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

Rhea-AI Filing Summary

Tyson Foods, Inc. (TSN) reported insider transactions by its Chief Financial Officer, Curt Calaway. He exercised 6,539 non-qualified stock options for Class A Common Stock at $50 per share and sold 6,539 shares at a weighted average price of $57.1914 on the same date. After these trades, he directly held 64,708.392 shares and indirectly held 27,099.482 shares through a joint revocable trust.

Calaway was also granted 32,814.141 restricted stock units (RSUs), vesting in equal annual installments over three years, each RSU representing one share. In addition, he received an award of 32,814.14 performance shares that may vest on November 25, 2028 based on three-year cumulative operating income for fiscal 2026–2028 and relative total shareholder return versus a peer group, with possible vesting from 50 to 200 percent.

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

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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)
11/25/2025

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	11/25/2025		M		6,539	A	$50	38,372.428	D
Class A Common Stock	11/25/2025		S		6,539	D	$57.1914(1)	31,833.428	D
Class A Common Stock	11/25/2025		A(2)		32,814.141	A	$0	64,708.392(3)	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
Non-Qualified Stock Options (Right to Buy)	$50	11/25/2025		M			6,539	11/30/2016	11/30/2025	Class A Common Stock	6,539	$50	0	D
Performance Shares	(4)	11/25/2025		A		32,814.14		(4)	(4)	Class A Common Stock	32,814.14	(4)	32,814.14	D

Explanation of Responses:

1. This is a weighted average price. These shares were sold in multiple transactions on November 25, 2025 at prices ranging from $57.191 to $57.2, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

2. Award of restricted stock units ("RSUs") which will vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. Includes 60.8237 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.

4. Award of performance Class A Common Stock which will vest on November 25, 2028 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three-year (fiscal 2026-2028) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three-year (fiscal 2026-2028) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 100 percent level. If none of the performance metrics are achieved, the award expires.

Remarks:

	/s/ Marissa Savells by Power of Attorney for Curt Calaway	11/26/2025
	** 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.
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FAQ

What insider transactions did Tyson Foods (TSN) CFO Curt Calaway report?

Curt Calaway reported exercising 6,539 non-qualified stock options for Tyson Foods Class A Common Stock at $50 per share and selling 6,539 shares at a weighted average price of $57.1914 on the same date.

How many Tyson Foods (TSN) shares does the CFO own after these transactions?

After the reported transactions, Curt Calaway beneficially owned 64,708.392 shares of Tyson Foods Class A Common Stock directly and 27,099.482 shares indirectly through a Joint Revocable Trust.

What RSU awards did Tyson Foods (TSN) grant to its CFO?

Tyson Foods granted Curt Calaway 32,814.141 restricted stock units (RSUs). These RSUs vest in equal annual increments on each of the first, second, and third anniversaries of the grant, and each RSU represents a contingent right to receive one share of Class A Common Stock.

What performance share awards did Tyson Foods (TSN) CFO receive and when can they vest?

Calaway received 32,814.14 performance shares of Class A Common Stock, which can vest on November 25, 2028 if performance metrics in the Stock Incentive Agreement are achieved. Vesting can range from 50 to 200 percent of the target amount and is reported at the 100 percent level.

What performance metrics determine vesting of Tyson Foods (TSN) performance shares?

The performance shares vest based on two metrics: (1) achievement of a three-year cumulative operating income target for fiscal 2026–2028, and (2) relative total shareholder return of Tyson Foods Class A Common Stock compared to a predetermined peer group over the same three-year fiscal period.

How were the reported Tyson Foods (TSN) share sales priced?

The 6,539 shares sold by Curt Calaway on the transaction date were executed at a weighted average price of $57.1914 per share, with individual trades ranging from $57.191 to $57.2, inclusive.

What does the Form 4 say about Tyson Foods (TSN) Employee Stock Purchase Plan shares?

The filing notes that the total direct holdings include 60.8237 shares of Class A Common Stock purchased under Tyson Foods' Employee Stock Purchase Plan since the last report, and these acquisitions are exempt from concurrent Section 16 reporting under Rule 16b-3.