Tyson Foods CFO Curt Calaway updates TSN insider share ownership

Rhea-AI Filing Summary

Tyson Foods (TSN) chief financial officer Curt Calaway reported multiple equity award events and updated share holdings. On November 17, 2025, 3,077.555 performance shares vested and became Class A common stock, and 549.857 restricted shares also vested. On November 17 and 18, 2025, the company withheld several blocks of shares, including 1,332, 238, 550, 1,561 and 1,665 shares, at prices around $53.11–$53.66 to cover tax obligations on these vestings. A separate grant of 4,578.754 performance shares expired on November 18, 2025 without any shares vesting, following performance criteria tied to operating income, relative shareholder return and return on invested capital. After these transactions, Calaway directly held 31,833.428 Class A shares and indirectly held 27,099.482 shares through a joint revocable trust.

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

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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^*

Calaway Curt

(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)
	Chief Financial Officer

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		M(1)		3,077.555	A	(1)	34,857.033	D
Class A Common Stock	11/17/2025		F(2)		1,332	D	$53.11	33,525.033	D
Class A Common Stock	11/17/2025		F(3)		238	D	$53.11	33,287.033	D
Class A Common Stock	11/18/2025		F(4)		550	D	$53.66	32,737.033	D
Class A Common Stock	11/18/2025		F(5)		1,561	D	$53.66	31,176.033	D
Class A Common Stock	11/18/2025		F(6)		1,665	D	$53.66	31,833.428(7)(8)	D
Class A Common Stock								27,099.482	I	Joint Revocable Trust

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	(9)	11/17/2025		M			3,077.555	(9)	(9)	Class A Common Stock	3,077.555	(9)	0	D
Performance Shares	(10)	11/18/2025		M			4,578.754	(10)	(10)	Class A Common Stock	4,578.754	(10)	0	D

Explanation of Responses:

1. On November 17, 2025, 3,077.555 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.

2. 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 1.

3. On November 17, 2025, 549.857 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.

4. On November 18, 2025, 1,269.734 shares of restricted stock vested. The restricted stock was 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, 3,608.385 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.

6. On November 18, 2025, 3,848.945 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.

7. Includes 837.713 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. Includes 1,484.682 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.

9. These performance shares vested as described in footnote 1.

10. 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 Curt Calaway	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).
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FAQ

What did Tyson Foods (TSN) CFO Curt Calaway report in this Form 4?

He reported vesting of performance shares and restricted stock, related share withholding for taxes, the expiration of a separate performance share grant, and his updated Class A common stock holdings.

How many Tyson Foods performance shares vested for the CFO on November 17, 2025?

On November 17, 2025, 3,077.555 performance shares vested and were reported as acquired Class A common stock, in addition to 549.857 vested restricted shares.

Why were some Tyson Foods (TSN) shares marked with transaction code F in the Form 4?

Shares with transaction code F, including 1,332, 238, 550, 1,561 and 1,665 shares at prices around $53.11–$53.66, were withheld by Tyson Foods to satisfy tax withholding obligations tied to the vesting of equity awards.

What happened to the Tyson Foods performance share grant referenced in footnote 10?

On November 18, 2025, the grant of 4,578.754 performance shares expired without any shares vesting. That grant had performance criteria based on a $12 billion cumulative operating income target, relative shareholder return, and an 11.5% cumulative return on invested capital.

How many Tyson Foods Class A shares does the CFO hold after the reported transactions?

After the reported transactions, Curt Calaway directly held 31,833.428 shares of Tyson Foods Class A common stock and indirectly held 27,099.482 shares through a joint revocable trust.

What performance metric applied to the Tyson Foods performance shares that vested in November 2025?

The performance shares that vested on November 17, 2025 were subject to a cumulative operating income target of $1.161 billion for the 2024 fiscal year under the applicable stock incentive agreement.