STOCK TITAN

Tyson Foods (NYSE: TSN) plans up to $1.2B debt repurchase

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tyson Foods, Inc. (TSN) reported early results and pricing for cash tender offers to repurchase portions of three series of senior notes, subject to a Maximum Tender Cap of $1,200,000,000. The notes targeted are the 3.550% Senior Notes due 2027, 5.400% Senior Notes due 2029 and 4.350% Senior Notes due 2029.

As of the Early Tender Deadline of August 21, 2026, holders had validly tendered $571,260,000 of the 2027 notes, $389,974,000 of the 5.400% 2029 notes and $542,124,000 of the 4.350% 2029 notes. Tyson expects to purchase notes up to the Maximum Tender Cap, accepting all tendered 2027 notes and 5.400% 2029 notes and a prorated portion of the 4.350% 2029 notes.

Pricing terms include Total Consideration per $1,000 of $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 including an Early Tender Premium of $30.00. Settlement for notes accepted that were tendered by the Early Tender Deadline is expected on August 26, 2026, after which those notes will be retired and canceled.

Positive

  • None.

Negative

  • None.

Filing Explained

The 4.350% 2029 notes are capped at $235,342,000 accepted, with 43.48% proration and cancellation still pending August 26 settlement.

The early-tender process is at the allocation stage, not settlement: Tyson expects settlement on August 26, 2026, after which accepted notes will be retired and canceled and cease to be outstanding obligations.

The final allocation accepts $235,342,000 of the 4.350% 2029 notes, a 43.48% proration, while the 2027 and 5.400% 2029 notes are accepted at 100.00%. Tyson also eliminated the 5.400% 2029 tender sub-cap.

The $1,200,000,000 maximum tender cap has been reached, so notes tendered after the August 21, 2026 early deadline will not be accepted, regardless of priority. The financing condition has been satisfied.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Maximum Tender Cap $1,200,000,000 Aggregate purchase price cap (excluding Accrued Interest) for all notes in the offers
3.550% 2027 Notes Outstanding $1,300,000,000 Principal Amount Outstanding before tender
5.400% 2029 Notes Outstanding $600,000,000 Principal Amount Outstanding before tender
4.350% 2029 Notes Outstanding $1,000,000,000 Principal Amount Outstanding before tender
Principal Amount Accepted and Cancelled 3.550% 2027 $571,260,000 Principal to be accepted and cancelled for 3.550% Senior Notes due 2027
Principal Amount Accepted and Cancelled 5.400% 2029 $389,974,000 Principal to be accepted and cancelled for 5.400% Senior Notes due 2029
Principal Amount Accepted and Cancelled 4.350% 2029 $235,342,000 Principal to be accepted and cancelled for 4.350% Senior Notes due 2029
Early Tender Premium $30.00 per $1,000 Additional consideration included in Total Consideration for notes tendered by Early Tender Deadline
Maximum Tender Cap financial
"As used herein, “Maximum Tender Cap” means an aggregate purchase price..."
The maximum tender cap is the highest amount of shares or securities that a company is willing to buy back or accept from investors in a buyback offer or tender offer. It matters to investors because it sets a limit on how much of their shares can be purchased, helping them understand the potential size of the buyback and the likelihood of their shares being accepted.
Tender Sub-Cap financial
"The 2027 Tender Sub-Cap represents the maximum aggregate purchase price..."
Acceptance Priority Level financial
"determined in accordance with the priorities identified in the column “Acceptance Priority Level”..."
Tender Offer Yield financial
"The Tender Offer Yield ... was determined at 10:00 A.M., New York City time..."
Early Tender Premium financial
"The Total Consideration for the Notes includes an early tender premium (the “Early Tender Premium”)..."
An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.

FAQ

What debt securities is Tyson Foods (TSN) targeting in these tender offers?

Tyson Foods is offering to purchase its 3.550% Senior Notes due 2027, 5.400% Senior Notes due 2029, and 4.350% Senior Notes due 2029, all issued by the company and listed with specific CUSIP/ISIN identifiers in the announcement.

