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Tyson Foods (NYSE: TSN) raises $1B in new debt offering

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tyson Foods, Inc. (TSN) has completed a public debt offering consisting of two new series of senior notes: $500,000,000 aggregate principal amount of 5.100% Senior Notes due 2031 and $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2037. These notes were issued under Tyson’s existing shelf registration and an Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee.

The 2031 Notes mature on August 24, 2031 and pay interest at 5.100% per year, semiannually in arrears on February 24 and August 24, starting February 24, 2027. The 2037 Notes mature on January 24, 2037 and pay interest at 5.600% per year, semiannually on January 24 and July 24, starting January 24, 2027. Interest on both series is calculated on a 360‑day year of twelve 30‑day months and is paid to holders of record on the 14th calendar day before each payment date.

The notes are Tyson’s general senior unsecured obligations and rank equally with its other senior unsecured debt. Tyson may redeem either series in whole or in part under terms set in the supplemental indentures. The Indenture contains customary restrictive covenants limiting secured debt, sale and lease‑back transactions, and certain mergers or transfers of substantially all assets, and includes standard events of default that can result in the notes becoming immediately due and payable.

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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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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.
Aggregate principal amount, 5.100% Senior Notes due 2031 $500,000,000 Public offering of 2031 Notes completed on August 24, 2026
Coupon rate, Senior Notes due 2031 5.100% per annum Fixed interest rate on 2031 Notes
Maturity date, Senior Notes due 2031 August 24, 2031 Stated maturity of 2031 Notes
Aggregate principal amount, 5.600% Senior Notes due 2037 $500,000,000 Public offering of 2037 Notes completed on August 24, 2026
Coupon rate, Senior Notes due 2037 5.600% per annum Fixed interest rate on 2037 Notes
Maturity date, Senior Notes due 2037 January 24, 2037 Stated maturity of 2037 Notes
Record date before interest payment 14th calendar day before payment date Record date for both 2031 and 2037 Notes
Interest calculation basis 360-day year of twelve 30-day months Interest computation method for both note series
Senior Notes financial
"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.
Indenture financial
"The Company issued the Notes under an indenture dated as of June 1, 1995"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Supplemental Indentures financial
"as amended and supplemented by supplemental indentures dated as of August 24, 2026"
Supplemental indentures are formal amendments to the original contract that governs a bond or other debt, changing terms such as repayment schedule, interest, collateral, or borrower promises. They matter to investors because they can increase or reduce the risk and value of a security—like updating a rental agreement for new rules—so investors need to know whether protections were weakened, strengthened, or left unchanged.
sale and lease-back transactions financial
"covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur secured debt, enter into sale and lease-back transactions"
events of default financial
"upon certain events of default occurring and continuing, either the trustee or the holders"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

What new debt securities did Tyson Foods (TSN) issue in this 8-K?
Tyson Foods issued $500,000,000 of 5.100% Senior Notes due 2031 and $500,000,000 of 5.600% Senior Notes due 2037 as general senior unsecured obligations under its existing shelf registration and Indenture.

What are the maturity dates of Tyson Foods (TSN) new Senior Notes?
The 5.100% Senior Notes mature on August 24, 2031. The 5.600% Senior Notes mature on January 24, 2037, as disclosed in Tyson Foods’ debt offering description.

What interest rates apply to Tyson Foods (TSN) 2031 and 2037 Senior Notes?
The 2031 Notes bear interest at 5.100% per year, and the 2037 Notes bear interest at 5.600% per year. Interest on both series is calculated on a 360‑day year of twelve 30‑day months.

How often and when will Tyson Foods (TSN) pay interest on the new notes?
For the 2031 Notes, interest is paid semiannually on February 24 and August 24, starting February 24, 2027. For the 2037 Notes, interest is paid on January 24 and July 24, starting January 24, 2027.

What is the ranking of Tyson Foods (TSN) new Senior Notes?
The new notes are general senior unsecured obligations of Tyson Foods. They rank equally in right of payment with all existing and future senior unsecured indebtedness, including other senior notes issued under the same Indenture.

Do Tyson Foods (TSN) new Senior Notes include restrictive covenants?
Yes. The Indenture includes restrictive covenants that limit Tyson Foods and certain subsidiaries from incurring secured debt, entering into sale and lease‑back transactions, or consolidating, merging, or transferring substantially all assets, subject to specified exceptions.

