Tyson Foods (NYSE: TSN) replaces term loan with $750 million revolving credit line

Rhea-AI Filing Summary

Tyson Foods, Inc. entered into a new senior unsecured revolving credit facility providing aggregate commitments of $750 million with a maturity three years after December 12, 2025, replacing its 2023 term loan agreement with CoBank and other lenders.

The company repaid $440 million of outstanding borrowings and all interest under the prior $750 million term loan and terminated all related commitments on the same date. Under the new agreement, Tyson can elect to convert outstanding revolver borrowings into term loans maturing one, three, five or seven years after the revolver maturity, and interest is based on Term SOFR, Daily Simple SOFR or an alternate base rate plus a spread that ranges from 1.500% to 2.225%, with an unused commitment fee between 0.100% and 0.200%, depending on its credit ratings. The facility includes covenants similar to the prior agreement, including a minimum interest coverage ratio of at least 3.50 to 1.0 and customary events of default.

Insights

Credit markets analyst

Tyson replaces its term loan with a $750 million revolving facility, keeping familiar covenants and rating-based pricing.

Tyson Foods has shifted from a term loan structure to a senior unsecured revolving credit facility with aggregate commitments of $750 million. This provides ongoing borrowing capacity instead of a fixed amortizing loan and is supported by CoBank as administrative agent with a syndicate of lenders.

The company repaid $440 million of outstanding borrowings under the prior $750 million 2023 term loan and terminated all related commitments when the new agreement became effective on December 12, 2025. Pricing is tied to its corporate credit ratings, with SOFR-based spreads ranging from 1.500% to 2.225% and an unused commitment fee between 0.100% and 0.200%, which aligns cost of capital with rating changes.

Covenants and events of default largely mirror the prior facility, including a minimum interest expense coverage ratio of at least 3.50 to 1.0 on a trailing four-quarter basis and limits on additional indebtedness, liens and asset sales. The term-out feature, allowing conversion of revolver borrowings into one- to seven-year term loans after the revolver maturity, offers flexibility in managing longer-term funding once the initial three-year revolver period ends.

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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): December 12, 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 1.01. Entry into a Material Definitive Agreement.

On December 12, 2025 (the “Effective Date”), Tyson Foods, Inc. (the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with the lenders from time to time party thereto and CoBank, ACB (“CoBank”), as administrative agent, which replaced the Company’s existing Term Loan Agreement, dated as of May 3, 2023, between the Company, the lenders from time to time party thereto, and CoBank, as administrative agent (the “2023 Term Loan Agreement”). Concurrent with entry into the Loan Agreement, the Company repaid all outstanding borrowings and interest due under the 2023 Term Loan Agreement as of the Effective Date and terminated all commitments thereunder. The 2023 Term Loan Agreement had provided for aggregate commitments of up to $750 million and had outstanding borrowings on the Effective Date of $440 million.

The Loan Agreement provides for a senior unsecured revolving credit facility with aggregate commitments of $750 million which matures on the third anniversary of the Effective Date (the “Revolving Facility Maturity Date”). The Company may make an election (the “Term-Out Election”), with at least ten business days’ notice prior to the Revolving Facility Maturity Date, to convert all or part of the outstanding borrowings under the revolving credit facility into one or more of Tranche A, B, C or D term loans that will mature one, three, five or seven years, respectively, after the Revolving Facility Maturity Date.

Interest on borrowings under the Loan Agreement will accrue and be payable, at the Company’s option, at an annual rate equal to (a) the Term SOFR Rate or Daily Simple SOFR Rate (each as defined in the Loan Agreement) plus an applicable spread or (b) an alternate base rate plus an applicable spread. For revolving loans, an Unused Commitment Fee (as defined in the Loan Agreement) will also accrue and be payable to the lenders based on the aggregate amount of unused commitments under the revolving credit facility. The Unused Commitment Fee and applicable spreads will be the percentages described in the following chart that corresponds to the Company’s corporate credit rating from S&P or Moody’s, as applicable.

Ratings Level Moody’s/S&P			Term SOFR/Daily Simple SOFR Spread for Revolving Loans, Tranche A Term Loans and Tranche B Term Loans			Term SOFR/Daily Simple SOFR Spread for Tranche C Term Loans			Term SOFR/Daily Simple SOFR Spread for Tranche D Term Loans			Unused Commitment Fee
Level 1  BBB+/Baal or above			1.500%			1.575%			1.725%			0.100%
Level 2 BBB/Baa2			1.600%			1.700%			1.850%			0.110%
Level 3  BBB-/Baa3			1.725%			1.825%			1.975%			0.150%
Level 4 BB+/Bal or below			1.975%			2.075%			2.225%			0.200%

The covenants under the Loan Agreement are generally consistent with those in the 2023 Term Loan Agreement and include negative covenants limiting subsidiary indebtedness; liens; mergers, consolidations, liquidations and dissolutions; asset sales; and changes in lines of business of the Company and its subsidiaries, in each case subject to certain exceptions. In addition, and consistent with the 2023 Term Loan Agreement, the Loan Agreement requires the Company to maintain a minimum interest expense coverage ratio (Consolidated EBITDA to Consolidated Cash Interest Expense, each as defined in the Loan Agreement) of at least 3.50 to 1.0 as of the end of each fiscal quarter (in each case, calculated on a trailing four fiscal quarter basis). Under the Loan Agreement, Consolidated EBITDA includes additional add-backs to net income for certain taxes, losses and charges.

The Loan Agreement contains events of default substantially consistent with those in the 2023 Term Loan Agreement, such as non-payment of obligations under other debt facilities, violation of affirmative or negative covenants, material inaccuracy of representations, non-payment of other material debt, bankruptcy or insolvency, ERISA and certain judgment defaults, change of control and failure of any guarantee to remain in full force and effect.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the termination of the 2023 Term Loan Agreement and commitments, as well as the repayment of all borrowings thereunder, effective upon the Company’s entry into the Loan Agreement on December 12, 2025, is hereby incorporated by reference into this Item 1.02. The 2023 Term Loan Agreement was previously described under Item 5 of the Company’s quarterly report on Form 10-Q for the quarterly period ended April 1, 2023, which descriptions are hereby incorporated by reference into this Item 1.02.

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

The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number			Description
10.1			Loan Agreement, dated December 12, 2025, among Tyson Foods, Inc., the lenders party thereto and CoBank, ACB as administrative agent, sole lead arranger and sole bookrunner.
104			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.

						TYSON FOODS, INC.
Date: December 12, 2025						By:			/s/ Curt T. Calaway
						Name:			Curt T. Calaway
						Title:			Chief Financial Officer

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FAQ

What new credit facility did Tyson Foods (TSN) enter into?

Tyson Foods entered into a senior unsecured revolving credit facility that provides aggregate commitments of $750 million. The facility matures on the third anniversary of December 12, 2025, and is arranged with CoBank, ACB as administrative agent along with a syndicate of lenders.

How does the new Tyson Foods (TSN) loan agreement affect its 2023 term loan?

On December 12, 2025, Tyson repaid all outstanding borrowings and interest under its 2023 Term Loan Agreement, which had $440 million outstanding against aggregate commitments of up to $750 million. All commitments under the 2023 term loan were terminated when the new revolving credit agreement became effective.

What are the interest rate terms under Tyson Foods' new credit facility?

Borrowings under the new agreement bear interest, at Tyson’s option, at the Term SOFR Rate or Daily Simple SOFR Rate plus an applicable spread, or at an alternate base rate plus a spread. Depending on Tyson’s Moody’s and S&P corporate credit ratings, SOFR-based spreads range from 1.500% to 2.225%, and the unused commitment fee ranges from 0.100% to 0.200%.

What financial covenants apply in Tyson Foods' (TSN) new loan agreement?

The agreement requires Tyson to maintain a minimum interest expense coverage ratio of at least 3.50 to 1.0, calculated as Consolidated EBITDA to Consolidated Cash Interest Expense on a trailing four-quarter basis. It also includes negative covenants limiting subsidiary indebtedness, liens, mergers, asset sales and changes in lines of business, subject to specified exceptions.

Can Tyson Foods (TSN) convert revolving borrowings into term loans under this agreement?

Yes. Tyson may make a Term-Out Election at least ten business days before the revolving facility maturity date to convert all or part of its outstanding revolving borrowings into Tranche A, B, C or D term loans. These term loans will mature one, three, five or seven years, respectively, after the revolving facility maturity date.