How much debt can Tyson Foods (TSN) repurchase under the Maximum Tender Cap?

Tyson Foods set a Maximum Tender Cap of $1,200,000,000 in aggregate purchase price (excluding accrued interest) for all three note series combined. The company states that reaching this cap means no notes tendered after the Early Tender Deadline will be accepted.

What were the early tender results for Tyson Foods (TSN) notes?

By 5:00 P.M. New York City time on August 21, 2026, holders had tendered $571,260,000 of 3.550% 2027 notes, $389,974,000 of 5.400% 2029 notes, and $542,124,000 of 4.350% 2029 notes, all validly tendered and not withdrawn.

What principal amounts of Tyson Foods (TSN) notes will be accepted and cancelled?

Tyson Foods expects to accept and cancel $571,260,000 of 3.550% 2027 notes, $389,974,000 of 5.400% 2029 notes, and $235,342,000 of 4.350% 2029 notes, with the last series subject to a proration factor of 43.48% due to the Maximum Tender Cap.

What consideration will Tyson Foods (TSN) pay per $1,000 of notes tendered early?

For notes tendered by the Early Tender Deadline and accepted, Tyson Foods will pay $994.87 per $1,000 for the 3.550% 2027 notes, $1,019.77 for the 5.400% 2029 notes, and $994.24 for the 4.350% 2029 notes, each including a $30.00 Early Tender Premium plus accrued interest.

When will Tyson Foods (TSN) settle the accepted early tenders?

Tyson Foods expects settlement for notes validly tendered by the Early Tender Deadline and accepted for purchase to occur on August 26, 2026. Payments will include the applicable Total Consideration plus accrued and unpaid interest up to, but not including, the Early Settlement Date.

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

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 24, 2026
 
TYSON FOODS, INC.
(Exact name of Registrant as specified in its charter)

Delaware
001-14704
71-0225165
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

2200 West Don Tyson Parkway,
   
Springdale, Arkansas
 
72762-6999
(Address of Principal Executive Offices)
 
(Zip Code)
(479) 290-4000
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Class A Common Stock Par Value $0.10
TSN
New York Stock Exchange
Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 8.01.
Other Events.

On August 24, 2026, Tyson Foods, Inc. (the "Company") issued a press release announcing the early tender results of its previously announced offers to purchase for cash its 3.550% Senior Notes due 2027, 5.400% Senior Notes due 2029 and 4.350% Senior Notes due 2029. In addition, the Company issued a press release announcing the pricing terms of such offers. The press releases are attached as Exhibits 99.1 and 99.2 hereto and incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits

 
(d)
Exhibits

Exhibit
Number
Description
99.1
Press Release issued by Tyson Foods, Inc. on August 24, 2026 (Early Tender Offer Results)
99.2
Press Release issued by Tyson Foods, Inc. on August 24, 2026 (Tender Offer Pricing Terms)
104
Cover Page Interactive Data File formatted in iXBRL.

2

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
TYSON FOODS, INC.
     
Date: August 24, 2026
By:
/s/ Curt Calaway
     
 
Name:
Curt Calaway
 
Title:
Chief Financial Officer


3


Exhibit 99.1

Tyson Foods, Inc. Announces Early Tender Results
 
SPRINGDALE, Ark., Aug. 24, 2026 -- Tyson Foods, Inc. (the “Company” or “we”) (NYSE: TSN) announced today the early results of the previously announced offers to purchase for cash commenced by the Company for the notes issued by the Company listed in the following table (the “Notes”) (i) in accordance with, and in the order of, the corresponding Acceptance Priority Levels (as defined below) and (ii) subject to, among other things, the Maximum Tender Cap, the 2027 Tender Sub-Cap and possible pro rata allocation, upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below), and our election, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (as defined below), to make payment for such Notes on August 26, 2026 (the “Early Settlement Date”).
 
The offers to purchase with respect to each series (each, a “Series”) of Notes are referred to herein as the “Offers” and each, an “Offer.” Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated August 10, 2026 (as may be amended or supplemented from time to time, including pursuant to this press release, the “Offer to Purchase”). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
 
In addition, the Company also announced that it has exercised its previously disclosed right to amend the terms of the Offers to eliminate the 5.400% 2029 Tender Sub-Cap. Except as described in this press release, the terms and conditions of the Offers set forth in the Offer to Purchase remain unchanged.
 
The Tender Agent and Information Agent (each as defined below) for the Offers has advised the Company that, as of 5:00 P.M., New York City time, on August 21, 2026 (such date and time, the “Early Tender Deadline”), the aggregate principal amounts of (i) 3.550% Senior Notes due 2027, (ii) 5.400% Senior Notes due 2029 and (iii) 4.350% Senior Notes due 2029 listed in the table below had been validly tendered and not validly withdrawn. The Withdrawal Deadline of 5:00 P.M., New York City time, on August 21, 2026 has passed and accordingly, the Notes validly tendered pursuant to the Offers may no longer be withdrawn, except in the limited circumstances described in the Offer to Purchase.
 
Title of Security
 
CUSIP / ISIN
Principal Amount
Outstanding
Tender Sub-Cap(1)
Acceptance Priority
Level
Principal Amount
Tendered as of the
Early Tender Deadline
3.550% Senior Notes due 2027
 
CUSIP: 902494 BC6
ISIN: US902494BC62
$1,300,000,000
$800,000,000
1
$571,260,000
5.400% Senior Notes due 2029
 
CUSIP: 902494 BL6
ISIN: US902494BL61
$600,000,000
N/A
2
$389,974,000
4.350% Senior Notes due 2029
 
CUSIP: 902494 BK8
ISIN: US902494BK88
$1,000,000,000
N/A
3
$542,124,000



(1) The 2027 Tender Sub-Cap represents the maximum aggregate purchase price of 3.550% Senior Notes due 2027 that will be purchased within the Offers. We reserve the right, but are under no obligation, to increase, decrease or eliminate the 2027 Tender Sub-Cap at any time, including on or after the Price Determination Date (as defined below) and without extending the Early Tender Deadline or Withdrawal Deadline, subject to compliance with applicable law.

The amounts of each Series of Notes that are accepted for purchase in each Offer will be determined in accordance with the priorities identified in the column “Acceptance Priority Level” in the table above (each, an “Acceptance Priority Level” and, collectively, the “Acceptance Priority Levels”) and subject to the Maximum Tender Cap and the 2027 Tender Sub-Cap. As used herein, “Maximum Tender Cap” means an aggregate purchase price (including principal and premium, but excluding Accrued Interest) of no more than $1,200,000,000 for all of the Notes subject to the Offers, as such amount may be increased, decreased or eliminated by us pursuant to the terms of the Offer to Purchase. Because Holders validly tendered and did not validly withdraw their Notes on or before the Early Tender Deadline in an amount that the Company expects will result in an aggregate purchase price (excluding Accrued Interest) that exceeds the Maximum Tender Cap, the Company expects to accept for purchase a portion of the tendered 4.350% Senior Notes due 2029 in accordance with the proration procedures set forth in the Offer to Purchase.
 

Additionally, although the Offers will expire at 5:00 P.M., New York City time, on September 8, 2026 (as the same may be extended with respect to any Offer, the “Expiration Date”), because the Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline are expected to have an aggregate purchase price (excluding Accrued Interest) that exceeds the Maximum Tender Cap, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Deadline on a subsequent settlement date.
 
The applicable Total Consideration for each $1,000 in principal amount of the Notes validly tendered and not validly withdrawn before the Early Tender Deadline and accepted for purchase pursuant to the Offers will be determined by reference to a fixed spread specified for each Series of Notes over the yield based on the bid price of the applicable Reference Security, as fully described in the Offer to Purchase. The consideration will be calculated by the Dealer Managers (as defined below) at 10:00 A.M., New York City time, on August 24, 2026 (the “Price Determination Date”). In addition to the applicable Total Consideration, accrued and unpaid interest from the last interest payment date up to, but not including, the applicable Settlement Date will be paid in cash on all validly tendered Notes accepted for purchase in the Offers (the “Accrued Interest”). The Total Consideration, plus Accrued Interest, for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be paid by us in same-day funds on the Early Settlement Date.
 