What events can cause Tyson Foods (TSN) new notes to be accelerated?
Upon certain events of default, the trustee or holders of at least 25% in aggregate principal amount of a series may declare principal and accrued interest immediately due. In certain bankruptcy, insolvency or reorganization events relating to Tyson, the principal and accrued interest become automatically due and payable.

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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 1.01.
Entry into a Material Definitive Agreement.

On August 24, 2026, Tyson Foods, Inc. (the “Company”) completed its previously announced public offering and sale of $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 (the “2037 Notes,” together with the 2031 Notes, the “Notes”).

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 Company issued the Notes under an indenture dated as of June 1, 1995 (the “Base Indenture”) 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”), as amended and supplemented by supplemental indentures dated as of August 24, 2026 for the Notes (the “Supplemental Indentures” and, together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. The Base Indenture and the Supplemental Indentures (including the forms of Notes) are filed as Exhibits 4.1 through 4.5 to this report and are incorporated herein by reference. The following description of the Notes and the Indenture is a summary and is not meant to be a complete description thereof.

The 2031 Notes will mature on August 24, 2031. The 2031 Notes will bear interest at a fixed rate per annum equal to 5.100%. Interest on the 2031 Notes is payable semiannually in arrears on February 24 and August 24 of each year, commencing on February 24, 2027. Interest is payable to the persons in whose names the 2031 Notes are registered at the close of business on the 14th calendar day immediately preceding the applicable interest payment date (whether or not a business day). The amount of interest payable on the 2031 Notes will be computed on the basis of a 360-day year of twelve 30-day months.

The 2037 Notes will mature on January 24, 2037. The 2037 Notes will bear interest at a fixed rate per annum equal to 5.600%. Interest on the 2037 Notes is payable semiannually in arrears on January 24 and July 24 of each year, commencing on January 24, 2027. Interest is payable to the persons in whose names the 2037 Notes are registered at the close of business on the 14th calendar day immediately preceding the applicable interest payment date (whether or not a business day). The amount of interest payable on the 2037 Notes will be computed on the basis of a 360-day year of twelve 30-day months.

The Notes of each series are the general senior unsecured obligations of the Company and will rank equally in right of payment with all of the Company’s other existing and future senior unsecured indebtedness from time to time outstanding, including all other senior notes issued under the Indenture.

The Company may redeem the Notes of each series, in whole or in part, under the terms provided in the Supplemental Indentures.

The Indenture includes certain restrictive covenants, including covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur secured debt, enter into sale and lease-back transactions and consolidate, merge or transfer substantially all of the Company’s assets to another entity. The covenants are subject to a number of important exceptions and qualifications set forth in the Indenture.

The Indenture contains customary terms, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the Notes of any series then outstanding may declare the unpaid principal of the Notes of such series and any accrued and unpaid interest thereon immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amount of the Notes of any series together with any accrued and unpaid interest thereon will automatically become and be immediately due and payable.

The foregoing description of the Indenture and the related instruments and transactions associated therewith does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreements and instruments, each of which is attached hereto as an Exhibit.

2
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

Item 8.01.
Other Events.

In connection with the offering of the Notes, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) the Base Indenture, (ii) the Supplemental Indentures, (iii) the forms of notes for the Notes and (iv) the opinion of Davis Polk & Wardwell LLP and related consent.

Item 9.01.
Financial Statements and Exhibits

  (d)
Exhibits

Exhibit
Number
Description
4.1
Base Indenture, dated June 1, 1995 (incorporated herein by reference to Exhibit 4 to the Company’s Registration Statement on Form S-3 filed December 17, 1997 (Commission File No. 333-42525))
   
4.2
Supplemental Indenture, dated August 24, 2026, for the 5.100% Senior Notes due 2031
   
4.3
Form of 5.100% Senior Notes due 2031 (included in Exhibit 4.2)
   
4.4
Supplemental Indenture, dated August 24, 2026, for the 5.600% Senior Notes due 2037
   
4.5
Form of 5.600% Senior Notes due 2037 (included in Exhibit 4.4)
   
5.1
Opinion of Davis Polk & Wardwell LLP
   
23.1
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
   
104
Cover Page Interactive Data File formatted in iXBRL.

3
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


4

Source: View Original Filing on SEC EDGAR

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