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TSN insider John R. Tyson details restricted and performance share changes

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Tyson Foods senior vice president John R. Tyson reported multiple equity award events involving the company’s Class A Common Stock. On November 17, 2025, 5,040.36 restricted shares vested and 1,424 shares were withheld to cover taxes at a price of $53.11 per share. That same day, 3,846.944 performance shares vested into non-derivative stock, tied to a cumulative operating income target of $1.161 billion for the 2024 fiscal year, with related tax withholding of 1,105 shares.

On November 18, 2025, 8,389.873 additional restricted shares vested and 2,392 shares were withheld at $53.66 per share. A separate grant of 30,525.031 performance shares, linked to performance criteria including a cumulative operating income target of $12 billion for 2023–2025 and an 11.5% cumulative return on invested capital, expired without any shares vesting. After these transactions, Tyson beneficially owned 40,231.859 shares of Class A Common Stock, including amounts accumulated through the employee stock purchase and dividend reinvestment plans.

Positive

  • None.

Negative

  • None.
Insider Tyson John R.
Role Senior Vice President
Type Security Shares Price Value
Exercise Performance Shares 30,525.031 $0.00 --
Tax Withholding Class A Common Stock 2,392 $53.66 $128K
Exercise Performance Shares 3,846.944 $0.00 --
Tax Withholding Class A Common Stock 1,424 $53.11 $76K
Exercise Class A Common Stock 3,846.944 $0.00 --
Tax Withholding Class A Common Stock 1,105 $53.11 $59K
Holdings After Transaction: Performance Shares — 0 shares (Direct); Class A Common Stock — 40,231.859 shares (Direct)
Footnotes (1)
  1. On November 17, 2025, 5,040.36 restricted Class A Common Stock vested. The restricted shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement these shares were withheld by the Issuer to satisfy tax withholding obligations. On November 17, 2025, 3,846.944 shares vested and are reported herein as acquired non-derivative securities. On November 17, 2023, the Reporting Person received a grant of performance shares which would vest in equal installments over two years, and one-half of which vested on November 17, 2024, subject to the achievement of a performance metric in the applicable Stock Incentive Agreement. The performance metric was a cumulative operating income target of $1.161 billion for the 2024 fiscal year. The performance shares could vest at a level of 25 percent - 100 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 100 percent level. Pursuant to the terms of the award agreement, these shares were withheld by the Issuer to satisfy tax withholding obligations related to the vesting described in footnote 2. On November 18, 2025, 8,389.873 shares of restricted Class A Common Stock vested. The restricted shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement these shares were withheld by the Issuer to satisfy tax withholding obligations. Includes 256.455 shares of the Issuer's Class A Common Stock purchased for the Reporting Person's account under the Issuer's Employee Stock Purchase 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 16b-3. Includes 568.072 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. 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. These performance shares vested as described in footnote 2.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
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 R.
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
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 11/17/2025 F(1) 1,424 D $53.11 39,057.389 D
Class A Common Stock 11/17/2025 M(2) 3,846.944 A (2) 42,904.333 D
Class A Common Stock 11/17/2025 F(3) 1,105 D $53.11 41,799.333 D
Class A Common Stock 11/18/2025 F(4) 2,392 D $53.66 40,231.859(5)(6) 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 (7) 11/18/2025 M 30,525.031 (7) (7) Class A Common Stock 30,525.031 (7) 0 D
Performance Shares (8) 11/17/2025 M 3,846.944 (8) (8) Class A Common Stock 3,846.944 (8) 0 D
Explanation of Responses:
1. On November 17, 2025, 5,040.36 restricted Class A Common Stock vested. The restricted shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement these shares were withheld by the Issuer to satisfy tax withholding obligations.
2. On November 17, 2025, 3,846.944 shares vested and are reported herein as acquired non-derivative securities. On November 17, 2023, the Reporting Person received a grant of performance shares which would vest in equal installments over two years, and one-half of which vested on November 17, 2024, subject to the achievement of a performance metric in the applicable Stock Incentive Agreement. The performance metric was a cumulative operating income target of $1.161 billion for the 2024 fiscal year. The performance shares could vest at a level of 25 percent - 100 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 100 percent level.
3. Pursuant to the terms of the award agreement, these shares were withheld by the Issuer to satisfy tax withholding obligations related to the vesting described in footnote 2.
4. On November 18, 2025, 8,389.873 shares of restricted Class A Common Stock vested. The restricted shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement these shares were withheld by the Issuer to satisfy tax withholding obligations.
5. Includes 256.455 shares of the Issuer's Class A Common Stock purchased for the Reporting Person's account under the Issuer's Employee Stock Purchase 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 16b-3.
6. Includes 568.072 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.
7. 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.
8. These performance shares vested as described in footnote 2.
Remarks:
/s/ Marissa Savells by Power of Attorney for John R. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

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

The report shows that John R. Tyson, a senior vice president of Tyson Foods, had restricted stock and performance shares vest on November 17–18, 2025, with some shares withheld to satisfy tax obligations and certain performance shares expiring without vesting.

How many Tyson Foods restricted shares vested for John R. Tyson in November 2025?

On November 17, 2025, 5,040.36 restricted Class A shares vested. On November 18, 2025, an additional 8,389.873 restricted Class A shares vested, all previously reported as beneficially owned.

What performance-based targets were tied to John R. Tyson’s Tyson Foods (TSN) share awards?

One award used a $1.161 billion cumulative operating income target for the 2024 fiscal year. Another, larger grant referenced a $12 billion cumulative operating income target for 2023–2025, relative shareholder return versus a peer group over 2022–2024, and a 11.5% ROIC target for 2023–2025.

How many Tyson Foods performance shares vested or expired in this Form 4?

3,846.944 performance shares vested on November 17, 2025 and are reported as acquired non-derivative Class A shares. A separate grant of 30,525.031 performance shares expired on November 18, 2025 without any shares vesting.

What is John R. Tyson’s reported Tyson Foods (TSN) share ownership after these transactions?

Following the reported transactions, John R. Tyson beneficially owned 40,231.859 shares of Tyson Foods Class A Common Stock, including shares accumulated through the employee stock purchase plan and dividend reinvestment plan.

Why were some of John R. Tyson’s Tyson Foods shares withheld?

Certain vested restricted and performance shares were withheld by Tyson Foods pursuant to the award agreements to satisfy tax withholding obligations related to the vesting events on November 17–18, 2025.