The Company will issue a press release specifying the Total Consideration for each series of Notes expected to be accepted for purchase.
 
Our obligation to accept for purchase, and to pay for, the Notes that are validly tendered and not validly withdrawn pursuant to each Offer, up to the Maximum Tender Cap or, if applicable, the 2027 Tender Sub-Cap, is conditioned on the satisfaction or waiver by us of a number of conditions set forth in the Offer to Purchase, in each case unless waived by us as provided in the Offer to Purchase.
 
We expressly reserve the right, in our sole discretion, to amend, extend or, upon failure of any condition described in the Offer to Purchase to be satisfied or waived, to terminate any of the Offers, including the right to amend or eliminate the Maximum Tender Cap and/or the 2027 Tender Sub-Cap, in each case, at any time at or prior to the Expiration Date.
 
The Offer to Purchase sets forth a complete description of the terms and conditions of the Offers. Holders of the Notes (“Holders”) are urged to read the Offer to Purchase carefully before making any decision with respect to the Offers.
 
BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Rabo Securities USA, Inc. are serving as the Dealer Managers in connection with the Offers (collectively, the “Dealer Managers”). Questions regarding terms and conditions of the Offers should be directed to BofA Securities, Inc. by calling toll free at (888) 292-0070 or collect at (980) 388-0539, to J.P. Morgan Securities LLC by calling toll free at (866) 834-4666 or collect at (212) 834-4818, to Morgan Stanley & Co. LLC by calling toll free at (800) 624-1808 or collect at (212) 761-1057 or to Rabo Securities USA, Inc. by calling toll free at (866) 746-3850.
 
D.F. King & Co., Inc. has been appointed as information agent (the “Information Agent”) and tender agent (the “Tender Agent”) in connection with the Offers. Questions or requests for assistance in connection with the Offers or the delivery of tender instructions, or for additional copies of the Offer to Purchase, may be directed to D.F. King & Co., Inc. by calling collect at (212) 257-2075 (for banks and brokers) or toll free at (800) 967-5074 (for all others) or via e-mail at tyson@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.
 
None of the Company, the Dealer Managers, D.F. King & Co., Inc., the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offers. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.
 

This press release is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities. Neither this press release nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this press release in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
 
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 and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the Company is a member of the S&P 500 and Russell 1000 large capitalization indices. It had approximately 133,000 team members on September 27, 2025.
 
Note Regarding 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, TysonFoodsPR@tyson.com
 



Exhibit 99.2


Tyson Foods, Inc. Announces Pricing Terms of Previously Announced Debt Tender Offers

SPRINGDALE, Ark., Aug. 24, 2026 -- Tyson Foods, Inc. (the “Company” or “we”) (NYSE: TSN) announced today the pricing terms of the previously announced offers by the Company to purchase for cash each series (each, a “Series”) of the notes listed in the table below (the “Notes”) (i) in accordance with, and in the order of, the corresponding Acceptance Priority Levels and (ii) subject to, among other things, the Maximum Tender Cap, the 2027 Tender Sub-Cap and pro rata allocation, upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below). The Company also announced that it had eliminated the 5.400% 2029 Tender Sub-Cap. The offers to purchase with respect to each Series of Notes are referred to herein as the “Offers” and each, an “Offer.” Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated August 10, 2026 (as amended or supplemented from time to time, the “Offer to Purchase”). Except as described in this press release, the terms and conditions of the Offers set forth in the Offer to Purchase remain unchanged. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

The applicable Total Consideration for each $1,000 in principal amount of Notes validly tendered and not validly withdrawn before 5:00 P.M., New York City time, on August 21, 2026 (the “Early Tender Deadline”) and accepted for purchase pursuant to the Offers was determined by reference to the applicable fixed spread for the Notes over the yield based on the bid price of the applicable reference security, as set forth in the table below. The Tender Offer Yield (as determined pursuant to the Offer to Purchase) listed in the table below was determined at 10:00 A.M., New York City time, today, August 24, 2026, by the Dealer Managers (as defined below). The Total Consideration for the Notes includes an early tender premium (the “Early Tender Premium”) of $30.00 per $1,000 principal amount of Notes accepted for purchase.

