TSN insider John Tyson details cash-settled stock and performance awards

Rhea-AI Filing Summary

Tyson Foods (TSN) director and Chairman of the Board John H. Tyson reported equity compensation changes involving restricted stock and performance shares. On November 18, 2025, 24,055.905 shares of restricted Class A common stock vested and were settled entirely in cash for $1,290,839.86, with $532,110.01 withheld for taxes, and no shares issued.

He also reported performance share activity under the 2000 Stock Incentive Plan. A grant received on November 17, 2023 vested 30,775.545 performance shares on November 17, 2025 and was settled in cash for $1,634,489.19, with $550,048.50 withheld for taxes. Another performance share grant received on November 18, 2022, which could have vested up to 200 percent based on multi-year operating income, shareholder return, and return on invested capital targets, expired on November 18, 2025 without any shares vesting. Following these transactions, Tyson beneficially owned 2,980,514.464 shares of Class A common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TYSON JOHN H

(Last) (First) (Middle)

2200 W DON TYSON PARKWAY

(Street)

SPRINGDALE AR 72762

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS, INC. [ TSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/18/2025		J(1)		24,055.905	D	(1)	2,980,514.464(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	(3)	11/17/2025(3)		M			30,775.545	(3)	(3)	Class A Common Stock	30,775.545	(3)	0	D
Performance Shares	(4)	11/18/2025(4)		M			91,575.092	(4)	(4)	Class A Common Stock	91,575.092	(4)	0	D

Explanation of Responses:

1. On November 18, 2025, 24,055.905 shares of restricted Class A Common Stock vested. The restricted shares were previously reported as beneficially owned by the Reporting Person. The vested shares were settled in cash, as provided for under the terms of the 2000 Stock Incentive Plan, with the Reporting Person receiving $1,290,839.86, based on the closing price of the shares on the date of vesting, less $532,110.01 withheld by the Issuer to satisfy tax withholding obligations, with no shares issued to the Reporting Person. Upon settlement of the vested shares in cash, the vested shares were removed from the Reporting Person's aggregate beneficial ownership.

2. Includes 1,196.386 shares of the Issuer's Class A Common Stock received by the Reporting Person pursuant to the Issuer's dividend reinvestment plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-11.

3. On November 17, 2023 the Reporting Person received a grant of performance shares which would vest in equal installments over two years, the balance of which vested on November 17, 2025 subject to the achievement of a performance metric in the applicable Stock Incentive Agreement. The performance metric was an operating income target of $1.161 billion for the 2024 fiscal year. The performance shares could vest at a level of 25-100 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 100 percent level. On November 17, 2025, 30,775.545 shares vested, as provided for under the terms of the 2000 Stock Incentive Plan, and were settled in cash for $1,634,489.19, based on the closing price on the date of vesting, less $550,048.50 withheld by the Issuer to satisfy tax withholding obligations. Upon settlement of the vested shares in cash, the shares were removed from the Reporting Person's aggregate beneficial ownership.

4. On November 18, 2025, the Reporting Person's grant of performance shares expired without any shares vesting. On November 18, 2022, the Reporting Person received a grant of performance shares, subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $12 billion for the 2023-2025 fiscal years and (b) a favorable comparison of the relative shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2022-2024 fiscal years, and (c) a cumulative return on invested capital of 11.5% for the 2023-2025 fiscal years. The performance shares could have vested at a level of up to 200 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 200 percent level.

Remarks:

	/s/ Marissa Savells by Power of Attorney for John H. Tyson	11/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did John H. Tyson report for Tyson Foods (TSN)?

John H. Tyson, a director and Chairman of the Board of Tyson Foods, reported the vesting and cash settlement of restricted Class A common stock and performance shares, as well as the expiration of a separate performance share grant with no shares vesting.

How many restricted Tyson Foods (TSN) shares vested and how were they settled?

On November 18, 2025, 24,055.905 restricted Class A common shares vested. They were settled entirely in cash for $1,290,839.86, with $532,110.01 withheld for tax obligations, and no new shares were issued to John H. Tyson.

What performance share grant vested for John H. Tyson and what were the terms?

A performance share grant received on November 17, 2023 vested on November 17, 2025, with 30,775.545 shares vesting. The award was tied to an operating income target of $1.161 billion for the 2024 fiscal year and could vest at 25–100 percent per performance criteria. The vested shares were settled in cash for $1,634,489.19, less $550,048.50 in tax withholding.

Which Tyson Foods performance share grant expired unvested for John H. Tyson?

A performance share grant received on November 18, 2022 expired on November 18, 2025 without any shares vesting. It was subject to (a) a cumulative operating income target of $12 billion for the 2023–2025 fiscal years, (b) relative shareholder return versus a peer group over the 2022–2024 fiscal years, and (c) a cumulative return on invested capital of 11.5% for the 2023–2025 fiscal years, and could have vested up to 200 percent per performance criteria.

How many Tyson Foods (TSN) shares does John H. Tyson beneficially own after these transactions?

After the reported transactions, John H. Tyson beneficially owned 2,980,514.464 shares of Tyson Foods Class A common stock in direct form.

Did John H. Tyson acquire any Tyson Foods shares through dividend reinvestment?

Yes. His holdings include 1,196.386 shares of Class A common stock received through Tyson Foods' dividend reinvestment plan since his last report. These acquisitions are exempt from concurrent Section 16 reporting under Rule 16a-11.