Tyson Foods, Inc 10-Q for FY2026 Q3
Tyson Foods, Inc. (TSN)
10-Q
2026-08-03
For: 2026-06-27
View Original
Added on
August 03, 2026
About this 10-Q
Tyson Foods, Inc filed this 10-Q on August 3, 2026, covering the quarter ended June 27, 2026 (FY2026 Q3).
Headline figures
Quarter ended June 27, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $13.87B
- down 0.1% from $13.88B a year earlier
- Net income
- $182M
- up 198.4% from net income of $61M a year earlier
- Diluted EPS
- $0.52
- up 205.9% from $0.17 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the quarterly period ended June 27, 2026
or
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from to
(Commission File Number)
______________________________________________
(Exact name of registrant as specified in its charter)
______________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||||||||
| (Registrant’s telephone number, including area code) | |||||||||||||||||||||||
Not applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
| Par Value | $ | |||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | ||||||||||||||||||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | ||||||||||||||||||
| Emerging Growth Company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of June 27, 2026.
| Class | Outstanding Shares | |||||||
| Class A Common Stock, $0.10 Par Value (Class A stock) | ||||||||
| Class B Common Stock, $0.10 Par Value (Class B stock) | ||||||||
Class B stock is not listed for trading on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.
TABLE OF CONTENTS
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In millions, except per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of Sales | |||||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Selling, General and Administrative | |||||||||||||||||||||||
| Goodwill Impairment | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Other (Income) Expense: | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Total Other (Income) Expense | |||||||||||||||||||||||
| Income before Income Taxes | |||||||||||||||||||||||
| Income Tax Expense | |||||||||||||||||||||||
| Net Income | |||||||||||||||||||||||
| Less: Net Income Attributable to Noncontrolling Interests | |||||||||||||||||||||||
| Net Income Attributable to Tyson | $ | $ | $ | $ | |||||||||||||||||||
| Net Income Per Share Attributable to Tyson: | |||||||||||||||||||||||
| Class A Basic | $ | $ | $ | $ | |||||||||||||||||||
| Class B Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Consolidated Condensed Financial Statements.
1
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | |||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other Comprehensive Income (Loss), Net of Taxes: | ||||||||||||||||||||||||||
| Derivatives accounted for as cash flow hedges | ( | ( | ||||||||||||||||||||||||
| Investments | ( | |||||||||||||||||||||||||
| Currency translation | ( | ( | ||||||||||||||||||||||||
| Total Other Comprehensive Income (Loss), Net of Taxes | ( | ( | ||||||||||||||||||||||||
| Comprehensive Income | ||||||||||||||||||||||||||
| Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests | ||||||||||||||||||||||||||
| Comprehensive Income Attributable to Tyson | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying Notes to Consolidated Condensed Financial Statements.
2
TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions, except share and per share data)
(Unaudited)
| June 27, 2026 | September 27, 2025 | ||||||||||
| Assets | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Net Property, Plant and Equipment | |||||||||||
| Goodwill | |||||||||||
| Intangible Assets, net | |||||||||||
| Other Assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current Liabilities: | |||||||||||
| Current debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Other current liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-Term Debt | |||||||||||
| Deferred Income Taxes | |||||||||||
| Other Liabilities | |||||||||||
Commitments and Contingencies (Note 14) | |||||||||||
| Shareholders’ Equity: | |||||||||||
| Common stock ($0.10 par value): | |||||||||||
| Class A-authorized 900 million shares, issued 378 million shares | |||||||||||
| Convertible Class B-authorized 900 million shares, issued 70 million shares | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Treasury stock, at cost – 96 million shares at June 27, 2026 and 95 million shares at September 27, 2025 | ( | ( | |||||||||
| Total Tyson Shareholders’ Equity | |||||||||||
| Noncontrolling Interests | |||||||||||
| Total Shareholders’ Equity | |||||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | |||||||||
See accompanying Notes to Consolidated Condensed Financial Statements.
3
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock: | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at beginning and end of period | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Class B Common Stock: | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at beginning and end of period | |||||||||||||||||||||||||||||||||||||||||||||||
| Capital in Excess of Par Value: | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at beginning of period | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and other | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at end of period | |||||||||||||||||||||||||||||||||||||||||||||||
| Retained Earnings: | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at beginning of period | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Income Attributable to Tyson | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Balance at end of period | |||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive Income (Loss), Net of Tax: | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at beginning of period | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to Tyson | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at end of period | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Treasury Stock: | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at beginning of period | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Purchase of Class A common stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at end of period | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Total Shareholders’ Equity Attributable to Tyson | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Equity Attributable to Noncontrolling Interests: | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Currency translation and other | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Total Equity Attributable to Noncontrolling Interests | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Total Shareholders’ Equity | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to Consolidated Condensed Financial Statements.
4
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Nine Months Ended | |||||||||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||||||||
| Cash Flows From Operating Activities: | |||||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Deferred income taxes | ( | ||||||||||||||||
| Gain on sale of storage facilities | ( | ||||||||||||||||
| Impairment of goodwill | |||||||||||||||||
| Other, net | |||||||||||||||||
| Net changes in operating assets and liabilities | ( | ( | |||||||||||||||
| Cash Provided by Operating Activities | |||||||||||||||||
| Cash Flows From Investing Activities: | |||||||||||||||||
| Additions to property, plant and equipment | ( | ( | |||||||||||||||
| Purchases of marketable securities | ( | ( | |||||||||||||||
| Proceeds from sale of marketable securities | |||||||||||||||||
| Proceeds from sale of storage facilities | |||||||||||||||||
| Acquisition of equity investments | ( | ||||||||||||||||
| Other, net | |||||||||||||||||
| Cash Used for Investing Activities | ( | ( | |||||||||||||||
| Cash Flows From Financing Activities: | |||||||||||||||||
| Proceeds from issuance of debt | |||||||||||||||||
| Payments on debt | ( | ( | |||||||||||||||
| Proceeds from issuance of commercial paper | |||||||||||||||||
| Repayments of commercial paper | ( | ||||||||||||||||
| Purchases of Tyson Class A common stock | ( | ( | |||||||||||||||
| Dividends | ( | ( | |||||||||||||||
| Stock options exercised | |||||||||||||||||
| Other, net | ( | ( | |||||||||||||||
| Cash Used for Financing Activities | ( | ( | |||||||||||||||
| Effect of Exchange Rate Changes on Cash | ( | ||||||||||||||||
| Decrease in Cash and Cash Equivalents and Restricted Cash | ( | ( | |||||||||||||||
| Cash and Cash Equivalents and Restricted Cash at Beginning of Year | |||||||||||||||||
| Cash and Cash Equivalents and Restricted Cash at End of Period | |||||||||||||||||
| Less: Restricted Cash at End of Period | |||||||||||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | |||||||||||||||
See accompanying Notes to Consolidated Condensed Financial Statements.
5
TYSON FOODS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: ACCOUNTING POLICIES
Basis of Presentation
The consolidated condensed financial statements are unaudited and have been prepared by Tyson Foods, Inc. (“Tyson,” “the Company,” “we,” “us” or “our”). Certain information and accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Although we believe the disclosures contained herein are adequate to make the information presented not misleading, these consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. Preparation of consolidated condensed financial statements requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of June 27, 2026 and the results of operations for the three and nine months ended June 27, 2026 and June 28, 2025. Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for the full year.
Consolidation
The consolidated condensed financial statements include the accounts of all wholly-owned subsidiaries, as well as majority-owned subsidiaries over which we exercise control and, when applicable, entities for which we have a controlling financial interest or variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated in consolidation.
Goodwill and Intangible Assets
Goodwill and indefinite life intangible assets are initially recorded at fair value and not amortized, but are reviewed for impairment at least annually, or more frequently if impairment indicators arise. The first day of the fourth quarter is our annual impairment assessment date for goodwill and indefinite life intangible assets. However, we could be required to evaluate the recoverability of goodwill and indefinite life intangible assets outside of the required annual assessment if, among other things, we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of the business, sustained decline in market capitalization or significant changes in macro-economic factors such as increased interest and discount rates.
Our goodwill and indefinite life intangible assets are evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative test is necessary. If it is determined, based on qualitative factors, the fair value of the reporting unit or indefinite life intangible asset may more likely than not be less than the carrying value, or if significant changes to macro-economic factors have occurred that could materially impact fair value, a quantitative impairment test would be required. The quantitative test is to identify if a potential impairment exists by comparing the fair value of a reporting unit or indefinite life intangible asset with its carrying value. If the carrying value of the reporting unit or indefinite life intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill or the indefinite life intangible asset.
Our qualitative assessments for the first three quarters of fiscal 2026 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative test was deemed necessary. We consider reporting units and indefinite life intangible assets that have 20 0.2 billion at June 27, 2026, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination, which was in the fourth quarter of fiscal 2025. All of our other remaining reporting units and all our indefinite life intangible assets' estimated fair values exceeded their carrying values by more than 20 20
Some of the inherent estimates and assumptions used in determining fair value of the reporting units and indefinite life intangible assets are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in material impairments of our goodwill or indefinite life intangible assets.
6
Supplier Financing Programs
We have supplier financing programs with financial institutions, in which we agree to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers. Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow the supplier to receive early payment from the financial institution. Supplier participation in these programs has no bearing on the Company's amounts due. The payment terms that we have with participating suppliers under these programs are generally up to 120 days. We do not have an economic interest in any supplier's participation in the program or a direct financial relationship with the financial institution funding the program and we are only responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier. The outstanding payment obligations due to the financial institutions as of the end of a period are included in accounts payable in the Consolidated Condensed Balance Sheets. The activity related to these programs is reflected within the operating activities section of the Consolidated Condensed Statements of Cash Flows. Amounts outstanding on our supplier financing programs were $198 million and $52 million as of June 27, 2026 and September 27, 2025, respectively.
Use of Estimates
Recently Issued Accounting Pronouncements
In November 2025, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance to address several incremental hedge accounting issues arising from the global reference rate reform initiative. This guidance is effective for annual reporting periods beginning after December 15, 2026, our fiscal 2028, and interim reporting periods within those annual reporting periods. Amendments should be applied using a prospective approach, with the option to adopt the amendments in this update for hedging relationships that exist as of the date of adoption. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
In September 2025, the FASB issued authoritative guidance to modernize the accounting for internal-use software costs including the elimination of the stage-based capitalization model and updated disclosure requirements. The guidance is effective for annual reporting periods beginning after December 15, 2027, our fiscal 2029, and interim reporting periods within those annual reporting periods. Amendments can be applied using a prospective transition approach, a modified transition approach or a retrospective transition approach. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
In November 2024, the FASB issued authoritative guidance to disclose certain additional expense information including, among other items, purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each Consolidated Statement of Income expense caption. The guidance is effective for annual reporting periods beginning after December 15, 2026, our fiscal 2028, and interim reporting periods within fiscal years beginning after December 15, 2027, our fiscal 2029. Amendments can be applied using either the prospective or the retrospective approach. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
In December 2023, the FASB issued authoritative guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance is effective for annual reporting periods beginning after December 15, 2024, our fiscal 2026, and should be applied on a prospective basis with the option to apply retrospectively. We will include the required disclosures when it becomes effective in our fiscal 2026 annual reporting, on a prospective basis. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
NOTE 2: INVENTORIES
The following table reflects the major components of inventory (in millions):
| June 27, 2026 | September 27, 2025 | ||||||||||
| Processed products | $ | $ | |||||||||
| Livestock | |||||||||||
| Supplies and other | |||||||||||
| Total inventory | $ | $ | |||||||||
7
NOTE 3: PROPERTY, PLANT AND EQUIPMENT
The major categories of property, plant and equipment and accumulated depreciation are as follows (in millions):
| June 27, 2026 | September 27, 2025 | ||||||||||
| Land | $ | $ | |||||||||
| Buildings and leasehold improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Land improvements and other | |||||||||||
| Buildings and equipment under construction | |||||||||||
| Less accumulated depreciation | |||||||||||
| Net Property, Plant and Equipment | $ | $ | |||||||||
NOTE 4: OTHER CURRENT LIABILITIES
Other current liabilities are as follows (in millions):
| June 27, 2026 | September 27, 2025 | ||||||||||
| Accrued salaries, wages and benefits | $ | $ | |||||||||
| Taxes payable | |||||||||||
| Accrued current legal contingencies | |||||||||||
| Other | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
NOTE 5: RESTRUCTURING AND RELATED CHARGES
Network Optimization Plan
In the first quarter of fiscal 2025, the Company initiated a network optimization plan to optimize its global operations and logistics network. We are reporting on actions approved through the third quarter of fiscal 2026. The Company continues to strategically evaluate its operations and network and may approve additional actions. If the Company makes significant changes to its strategies, outlook or manner in which it plans to use these assets, it may incur additional charges in future periods.
During the first nine months of fiscal 2026, the Company increased the estimated pretax charges by $155 million for additional actions approved to date under the network optimization plan. This increase reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition of another facility to a single shift, the closure of a production facility in the Prepared Foods segment and efforts to reduce support costs across all segments and corporate functions. The estimated pretax charges decreased $23 million in the third quarter of fiscal 2026, due to an estimated gain on the sale of assets expected to close in the fourth quarter related to network changes in the Beef segment approved in the first quarter of fiscal 2026.
As a result, we now expect to recognize total pretax net charges of $241 million for actions approved through June 27, 2026. These charges include $181 million of net charges that have resulted or will result in cash outflows and $190 million of non-cash charges, partially offset by a $107 million gain recognized from the sale of storage facilities and a $23 million estimated gain on the expected sale of assets in the Beef segment. Additionally, we have received $296 million of proceeds from the sale of storage facilities to date. Through the third quarter of fiscal 2026, we have recognized $240 million of the expected total pretax charges and estimate that the remaining $1 million of net charges will be incurred over future periods, including income of $20 million during the remainder of fiscal 2026, consisting of a $23 million estimated gain on the expected sale of assets in the Beef segment, partially offset by $3 million of charges. We expect to incur costs related to the network optimization plan over a multi-year period and anticipate additional charges in the future as further actions are approved.
We recognized net charges of $32 million and $195 million related to the network optimization plan in the third quarter and first nine months of fiscal 2026, respectively. These charges primarily consisted of accelerated depreciation and asset write-offs related to the Beef and Prepared Foods segment network changes, severance and related costs and contract and lease termination costs. The first nine month charges included $99 million that have resulted or will result in cash outflows and $96 million of non-cash charges.
In the third quarter of fiscal 2025, we recognized income of $83 million related to the network optimization plan, consisting of a gain of $107 million from the sale of storage facilities, partially offset by $24 million of charges. For the first nine months of fiscal 2025, we recognized net charges of $33 million. These charges primarily related to the closure of two facilities in the Prepared Foods segment, the closure of a non-harvesting facility in the Beef segment and asset write-offs in the Chicken, Prepared Foods and International segments. The charges included $51 million that have resulted or will result in cash outflows and $89 million of non-cash charges.
8
The following table reflects pretax (income) expense related to the network optimization plan in the nine months of fiscal 2026 (in millions):
| Beef | Pork | Chicken | Prepared Foods | International | Corporate Expenses | Total | |||||||||||||||||
| Cost of Sales: | |||||||||||||||||||||||
| Severance and related costs | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Accelerated depreciation | |||||||||||||||||||||||
| Asset write-offs (gain on sale) | ( | ( | |||||||||||||||||||||
| Contract and lease terminations | |||||||||||||||||||||||
| Total Cost of Sales | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||
| Selling, General and Administrative: | |||||||||||||||||||||||
| Severance and related costs | |||||||||||||||||||||||
| Total Selling, General and Administrative | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Non-Operating (Income)/Expense | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||
The following table reflects pretax (income) expenses related to the network optimization plan in the nine months of fiscal 2025 (in millions):
| Beef | Pork | Chicken | Prepared Foods | International | Corporate Expenses | Total | |||||||||||||||||
| Cost of Sales: | |||||||||||||||||||||||
| Severance and related costs | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Accelerated depreciation | |||||||||||||||||||||||
| Asset write-offs (gain on sale) | |||||||||||||||||||||||
| Contract and lease terminations | |||||||||||||||||||||||
| Gain on sale of storage facilities | ( | ( | ( | ||||||||||||||||||||
| Total Cost of Sales | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||
| Selling, General and Administrative: | |||||||||||||||||||||||
| Severance and related costs | |||||||||||||||||||||||
| Total Selling, General and Administrative | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||
The following table reflects our liability related to the network optimization plan as of June 27, 2026 (in millions):
| Balance at September 27, 2025 | Expenses | Payments | Balance at June 27, 2026 | |||||||||||
| Contract, lease and pension terminations | $ | $ | $ | ( | $ | |||||||||
| Severance and related costs | ( | |||||||||||||
| Total | $ | $ | $ | ( | $ | |||||||||
In July 2026, we completed the sale of our 40 % minority interest in a vertically-integrated Brazilian poultry producer, which was accounted for under the equity method, for $120 million including $84 million received at closing and $36 million to be paid in July 2027. As a result of the sale, we do not expect to recognize a significant gain or loss in our fiscal year 2026 Consolidated Statement of Income.
Executive Leadership Transition
During the third quarter of fiscal 2026, we announced certain executive leadership changes, including the transition of our Chief Executive Officer and Chief Operating Officer from their respective roles, the appointment of their successors and the execution of a new employment agreement with the Chairman of our Board of Directors. In connection with these transitions, we recognized charges of $73 41 32 29 million associated with these transitions in the fourth quarter of fiscal 2026.
9
Plant Closures and Disposals
The following table reflects our liability related to plant closures as of June 27, 2026 (in millions):
| Balance at September 27, 2025 | Plant Closure Charges | Payments | Balance at June 27, 2026 | |||||||||||
| Contract termination | $ | $ | $ | ( | $ | |||||||||
| Severance and retention | ||||||||||||||
| Total | $ | $ | $ | ( | $ | |||||||||
NOTE 6: DEBT
The major components of debt are as follows (in millions):
| June 27, 2026 | September 27, 2025 | ||||||||||
| Revolving credit facility | $ | $ | |||||||||
| Revolving term loan credit facility | |||||||||||
| Commercial paper | |||||||||||
| Senior notes: | |||||||||||
| 4.00% Notes due March 2026 (“2026 Notes”) | |||||||||||
| 3.55% Notes due June 2027 | |||||||||||
| 7.00% Notes due January 2028 | |||||||||||
| 4.35% Notes due March 2029 (“2029 Notes”) | |||||||||||
| 5.40% Notes due March 2029 | |||||||||||
| 6.13% Notes due November 2032 | |||||||||||
| 5.70% Notes due March 2034 | |||||||||||
| 4.88% Notes due August 2034 | |||||||||||
| 4.95% Notes due February 2036 (“2036 Notes”) | |||||||||||
| 5.15% Notes due August 2044 | |||||||||||
| 4.55% Notes due June 2047 | |||||||||||
| 5.10% Notes due September 2048 (“2048 Notes”) | |||||||||||
| Discount on senior notes | ( | ( | |||||||||
| Term loan facility due May 2028 | |||||||||||
| Finance Leases | |||||||||||
| Other | |||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Total debt | |||||||||||
| Less current debt | |||||||||||
| Total long-term debt | $ | $ | |||||||||
Revolving Credit Facility and Letters of Credit
We have a $2.5 billion revolving credit facility that supports short-term funding needs and serves as a backstop to our commercial paper program. The facility will mature and the commitments thereunder will terminate in April 2030 with options for two one-year extensions. Under the terms of the revolving credit facility, we have the option to establish incremental commitment increases of up to an aggregate amount of $500 million if certain conditions are met. At June 27, 2026, amounts available for borrowing under this facility totaled $2.5 billion before deducting amounts to backstop our commercial paper program. At June 27, 2026, we had no outstanding borrowings and no outstanding letters of credit issued under this facility. At June 27, 2026, we had $81 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon. Our letters of credit are issued primarily in support of workers’ compensation insurance programs and other legal obligations. In the future, if any of our subsidiaries shall guarantee any of our material indebtedness, such subsidiary shall be required to guarantee the indebtedness, obligations and liabilities under this facility.
10
Revolving Term Loan Credit Facility
In December 2025, we entered into a $750 million revolving term loan credit facility. The facility will mature and commitments thereunder will terminate in December 2028. We may make an election prior to the facility's maturity date to convert all or part of the outstanding borrowings into one or more term loans that will mature up to seven years after the facility's maturity date. Interest on borrowings under the facility is based either on term or daily simple secured overnight financing rates, with an applicable spread, or an alternative base rate with an applicable spread. The facility contained covenants and other terms that are generally consistent with those of our revolving credit facility. At June 27, 2026, we have not made any borrowing under the facility. Concurrent with the entry into the revolving term loan credit facility, we repaid the $440 million outstanding borrowing under a term loan facility due May 2028 using cash on hand and terminated the facility.
In December 2025, we entered into a $
2036 Notes
In February 2026, we issued senior unsecured notes with a principal amount of $500 million due February 2036. The net proceeds, along with cash on hand, were used to retire the March 2026 Notes. Interest payments on the 2036 Notes are due semi-annually on February 20 and August 20, beginning August 20, 2026. After the original discounts of $2 million, we received net proceeds of $498 million and incurred debt issuance costs of $5 million related to the issuance.
Commercial Paper Program
We have a commercial paper program under which we may issue unsecured short-term promissory notes up to an aggregate maximum principal amount of $1.75 billion. At June 27, 2026, we had no commercial paper outstanding. Our ability to access commercial paper in the future may be limited or its costs increased.
Senior Note Repayments
During the third quarter and first nine months of fiscal 2026, we repurchased $50 million and $75 million, respectively, of senior notes on the open market.
Debt Covenants
Our revolving credit facility and revolving term loan credit facility contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain a minimum interest expense coverage ratio.
Our senior notes also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.
We were in compliance with all debt covenants at June 27, 2026.
NOTE 7: EQUITY
Share Repurchases
As of June 27, 2026, 45.4 million shares remained available for repurchase under the Company's share repurchase program. The program has no fixed or scheduled termination date, and the timing and extent to which we repurchase shares will depend upon, among other things, our working capital needs, markets, industry conditions, liquidity targets, limitations under our debt obligations and regulatory requirements. In addition to the share repurchase program, we purchase shares on the open market to fund certain obligations under our equity compensation plans. A summary of share repurchases of our Class A stock is as follows (in millions):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Dollars | Shares | Dollars | Shares | Dollars | Shares | Dollars | |||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Under share repurchase program | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| To fund certain obligations under equity compensation plans | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total share repurchases | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
11
NOTE 8: INCOME TAXES
Our effective tax rates were 30.1 % and 64.5 % for the third quarter of fiscal 2026 and 2025, respectively, and 28.2 % and 36.0 % for the first nine months of fiscal 2026 and 2025, respectively. In all periods presented, the effective tax rates were higher than the federal statutory tax rate due to state taxes, partially offset by foreign valuation allowance releases. Additionally, the effective tax rates for the third quarter and first nine months of fiscal 2026 were increased by non-deductible officer compensation, and the effective tax rates for the third quarter and first nine months of fiscal 2025 were increased by the impact of a $343 million non-deductible goodwill impairment.
Unrecognized tax benefits were $123 million and $168 million at June 27, 2026 and September 27, 2025, respectively. The decrease is primarily due to the settlement of state and local audits during the second quarter of fiscal 2026.
We are currently under examination by the Internal Revenue Service ("IRS") for fiscal years 2021 and 2022. In the second quarter of fiscal 2026, the IRS issued notices of proposed adjustments related to our foreign-derived intangible income deduction, repairs expenses and research and development tax credits. The proposed adjustments could result in additional U.S. federal income tax payments of up to approximately $127
12
NOTE 9: EARNINGS PER SHARE
The following table sets forth the earnings and weighted average common shares used in the computation of basic and diluted earnings per share (in millions, except per share data):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income attributable to Tyson | |||||||||||||||||||||||
| Less dividends declared: | |||||||||||||||||||||||
| Class A | |||||||||||||||||||||||
| Class B | |||||||||||||||||||||||
| Undistributed earnings (losses) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Class A undistributed earnings (losses) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Class B undistributed earnings (losses) | ( | ( | ( | ||||||||||||||||||||
| Total undistributed earnings (losses) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per share: | |||||||||||||||||||||||
| Class A weighted average shares | |||||||||||||||||||||||
| Class B weighted average shares | |||||||||||||||||||||||
| Denominator for diluted earnings per share: | |||||||||||||||||||||||
| Class A weighted average shares | |||||||||||||||||||||||
| Class B weighted average shares under the if-converted method for diluted earnings per share | |||||||||||||||||||||||
| Effect of dilutive securities: Stock options, restricted stock and performance units | |||||||||||||||||||||||
| Denominator for diluted earnings per share – weighted average shares and assumed conversions | |||||||||||||||||||||||
| Net income per share attributable to Tyson: | |||||||||||||||||||||||
| Class A basic | $ | $ | $ | $ | |||||||||||||||||||
| Class B basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Dividends Declared Per Share: | |||||||||||||||||||||||
| Class A | $ | $ | $ | $ | |||||||||||||||||||
| Class B | $ | $ | $ | $ | |||||||||||||||||||
Approximately 4 million and 5 million of our stock-based compensation shares were antidilutive for the three and nine months ended June 27, 2026, respectively. Approximately 6
We have two classes of capital stock, Class A stock and Class B stock. Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of cash dividends paid to holders of Class B stock cannot exceed 90 % of the cash dividends paid to holders of Class A stock.
We allocate undistributed earnings (losses) based upon a 1.0 to 0.9 ratio per share to Class A stock and Class B stock, respectively. We allocate undistributed earnings based on this ratio due to historical dividend patterns, voting control of Class B shareholders and contractual limitations of dividends to Class B stock.
13
NOTE 10: DERIVATIVE FINANCIAL INSTRUMENTS
Our business operations give rise to certain market risk exposures mostly due to changes in commodity prices, foreign currency exchange rates and interest rates. We manage a portion of these risks through the use of derivative financial instruments to reduce our exposure to commodity price risk, foreign currency risk and interest rate risk. Our risk management programs are periodically reviewed by our Board of Directors’ Audit Committee. These programs and risks are monitored by senior management and may be revised as market conditions dictate. Our current risk management programs utilize various industry-standard models that take into account the implicit cost of hedging. Credit risks associated with our derivative contracts are not significant, as we minimize counterparty exposure by dealing with credit-worthy counterparties and utilizing exchange-traded instruments, margin accounts or letters of credit. Additionally, our derivative contracts are mostly short-term in duration, and we generally do not make use of credit-risk-related contingent features. No significant concentrations of credit risk existed at June 27, 2026.
We had the following net aggregated outstanding notional amounts related to our derivative financial instruments:
| in millions, except soybean meal tons | Metric | June 27, 2026 | September 27, 2025 | ||||||||||||||
| Commodity: | |||||||||||||||||
| Corn | Bushels | ||||||||||||||||
| Soybean Meal | Tons | ||||||||||||||||
| Live Cattle | Pounds | ||||||||||||||||
| Lean Hogs | Pounds | ||||||||||||||||
| Foreign Currency | United States dollar | $ | $ | ||||||||||||||
We recognize all derivative instruments as either assets or liabilities at fair value in the Consolidated Condensed Balance Sheets, with the exception of normal purchases and normal sales expected to result in physical delivery. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument based upon the exposure being hedged (e.g., cash flow hedge or fair value hedge). We designate certain forward contracts as follows:
•Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases (e.g., grains), interest rate swaps and locks and certain foreign exchange forward contracts
•Fair Value Hedges – include certain commodity forward contracts of firm commitments (e.g., livestock)
Cash Flow Hedges
Derivative instruments are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production processes as well as interest rates on our variable rate debt. For the derivative instruments we designate and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Based on market prices as of June 27, 2026, we have net pretax losses of $4 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months. Additionally, we have $8 million of realized losses related to treasury rate locks in connection with the issuance of the 2029 and 2048 Notes, which will be reclassified to earnings over the lives of these notes. During the three and nine months ended June 27, 2026 and June 28, 2025, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges. The following table sets forth the pretax impact of cash flow hedge derivative instruments recognized in OCI (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| Gain (Loss) Recognized in OCI on Derivatives | June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | |||||||||||||||||||||||||||||||
| Cash flow hedge - derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||
Fair Value Hedges
We designate certain derivative contracts as fair value hedges of firm commitments to purchase livestock for harvest. Our objective of these hedges is to minimize the risk of changes in fair value created by fluctuations in commodity prices associated with fixed price livestock firm commitments. For the derivative instruments we designate and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings in the same period. We include the gain or loss on the hedged items (e.g., livestock purchase firm commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position. Ineffectiveness related to fair value hedges was not significant for the three and nine months ended June 27, 2026 and June 28, 2025. The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of June 27, 2026 and September 27, 2025 (in millions):
| Consolidated Condensed Balance Sheets Classification | June 27, 2026 | September 27, 2025 | |||||||||||||||||||||
| Inventory | $ | $ | |||||||||||||||||||||
14
Undesignated Positions
In addition to our designated positions, we also hold derivative contracts for which we do not apply hedge accounting. These include certain derivative instruments related to commodities price risk, including grains, livestock, energy and foreign currency risk. We mark these positions to fair value through earnings at each reporting date.
Reclassification to Earnings
The following table sets forth the total amounts of each income and expense line item presented in the Consolidated Condensed Statements of Income in which the effects of hedges are recorded (in millions):
| Consolidated Condensed Statements of Income Classification | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Cost of Sales | $ | $ | $ | $ | |||||||||||||||||||
| Interest Expense | |||||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
The following table sets forth the pretax impact of the cash flow, fair value and undesignated derivative instruments in the Consolidated Condensed Statements of Income (in millions):
| Consolidated Condensed Statements of Income Classification | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | |||||||||||||||||||||||
| Cost of Sales | Gain (Loss) on cash flow hedges reclassified from OCI to earnings: | |||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Gain (Loss) on fair value hedges: | ||||||||||||||||||||||||||
| Commodity contracts (a) | ||||||||||||||||||||||||||
| Gain (Loss) on derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||
| Commodity contracts | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest Expense | Gain (Loss) on cash flow hedges reclassified from OCI to earnings: | |||||||||||||||||||||||||
| Interest rate contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Other, net | Gain (Loss) on derivatives not designated as hedging instruments: | |||||||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | $ | ||||||||||||||||||||||
The fair value of all outstanding derivative instruments in the Consolidated Condensed Balance Sheets are included in Note 11: Fair Value Measurements.
NOTE 11: FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:
Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.
Level 2 — Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets in non-active markets;
•Inputs other than quoted prices that are observable for the asset or liability; and
•Inputs derived principally from or corroborated by other observable market data.
Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
15
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.
The following tables set forth, by level within the fair value hierarchy, our financial assets and liabilities accounted for at fair value on a recurring basis, according to the valuation techniques we used to determine their fair values (in millions):
| June 27, 2026 | Level 1 | Level 2 | Level 3 | Netting (a) | Total | ||||||||||||||||||||||||
| Other Current Assets: | |||||||||||||||||||||||||||||
| Derivative financial instruments: | |||||||||||||||||||||||||||||
| Designated as hedges | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Undesignated | ( | ||||||||||||||||||||||||||||
| Other Assets: | |||||||||||||||||||||||||||||
| Available-for-sale securities (non-current) | — | ||||||||||||||||||||||||||||
| Deferred compensation assets | — | ||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Other Current Liabilities: | |||||||||||||||||||||||||||||
| Derivative financial instruments: | |||||||||||||||||||||||||||||
| Designated as hedges | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Undesignated | ( | ||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| September 27, 2025 | Level 1 | Level 2 | Level 3 | Netting (a) | Total | ||||||||||||||||||||||||
| Other Current Assets: | |||||||||||||||||||||||||||||
| Derivative financial instruments: | |||||||||||||||||||||||||||||
| Designated as hedges | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Undesignated | ( | ||||||||||||||||||||||||||||
| Other Assets: | |||||||||||||||||||||||||||||
| Available-for-sale securities (non-current) | — | ||||||||||||||||||||||||||||
| Deferred compensation assets | — | ||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Other Current Liabilities: | |||||||||||||||||||||||||||||
| Derivative financial instruments: | |||||||||||||||||||||||||||||
| Designated as hedges | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Undesignated | ( | ||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
(a) Our derivative assets and liabilities are presented in our Consolidated Condensed Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. Additionally, at June 27, 2026 and September 27, 2025, we had $54 million and $187 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.
16
The following table provides a reconciliation between the beginning and ending balance of marketable debt securities measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) (in millions):
| Nine Months Ended | |||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Total realized and unrealized gains (losses): | |||||||||||
| Included in other comprehensive income (loss) | |||||||||||
| Purchases | |||||||||||
| Issuances | |||||||||||
| Settlements | ( | ( | |||||||||
| Balance at end of period | $ | $ | |||||||||
Total gains (losses) for the nine month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period | $ | $ | |||||||||
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Derivative Assets and Liabilities
Our derivative financial instruments primarily include exchange-traded and over-the-counter contracts, which are further described in Note 10: Derivative Financial Instruments. We record our derivative financial instruments at fair value using quoted market prices, adjusted where necessary for credit and non-performance risk and internal models that use readily observable market inputs as their basis, including current and forward market prices and rates. We classify these instruments in Level 2 when quoted market prices can be corroborated utilizing observable current and forward commodity market prices on active exchanges or observable market transactions.
Available-for-Sale Securities
Our investments in marketable debt securities are classified as available-for-sale and are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. Short-term investments with maturities of less than 12 months are included in Other current assets in the Consolidated Condensed Balance Sheets. All other marketable debt securities are included in Other Assets in the Consolidated Condensed Balance Sheets and have maturities ranging up to 43 years.
We classify our investments in U.S. government, U.S. agency, certificates of deposit and commercial paper debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. We classify certain corporate, asset-backed and other debt securities as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated condensed financial statements.
The following table sets forth our available-for-sale securities’ amortized cost basis, fair value and unrealized gain (loss) by significant investment category (in millions):
| June 27, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||||
| Amortized Cost Basis | Fair Value | Unrealized Gain (Loss) | Amortized Cost Basis | Fair Value | Unrealized Gain (Loss) | ||||||||||||||||||||||||||||||
| Available-for-sale securities: | |||||||||||||||||||||||||||||||||||
| Debt securities: | |||||||||||||||||||||||||||||||||||
| U.S. treasury and agency | $ | $ | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||
| Corporate and asset-backed | |||||||||||||||||||||||||||||||||||
Unrealized holding gains (losses), net of tax, are excluded from earnings and reported in OCI until the security is settled or sold. On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are due to credit or non-credit factors. Losses on debt securities where we have the intent, or will more than likely be required, to sell the security prior to recovery, would be recorded as a direct write-off of amortized cost basis through earnings. Losses on debt securities where we do not have the intent, or would not more than likely be required to sell the security prior to recovery, would be further evaluated to determine whether the loss is credit or non-credit related. Credit-related losses would be recorded through an allowance for credit losses through earnings and non-credit related losses through OCI.
17
We consider many factors in determining whether a loss is credit related, including the financial condition and near-term prospects of the issuer, borrower repayment characteristics for asset-backed securities, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. We recognized no
Deferred Compensation Assets
We maintain non-qualified deferred compensation plans for certain executives and other highly compensated team members. Investments are generally maintained within a trust and include money market funds, mutual funds and life insurance policies. The cash surrender value of the life insurance policies is invested primarily in mutual funds. The investments are recorded at fair value based on quoted market prices and are included in Other Assets in the Consolidated Condensed Balance Sheets. We classify the investments, which have observable market prices in active markets, in Level 1 as these are generally publicly-traded mutual funds. The remaining deferred compensation assets are classified in Level 2, as fair value can be corroborated based on observable market data. Realized and unrealized gains (losses) on deferred compensation are included in earnings.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges and, with respect to our equity investments without readily determinable fair values, recorded by applying the measurement alternative for which such investments are recorded at cost and adjusted for an observable price change in an orderly transaction for an identical or similar investment of the same issuer.
In the first quarter of fiscal 2026, we recorded impairment charges of $75 million in Other, net in the Consolidated Condensed Statements of Income, related to our equity investments. These equity investments are included in Other Assets in the Consolidated Balance Sheets, do not have readily determinable fair values and were measured using a market approach which utilized Level 3 inputs. In the third quarter of fiscal 2025, we recorded a goodwill impairment charge of $343 million in our Beef segment. We estimated the fair value of our reporting units utilizing various valuation techniques, with the primary technique being a discounted cash flow method, which incorporated significant unobservable Level 3 inputs. Additionally, in the third quarter of fiscal 2025, we recorded a fixed asset impairment charge of $19 million as a result of our decision to sell a storage facility. This charge was recorded in Cost of Sales in the Consolidated Condensed Statements of Income and was derived using Level 3 inputs and was driven by management's estimate of the potential proceeds from the disposal of the assets. We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the nine months ended June 27, 2026 and June 28, 2025.
Other Financial Instruments
Fair value of our debt is principally estimated using Level 2 inputs based on quoted prices for those or similar instruments. Fair value and carrying value for our debt are as follows (in millions):
| June 27, 2026 | September 27, 2025 | ||||||||||||||||||||||
| Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||
| Total debt | $ | $ | $ | $ | |||||||||||||||||||
18
NOTE 12: OTHER COMPREHENSIVE INCOME (LOSS)
The before and after-tax changes in the components of other comprehensive income (loss) are as follows (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Before Tax | Tax | After Tax | Before Tax | Tax | After Tax | Before Tax | Tax | After Tax | Before Tax | Tax | After Tax | ||||||||||||||||||||||||||||||||||||
| Derivatives accounted for as cash flow hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
| (Gain) loss reclassified to interest expense | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| (Gain) loss reclassified to cost of sales | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Investments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Currency translation: | |||||||||||||||||||||||||||||||||||||||||||||||
Translation adjustment(a) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Translation loss reclassified to cost of sales | |||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | ( | $ | $ | ( | $ | $ | ( | $ | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
NOTE 13: SEGMENT REPORTING
We operate in five reportable segments: Beef, Pork, Chicken, Prepared Foods and International. We measure segment profit as segment operating income (loss). Previously, International was a non-reportable segment and was presented within International/Other. Effective in the first quarter of fiscal 2026, International was identified as a reportable segment.
Our President and Chief Executive Officer is the Chief Operating Decision Maker ("CODM") of the Company. Commencing in the first quarter of fiscal 2026, we no longer allocate corporate expenses and amortization to our segments as these items are no longer used by our CODM in assessing the performance of, or in allocating resources to, the segments. The CODM uses segment operating income (loss) as the segment profitability measure to assess performance and allocate resources. Segment operating income (loss) is now defined as Operating Income (Loss) less corporate expenses and amortization to account for the changes to our segment results described above. Corporate expenses are unallocated general and administrative costs, including the costs of corporate functions, that are shared across multiple segments. Amortization includes amortization generated from intangible assets including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software. Segment operating income (loss) is utilized during our budgeting and forecasting process to assess profitability and to enable decision making regarding strategic initiatives and capital investments across all reportable segments. Our CODM considers variances of actual performance to our annual operating plan and periodic forecasts when making decisions. All prior period amounts have been recast to reflect the new presentation of segment operating income (loss).
Significant expenses are expenses which are regularly provided to the CODM and are included in segment operating income (loss). These consist of segment cost of sales, segment selling, general and administrative expenses and various items affecting comparability. Segment Cost of Sales includes raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly related to production planning, food safety and quality assurance costs and transportation and warehousing expenses, excluding the impact of items affecting comparability. Segment Selling, General and Administrative expenses include the costs to execute sales to customers, costs related to selling, marketing, advertising and promotional activities and other general and administrative operating costs that are not directly related to manufacturing as well as other expense items, excluding the impact of items affecting comparability. Items affecting comparability include restructuring and related charges (including network optimization), plant closure and disposal charges (net of gains), goodwill and intangible impairments, brand and product line discontinuations, facility fire related costs (net of insurance proceeds), and certain non-ordinary course legal, regulatory and other matters.
19
Beef
Beef includes our operations related to processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes sales from specialty products such as hides, rendered products and variety meats, as well as logistics operations to move products through the supply chain.
Pork
Pork includes our operations related to processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes our live swine group, related specialty product processing activities and logistics operations to move products through the supply chain.
Chicken
Chicken includes our domestic operations related to raising and processing live chickens into and purchasing raw materials for fresh, frozen and value-added chicken products, as well as sales from specialty products. Our value-added chicken products primarily include breaded chicken strips, nuggets, patties and other ready-to-fix or fully cooked chicken parts. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, convenience stores, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes logistics operations to move products through our domestic supply chain and the global operations of our chicken breeding stock subsidiary.
Prepared Foods
Prepared Foods includes our operations related to manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. This segment includes brands such as Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, as well as artisanal brands Aidells® and Gallo Salame®. Products primarily include a mixture of ready-to-cook and ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, turkey, lunchmeat, hot dogs, flour and corn tortilla products, appetizers, snacks, prepared meals, ethnic foods, side dishes, meat dishes, breadsticks and processed meats. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, convenience stores, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets.
International
International includes our foreign operations in China, Europe, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia related to raising and processing live chickens into, and purchasing raw materials for fresh, frozen and value-added chicken products, as well as the distribution of chicken products and other protein and non-protein food products. Products are marketed to foodservice distributors and retailers and to other international markets.
Intersegment sales transactions, which were at market prices, are included in the segment sales in the tables below. Expenses, amortization, assets and additions to property, plant and equipment relating to corporate activities, as well as cash and cash equivalents, benefit plans and certain investments, are not allocated to segments in the tables below.
20
Information on segments and a reconciliation to income (loss) before income taxes are as follows (in millions):
| Three months ended June 27, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Beef | Pork | Chicken | Prepared Foods | International | Intersegment | Total | |||||||||||||||||||||||||||||||||||||||||
Sales(a) | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Segment Cost of Sales | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Segment Selling, General and Administrative | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Restructuring and related charges | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Segment Operating Income (Loss) | $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Corporate expenses(b) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Income (Loss) | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other (Income) Expense: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||||||||||||||||||||||||||
| Income (Loss) before Income Taxes | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Beef | Pork | Chicken | Prepared Foods | International | Unallocated (Corporate) | Total | |||||||||||||||||||||||||||||||||||||||||
| Other segment information: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Additions to property, plant and equipment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Assets | |||||||||||||||||||||||||||||||||||||||||||||||
21
| Three months ended June 28, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Beef | Pork | Chicken | Prepared Foods | International | Intersegment | Total | |||||||||||||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Segment Cost of Sales | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Segment Selling, General and Administrative | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Facility fire related costs (insurance proceeds) | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Restructuring and related charges | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||
| Plant closure and disposal charges | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and intangible impairments | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Segment Operating Income (Loss) | $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Corporate expenses | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Amortization(c) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Income (Loss) | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other (Income) Expense: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Income (Loss) before Income Taxes | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Beef | Pork | Chicken | Prepared Foods | International | Unallocated (Corporate) | Total | |||||||||||||||||||||||||||||||||||||||||
| Other segment information: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Additions to property, plant and equipment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Assets | |||||||||||||||||||||||||||||||||||||||||||||||
22
| Nine months ended June 27, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Beef | Pork | Chicken | Prepared Foods | International | Intersegment | Total | |||||||||||||||||||||||||||||||||||||||||
Sales(a) | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Segment Cost of Sales | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Segment Selling, General and Administrative | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Restructuring and related charges | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Legal contingency accruals | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Segment Operating Income (Loss) | $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Corporate expenses(b) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Income (Loss) | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other (Income) Expense: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||||||||||||||||||||||||||
| Income (Loss) before Income Taxes | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Beef | Pork | Chicken | Prepared Foods | International | Unallocated (Corporate) | Total | |||||||||||||||||||||||||||||||||||||||||
| Other segment information: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Additions to property, plant and equipment | |||||||||||||||||||||||||||||||||||||||||||||||
| Nine months ended June 28, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Beef | Pork | Chicken | Prepared Foods | International | Intersegment | Total | |||||||||||||||||||||||||||||||||||||||||
Sales(a) | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Segment Cost of Sales | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Segment Selling, General and Administrative | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Facility fire related costs (insurance proceeds) | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Restructuring and related charges | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Plant closure and disposal charges | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and intangible impairments | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Segment Operating Income (Loss) | $ | ( | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Corporate expenses | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Amortization(c) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Income (Loss) | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other (Income) Expense: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Income (Loss) before Income Taxes | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Beef | Pork | Chicken | Prepared Foods | International | Unallocated (Corporate) | Total | |||||||||||||||||||||||||||||||||||||||||
| Other segment information: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Additions to property, plant and equipment | |||||||||||||||||||||||||||||||||||||||||||||||
23
(a) Includes a $98 90 million and $60 million of legal contingency accruals for the Beef and Pork segments, respectively, for the nine months ended June 27, 2026. Includes $93 million and $250 million of legal contingency accruals for the Beef and Pork segments, respectively, for the nine months ended June 28, 2025.
(b) Includes $6 million of restructuring and related charges for the nine months ended June 27, 2026. Includes $73
(c) Includes $5 million and $17 million of accelerated amortization related to brand and product line discontinuations for the three and nine months ended June 28, 2025, respectively.
The following tables further disaggregate our sales to customers by major distribution channels (in millions):
| Three months ended June 27, 2026 | |||||||||||||||||||||||||||||||||||||||||
Retail(d) | Foodservice(e) | International(f) | Industrial and Other(g) | Total External Customers | Intersegment | Total | |||||||||||||||||||||||||||||||||||
| Beef | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Pork | |||||||||||||||||||||||||||||||||||||||||
| Chicken | |||||||||||||||||||||||||||||||||||||||||
| Prepared Foods | |||||||||||||||||||||||||||||||||||||||||
| International | |||||||||||||||||||||||||||||||||||||||||
| Intersegment | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Three months ended June 28, 2025 | |||||||||||||||||||||||||||||||||||||||||
Retail(d) | Foodservice(e) | International(f) | Industrial and Other(g) | Total External Customers | Intersegment | Total | |||||||||||||||||||||||||||||||||||
| Beef | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Pork | |||||||||||||||||||||||||||||||||||||||||
| Chicken | |||||||||||||||||||||||||||||||||||||||||
| Prepared Foods | |||||||||||||||||||||||||||||||||||||||||
| International | |||||||||||||||||||||||||||||||||||||||||
| Intersegment | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
24
| Nine months ended June 27, 2026 | |||||||||||||||||||||||||||||||||||||||||
Retail(d) | Foodservice(e) | International(f) | Industrial and Other(g) | Total External Customers | Intersegment | Total | |||||||||||||||||||||||||||||||||||
| Beef | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Pork | |||||||||||||||||||||||||||||||||||||||||
| Chicken | |||||||||||||||||||||||||||||||||||||||||
| Prepared Foods | |||||||||||||||||||||||||||||||||||||||||
| International | |||||||||||||||||||||||||||||||||||||||||
| Intersegment | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Nine months ended June 28, 2025 | |||||||||||||||||||||||||||||||||||||||||
Retail(d) | Foodservice(e) | International(f) | Industrial and Other(g) | Total External Customers | Intersegment | Total | |||||||||||||||||||||||||||||||||||
| Beef | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Pork | |||||||||||||||||||||||||||||||||||||||||
| Chicken | |||||||||||||||||||||||||||||||||||||||||
| Prepared Foods | |||||||||||||||||||||||||||||||||||||||||
| International | |||||||||||||||||||||||||||||||||||||||||
| Intersegment | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(d) Includes external sales to consumer products and food retailers, such as grocery retailers, warehouse club stores and internet-based retailers.
(e) Includes external sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.
(f) Includes external sales to international markets for internationally produced products or export sales of domestically produced products.
(g) Includes external sales to industrial food processing companies that further process our product to sell to end consumers and any remaining sales not included in the Retail, Foodservice or International categories. Additionally, for the three and nine months ended June 27, 2026, the Chicken segment included $98 90 million and $60 million, respectively, reduction in Other due to the recognition of legal contingency accruals. For the nine months ended June 28, 2025, the Beef and Pork segments included $93 million and $250 million, respectively, reduction in Other due to the recognition of legal contingency accruals.
NOTE 14: COMMITMENTS AND CONTINGENCIES
Commitments
We guarantee obligations of certain outside third parties, consisting primarily of grower loans, which are substantially collateralized by the underlying assets. The remaining terms of the underlying obligations cover periods up to 5 years, and the maximum potential amount of future payments as of June 27, 2026 was not significant. The likelihood of material payments under these guarantees is not considered probable. At June 27, 2026 and September 27, 2025, no
We have cash flow assistance programs in which certain livestock suppliers participate. Under these programs, we pay an amount for livestock equivalent to a standard cost to grow such livestock during periods of low market sales prices. The amounts of such payments that are in excess of the market sales price are recorded as receivables and accrue interest. Participating suppliers are obligated to repay these receivables balances when market sales prices exceed this standard cost, or upon termination of the agreement. Our maximum commitment associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets. The potential maximum commitment as of June 27, 2026 was approximately $155 million. At June 27, 2026 and September 27, 2025, we did not have significant net receivables outstanding under these programs.
When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. These funds are generally considered restricted cash, which is reported in the Consolidated Condensed Balance Sheets in Other Assets. We had deposits at June 27, 2026 and September 27, 2025. Additionally, under certain agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds. We immediately lease the facilities from the local government entities and have an option to re-purchase the facilities for a nominal amount upon tendering the Industrial Revenue Bonds to the local government entities at various predetermined dates. The Industrial Revenue Bonds and the associated obligations for the leases of the facilities offset, and the underlying assets remain in property, plant and equipment. At June 27, 2026, the total amount under these types of arrangements totaled $806 million.
25
Contingencies
In the normal course of business, we are involved in various claims, lawsuits, investigations and legal proceedings, including those specifically identified below. Each quarter, we determine whether to accrue for loss contingencies based on our assessment of whether the potential loss is probable, reasonably possible or remote and to the extent a loss is probable, whether it is reasonably estimable. We record accruals in the Company’s Consolidated Financial Statements for matters that we conclude are probable and the financial impact is reasonably estimable. The Company further determines whether a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable. Regardless of the manner of resolution, frequently the most significant changes in the status of a matter may occur over a short time period, often following a lengthy period of little substantive activity. While these accruals reflect the Company’s best estimate of the probable loss for those matters as of the dates of those accruals, the recorded amounts may differ materially from the actual amount of the losses for those matters. Listed below are certain claims made against the Company for which the magnitude of the potential exposure could be material to the Company’s Consolidated Financial Statements.
Broiler Antitrust Civil Litigation and Related Matters
Beginning in September 2016, a series of putative federal class action lawsuits styled In re Broiler Chicken Antitrust Litigation (the “Broiler Antitrust Civil Litigation”) were filed in the United States District Court for the Northern District of Illinois against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats, Inc. ("Agri Stats"), an information service provider. As described below, the Company reached agreements to settle all outstanding claims brought against it by the putative classes, and the Court has granted final approval to these settlements.
Certain putative class members chose to opt out of the classes and pursue individual claims against the Company and other defendants in the United States District Court for the Northern District of Illinois. The operative complaints allege that beginning in January 2008, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of broiler chickens and that the defendants manipulated and artificially inflated the Georgia Dock price index. The plaintiffs further allege that the defendants concealed this conduct from the plaintiffs and the members of the putative classes. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees under the United States antitrust laws and various state unfair competition laws, consumer protection laws, and unjust enrichment common laws.
The Court divided the case into two tracks. Plaintiffs electing to proceed in the first track (“Track One”) chose to forego claims relating to the DOJ criminal investigation described below. Plaintiffs electing to proceed in the second track (“Track Two”) could pursue those claims but needed to wait until the completion of the Track One proceedings before doing so.
The first trial in this matter, which involved claims brought by the Direct Purchaser Plaintiff Class and certain direct-action plaintiffs, began on September 12, 2023 and concluded with a jury verdict in favor of the defendant on October 25, 2023. The Company did not participate in the first trial because it had previously settled all of the claims brought by the plaintiffs that participated in that trial. The second and third scheduled trials in this matter, which were to involve claims brought by the Commercial and Institutional Indirect Purchaser Class and the End-User Consumer Plaintiff Class, respectively, were scheduled to begin in March 2024 and September 2024, respectively. Both of these trials were cancelled because all claims brought by these classes were resolved before trial. This completed the Track One proceedings.
On February 11, 2025, the Court denied the defendants’ motion to dismiss the allegations brought by the Track Two plaintiffs. On March 7, 2025, the Court lifted the stay of discovery that had applied to the Track Two claims. Fact discovery in Track Two is now complete, and expert discovery has begun. The Court has entered a case schedule under which the first Track Two trial will begin in September 2027.
Settlements
On January 19, 2021, we announced that we had reached agreements to settle certain class claims related to the Broiler Antitrust Civil Litigation. Settlement terms were reached with the putative Direct Purchaser Plaintiff Class, the putative Commercial and Institutional Indirect Purchaser Plaintiff Class and the putative End-User Plaintiff Class (collectively, the “Classes”). Under the terms of the settlements, we agreed to pay the Classes an aggregate amount of $221.5 million in settlement of all outstanding claims brought by the Classes. On June 29, 2021, December 20, 2021 and April 18, 2022, the Court granted final approval to the settlements with the Direct Purchaser Plaintiff Class, the End-User Plaintiff Class and the Commercial and Institutional Indirect Purchaser Plaintiff Class, respectively. The foregoing settlements do not settle claims made by plaintiffs who have opted out of the Classes in the Broiler Antitrust Civil Litigation.
We are currently pursuing settlement discussions with the remaining opt-out plaintiffs with respect to the remaining claims. While we do not admit any liability as part of the settlements, we believe that the settlements we have entered into have been in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.
26
Government Investigations
U.S. Department of Justice (“DOJ”) Antitrust Division. On June 21, 2019, the DOJ filed a motion to intervene and sought a limited stay of discovery in the Broiler Antitrust Civil Litigation, which the court granted in part. Subsequently, we received a grand jury subpoena from the DOJ seeking additional documents and information related to the chicken industry. On June 2, 2020, a grand jury for the District of Colorado returned an indictment charging four individual executives employed by two other poultry processing companies with conspiracy to engage in bid-rigging in violation of federal antitrust laws. On June 10, 2020, we announced that we uncovered information in connection with the grand jury subpoena that we had previously self-reported to the DOJ and have been cooperating with the DOJ as part of our application for leniency under the DOJ’s Corporate Leniency Program. Subsequently, the DOJ announced indictments against additional individuals, as well as other poultry processing companies, alleging a conspiracy to fix prices and rig bids for broiler chicken products from at least 2012 until at least early 2019. None of these indictments remain pending. In August 2021, the Company was granted conditional leniency by the DOJ for the matters we self-reported, which means that provided the Company continues to cooperate with the DOJ, neither the Company nor any of our cooperating employees will face prosecution or criminal fines or penalties. We continue to cooperate with the DOJ in connection with the ongoing federal antitrust investigation.
State Attorney General Matters. The Offices of the Attorneys General in Washington, New Mexico and Alaska have filed complaints against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats based on allegations similar to those asserted in the Broiler Antitrust Civil Litigation. These complaints alleged violations of state antitrust, unfair trade practice, and unjust enrichment laws. We are cooperating with various state governmental agencies and officials, including the Offices of the Attorneys General for Florida and Louisiana, investigating or otherwise seeking information, testimony and/or documents, regarding the conduct alleged in the Broiler Antitrust Civil Litigation and related matters. In October 2022, we reached an agreement to settle all claims with the Washington Attorney General, and the court entered a consent decree on October 24, 2022. On February 16, 2024, the Company and the State of Alaska filed a stipulation and proposed consent decree reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of Alaska. The court approved this settlement on April 24, 2024. On April 19, 2024, the Company and the State of New Mexico filed a proposed consent judgment reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of New Mexico. The Court approved this settlement on July 23, 2024. While the Company believes it has meritorious defenses to the claims that have been made, we believe that these settlements are in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.
At June 27, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $139 million and $64 million, respectively. During the three and nine months ended June 27, 2026, the Company increased the contingency accrual for claims related to these matters by $98 not 23 million and $22 million, respectively, for amounts it had paid related to these matters. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time. However, if facts and circumstances of the matter or assumptions based on present conditions used to determine our estimated liability were to significantly change, we may be exposed to additional material losses.
Pork Antitrust Litigation
Beginning June 18, 2018, a series of putative class action complaints were filed against us and certain of our pork subsidiaries, as well as several other pork processing companies, in the United States District Court for the District of Minnesota styled In re Pork Antitrust Litigation (the “Pork Antitrust Civil Litigation”). The plaintiffs allege, among other things, that beginning in January 2009, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork and pork products in violation of federal antitrust laws. The complaints on behalf of the putative classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may try to do so in the future.
The Offices of the Attorney General in New Mexico and Alaska have filed complaints against us and certain of our pork subsidiaries, as well as several other pork processing companies and Agri Stats. The complaints are based on allegations similar to those asserted in the Pork Antitrust Civil Litigation and allege violations of state antitrust, unfair trade practice, and unjust enrichment laws based on allegations of conspiracies to exchange information and manipulate the supply of pork. On October 18, 2024, we reached a settlement with the State of Alaska to resolve all claims made against the Company for an immaterial amount. The court approved the settlement on January 7, 2025. On May 9, 2025, the Company reached an agreement in principle with the State of New Mexico to resolve all claims made against the Company for an immaterial amount. The court approved the settlement on August 11, 2025. While the Company believes it has meritorious defenses to the claims that have been made, we believe that this settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.
27
In the third quarter of fiscal 2024, we filed and joined motions for summary judgment. On March 31, 2025, the court denied those summary judgment motions as to the claims against the Company. The Company anticipates multiple trials in this matter in various federal districts. The first of these trials was scheduled to begin in May 2026 and involved civil claims brought by the United States Department of Justice and several state attorneys general against Agri Stats. The parties reached settlements and therefore the trial was cancelled. The next trial is scheduled to begin in September 2026. The Company has resolved the claims brought by the plaintiffs in this trial and will therefore not participate in the trial.
While we believe we have valid and meritorious defenses to the claims that have been made in the Pork Antitrust Civil Litigation, we have entered into and are further exploring the possibility of entering into settlements with plaintiff classes and opt-out plaintiffs in the Pork Antitrust Civil Litigation and related matters as a way to avoid the uncertainty, risk, expense and distraction of protracted litigation. On April 11, 2025, the Company reached an agreement in principle with the direct purchase class plaintiffs to settle their claims in this matter for an aggregate of $50 million. On April 28, 2025, the Court granted preliminary approval of this settlement. On September 25, 2025, the Company reached an agreement with the consumer indirect purchaser class to settle their claims in this matter for an aggregate of $85 million. On November 7, 2025, the Court granted preliminary approval of this settlement. On December 31, 2025, the Company executed an agreement with the commercial and institutional indirect plaintiff class to settle their claims in this matter for an aggregate of $48 million. On April 24, 2026, the Court granted preliminary approval of this settlement.
At June 27, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $83 million and $268 million, respectively. In the first quarter of fiscal 2026, the Company increased the contingency accrual for claims related to this matter by $60 million. Additionally, during the first nine months of fiscal 2026, the Company reduced its recorded legal contingency accrual by $245 million for amounts paid related to this matter. During the second quarter of fiscal 2025, the Company increased the contingency accrual for claims related to this matter by $250 million, and during the first nine months of fiscal 2025, the Company made $50 million of payments. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time. However, if facts and circumstances of the matter or assumptions based on present conditions used to determine our estimated liability were to significantly change, we may be exposed to additional material losses.
Beef Antitrust Litigation and Related Matters
Beginning on April 23, 2019, a series of class action complaints were filed against us and our beef and pork subsidiary, Tyson Fresh Meats, Inc. (“Tyson Fresh Meats”), as well as other beef packer defendants, in various federal district courts, including the United States District Court for the Northern District of Illinois, the United States District Court for the District of Minnesota, and the United States District Court for the District of Kansas, by putative classes of direct purchasers, cattle ranchers, indirect purchasers, and indirect cattle producers. The putative classes in these cases allege that the defendants engaged in one or more conspiracies beginning in roughly January 2015 with the aim of reducing fed cattle prices, manipulating the price of live cattle futures and options traded on the Chicago Mercantile Exchange, artificially increasing the cost of beef, and reducing the price of cows, cattle, calves, steers or heifers. The putative classes allege that this conduct violated federal antitrust laws, the Grain Inspection, Packers and Stockyards Act of 1921, the Commodities Exchange Act, and various state unfair competition, consumer protection, and unjust enrichment laws. Their complaints seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may do so in the future. These cases have been transferred to the United States District Court for the District of Minnesota for pretrial purposes. The fact discovery phase ended in early April 2025. The putative classes filed motions for class certification on September 25, 2024. On July 16, 2026, the Court issued an order granting certain motions for class certification and denying others.
On September 29, 2025, the Company reached an agreement with the consumer indirect purchaser plaintiff class to settle their claims in this matter for an aggregate of $55 million. The Court granted preliminary approval to this settlement on December 10, 2025. The Company paid the settlement on November 26, 2025. On December 12, 2025, the Company reached an agreement in principle with the direct purchaser plaintiff class to settle their claims in this matter for an aggregate of $80 million plus $2.5 million in administrative expenses. The Court granted preliminary approval to this settlement on May 14, 2026. The Company had paid the settlement on January 7, 2026. Also on December 12, 2025, the Company reached an agreement in principle with the commercial and institutional indirect plaintiff class to settle their claims in this matter for an aggregate of $47 million. The Court granted preliminary approval to this settlement on May 6, 2026, and the Company paid the settlement on June 2, 2026.
On February 18, 2022, a putative class action was commenced against us, Tyson Fresh Meats, and other beef packer defendants in the Supreme Court of British Columbia styled Bui v. Cargill, Incorporated et al. The putative class is comprised of direct and indirect beef purchasers in Canada between January 1, 2015 and the present, and alleges that the defendants conspired to fix, maintain, increase, or control the price of beef, as well as to fix, maintain, control, prevent, or lessen the production or supply of beef. The complaint alleges a violation of the Competition Act, civil conspiracy, unjust enrichment, and a violation of the Civil Code of Québec. It seeks declarations regarding the alleged conspiracy, general damages, aggravated, exemplary, and punitive damages, injunctive relief, costs, and interest. On March 24, 2022, a putative class action was commenced against the same defendants in the Superior Court of Québec styled De Bellefeuille v. Cargill, Incorporated et al, raising substantially similar allegations and seeking compensatory damages, costs of investigation and interest.
28
While we believe we have valid and meritorious defenses to the claims that have been made in the Beef Antitrust Civil Litigation and related matters, we have entered into and continue to explore opportunities to reach settlements if it would be in the best interest of the Company, as doing so could avoid the uncertainty, risk, expense and distraction of protracted litigation.
We have received civil investigative demands (“CIDs”) from the DOJ’s Civil Antitrust Division. The CIDs request information related to the Company’s beef business. We continue to cooperate with the DOJ with respect to the CIDs.
At June 27, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Beef Antitrust Civil Litigation matter described above was $215 million and $318 million, respectively. In the first quarter of fiscal 2026, the Company increased the contingency accrual for claims related to this matter by $90 million. Additionally, during the first nine months of fiscal 2026, the Company reduced its recorded legal contingency accrual by $193 million for amounts paid related to this matter. During the nine months ended June 28, 2025, the Company increased the contingency accrual for claims related to this matter by $93 million and did not record any payments. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time. However, if facts and circumstances of the matter or assumptions based on present conditions used to determine our estimated liability were to significantly change, we may be exposed to additional material losses.
Wage Rate Litigation and Related Matters
Poultry. On August 30, 2019, a putative class of non-supervisory production and maintenance employees at chicken processing plants in the continental United States filed class action complaints against us and certain of our subsidiaries, as well as several other poultry processing companies, in the United States District Court for the District of Maryland. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for non-supervisory production and maintenance workers in violation of federal antitrust laws. Additional lawsuits making similar allegations were consolidated, including an amended consolidated complaint containing additional allegations concerning turkey processing plants naming additional defendants. Following mediation, on June 14, 2024, the Company reached an agreement in principle with the putative class plaintiffs to settle all claims in the case for an aggregate amount of $115.5 million. On February 11, 2025, the court entered an order granting preliminary approval of the settlement, and on June 5, 2025, the court entered an order granting final approval of the settlement. While we believe we had valid and meritorious defenses against the allegations, we also believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation. During fiscal 2025, settlement payments of the accrued amount were paid as a result of the preliminary court approval. At September 27, 2025, there was no remaining accrual related to the Poultry wage rate litigation matter described above.
In December 2025 and January 2026, three groups, comprising in the aggregate of less than 300 individuals, who had opted out of the Poultry wage rate litigation class filed complaints against the Company and other Poultry wage rate litigation defendants in the Circuit Courts of Barbour County and Bullock County, Alabama. The complaints repeat the essential factual allegations from the Poultry wage rate litigation but assert solely state-law claims, and were settled for an immaterial amount.
The DOJ’s Antitrust Division has opened a civil investigation into human resources at several poultry companies. We are cooperating with the investigation. The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.
Fresh Meats. On November 11, 2022, a putative class of employees at beef-processing and pork-processing plants in the continental United States filed a class action complaint against us and certain of our subsidiaries, as well as several other beef-processing and pork-processing companies, in the United States District Court for the District of Colorado. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for employees in violation of federal antitrust laws.
On December 22, 2023, after a mediation between the parties, the Company reached an agreement in principle with the putative class plaintiffs to settle their claims against the Company. We believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation. Under the terms of the settlement, the Company agreed to pay the putative class an aggregate amount of $72.5 million to completely resolve all claims made against the Company in this matter. The court approved the settlement on January 15, 2025, which was paid during the second quarter of fiscal 2025.
29
Other Matters
Our subsidiary, The Hillshire Brands Company (formerly named Sara Lee Corporation), is a party to a consolidation of cases filed by individual complainants with the Republic of the Philippines, Department of Labor and Employment and the National Labor Relations Commission (“NLRC”) from 1998 through July 1999. The complaint was filed against Aris Philippines, Inc., Sara Lee Corporation, Sara Lee Philippines, Inc., Fashion Accessories Philippines, Inc., and Attorney Cesar C. Cruz (collectively, the “respondents”). The complaint alleges, among other things, that the respondents engaged in unfair labor practices in connection with the termination of manufacturing operations in the Philippines in 1995 by Aris Philippines, Inc., a former subsidiary of The Hillshire Brands Company. In late 2004, a labor arbiter ruled against the respondents and awarded the complainants approximately $56 million in damages and fees. From 2004 through 2014, the parties filed numerous appeals, motions for reconsideration and petitions for review, certain of which remained outstanding for several years. On December 15, 2016, we learned that the NLRC rendered its decision on November 29, 2016, regarding the respondents’ appeals from the labor arbiter’s 2004 ruling in favor of the complainants. The NLRC increased the award for 4,922 of the total 5,984 complainants to approximately $242 million. However, the NLRC approved a prior settlement reached with the group comprising approximately 18 % of the class of 5,984 complainants, pursuant to which The Hillshire Brands Company agreed to pay each settling complainant approximately $1,108 . The parties filed numerous appeals, motions for reconsideration and petitions for review related to the NLRC award and settlement payment. The Court of Appeals of the Philippines subsequently vacated the NLRC’s award on April 12, 2018. Complainants filed motions for reconsideration with the Court of Appeals which were denied. Claimants have since filed petitions for writ of certiorari with the Supreme Court of the Philippines, which have been accepted. The Company continues to maintain an accrual in an immaterial amount for estimated probable losses for this matter in the Company’s Consolidated Financial Statements. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.
For a tax-related matter involving the Company, refer to Part I, Item 1. Notes to the Consolidated Condensed Financial Statements, Note 8: Income Taxes.
Various claims have been asserted against the Company, its subsidiaries, and its officers and agents by, and on behalf of, team members who claim to have contracted COVID-19 in our facilities. The Company has not recorded any liability for these matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because it believes the allegations in the claims are without merit and that the Company has valid and meritorious defenses against the allegations.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
OBJECTIVE
The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’s perspective and should be read in conjunction with the consolidated condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and within the Company’s Annual Report on Form 10-K filed for the fiscal year ended September 27, 2025. Our objective is to also provide discussion of events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or of future financial condition and to offer information that provides understanding of our financial condition, cash flows and results of operations.
RESULTS OF OPERATIONS
Segment Changes
We operate in five reportable segments: Beef, Pork, Chicken, Prepared Foods and International. We measure segment profit as segment operating income (loss). Previously, International was a non-reportable segment and was presented within International/Other. Effective in the first quarter of fiscal 2026, International was identified as a reportable segment.
Our President and Chief Executive Officer is the Chief Operating Decision Maker ("CODM") of the Company. Commencing in the first quarter of fiscal 2026, we no longer allocate corporate expenses and amortization to our segments as these items are no longer used by our CODM in assessing the performance of, and allocating resources to, the segments. Segment operating income (loss) is now defined as Operating Income (Loss) less corporate expenses and amortization to account for these changes. Corporate expenses are unallocated general and administrative costs including the costs of corporate functions, that are shared across multiple segments. Amortization includes amortization generated from intangible assets, including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software. All prior period amounts have been recast to reflect the new presentation of segment operating income (loss).
30
Description of the Company
We are a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like FamilyTM and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely and affordably, now and for future generations. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials and feed ingredients; availability of team members to operate our production facilities; and operating efficiencies of our facilities.
Overview
General
Sales were relatively flat in the third quarter of fiscal 2026 as decreased sales in our Beef segment were largely offset by increased sales in all other segments. Operating income of $362 million for the third quarter of fiscal 2026 increased $102 million compared to the same period last year, as we experienced higher segment operating income in our Beef and Pork segments, partially offset by lower segment operating income in our Chicken, Prepared Foods and International segments and increased corporate expenses. In the third quarter of fiscal 2026, our operating income was impacted by a $98 million legal contingency accrual, $73 million of executive leadership transition charges and $14 million of restructuring and related charges. In the third quarter of fiscal 2025, our operating income was impacted by a $343 million goodwill impairment charge, partially offset by $83 million of income related to restructuring and related activities, net of charges, including a gain on the sale of storage facilities.
Sales grew 3%, or $1,253 million, in the first nine months of fiscal 2026, driven by increased sales in all segments. Operating income of $1,099 million for the first nine months of fiscal 2026 increased 17% compared to the same period last year, as we experienced higher segment operating income in our Beef, Pork and Chicken segments, partially offset by lower segment operating income in our Prepared Foods and International segments and increased corporate expenses. In the first nine months of fiscal 2026, our operating income was impacted by $269 million of legal contingency accruals, $175 million of restructuring and related charges and $73 million of executive leadership transition charges. In the first nine months of fiscal 2025, our operating income was impacted by a $343 million goodwill impairment charge, $343 million of legal contingency accruals, $33 million of restructuring and related charges, $17 million of brand and product line discontinuation charges and $17 million of plant closures and disposal charges.
Market Environment
According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) increased in the third quarter of fiscal 2026 compared to the same period in fiscal 2025. The Beef segment continues to experience limited supply of market-ready cattle as well as increased cattle costs. Additionally, uncertainty exists regarding the timing of the cattle herd rebuilding. The Pork segment experienced adequate supply of market-ready hogs and decreased hog costs in the third quarter. The Chicken segment experienced moderating feed ingredient costs. The Prepared Foods segment is currently experiencing increased raw material costs primarily due to higher meat costs. Additionally, the International segment is currently experiencing increased raw material costs.
Geopolitical tensions in the Middle East have increased volatility in global energy and commodity markets, which have affected our cost structure, including transportation, freight, energy and cooking oil. Although these conditions have not had a material adverse effect on our results to date, continued or heightened volatility could result in significant impacts depending on the duration and severity of these conditions.
We are subject to changes in import and export policies, including trade restrictions, new or increased tariffs or quotas and customs restrictions through our international sales and operations. Our exports account for less than 10% of our business, primarily composed of chicken leg quarters and paws, boxed beef and variety meats of all proteins. As a result of changes in trade policies and tariffs both domestically and internationally, we may experience some sales disruptions and other impacts associated with tariffs. There is uncertainty regarding the impact changes may have on the price and demand of our products in the affected countries, commodity pricing, other general economic conditions and future changes that may have a material impact.
Margins
Our total operating margin for the third quarter of fiscal 2026 was 2.6%. Segment operating margins were as follows:
•Beef – (2.6)%
•Pork – 3.8%
•Chicken – 9.1%
•Prepared Foods – 12.2%
•International – 8.0%
31
Strategy
We are a world-class food company and recognized leader in protein. Our strategy is to deliver margins in the core protein business by driving efficiencies and valuing-up offerings to better serve consumers; grow our branded portfolio by innovating new occasions, categories and channels; and scale in international markets by delivering profitable value-added food offerings in high growth categories.
Commencing in fiscal 2025, the Company initiated a network optimization plan to optimize its global operations and logistics network. During the first nine months of fiscal 2026, the Company increased the estimated pretax charges by $155 million for additional actions approved to date under the network optimization plan. This increase reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition of another facility to a single shift, the closure of a production facility in the Prepared Foods segment and efforts to reduce support costs across all segments and corporate functions. The estimated pretax charges decreased $23 million in the third quarter of fiscal 2026, due to an estimated gain on the sale of assets expected to close in the fourth quarter related to network changes in the Beef segment approved in the first quarter of fiscal 2026. As a result, we now expect to recognize total pretax net charges of $241 million for actions approved through June 27, 2026. These charges include $181 million of net charges that have resulted or will result in cash outflows and $190 million of non-cash charges, partially offset by a $107 million gain recognized from the sale of storage facilities and a $23 million estimated gain on the expected sale of assets in the Beef segment. Additionally, we have received $296 million of proceeds from the sale of storage facilities to date. Through the third quarter of fiscal 2026, we have recognized $240 million of the expected total pretax charges and estimate that the remaining $1 million of net charges will be incurred over future periods, including income of $20 million during the remainder of fiscal 2026, consisting of a $23 million estimated gain on the expected sale of assets in the Beef segment, partially offset by $3 million of charges. We expect to incur costs related to the network optimization plan over a multi-year period and anticipate additional charges in the future as further actions are approved. For further description, refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 5: Restructuring and Related Charges.
Summary of Results
Sales
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Sales | $ | 13,868 | $ | 13,884 | $ | 41,834 | $ | 40,581 | |||||||||||||||
| Change in sales volume | (2.8) | % | (1.8) | % | |||||||||||||||||||
| Change in average sales price | 3.4 | % | 4.6 | % | |||||||||||||||||||
| Sales growth | (0.1) | % | 3.1 | % | |||||||||||||||||||
Third quarter – Fiscal 2026 vs Fiscal 2025
•Sales Volume – Sales were negatively impacted by lower sales volume, which accounted for a decrease in Sales of $392 million, as decreased sales volume in our Beef and International segments was partially offset by increased sales volume in our Pork, Chicken and Prepared Foods segments.
•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase in Sales of $474 million, driven by price increases in all segments except Pork.
•The change in average sales price excludes a $98 million reduction of Sales from the recognition of a legal contingency accrual in the third quarter of fiscal 2026.
Nine months – Fiscal 2026 vs Fiscal 2025
•Sales Volume – Sales were negatively impacted by lower sales volume, which accounted for a decrease in Sales of $746 million, as decreased sales volume in our Beef and International segments was partially offset by increased sales volume in our Pork, Chicken and Prepared Foods segments.
•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase in Sales of $1,904 million, driven by price increases in all segments.
•The change in average sales price excludes $248 million and $343 million reduction of Sales from the recognition of legal contingency accruals in the nine months ended June 27, 2026 and June 28, 2025, respectively.
32
Cost of Sales
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Cost of sales | $ | 12,947 | $ | 12,743 | $ | 39,143 | $ | 37,745 | |||||||||||||||
| Gross profit | 921 | 1,141 | 2,691 | 2,836 | |||||||||||||||||||
| Cost of sales as a percentage of sales | 93.4 | % | 91.8 | % | 93.6 | % | 93.0 | % | |||||||||||||||
Third quarter – Fiscal 2026 vs Fiscal 2025
•Cost of sales increased $204 million. Lower sales volume decreased cost of sales $360 million, while higher input cost per pound increased cost of sales by $564 million.
•The $564 million impact of higher input cost per pound was driven by:
•Increase in cattle costs of approximately $525 million in our Beef segment.
•Increase in freight and transportation costs of approximately $105 million.
•Increase of $97 million related to restructuring and related charges.
•Increase of $40 million for a lower of cost or net realizable value inventory adjustment in our Beef segment.
•Increase in raw material and other input costs of approximately $30 million in our Prepared Foods segment.
•Decrease in hog costs of approximately $25 million in our Pork segment.
•The remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes and lower operating costs.
Nine months – Fiscal 2026 vs Fiscal 2025
•Cost of sales increased $1,398 million. Lower sales volume decreased cost of sales by $688 million, while higher input cost per pound increased cost of sales by $2,086 million.
•The $2,086 million impact of higher input cost per pound was driven by:
•Increase in cattle costs of approximately $1,975 million in our Beef segment.
•Increase in raw material and other input costs of approximately $190 million in our Prepared Foods segment.
•Increase in freight and transportation costs of approximately $150 million.
•Increase of $130 million related to restructuring and related charges.
•Increase of $40 million for a lower of cost or net realizable value inventory adjustment in our Beef segment.
•Increase in hog costs of approximately $30 million in our Pork segment.
•Increase of $21 million related to the recognition of legal contingency accruals in our Chicken and International segments in fiscal 2026.
•Decrease of approximately $60 million related to decreased feed ingredient costs in our Chicken segment.
•Decrease due to net derivative losses of $4 million in the first nine months of fiscal 2026 compared to net derivative losses of $50 million in the first nine months of fiscal 2025, both due to our risk management activities. These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed ingredient costs described herein.
•Decrease of $17 million due to lower plant closures and disposal charges.
•The remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes and lower operating costs.
Selling, General and Administrative
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Selling, general and administrative expense | $ | 559 | $ | 538 | $ | 1,592 | $ | 1,553 | |||||||||||||||
| As a percentage of sales | 4.0 | % | 3.9 | % | 3.8 | % | 3.8 | % | |||||||||||||||
Third quarter – Fiscal 2026 vs Fiscal 2025
•Increase of $21 million in selling, general and administrative expenses was primarily driven by:
•Increase of $73 million related to executive leadership transition charges recognized in fiscal 2026.
•Decrease of $40 million in team member costs, primarily from performance-based compensation and gains related to deferred compensation.
33
•Decrease of $10 million in amortization, primarily from brand and product line discontinuations in the prior year.
Nine months – Fiscal 2026 vs Fiscal 2025
•Increase of $39 million in selling, general and administrative expenses was primarily driven by:
•Increase of $73 million related to executive leadership transition charges recognized in fiscal 2026.
•Increase of $51 million in marketing, advertising and promotion expenses.
•Increase of $15 million from a legal settlement gain recognized in fiscal 2025, with no corresponding income in fiscal 2026.
•Increase of $12 million in restructuring and related charges.
•Decrease of $53 million in team member costs, primarily from performance-based compensation.
•Decrease of $31 million in amortization, primarily from brand and product line discontinuations in the prior year.
•Decrease of $18 million due to lower bad debt expense.
•Decrease of $16 million in professional fees.
Goodwill Impairment
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Goodwill Impairment | $ | — | $ | 343 | $ | — | $ | 343 | |||||||||||||||
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•We recorded a $343 million goodwill impairment charge in the Beef segment in the third quarter of fiscal 2025.
Interest (Income) Expense
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Interest income | $ | (6) | $ | (15) | $ | (27) | $ | (57) | |||||||||||||||
| Interest expense | 98 | 113 | 299 | 343 | |||||||||||||||||||
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•The decrease in interest income for the third quarter and nine months ended June 27, 2026 was primarily due to lower average cash and cash equivalents held.
•The decrease in interest expense for the third quarter and nine months ended June 27, 2026 was primarily due to lower interest expense related to the repayment of the March 2026 Notes in the second quarter of fiscal 2026, partially offset by the issuance of the February 2036 Notes in the second quarter of fiscal 2026. Additionally, the nine months ended benefited from the repayment of term loans in the second quarter of fiscal 2025.
Other (Income) Expense, net
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Total other (income) expense, net | $ | 4 | $ | (31) | $ | 75 | $ | (47) | |||||||||||||||
Third quarter and nine months – Fiscal 2026
•Included $18 million of restructuring and related charges and $10 million of foreign exchange losses, partially offset by $27 million of joint venture earnings in the third quarter of fiscal 2026. Included $75 million impairment of equity investments and $20 million of restructuring and related charges, partially offset by $29 million of joint venture earnings in the first nine months of fiscal 2026.
Third quarter and nine months – Fiscal 2025
•Included $23 million of joint venture earnings and $11 million of foreign exchange gains in the third quarter of fiscal 2025. Included $50 million of joint venture earnings and $7 million of fire insurance proceeds, partially offset by $7 million of foreign exchange losses in the first nine months of fiscal 2025.
34
Effective Tax Rate
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Effective tax rate | 30.1 | % | 64.5 | % | 28.2 | % | 36.0 | % | |||||||||||||||
Third quarter – Fiscal 2026 vs Fiscal 2025
•The decrease in the effective tax rate for the third quarter of fiscal 2026 was due to a $343 million non-deductible goodwill impairment in the third quarter of fiscal 2025, partially offset by non-deductible officer compensation expense in the third quarter of fiscal 2026.
Nine months – Fiscal 2026 vs Fiscal 2025
•The decrease in the effective tax rate for the first nine months of fiscal 2026 was due to a $343 million non-deductible goodwill impairment in the third quarter of fiscal 2025.
Net Income Attributable to Tyson
| in millions, except per share data | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Net income attributable to Tyson | $ | 182 | $ | 61 | $ | 527 | $ | 427 | |||||||||||||||
| Net income attributable to Tyson – per diluted share | 0.52 | 0.17 | 1.49 | 1.20 | |||||||||||||||||||
Third quarter – Fiscal 2026 – Net income attributable to Tyson included the following items:
•$98 million pretax, or ($0.20) per diluted share, of legal contingency accruals.
•$73 million pretax, or ($0.21) per diluted share, related to the executive leadership transition charges (non-tax deductible).
•$32 million pretax, or ($0.06) per diluted share, of restructuring and related charges.
Nine months – Fiscal 2026 – Net income attributable to Tyson included the following items:
•$269 million pretax, or ($0.57) per diluted share, of legal contingency accruals.
•$195 million pretax, or ($0.41) per diluted share, of restructuring and related charges.
•$73 million pretax, or ($0.21) per diluted share, related to the executive leadership transition charges (non-tax deductible).
•$73 million pretax, or ($0.15) per diluted share, related to an impairment of equity investments.
Third quarter – Fiscal 2025 – Net income attributable to Tyson included the following items:
•$343 million pretax, or ($0.96) per diluted share, related to a goodwill impairment (non-tax deductible).
•$83 million pretax, or $0.18 per diluted share, of restructuring and related gains, net of charges.
•$14 million pretax, or $0.04 per diluted share, of production facility fire insurance proceeds, net of costs.
•$6 million pretax, or $0.01 per diluted share, of plant closure and disposal income, net of charges.
•$5 million pretax, or ($0.01) per diluted share, of brand and product line discontinuations.
Nine months – Fiscal 2025 – Net income attributable to Tyson included the following items:
•$343 million pretax, or ($0.96) per diluted share, related to a goodwill impairment (non-tax deductible).
•$343 million pretax, or ($0.73) per diluted share, of legal contingency accruals.
•$33 million pretax, or ($0.08) per diluted share, of restructuring and related charges.
•$17 million pretax, or ($0.04) per diluted share, of brand and product line discontinuations.
•$17 million pretax, or ($0.04) per diluted share, of plant closure and disposal charges.
•$21 million pretax, or $0.08 per diluted share, of facility fire related insurance proceeds, net of costs.
35
Segment Results
We operate in five segments: Beef, Pork, Chicken, Prepared Foods and International. The following table is a summary of sales and segment operating income (loss), which is how we measure segment profit. Commencing in the first quarter of fiscal 2026, segment operating income (loss) is defined as Operating Income (Loss) less corporate expenses and amortization to account for these changes. Corporate expenses are unallocated general and administrative costs, including the costs of corporate functions, that are shared across multiple segments. Amortization includes amounts generated from intangible assets including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software. All prior period amounts have been recast to reflect the new presentation of segment operating income (loss).
| in millions | Sales | ||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Beef | $ | 5,391 | $ | 5,603 | $ | 16,367 | $ | 16,134 | |||||||||||||||
| Pork | 1,580 | 1,506 | 4,768 | 4,367 | |||||||||||||||||||
| Chicken | 4,255 | 4,220 | 12,753 | 12,426 | |||||||||||||||||||
| Prepared Foods | 2,557 | 2,515 | 7,741 | 7,384 | |||||||||||||||||||
| International | 601 | 557 | 1,760 | 1,707 | |||||||||||||||||||
| Intersegment sales | (516) | (517) | (1,555) | (1,437) | |||||||||||||||||||
| Total | $ | 13,868 | $ | 13,884 | $ | 41,834 | $ | 40,581 | |||||||||||||||
| in millions | Segment Operating Income (Loss) | ||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | June 27, 2026 | June 28, 2025 | ||||||||||||||||||||
| Beef | $ | (142) | $ | (459) | $ | (701) | $ | (707) | |||||||||||||||
| Pork | 60 | 50 | 151 | (58) | |||||||||||||||||||
| Chicken | 389 | 475 | 1,344 | 1,302 | |||||||||||||||||||
| Prepared Foods | 312 | 390 | 982 | 1,016 | |||||||||||||||||||
| International | 48 | 65 | 127 | 154 | |||||||||||||||||||
| Total | $ | 667 | $ | 521 | $ | 1,903 | $ | 1,707 | |||||||||||||||
| Corporate Expenses | (251) | (197) | (642) | (574) | |||||||||||||||||||
| Amortization | (54) | (64) | (162) | (193) | |||||||||||||||||||
| Operating Income (Loss) | $ | 362 | $ | 260 | $ | 1,099 | $ | 940 | |||||||||||||||
36
Items affecting comparability include restructuring and related charges (including network optimization), plant closures and disposal charges (net of gains), goodwill and intangible impairments, brand and product line discontinuations, facility fire-related costs (net of insurance proceeds), and certain non-ordinary course legal, regulatory and other matters. The following table summarizes expenses impacting comparability by segment, as well as corporate expenses and amortization (in millions):
| Segment Operating Income (Loss) | Operating Income (Loss) | ||||||||||||||||||||||||||||
| Beef | Pork | Chicken | Prepared Foods | Inter- national | Corporate Expenses | Amortiza- tion | Total | ||||||||||||||||||||||
| Third Quarter of Fiscal 2026: | |||||||||||||||||||||||||||||
| Restructuring and related charges | $ | 4 | $ | — | $ | 1 | $ | 9 | $ | — | $ | — | $ | — | $ | 14 | |||||||||||||
| Legal contingency accruals | — | — | 98 | — | — | — | — | 98 | |||||||||||||||||||||
| Executive leadership transition charges | — | — | — | — | — | 73 | — | 73 | |||||||||||||||||||||
| Third Quarter of Fiscal 2025: | |||||||||||||||||||||||||||||
| Facility fire related costs (insurance proceeds) | — | — | — | — | (14) | — | — | (14) | |||||||||||||||||||||
| Brand and product line discontinuations | — | — | — | — | — | — | 5 | 5 | |||||||||||||||||||||
| Restructuring and related charges | — | — | (27) | (56) | — | — | — | (83) | |||||||||||||||||||||
| Plant closure and disposal charges | — | — | — | — | (6) | — | — | (6) | |||||||||||||||||||||
| Goodwill and intangible impairments | 343 | — | — | — | — | — | — | 343 | |||||||||||||||||||||
| Nine Months of Fiscal 2026: | |||||||||||||||||||||||||||||
| Restructuring and related charges | 128 | 1 | 12 | 29 | (1) | 6 | — | 175 | |||||||||||||||||||||
| Legal contingency accruals | 90 | 60 | 114 | — | 5 | — | — | 269 | |||||||||||||||||||||
| Executive leadership transition charges | — | — | — | — | — | 73 | — | 73 | |||||||||||||||||||||
| Nine Months of Fiscal 2025: | |||||||||||||||||||||||||||||
| Facility fire related costs (insurance proceeds) | — | — | — | — | (14) | — | — | (14) | |||||||||||||||||||||
| Brand and product line discontinuations | — | — | — | — | — | — | 17 | 17 | |||||||||||||||||||||
| Restructuring and related charges | 48 | — | 5 | (31) | 11 | — | — | 33 | |||||||||||||||||||||
| Legal contingency accruals | 93 | 250 | — | — | — | — | — | 343 | |||||||||||||||||||||
| Plant closure and disposal charges | — | — | 23 | — | (6) | — | — | 17 | |||||||||||||||||||||
| Goodwill and intangible impairments | 343 | — | — | — | — | — | — | 343 | |||||||||||||||||||||
Beef Segment Results
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | Change | June 27, 2026 | June 28, 2025 | Change | ||||||||||||||||||||||||||||||
| Sales | $ | 5,391 | $ | 5,603 | $ | (212) | $ | 16,367 | $ | 16,134 | $ | 233 | |||||||||||||||||||||||
| Sales volume change | (15.9) | % | (12.0) | % | |||||||||||||||||||||||||||||||
| Average sales price change | 12.1 | % | 13.4 | % | |||||||||||||||||||||||||||||||
| Segment operating income (loss) | $ | (142) | $ | (459) | $ | 317 | $ | (701) | $ | (707) | $ | 6 | |||||||||||||||||||||||
| Segment operating margin | (2.6) | % | (8.2) | % | (4.3) | % | (4.4) | % | |||||||||||||||||||||||||||
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales volume decreased in the third quarter and first nine months of fiscal 2026 due to lower head harvested related to reduced cattle availability and network optimization, partially offset by higher average carcass weights.
•Average Sales Price - Average sales price increased in the third quarter and first nine months of fiscal 2026 primarily due to increased input costs and strong demand. The change in average sales price for the nine months ended fiscal 2026 and fiscal 2025 excludes the impact of $90 million and $93 million, respectively, of legal contingency accruals recognized as reductions to Sales.
37
•Segment Operating Income (Loss) - Segment operating loss decreased in the third quarter and first nine months of fiscal 2026 primarily due to the absence of a goodwill impairment charge recognized in fiscal 2025 and the benefits of network optimization, partially offset by compressed beef margins, a $40 million lower of cost or net realizable value inventory adjustment in the third quarter of fiscal 2026, increased restructuring and related charges and higher freight and transportation costs. In the third quarter and first nine months of fiscal 2026, Beef had net derivative losses of $21 million and $33 million, respectively, compared to net derivative gains of $12 million and $35 million in the third quarter and first nine months of fiscal 2025, respectively, due to our risk management activities, which exclude offsetting impacts from related physical purchase transactions.
Pork Segment Results
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | Change | June 27, 2026 | June 28, 2025 | Change | ||||||||||||||||||||||||||||||
| Sales | $ | 1,580 | $ | 1,506 | $ | 74 | $ | 4,768 | $ | 4,367 | $ | 401 | |||||||||||||||||||||||
| Sales volume change | 5.2 | % | 3.7 | % | |||||||||||||||||||||||||||||||
| Average sales price change | (0.3) | % | 0.9 | % | |||||||||||||||||||||||||||||||
| Segment operating income (loss) | $ | 60 | $ | 50 | $ | 10 | $ | 151 | $ | (58) | $ | 209 | |||||||||||||||||||||||
| Segment operating margin | 3.8 | % | 3.3 | % | 3.2 | % | (1.3) | % | |||||||||||||||||||||||||||
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales volume increased in the third quarter and first nine months of fiscal 2026 due to higher head harvested and higher average carcass weights.
•Average Sales Price - Average sales price slightly decreased in the third quarter of fiscal 2026 primarily driven by lower input costs and increased in the first nine months of fiscal 2026 primarily driven by higher input costs. The change in average sales price for the nine months ended fiscal 2026 and fiscal 2025 excludes the impact of $60 million and $250 million, respectively, of legal contingency accruals recognized as reductions to Sales.
•Segment Operating Income (Loss) - Segment operating income increased for the first nine months of fiscal 2026 primarily due to lower legal contingency accruals recorded in fiscal 2026 compared to fiscal 2025. Additionally, the increase in segment operating income in the third quarter and first nine months of fiscal 2026 benefited from increased sales volume, partially offset by increased operating costs.
Chicken Segment Results
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | Change | June 27, 2026 | June 28, 2025 | Change | ||||||||||||||||||||||||||||||
| Sales | $ | 4,255 | $ | 4,220 | $ | 35 | $ | 12,753 | $ | 12,426 | $ | 327 | |||||||||||||||||||||||
| Sales volume change | 1.0 | % | 2.1 | % | |||||||||||||||||||||||||||||||
| Average sales price change | 2.2 | % | 1.3 | % | |||||||||||||||||||||||||||||||
| Segment operating income | $ | 389 | $ | 475 | $ | (86) | $ | 1,344 | $ | 1,302 | $ | 42 | |||||||||||||||||||||||
| Segment operating margin | 9.1 | % | 11.3 | % | 10.5 | % | 10.5 | % | |||||||||||||||||||||||||||
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales volume increased in the third quarter and first nine months of fiscal 2026 primarily due to increased domestic production.
•Average Sales Price - Average sales price increased in the third quarter and first nine months of fiscal 2026 primarily due to mix. The change in average sales price for the third quarter and first nine months of fiscal 2026 excludes the impact of a $98 million legal contingency accrual recognized as a reduction to Sales.
•Segment Operating Income -
Third quarter – Fiscal 2026 vs Fiscal 2025
•Segment operating income in the third quarter decreased due to the recognition of a legal contingency accrual in fiscal 2026, higher freight and transportation costs and higher restructuring and related charges due to the absence of a gain on the sale of storage facilities recognized in the third quarter of fiscal 2025. These decreases were partially offset by improved live and breeding stock performance and increased sales volume.
38
Nine months – Fiscal 2026 vs Fiscal 2025
•Segment operating income in the first nine months increased due to improved live and breeding stock performance, lower feed ingredient costs and the absence of plant closure and disposal charges recognized in fiscal 2025, partially offset by legal contingency accruals recorded in fiscal 2026, higher freight and transportation costs and higher restructuring and related charges due to the absence of a gain on the sale of storage facilities recognized in the third quarter of fiscal 2025. In the first nine months of fiscal 2026, Chicken had net derivative gains of $12 million compared to net derivative losses of $64 million in the first nine months of fiscal 2025 due to our risk management activities, which exclude offsetting impacts from related physical purchase transactions.
Prepared Foods Segment Results
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | Change | June 27, 2026 | June 28, 2025 | Change | ||||||||||||||||||||||||||||||
| Sales | $ | 2,557 | $ | 2,515 | $ | 42 | $ | 7,741 | $ | 7,384 | $ | 357 | |||||||||||||||||||||||
| Sales volume change | 0.1 | % | 0.2 | % | |||||||||||||||||||||||||||||||
| Average sales price change | 1.6 | % | 4.6 | % | |||||||||||||||||||||||||||||||
| Segment operating income | $ | 312 | $ | 390 | $ | (78) | $ | 982 | $ | 1,016 | $ | (34) | |||||||||||||||||||||||
| Segment operating margin | 12.2 | % | 15.5 | % | 12.7 | % | 13.8 | % | |||||||||||||||||||||||||||
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Sales Volume – Sales volume increased in the third quarter and first nine months of fiscal 2026 driven by growth in retail.
•Average Sales Price – Average sales price increased in the third quarter and first nine months of fiscal 2026 due to the pass-through of increased raw material costs and sales channel mix.
•Segment Operating Income – Segment operating income decreased in the third quarter and first nine months of fiscal 2026 due to higher restructuring and related charges resulting from the absence of a gain on the sale of storage facilities recognized in the third quarter of fiscal 2025, higher raw material, freight and transportation costs and increased marketing, advertising and promotional spend. These decreases were partially offset by higher average sales price and improved operational execution.
International Segment Results
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | Change | June 27, 2026 | June 28, 2025 | Change | ||||||||||||||||||||||||||||||
| Sales | $ | 601 | $ | 557 | $ | 44 | $ | 1,760 | $ | 1,707 | $ | 53 | |||||||||||||||||||||||
| Sales Volume Change | (3.5) | % | (1.8) | % | |||||||||||||||||||||||||||||||
| Average Sales Price Change | 11.4 | % | 4.9 | % | |||||||||||||||||||||||||||||||
| Segment operating income | $ | 48 | $ | 65 | $ | (17) | $ | 127 | $ | 154 | $ | (27) | |||||||||||||||||||||||
| Segment operating margin | 8.0 | % | 11.7 | % | 7.2 | % | 9.0 | % | |||||||||||||||||||||||||||
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Sales – Sales increased in the third quarter and first nine months of fiscal 2026 as the increase in average sales price and impact from foreign exchange translation gains more than offset the decrease in sales volume.
•Segment Operating Income – Segment operating income decreased in the third quarter and first nine months of fiscal 2026 due to increased input costs and the absence of insurance proceeds from facility fire related costs and remuneration recognized from plant closure and disposal charges in fiscal 2025, partially offset by improved performance. Additionally, segment operating income in the first nine months of fiscal 2026 was impacted by a legal contingency accrual recognized in the first quarter of fiscal 2026 and benefited from lower restructuring and related charges.
39
Corporate Expenses and Amortization
| in millions | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||
| June 27, 2026 | June 28, 2025 | Change | June 27, 2026 | June 28, 2025 | Change | ||||||||||||||||||||||||||||||
| Corporate Expenses | $ | (251) | $ | (197) | $ | (54) | $ | (642) | $ | (574) | $ | (68) | |||||||||||||||||||||||
| Amortization | (54) | (64) | 10 | (162) | (193) | 31 | |||||||||||||||||||||||||||||
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Corporate Expenses –
Third quarter – Fiscal 2026 vs Fiscal 2025
•Corporate expenses increased in the third quarter of fiscal 2026 primarily due to $73 million of executive leadership transition charges recognized in fiscal 2026, which were partially offset by $8 million of increased gains related to deferred compensation and lower team member costs primarily from performance-based compensation.
Nine months – Fiscal 2026 vs Fiscal 2025
•Corporate expenses increased in the first nine months of fiscal 2026 primarily due to $73 million of executive leadership transition charges recognized in fiscal 2026 and a $15 million legal settlement gain recognized in fiscal 2025, with no corresponding income in fiscal 2026, which were partially offset by decreased professional fees, a $7 million gain on the sale of a corporate asset and lower team member costs primarily from performance-based compensation.
•Amortization – Amortization decreased in the third quarter and first nine months of fiscal 2026 primarily due to the lapping of $5 million and $17 million of accelerated amortization related to brand and product line discontinuation charges in the third quarter and first nine months of fiscal 2025, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our cash needs for working capital, capital expenditures, growth opportunities, repurchases of senior notes, repayment of maturing debt, the payment of dividends and share repurchases are expected to be met with current cash on hand, cash flows provided by operating activities or short-term borrowings. Based on our current expectations, we believe our liquidity and capital resources will be sufficient to operate our business. However, we may take advantage of opportunities to generate additional liquidity or refinance existing debt through capital market transactions. The amount, nature and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.
Cash Flows from Operating Activities
| in millions | Nine Months Ended | ||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| Net income | $ | 540 | $ | 449 | |||||||
| Non-cash items in net income | 1,319 | 1,362 | |||||||||
| Net changes in operating assets and liabilities: | |||||||||||
| (Increase) decrease in accounts receivable | 67 | (48) | |||||||||
| (Increase) decrease in inventories | (275) | (194) | |||||||||
| Increase (decrease) in accounts payable | 240 | (5) | |||||||||
| Increase (decrease) in income taxes payable/receivable | (155) | 69 | |||||||||
| Net changes in other operating assets and liabilities | (267) | (13) | |||||||||
| Net cash provided by operating activities | $ | 1,469 | $ | 1,620 | |||||||
•Non-cash items in net income primarily included depreciation and amortization of $1,055 million and $1,029 million for the nine months ended June 27, 2026 and June 28, 2025, respectively, impairment of equity investments of $75 million for the nine months ended June 27, 2026 and a $343 million goodwill impairment in the first nine months ended June 28, 2025.
•Cash provided by operating activities for the first nine months of fiscal 2026 was $1,469 million, a decrease of $151 million compared to the first nine months of fiscal 2025, as the $48 million of higher earnings, net of non-cash items, was more than offset by a $199 million decrease in cash provided by the net changes in operating assets and liabilities, which were primarily impacted by:
•A decrease of $254 million due to a decrease in the net changes in other operating assets and liabilities of $267 million in the first nine months of fiscal 2026, compared to a decrease of $13 million in the first nine months of fiscal 2025, primarily due to an increase in payments of accrued legal contingencies.
40
•A decrease of $224 million due to a decrease in income taxes payable/receivable of $155 million in the first nine months of fiscal 2026, compared to an increase of $69 million in the first nine months of fiscal 2025, primarily due to lower taxable income and settlements of state and local audits in fiscal 2026.
•Partially offset by:
•An increase of $245 million due to an increase in accounts payable of $240 million in the first nine months of fiscal 2026, compared to a decrease of $5 million in the first nine months of fiscal 2025, primarily due to an increase in days payable outstanding.
•An increase of $115 million due to a decrease in accounts receivable of $67 million in the first nine months of fiscal 2026, compared to an increase of $48 million in the first nine months of fiscal 2025, primarily due to the timing of higher sales at the end of fiscal year 2025.
Cash Flows from Investing Activities
| in millions | Nine Months Ended | ||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| Additions to property, plant and equipment | $ | (556) | $ | (691) | |||||||
| Proceeds from sale of (purchases of) marketable securities, net | 28 | (3) | |||||||||
| Proceeds from sale of storage facilities | 44 | 252 | |||||||||
| Acquisition of equity investments | — | (5) | |||||||||
| Other, net | 64 | 42 | |||||||||
| Net cash used for investing activities | $ | (420) | $ | (405) | |||||||
•Additions to property, plant and equipment included spending for production growth, safety, animal well-being, new equipment, infrastructure replacements and upgrades to maintain competitive standing and position us for future opportunities.
•We expect capital expenditures of $0.7 billion to $0.9 billion in fiscal 2026. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repairs.
•Proceeds from sale of storage facilities related to the sale of multiple Tyson-owned and operated cold storage facilities.
Cash Flows from Financing Activities
| in millions | Nine Months Ended | ||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| Proceeds from issuance of debt | $ | 564 | $ | 63 | |||||||
| Payments on debt | (1,435) | (876) | |||||||||
| Proceeds from issuance of commercial paper | 945 | — | |||||||||
| Repayments of commercial paper | (945) | — | |||||||||
| Purchases of Tyson Class A common stock | (123) | (42) | |||||||||
| Dividends | (529) | (524) | |||||||||
| Stock options exercised | 26 | 20 | |||||||||
| Other, net | (49) | (18) | |||||||||
| Net cash used for financing activities | $ | (1,546) | $ | (1,377) | |||||||
•During the first nine months of fiscal 2026, proceeds from the issuance of debt included $498 million of net proceeds from the 4.95% Notes due February 2036.
•During the nine months ended June 27, 2026, payments on debt using cash on hand and proceeds received from issuance of debt included a $440 million repayment of the outstanding term loan due May 2028, an $800 million repayment of the outstanding March 2026 Notes and $75 million of repurchases of senior notes on the open market. Payments on debt during the nine months ended June 28, 2025 included a $750 million payment on our term loan due May 2026.
•Dividends paid during the nine months ended June 27, 2026 reflected a 2% increase to our fiscal 2025 quarterly dividend rate.
•Subsequent to June 27, 2026, the Company repurchased an additional 0.9 million shares of its Class A common stock on the open market for an aggregate purchase price of approximately $49 million under its existing share repurchase program.
41
Liquidity
| in millions | |||||||||||||||||||||||||||||
| Commitments Expiration Date | Facility Amount | Outstanding Letters of Credit (no draw downs) | Amount Borrowed | Amount Available at June 27, 2026 | |||||||||||||||||||||||||
| Cash and cash equivalents | $ | 740 | |||||||||||||||||||||||||||
| Short-term investments | — | ||||||||||||||||||||||||||||
| Revolving credit facility | April 2030 | $ | 2,500 | $ | — | $ | — | 2,500 | |||||||||||||||||||||
| Revolving term loan credit facility | December 2028 | 750 | — | — | 750 | ||||||||||||||||||||||||
| Commercial paper | — | ||||||||||||||||||||||||||||
| Total liquidity | $ | 3,990 | |||||||||||||||||||||||||||
•Liquidity includes cash and cash equivalents, short-term investments, availability under our revolving credit facility and availability under our revolving term loan credit facility, less the outstanding commercial paper balance.
•At June 27, 2026, we had current debt of $1,427 million, which we intend to pay with our existing cash balance, cash generated from our operating activities and other existing or new liquidity sources.
•The revolving credit facility supports our short-term funding needs and also serves to backstop our commercial paper program. We had no borrowings under the revolving credit facility during the nine months ended June 27, 2026.
•In the first quarter of fiscal 2026, we entered into a $750 million revolving term loan credit facility. The facility will mature and the commitment thereunder will terminate in December 2028. The Company may make an election to convert all or part of the outstanding borrowings into one or more term loans that will mature up to seven years after the facility's maturity date. Interest on borrowings under the facility is based either on term or daily simple secured overnight financing rates, with an applicable spread, or an alternative base rate with an applicable spread. The facility contains covenants and other terms that are generally consistent with those of our revolving credit facility. We had no borrowings under the revolving term loan facility during the three or nine months ended June 27, 2026.
•We expect net interest expense to approximate $365 million for fiscal 2026.
•Our ratio of short-term assets to short-term liabilities ("current ratio") was 1.4 to 1 at June 27, 2026 and 1.6 to 1 at September 27, 2025. The decrease in fiscal 2026 is primarily due to the reclassification of the June 2027 Notes from long-term debt to current debt and decreased cash and cash equivalents, partially offset by decreased other current liabilities.
•At June 27, 2026, $480 million of our cash was held in the international accounts of our foreign subsidiaries. Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs. We manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. We intend to repatriate excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest the remainder of cash held by foreign subsidiaries outside of the United States. We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.
Capital Resources
Credit and Term Loan Facilities
Cash flows from operating activities and cash on hand are our primary sources of liquidity for funding debt service, capital expenditures, dividends and share repurchases. We also have a revolving credit facility, with a committed capacity of $2.5 billion, to provide additional liquidity for working capital needs and to backstop our commercial paper program. Additionally, we have a revolving term loan credit facility, with a committed capacity of $750 million, to provide additional liquidity.
At June 27, 2026, amounts available for borrowing under our revolving credit and term loan facilities totaled $3.3 billion. Our revolving credit facility is funded by a syndicate of 17 banks, with commitments ranging from $50 million to $225 million per bank.
Commercial Paper Program
Our commercial paper program provides a low-cost source of borrowing to fund general corporate purposes including working capital requirements. The maximum borrowing capacity under the commercial paper program is $1.75 billion. The maturities of the notes may vary, but may not exceed 397 days from the date of issuance. As of June 27, 2026, we had no commercial paper outstanding under this program. Our ability to access commercial paper in the future may be limited or its costs increased.
42
Credit Ratings
Revolving Credit Facility
The below table outlines the fees paid on the unused portion of the facility (“Facility Fee Rate”) and letter of credit fees and borrowings (“Borrowing Spread”) that corresponds to the applicable ratings levels from S&P Global Ratings, a division of S&P Global Inc., and its successors (“S&P”) and Moody’s Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors (“Moody’s”). S&P's applicable rating is “BBB” and Moody’s applicable rating is “Baa2”.
| Ratings Level (Moody’s/S&P) | Facility Fee Rate | Borrowing Spread | ||||||
| A3/A- or above | 0.090 | % | 0.785 | % | ||||
| Baa1/BBB+ | 0.100 | % | 0.900 | % | ||||
| Baa2/BBB (current level) | 0.110 | % | 1.015 | % | ||||
| Baa3/BBB- | 0.150 | % | 1.100 | % | ||||
| Ba1/BB+ or lower | 0.200 | % | 1.175 | % | ||||
Revolving Term Loan Credit Facility
The below table outlines the commitment fee on any unused borrowing capacity and the borrowing spread on the outstanding principal balance of our revolving term loan credit facility that corresponds to the applicable ratings levels from S&P and Moody’s and the designated tranche. Borrowings under the revolving term loan are separated into Tranche A, B, C or D with options to convert all or part of the outstanding borrowings into term loans that will mature one, three, five or seven years, respectively, after the facility's maturity date.
| Ratings Level (Moody’s/S&P) | Commitment Fee | Tranche A and B Borrowing Spread | Tranche C Borrowing Spread | Tranche D Borrowing Spread | ||||||||||
| Baa1/BBB+ or above | 0.100 | % | 1.500 | % | 1.575 | % | 1.725 | % | ||||||
| Baa2/BBB (current level) | 0.110 | % | 1.600 | % | 1.700 | % | 1.850 | % | ||||||
| Baa3/BBB- | 0.150 | % | 1.725 | % | 1.825 | % | 1.975 | % | ||||||
| Ba1/BB+ or lower | 0.200 | % | 1.975 | % | 2.075 | % | 2.225 | % | ||||||
In the event the rating levels differ, the Applicable Rate will be based upon the higher of the two Levels; however, if the split exceeds one notch, the Applicable Rate will be based on the Level one notch below the higher Level.
Debt Covenants
Our revolving credit facility and term loan credit facility contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case subject to certain qualifications and exceptions. In addition, we are required to maintain a minimum interest expense coverage ratio.
Our senior notes also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.
We were in compliance with all debt covenants at June 27, 2026 and we expect that we will maintain compliance.
RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS
Refer to the discussion of recently issued/adopted accounting pronouncements under Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies.
CRITICAL ACCOUNTING ESTIMATES
We consider accounting policies related to: contingent liabilities; revenue recognition; accrued self-insurance; defined benefit pension plans; impairment of long-lived assets and definite life intangibles; impairment of goodwill and indefinite life intangible assets; business combinations; and income taxes to be critical accounting estimates. These policies are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. Refer to Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies, for updates to our significant accounting policies during the nine months ended June 27, 2026. These critical accounting policies require us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes.
43
As further described in the impairment of goodwill and indefinite life intangible assets critical accounting estimate included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, we assess goodwill and indefinite life assets for impairment at least annually as of the first day of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may exceed the fair value. Our qualitative assessment for the first three quarters of fiscal 2026 did not indicate that it was more likely than not that the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative impairment test was deemed necessary. We consider reporting units and indefinite life intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment. One of our International reporting units, which had goodwill of $0.2 billion at June 27, 2026, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination, which was in the fourth quarter of fiscal 2025. All of our other remaining reporting units and indefinite life intangible assets' estimated fair values exceeded their carrying values by more than 20% as of their most recent assessments.
We continuously evaluate the changing macro-economic conditions including inflationary pressures, rising interest rates, demand outlook and export markets, as well as the Company's market capitalization. The estimated fair value of our reporting unit designated to have a heightened risk of impairment remains highly sensitive to future discount rate increases, changing macro-economic conditions and achievement of projected long-term operating margins. As of the latest fair value assessment in the fourth quarter of fiscal 2025, we estimated discount rates utilized in the discounted cash flow method would have to increase by more than approximately 125 basis points, with all other assumptions unchanged, before the carrying value of the International reporting unit at heightened risk of impairment would exceed its fair value. Although our remaining reporting units and all indefinite life intangible assets had more than 20% excess fair value over their carrying amounts as of the date of the most recent estimated fair value determination, they are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain information in this report constitutes forward-looking statements. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2026, other future economic circumstances, industry conditions in domestic and international markets, and our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
44
Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) the effectiveness of financial excellence programs or operational optimization plans; (ii) access to, and inputs from, foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (iii) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (iv) cyber attacks, other cyber incidents, security breaches or other disruptions of our information technology systems; (v) risks associated with our failure to consummate favorable acquisition transactions or integrate certain acquisitions’ operations; (vi) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (vii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (viii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (ix) outbreak of a livestock disease (such as African swine fever (ASF), avian influenza (AI), New World screwworm or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to conduct our operations; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) effectiveness of advertising and marketing programs; (xii) significant marketing plan changes by large customers or loss of one or more large customers; (xiii) our ability to leverage brand value propositions; (xiv) changes in availability and relative costs of labor and contract farmers and our ability to maintain good relationships with team members, labor unions, contract farmers and independent producers providing us livestock; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xvii) the effect of climate change and any legal or regulatory response thereto; (xviii) adverse results from litigation; (xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) those factors discussed in Item 1, Item 1A, and Item 7 of our Annual Report on Form 10-K for the year ended September 27, 2025 and our other periodic filings with the SEC.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Market risk relating to our operations results primarily from changes in commodity prices, interest rates and foreign exchange rates, as well as credit risk concentrations. To address certain of these risks, we enter into various derivative transactions as described below. If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset by changes in the fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in other comprehensive income (loss) until the hedged item is recognized in earnings.
Further, we hold certain positions, primarily in grain and livestock futures, that either do not meet the criteria for hedge accounting or are not designated as hedges. With the exception of normal purchases and normal sales that are expected to result in physical delivery, we record these positions at fair value, and the unrealized gains and losses are reported in earnings at each reporting date.
The sensitivity analyses presented below are the measures of potential changes in fair value resulting from hypothetical changes in market prices related to commodities. Sensitivity analyses do not consider the actions we may take to mitigate our exposure to changes, nor do they consider the effects such hypothetical adverse changes may have on overall economic activity. Actual changes in market prices may differ from hypothetical changes.
Commodities Risk
We purchase certain commodities, such as grains and livestock, during normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily forward contracts and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity. However, as the commodities underlying our derivative financial instruments can experience significant price fluctuations, any requirement to mark-to-market the positions that have not been designated or do not qualify as hedges could result in volatility in our results of operations. The contract terms of a hedge instrument closely mirror those of the hedged item providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting this risk reduction and correlation criteria are recorded using hedge accounting. We generally do not hedge anticipated transactions beyond 18 months. The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of June 27, 2026 and September 27, 2025, on the fair value of open positions. The fair value of such positions is a summation of the fair values calculated for each commodity by valuing each net position at quoted forward and option prices. The market risk exposure analysis includes both derivatives designated as hedge instruments and derivatives not designated as hedge instruments.
45
| Effect of 10% change in fair value | in millions | ||||||||||
| June 27, 2026 | September 27, 2025 | ||||||||||
| Livestock: | |||||||||||
| Live Cattle | $ | 12 | $ | 18 | |||||||
| Lean Hogs | 10 | 46 | |||||||||
| Grain: | |||||||||||
| Corn | 20 | 19 | |||||||||
| Soybean Meal | 23 | 23 | |||||||||
Interest Rate Risk
At June 27, 2026, we had variable rate debt of $56 million with a weighted average interest rate of 3.9%. A hypothetical 10% increase in interest rates effective at June 27, 2026 would increase annualized interest expense by less than $1 million.
Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At June 27, 2026, we had fixed-rate debt of $7,950 million with a weighted average interest rate of 4.9%. Market risk for fixed-rate debt is estimated as the potential increase in fair value, resulting from a hypothetical 10% decrease in interest rates. A hypothetical 10% change in interest rates would have changed the fair value of our fixed-rate debt by approximately $233 million at June 27, 2026 and $231 million at September 27, 2025. The fair values of our debt were estimated based on quoted market prices and/or published interest rates.
We are subject to interest rate risk associated with our pension and post-retirement benefit obligations. Changes in interest rates impact the liabilities associated with these benefit plans as well as the amount of income or expense recognized for these plans. Declines in the value of the plan assets could diminish the funded status of the pension plans and potentially increase the requirements to make cash contributions to these plans. See Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, for additional information.
Foreign Currency Risk
We have foreign exchange exposure from fluctuations in foreign currency exchange rates primarily as a result of certain receivable and payable balances. The primary currencies we have exposure to are the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican peso and the Thai baht. We periodically enter into foreign exchange forward and option contracts to hedge some portion of our foreign currency exposure. A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a $29 million and $21 million impact on pretax income at June 27, 2026 and September 27, 2025, respectively.
Concentration of Credit Risk
Refer to our market risk disclosures set forth in our Annual Report filed on Form 10-K for the fiscal year ended September 27, 2025, for a detailed discussion of quantitative and qualitative disclosures about concentration of credit risks.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)). Based on that evaluation, the CEO and CFO concluded that, as of June 27, 2026, the Company's disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the quarter ended June 27, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
46
PART II. OTHER INFORMATION
Item 1.Legal Proceedings
Refer to the description of the Broiler Antitrust Civil Litigation, the Pork Antitrust Litigation, the Beef Antitrust Litigation, and the Wage Rate Litigation under the heading “Commitments and Contingencies” in Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 14: Commitments and Contingencies, which discussion is incorporated herein by reference. Other than as set forth below and in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, there are no additional updates to the legal proceedings involving the Company and/or its subsidiaries.
On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the United States District Court for the Northern District of Oklahoma against the Company, three of its subsidiaries, six other poultry integrator entities, and one table egg company. The complaint, which was subsequently amended, asserts a number of state and federal causes of action including, but not limited to, counts under the Comprehensive Environmental Response, Compensation, and Liability Act, Resource Conservation and Recovery Act, and state-law public nuisance theories. The State of Oklahoma alleges that the defendants and certain contract growers who were not joined in the lawsuit polluted the surface waters, groundwater and associated drinking water supplies of the Illinois River Watershed through the land application of poultry litter. The State of Oklahoma’s claims were narrowed through various rulings issued before and during trial and its claims for natural resource damages were dismissed by the district court in a ruling issued on July 22, 2009, which was subsequently affirmed on appeal by the United States Court of Appeals for the Tenth Circuit. A non-jury trial of the remaining claims, including the State of Oklahoma’s request for injunctive relief, began on September 24, 2009. Closing arguments were held on February 11, 2010. On January 18, 2023, the district court entered Findings of Fact and Conclusions of Law in favor of the State of Oklahoma and directed the parties to confer in an attempt to reach an agreement on appropriate remedies. On June 12, 2023, the district court ordered the parties to mediation. The parties attended an in-person mediation on October 12, 2023, but were unable to reach a resolution. Defendants subsequently filed a post-trial motion to dismiss, which the district court denied on June 26, 2024. The district court convened an evidentiary hearing which concluded on December 17, 2024 and the parties completed post-hearing briefing. On June 17, 2025, the district court entered an opinion and order concluding that conditions in the Illinois River Watershed had not changed materially since the original trial in 2009 and 2010. The following day, the district court entered an order setting a schedule for the parties to make written submissions concerning the terms of the final judgment the court should enter. Those submissions were completed on August 11, 2025. The district court issued a judgment on December 19, 2025, imposing civil penalties on the defendants, including a civil penalty of approximately $0.2 million on the Company and its subsidiaries. The district court also ordered other remedies, including entering an injunction imposing certain poultry litter management restrictions and the appointment of a special master for the development and oversight of a remediation plan, to be funded by an initial payment of $10 million from the defendants. The Company appealed the judgment to the United States Court of Appeals for the Tenth Circuit. On February 12, 2026, the Company and the State of Oklahoma filed a joint motion asking the district court to approve a proposed consent judgment to memorialize a settlement under which the Company committed to certain poultry litter management restrictions as well as a contribution of approximately $18 million to fund the remediation and conservation of the Illinois River Watershed, and approximately $1 million to fund the appointment of a special master for a period of seven years to oversee compliance with those poultry litter management restrictions. On April 8, 2026, the district court denied the joint motion. The Company has appealed the district court's denial of this joint motion. The Company has also appealed the district court's December 19, 2025 judgment, and both appeals remain pending before the United States Court of Appeals for the Tenth Circuit. The district court has stayed the financial terms of its judgment pending the appeal, while certain poultry litter management restrictions remain in effect. On July 10, 2026, the Company and the other defendants entered into a settlement agreement with the State of Oklahoma intended to resolve the litigation. The settlement provides for an environmental relief fund of approximately $41.7 million in the aggregate, of which the Company's obligation is approximately $18 million, as well as a contribution by the Company of approximately $0.2 million to a penalty fund and approximately $1 million to an auditor fund. Pursuant to the agreement, the parties will cooperate to seek vacatur of the December 19, 2025 judgment and dismissal with prejudice of the claims against the defendants.
As of September 27, 2025, we had approximately 133,000 team members and, at any time have various employment practices matters outstanding. In the aggregate, these matters are important to the Company, and we devote considerable resources to managing employment issues. Additionally, we are subject to other lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. While the ultimate results of these matters cannot be determined, they are not expected to have a material adverse effect on our consolidated results of operations or financial position.
Item 1A.Risk Factors
Our business is subject to a variety of risks and uncertainties. These risks are described in this Quarterly Report on Form 10-Q and elsewhere in our other filings with the SEC, including Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. The risks identified in such reports have not changed in any material respect.
47
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
The table below provides information regarding our purchases of Class A stock during the three months ended June 27, 2026.
| Period | Total Number of Shares Purchased (2) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) | ||||||||||||||||
| March 29, 2026 - April 25, 2026 | 5,820 | $ | 64.46 | — | 45,933,022 | |||||||||||||||
| April 26, 2026 - May 30, 2026 | 30,402 | 65.78 | — | 45,933,022 | ||||||||||||||||
| May 31, 2026 - June 27, 2026 | 569,095 | 57.12 | 568,939 | 45,364,083 | ||||||||||||||||
| Total | 605,317 | $ | 57.63 | 568,939 | 45,364,083 | |||||||||||||||
(1)On February 7, 2003, our Board of Directors approved a program to repurchase up to 25 million shares of Class A common stock from time to time in open market or privately negotiated transactions. Additionally, our Board of Directors approved increases to the number of shares authorized to repurchase under the program of 43 million shares on August 7, 2025, 50 million shares on February 5, 2016, 25 million shares on January 30, 2014 and 35 million shares on May 3, 2012. The program has no fixed or scheduled termination date.
(2)We purchased 36,378 shares during the period that were not made pursuant to our previously announced stock repurchase program but were purchased to fund certain Company obligations under our equity compensation plans.
(3)We purchased 568,939 shares during the three months ended June 27, 2026 pursuant to our previously announced stock repurchase program.
Item 3.Defaults Upon Senior Securities
None.
Item 4.Mine Safety Disclosures
Not Applicable.
Item 5.Other Information
Director and Officer Trading Arrangements
None of the Company's directors or executive officers adopted terminated
48
Item 6.Exhibits
The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q.
| Exhibit No. | Exhibit Description | |||||||||||||
| 10.1 | * ** | |||||||||||||
| 10.2 | * ** | |||||||||||||
| 10.3 | * ** | |||||||||||||
| 10.4 | * ** | |||||||||||||
| 19 | ** | |||||||||||||
| 31.1 | ** | |||||||||||||
| 31.2 | ** | |||||||||||||
| 32.1 | *** | |||||||||||||
| 32.2 | *** | |||||||||||||
| 101 | The following information from our Quarterly Report on Form 10-Q for the quarter ended June 27, 2026, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Shareholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements. | |||||||||||||
| 104 | Cover Page Interactive Data File formatted in iXBRL. | |||||||||||||
| * | Indicates a management contract or compensatory plan or arrangement. | |||||||||||||
| ** | Filed herewith | |||||||||||||
| *** | Furnished herewith | |||||||||||||
49
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TYSON FOODS, INC. | |||||||||||
| Date: August 3, 2026 | /s/ Curt T. Calaway | ||||||||||
| Curt T. Calaway | |||||||||||
| Chief Financial Officer | |||||||||||
| Date: August 3, 2026 | /s/ Phillip W. Thomas | ||||||||||
| Phillip W. Thomas | |||||||||||
| Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | |||||||||||
50
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”), entered into on 27th day of May 2026, is by and between Tyson Foods, Inc., a Delaware corporation, and any of its subsidiaries and affiliates (hereinafter collectively referred to as “Tyson”), and Jeffrey K. Schomburger (hereinafter referred to as “you”).
WITNESSETH:
WHEREAS, prior to entering this Agreement, you have served as a member on the Board of Directors of Tyson Foods, Inc. (the “Board”) since December 2016;
WHEREAS, the Board has seen fit to offer you employment as a senior executive with Tyson Foods, Inc., effective July 1, 2026 (the “Effective Date”) and offer you the position of President and Chief Executive Officer of Tyson Foods, Inc., effective as of October 4, 2026;
WHEREAS, in connection with your employment offer, Tyson desires to enter into this Agreement with you to reflect the terms of your compensation in connection with the President and Chief Executive Officer position and other agreements between you and Tyson;
WHEREAS, Tyson is engaged in a very competitive business, where the development and retention of extensive confidential information, trade secrets and proprietary information as well as customer relationships and goodwill are critical to future business success;
WHEREAS, by virtue of your role on the Board, you have been and continue to be involved in the development of, and have had and will continue to have access to, Tyson’s confidential information, trade secrets and proprietary information, and, if such information were to get into the hands of competitors of Tyson, it could do substantial business harm to Tyson;
WHEREAS, unless you execute this Agreement, you will not continue to be provided with or given access to Tyson’s customers and goodwill or Tyson’s confidential information, trade secrets and proprietary information, and therefore will not be able to serve as President and Chief Executive Officer of Tyson; and
WHEREAS, Tyson has advised you that agreement to the terms of this Agreement, and specifically the non-compete and non-solicitation sections, is an integral part of this Agreement, and you acknowledge the importance of the non-compete and non-solicitation sections, and having reviewed the Agreement as a whole, are willing to commit to the restrictions set forth herein.
NOW, THEREFORE, Tyson and you hereby mutually agree as follows:
1. Employment.
(a) Consideration. In consideration of the above and other good and valuable consideration, you are expressly being given employment, continued employment, a relationship with Tyson, certain monies, benefits, severance, stock awards, training and/or access to trade secrets and confidential information of Tyson and its customers, suppliers, vendors or affiliates to which you would not have access but for your relationship with Tyson in exchange for you agreeing to the terms of this Agreement.
Exhibit 10.1
(b) Duties. Tyson hereby agrees to modify your relationship with Tyson and employ you and you hereby accept employment with Tyson, effective as of July 1, 2026 and as President and Chief Executive Officer, effective as of October 4, 2026. The duties and services required to be performed by you shall be consistent with your position, as assigned by the Board in its sole discretion from time to time. You agree to devote substantially all of your working time, attention and energies to the business of Tyson. You may make and manage personal investments (provided such investments in other activities do not violate, in any material respect, the provisions of Section 6 of this Agreement), be involved in charitable and professional activities, and, with the prior written consent of the Chairman of the Compensation and Leadership Development Committee of the Board (the “CLDC Chairman”), serve on boards of other for profit entities, provided such activities do not materially interfere with the performance of your duties hereunder. You agree that during your employment with Tyson, you will not engage in any (i) competitive outside business activities, (ii) work for an outside business that provides goods or services to Tyson, or (iii) work for outside business that buys products from Tyson, other than with the CLDC Chairman’s written approval. You will devote your best efforts to the performance of your duties and the advancement of Tyson and shall not engage in any other employment, profitable activities, or other pursuits which would cause you to disclose or utilize Confidential Information (as defined in Section 6(a)), or reflect adversely on Tyson. This obligation shall include, but is not limited to, obtaining the consent of the CLDC Chairman prior to performing tasks for business associates of Tyson outside of your customary duties for Tyson, giving speeches or writing articles, blogs, or posts, about Tyson’s business, improperly using Tyson’s name or identifying your association or position with Tyson in a manner that reflects unfavorably upon Tyson. You further agree that you will not use, incorporate, or otherwise create any business entity or organization or domain name using any name confusingly similar to the name of Tyson or the name of any affiliate of Tyson or any other name under which any such entities do business.
(c) Term of Employment. Your employment under this Agreement will commence on the Effective Date above and end (i) on the date your employment terminates pursuant to Section 3 or (ii) on the completion of a three-year term on October 4, 2029, unless by mutual agreement this Agreement is renewed and/or extended (the “Period of Employment”). Upon the completion of a three-year term, or such extended term as is mutually agreed upon, and subsequent termination consistent with Section 3(a), it is the intention of the parties to negotiate a consulting agreement with an applicable term of no less than one year. Your employment status, compensation, benefits, and any applicable perquisites associated with the consultancy will be negotiated at or near the completion date of this Agreement; provided, however, that it is the intent of the parties that such agreement may provide for annualized compensation equal to annual base salary and target annual cash bonus in effect at the time of your termination of employment, and for the use of accrued and unused personal aircraft hours (but not for further accrual of additional hours), consistent with Section 2(d) below. For clarity, and notwithstanding anything to the contrary herein, discussion of or reference made to a consulting agreement does not give rise to any entitlement in advance of a written mutual agreement.
2
Exhibit 10.1
2. Compensation.
(a) Base Salary. For the services to be performed hereunder during the Period of Employment, Tyson shall pay you at an annual base salary of $1,600,000.00, which may be adjusted by Tyson from time to time, as determined by and subject to the discretion of the Compensation and Leadership Development Committee of the Board (“CLDC”). Such base salary shall be paid in accordance with Tyson’s payroll practice.
(b) Performance Incentive Eligibility. You may receive performance incentive awards under Tyson’s annual incentive plan then in effect (if any), on terms and in amounts as determined by and subject to the discretion of the CLDC.
(c) Stock Grants. You may receive stock awards under an equity incentive compensation plan of Tyson then in effect (if any), on terms and in amounts as determined by and subject to the discretion of the CLDC.
(d) Perquisites. During the Period of Employment, Tyson shall make available to you Tyson aircraft for personal use in a manner consistent with Tyson’s then- existing policies; provided that your personal use of Tyson aircraft shall not interfere with Tyson’s use of such aircraft. Such use will be limited to thirty (30) hours per year, measured on a calendar year basis. Unused hours in a given year (including hours carried over from a prior year) shall carry over until the date on which your service as President and Chief Executive Officer, and service under any subsequent consulting agreement pursuant to Section 1(c), ceases. At that time, any unused hours will be forfeited and no further hours shall accrue. You will also receive a one-time payment in the amount of $75,000.00 intended to cover any relocation expenses you may incur.
(e) Benefit Plans, Vacation and Reimbursement Programs. You shall be entitled to participate in any benefit plans of Tyson as adopted or amended from time to time on terms and in amounts consistent with those generally applicable to other senior executive-level employees. You will be entitled to an annual paid vacation in accordance with Tyson’s applicable vacation policy, as in effect from time to time. Tyson will pay or reimburse you for all reasonable expenses actually incurred or paid by you in the performance of your services to Tyson, subject to and in accordance with applicable expense reimbursement and related policies and procedures as in effect from time to time.
(f) Review. Base salary, performance incentive compensation, stock grant levels, and plan participation will be subject to review annually (or from time to time at the discretion of the CLDC), when compensation of other officers and managers of Tyson are reviewed for consideration of adjustments thereof.
3. Termination. Upon any termination of your employment for any reason, you shall immediately resign from all boards, offices and other positions with Tyson or from any board or committee of an association or industry group where you represent Tyson. The date upon which your employment terminates and the Period of Employment ends will be your “Termination Date” for all purposes of this Agreement. Your employment may be terminated under this Agreement in the following events:
3
Exhibit 10.1
(a) Completion of Term. The term of this Agreement being three years, your employment will terminate upon October 4, 2029 if not extended or terminated in advance of this date for one of the events described in (b) through (g) below.
(b) Death. Your employment hereunder will terminate upon your death.
(c) Disability. Your employment hereunder will terminate upon your “Disability”. For purposes of this Agreement, Disability has the same meaning as provided in the long-term disability plan or policy maintained or, if applicable, most recently maintained, by Tyson. If no long-term disability plan or policy was ever maintained on behalf of you or, if the determination of Disability relates to an incentive stock option, Disability means that condition described in Section 22 (e)(3) of the Internal Revenue Code (the “Code”), as amended from time to time. In the event of a dispute, the determination of Disability will be made by the Committee (as defined in Tyson’s equity incentive plan) and will be supported by advice of a physician competent in the area to which such Disability relates.
(d) Termination by You for Good Reason. Upon the occurrence of a “Good Reason” event, you may terminate your employment pursuant to this Agreement by providing a notice of termination for Good Reason to Tyson within no more than seven (7) days of the Good Reason event and providing Tyson thirty (30) days following receipt of such notice to cure the Good Reason event. If Tyson cures the Good Reason event within such thirty (30) day period, you may not terminate your employment for Good Reason (but you may voluntarily resign pursuant to Section 3(e) below). If Tyson fails to cure the Good Reason event within such thirty (30) day period, your termination of employment will be effective under this Section 3(d) at the end of such thirty (30) day period. For purposes of the Agreement, “Good Reason” means (i) you having been demoted from the position of Chief Executive Officer which Tyson does not cure, within the time period specified in this Section 3(d), by restoring you to the position of Chief Executive Officer, (ii) the assignment to you of any duties materially inconsistent with your position as Chief Executive Officer, (iii) a reduction in the sum of your base salary, your target annual incentive, and your target long-term equity incentive award opportunities of more than 15% from the total in effect immediately prior to such change, or (iv) the relocation of your principal work location by more than 50 miles.