The following table sets forth the pricing terms for the Offers:

Title of
Security
 
CUSIP / ISIN
Tender Sub-
Cap(1)
Acceptance
Priority
Level
Principal
Amount to be Accepted and Cancelled
Proration Factor (rounded)
Reference
Security
Fixed Spread
Tender Offer
Yield
Total
Consideration(2)
3.550% Senior Notes due 2027
 
CUSIP: 902494 BC6
ISIN: US902494BC62
$800,000,000
1
$571,260,000
100.00%
3.875%
 
UST due 5/31/2027
20 bps
4.231%
$994.87
5.400% Senior Notes due 2029
 
CUSIP: 902494 BL6
ISIN: US902494BL61
N/A
2
$389,974,000
100.00%
4.125%
 
UST due 7/15/2029
25 bps
4.545%
$1,019.77
4.350% Senior Notes due 2029
 
CUSIP: 902494 BK8
ISIN: US902494BK88
N/A
3
$235,342,000
43.48%
4.125%
 
UST due 7/15/2029
30 bps
4.595%
$994.24
 



(1)
The 2027 Tender Sub-Cap represents the maximum aggregate purchase price of 3.550% Senior Notes due 2027 that will be purchased within the Offers. We reserve the right, but are under no obligation, to increase, decrease or eliminate the 2027 Tender Sub-Cap at any time, subject to compliance with applicable law.

(2)
Per $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline. Excludes Accrued Interest. Includes the Early Tender Premium.

As of the date of this press release, the Financing Condition has been satisfied. We expect settlement for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase to occur on August 26, 2026. All payments for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will also include accrued and unpaid interest from the last interest payment date up to, but not including, the Early Settlement Date (the “Accrued Interest”). All Notes that have been accepted for purchase will be retired and canceled and will no longer remain outstanding obligations of the Company or any of the Company’s subsidiaries.


The Offers will expire at 5:00 P.M., New York City time, on September 8, 2026 (as the same may be extended with respect to any Offer, the “Expiration Date”). As a result of reaching the previously announced amount of $1,200,000,000 (the “Maximum Tender Cap”), by the Early Tender Deadline, no Notes tendered after the Early Tender Deadline will be accepted for purchase, regardless of their Acceptance Priority Level. Notes not accepted for purchase will be returned promptly to the tendering holders of the Notes (“Holders”) (or, in the case of Notes tendered by book-entry transfer, such Notes will be promptly credited to the account maintained at The Depository Trust Company from which such Notes were delivered) and otherwise returned in accordance with the Offer to Purchase.

BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Rabo Securities USA, Inc. are serving as the Dealer Managers in connection with the Offers (collectively, the “Dealer Managers”). Questions regarding terms and conditions of the Offers should be directed to BofA Securities, Inc. by calling toll free at (888) 292-0070 or collect at (980) 388-0539, to J.P. Morgan Securities LLC by calling toll free at (866) 834-4666 or collect at (212) 834-4818, to Morgan Stanley & Co. LLC by calling toll free at (800) 624-1808 or collect at (212) 761-1057 or to Rabo Securities USA, Inc. by calling toll free at (866) 746-3850.

D.F. King & Co., Inc. has been appointed as information agent and tender agent in connection with the Offers. Questions or requests for assistance in connection with the Offers or the delivery of tender instructions, or for additional copies of the Offer to Purchase, may be directed to D.F. King & Co., Inc. by calling collect at (212) 257-2075 (for banks and brokers) or toll free at (800) 967-5074 (for all others) or via e-mail at tyson@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

None of the Company, the Dealer Managers, D.F. King & Co., Inc., the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offers. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.

This press release is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities. Neither this press release nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this press release in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

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 and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the Company is a member of the S&P 500 and Russell 1000 large capitalization indices. It had approximately 133,000 team members on September 27, 2025.

Note Regarding 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, TysonFoodsPR@tyson.com


Filing Exhibits & Attachments

5 documents