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[Form 4] TYSON FOODS, INC. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Tyson Foods (TSN)November 17, 2025, 2,291.073 restricted Class A shares vested and were withheld to cover tax obligations, and 448.81 performance shares vested into Class A common stock based on a cumulative operating income performance target of $1.161 billion for fiscal 2024. On November 18, 2025, 1,260.234 restricted stock units and 2,940.165 restricted Class A shares vested, with shares again withheld for taxes.

The filing notes that a separate performance share grant tied to longer-term metrics, including a cumulative operating income target of $12 billion, relative shareholder return versus a peer group, and an 11.5% return on invested capital target, expired without vesting. The officer’s holdings also include shares accumulated through Tyson’s employee stock purchase plan and dividend reinvestment plan, which are exempt from concurrent Section 16 reporting.

Positive
  • None.
Negative
  • None.
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*
Deckinger Adam S.

(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)
ChiefLegalOfficer&AdminOfficer
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) 648 D $53.11 26,631.729 D
Class A Common Stock 11/17/2025 M(2) 448.81 A (2) 27,080.539 D
Class A Common Stock 11/17/2025 F(3) 127 D $53.11 26,953.539 D
Class A Common Stock 11/18/2025 F(4) 357 D $53.66 26,596.539 D
Class A Common Stock 11/18/2025 F(5) 831 D $53.66 27,598.776(6)(7) 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 (8) 11/17/2025 M 448.81 (8) (8) Class A Common Stock 448.81 (8) 0 D
Performance Shares (9) 11/18/2025 M 2,289.377 (9) (9) Class A Common Stock 2,289.377 (9) 0 D
Explanation of Responses:
1. On November 17, 2025, 2,291.073 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.
2. On November 17, 2025, 448.81 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, 1,260.234 restricted stock units vested. The restricted stock units 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. On November 18, 2025, 2,940.165 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.
6. Includes 1,212.061 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.
7. Includes 621.176 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.
8. These performance shares vested as described in footnote 2.
9. 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/ Adam S. Deckinger 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.

FAQ

What insider transaction did Tyson Foods (TSN) report on this Form 4?

The Form 4 reports equity awards for Tyson Foods’ Chief Legal and Administrative Officer that vested on November 17 and 18, 2025, including restricted stock, restricted stock units, and performance shares, with a portion of the shares withheld to satisfy tax obligations.

How many Tyson Foods restricted shares vested for the reporting person?

On November 17, 2025, 2,291.073 restricted Class A shares vested. On November 18, 2025, an additional 2,940.165 restricted Class A shares vested, along with 1,260.234 restricted stock units.

What performance metrics affected the Tyson Foods (TSN) performance share vesting?

One grant vested based on a cumulative operating income target of $1.161 billion for fiscal 2024. Another grant was tied to a $12 billion cumulative operating income target for 2023–2025, relative shareholder return against a peer group, and an 11.5% return on invested capital target.

Did any Tyson Foods performance share awards fail to vest?

Yes. A performance share grant awarded on November 18, 2022, which could have vested at up to 200% per performance criterion, expired on November 18, 2025 without any shares vesting.

Why were some Tyson Foods shares withheld from the reporting person?

For each vesting event, shares of Class A Common Stock were withheld by Tyson Foods under the award agreements to satisfy the reporting person’s tax withholding obligations.

What additional Tyson Foods (TSN) shares does the officer hold from plans?

The report states the officer’s holdings include 1,212.061 shares purchased through the employee stock purchase plan and 621.176 shares received under the dividend reinvestment plan, both exempt from concurrent Section 16 reporting.

Tyson Foods

NYSE:TSN

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18.73B
275.89M
2.51%
87.7%
2.42%
Farm Products
Poultry Slaughtering and Processing
Link
United States
SPRINGDALE