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TSN COO Devin Cole reports new RSU and performance share awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tyson Foods, Inc. (TSN) Chief Operating Officer Devin Cole reported equity awards tied to his compensation. On 11/25/2025, he acquired 3,010.151 shares of Class A Common Stock at $0, increasing his direct holdings to 70,389.155 shares. He also acquired an additional 51,627.581 shares of Class A Common Stock at $0, bringing his directly held Class A Common Stock to 122,016.736 shares after the reported transactions.

The filing explains that these include an award of restricted stock units that vest in equal annual installments over three years, with each unit representing one share of Class A Common Stock. Cole also received 51,627.582 performance shares that may vest on November 25, 2028 if Tyson meets specified operating income targets for fiscal 2026–2028 and relative total shareholder return goals versus a defined peer group.

Positive

  • None.

Negative

  • None.
Insider COLE DEVIN
Role Chief Operating Officer
Type Security Shares Price Value
Grant/Award Performance Shares 51,627.582 $0.00 --
Grant/Award Class A Common Stock 3,010.151 $0.00 --
Grant/Award Class A Common Stock 51,627.581 $0.00 --
Holdings After Transaction: Performance Shares — 51,627.582 shares (Direct); Class A Common Stock — 70,389.155 shares (Direct)
Footnotes (1)
  1. 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. 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.
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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*
COLE DEVIN
(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 Operating 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 A(1) 3,010.151 A $0 70,389.155 D
Class A Common Stock 11/25/2025 A(1) 51,627.581 A $0 122,016.736 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 (2) 11/25/2025 A 51,627.582 (2) (2) Class A Common Stock 51,627.582 (2) 51,627.582 D
Explanation of Responses:
1. 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.
2. 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 Devin Cole 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.
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 equity awards did Tyson Foods (TSN) COO Devin Cole receive?

Devin Cole received restricted stock units that convert into Class A Common Stock over three years and 51,627.582 performance shares that may vest based on future performance.

How many Tyson Foods Class A shares does Devin Cole hold after this Form 4?

Following the reported transactions, Devin Cole directly holds 122,016.736 shares of Tyson Foods Class A Common Stock.

When do Devin Coles Tyson Foods RSUs vest?

The restricted stock units vest in equal annual increments on each of the first, second, and third anniversaries of the grant date and are fully vested after three years.

What are the performance conditions for Tyson Foods (TSN) performance shares granted to Devin Cole?

The performance shares vest on November 25, 2028 if Tyson achieves a three-year cumulative operating income target for fiscal 2026–2028 and a favorable relative total shareholder return versus a specified peer group.

At what level can Tyson Foods performance shares vest for Devin Cole?

Subject to achieving the performance metrics in the Stock Incentive Agreement, the performance shares can vest between 50% and 200% of the target amount and are reported at the 100% level.

Did Devin Cole pay cash for the Tyson Foods shares reported?

The reported acquisitions of Class A Common Stock on 11/25/2025 list a price of $0 per share, indicating these are equity awards rather than open-market purchases.