[8-K] Tyson Foods, Inc. Reports Material Event

Rhea-AI Filing Summary

Tyson Foods, Inc. (TSN) filed an 8-K dated August 7, 2025. The Board increased its size from fifteen to sixteen and appointed Sarah Bond as a director effective August 7, 2025. The filing discloses no arrangement or understanding related to her appointment and states she will receive compensation under the Company’s existing director compensation policy.

The Board also approved, effective August 7, 2025, an increase of 43 million shares authorized for repurchase under the Company’s share repurchase program. The filing furnishes two press releases as Exhibits 99.1 and 99.2 and includes the iXBRL cover page as Exhibit 104. The report is signed by CFO Curt T. Calaway.

Positive

• Board increased repurchase authorization by 43 million shares under the existing share repurchase program, effective August 7, 2025
• New director appointment: Sarah Bond added to the Board with no related-party transactions reported and compensation per existing policy
• Press releases furnished as Exhibits 99.1 and 99.2, providing contemporaneous public disclosure

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board expanded to 16 members and added Sarah Bond; no related-party transactions reported.

The 8-K states the Board increased its size from fifteen to sixteen and appointed Sarah Bond effective August 7, 2025. The filing explicitly notes no arrangement or understanding in connection with her appointment and that she is not party to transactions reportable under Item 404(a) of Regulation S-K. Compensation will follow the Company’s existing director compensation policy. This is a routine governance update with limited immediate financial detail.

Equity Analyst

TL;DR: Board approved a 43 million-share increase to repurchase authorization; execution and timing not disclosed.

The 8-K confirms the Board approved an increase of 43 million shares authorized for repurchase effective August 7, 2025. The filing furnishes a press release as Exhibit 99.2 but does not disclose any repurchase schedule, funding source, or timeline. Without execution details, the authorization is notable but execution-dependent for shareholder impact.

0000100493falseiso4217:USDxbrli:shares00001004932025-08-072025-08-07

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 7, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 7, 2025, the Board of Directors (the "Board") of Tyson Foods, Inc. (the "Company") increased the size of the Board from fifteen to sixteen directors and appointed Sarah Bond as a member of the Board.

There is no arrangement or understanding pursuant to which Ms. Bond was appointed as director, and she is not a party to any transactions required to be reported under Item 404(a) of Regulation S-K. Ms. Bond will receive compensation in accordance with the Company's current director compensation policy.

A copy of the press release announcing Ms. Bond's appointment to the Board is furnished herewith as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

On August 7, 2025, the Company issued a press release which announced, among other things, that the Board had approved, effective that same day, an increase of 43 million shares authorized for repurchase under its share repurchase program. A copy of the press release is furnished herewith as Exhibit 99.2.

The information in the preceding paragraph, as well as Exhibit 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit Number			Description
99.1			Press Release, dated August 7, 2025, announcing Sarah Bond's appointment to the Board
99.2			Press Release, dated August 7, 2025, announcing an increase in the number of shares authorized for repurchase under the Company's share repurchase program
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 7, 2025						By:			/s/ Curt T. Calaway
						Name:			Curt T. Calaway
						Title:			Chief Financial Officer

3

FAQ

What change did Tyson Foods (TSN) make to its board on August 7, 2025?

The Board increased its size from fifteen to sixteen members and appointed Sarah Bond as a director effective August 7, 2025.

How many additional shares were authorized for repurchase in the 8-K?

The Board approved an increase of 43 million shares authorized for repurchase under the Company’s share repurchase program, effective August 7, 2025.

Were any related-party transactions disclosed regarding the new director appointment?

No. The filing states there is no arrangement or understanding related to Ms. Bond’s appointment and she is not party to transactions reportable under Item 404(a) of Regulation S-K.

Are the press releases announcing these actions included in the filing?

Yes. A press release announcing Sarah Bond’s appointment is Exhibit 99.1 and a press release about the repurchase authorization increase is Exhibit 99.2.

Who signed the 8-K and when was it filed?

The report is dated and effective August 7, 2025 and is signed by Curt T. Calaway, Chief Financial Officer.