(e) Voluntary Termination by You without Good Reason. You may terminate your employment pursuant to this Agreement at any time by not less than thirty (30) days prior written notice to Tyson, which notice period may be waived by Tyson. Upon receipt of such notice, Tyson shall have the right, at its sole discretion, to accelerate your Termination Date at any time during said notice period.
(f) Termination for Cause by Tyson. Tyson may terminate your employment hereunder for “Cause” at any time after providing a notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events:
i. any willful and wrongful conduct or willful and wrongful omission by you that, in each case, injures or is reasonably likely to injure Tyson;
4
Exhibit 10.1
ii. any act by you of intentional misrepresentation or embezzlement, misappropriation or conversion of assets of Tyson;
iii. you are convicted of, confess to, plead no contest to, or become the subject of proceedings that provide a reasonable basis, after due inquiry, for Tyson to believe that you have been engaged in a felony;
iv. your intentional or willful violation of your fiduciary duty to Tyson, any restrictive covenant provided for under Section 6 of this Agreement or any other agreement with Tyson to which you are a party; or
v. the Board’s determination, after due inquiry and your reasonable opportunity to be heard, of your breach or violation of any written policies relating to harassment, discrimination, retaliation, or standards of behavior.
For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of Tyson. In no event shall Tyson’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of Tyson’s right to terminate you for Cause as a result thereof.
(g) Termination by Tyson without Cause. Tyson may terminate your employment hereunder without Cause at any time upon notice to you.
4. Compensation Following Termination of Employment. In the event that your employment hereunder is terminated in a manner as set forth in Section 3 above, you shall be entitled to the compensation and benefits provided under this Section 4.
(a) Termination Due to Voluntary Termination without Good Reason or Termination for Cause by Tyson. In the event that your employment is terminated by reason of voluntary termination by you without Good Reason (including, without limitation, your decision to retire) pursuant to Section 3(e) or for Cause by Tyson pursuant to Section 3(f), Tyson shall pay the following amounts to you or your estate:
i. Any accrued but unpaid base salary for services rendered to the Termination Date, any accrued but unpaid expenses required to be reimbursed under this Agreement, and any vacation accrued but unused to the Termination Date (collectively, “Accrued Compensation”); and
ii. Any benefits accrued through the date of termination to which you may be entitled pursuant to the plans, policies and arrangements, as determined and paid in accordance with the terms of such plans, policies and arrangements (collectively, “Plan Benefits”).
5
Exhibit 10.1
(b) Termination Due to Completion of Term, Death or Disability. In the event that your employment is terminated by reason of Completion of Term pursuant to Section 3(a), death pursuant to Section 3(b), or Disability pursuant to Section 3(c), Tyson shall pay the following amounts to you or your estate:
i. Accrued Compensation;
ii. Plan Benefits; and
iii. Subject to your execution and non-revocation of the Release (as defined below), the treatment of your equity awards will be governed by the provisions of the applicable award agreements and equity plan(s) under which such awards were granted; provided, however, that such awards will become fully vested and distributable without the application of any language contained in the applicable award agreements requiring prorated or otherwise reduced vesting at termination.
(c) Termination by Tyson without Cause or by you for Good Reason. In the event that your employment is terminated by Tyson without Cause pursuant to Section 3(g) or by you for Good Reason pursuant to Section 3(d), Tyson shall pay the following amounts to you;
i. Accrued Compensation;
ii. Plan Benefits;
iii. Subject to your execution and non-revocation of the Release (as defined below), the treatment of your equity awards will be governed by the provisions of the applicable award agreements and equity plan(s) under which such awards were granted; provided, however, that such awards will become fully vested and distributable without the application of any language contained in the applicable award agreements requiring prorated or otherwise reduced vesting at termination.
iv. Subject to your execution and non-revocation of the Release (as defined below), an amount equal to the sum of (x) 24 months of your base salary and (y) two times your annual cash-based target bonus (the “Severance Amount”). The Severance Amount will be paid over 24 months in accordance with Tyson’s payroll practice;
6
Exhibit 10.1
v. Subject to your execution and non-revocation of the Release, if upon the Termination Date you are eligible for and timely elect COBRA health continuation coverage under Tyson’s group health plan(s) for yourself and, if applicable, your eligible dependents, such coverage will be paid for by Tyson, less the portion of the premium cost paid by active employees for the same type and level of coverage, for a period of up to four (4) weeks beginning with the first day of the COBRA health continuation coverage period, provided you timely pay your portion of the premium due for such coverage. Once the premium subsidy ends, you must pay the full COBRA premium to maintain coverages. However, subject to the limitations set forth in (i) through (iv) below, for each month that you continue to be entitled to receive any payments under Section 4(c)(iv) (including, for this purpose, any such Severance Amounts that are delayed in accordance with Code Section 409A), Tyson will pay a taxable reimbursement (without any form of tax gross-up) to you in an amount equal to the difference between the full COBRA premium you paid for coverage and the actively employed team member rate for the same type and level of coverage. All of the terms and conditions of Tyson’s group health plan(s), as amended from time to time, shall apply to such coverage, including any rule that COBRA continuation coverage will end when an individual first becomes covered under any other group health plan or entitled to Medicare. Such taxable reimbursement amount shall end on the date on which occurs the earliest of the following: (i) the date on which you cease to be entitled to receive any payments under Section 4(c)(iv) for any reason; (ii) the date you cease to be eligible for COBRA health continuation coverage; (iii) 18 months; or (iv) the date you notify Tyson that you no longer desire coverage under Tyson’s group health plan(s); and
vi. Subject to your execution and non-revocation of the Release, in the event Tyson performance criteria for payment of an annual incentive bonus are achieved as of the close of the Tyson fiscal year in which the Termination Date occurs based on the actual performance level achieved for such fiscal year (as determined (x) treating any individual factors as fully satisfied and (y) without regard for any exercise of negative discretion unless such exercise is applicable to all similarly situated executives with like force and effect), a pro-rata annual incentive bonus calculated on actual performance for the fiscal year in which the termination occurs multiplied by a fraction, the numerator of which is the number of days you were employed by Tyson in the annual performance period and the denominator of which is the total number of days included within such annual performance period, paid at the same time as payment is made to all other participants under the annual incentive bonus program, but in no event later than 2½ months following the end of Tyson’s fiscal year in which the Termination Date occurs.
7
Exhibit 10.1
(d) Release. For purposes of this Agreement, “Release” means that specific document which Tyson shall present to you for consideration and execution after your termination of employment, under which you agree to irrevocably and unconditionally release and forever discharge Tyson and related parties from any and all causes of action which you at that time had or may have had against Tyson (excluding any claim for indemnity under this Agreement, or any claim under state workers’ compensation or unemployment laws), plus other customary provisions required by Tyson that are contained in Tyson’s form Release (discussed below). The Release will be provided to you as soon as practical after your Termination Date, but in any event in sufficient time so that you will have adequate time to review the Release as provided by applicable law. The Release must be signed within twenty-one (21) days of its presentation to you (or within forty-five (45) days if you are terminated as part of a group termination). After you sign the Release, you will have seven (7) days to change your mind and to revoke your signature. The Release shall not become effective until the seven (7) day revocation period has expired without revocation. Tyson maintains a form of Release, which it may change from time to time in its sole discretion and as it deems appropriate. The latest version of the Release shall be available for your review upon request. Subject to the payment provisions of Section 2.4 of the Executive Severance Plan of Tyson Foods, Inc., and Section 11 below, any payments subject to a Release shall commence on the first payroll period commencing on or after the date the Release becomes effective (the “First Payroll Date”); however, in the event the payments constitute salary continuation or similar periodic payments, the payment on the First Payroll Date will include any such periodic payments that have accrued between your Termination Date and the First Payroll Date.
5. Stock Grants on Change in Control. Upon the occurrence of a Change in Control (defined below) the stock awards that have been granted to you pursuant to award agreements from Tyson under Section 2, or which have otherwise been previously granted to you under an award agreement from Tyson, and which awards remain outstanding at the time of the Change in Control, will be treated in accordance with the applicable award agreements. For purposes of this Agreement, the term “Change in Control” shall have the same meaning as set forth in the applicable award agreements.
8
Exhibit 10.1
6. Restrictive Covenants and Other Restrictions.
(a) Confidential Information.
i. You acknowledge that during the course of your employment with Tyson, you will be provided, learn, develop and have access to Tyson’s trade secrets, confidential information and proprietary materials which may include, but are not limited to, the following: strategies, methods, books, records, and documents; technical information concerning products, formulas, production, distribution, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, suppliers, vendors, investors, and other business affiliates (such as contact name, service provided, pricing, type and amount of services used, credit and financial data, and/or other information relating to Tyson’s relationship with that business affiliate); pricing strategies and price curves; positions, plans, and strategies for expansion or acquisitions; budgets; customer lists; research; weather data; financial analysis, returns and reports and sales data; trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating Tyson; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; personnel information, including salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other information, whether tangible or intangible, in any form or medium provided (collectively, “Confidential Information”) which is not generally available to the public and which has been developed, will be developed or acquired by Tyson at considerable effort and expense. Without limiting the foregoing, you acknowledge and agree that you have already or will learn, be provided, develop and have access to certain techniques, methods or applications implemented or developed by Tyson which are not generally known to the public or within the community in which Tyson competes, and any and all such information shall be treated as Confidential Information.
ii. During your employment with Tyson and at any time thereafter, unless otherwise specifically authorized in writing by Tyson, you hereby covenant and agree: (A) to hold Confidential Information in the strictest confidence; (B) not to, directly or indirectly, disclose, divulge or reveal any Confidential Information to any person or entity other than as authorized by Tyson; (C) to use such Confidential Information only within the scope of your employment with Tyson and for the benefit of Tyson; and (D) to take such protective measures as may be reasonably necessary to preserve the secrecy and interests of Tyson in the Confidential Information. You agree to immediately notify Tyson of any unauthorized disclosure or use of any Confidential Information of which you become aware.
9
Exhibit 10.1
iii. Nothing in the Agreement or any other agreements that you have with Tyson (A) prohibits or restricts you from disclosing relevant and necessary information or documents in any action, investigation, or proceeding relating to your employment by Tyson, (B) prohibits or restricts you from cooperating with, providing relevant information to, testifying before, or otherwise assisting in an investigation or proceeding by the Securities and Exchange Commission (“SEC”), or any other governmental or regulatory body or official(s) or self-regulatory organization regarding a possible violation of law, rules, or regulations, (C) (1) prohibits or restricts you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation or (2) requires that you obtain the prior authorization of Tyson or Tyson’s General Counsel to make any such reports or disclosures, and you are not required to notify Tyson or Tyson’s General Counsel that you have made such reports or disclosures, or (D) prohibits or restricts you from voluntarily disclosing information about your own compensation; provided that, if permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents covered by the Agreement, you shall, prior to disclosing such information or documents, give prompt written notice to Tyson to permit Tyson to protect its interests to the fullest extent possible, including, but not limited to, by seeking a protective order.
iv. You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Furthermore, if you file a lawsuit for retaliation by Tyson for reporting a suspected violation of law, you may disclose Tyson’s trade secrets to your attorney and use the trade secret information in the court proceeding if you: (1) file any document containing the trade secret under seal; and (2) do not disclose the trade secret, except pursuant to court order.
10
Exhibit 10.1
(b) Creative Works.
i. “Creative Works” include, but are not limited to, all original works of authorship, inventions, discoveries, designs, computer hardware and software, algorithms, programming, scripts, applets, databases, database structures, or other proprietary information, business ideas, and related improvements and devices, which are conceived, developed, or made by you, either alone or with others, in whole or in part, on or off Tyson’s premises, (A) during your employment with Tyson, (B) with the use of the time, materials, or facilities of Tyson, (C) relating to any product, service, or activity of Tyson of which you have knowledge, or (D) suggested by or resulting from any work performed by you for Tyson. Creative Works do not include inventions or other works developed by you entirely on your own time without using Tyson’s equipment, supplies, facilities, or trade secret information except for those inventions or works developed during your employment with Tyson that either: (1) relate at the time of conception or reduction to practice of the invention to Tyson’s business, or actual or demonstrably anticipated research or development of Tyson; or (2) result from any work performed by you for Tyson.
ii. To the extent any rights in the Creative Works are not already owned by Tyson, you irrevocably assign and transfer to Tyson all proprietary rights, including, but not limited to, all patent, copyright, trade secret, trademark, and publicity rights, in the Creative Works and agree that Tyson will be the sole and exclusive owner of all right, title, and interest in the Creative Works. Tyson will have the right to use all Creative Works, whether original or derivative, in any manner whatsoever and in any medium now known or later developed. You agree not, at any time, to assert any claim, ownership, or other interest in any of the Creative Works or Confidential Information.
iii. Both during and after your employment, you agree to execute any documents necessary to effectuate the assignment to Tyson of the Creative Works, and will execute all papers and perform any other lawful acts reasonably requested by Tyson for the preparation, prosecution, procurement, and maintenance of any trademark, copyright, and/or patent rights in and for the Creative Works, You further agree that you will not be entitled to any compensation in addition to the salary paid to you during the development of the Creative Works. In the event Tyson is unable for any reason to secure your signature to any document Tyson reasonably requests you to execute under this Section 6(b), you hereby irrevocably designate and appoint Tyson and its authorized officers and agents as your agents and attorneys-in-fact to act for and in your behalf and instead of you to execute such document with the same legal force and effect as if executed by you.
(c) No Restrictions on Employment. You are being employed or continuing to be employed by Tyson with the understanding that (i) you are free to enter into employment or continued employment with Tyson, (ii) your employment with Tyson will not violate any agreement you may have with a third party (e.g., existing employment, non-compete, intellectual property ownership, and/or non- disclosure agreements) and (iii) only Tyson is entitled to the benefit of your work.
11
Exhibit 10.1
If you have any agreements with a prior employer, you are required to provide such agreements to Tyson prior to executing this Agreement. Tyson has no interest in using any other person’s patents, copyrights, trade secrets, or trademarks in an unlawful manner. You should not disclose to Tyson or any employee of Tyson any intellectual property or confidential information of your prior employers or anyone else or misapply proprietary rights that Tyson has no right to use and you further represent and warrant that you have either already returned or have coordinated the return of all such information to any prior employer.
(d) Removal and Return of Tyson Property. All written materials, records, data, and other documents prepared or possessed by you during your employment with Tyson are Tyson’s property. All memoranda, notes, records, files, correspondence, drawings, manuals, models, specifications, computer programs, maps, and all other documents, data, or materials of any type embodying such information, ideas, concepts, improvements, discoveries, and inventions are Tyson’s property. You agree not to remove any property of Tyson, including, but not limited to, any Confidential Information or Creative Works, from Tyson’s premises, except as authorized under Tyson’s policies or with the prior written approval of Tyson’s General Counsel or Chief Human Resources Officer. Unless specifically authorized by Tyson in writing, you may not place Tyson Confidential Information or Creative Works on Removable Media, as defined below. On Tyson’s request, your acceptance of other employment, or the termination of your employment for any reason, you will immediately return to Tyson all Tyson property, including all Confidential Information and Creative Works and any and all documents and materials that contain, refer to, or relate in any way to any Confidential Information, as well as any other property of Tyson in your possession or control, including all electronic and telephonic equipment, credit cards, security badges, and passwords. You will permit Tyson to inspect any property provided by Tyson to you or developed by you as a result of or in connection with your employment with Tyson when you accept other employment or otherwise separate from your employment for any reason, regardless of where the property is located. For purposes of this Section 6(d), “Removable Media” means portable or removable hard disks, floppy disks, USB memory drives, zip disks, optical disks, CDs, DVDs, digital film, memory cards (e.g., Secure Digital (SD), Memory Sticks (MS), CompactFlash (CF), SmartMedia (SM), MultiMediaCard (MMC), and xD-Picture Card (xD)), magnetic tape, and all other removable data storage media.
(e) Non-Competition.
i. You acknowledge that Tyson conducts business throughout the United States and in other territories throughout the world, and that Tyson may expand its operations to include additional territories from time to time, and that your duties and services impact Tyson’s conducting business throughout all of the territories in which Tyson operates and intends to operate. Accordingly, you acknowledge the need for certain restrictions contained in this Agreement, without limitation as to location or geography within the territories in which Tyson operates or plans to operate, including the United States.
12
Exhibit 10.1
ii. You agree that during your employment with Tyson, and for a period of 24 months following your Termination Date for any reason, you will not directly or indirectly, on behalf of yourself or in conjunction with any other person, company or entity, own (other than less than 5% ownership in a publicly traded company), manage, operate, or participate in the ownership, management, operation, or control of, or be employed by or a consultant or advisor to any person, company or entity (A) which is in competition with Tyson, or (B) which would benefit from your using or disclosing, whether or not intentionally, Confidential Information of Tyson.
iii. You agree that during your employment with Tyson and for a period of 24 months following your Termination Date for any reason, you will not directly or indirectly, on behalf of you or any other person, company or entity, participate in the planning, research or development of any strategies or methodologies, similar to strategies or methodologies, utilized or developed by Tyson, excluding general industry knowledge, for which you had access to, utilized or developed during the 36 months preceding your Termination Date. You agree that nothing in this Section 6(e) shall limit your confidentiality obligations in this Agreement.
iv. Further, you understand and agree that during your employment and the restricted time periods thereafter as designated in this Agreement, while you may gather information to investigate other employment opportunities, you shall not make plans or prepare to compete, solicit or take on activities which are in violation of this Agreement. You are required to show this Agreement to all new employers prior to accepting new employment and Tyson shall also be permitted to show this Agreement to all new employers or yours as well. In addition, before accepting a position or entering into a relationship with any person, company or entity that is, in whole or in part, a competitor, or could reasonably be construed to be a competitor, or is taking steps to become a competitor, with Tyson, you are required to inform Tyson of the identity of such person, company or entity and your anticipated responsibilities for, or relationship with, such person, company or entity.
(f) Non-Solicitation. You agree that during your employment with Tyson and for a period of 36 months following your Termination Date, you will not, for any reason, nor will you assist any third party to, directly or indirectly (i) raid, hire, solicit, encourage or attempt to persuade any employee or independent contractor of Tyson, or any person who was an employee or independent contractor of Tyson during the 6 months preceding the Termination Date, to leave the employ of or terminate a relationship with Tyson; (ii) interfere with the performance by any such persons of their duties for Tyson; (iii) solicit, encourage or attempt to persuade any person, company or entity that was a customer or vendor of Tyson during the 6 months preceding your Termination Date to terminate, diminish or modify its relationship with Tyson, or (iv) communicate with any such person, company or entity for the purposes prohibited in Section 6(e).
13
Exhibit 10.1
(g) Non-Disparagement.
i. You agree that you shall not at any time engage in any form of conduct, or make any statement or representation, either oral or written, that disparages, impugns or otherwise impairs the reputation, goodwill or interests of Tyson, or any of its officers, directors, shareholders, managing members, representatives, and/or employees or agents in either the individual or representative capacities of any of the foregoing individuals (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments). Nor shall you direct, arrange or encourage others to make any such derogatory or disparaging statements on your behalf.
ii. Tyson agrees that it will instruct its directors and executive officers not to make any public statement or representation that disparages, impugns or otherwise impairs your reputation and Tyson further agrees not to make any official, public statement or representation that disparages, impugns or otherwise impairs your reputation.
iii. Nothing in this Section 6, however, shall prevent you or Tyson from providing truthful testimony or information in any proceeding or in response to any request from any governmental agency, or judicial, arbitral or self-regulatory forum, or as otherwise required by law.
7. Cooperation. You agree that you will cooperate with Tyson and its internal and external attorneys in the prosecution or defense of any litigation, administrative action or proceeding, regulatory proceeding, or claims (including those currently pending or brought in the future) related to, arising from, or in connection with events, matters, acts, or omissions which occurred or accrued during your time of employment and to which you may be a witness or other interested party. Your cooperation will include, without limitation, being reasonably available for meetings and interviews with Tyson’s counsel and appearing for, and providing truthful testimony in, depositions and at trial without the need for a subpoena. With respect to any such depositions, interviews, or appearances, you agree to be represented by Tyson’s counsel and to work with such counsel in preparation therefor. Tyson will reimburse you for all reasonable expenses, including travel costs, approved in advance and incurred during such cooperation.
8. Remedies.
(a) Effect of Breach. You acknowledge and agree that, in the event of any breach by you of the terms and conditions of this Agreement, your accrued benefits pursuant to the terms of certain benefit plans and programs may be discontinued or forfeited, in addition to any other rights and remedies Tyson may have at law or in equity. In addition, you acknowledge and agree that, in the event of any breach by you of the terms and conditions of this Agreement, Tyson may elect to cancel any and all payments of benefits otherwise due to you, but not yet paid, under this Agreement or otherwise; and you will refund to Tyson any amounts previously paid by Tyson to you in excess of your Accrued Compensation and Plan Benefits (within the meaning of Section 4).
14
Exhibit 10.1
(b) You acknowledge that irreparable damage would result to Tyson if the provisions of this Agreement are not specifically enforced, and that, in addition to any other legal or equitable relief available, and notwithstanding any alternative dispute resolution provisions that have been or may be agreed to between Tyson and you, Tyson shall be entitled to injunctive relief in the event of any failure to comply with the provisions of this Agreement. If you violate any of the terms of this Agreement, you will indemnify Tyson for the expenses, including but not limited to reasonable attorneys’ fees, incurred by Tyson in enforcing this Agreement.
(c) Clawback Policies. In addition to any other remedies provided in this Section 8, all amounts payable under this Agreement are subject to any policy, whether in existence as of the Effective Date or later adopted, established by Tyson that provides for the clawback or recovery of amounts that were previously paid to you in accordance with and pursuant to the terms and conditions of such policy. Tyson will make any determinations for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
Further, notwithstanding any other provisions of this Agreement, if within one year of the termination of your employment, Tyson becomes aware of facts that would have allowed Tyson to terminate your employment for Cause (within the meaning of Section 3), then, to the extent permitted by law, Tyson may elect to cancel any and all payments of benefits otherwise due to you, but not yet paid, under this Agreement or otherwise; and you will refund to Tyson any amounts previously paid by Tyson to you in excess of your Accrued Compensation and Plan Benefits (within the meaning of Section 4).
(d) Enforcement, Severability and Extension. You specifically acknowledge and agree that the purpose of the restrictions contained in Section 6 is to protect Tyson from unfair competition, including improper use of the Confidential Information by you, and that the restrictions and covenants contained therein are reasonable with respect to both scope and duration of application. Notwithstanding the foregoing, if any court determines that any of the terms herein are unreasonable, invalid or unenforceable, the court shall interpret, alter, amend or modify any or all of the terms to include as much of the scope, time period and intent as will render the restrictions enforceable, and then as modified, enforce the terms. Each covenant and restriction contained in this Agreement is independent of each other such covenant and restriction, and if any such covenant or restriction is held for any reason to be invalid, unenforceable and incapable of corrective modification, then the invalidity or unenforceability of such covenant or restriction shall not invalidate, affect or impair in any way the validity and enforceability of any other such covenant or restriction. In the event of a breach by you of any restriction in Section 6, that particular restriction shall be extended by the period of time for which you were in breach.
15
Exhibit 10.1
9. Mutual Agreement to Arbitrate. Executive and the Company agree that all disputes, claims or controversies arising under this Agreement or out of the Executive’s employment with the Company shall be resolved by final and binding arbitration pursuant to the terms and conditions of the Mutual Agreement to Arbitrate Disputes, (the “Arbitration Agreement”) executed simultaneously and as a condition precedent of this Agreement. A copy of the Arbitration Agreement is attached hereto as Exhibit A. The Arbitration Agreement is incorporated by reference into this Agreement in its entirety as if set forth in full herein. Executive agrees and acknowledges that the Arbitration Agreement survives the termination of this Agreement or of Executive’s employment with the Company in all circumstances.
10. General.
(a) Notices. All written notices, requests and other communications provided pursuant to this Agreement shall be deemed to have been duly given, if delivered in person or by courier, or by facsimile transmission or sent by express, registered or certified mail, postage prepaid addressed, if to you, at the most recent address on record in Tyson’s human resources information system, and if to Tyson, at its headquarters:
Tyson Foods, Inc.
Attn: Chief People Officer
2200 Don Tyson Parkway
Springdale, Arkansas 72762-6999
(b) Modification/Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the parties hereto, except for any pre-employment confidentiality agreement that may exist between the parties or any agreement or policy specifically referenced herein. This Agreement cannot be modified except by a writing signed by both parties.
(c) Assignment. This Agreement shall be binding upon you, your heirs, executors and personal representatives and upon Tyson, its successors and assigns. You acknowledge that the services to be rendered by you are unique and personal. You may not assign, transfer or pledge your rights or delegate your duties or obligations under this Agreement, in whole or in part, without first obtaining the written consent of the CLDC Chairman.
(d) Applicable Law. You acknowledge that this Agreement is performable at various locations throughout the United States and specifically performable wholly or partly within the State of Arkansas and consent to the validity, interpretation, performance and enforcement of this Agreement being governed by the internal laws of said State of Arkansas, without giving effect to the conflicts of laws provisions thereof.
16
Exhibit 10.1
(e) Jurisdiction and Venue of Disputes. The courts of Washington County, Arkansas shall have exclusive jurisdiction and be the venue of all disputes between Tyson and you, whether such disputes arise from this Agreement or otherwise. In addition, you expressly waive any right that you may have to sue or be sued in the county of your residence and consent to venue in Washington County, Arkansas. The parties acknowledge that, by signing this Agreement, they are waiving any right that they may have to a trial by jury for any matter related to this Agreement.
(f) Funding. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid from the general funds of Tyson, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. You shall have no right, title or interest whatever in or to any investments which Tyson may make to aid Tyson in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from Tyson hereunder, such right shall be no greater than the right of an unsecured creditor of Tyson.
11. Special Tax Considerations.
(a) Tax Withholding. Tyson shall provide for the withholding of any taxes required to be withheld by federal, state and local law with respect to any payments in cash and/or other property made by or on behalf of Tyson to or for your benefit under this Agreement or otherwise.
17
Exhibit 10.1
(b) Excise Tax. Notwithstanding the foregoing, if the total payments to be paid to you under this Agreement, along with any other payments to you by Tyson, would result in you being subject to the excise tax imposed by Section 4999 of the Code (commonly referred to as the “Golden Parachute Tax”), Tyson shall reduce the aggregate payments to the largest amount which can be paid to you without triggering the excise tax, but only if and to the extent that such reduction would result in you retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by you will be made by Tyson. In the case of a reduction in the total payments subject to this Section 11(b), such payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with amounts that are payable last reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced (and if payments are to be made at the same time, with non-cash payments reduced before cash payments); (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced (and if payments are to be made at the same time, with non-cash payments reduced before cash payments); and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.
(c) Separation from Service. In the event that the termination of your employment does not constitute a “separation from service” as defined in Code Section 409A, including all regulations and other guidance issued pursuant thereto, your rights to the payments and benefits described in Section 4 will vest upon the Termination Date, but no payment to you that is subject to Code Section 409A will be paid until you incur a separation from service (or until six (6) months after such date if you are a “specified employee” pursuant to subsection (d) of this Section 11), and any amounts that would otherwise have been paid before such date will be paid instead as soon as practicable after such date.
18
Exhibit 10.1
(d) Six-Month Delay in Payment. Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” as defined and applied in Code Section 409A as of your Termination Date, then, to the extent any payment under this Agreement or any Tyson plan or policy constitutes deferred compensation (after taking into account any applicable exemptions from Code Section 409A, including those specified in subsection (f) of this Section) and to the extent required by Code Section 409A, no payments due under this Agreement or any Tyson plan or policy may be made until the earlier of: (i) the first (1st) day following the six (6) month anniversary of your Termination Date and (ii) your date of death; provided, however, that any payments delayed during the six (6) month period will be paid in the aggregate as soon as reasonably practicable following the six (6) month anniversary of your Termination Date.
(e) Expense Reimbursement. In no event will an expense be reimbursed after December 31 of the calendar year following the calendar year in which the expense was incurred unless explicitly allowed by any expense reimbursement policies, programs or offerings for Tyson executives. You are not permitted to receive a payment or other benefit in lieu of reimbursement under Section 2(e).
(f) Application of Exemptions. For purposes of Code Section 409A, each “payment” (as defined by Code Section 409A) made under this Agreement will be considered a “separate payment.” In addition, for purposes of Code Section 409A, each such payment will be deemed exempt from Code Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) with respect to any additional amounts paid no later than the second (2nd) calendar year following the calendar year containing your Termination Date, the “involuntary separation” pay exemption of Treasury Regulation § 1.409A-l(b)(9)(iii), which are hereby incorporated by reference.
(g) Effect of Release. Any amounts that are not exempt from Code Section 409A under paragraph (f) above, and which are paid subject to your execution of a Release that provides for a consideration period and revocation period that crosses two calendar years, shall be paid on the first payroll date in the second calendar year that occurs on or after the expiration of the revocation period, regardless of the date the Release is signed.
(h) Interpretation and Administration of Agreement. To the maximum extent permitted by law, this Agreement will be interpreted and administered in such a manner that the payments to you are either exempt from, or comply with, the requirements of Code Section 409A.
SIGNATURE PAGE FOLLOWS
19
Exhibit 10.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.
YOU ACKNOWLEDGE THAT YOU HAVE COMPLETELY READ THE ABOVE, HAVE BEEN ADVISED TO CONSIDER TIDS AGREEMENT CAREFULLY, AND HAVE BEEN FURTHER ADVISED TO REVIEW IT WITH LEGAL COUNSEL OF YOUR CHOOSING BEFORE SIGNING. YOU FURTHER ACKNOWLEDGE THAT YOU ARE SIGNING THIS AGREEMENT VOLUNTARILY, AND WITHOUT DURESS, COERCION, OR UNDUE INFLUENCE AND THEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.
/s/ Jeffrey K. Schomburger
Jeffrey K. Schomburger
TYSON FOODS, INC.
By: Les R. Baledge
Les R. Baledge
Chair, Compensation & Leadership Development Committee Board of Directors
20
Exhibit 10.1
Exhibit A
MUTUAL AGREEMENT TO ARBITRATE DISPUTES
This Mutual Agreement to Arbitrate Disputes ("Arbitration Agreement") is entered into as of the 27th day of May 2026, by and between Tyson Foods, Inc., including its parents, subsidiaries, affiliates, predecessors, successors, and assigns ("Company"), and Jeffrey K. Schomburger ("Executive"). simultaneously with and as a condition precedent to an Employment Agreement (the “Agreement”). Company and Executive may be referred to individually as a “Party” and collectively as the “Parties.”
1. DEFINITIONS.
For purposes of this Arbitration Agreement, the following definitions apply:
(a) “Claim” means any dispute, claim, or controversy, past, present, or future, arising out of or relating to Executive’s recruitment, employment, compensation, benefits, equity or incentive awards, performance, discipline, or separation from employment, or any other aspect of the Parties’ relationship, whether sounding in contract, tort, statute, regulation, common law, or equity;
(b) “Arbitrable Claim” means any Claim covered by Section 3 that is not expressly excluded by Section 4;
(c) “Arbitration” means final and binding arbitration administered pursuant to this Arbitration Agreement;
(d) “FAA” means the Federal Arbitration Act, 9 U.S.C. §§ 1–16; and
(e) “Governing Rules” means the employment arbitration rules of the selected administrator identified in Section 7, as modified by this Arbitration Agreement.
2. MUTUAL AGREEMENT TO ARBITRATE.
EXECUTIVE AND THE COMPANY UNDERSTAND AND AGREE THAT THE ARBITRATION OF DISPUTES AND CLAIMS UNDER THIS ARBITRATION AGREEMENT SHALL BE INSTEAD OF A COURT TRIAL BEFORE A JUDGE AND/OR A JURY. Executive and the Company understand and agree that, by signing this Arbitration Agreement, they are expressly waiving any and all rights to a trial before a judge and/or a jury regarding any disputes and claims which they now have or which they may in the future have that are subject to arbitration under this Arbitration Agreement. Executive and the Company also understand and agree that the arbitrator’s decision will be final and binding on both the Company and Executive, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”), as applicable.
