Tyson Foods (NYSE: TSN) sells $500M 4.950% senior notes due 2036

Rhea-AI Filing Summary

Tyson Foods, Inc. has agreed to sell $500 million aggregate principal amount of 4.950% Senior Notes due 2036 in an underwritten public offering under its shelf registration statement. The offering is expected to close on February 20, 2026, subject to customary conditions.

The company intends to use the net proceeds for general corporate purposes, which may include paying down outstanding debt, including the retirement of its 4.00% notes due March 2026. Until used, proceeds may be invested in cash and other interest-bearing securities.

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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): February 10, 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 1.01. Entry into a Material Definitive Agreement.

On February 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 and Morgan Stanley & Co. LLC, 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 4.950% Senior Notes due 2036 (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. 333-272538), including a prospectus supplement dated February 10, 2026 (the “Prospectus Supplement”) to the prospectus contained therein dated June 9, 2023, 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 February 20, 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 February 20, 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.

Item 8.01. Other Events.

On February 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
1.1	Underwriting Agreement, dated February 10, 2026
99.1	Pricing Press Release issued by Tyson Foods, Inc. on February 10, 2026
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: February 10, 2026		By:	/s/ Curt Calaway
		Name:	Curt Calaway
		Title:	Chief Financial Officer

3

Exhibit 99.1

Tyson Foods, Inc. Announces Pricing of Senior Notes Offering

SPRINGDALE, Ark., Feb. 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 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

What did Tyson Foods (TSN) announce in this 8-K filing?

Tyson Foods announced it agreed to sell $500 million of 4.950% Senior Notes due 2036 in an underwritten public offering. The notes are issued under its effective shelf registration and are expected to close on February 20, 2026, subject to customary closing conditions.

What are the key terms of Tyson Foods' new senior notes offering?

The company is issuing $500 million aggregate principal amount of 4.950% Senior Notes due 2036. These notes will be issued under an existing indenture and a new supplemental indenture, with the sale conducted through a syndicate of underwriters led by major investment banks.

How does Tyson Foods plan to use the $500 million notes proceeds?

Tyson Foods intends to use the net proceeds for general corporate purposes, including paying down outstanding debt. This is expected to include retiring its 4.00% notes due March 2026, with any interim funds invested in deposits, U.S. government securities, or other interest-bearing instruments.

When is the Tyson Foods senior notes offering expected to close?

The offering is expected to close on February 20, 2026, subject to satisfaction of customary closing conditions. The notes will be issued under Tyson Foods’ existing base indenture, as supplemented by a new supplemental indenture to be dated the same day.

Which banks are underwriting Tyson Foods’ $500 million notes issue?

BofA Securities, J.P. Morgan Securities, and Morgan Stanley are joint book-running managers and representatives of the underwriters. Additional joint book-runners, senior co-managers, and co-managers from several other investment banks are also participating in distributing the 4.950% Senior Notes due 2036.

Under what registration is Tyson Foods issuing these senior notes?

The notes are being offered under Tyson Foods’ effective shelf registration statement, with a prospectus dated June 9, 2023. A prospectus supplement dated February 10, 2026, governs this specific $500 million offering of 4.950% Senior Notes due 2036.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.5 KB

Other Documents

• EX-1.1 EXHIBIT 1.1 216.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB