Tyson Foods, Inc. 8-K Filings

Tyson Foods, Inc. (TSN) reported early results and pricing for cash tender offers to repurchase portions of three series of senior notes, subject to a Maximum Tender Cap of $1,200,000,000. The notes targeted are the 3.550% Senior Notes due 2027, 5.400% Senior Notes due 2029 and 4.350% Senior Notes due 2029.

As of the Early Tender Deadline of August 21, 2026, holders had validly tendered $571,260,000 of the 2027 notes, $389,974,000 of the 5.400% 2029 notes and $542,124,000 of the 4.350% 2029 notes. Tyson expects to purchase notes up to the Maximum Tender Cap, accepting all tendered 2027 notes and 5.400% 2029 notes and a prorated portion of the 4.350% 2029 notes.

Pricing terms include Total Consideration per $1,000 of $994.87 for the 2027 notes, $1,019.77 for the 5.400% 2029 notes and $994.24 for the 4.350% 2029 notes, each including an Early Tender Premium of $30.00. Settlement for notes accepted that were tendered by the Early Tender Deadline is expected on August 26, 2026, after which those notes will be retired and canceled.

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.

Tyson Foods, Inc. is restructuring its beef operations to respond to what it describes as one of the most historic U.S. cattle shortages. The company will end operations at its beef facility in Joslin, Illinois and its beef and pork case-ready facility in Eagle Mountain, Utah, shifting capacity to other plants with room to grow. Tyson Foods is also pursuing the sale of its beef facility in Pasco, Washington. At the same time, it plans to ramp back up a second shift at its beef facility in Amarillo, Texas as cattle become available, and will anchor its beef business around three central U.S. facilities in Dakota City, Nebraska; Holcomb, Kansas; and Amarillo, Texas. Tyson Foods states that these changes are intended to maintain a similar level of cattle harvesting across a more efficient, modern network and has emphasized support for affected team members, including assistance in applying for roles at other facilities.

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.

Tyson Foods, Inc. has launched cash tender offers to repurchase several series of its outstanding senior notes for up to an aggregate purchase price of $1,200,000,000 (the “Maximum Tender Cap”), excluding accrued interest. The offers cover its 3.550% Senior Notes due 2027 (outstanding principal $1.3 billion), 5.400% Senior Notes due 2029 (outstanding principal $600 million) and 4.350% Senior Notes due 2029 (outstanding principal $1.0 billion).

Within the overall cap, Tyson set a $800,000,000 tender sub-cap for the 2027 notes and a $250,000,000 sub-cap for the 5.400% 2029 notes. Acceptance will follow stated “Acceptance Priority Levels,” and each series includes an $30 Early Tender Premium per $1,000 principal, built into the Total Consideration for notes tendered by the August 21, 2026 Early Tender Deadline. The offers expire at 5:00 p.m. New York City time on September 8, 2026, with an expected Early Settlement Date of August 26, 2026 and Final Settlement Date of September 10, 2026, subject to conditions.

Tyson’s obligation to purchase notes is subject to multiple conditions, including a Financing Condition requiring sufficient net proceeds from a contemporaneous notes offering, together with cash on hand, to fund the repurchases, premiums, accrued interest and related costs.

Tyson Foods reported third-quarter 2026 results with sales of $13,868 million, essentially flat year over year, while GAAP operating income rose to $362 million and diluted EPS to $0.52, both up sharply as prior-year results included a goodwill impairment. On a non-GAAP basis, adjusted operating income was $547 million and adjusted EPS $0.99, increases of 8% and 9%, respectively.

For the first nine months, sales reached $41,834 million, up 3.1%, with GAAP EPS of $1.49 up 24%, while adjusted EPS of $2.83 declined versus the prior year. Chicken and Prepared Foods remained the largest profit contributors, offsetting continued Beef losses. Liquidity was $4.0 billion, free cash flow was $913 million, and total debt was reduced by $824 million.

Looking to fiscal 2026, Tyson expects total company adjusted operating income of $2.1–$2.3 billion, sales growth of 2.5%–3.5%, free cash flow of $1.3–$1.7 billion, and an adjusted effective tax rate of about 25%. Guidance anticipates a significant adjusted operating loss in Beef, with stronger earnings in Pork, Chicken, Prepared Foods and International.

Tyson Foods, Inc. entered into a Third Amended and Restated Employment Agreement with Chairman John H. Tyson, replacing his 2017 contract and committing to an initial term through September 30, 2029, with automatic three-year renewals unless terminated.

The agreement sets an annual base salary of $3,500,000, an annual incentive target equal to 300% of base salary, and a long-term incentive target of $6,000,000 split evenly between performance stock units and restricted stock units. Mr. Tyson will also receive a one-time cash incentive of $40,000,000, subject to partial repayment if he resigns without Good Reason or is terminated for Cause before September 30, 2029.

Benefits include required use of company aircraft (with tax gross-ups for approved personal use), 300 hours annually of aircraft use for flights without him as a passenger, personal security services plus up to $150,000 annually for additional security, ongoing life insurance premium reimbursement, and a Supplemental Executive Retirement Plan benefit of about $175,000 per year. On certain terminations without Cause or for Good Reason, Mr. Tyson is entitled to significant lump-sum severance, accelerated vesting of equity awards and options (with cash redemption eligibility), and lifetime medical coverage, alongside non-competition and non-solicitation restrictions extending in some cases to September 30, 2031.

Tyson Foods, Inc. filed an amended report to add details about the separation of former Chief Operating Officer Devin Cole. The company and Mr. Cole entered into a separation agreement on June 16, 2026, in connection with his stepping down from the COO role.

Under this agreement, Mr. Cole will receive a lump sum cash payment of $10,578,900, subject to his release of claims against the company and reaffirmation of existing restrictive covenants and confidentiality obligations. He will forfeit all outstanding performance stock upon departure, and his time-based equity awards will be handled under the existing award agreements.

Tyson Foods is updating its segment reporting and has recast prior financials to reflect five reportable segments: Beef, Pork, Chicken, Prepared Foods and International. Commencing in fiscal 2026, corporate expenses and amortization are no longer allocated to segments, changing how segment profit is measured.

For fiscal 2025, sales were $54.4 billion, up 2.1% as higher prices in Beef, Pork and Prepared Foods offset flat volumes. Operating income was $1,098 million and net income attributable to Tyson was $474 million, reduced by $738 million of legal contingency accruals and a $343 million non‑deductible goodwill impairment in Beef.

Segment margins were strongest in Chicken at 11.0% and Prepared Foods at 12.6%, while Beef and Pork posted losses amid higher cattle and hog costs. Cash from operations reached $2.2 billion, with $978 million of capital expenditures and liquidity of about $3.7 billion including a $2.5 billion undrawn revolving credit facility.

Tyson Foods, Inc. announced that long-time executive Wes Morris will become Chief Operating Officer on June 15, 2026, succeeding Devin Cole, who will retire from the company. Morris has more than 20 years of experience at Tyson, including leadership of Prepared Foods and Poultry.

Under a new employment agreement, Morris will receive a $1,350,000 annual base salary, a target annual incentive equal to 160% of base salary, and a $5,900,000 annual long-term incentive target. He will also receive an initial restricted stock unit grant valued at $1,500,000, vesting in three equal annual installments.

If Tyson terminates him without cause or he resigns for good reason, Morris is entitled to two years of base salary, a pro-rata bonus based on actual performance, up to 18 months of continued medical coverage, and is subject to 24-month non-competition and 36-month non-solicitation restrictions. The company furnished a press release with additional background on his role overseeing major business segments.

Tyson Foods is implementing a planned leadership transition, naming board member Jeff Schomburger as President and Chief Executive Officer, effective October 4, 2026, after he joins the company as a senior executive on July 1, 2026. Current CEO Donnie King will step down from the CEO role on that date and is expected to remain with the company and on the board to support the transition.

Schomburger’s employment agreement includes a $1,600,000 annual base salary, a target annual incentive of 200% of base salary, and an annual long-term incentive target of $11,000,000, plus an initial restricted stock unit grant valued at $2,800,000 vesting over three years. He is eligible for severance of two years’ base salary and target bonus if terminated without cause or for good reason, continued medical coverage for up to 18 months, up to 30 hours per year of personal use of company aircraft under existing security-related policies, and a $75,000 relocation payment. Tyson also reaffirmed its previously issued total company guidance for fiscal 2026.

Tyson Foods reported stronger profitability in its second quarter of 2026, led by Chicken and Prepared Foods. Sales rose to $13,653 million, up 4.4% year over year, and GAAP operating income increased to $435 million from $100 million. GAAP diluted EPS improved to $0.73 from $0.02, while adjusted EPS declined to $0.87 from $0.92, reflecting non-core items.

For the first six months, sales reached $27,966 million, up 4.8%, with GAAP operating income of $737 million. Free cash flow was $432 million, and total liquidity was $3.7 billion as of March 28, 2026, alongside a $747 million reduction in total debt.

Tyson issued a detailed fiscal 2026 outlook. The company expects adjusted operating income of $2.2 billion to $2.4 billion and sales growth of 2% to 4% versus fiscal 2025. Segment guidance calls for strong adjusted operating income in Chicken of $1.9 billion to $2.05 billion and Prepared Foods of $1.25 billion to $1.35 billion, while Beef is projected to remain in loss. Expected free cash flow is $1.2 billion to $1.8 billion, capital expenditures $0.7 billion to $1.0 billion, net interest expense about $365 million, and an adjusted effective tax rate near 25%.

Tyson Foods, Inc. announced that Phillip Thomas will be appointed Vice President, Controller and Chief Accounting Officer effective April 6, 2026. He replaces Lori Bondar, who will step down from the Chief Accounting Officer role, remain as Senior Vice President to assist with the transition, and plans to retire before the end of the current fiscal year.

Thomas, age 51, has held senior finance roles at Tyson since 2008, including serving as Chief Accounting Officer from 2020 to 2023. In his new role, he will receive an annual base salary of $360,574, a target annual incentive equal to 55% of base salary, and an annual long-term incentive target award of $175,000, weighted 75% in restricted stock units and 25% in performance stock. The company states there are no family relationships, special arrangements, or related party transactions associated with his appointment.

Tyson Foods, Inc. completed a public debt offering of $500,000,000 aggregate principal amount of its 4.950% senior notes due 2036. These notes are general senior unsecured obligations and rank equally with Tyson’s other senior unsecured debt.

The notes bear a fixed interest rate of 4.950% per year, with interest paid semiannually on February 20 and August 20, starting on August 20, 2026. They were issued under an existing indenture and a new supplemental indenture that include restrictive covenants limiting secured debt, sale-leaseback transactions, and certain mergers or asset transfers, and provide customary events of default and acceleration rights.

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.

Tyson Foods, Inc. reported the results of its 2026 Annual Meeting of shareholders. All 15 nominated directors, including John H. Tyson, Donnie King and Noel White, were elected to serve until the next annual meeting. Shareholders also ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending October 3, 2026.

Investors approved an amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan and backed, on an advisory basis, the compensation of the company’s named executive officers. Three shareholder proposals—on class-based voting result disclosure, a report on environmental and human health impacts from waste lagoons, and a report on immigration-related impacts—did not receive approval.

Tyson Foods, Inc. is changing how it reports business performance by updating its segment reporting beginning in the first quarter of fiscal 2026. The company will no longer allocate corporate expenses and amortization to individual segments because these items are no longer used by its Chief Operating Decision Maker to assess performance or allocate resources.

Segment operating income (loss) is now defined as operating income (loss) less corporate expenses and amortization, and an International segment has been identified as a separate reportable segment. Tyson has recast all prior quarterly and annual periods for fiscal years 2023, 2024, and 2025 to align with this new presentation, providing GAAP recast data in Exhibit 99.1 and non-GAAP recast data in Exhibit 99.2.

Tyson Foods, Inc. filed a current report to furnish a press release announcing its results of operations for the first quarter ended December 27, 2025. The press release, dated February 2, 2026, is included as Exhibit 99.1 and provides the company’s detailed quarterly financial and operating results.

The report clarifies that the earnings press release and related information are being furnished rather than filed under the Exchange Act, which affects how they may be used in other regulatory filings.

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.

Tyson Foods, Inc. filed a Form 8-K to announce network changes at two of its U.S. beef facilities. On November 21, 2025, the company said it will end operations at its beef facility in Lexington, Nebraska. Tyson also plans to convert its Amarillo, Texas beef facility to a single, full-capacity shift, consolidating work there into one shift instead of multiple shifts. The company furnished a related press release as Exhibit 99.1, which provides additional detail on these operational changes.

Tyson Foods (TSN) furnished an update on its results, announcing fourth quarter and fiscal year ended September 27, 2025 performance via a press release and a financial results presentation. These materials are attached as Exhibits 99.1 and 99.2 and are incorporated by reference. The information is furnished under Item 2.02 and is not deemed “filed” under Section 18. Tyson’s Class A trades on the NYSE; Class B is convertible into Class A on a share‑for‑share basis.

Tyson Foods appointed Devin Cole as Chief Operating Officer effective September 2, 2025. Mr. Cole, age 55, will report to CEO Donnie King and oversee all business segments. His annual base salary was increased to $1,350,000, his target annual incentive was raised to 160% of base salary, and he received a one-time grant of restricted stock units valued at $172,000 vesting equally over three years. He also participates in the company long-term incentive program with a current target annual award of $5,900,000 split 25%/25%/50% among stock options, restricted stock units and performance stock. The filing also discloses that Brady Stewart departed effective the same date and will receive separation benefits under the Executive Severance Plan, including pro-rated vesting of long-term awards, a pro-rated annual incentive payment, and severance equal to two times his annual base salary payable over 24 months, subject to release and restrictive covenant reaffirmation.

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.