21
Exhibit 10.1
3. COVERED CLAIMS.
Covered Claims include, without limitation, claims for breach of contract; promissory estoppel; fraud or misrepresentation; defamation; retaliation; wrongful or constructive discharge; discrimination or harassment, specifically including but not limited to claims made on the basis of age, sex, race, national origin, religion, disability or any other unlawful basis, under any and all federal, state, or municipal statutes, regulations, ordinances or common law, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and including claims under the Fair Labor Standards Act of 1938, the Equal Pay Act of 1963, Section 1981 of the Civil Rights Act, and the Worker Adjustment and Retraining Notification Act; wages, bonuses, commissions, equity or incentive compensation, including but not limited to claims for non-payment, incorrect payment, or overpayment of wages, commissions, bonuses, severance, stock options, stock grants and the like, whether such claims be pursuant to alleged express or implied contract or obligation, equity, or any federal, state, or municipal laws concerning wages, compensation or benefits, claims of failure to pay wages for all hours worked, failure to pay overtime, failure to pay wages due on termination, failure to pay paid sick leave, failure to pay paid time off, failure to provide accurate itemized wage statements, entitlement to waiting time penalties and/or any other claims involving compensation issues; benefits (except as excluded below) and any claims arising out of or relating to the grant, exercise, vesting and/or issuance of equity in the Company or options to purchase equity in the Company; expense reimbursement; infliction of emotional distress, misrepresentation, conversion, embezzlement, interference with contract or prospective economic advantage, defamation, unfair business practices, invasion of privacy, breach of personal data, use and/or misuse of biometric information, and any other tort or tort-like causes of action relating to or arising from the employment relationship or termination thereof; and claims for attorneys’ fees and costs available under applicable law. These claims are covered by this Arbitration Agreement whether the disputes or claims arise under common law, or in tort, contract, or pursuant to a statute, regulation, or ordinance now in existence or which may in the future be enacted or recognized.
4. EXCLUDED CLAIMS.
This Arbitration Agreement does not apply to: (a) workers’ compensation benefit claims (except retaliation or discrimination claims to the extent arbitrable); (b) unemployment insurance benefit claims; (c) claims that cannot be required to be arbitrated as a matter of law at the time the Claim is brought; or (d) the filing of administrative charges with federal, state, or local agencies that cannot legally be waived. Nothing herein limits Executive’s right to file such charges; however, to the maximum extent permitted by law, claims for individual monetary relief shall be pursued in Arbitration.
5. INTERIM INJUNCTIVE RELIEF (STATUS QUO ONLY).
Either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction solely to preserve the status quo or prevent irreparable harm pending completion of Arbitration. The merits of all underlying Claims shall be resolved exclusively in Arbitration.
22
Exhibit 10.1
6. GOVERNING LAW.
This Arbitration Agreement evidences a transaction involving interstate commerce and is governed by the FAA. To the extent the FAA does not apply, Arkansas law governs without regard to conflict-of-law principles.
7. ARBITRATION ADMINISTRATION AND LOCATION.
Arbitration shall be administered exclusively by JAMS under its then-current Employment Arbitration Rules and Procedures, as modified by this Arbitration Agreement. Unless otherwise agreed, Arbitration shall be conducted in Washington County, Arkansas, and may be conducted by videoconference where permitted.
8. ARBITRATOR AUTHORITY AND AWARD.
The arbitrator shall be a neutral attorney with at least ten (10) years of experience in employment law or complex commercial disputes. The arbitrator may award all remedies available under applicable law on an individual basis and shall issue a written, reasoned award.
9. DELEGATION.
Except as limited by Section 10, the arbitrator has exclusive authority to resolve disputes regarding interpretation, applicability, enforceability, or formation of this Arbitration Agreement.
10. CLASS, COLLECTIVE, AND REPRESENTATIVE ACTION WAIVER.
All Claims must be brought on an individual basis only. The arbitrator has no authority to hear class, collective, or representative claims. If this waiver is unenforceable as to a particular Claim or remedy, that Claim or remedy shall proceed only in court.
11. FEES AND COSTS.
Company shall pay arbitration fees and arbitrator compensation to the extent required by applicable law. Each Party bears its own attorneys’ fees incurred in connection with the arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute or contract at issue in the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. If there is a dispute as to whether the Company or Executive is the prevailing party in the arbitration, the arbitrator will decide this issue.
12. CONFIDENTIALITY.
Unless prohibited by law, the Arbitration and award shall be confidential except as necessary to enforce or challenge the award or comply with legal obligations.
23
Exhibit 10.1
13. LIMITATIONS PERIOD; SURVIVAL; SEVERABILITY.
Claims must be brought within applicable statutes of limitation for the claim(s) upon which arbitration is sought, compelled or required. This Arbitration Agreement survives termination of employment. Unenforceable provisions shall be severed or reformed to the minimum extent necessary.
14. VOLUNTARY AND KNOWING AGREEMENT.
The Parties acknowledge they have read this Arbitration Agreement carefully and had the opportunity to consult counsel and enter into this Arbitration Agreement knowingly and voluntarily.
15. SEVERABILITY.
Executive and the Company understand and agree that if any term or portion of this Arbitration Agreement shall, for any reason, be declared by a Court of competent jurisdiction to be invalid or unenforceable or to be contrary to public policy or any law, such a decision shall only be binding in the jurisdiction in which the decision was made. In addition, the remainder of this Arbitration Agreement shall not be affected by such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within this Arbitration Agreement.
16. ENTIRE AGREEMENT.
This Arbitration Agreement constitutes the entire agreement concerning arbitration and may be amended only in a writing signed by both Parties.
SIGNATURES COMPANY:
Tyson Foods, Inc.
By: /s/ Les R. Baledge Date: 5/27/2026
EXECUTIVE:
Jeffrey K. Schomburger
/s/ Jeffrey K. Schomburger Date: 5/27/2026
---
CALIFORNIA COMPLIANCE AND SAVINGS ADDENDUM
This Addendum applies only if Executive resides or works in California or California law is asserted to apply.
1. Non-Waiver of Non-Arbitrable Claims. Nothing in this Arbitration Agreement requires arbitration of claims that are non-arbitrable under California law, including representative claims under the California Private Attorneys General Act (PAGA), to the extent such claims are determined to be non-arbitrable.
2. Severability and Stay of Representative Claims. Any representative claim that must proceed in court under California law shall be stayed pending completion of Arbitration of arbitrable individual claims.
3. Costs and Fees Compliance. Company shall bear arbitration costs as required by California law, including arbitrator fees and unique forum costs.
4. Savings Clause. This Arbitration Agreement shall be interpreted and enforced to the maximum extent permitted by California law, and any unenforceable provision shall be limited or severed only to the minimum extent necessary to preserve enforceability.
24
Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”), entered into on 4th day of June 2026, is by and between Tyson Foods, Inc., a Delaware corporation, and any of its subsidiaries and affiliates (hereinafter collectively referred to as “Tyson”), and Wesley Morris (hereinafter referred to as “you”).
WITNESSETH:
WHEREAS, the Company has seen fit to offer you employment as a Chief Operating Officer with Tyson Foods, Inc., effective June 15, 2026 (the “Effective Date”);
WHEREAS, in connection with your employment offer, Tyson desires to enter into this Agreement with you to reflect the terms of your compensation in connection with the Chief Operating Officer position and other agreements between you and Tyson;
WHEREAS, Tyson is engaged in a very competitive business, where the development and retention of extensive confidential information, trade secrets and proprietary information as well as customer relationships and goodwill are critical to future business success;
WHEREAS, by virtue of this role you will be provide and will then continue to be involved in the development of, and have and continue to have access to, Tyson’s confidential information, trade secrets and proprietary information, and, if such information were to get into the hands of competitors of Tyson, it could do substantial business harm to Tyson;
WHEREAS, unless you execute this Agreement, you will not continue to be provided with or given access to Tyson’s customers and goodwill or Tyson’s confidential information, trade secrets and proprietary information, and therefore will not be able to serve as Chief Operating Officer of Tyson; and
WHEREAS, Tyson has advised you that agreement to the terms of this Agreement, and specifically the non-compete and non-solicitation sections, is an integral part of this Agreement, and you acknowledge the importance of the non-compete and non-solicitation sections, and having reviewed the Agreement as a whole, are willing to commit to the restrictions set forth herein.
NOW, THEREFORE, Tyson and you hereby mutually agree as follows:
1.Employment.
(a)Consideration. In consideration of the above and other good and valuable consideration, including a sign-on cash payment in the amount of $700,000.00, payable as soon as administratively feasible after the Effective Date (the “Sign-On Payment”), you are expressly being given employment, continued employment, a relationship with Tyson, certain monies, benefits, severance, stock awards, training and/or access to trade secrets and confidential information of Tyson and its customers, suppliers, vendors or affiliates to which you would not have access but for your relationship with Tyson in exchange for you agreeing to the terms of this Agreement.
Exhibit 10.2
(b)Duties. Tyson hereby agrees to employ you and you hereby accept employment with Tyson, effective as of June 15, 2026, as Chief Operating Officer. The duties and services required to be performed by you shall be consistent with your position, as assigned by the Chief Executive Officer in his sole discretion from time to time. You agree to devote substantially all of your working time, attention and energies to the business of Tyson. You may make and manage personal investments (provided such investments in other activities do not violate, in any material respect, the provisions of Section 6 of this Agreement), be involved in charitable and professional activities, and, with the prior written consent of the Chief Executive Officer, serve on boards of other for profit entities, provided such activities do not materially interfere with the performance of your duties hereunder. You agree that during your employment with Tyson, you will not engage in any (i) competitive outside business activities, (ii) work for an outside business that provides goods or services to Tyson, or (iii) work for outside business that buys products from Tyson, other than with Chief Executive Officer’s written approval. You will devote your best efforts to the performance of your duties and the advancement of Tyson and shall not engage in any other employment, profitable activities, or other pursuits which would cause you to disclose or utilize Confidential Information (as defined in Section 6(a)), or reflect adversely on Tyson. This obligation shall include, but is not limited to, obtaining the consent of the Chief Executive Officer prior to performing tasks for business associates of Tyson outside of your customary duties for Tyson, giving speeches or writing articles, blogs, or posts, about Tyson’s business, improperly using Tyson’s name or identifying your association or position with Tyson in a manner that reflects unfavorably upon Tyson. You further agree that you will not use, incorporate, or otherwise create any business entity or organization or domain name using any name confusingly similar to the name of Tyson or the name of any affiliate of Tyson or any other name under which any such entities do business.
(c)Term of Employment. Your employment under this Agreement will commence on the Effective Date above and end (i) on the date your employment terminates pursuant to Section 3 or (ii) on the completion of a three-year term on June 15, 2029, unless by mutual agreement this Agreement is renewed and/or extended (the “Period of Employment”). Upon the completion of a three-year term, it is the intention of the parties to negotiate a consulting agreement with an applicable term of no less than one year. Your employment status, compensation, benefits, and any applicable perquisites associated with the consultancy will be negotiated at or near the completion date of this Agreement; provided, however, that it is the intent of the parties that such agreement may provide for annualized compensation equal to annual base salary and target annual cash bonus in effect at the time of your termination of employment and for the use of accrued and unused personal aircraft hours (but not for further accrual of additional hours). For clarity, and notwithstanding anything to the contrary herein, discussion of or reference made to a consulting agreement does not give rise to any entitlement in advance of a written mutual agreement.
2.Compensation.
(a)Base Salary. For the services to be performed hereunder during the Period of Employment, Tyson shall pay you at an annual base salary of $1,350,000 which may be adjusted by Tyson from time to time, as determined by and subject to the discretion of the Compensation and Leadership Development Committee of the Board (“CLDC”). Such base salary shall be paid in accordance with Tyson’s payroll practice.
2
Exhibit 10.2
(b)Performance Incentive Eligibility. You may receive performance incentive awards under Tyson’s annual incentive plan then in effect (if any), on terms and in amounts as determined by and subject to the discretion of the CLDC.
(c)Stock Grants. You may receive stock awards under an equity incentive compensation plan of Tyson then in effect (if any), on terms and in amounts as determined by and subject to the discretion of the CLDC.
(d)Perquisites. During the Period of Employment, Tyson shall make available to you Tyson aircraft for personal use in a manner consistent with Tyson’s then-existing policies; provided that your personal use of Tyson aircraft shall not interfere with Tyson’s use of such aircraft. Such use will be limited to thirty (30) hours per year, measured on a calendar year basis. Unused hours in a given year (including hours carried over from a prior year) shall carry over until the date on which your service as Chief Operating Officer, and service under any subsequent consulting agreement pursuant to Section 1(c), ceases. At that time, any unused hours will be forfeited and no further hours shall accrue.
(e)Benefit Plans, Vacation and Reimbursement Programs. You shall be entitled to participate in any benefit plans of Tyson as adopted or amended from time to time on terms and in amounts consistent with those generally applicable to other senior executive-level employees. You will be entitled to an annual paid vacation in accordance with Tyson’s applicable vacation policy, as in effect from time to time. Tyson will pay or reimburse you for all reasonable expenses actually incurred or paid by you in the performance of your services to Tyson, subject to and in accordance with applicable expense reimbursement and related policies and procedures as in effect from time to time, including, but not limited to, any relocation expense reimbursement policies, programs or offerings for Tyson executives.
(f)Review. Base salary and performance incentive compensation will be subject to review annually and at the discretion of the Chief Executive Officer. Stock grant levels, and plan participation will be subject to review annually (or from time to time at the discretion of the CLDC), when compensation of other officers and managers of Tyson are reviewed for consideration of adjustments thereof.
3.Termination. Upon any termination of your employment for any reason, you shall immediately resign from all boards, offices and other positions with Tyson or from any board or committee of an association or industry group where you represent Tyson. The date upon which your employment terminates and the Period of Employment ends will be your “Termination Date” for all purposes of this Agreement. Your employment may be terminated under this Agreement in the following events:
(a)Completion of Term. The term of this Agreement being three years, your employment will terminate upon June 15, 2029 if not extended or terminated in advance of this date for one of the events described in (b) through (g) below.
(b)Death. Your employment hereunder will terminate upon your death.
3
Exhibit 10.2
(c)Disability. Your employment hereunder will terminate upon your “Disability”. For purposes of this Agreement, Disability has the same meaning as provided in the long-term disability plan or policy maintained or, if applicable, most recently maintained, by Tyson. If no long-term disability plan or policy was ever maintained on behalf of you or, if the determination of Disability relates to an incentive stock option, Disability means that condition described in Section 22 (e)(3) of the Internal Revenue Code (the “Code”), as amended from time to time. In the event of a dispute, the determination of Disability will be made by the Committee (as defined in Tyson’s equity incentive plan) and will be supported by advice of a physician competent in the area to which such Disability relates.
(d)Termination by You for Good Reason. Upon the occurrence of a “Good Reason” event, you may terminate your employment pursuant to this Agreement by providing a notice of termination for Good Reason to Tyson within no more than seven (7) days of the Good Reason event and providing Tyson thirty (30) days following receipt of such notice to cure the Good Reason event. If Tyson cures the Good Reason event within such thirty (30) day period, you may not terminate your employment for Good Reason (but you may voluntarily resign pursuant to Section 3(e) below). If Tyson fails to cure the Good Reason event within such thirty (30) day period, your termination of employment will be effective under this Section 3(d) at the end of such thirty (30) day period. For purposes of the Agreement, “Good Reason” means (i) you having been demoted from the position of Chief Operating Officer which Tyson does not cure, within the time period specified in this Section 3(d), by restoring you to the position of Chief Operating Officer, (ii) the assignment to you of any duties materially inconsistent with your position as Chief Operating Officer, (iii) a reduction in the sum of your base salary, your target annual incentive, and your target long-term equity incentive award opportunities of more than 15% from the total in effect immediately prior to such change, or (iv) the relocation of your principal work location by more than 50 miles.
(e)Voluntary Termination by You without Good Reason. You may terminate your employment pursuant to this Agreement at any time by not less than thirty (30) days prior written notice to Tyson, which notice period may be waived by Tyson. Upon receipt of such notice, Tyson shall have the right, at its sole discretion, to accelerate your Termination Date at any time during said notice period.
(f)Termination for Cause by Tyson. Tyson may terminate your employment hereunder for “Cause” at any time after providing a notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events:
i. any willful and wrongful conduct or willful and wrongful omission by you that, in each case, injures or is reasonably likely to injure Tyson;
ii. any act by you of intentional misrepresentation or embezzlement, misappropriation or conversion of assets of Tyson;
iii. you are convicted of, confess to, plead no contest to, or become the subject of proceedings that provide a reasonable basis, after due inquiry, for Tyson to believe that you have been engaged in a felony;
4
Exhibit 10.2
iv. your intentional or willful violation of your fiduciary duty to Tyson, any restrictive covenant provided for under Section 6 of this Agreement or any other agreement with Tyson to which you are a party; or
v. the determination, after due inquiry and your reasonable opportunity to be heard, of your breach or violation of any Company code of conduct or written Company policies relating to harassment, discrimination, retaliation, or standards of behavior.
For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of Tyson. In no event shall Tyson’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of Tyson’s right to terminate you for Cause as a result thereof.
(g)Termination by Tyson without Cause. Tyson may terminate your employment hereunder without Cause at any time upon notice to you.
4.Compensation Following Termination of Employment. In the event that your employment hereunder is terminated in a manner as set forth in Section 3 above, you shall be entitled to the compensation and benefits provided under this Section 4.
(a)Termination Due to Voluntary Termination without Good Reason or Termination for Cause by Tyson. In the event that your employment is terminated by reason of voluntary termination by you without Good Reason (including, without limitation, your decision to retire) pursuant to Section 3(e) or for Cause by Tyson pursuant to Section 3(f), Tyson shall pay the following amounts to you or your estate:
i. Any accrued but unpaid base salary for services rendered to the Termination Date, any accrued but unpaid expenses required to be reimbursed under this Agreement, and any vacation accrued but unused to the Termination Date (collectively, “Accrued Compensation”); and
ii. Any benefits accrued through the date of termination to which you may be entitled pursuant to the plans, policies and arrangements, as determined and paid in accordance with the terms of such plans, policies and arrangements (collectively, “Plan Benefits”).
iii. However, any amounts described in (i) or (ii) above may be reduced to repay the Sign-On Payment if your termination occurs within one year of the Effective Date. If the amounts described in (i) or (ii) above are insufficient to repay the entire Sign-On Payment, you understand and agree that the full balance of the Sign-On Payment must be returned to Tyson within 90 days. If the repayment is made within the same calendar year as the Sign-On Payment is made to you, the repayment amount will be the net amount without regard to any payroll tax deductions. If the repayment is made in the calendar year following the year the Sign-On Payment is made to you, the repayment amount will be the full gross amount.
5
Exhibit 10.2
(b)Termination Due to Completion of Term, Death or Disability. In the event that your employment is terminated by reason of Completion of Term pursuant to Section 3(a), death pursuant to Section 3(b), or Disability pursuant to Section 3(c), Tyson shall pay the following amounts to you or your estate:
i. Accrued Compensation;
ii. Plan Benefits; and
iii. Subject to your execution and non-revocation of the Release (as defined below), the treatment of your equity awards will be governed by the provisions of the applicable award agreements and equity plan(s) under which such awards were granted; provided, however, that such awards will become fully vested and distributable without the application of any language contained in the applicable award agreements requiring prorated or otherwise reduced vesting at termination.
(c)Termination by Tyson without Cause or by you for Good Reason. In the event that your employment is terminated by Tyson without Cause pursuant to Section 3(g) or by you for Good Reason pursuant to Section 3(d), Tyson shall pay the following amounts to you;
i. Accrued Compensation;
ii. Plan Benefits;
iii. Subject to your execution and non-revocation of the Release (as defined below), the treatment of your equity awards will be governed by the provisions of the applicable award agreements and equity plan(s) under which such awards were granted; provided, however, that such awards will become fully vested and distributable without the application of any language contained in the applicable award agreements requiring prorated or otherwise reduced vesting at termination.
iv. Subject to your execution and non-revocation of the Release (as defined below), an amount equal to the sum of (x) 24 months of your base salary paid over 24 months in accordance with Tyson’s payroll practice; and (y) in the event Tyson performance criteria for payment of an annual incentive bonus are achieved as of the close of the Tyson fiscal year in which the Termination Date occurs based on the actual performance level achieved for such fiscal year (as determined (a) treating any individual factors as fully satisfied and (b) without regard for any exercise of negative discretion unless such exercise is applicable to all similarly situated executives with like force and effect), a pro-rata annual incentive bonus calculated on actual performance for the fiscal year in which the termination occurs multiplied by a fraction, the numerator of which is the number of days you were employed by Tyson in the annual performance period and the denominator of which is the total number of days included within such annual performance period, paid at the same time as payment is made to all other participants under the annual incentive bonus program, but in no event later than 2½ months following the end of Tyson’s fiscal year in which the Termination Date occurs.
6
Exhibit 10.2
v. Subject to your execution and non-revocation of the Release, if upon the Termination Date you are eligible for and timely elect COBRA health continuation coverage under Tyson’s group health plan(s) for yourself and, if applicable, your eligible dependents, such coverage will be paid for by Tyson, less the portion of the premium cost paid by active employees for the same type and level of coverage, for a period of up to four (4) weeks beginning with the first day of the COBRA health continuation coverage period, provided you timely pay your portion of the premium due for such coverage. Once the premium subsidy ends, you must pay the full COBRA premium to maintain coverages. However, subject to the limitations set forth in (i) through (iv) below, for each month that you continue to be entitled to receive any payments under Section 4(c)(iv) (including, for this purpose, any such Severance Amounts that are delayed in accordance with Code Section 409A), Tyson will pay a taxable reimbursement (without any form of tax gross-up) to you in an amount equal to the difference between the full COBRA premium you paid for coverage and the actively employed team member rate for the same type and level of coverage. All of the terms and conditions of Tyson’s group health plan(s), as amended from time to time, shall apply to such coverage, including any rule that COBRA continuation coverage will end when an individual first becomes covered under any other group health plan or entitled to Medicare. Such taxable reimbursement amount shall end on the date on which occurs the earliest of the following: (i) the date on which you cease to be entitled to receive any payments under Section 4(c)(iv) for any reason; (ii) the date you cease to be eligible for COBRA health continuation coverage; (iii) 18 months; or (iv) the date you notify Tyson that you no longer desire coverage under Tyson’s group health plan(s); and
(d)Release. For purposes of this Agreement, “Release” means that specific document which Tyson shall present to you for consideration and execution after your termination of employment, under which you agree to irrevocably and unconditionally release and forever discharge Tyson and related parties from any and all causes of action which you at that time had or may have had against Tyson (excluding any claim for indemnity under this Agreement, or any claim under state workers’ compensation or unemployment laws), plus other customary provisions required by Tyson that are contained in Tyson’s form Release (discussed below). The Release will be provided to you as soon as practical after your Termination Date, but in any event in sufficient time so that you will have adequate time to review the Release as provided by applicable law. The Release must be signed within twenty-one (21) days of its presentation to you (or within forty-five (45) days if you are terminated as part of a group termination). After you sign the Release, you will have seven (7) days to change your mind and to revoke your signature. The Release shall not become effective until the seven (7) day revocation period has expired without revocation. Tyson maintains a form of Release, which it may change from time to time in its sole discretion and as it deems appropriate. The latest version of the Release shall be available for your review upon request. Subject to the payment provisions of Section 2.4 of the Executive Severance Plan of Tyson Foods, Inc., and Section 11 below, any payments subject to a Release shall commence on the first payroll period commencing on or after the date the Release becomes effective (the “First Payroll Date”); however, in the event the payments constitute salary continuation or similar periodic payments, the payment on the First Payroll Date will include any such periodic payments that have accrued between your Termination Date and the First Payroll Date.
7
Exhibit 10.2
5.Stock Grants on Change in Control. Upon the occurrence of a Change in Control (defined below) the stock awards that have been granted to you pursuant to award agreements from Tyson under Section 2, or which have otherwise been previously granted to you under an award agreement from Tyson, and which awards remain outstanding at the time of the Change in Control, will be treated in accordance with the applicable award agreements. For purposes of this Agreement, the term “Change in Control” shall have the same meaning as set forth in the applicable award agreements.
6.Restrictive Covenants and Other Restrictions.
(a)Confidential Information.
i. You acknowledge that during the course of your employment with Tyson, you will be provided, learn, develop and have access to Tyson’s trade secrets, confidential information and proprietary materials which may include, but are not limited to, the following: strategies, methods, books, records, and documents; technical information concerning products, formulas, production, distribution, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, suppliers, vendors, investors, and other business affiliates (such as contact name, service provided, pricing, type and amount of services used, credit and financial data, and/or other information relating to Tyson’s relationship with that business affiliate); pricing strategies and price curves; positions, plans, and strategies for expansion or acquisitions; budgets; customer lists; research; weather data; financial analysis, returns and reports and sales data; trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating Tyson; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; personnel information, including salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other information, whether tangible or intangible, in any form or medium provided (collectively, “Confidential Information”) which is not generally available to the public and which has been developed, will be developed or acquired by Tyson at considerable effort and expense. Without limiting the foregoing, you acknowledge and agree that you have already or will learn, be provided, develop and have access to certain techniques, methods or applications implemented or developed by Tyson which are not generally known to the public or within the community in which Tyson competes, and any and all such information shall be treated as Confidential Information.
8
Exhibit 10.2
ii. During your employment with Tyson and at any time thereafter, unless otherwise specifically authorized in writing by Tyson, you hereby covenant and agree: (A) to hold Confidential Information in the strictest confidence; (B) not to, directly or indirectly, disclose, divulge or reveal any Confidential Information to any person or entity other than as authorized by Tyson; (C) to use such Confidential Information only within the scope of your employment with Tyson and for the benefit of Tyson; and (D) to take such protective measures as may be reasonably necessary to preserve the secrecy and interests of Tyson in the Confidential Information. You agree to immediately notify Tyson of any unauthorized disclosure or use of any Confidential Information of which you become aware.
iii. Nothing in the Agreement or any other agreements that you have with Tyson (A) prohibits or restricts you from disclosing relevant and necessary information or documents in any action, investigation, or proceeding relating to your employment by Tyson, (B) prohibits or restricts you from cooperating with, providing relevant information to, testifying before, or otherwise assisting in an investigation or proceeding by the Securities and Exchange Commission (“SEC”), or any other governmental or regulatory body or official(s) or self-regulatory organization regarding a possible violation of law, rules, or regulations, (C) (1) prohibits or restricts you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation or (2) requires that you obtain the prior authorization of Tyson or Tyson’s General Counsel to make any such reports or disclosures, and you are not required to notify Tyson or Tyson’s General Counsel that you have made such reports or disclosures, or (D) prohibits or restricts you from voluntarily disclosing information about your own compensation; provided that, if permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents covered by the Agreement, you shall, prior to disclosing such information or documents, give prompt written notice to Tyson to permit Tyson to protect its interests to the fullest extent possible, including, but not limited to, by seeking a protective order.
iv. You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Furthermore, if you file a lawsuit for retaliation by Tyson for reporting a suspected violation of law, you may disclose Tyson’s trade secrets to your attorney and use the trade secret information in the court proceeding if you: (1) file any document containing the trade secret under seal; and (2) do not disclose the trade secret, except pursuant to court order.
9
Exhibit 10.2
(b)Creative Works.
i. “Creative Works” include, but are not limited to, all original works of authorship, inventions, discoveries, designs, computer hardware and software, algorithms, programming, scripts, applets, databases, database structures, or other proprietary information, business ideas, and related improvements and devices, which are conceived, developed, or made by you, either alone or with others, in whole or in part, on or off Tyson’s premises, (A) during your employment with Tyson, (B) with the use of the time, materials, or facilities of Tyson, (C) relating to any product, service, or activity of Tyson of which you have knowledge, or (D) suggested by or resulting from any work performed by you for Tyson. Creative Works do not include inventions or other works developed by you entirely on your own time without using Tyson’s equipment, supplies, facilities, or trade secret information except for those inventions or works developed during your employment with Tyson that either: (1) relate at the time of conception or reduction to practice of the invention to Tyson’s business, or actual or demonstrably anticipated research or development of Tyson; or (2) result from any work performed by you for Tyson.
ii. To the extent any rights in the Creative Works are not already owned by Tyson, you irrevocably assign and transfer to Tyson all proprietary rights, including, but not limited to, all patent, copyright, trade secret, trademark, and publicity rights, in the Creative Works and agree that Tyson will be the sole and exclusive owner of all right, title, and interest in the Creative Works. Tyson will have the right to use all Creative Works, whether original or derivative, in any manner whatsoever and in any medium now known or later developed. You agree not, at any time, to assert any claim, ownership, or other interest in any of the Creative Works or Confidential Information.
iii. Both during and after your employment, you agree to execute any documents necessary to effectuate the assignment to Tyson of the Creative Works, and will execute all papers and perform any other lawful acts reasonably requested by Tyson for the preparation, prosecution, procurement, and maintenance of any trademark, copyright, and/or patent rights in and for the Creative Works, You further agree that you will not be entitled to any compensation in addition to the salary paid to you during the development of the Creative Works. In the event Tyson is unable for any reason to secure your signature to any document Tyson reasonably requests you to execute under this Section 6(b), you hereby irrevocably designate and appoint Tyson and its authorized officers and agents as your agents and attorneys-in-fact to act for and in your behalf and instead of you to execute such document with the same legal force and effect as if executed by you.
10
Exhibit 10.2
(c)No Restrictions on Employment. You are being employed or continuing to be employed by Tyson with the understanding that (i) you are free to enter into employment or continued employment with Tyson, (ii) your employment with Tyson will not violate any agreement you may have with a third party (e.g., existing employment, non-compete, intellectual property ownership, and/or non-disclosure agreements) and (iii) only Tyson is entitled to the benefit of your work. If you have any agreements with a prior employer, you are required to provide such agreements to Tyson prior to executing this Agreement. Tyson has no interest in using any other person’s patents, copyrights, trade secrets, or trademarks in an unlawful manner. You should not disclose to Tyson or any employee of Tyson any intellectual property or confidential information of your prior employers or anyone else or misapply proprietary rights that Tyson has no right to use and you further represent and warrant that you have either already returned or have coordinated the return of all such information to any prior employer.
(d)Removal and Return of Tyson Property. All written materials, records, data, and other documents prepared or possessed by you during your employment with Tyson are Tyson’s property. All memoranda, notes, records, files, correspondence, drawings, manuals, models, specifications, computer programs, maps, and all other documents, data, or materials of any type embodying such information, ideas, concepts, improvements, discoveries, and inventions are Tyson’s property. You agree not to remove any property of Tyson, including, but not limited to, any Confidential Information or Creative Works, from Tyson’s premises, except as authorized under Tyson’s policies or with the prior written approval of Tyson’s General Counsel or Chief Human Resources Officer. Unless specifically authorized by Tyson in writing, you may not place Tyson Confidential Information or Creative Works on Removable Media, as defined below. On Tyson’s request, your acceptance of other employment, or the termination of your employment for any reason, you will immediately return to Tyson all Tyson property, including all Confidential Information and Creative Works and any and all documents and materials that contain, refer to, or relate in any way to any Confidential Information, as well as any other property of Tyson in your possession or control, including all electronic and telephonic equipment, credit cards, security badges, and passwords. You will permit Tyson to inspect any property provided by Tyson to you or developed by you as a result of or in connection with your employment with Tyson when you accept other employment or otherwise separate from your employment for any reason, regardless of where the property is located. For purposes of this Section 6(d), “Removable Media” means portable or removable hard disks, floppy disks, USB memory drives, zip disks, optical disks, CDs, DVDs, digital film, memory cards (e.g., Secure Digital (SD), Memory Sticks (MS), CompactFlash (CF), SmartMedia (SM), MultiMediaCard (MMC), and xD-Picture Card (xD)), magnetic tape, and all other removable data storage media.
11
Exhibit 10.2
(e)Non-Competition.
i. You acknowledge that Tyson conducts business throughout the United States and in other territories throughout the world, and that Tyson may expand its operations to include additional territories from time to time, and that your duties and services impact Tyson’s conducting business throughout all of the territories in which Tyson operates and intends to operate. Accordingly, you acknowledge the need for certain restrictions contained in this Agreement, without limitation as to location or geography within the territories in which Tyson operates or plans to operate, including the United States.
ii. You agree that during your employment with Tyson, and for a period of 24 months following your Termination Date for any reason, you will not directly or indirectly, on behalf of yourself or in conjunction with any other person, company or entity, own (other than less than 5% ownership in a publicly traded company), manage, operate, or participate in the ownership, management, operation, or control of, or be employed by or a consultant or advisor to any person, company or entity (A) which is in competition with Tyson, or (B) which would benefit from your using or disclosing, whether or not intentionally, Confidential Information of Tyson.
iii. You agree that during your employment with Tyson and for a period of 24 months following your Termination Date for any reason, you will not directly or indirectly, on behalf of you or any other person, company or entity, participate in the planning, research or development of any strategies or methodologies, similar to strategies or methodologies, utilized or developed by Tyson, excluding general industry knowledge, for which you had access to, utilized or developed during the 36 months preceding your Termination Date. You agree that nothing in this Section 6(e) shall limit your confidentiality obligations in this Agreement.
iv. Further, you understand and agree that during your employment and the restricted time periods thereafter as designated in this Agreement, while you may gather information to investigate other employment opportunities, you shall not make plans or prepare to compete, solicit or take on activities which are in violation of this Agreement. You are required to show this Agreement to all new employers prior to accepting new employment and Tyson shall also be permitted to show this Agreement to all new employers or yours as well. In addition, before accepting a position or entering into a relationship with any person, company or entity that is, in whole or in part, a competitor, or could reasonably be construed to be a competitor, or is taking steps to become a competitor, with Tyson, you are required to inform Tyson of the identity of such person, company or entity and your anticipated responsibilities for, or relationship with, such person, company or entity.
