ... and Adjusted EBITDA of $3,632 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SPRINGDALE, Ark., Feb. 10, 2026 (GLOBE NEWSWIRE) -- Tyson Foods, Inc. (the “Company” or “we”) (NYSE: TSN) announced today that it has agreed to sell $500 million aggregate principal amount of its 4.950% Senior Notes due 2036 (the “Notes”) in an underwritten public offering under its effective shelf registration statement. The offering is expected to close on February 20, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offerings for general corporate purposes, including but not limited to the pay down of outstanding debt, which is expected to include the retirement of the outstanding 4.00% Notes due March 2026. Pending application of the proceeds, the Company may invest the proceeds in bank deposit accounts, certificates of deposit, U.S. government securities or other interest-bearing securities.

BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Rabo Securities USA, Inc., RBC Capital Markets, LLC, Goldman Sachs & Co. LLC and Scotia Capital (USA) Inc. are acting as joint book-running managers for the offering. SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc. are acting as senior co-managers for the offerings. The co-managers for the offerings are Academy Securities, Inc., Loop Capital Markets LLC, BMO Capital Markets Corp., Regions Securities LLC and Siebert Williams Shank & Co., LLC.

The offering may be made only by means of a prospectus supplement and the accompanying prospectus. Copies of the preliminary prospectus supplement and accompanying prospectus relating to these offerings may be obtained from BofA Securities, Inc. by calling BofA Securities, Inc. toll-free at 1-800-294-1322, from J.P. Morgan Securities LLC by calling J.P. Morgan Securities LLC collect at 212-834-4533 or from Morgan Stanley & Co. LLC by calling Morgan Stanley & Co. LLC toll-free at 1-866-718-1649. You may also get these documents for free by visiting EDGAR on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A registration statement relating to the notes became effective on June 9, 2023, and this offering is being made by means of a prospectus supplement.

About Tyson Foods, Inc.

Tyson Foods, Inc. (NYSE: TSN) is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the company had approximately 133,000 team members on September 27, 2025.

Forward-Looking Statements

Certain information in this release constitutes forward-looking statements as contemplated by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2026, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. The Company cautions readers not to place undue reliance on any forward-looking statements, which are expressly qualified in their entirety by this cautionary statement and speak only as of the date made. Other important factors are discussed in detail in the company’s filings with the Securities and Exchange Commission, including in Part I, Item 1A. “Risk Factors” included in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Media Contact: Laura Burns, 479-713-9890

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Tyson Foods (TSN) announce about the February 2026 senior notes offering?

Tyson Foods announced a public offering of $500 million 4.950% Senior Notes due 2036, expected to close February 20, 2026. According to the company, proceeds will fund general corporate purposes and are expected to include retirement of 4.00% notes due March 2026.

How will the TSN senior notes offering affect Tyson Foods' debt maturity profile?

The offering extends debt maturity by issuing notes due in 2036 while retiring near-term paper. According to the company, proceeds are intended to pay down outstanding debt, including the 4.00% notes maturing March 2026, easing short-term refinancing needs.

What interest rate and maturity apply to the new TSN notes issued in February 2026?

The new notes carry a 4.950% coupon and mature in 2036. According to the company, these terms reflect the structure of the underwritten offering and will replace some near-term obligations upon closing.

When will the Tyson Foods (TSN) senior notes offering close and what are the closing conditions?

The offering is expected to close on February 20, 2026, subject to customary closing conditions. According to the company, closing depends on satisfaction of standard underwriting and regulatory conditions customary for public debt offerings.

Where can investors obtain the prospectus for the TSN 2026 senior notes offering?

Investors can obtain the prospectus supplement from the listed joint book-runners or by visiting the SEC EDGAR website. According to the company, copies are available from BofA, J.P. Morgan, Morgan Stanley, or free via www.sec.gov.