Tyson Foods prices $1B senior notes offering
Tyson Foods, Inc. entered into an underwriting agreement to issue $500 million of 5.100% Senior Notes due 2031 and $500 million of 5.600% Senior Notes due 2037 in an underwritten public offering under its effective shelf registration.
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Form Type
8-K
Rhea-AI Filing Summary
Tyson Foods, Inc. entered into an underwriting agreement to issue $500 million of 5.100% Senior Notes due 2031 and $500 million of 5.600% Senior Notes due 2037 in an underwritten public offering under its effective shelf registration. The notes will be issued under an existing indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, with a supplemental indenture expected to be dated August 24, 2026. Closing of the notes offering is expected on August 24, 2026, subject to customary closing conditions.
Tyson Foods intends to use the net proceeds to purchase notes tendered in a contemplated tender offer and to apply any remaining proceeds for general corporate purposes. Multiple major investment banks are acting as joint book-running managers and co-managers, and pricing details were announced by press release on August 10, 2026.
Filing Explained
Because the disclosed securities are senior notes rather than additional shares, the offering’s structural consequence is a new debt obligation—not share-count dilution—if the expected August 24 closing occurs; the two notes carry 5.100% and 5.600% rates and are due in 2031 and 2037, respectively.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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.
Key Figures
2031 Notes: $500,000,000 aggregate principal amount
2037 Notes: $500,000,000 aggregate principal amount
Interest rate 2031 Notes: 5.100%
+3 more
6 metrics
2031 Notes
$500,000,000 aggregate principal amount
5.100% Senior Notes due 2031 sold in underwritten public offering
2037 Notes
$500,000,000 aggregate principal amount
5.600% Senior Notes due 2037 sold in underwritten public offering
Interest rate 2031 Notes
5.100%
Coupon on Senior Notes due 2031
Interest rate 2037 Notes
5.600%
Coupon on Senior Notes due 2037
Expected closing date
August 24, 2026
Expected closing of senior notes offering, subject to customary conditions
Employees
133,000
Approximate number of team members as of September 27, 2025
Key Terms
underwritten public offering, shelf registration statement, tender offer, Senior Notes, +1 more
5 terms
underwritten public offering financial
"its 5.600% Senior Notes due 2037 in an underwritten public offering"
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.
shelf registration statement regulatory
"in an underwritten public offering under its effective shelf registration statement"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
tender offer financial
"use the net proceeds from the offering to purchase notes tendered in a contemplated tender offer"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Senior Notes financial
"$500 million aggregate principal amount of its 5.100% Senior Notes due 2031"
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.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What type and amount of debt is Tyson Foods (TSN) issuing?
Tyson Foods is issuing $500 million of 5.100% Senior Notes due 2031 and $500 million of 5.600% Senior Notes due 2037 in an underwritten public offering under its shelf registration statement.
When is the Tyson Foods (TSN) senior notes offering expected to close?
The senior notes offering is expected to close on August 24, 2026, subject to the satisfaction of customary closing conditions, following execution of an underwriting agreement on August 10, 2026.
How does Tyson Foods (TSN) plan to use the net proceeds from the notes?
Tyson Foods intends to use the net proceeds from the notes offering to purchase notes tendered in a contemplated tender offer and use any remaining proceeds for general corporate purposes.
Which banks are managing Tyson Foods’ (TSN) senior notes offering?
Joint book-running managers include BofA Securities, J.P. Morgan Securities, Morgan Stanley & Co., Rabo Securities USA, RBC Capital Markets, Goldman Sachs & Co., and U.S. Bancorp Investments, with additional senior co-managers and co-managers participating.
Under what regulatory framework is Tyson Foods (TSN) conducting this notes offering?
The offering is being made under an effective shelf registration statement with the SEC, using a prospectus supplement and accompanying prospectus, and relies on Rule 424(b)(5) under the Securities Act of 1933.
What interest rates apply to Tyson Foods’ (TSN) new senior notes?
The new senior notes include 5.100% Senior Notes due 2031 and 5.600% Senior Notes due 2037, each in an aggregate principal amount of $500 million, as disclosed in the pricing announcement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 10, 2026
(Exact name of Registrant as specified in its charter)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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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 1.01. |
Entry into a Material Definitive Agreement.
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On August 10, 2026, Tyson Foods, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) (attached hereto as
Exhibit 1.1 and incorporated herein by reference) with BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Rabo Securities USA, Inc., as
representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Company $500,000,000 aggregate principal amount of its 5.100% Senior Notes due 2031 (the “2031 Notes”)
and $500,000,000 aggregate principal amount of its 5.600% Senior Notes due 2037 (together with the 2031 Notes, the “Notes”).
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights
and obligations of the parties and termination provisions.
The sale of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-296632), including a prospectus
supplement dated August 10, 2026 (the “Prospectus Supplement”) to the prospectus contained therein dated June 9, 2026, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as
amended.
The closing of the sale of the Notes is expected to occur on August 24, 2026, subject to the satisfaction of customary closing conditions. The Notes
will be issued pursuant to an indenture dated as of June 1, 1995 between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as trustee (the
“Trustee”), to be supplemented by a supplemental indenture for the Notes, by and between the Company and the Trustee, to be dated as of August 24, 2026, which will be filed with the SEC on a subsequent Current Report on Form 8-K.
The foregoing description of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement included as Exhibit 1.1 hereto and
incorporated by reference herein.
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Other Events.
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On August 10, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit
99.1.
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Financial Statements and Exhibits
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Exhibits
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Exhibit
Number
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Description
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1.1
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Underwriting Agreement, dated August
10, 2026
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99.1
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Pricing Press Release issued by Tyson Foods, Inc. on August 10, 2026
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104
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Cover Page Interactive Data File formatted in iXBRL.
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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.
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TYSON FOODS, INC.
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Date: August 10, 2026
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By:
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/s/ Curt Calaway
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Name:
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Curt Calaway
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Title:
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Chief Financial Officer
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Exhibit 99.1
Tyson Foods, Inc. Announces Pricing of Senior Notes Offering
SPRINGDALE, Ark., Aug. 10, 2026 -- Tyson
Foods, Inc. (the “Company” or “we”) (NYSE: TSN) announced today that it has agreed to sell $500 million aggregate principal amount of its 5.100% Senior Notes due 2031 (the “2031 Notes”) and $500 million aggregate principal amount of its 5.600%
Senior Notes due 2037 (together with the 2031 Notes, the “Notes”) in an underwritten public offering under its effective shelf registration statement. The offering is expected to close on August 24, 2026, subject to the satisfaction of
customary closing conditions. The Company intends to use the net proceeds from the offering to purchase notes tendered in a contemplated tender offer and the remainder, if any, for general corporate purposes.
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
U.S. Bancorp Investments, Inc. are acting as joint book-running managers for the offering. Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc. are acting as senior co-managers for the offering. The co-managers for the offering are
BMO Capital Markets Corp., Regions Securities LLC, Academy Securities, Inc., Loop Capital Markets 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 the offering 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, from Morgan Stanley & Co. LLC by calling Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, or from Rabo Securities USA, Inc. by calling Rabo Securities USA, Inc. toll-free at 1-866-746-3850. 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, 2026, 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 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.
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