12
Exhibit 10.2
(f)Non-Solicitation. You agree that during your employment with Tyson and for a period of 36 months following your Termination Date, you will not, for any reason, nor will you assist any third party to, directly or indirectly (i) raid, hire, solicit, encourage or attempt to persuade any employee or independent contractor of Tyson, or any person who was an employee or independent contractor of Tyson during the 6 months preceding the Termination Date, to leave the employ of or terminate a relationship with Tyson; (ii) interfere with the performance by any such persons of their duties for Tyson; (iii) solicit, encourage or attempt to persuade any person, company or entity that was a customer or vendor of Tyson during the 6 months preceding your Termination Date to terminate, diminish or modify its relationship with Tyson, or (iv) communicate with any such person, company or entity for the purposes prohibited in Section 6(e).
(g)Non-Disparagement.
i. You agree that you shall not at any time engage in any form of conduct, or make any statement or representation, either oral or written, that disparages, impugns or otherwise impairs the reputation, goodwill or interests of Tyson, or any of its officers, directors, shareholders, managing members, representatives, and/or employees or agents in either the individual or representative capacities of any of the foregoing individuals (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments). Nor shall you direct, arrange or encourage others to make any such derogatory or disparaging statements on your behalf.
ii. Tyson agrees that it will instruct its directors and executive officers not to make any public statement or representation that disparages, impugns or otherwise impairs your reputation and Tyson further agrees not to make any official, public statement or representation that disparages, impugns or otherwise impairs your reputation.
iii. Nothing in this Section 6, however, shall prevent you or Tyson from providing truthful testimony or information in any proceeding or in response to any request from any governmental agency, or judicial, arbitral or self-regulatory forum, or as otherwise required by law.
7.Cooperation. You agree that you will cooperate with Tyson and its internal and external attorneys in the prosecution or defense of any litigation, administrative action or proceeding, regulatory proceeding, or claims (including those currently pending or brought in the future) related to, arising from, or in connection with events, matters, acts, or omissions which occurred or accrued during your time of employment and to which you may be a witness or other interested party. Your cooperation will include, without limitation, being reasonably available for meetings and interviews with Tyson’s counsel and appearing for, and providing truthful testimony in, depositions and at trial without the need for a subpoena. With respect to any such depositions, interviews, or appearances, you agree to be represented by Tyson’s counsel and to work with such counsel in preparation therefor. Tyson will reimburse you for all reasonable expenses, including travel costs, approved in advance and incurred during such cooperation.
13
Exhibit 10.2
8.Remedies.
(a)Effect of Breach. You acknowledge and agree that, in the event of any breach by you of the terms and conditions of this Agreement, your accrued benefits pursuant to the terms of certain benefit plans and programs may be discontinued or forfeited, in addition to any other rights and remedies Tyson may have at law or in equity. In addition, you acknowledge and agree that, in the event of any breach by you of the terms and conditions of this Agreement, Tyson may elect to cancel any and all payments of benefits otherwise due to you, but not yet paid, under this Agreement or otherwise; and you will refund to Tyson any amounts previously paid by Tyson to you in excess of your Accrued Compensation and Plan Benefits (within the meaning of Section 4).
(b)You acknowledge that irreparable damage would result to Tyson if the provisions of this Agreement are not specifically enforced, and that, in addition to any other legal or equitable relief available, and notwithstanding any alternative dispute resolution provisions that have been or may be agreed to between Tyson and you, Tyson shall be entitled to injunctive relief in the event of any failure to comply with the provisions of this Agreement. If you violate any of the terms of this Agreement, you will indemnify Tyson for the expenses, including but not limited to reasonable attorneys’ fees, incurred by Tyson in enforcing this Agreement.
(c)Clawback Policies. In addition to any other remedies provided in this Section 8, all amounts payable under this Agreement are subject to any policy, whether in existence as of the Effective Date or later adopted, established by Tyson that provides for the clawback or recovery of amounts that were previously paid to you in accordance with and pursuant to the terms and conditions of such policy. Tyson will make any determinations for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
Further, notwithstanding any other provisions of this Agreement, if within one year of the termination of your employment, Tyson becomes aware of facts that would have allowed Tyson to terminate your employment for Cause (within the meaning of Section 3), then, to the extent permitted by law, Tyson may elect to cancel any and all payments of benefits otherwise due to you, but not yet paid, under this Agreement or otherwise; and you will refund to Tyson any amounts previously paid by Tyson to you in excess of your Accrued Compensation and Plan Benefits (within the meaning of Section 4)
14
Exhibit 10.2
(d)Enforcement, Severability and Extension. You specifically acknowledge and agree that the purpose of the restrictions contained in Section 6 is to protect Tyson from unfair competition, including improper use of the Confidential Information by you, and that the restrictions and covenants contained therein are reasonable with respect to both scope and duration of application. Notwithstanding the foregoing, if any court determines that any of the terms herein are unreasonable, invalid or unenforceable, the court shall interpret, alter, amend or modify any or all of the terms to include as much of the scope, time period and intent as will render the restrictions enforceable, and then as modified, enforce the terms. Each covenant and restriction contained in this Agreement is independent of each other such covenant and restriction, and if any such covenant or restriction is held for any reason to be invalid, unenforceable and incapable of corrective modification, then the invalidity or unenforceability of such covenant or restriction shall not invalidate, affect or impair in any way the validity and enforceability of any other such covenant or restriction. In the event of a breach by you of any restriction in Section 6, that particular restriction shall be extended by the period of time for which you were in breach.
9.Mutual Agreement to Arbitrate. Executive and the Company agree that all disputes, claims or controversies arising under this Agreement or out of the Executive’s employment with the Company shall be resolved by final and binding arbitration pursuant to the terms and conditions of the Mutual Agreement to Arbitrate Disputes, (the “Arbitration Agreement”) executed simultaneously and as a condition precedent of this Agreement. A copy of the Arbitration Agreement is attached hereto as Exhibit A. The Arbitration Agreement is incorporated by reference into this Agreement in its entirety as if set forth in full herein. Executive agrees and acknowledges that the Arbitration Agreement survives the termination of this Agreement or of Executive’s employment with the Company in all circumstances.
10.General.
(a)Notices. All written notices, requests and other communications provided pursuant to this Agreement shall be deemed to have been duly given, if delivered in person or by courier, or by facsimile transmission or sent by express, registered or certified mail, postage prepaid addressed, if to you, at the most recent address on record in Tyson’s human resources information system, and if to Tyson, at its headquarters:
Tyson Foods, Inc.
Attn: Chief People Officer
2200 Don Tyson Parkway
Springdale, Arkansas 72762-6999
(b)Modification/Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the parties hereto, except for any pre-employment confidentiality agreement that may exist between the parties or any agreement or policy specifically referenced herein. This Agreement cannot be modified except by a writing signed by both parties.
15
Exhibit 10.2
(c)Assignment. This Agreement shall be binding upon you, your heirs, executors and personal representatives and upon Tyson, its successors and assigns. You acknowledge that the services to be rendered by you are unique and personal. You may not assign, transfer or pledge your rights or delegate your duties or obligations under this Agreement, in whole or in part, without first obtaining the written consent of the CLDC Chairman.
(d)Applicable Law. You acknowledge that this Agreement is performable at various locations throughout the United States and specifically performable wholly or partly within the State of Arkansas and consent to the validity, interpretation, performance and enforcement of this Agreement being governed by the internal laws of said State of Arkansas, without giving effect to the conflicts of laws provisions thereof.
(e)Jurisdiction and Venue of Disputes. The courts of Washington County, Arkansas shall have exclusive jurisdiction and be the venue of all disputes between Tyson and you, whether such disputes arise from this Agreement or otherwise. In addition, you expressly waive any right that you may have to sue or be sued in the county of your residence and consent to venue in Washington County, Arkansas. The parties acknowledge that, by signing this Agreement, they are waiving any right that they may have to a trial by jury for any matter related to this Agreement.
(f)Funding. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid from the general funds of Tyson, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. You shall have no right, title or interest whatever in or to any investments which Tyson may make to aid Tyson in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from Tyson hereunder, such right shall be no greater than the right of an unsecured creditor of Tyson.
11.Special Tax Considerations.
(a)Tax Withholding. Tyson shall provide for the withholding of any taxes required to be withheld by federal, state and local law with respect to any payments in cash and/or other property made by or on behalf of Tyson to or for your benefit under this Agreement or otherwise.
16
Exhibit 10.2
(b)Excise Tax. Notwithstanding the foregoing, if the total payments to be paid to you under this Agreement, along with any other payments to you by Tyson, would result in you being subject to the excise tax imposed by Section 4999 of the Code (commonly referred to as the “Golden Parachute Tax”), Tyson shall reduce the aggregate payments to the largest amount which can be paid to you without triggering the excise tax, but only if and to the extent that such reduction would result in you retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by you will be made by Tyson. In the case of a reduction in the total payments subject to this Section 11(b), such payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with amounts that are payable last reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced (and if payments are to be made at the same time, with non-cash payments reduced before cash payments); (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced (and if payments are to be made at the same time, with non-cash payments reduced before cash payments); and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.
(c)Separation from Service. In the event that the termination of your employment does not constitute a “separation from service” as defined in Code Section 409A, including all regulations and other guidance issued pursuant thereto, your rights to the payments and benefits described in Section 4 will vest upon the Termination Date, but no payment to you that is subject to Code Section 409A will be paid until you incur a separation from service (or until six (6) months after such date if you are a “specified employee” pursuant to subsection (d) of this Section 11), and any amounts that would otherwise have been paid before such date will be paid instead as soon as practicable after such date.
17
Exhibit 10.2
(d)Six-Month Delay in Payment. Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” as defined and applied in Code Section 409A as of your Termination Date, then, to the extent any payment under this Agreement or any Tyson plan or policy constitutes deferred compensation (after taking into account any applicable exemptions from Code Section 409A, including those specified in subsection (f) of this Section) and to the extent required by Code Section 409A, no payments due under this Agreement or any Tyson plan or policy may be made until the earlier of: (i) the first (1st) day following the six (6) month anniversary of your Termination Date and (ii) your date of death; provided, however, that any payments delayed during the six (6) month period will be paid in the aggregate as soon as reasonably practicable following the six (6) month anniversary of your Termination Date.
(e)Expense Reimbursement. In no event will an expense be reimbursed after December 31 of the calendar year following the calendar year in which the expense was incurred unless explicitly allowed by any relocation expense reimbursement policies, programs or offerings for Tyson executives. You are not permitted to receive a payment or other benefit in lieu of reimbursement under Section 2(e).
(f)Application of Exemptions. For purposes of Code Section 409A, each “payment” (as defined by Code Section 409A) made under this Agreement will be considered a “separate payment.” In addition, for purposes of Code Section 409A, each such payment will be deemed exempt from Code Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) with respect to any additional amounts paid no later than the second (2nd) calendar year following the calendar year containing your Termination Date, the “involuntary separation” pay exemption of Treasury Regulation § 1.409A-l(b)(9)(iii), which are hereby incorporated by reference.
(g)Effect of Release. Any amounts that are not exempt from Code Section 409A under paragraph (f) above, and which are paid subject to your execution of a Release that provides for a consideration period and revocation period that crosses two calendar years, shall be paid on the first payroll date in the second calendar year that occurs on or after the expiration of the revocation period, regardless of the date the Release is signed.
(h)Interpretation and Administration of Agreement. To the maximum extent permitted by law, this Agreement will be interpreted and administered in such a manner that the payments to you are either exempt from, or comply with, the requirements of Code Section 409A.
SIGNATURE PAGE FOLLOWS
18
Exhibit 10.2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.
YOU ACKNOWLEDGE THAT YOU HAVE COMPLETELY READ THE ABOVE, HAVE BEEN ADVISED TO CONSIDER TIDS AGREEMENT CAREFULLY, AND HAVE BEEN FURTHER ADVISED TO REVIEW IT WITH LEGAL COUNSEL OF YOUR CHOOSING BEFORE SIGNING. YOU FURTHER ACKNOWLEDGE THAT YOU ARE SIGNING THIS AGREEMENT VOLUNTARILY, AND WITHOUT DURESS, COERCION, OR UNDUE INFLUENCE AND THEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.
/s/ Wesley Morris
Wesley Morris
TYSON FOODS, INC.
By: /s/ Jacqueline Hanson
Jacqueline Hanson
Chief People Officer
19
Exhibit 10.2
Exhibit A
MUTUAL AGREEMENT TO ARBITRATE DISPUTES
This Mutual Agreement to Arbitrate Disputes ("Arbitration Agreement") is entered into as of June 15, 2026 by and between Tyson Foods, Inc., including its parents, subsidiaries, affiliates, predecessors, successors, and assigns ("Company"), and Wesley Morris ("Executive"). simultaneously with and as a condition precedent to an Employment Agreement (the “Agreement”). Company and Executive may be referred to individually as a “Party” and collectively as the “Parties.”
1.DEFINITIONS.
For purposes of this Arbitration Agreement, the following definitions apply:
(a)“Claim” means any dispute, claim, or controversy, past, present, or future, arising out of or relating to Executive’s recruitment, employment, compensation, benefits, equity or incentive awards, performance, discipline, or separation from employment, or any other aspect of the Parties’ relationship, whether sounding in contract, tort, statute, regulation, common law, or equity;
(b)“Arbitrable Claim” means any Claim covered by Section 3 that is not expressly excluded by Section 4;
(c)“Arbitration” means final and binding arbitration administered pursuant to this Arbitration Agreement;
(d)“FAA” means the Federal Arbitration Act, 9 U.S.C. §§ 1–16; and
(e)“Governing Rules” means the employment arbitration rules of the selected administrator identified in Section 7, as modified by this Arbitration Agreement.
2.MUTUAL AGREEMENT TO ARBITRATE.
EXECUTIVE AND THE COMPANY UNDERSTAND AND AGREE THAT THE ARBITRATION OF DISPUTES AND CLAIMS UNDER THIS ARBITRATION AGREEMENT SHALL BE INSTEAD OF A COURT TRIAL BEFORE A JUDGE AND/OR A JURY. Executive and the Company understand and agree that, by signing this Arbitration Agreement, they are expressly waiving any and all rights to a trial before a judge and/or a jury regarding any disputes and claims which they now have or which they may in the future have that are subject to arbitration under this Arbitration Agreement. Executive and the Company also understand and agree that the arbitrator’s decision will be final and binding on both the Company and Executive, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”), as applicable.
20
Exhibit 10.2
3.COVERED CLAIMS.
Covered Claims include, without limitation, claims for breach of contract; promissory estoppel; fraud or misrepresentation; defamation; retaliation; wrongful or constructive discharge; discrimination or harassment, specifically including but not limited to claims made on the basis of age, sex, race, national origin, religion, disability or any other unlawful basis, under any and all federal, state, or municipal statutes, regulations, ordinances or common law, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and including claims under the Fair Labor Standards Act of 1938, the Equal Pay Act of 1963, Section 1981 of the Civil Rights Act, and the Worker Adjustment and Retraining Notification Act; wages, bonuses, commissions, equity or incentive compensation, including but not limited to claims for non-payment, incorrect payment, or overpayment of wages, commissions, bonuses, severance, stock options, stock grants and the like, whether such claims be pursuant to alleged express or implied contract or obligation, equity, or any federal, state, or municipal laws concerning wages, compensation or benefits, claims of failure to pay wages for all hours worked, failure to pay overtime, failure to pay wages due on termination, failure to pay paid sick leave, failure to pay paid time off, failure to provide accurate itemized wage statements, entitlement to waiting time penalties and/or any other claims involving compensation issues; benefits (except as excluded below) and any claims arising out of or relating to the grant, exercise, vesting and/or issuance of equity in the Company or options to purchase equity in the Company; expense reimbursement; infliction of emotional distress, misrepresentation, conversion, embezzlement, interference with contract or prospective economic advantage, defamation, unfair business practices, invasion of privacy, breach of personal data, use and/or misuse of biometric information, and any other tort or tort-like causes of action relating to or arising from the employment relationship or termination thereof; and claims for attorneys’ fees and costs available under applicable law. These claims are covered by this Arbitration Agreement whether the disputes or claims arise under common law, or in tort, contract, or pursuant to a statute, regulation, or ordinance now in existence or which may in the future be enacted or recognized.
4.EXCLUDED CLAIMS.
This Arbitration Agreement does not apply to: (a) workers’ compensation benefit claims (except retaliation or discrimination claims to the extent arbitrable); (b) unemployment insurance benefit claims; (c) claims that cannot be required to be arbitrated as a matter of law at the time the Claim is brought; or (d) the filing of administrative charges with federal, state, or local agencies that cannot legally be waived. Nothing herein limits Executive’s right to file such charges; however, to the maximum extent permitted by law, claims for individual monetary relief shall be pursued in Arbitration.
5.INTERIM INJUNCTIVE RELIEF (STATUS QUO ONLY).
Either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction solely to preserve the status quo or prevent irreparable harm pending completion of Arbitration. The merits of all underlying Claims shall be resolved exclusively in Arbitration.
21
Exhibit 10.2
6.GOVERNING LAW.
This Arbitration Agreement evidences a transaction involving interstate commerce and is governed by the FAA. To the extent the FAA does not apply, Arkansas law governs without regard to conflict-of-law principles.
7.ARBITRATION ADMINISTRATION AND LOCATION.
Arbitration shall be administered exclusively by JAMS under its then-current Employment Arbitration Rules and Procedures, as modified by this Arbitration Agreement. Unless otherwise agreed, Arbitration shall be conducted in Washington County, Arkansas, and may be conducted by videoconference where permitted.
8.ARBITRATOR AUTHORITY AND AWARD.
The arbitrator shall be a neutral attorney with at least ten (10) years of experience in employment law or complex commercial disputes. The arbitrator may award all remedies available under applicable law on an individual basis and shall issue a written, reasoned award.
9.DELEGATION.
Except as limited by Section 10, the arbitrator has exclusive authority to resolve disputes regarding interpretation, applicability, enforceability, or formation of this Arbitration Agreement.
10.CLASS, COLLECTIVE, AND REPRESENTATIVE ACTION WAIVER.
All Claims must be brought on an individual basis only. The arbitrator has no authority to hear class, collective, or representative claims. If this waiver is unenforceable as to a particular Claim or remedy, that Claim or remedy shall proceed only in court.
11.FEES AND COSTS.
Company shall pay arbitration fees and arbitrator compensation to the extent required by applicable law. Each Party bears its own attorneys’ fees incurred in connection with the arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute or contract at issue in the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. If there is a dispute as to whether the Company or Executive is the prevailing party in the arbitration, the arbitrator will decide this issue.
12.CONFIDENTIALITY.
Unless prohibited by law, the Arbitration and award shall be confidential except as necessary to enforce or challenge the award or comply with legal obligations.
22
Exhibit 10.2
13.LIMITATIONS PERIOD; SURVIVAL; SEVERABILITY.
Claims must be brought within applicable statutes of limitation for the claim(s) upon which arbitration is sought, compelled or required. This Arbitration Agreement survives termination of employment. Unenforceable provisions shall be severed or reformed to the minimum extent necessary.
14.VOLUNTARY AND KNOWING AGREEMENT.
The Parties acknowledge they have read this Arbitration Agreement carefully and had the opportunity to consult counsel and enter into this Arbitration Agreement knowingly and voluntarily.
15.SEVERABILITY.
Executive and the Company understand and agree that if any term or portion of this Arbitration Agreement shall, for any reason, be declared by a Court of competent jurisdiction to be invalid or unenforceable or to be contrary to public policy or any law, such a decision shall only be binding in the jurisdiction in which the decision was made. In addition, the remainder of this Arbitration Agreement shall not be affected by such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within this Arbitration Agreement.
16.ENTIRE AGREEMENT.
This Arbitration Agreement constitutes the entire agreement concerning arbitration and may be amended only in a writing signed by both Parties.
SIGNATURES COMPANY:
Tyson Foods, Inc.
By:/s/ Jacqueline Hanson____ Date: 6/4/2026
EXECUTIVE:
Wesley Morris
/s/ Wesley Morris_________ Date: 6/4/2026
---
CALIFORNIA COMPLIANCE AND SAVINGS ADDENDUM
This Addendum applies only if Executive resides or works in California or California law is asserted to apply.
1. Non-Waiver of Non-Arbitrable Claims. Nothing in this Arbitration Agreement requires arbitration of claims that are non-arbitrable under California law, including representative claims under the California Private Attorneys General Act (PAGA), to the extent such claims are determined to be non-arbitrable.
2. Severability and Stay of Representative Claims. Any representative claim that must proceed in court under California law shall be stayed pending completion of Arbitration of arbitrable individual claims.
3. Costs and Fees Compliance. Company shall bear arbitration costs as required by California law, including arbitrator fees and unique forum costs.
4. Savings Clause. This Arbitration Agreement shall be interpreted and enforced to the maximum extent permitted by California law, and any unenforceable provision shall be limited or severed only to the minimum extent necessary to preserve enforceability.
23
Exhibit 10.3
SEPARATION AGREEMENT
This Separation Agreement (“Agreement”) is made and entered into by and among Devin Cole (“you”) and Tyson Foods, Inc. (“Tyson”). In consideration of the mutual promises contained herein, the parties hereby agree as follows:
(1) Termination of Employment. Effective as of midnight June 30, 2026 (your “Termination Date”) your employment with Tyson is terminated. The parties wish to settle and compromise fully any and all claims and issues that have been raised or could be raised by you.
(2) Consideration. The following is provided in consideration and as material inducement for your signing this Agreement, the sufficiency of which is acknowledged:
(i) Separation Payment. Subject to your execution and non-revocation of this Agreement, Tyson will pay you a lump sum payment of Ten Million Five Hundred Seventy-Eight Thousand Nine Hundred Dollars ($ 10,578,900.00) This payment will be made after the Effective Date (as defined below), on or about July 1, 2026. This Separation Payment constitutes gross wages, subject to applicable withholdings for federal, state, and local taxes, Social Security, and other required withholdings. You acknowledge and agree that you would not otherwise be entitled to this Separation Payment but for entering into this Agreement.
(ii) Conditional Vesting of Restricted Stock, Performance Shares and Stock Options. Subject to your execution and non-revocation of this Agreement, you shall become vested in any unvested restricted stock unit awards and any unvested stock option awards that are outstanding on the Termination Date, all as provided by the terms of each specific stock incentive or award agreement with respect to a termination of employment due to retirement and as modified by a Resolution of the Compensation and Leadership Development Committee of the Board of Directors of Tyson Foods, Inc., dated April 30, 2025, an appropriately redacted copy of which is attached hereto. You expressly agree and understand that any and all unvested and/or unsettled awards of Performance Stock issued to you under Award Agreements pursuant to Section 3 of the Tyson Foods, Inc. 2000 Stock Incentive Plan or to which you currently are or may have become entitled shall be forfeited, cancelled and surrendered as of the Effective Date as a condition of this Agreement.
(iii) Separation Payment defined. The payments and benefits made pursuant to Paragraph 2(i) and (ii) are referred to throughout this Agreement as the “Separation Payment.”
(iv) Consideration and Acknowledgment. You understand, acknowledge, and agree that the Separation Payment constitutes consideration for your execution of this Agreement and compliance with the terms herein and exceeds what you would otherwise be entitled to receive upon separation from employment in the absence of this Agreement.
Exhibit 10.3
(v) Benefit Termination. It is understood that your coverage under all Tyson benefit plans, including, but not limited to, retirement, disability, accidental death and dismemberment, life insurance, critical illness, hospital indemnity, legal, vacation, and stock plans (with the exception of the vesting of outstanding restricted stock unit awards and stock option awards as described in Paragraph 2(ii) above), cease as of the Termination Date. With respect to Tyson’s retirement and stock plans, you understand that you will no longer be eligible to make contributions as an active participant to such plans. Notwithstanding anything to the contrary in this Agreement, your vested benefits under any plan or program of Tyson or any of its affiliated companies at or subsequent to the Termination Date (including, but not limited to the Retirement Savings Plan, Executive Life Insurance Program, and Executive Savings Plan) will be payable in accordance with such plan or program. (This subsection (v) does not include Tyson’s group medical, dental, vision, and drug plan(s) if COBRA continuation coverage is timely and properly elected by you. If you do not timely and/or properly elect COBRA continuation coverage, then your participation in those plans. shall cease in accordance with the terms of the applicable plan). You should be aware that you may have conversion, portability, or continuation rights arising under certain plans. You acknowledge that you have received and reviewed the Benefits Exit Checklist, which contains provisions notifying you of these rights and the deadlines applicable to their exercise. It is your sole responsibility to arrange for such conversion, portability, or continuation with the applicable carrier and you will be solely responsible for any costs associated with doing so, including ongoing payment of premiums.
(vi) No Representation Regarding Taxability. Tyson makes no representation concerning the taxability of the consideration described herein, including the Separation Payment and shall have no obligation to you for any taxes, which may become due on such payment. You agree to bear all tax consequences, if any, attendant upon the payment to you of the above-recited sums. Additionally, Tyson makes no representations that the payments and benefits provided under this Agreement or otherwise in connection with your termination comply with Code Section 409A and in no event shall Tyson be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Code Section 409A. You further agree to hold Tyson harmless from and against any tax or tax withholdings claims, amounts, interest, penalties, fines, or assessments brought or sought by any taxing authority or governmental agency with regard to the above-recited sums.
(3) General Release. In consideration for the Separation Payments, you, your heirs, executors, administrators, attorneys, agents and assigns, hereby waive, release and forever discharge Tyson, together with Tyson’s subsidiaries, divisions and affiliates, whether direct or indirect, and their joint ventures and joint venturers (including its and their respective directors, officers, associates, employees, shareholders, partners and agents, past, present, and future), employee benefit plans or programs (including any trustees, fiduciaries, and third party service providers of such plans or programs), and each of its and their respective predecessors, successors and assigns (hereinafter collectively referred to as “Releasees”), from any and all known or unknown actions, causes of action, claims, suits, demands, rights, damages, costs, expenses, attorney’s fees, compensation or liabilities of any kind which have been or could be asserted against the Releasees arising out of or related to your employment with and/or separation from employment with Tyson and/or any of the other Releasees and/or any other occurrence up to and including the date that you sign this Agreement, including but not limited to:
2
Exhibit 10.3
(i) claims, actions, causes of action or liabilities arising under: the Worker Adjustment and Retraining Notification Act as amended (the “WARN Act”); Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Civil Rights Act of 1991, as amended; the Civil Rights Act of 1866; the National Labor Relations Act; the Labor Management Relations Act ; the Fair Labor Standards Act (“FLSA”), as amended; the Federal Occupational Safety and Health Act, as amended; the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended (including, for the avoidance of doubt, claims under the Executive Severance Plan of Tyson Foods, Inc. and any claims, actions, causes of action or liabilities arising in relation to that plan); the Rehabilitation Act of 1973, as amended; the Americans with Disabilities Act of 1990 (“ADA”), as amended; the Family and Medical Leave Act of 1993, as amended (“FMLA”); the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”); the Uniformed Services Employment and Reemployment Rights Act (“USERRA”); the Genetic Information Nondiscrimination Act of 2008 (“GINA”); the False Claims Act (including the qui tam provision thereof); the Immigration Reform and Control Act; the Sarbanes-Oxley Act, as amended; the Dodd-Frank Act; as amended; and/or any other federal, state, municipal, or local employment discrimination statutes, laws, regulations, ordinances or executive orders (including, but not limited to, claims based on age, sex, attainment of benefit plan rights or entitlement to plan benefits, entitlement to prior notice, race, color, religion, national origin, source of income, union activities, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); intentional or negligent infliction of emotional distress and outrage; defamation; interference with employment and/or contractual relations; wrongful or retaliatory discharge; invasion of privacy; breach of contract, express or implied; workers’ compensation retaliation claims; and any state or federal contractual, tort, or common law theory of liability or damages; and/or
(ii) Any and all claims, rights or causes of action you may have as of the date that you sign this Agreement to or regarding any unvested and/or unsettled Performance Shares to which you currently are or may have become entitled.
(iii) Any and all claims, rights or causes of action you may have as of the date that you sign this Agreement to or regarding any benefits, payments or awards pursuant to the terms and conditions of the Tyson Foods, Inc. Annual Incentive Compensation Plan for Senior Executive Officers.
(iv) Any and all claims, rights or causes of action you may have as of the date that you sign this Agreement arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). You further agree that your waiver of rights under this Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”).
3
Exhibit 10.3
(4) Exclusions from General Release. Notwithstanding the above General Release of all claims, you are not waiving or releasing (i) any claims or rights which cannot be waived by law, (ii) claims for workers’ compensation, (iii) claims for medical conditions caused by exposure to hazards during your employment of which you were not aware before or at the time you sign this Agreement, (iv) claims arising after the date that you sign this Agreement, (v) to the extent that you participate, claims for vested or accrued benefits under a Releasee’s employee benefit plan, including but not limited to, Retirement Savings Plan, Executive Life Insurance Program, or Executive Savings Plan, (vi) Any right you may have to advancement or indemnification, including, without limitation, under any existing agreement with Tyson or its subsidiaries or affiliates or pursuant to the companies’ articles of incorporation or bylaws, as applicable or (vii) your right to file a charge, complaint, or to participate in an investigation or communicate with the United States Equal Employment Opportunity Commission (the “EEOC”), the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state, or local governmental agency or commission. This Agreement does not limit your right to receive an award for information provided to any government agency. You are, however, freely waiving all rights to recover money or other individual relief in connection with any EEOC charge or investigation.
(5) Employee Acknowledgments: You further agree that (i) you have been paid (or are paid by way of this Agreement or will be by your final paycheck) for all hours worked, including overtime, (ii) you have not suffered any on-the-job injury for which you have not already filed a claim, (iii) you have received all leave you requested and for which you were eligible, (iv) you have received (or are receiving by way of this Agreement) all wages, compensation, bonuses, commissions, severance, and/or other benefits due to you as of the date you sign this Agreement, other than base salary earned but unpaid as of the Termination Date, and, (v) you have returned to Tyson, or will return within 7 days following the Termination Date, all files, memoranda, records, credit cards, manuals, computer equipment, computer software, pagers, cellular phones, facsimile machines, Tyson vehicles and any other equipment or documents, and all other physical or personal property that you received from Tyson and/or that you used in the course of your employment with Tyson and that are the property of Tyson. You acknowledge that you have held such information in trust and in strict confidence and will continue to do so, and that you have complied and will comply with Tyson’s policies regarding proprietary and confidential information.
4
Exhibit 10.3
(6) Covenant Not to Sue. A “covenant not to sue” is a legal term which means you promise not to file a lawsuit in court. It is different from the General Release of claims contained in Paragraph 3 above because, in addition to waiving and releasing the claims covered by Paragraph 3 above, you further promise and represent that (i) you have no pending lawsuits against the Releasees with any municipal, state or federal court or non-governmental entity, and (ii) you will not sue any of the Releasees or become a party to a lawsuit in any forum for any reason whatsoever relating to anything that has happened through the date that you sign this Agreement. If you break this promise, Tyson shall be entitled to apply for and receive an injunction to restrain any violation of this paragraph. You also understand, at Tyson’s option, you shall be liable for the payment of all legal costs, including reasonable attorneys’ fees, paid by Tyson in connection with any lawsuit you file. In addition to the foregoing, if you breach the covenant not to sue set forth in this paragraph, you shall, upon demand by Tyson, repay to Tyson the full gross amount of the Separation Payment made to you pursuant to this Agreement within thirty (30) days of such demand. You acknowledge and agree that the Separation Payment was made in material reliance on your promise not to sue, that such amount constitutes reasonable liquidated damages and not a penalty, and that Tyson's damages resulting from a breach of this covenant would be difficult to ascertain with certainty. Tyson's right to seek repayment under this paragraph shall be in addition to, and not in lieu of, any other rights or remedies available to Tyson at law or in equity, including its right to seek injunctive relief and recover attorneys' fees as set forth above. Notwithstanding this covenant not to sue, you may bring a claim or lawsuit to challenge the validity of this Agreement under the ADEA. You are, however, specifically waiving your right to any monetary recovery or other relief under the ADEA.
(7) Cessation of Authority. You further understand and agree that as of the Termination Date, you are no longer authorized to incur any expenses, obligations, or liabilities, or to make any commitments on behalf of Tyson. You also agree to submit to Tyson on or before the Termination Date, any and all expenses incurred by you through that date and disclose to Tyson any and all contracts or other obligations entered into by you on behalf of Tyson.
5
Exhibit 10.3
(8) Confidentiality. You further agree, unless otherwise specifically authorized in writing by Tyson, that (i) you will hold Confidential Information, as defined below, in the strictest confidence; (ii) you will not, directly or indirectly, disclose, divulge or reveal any such Confidential Information to any person or entity; (iii) you will not use any such Confidential Information for your own benefit or benefit of any other person or entity; (iv) you will take such protective measures as may be reasonably necessary to preserve the secrecy and interest of Tyson in the Confidential Information; (v) you will keep all terms of this Agreement confidential, except that you may make necessary disclosures to attorneys or tax advisors that you retain to advise you in connection with this Agreement and/or as may be required by law; and (vi) you will immediately notify Tyson of any unauthorized disclosure or use of any Confidential Information of which you become aware. Notwithstanding the foregoing, this Agreement does not limit your ability to (and you will not breach the confidentiality provisions of this section if you) communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to Tyson. Further, this Agreement does not limit your ability to disclose Confidential Information by order of a court, provided you shall promptly inform Tyson of any such order and take reasonable steps to prevent disclosure of Confidential Information until Tyson has been informed of such required disclosure and has had a reasonable opportunity first to seek a protective order. In addition to the above obligations of confidentiality toward Tyson, you also agree to maintain as confidential any information you may possess about Tyson family members, including but not limited to the Chairman of the Board, John H. Tyson, Board of Directors Member John Randal Tyson, Board of Directors Member Olivia L. Tyson, Board of Directors Member Barbara A. Tyson, and any of their siblings, spouses, children or persons connected to the family by personal or professional relationships (the “Family”) and about whom you gathered, received, or secured information while in your role as Chief Operating Officer, whether or not such information was gathered, received or secured as a specific function of your employment with Tyson.
