TYSON FOODS, INC. SEC Filings

Tyson Foods, Inc. reports that Chairman John H. Tyson received awards of 51,876.188 performance shares and 51,876.188 restricted stock units tied to Class A Common Stock. The performance shares vest on November 25, 2028 only if multi-year operating income and relative total shareholder return goals are met. Following these awards, he directly holds 2,989,973.087 Class A shares, including 557.623 shares acquired through a dividend reinvestment plan since his prior ownership filing.

MORRIS WES reported acquisition or exercise transactions in this Form 4 filing.

Tyson Foods, Inc. Chief Operating Officer Wes Morris received a grant of 25,938.094 restricted stock units (RSUs), each representing a contingent right to one share of Class A Common Stock. The RSUs vest in equal annual installments on each of the first, second, and third anniversaries and become fully vested after three years.

Following this grant, Morris directly holds 70,368.469 shares of Class A Common Stock, which include 110.561 shares purchased through the Employee Stock Purchase Plan since his prior ownership report.

Tyson Foods, Inc. entered into a Third Amended and Restated Employment Agreement with Chairman John H. Tyson, replacing his 2017 contract and committing to an initial term through September 30, 2029, with automatic three-year renewals unless terminated.

The agreement sets an annual base salary of $3,500,000, an annual incentive target equal to 300% of base salary, and a long-term incentive target of $6,000,000 split evenly between performance stock units and restricted stock units. Mr. Tyson will also receive a one-time cash incentive of $40,000,000, subject to partial repayment if he resigns without Good Reason or is terminated for Cause before September 30, 2029.

Benefits include required use of company aircraft (with tax gross-ups for approved personal use), 300 hours annually of aircraft use for flights without him as a passenger, personal security services plus up to $150,000 annually for additional security, ongoing life insurance premium reimbursement, and a Supplemental Executive Retirement Plan benefit of about $175,000 per year. On certain terminations without Cause or for Good Reason, Mr. Tyson is entitled to significant lump-sum severance, accelerated vesting of equity awards and options (with cash redemption eligibility), and lifetime medical coverage, alongside non-competition and non-solicitation restrictions extending in some cases to September 30, 2031.

Tyson Foods Chief Operating Officer Wes Morris reported his initial ownership in the company. He directly holds 44,319.814 shares of Class A Common Stock. He also has several performance share awards tied to Class A stock, with underlying amounts of 28,876.444, 51,131.081 and 61,551.087 shares.

In addition, Morris holds non-qualified stock options covering 59,183 shares at an exercise price of $64.54 per share expiring on November 18, 2034, and 22,065 shares at $48.74 per share expiring on November 17, 2033. Footnotes describe time-based RSUs and performance-based awards that can vest between 50 and 200 percent based on multi-year operating income and relative total shareholder return targets.

Tyson Foods, Inc. filed an amended report to add details about the separation of former Chief Operating Officer Devin Cole. The company and Mr. Cole entered into a separation agreement on June 16, 2026, in connection with his stepping down from the COO role.

Under this agreement, Mr. Cole will receive a lump sum cash payment of $10,578,900, subject to his release of claims against the company and reaffirmation of existing restrictive covenants and confidentiality obligations. He will forfeit all outstanding performance stock upon departure, and his time-based equity awards will be handled under the existing award agreements.

Tyson Foods, Inc. filed a Form S-3 shelf registration dated June 9, 2026 to offer, from time to time after effectiveness, Class A common stock, debt securities, warrants, purchase contracts and units.

The prospectus states offerings may be made separately or together, in one or more series, with terms, public offering prices and net proceeds to be provided in prospectus supplements. Net proceeds are to be used for general corporate purposes unless otherwise stated in a supplement.

Tyson Foods is updating its segment reporting and has recast prior financials to reflect five reportable segments: Beef, Pork, Chicken, Prepared Foods and International. Commencing in fiscal 2026, corporate expenses and amortization are no longer allocated to segments, changing how segment profit is measured.

For fiscal 2025, sales were $54.4 billion, up 2.1% as higher prices in Beef, Pork and Prepared Foods offset flat volumes. Operating income was $1,098 million and net income attributable to Tyson was $474 million, reduced by $738 million of legal contingency accruals and a $343 million non‑deductible goodwill impairment in Beef.

Segment margins were strongest in Chicken at 11.0% and Prepared Foods at 12.6%, while Beef and Pork posted losses amid higher cattle and hog costs. Cash from operations reached $2.2 billion, with $978 million of capital expenditures and liquidity of about $3.7 billion including a $2.5 billion undrawn revolving credit facility.

Tyson Foods, Inc. announced that long-time executive Wes Morris will become Chief Operating Officer on June 15, 2026, succeeding Devin Cole, who will retire from the company. Morris has more than 20 years of experience at Tyson, including leadership of Prepared Foods and Poultry.

Under a new employment agreement, Morris will receive a $1,350,000 annual base salary, a target annual incentive equal to 160% of base salary, and a $5,900,000 annual long-term incentive target. He will also receive an initial restricted stock unit grant valued at $1,500,000, vesting in three equal annual installments.

If Tyson terminates him without cause or he resigns for good reason, Morris is entitled to two years of base salary, a pro-rata bonus based on actual performance, up to 18 months of continued medical coverage, and is subject to 24-month non-competition and 36-month non-solicitation restrictions. The company furnished a press release with additional background on his role overseeing major business segments.

Tyson Foods is implementing a planned leadership transition, naming board member Jeff Schomburger as President and Chief Executive Officer, effective October 4, 2026, after he joins the company as a senior executive on July 1, 2026. Current CEO Donnie King will step down from the CEO role on that date and is expected to remain with the company and on the board to support the transition.

Schomburger’s employment agreement includes a $1,600,000 annual base salary, a target annual incentive of 200% of base salary, and an annual long-term incentive target of $11,000,000, plus an initial restricted stock unit grant valued at $2,800,000 vesting over three years. He is eligible for severance of two years’ base salary and target bonus if terminated without cause or for good reason, continued medical coverage for up to 18 months, up to 30 hours per year of personal use of company aircraft under existing security-related policies, and a $75,000 relocation payment. Tyson also reaffirmed its previously issued total company guidance for fiscal 2026.