(i) If you are required to disclose this Agreement, its terms or underlying facts pursuant to court order and/or subpoena, you shall notify Tyson, in writing via overnight mail, within 24 hours of his receipt of such court order or subpoena, and simultaneously provide Tyson with a copy of such court order or subpoena. The notice shall be sent to Adam Deckinger, Chief Legal & Administrative Officer, 2200 West Don Tyson Parkway, Springdale, Arkansas 72762. You agree to waive any objection to Tyson’s request that the document production or testimony be done in camera and under seal.
(ii) The Parties agree that the terms of this Paragraph 8 and all of its subparts are a material inducement for the execution of this Agreement. Any disclosure or dissemination, other than as described above, will be regarded as a breach of this Agreement and a cause of action shall immediately accrue for damages and injunctive relief.
6
Exhibit 10.3
As used in this Agreement, “Confidential Information” means and includes the trade secrets, proprietary information, and/or any other information of Tyson and/or one or more of the Releasees (each, including Tyson, a “Tyson Party”), in whatever form, tangible or intangible, that is not generally known to the public and (i) is generated, collected by or utilized in the operations of the Tyson Party’s business and relates to the actual or anticipated business, research or development of the Tyson Party; or (ii) is suggested by or results from any task assigned to you or work performed by you for or on behalf of a Tyson Party. Confidential Information includes information regarding a Tyson Party’s strategies, methods, books, records, and documents; technical information concerning products, formulas, production, distribution, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, suppliers, vendors, investors, and other business affiliates (such as contact name, service provided, pricing, type and amount of services used, credit and financial data, and/or other information relating to a Tyson Party’s relationship with that business affiliate); pricing strategies and price curves; positions, plans, and strategies for expansion or acquisitions; budgets; customer lists; research; weather data; financial analysis, returns and reports and sales data; trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating a Tyson Party; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; personnel information, including salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other information, whether tangible or intangible, in any form or medium (written, electronic, oral, visual or other form).
(9) Non-Disparagement. You further agree that you will not, for two years following the Termination Date:
(i) engage in any form of conduct, or make any statement or representation to third parties, either oral or written, that you reasonably believe is likely to become public or be distributed to third parties, which could reasonably be interpreted under the circumstances as materially disparaging, or otherwise materially impugns or impairs the reputation, goodwill or interests of a Tyson Party or the Family (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments); or
(ii) direct, arrange or encourage others to make any such derogatory or disparaging statements on your behalf.
Notwithstanding the foregoing, this Agreement does not prevent you (and you will not breach the non-disparagement provisions of this section by) (i) providing truthful testimony or information in any proceeding or in response to any request from any governmental agency, or judicial, arbitral or self-regulatory forum, or (ii) in good faith carrying out your fiduciary obligations in your capacity as an officer or employee of a subsequent employer.
7
Exhibit 10.3
(iii) Tyson agrees it will instruct the Named Executive Officers listed in the most recent Proxy Statement, as well as Jacqueline Hanson, Chief People Officer, Mike Wheeler, Chief Technology Officer, Chad Martin, President Beef, Wade Brueggeman, President Pork, Kyle Narron, President Prepared Foods, Nathan McKay President Poultry, Shelby Watkins, President Cobb, and Angela Klinger, President International, not to and that it will not, for two years following the Termination Date, through any official corporate statement, communication, or action authorized by Tyson:
(a) engage in any form of conduct, or make any statement or representation, either oral or written, that is likely to become public or be distributed to third parties, which could reasonably be interpreted under the circumstances as materially disparaging, or otherwise materially impugns or impairs your reputation, goodwill or interests, or
(b) direct, arrange or encourage others to make any such derogatory or disparaging statements on their behalf.
For the avoidance of doubt, Tyson's obligations under this paragraph apply only to Tyson acting in its official corporate capacity, and Tyson shall not be in breach of this paragraph as a result of any statement or conduct by any employee, officer, or agent acting outside the scope of their authority or without Tyson's authorization, provided Tyson has complied with its instruction obligation above.
(10) Non-Competition and Non-Solicitation. By this Agreement you acknowledge the terms and conditions of a Non-Competition and Non-Solicitation Agreement signed by you on or about February 20, 2024. You can review your Non-Compete and Non-Solicitation Agreement in your Workday documents.
(11) Protected Rights.
(i) Nothing in Paragraphs 6 through 10 of this Agreement restricts or impedes, in any way, your exercising of protected rights that cannot be waived by agreement, or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed any disclosure required by the law, regulation, or order.
(ii) Nothing in Paragraphs 6 through 10 of this Agreement prohibits you from reporting an event that you reasonably and in good faith believe is a possible violation of law or regulation to the relevant governmental agency or entity including, but not limited to, the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from cooperating in an investigation conducted by such a governmental agency or entity. You do not need prior authorization of Tyson to make any such reports or disclosures and are not required to notify Tyson that you have made such reports or disclosures.
8
Exhibit 10.3
(iii) You are hereby provided notice that under the 2016 Defend Trade Secrets Act : (1) no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (A) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.
(12) Breach of Confidentiality and Restrictive Covenant Provisions. You further agree and acknowledge that a breach of the Confidentiality or Non-Disparagement provisions of this Agreement, or your Non-Competition and Non-Solicitation Agreement will result in damage or loss to a Tyson Party(ies) which cannot be reasonably or adequately compensated in damages and will cause the Tyson Party(ies) irreparable injury. Accordingly, you further agree, in the event of such breach, that (i) a Tyson Party(ies) shall be entitled to apply for and receive an injunction to restrain such breach, without the need for the posting of any bond or other security, (ii) you will forfeit your right to any unpaid Separation Payment from Tyson or any of the other Releasees and, in addition, you will account for and pay over to the Tyson Party(ies) all compensation, profits, monies, accruals, increments or other benefits received by you as a direct result of any transactions constituting such breach, (iii) you shall be obligated to pay to the Tyson Party(ies) its costs and expenses in enforcing such Confidentiality, Non-Disparagement, or Non-Solicitation and Non-Competition provisions (including court costs, expenses, and reasonable legal fees), and (iv) that Tyson may enforce any and all terms, conditions, remedies or causes of action created or countenanced by your Non-Competition and Non-Solicitation Agreement and that this Agreement in no way modifies, limits or in any way restricts the applicability of the terms and conditions of your Non-Competition and Non-Solicitation Agreement. Any request by a Tyson Party for equitable relief shall not be construed to be a waiver of any other rights or remedies the Tyson Party may have for damages or otherwise.
9
Exhibit 10.3
(13) Cooperation. You agree that you will cooperate with Tyson and its internal and external attorneys in the prosecution or defense of any litigation, administrative action or proceeding, regulatory proceeding, or claims (including those currently pending or brought in the future) related to, arising from, or in connection with events, matters, acts, or omissions which occurred or accrued during your time of employment and to which you may be a witness or other interested party. Your cooperation will include, without limitation, being reasonably available for meetings and interviews with Tyson’s counsel and appearing for, and providing truthful testimony in, depositions and at trial without the need for a subpoena. To the extent reasonably practicable, the Company shall coordinate with you to minimize scheduling conflicts with your then current business and personal commitments. With respect to any such depositions, interviews, or appearances, you agree to be represented by Tyson’s counsel, if and only to the extent consistent with your legal interest and counsel’s ethical obligations, and to work with such counsel in preparation therefor. In no event shall you be required to cooperate against your own legal interests. Tyson will reimburse you for all reasonable expenses, including travel costs, approved in advance and incurred in connection with such cooperation. Further, you agree to work with Tyson to image your mobile device in the event communications or other information which could be stored on your device is requested in any litigated matter, administrative action or proceeding, regulatory proceeding, or other claim brought against the company; provided that any such imaging will be limited to information reasonably relevant to the matter, conducted in a manner designed to protect your personal, privileged, confidential, and unrelated information, and subject to reasonable advance notice regarding the timing, scope, method, and handling of any data collected.
(14) Non-Admissions. The facts and terms of this Agreement are not an admission by the parties of liability or other wrongdoing under any law. Further, each party acknowledges and agrees that there has been no determination that either party has violated any federal, state or local law, regulation, order or other legal principle or authority. You further acknowledge that no precedent, practice, policy or usage shall be established by this Agreement or the Separation Payments offered hereunder.
(15) Execution and Revocation. You have twenty-one (21) days to consider this Agreement before signing it. This offer expires and is no longer valid if you do not accept it by signing and returning this Agreement through Adobe Sign within the 21-day period. Following your execution of this Agreement, you have seven (7) days in which to revoke this Agreement. To be effective, the revocation shall be made in writing and delivered to and received by your manager no later than the seventh (7th) day after you execute this Agreement. Any attempted revocation not actually received on or before the revocation deadline shall not be effective. This Agreement, in its entirety, will be void and of no force and effect if you choose to revoke it, and you will not receive the Separation Payments. If you do not revoke it, this Agreement shall, on the eighth (8th) day after execution become fully effective and enforceable (the “Effective Date”).
(16) Severability. If any provision of this Agreement is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any controlling law, the remainder of this Agreement shall continue in full force and effect.
10
Exhibit 10.3
(17) Jurisdiction. This Agreement shall in all respects be interpreted, enforced and governed under applicable federal law and in the event reference shall be made to state law, the internal laws of the State of Arkansas shall apply without regard to choice of law principles. Any and all lawsuits, legal actions or proceedings arising out of this Agreement will be brought in Arkansas state court located in Washington County, Arkansas or the federal court of competent jurisdiction sitting in or nearest to Washington County, Arkansas, and each party shall submit to and accept the exclusive jurisdiction of such court for the purpose of such suit, legal action or proceeding. Each party irrevocably waives any objection it may have now or any time in the future to this choice of venue and further waives any claim that any suit, legal action or proceeding brought in any such court has been brought in an inappropriate forum. You shall stipulate in any proceeding that this Agreement is to be considered for all purposes to have been executed and delivered within the geographic boundaries of the State of Arkansas.
(18) Additional Employee Acknowledgements. You hereby acknowledge and agree that:
• You are entering into this Agreement freely, knowingly and voluntarily, and were in no manner coerced into signing it;
• You have been advised to consult with an attorney before signing this Agreement;
• You have read this Agreement in its entirety and understand its terms;
• THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS;
• You understand you may take at least twenty-one (21) days to consider this Agreement before signing it;
• You understand that you have seven (7) days after signing this Agreement to revoke it;
• You are not otherwise entitled to the Separation Payment which you will receive in exchange for signing and not later revoking this Agreement; and
• This Agreement is the entire agreement between you and Tyson regarding the termination of your employment with Tyson (and/or any of the other Releasees) and supersedes any and all prior representations or statements to the contrary (written or oral) regarding such termination of employment, except for the terms and conditions of the Non-Competition and Non-Solicitation Agreement, which remain in full force and effect.
11
Exhibit 10.3
(19) SECTION 409A.
This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, Tyson makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall Tyson be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.
[Remainder of page intentionally left blank; signature page to follow]
12
Exhibit 10.3
SIGNATURES
Please complete this section to accept this Agreement. By signing below, you agree and intend to be legally bound to all of the terms set forth in this Agreement. | |||||
Devin Cole: | Devin Cole | ||||
Signature: | /s/ Devin Cole | ||||
Date Signed: | 6/16/2026 | ||||
Tyson Foods, Inc.
By: /s/Jacqueline Hanson
Title: Chief People Officer
13
Exhibit 10.4
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Third Amended and Restated Employment Agreement (the “Agreement”), is executed this 17 day of June, 2026 (the “Execution Date”) with effect as of the 28th day of September, 2025 (the “Effective Date”), by and between Tyson Foods, Inc., a Delaware corporation, and any of its subsidiaries and affiliates (hereinafter collectively referred to as “Tyson”), and John H. Tyson (hereinafter referred to as “you”).
WITNESSETH:
WHEREAS, Tyson and you have previously entered into that certain Second Amended and Restated Employment Agreement dated as of November 9, 2017 (the “Prior Agreement”) whereby you agreed to provide certain services to Tyson; and
WHEREAS, you and Tyson desire to amend and restate the Prior Agreement in its entirety with this Agreement; and
WHEREAS, you have agreed to remain employed by Tyson and devote your services for the Period of Employment (as defined below) to advance Tyson’s and its stakeholders’ best interests consistent with the terms and conditions set forth herein;
WHEREAS, Tyson is engaged in a very competitive business, where the development and retention of extensive confidential information, trade secrets and proprietary information as well as customer relationships and goodwill are critical to future business success; and
WHEREAS, by virtue of your employment with Tyson, you have been and continue to be involved in the development of, and have had and will continue to have access to, Tyson’s confidential information, trade secrets and proprietary information, and, if such information were to get into the hands of competitors of Tyson, it could do substantial business harm to Tyson; and
WHEREAS, you will not continue to be provided with or given access to Tyson’s customers and goodwill or Tyson’s confidential information, trade secrets and proprietary information unless you execute this Agreement; and
WHEREAS, Tyson has advised you that agreement to the terms of this Agreement, and specifically the non-compete and non-solicitation sections, is an integral part of this Agreement, and you acknowledge the importance of the non-compete and non-solicitation sections, and having reviewed the Agreement as a whole, are willing to commit to the restrictions set forth herein.
NOW, THEREFORE, Tyson and you hereby mutually agree as follows:
Exhibit 10.4
1. Employment.
a. Consideration. Subject to any termination of this Agreement and your employment with Tyson as hereinafter specifically addressed and provided under this Agreement, you and Tyson expressly agree that from and after the Effective Date, you will remain employed by, and devote your professional time and attention to, the best interests of Tyson and its stakeholders consistent with the terms of this Agreement for the Period of Employment. In consideration of the above mutual agreements and other good and valuable consideration, you and Tyson are expressly (i) committing to your employment, continued employment, and maintaining the professional relationship between you and Tyson, and (ii) agreeing that Tyson will pay and provide to you and you shall be entitled to have the opportunity to earn or receive from Tyson certain monies, benefits, severance, and stock awards all as provided under this Agreement. You acknowledge and agree that as a result of your position and employment with Tyson you will be given and have access to the trade secrets and confidential information of Tyson and its customers, suppliers, vendors or affiliates to which information you would not otherwise have such access.
b. Duties. You hereby commit and agree to being employed, and Tyson hereby commits and agrees to continue to employ you as its Executive Chairman of the Board of Directors of Tyson (the “Executive Chairman” and the “Board,” respectively). The duties and services required to be performed by you shall be consistent with both your position and your customary duties historically performed by you, but subject to the foregoing, may also include such reasonable and additional duties as are assigned to you by the Board in its discretion from time to time. You shall report to the Board.
You agree to devote a sufficient amount of your working time, attention and energies to the business of Tyson as is necessary to permit fulfillment of your duties and responsibilities to Tyson, all in a manner consistent with your historical and past performance of your duties as assigned by the Board.
You may make and manage personal investments for yourself and your family and investments for entities you represent (provided such investments in other activities do not violate, in any material respect, the provisions of Section 6 of this Agreement), be involved in charitable, civic, educational, and professional activities, and serve on boards of not for profit and other for profit entities, provided such activities do not materially and unreasonably interfere with the performance of your duties and obligations hereunder. You agree that during your employment with Tyson, you will not, except as expressly permitted by the Governance and Nominating Committee of the Board, engage in any (i) competitive outside business activities, (ii) outside business that provides goods or services to Tyson, or (iii) outside business that buys products from Tyson. You agree that during your employment with Tyson, you will devote your reasonable efforts to the good faith performance of your duties and the advancement of Tyson and shall not engage in any other employment, profitable activities, or other pursuits which would cause you to disclose or utilize Confidential Information (as defined in Section 6(a)), or reflect adversely on Tyson. This obligation shall include, but is not limited to, obtaining Tyson’s consent prior to performing tasks for business associates of Tyson outside of your customary duties for Tyson, giving speeches or writing articles, blogs, or posts, about Tyson’s business, or improperly using Tyson’s name in each case in a manner that reflects unfavorably upon Tyson. You further agree that other than the Tyson Limited Partnership, a Delaware limited partnership of which you are a general partner, or any other use of your individual name, the name or names of one or more Tyson family members, or your or their respective nicknames, initials, identities or related references, you will not use, incorporate, or otherwise create any business entity or organization or domain name using any name confusingly similar to the name of “Tyson Foods” or the name of any affiliate of Tyson or any other name under which any such entities do business, except with the consent of the Board which consent shall not be unreasonably withheld.
2
Exhibit 10.4
c. Term of Employment. This Agreement shall govern the terms of your employment with Tyson from the Effective Date through the earlier of (i) September 30, 2029 or (ii) your termination of employment pursuant to Section 3 (such period, the “Initial Term”). Subject to the foregoing, commencing on October 1, 2029 and continuing on each subsequent three (3) year anniversary of such date (i.e., October 1 of each of 2032, 2035, etc.), this Agreement and your employment with Tyson hereunder shall automatically renew and extend for additional and successive periods of three (3) years (each such additional three-year period, respectively an “Extension Term”) unless (i) either party provides written notice of non-renewal (a “Non-Renewal Notice”) to the other party not less than ninety (90) days prior to the expiration of the then current Initial Term or Extension Term, as applicable, or (ii) your employment is terminated by reason of your death or Disability under Section 3(a) or 3(b) hereof or (iii) you terminate your employment with Tyson pursuant to Sections 3(c) or 3(d) hereof or (iv) Tyson terminates your employment with it pursuant to Sections 3(e) or 3(f) hereof. The Initial Term and all Extension Terms during all or any part of which this Agreement and your employment with Tyson remains in effect shall be referred to herein as the “Period of Employment.” For all purposes of this Agreement, the expiration of the then current Period of Employment occurring by reason of either your providing Tyson with your Non-Renewal Notice or Tyson providing you with its Non-Renewal Notice in either case under this Section 1(c)(i) of this Agreement and the resulting termination of this Agreement and your employment with Tyson by reason thereof shall constitute and be referred to as an “Expiry Termination” under this Agreement.
2. Compensation.
a. Compensation and Benefits for Services. You shall receive all regular compensation for services as described in this Section 2 and the benefits provided under Section 4 and Section 5 in exchange for signing this Agreement, for committing to continued service during the Period of Employment, and for agreeing to abide and be bound by the terms, provisions and restrictions of Sections 1(b) and 6. You understand and acknowledge that you have been properly and timely informed of the type, amount and terms of such consideration and that you would not be entitled to such consideration, and that such consideration would not be paid, if you did not execute and agree to be bound by the provisions of this Agreement.
b. Base Salary. For the services to be performed hereunder during the Period of Employment, Tyson shall pay you at a base salary of $3,500,000 per annum (the “Base Salary”), which may be increased by Tyson from time to time at the discretion of the Compensation and Leadership Development Committee of the Board (the “CLDC”). The Base Salary shall be paid in accordance with Tyson’s payroll practice, but in no event less frequently than monthly, and shall be pro-rated for any partial payroll period occurring during the Period of Employment.
3
Exhibit 10.4
c. Performance Incentive Eligibility. For each Tyson fiscal year beginning during the Period of Employment (each respectively, a “Bonus Year” and, for clarity, including without limit, such fiscal year starting September 28, 2025), you shall be entitled to have the opportunity to earn an annual incentive plan bonus (an “AIP Bonus”), payable in cash, with a target AIP Bonus opportunity equal to 300% of your annual Base Salary as then in effect during such Bonus Year (the “Target AIP Bonus”). The actual AIP Bonus earned in respect of a given Bonus Year, if any, will be based on Tyson’s achievement of performance objectives as established by the CLDC and applied in a manner no less favorable than those extended to any other senior or comparable executive employee of Tyson (the “AIP Criteria”). Subject to the foregoing and Sections 3 and 4 of this Agreement, the AIP Bonus shall be governed by and payable in accordance with the terms of the Tyson Foods, Inc. Annual Incentive Compensation Plan for Senior Executive Officers, as amended from time to time, or other Tyson incentive compensation plan then in effect (as applicable, the “Governing AIP Plan”). Your Target AIP Bonus shall not serve as a limit as to the amount of the actual AIP Bonus you may earn, receive, and/or be paid for any applicable Bonus Year; it being agreed that such actual AIP Bonus may be lower than, equal to, or exceed your Target AIP Bonus, consistent with the terms of the Governing AIP Plan and the applicable AIP Criteria.
d. Stock Grants. For each Bonus Year, you shall be entitled to have the opportunity to earn an annual long-term incentive award (the “LTI Award”) with a target grant date fair value of $6,000,000 (the “Target LTI Award”). The actual LTI Award earned, if any, in respect of a given Bonus Year will be based on Tyson’s achievement of performance objectives and conditions established and determined by the CLDC, with such performance objectives and conditions being applied in a manner no less favorable than those extended to any other senior or comparable executive employee of Tyson (the “LTI Criteria”). The LTI Award granted in respect of Tyson’s 2026 fiscal year shall encompass and be earned over an anticipated three (3) year cycle. Subject to the foregoing and Sections 3 and 4 of this Agreement, vesting and payout of each LTI Award shall occur as determined by the CLDC in conformity with the terms of the Tyson Foods, Inc. 2000 Stock Incentive Plan, as amended from time to time, or other governing Tyson stock incentive plan as then in effect (the “Stock Incentive Plan”), and the applicable award agreement(s) issued thereunder. Your Target LTI Award shall not serve as a limit as to the amount of the actual LTI Award you may earn, receive, and/or be paid for any applicable Bonus Year; it being agreed that such actual LTI Award may be lower than, equal to, or exceed your Target LTI Award, consistent with the terms of the Stock Incentive Plan and the applicable LTI Criteria.
e. Unless otherwise determined by the CLDC to be applicable to all other senior or comparable executive employees of Tyson under the Stock Incentive Plan, one-half (1/2) of each LTI Award shall be granted in the form of performance share units (“PSUs”) and one-half (1/2) shall be granted in the form of restricted share units (“RSUs”). The amount of all PSUs earned and payable to you in accordance with the applicable agreement governing such grant shall be so payable in a cash lump sum with a value equal to the fair market value of the shares otherwise deliverable in respect of the vested PSUs on the settlement date set forth in the applicable agreement governing such grant. Fifty percent (50%) of the amount of the RSUs earned and payable to you in accordance with the applicable agreement governing such grant shall be so payable in a cash lump sum (the “Cashed RSUs”) with a value equal to the fair market value of the shares otherwise deliverable in respect of the vested RSUs on the settlement date set forth in the applicable agreement governing such grant, and the remaining fifty percent (50%) of any RSUs earned and payable to you in accordance with the applicable agreement governing such grant shall be settled in shares of Class A common stock of Tyson; provided that in the event the ratio of RSUs granted you is more than fifty percent (50%) of any particular and total LTI Award, then at your option, you may increase the amount of Cashed RSUs earned and paid to you hereunder such that you receive combined cash payments for all PSUs and RSUs being settled under such LTI Award equal to 75% of the total amount of such LTI Award with the balance of the RSUs being settled with Class A common stock of Tyson being correspondingly reduced.
4
Exhibit 10.4
f. One-Time Incentive Award. In addition to the compensation described in Sections 2(b), 2(c) and 2(d) hereinabove, you shall be entitled to a one-time, lump sum cash payment of $40,000,000 (the “One-Time Incentive Award”), payable as soon as reasonably practicable following the Execution Date hereof, but in no event later than the earlier of thirty (30) days following the Execution Date or July 15, 2026. The One-Time Incentive Award is expressly consideration for the following:
i. Your agreement to be bound by the non-competition covenants contained in Section 6 of this Agreement for the restricted period set forth therein;
ii. Your execution of this Agreement and your continued (without voluntary resignation by you or termination for Cause by Tyson) tenure with Tyson through September 30, 2029, which amount recognizes your market opportunities, your unique skill set and the expertise that you provide to Tyson, and your individual accomplishments and capacity to achieve extraordinary results on behalf of Tyson through your leadership; and
iii. Retroactive Base Salary and other compensation (other than AIP Bonuses and LTI Awards for the Tyson fiscal years ending October 3, 2026 and thereafter) for the period from the Effective Date through the Execution Date.
Solely in the event you (i) voluntarily resign your employment with Tyson without Good Reason or (ii) are terminated for Cause by Tyson hereunder on or prior to September 30, 2029 (a “Triggering Resignation or Termination”), then you will refund to Tyson a portion of the One-Time Incentive Award, which portion shall be calculated by multiplying (i) one-half (1/2) of the total amount of the One-Time Incentive Award (i.e., $20,000,000) by (ii) a fraction, the numerator of which is the number of days between the Termination Date of your Triggering Resignation or Termination and September 29, 2029, and the denominator of which is 1,460. For purposes of clarification, (a) one-half (1/2) of the total amount of One-Time Incentive Award (i.e., $20,000,000) shall be and is fully earned by you upon your execution of this Agreement and shall not be subject to your obligation to refund all or any portion thereof to Tyson under this Paragraph and (b) the provisions of this Paragraph shall not apply and you shall not be obligated to refund any portion of the One-Time Incentive Award to Tyson hereunder in the event your employment with Tyson is terminated other than for Cause, whether such termination is initiated by you with Good Reason or Tyson other than for Cause and whether for or as a result of any reason, event or circumstance whatsoever, other than a Triggering Resignation or Termination; it being more specifically agreed that the provisions of this Paragraph shall not apply in the event of any one or more of (V) your voluntary resignation without Good Reason on or after October 1, 2029, (W) your voluntary resignation for Good Reason at any time (whether before, on or after September 30, 2029), (X) any notice being given by either you or Tyson to the other of an Expiry Termination (whensoever such notice is given) and the occurrence thereafter of such Expiry Termination, (Y) Tyson’s termination of your employment other than for Cause, or (Z) your death or your Disability. Tyson will make any determinations for clawback or recovery in its sole discretion and in accordance with applicable law or regulation and you shall refund that applicable amount required hereunder within ninety (90) days following the later of the Termination Date of your Triggering Resignation or Termination or the date Tyson makes written demand for such refund payment required hereunder.
5
Exhibit 10.4
g. Benefit Plans, Vacation and Reimbursement Programs. You shall be entitled to participate in any benefit plans, including without limitation any employee pension and welfare benefit programs, of Tyson as adopted or amended from time to time on terms and in amounts commensurate with those provided to other comparable or senior executive employees of Tyson. You shall be entitled to continued payment of your current, annual benefits under the terms of the Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan (“SERP”) in the amount of $175,195.70 before required tax withholdings. You will further be entitled to annual paid vacation and leave time in accordance with Tyson’s applicable vacation and leave time policies as in effect from time to time. Tyson will pay or reimburse you for all reasonable expenses actually incurred or paid by you in the performance of your services to Tyson, subject to and in accordance with applicable expense reimbursement and related policies and procedures as in effect from time to time.
h. Review. Your Base Salary, performance incentive compensation (including the AIP Bonus), stock grant levels (including with respect to the LTI Award), and plan participation will be subject to review annually (or from time to time at Tyson’s discretion more frequently), when compensation of other comparable executive officers of Tyson is reviewed for consideration of adjustments thereof.
i. Perquisites. During the Period of Employment, Tyson shall pay to or reimburse you for or otherwise provide you with the following perquisites:
i. Tyson shall make available to you the use of Tyson-owned assets, including entertainment assets, and the use of Tyson aircraft for an unlimited number of hours for flights on which you are a passenger (whether alone or with others) and up to 300 hours annually on flights on which you are not a passenger but which occur at your discretion for and with other passengers, all in a manner consistent with Tyson’s then-existing policies, including the Global Executive Protection Procedure, the Aviation Policy, and the Executive Aviation Use Procedure; provided that your personal use of Tyson-owned assets shall not interfere with Tyson’s business use of such assets. If less than all of such 300 aircraft hours are used in a given year, those unused hours will carry over and may be used in future years during the Period of Employment. As part of any such personal use of Tyson aircraft, you may designate such number of additional passengers on such aircraft as seating permits, and you need not be one of the passengers;
ii. Tyson shall arrange for secure access to Tyson’s computer system from your home office as necessary for you to perform your duties from time to time, and pay all reasonable expenses associated therewith;
iii. Tyson shall provide you with reasonable access to and use of its security personnel consistent with past practice and with any and all applicable Tyson security policies as in effect from time to time. If, in addition to the security services required by any applicable Tyson security policy, you request additional security services when reasonably warranted for personal activity, including, without limit, travel (and more particularly, international travel), Tyson shall arrange for or reimburse you for such reasonable and mutually agreed upon services based on your position and profile, up to $150,000 annually;
iv. Tyson shall reimburse you for the annual premium payment on that certain existing $7,500,000 life insurance policy on your life consistent with past practice. If during the Period of Employment you choose to replace the existing policy with a different life insurance policy, Tyson’s obligation to reimburse you for the annual premium will not exceed the amount paid to you for the last year under the existing policy. Tyson has no interest in any such policy nor the proceeds payable under any such policy;
6
Exhibit 10.4
v. Tyson will reimburse you for all legal fees and associated costs (including performance of compensation research, consultation and analysis experts) actually incurred by you in connection with the negotiation of this Agreement, up to a maximum amount of $125,000, upon your providing Tyson with reasonable evidence of the amounts so incurred by you; and
vi. Tyson will reimburse you (and gross-up such reimbursements to cover) any and all income tax liability (including interest and penalties) imposed upon you in connection with the availability or receipt of the services, perquisites and benefits set forth in this Section 2(i) and for and after taking into account any reimbursements received by you under this Section 2(i)(vi) all in an amount sufficient so that such services, perquisites, benefits and reimbursements will be received and provided to you without reduction for taxes (i.e., on an after tax basis).
3. Termination. Upon any termination of your employment for any reason, you shall immediately resign, be deemed to resign, or be removed, as applicable, from all positions of employment with Tyson. If you remain a duly elected member of the Board, you shall retain that position until such time as you are properly removed or not re-elected or otherwise at your sole election resign from such position. The date upon which your employment terminates and the Period of Employment ends will be your “Termination Date” for all purposes of this Agreement. Your employment may be terminated under this Agreement in the following events:
a. Death. Your employment hereunder will terminate upon your death.
b. Disability. Your employment hereunder will terminate upon your “Disability”. For purposes of this Agreement, Disability has the same meaning as provided in the long-term disability plan or policy maintained or, if applicable, most recently maintained, by Tyson for its other comparable or senior executive officers. If no long-term disability plan or policy was ever maintained on behalf of you or, if the determination of Disability relates to an incentive stock option, Disability means that condition described in Section 22(e)(3) of the Internal Revenue Code (the “Code”), as amended from time to time. Notwithstanding the foregoing, if you or your guardian or your other legal representatives or your health care proxy(ies) or agent(s) assert that you have suffered and continue to suffer a physical, medical, mental, psychological, or other condition which (i) is determined and/or verified to exist by written letter or other diagnosis issued by your primary or any other attending physician, psychiatrist or psychologist, (ii) is anticipated or expected to last perpetually or for a duration which is unknown, undeterminable or otherwise reasonably expected to exceed twelve (12) months, (iii) either reasonably prevents or materially inhibits your continued performance of your employment duties for Tyson or would be exacerbated or pose further risk to your physical and/or mental condition by reason of any such continued performance (a “Disabling Condition”), then the Board shall give due and good faith consideration to the existence and effect upon you of such condition with all parties undertaking to agree in good faith that such Disabling Condition constitutes a “Disability” permitting a termination of your employment for all purposes of this Agreement. In the event of a dispute, the determination of a Disabling Condition and Disability will be made by the Committee (as defined in the Stock Incentive Plan) which determination will be supported by advice of an independent physician who is (X) mutually agreed by the parties, (Y) permitted the opportunity to review the full circumstances, and (Z) licensed and competent in the area to which such Disabling Condition and Disability relates.
7
Exhibit 10.4
c. Termination by You for Good Reason. Upon the occurrence of a “Good Reason” event, you may terminate your employment pursuant to this Agreement by providing a notice of termination for Good Reason to Tyson within no more than sixty (60) days of the occurrence of such Good Reason event (or if later, within sixty (60) days of your becoming aware of the occurrence of such Good reason event) and providing Tyson thirty (30) days following its receipt of such notice to cure the Good Reason event; provided that you shall not be required to provide Tyson with ability to cure either its second or any subsequent commission of any Good Reason event which is similar to its prior commission of a Good Reason event within the prior twelve (12) months or its third or subsequent commission of any Good Reason event, whether or not similar to its prior commission of any other Good Reason event, within any period of twelve (12) consecutive months but rather, you may terminate your employment with Tyson and this Agreement upon providing Tyson with thirty (30) days’ written notice of such termination for any such repetitive Good Reason event hereunder, which notice period may be waived by Tyson. If Tyson is entitled to cure and cures the Good Reason event within such thirty (30) day period, if applicable, you may not terminate your employment for Good Reason, but you may voluntarily resign pursuant to Section 3(d) below. If Tyson is entitled to cure and fails to cure the Good Reason event within such thirty (30) day period, if applicable, your termination of employment will be effective under this Section 3(c) as of the date of the expiration of such thirty (30) day cure period; provided if Tyson is not entitled to receive such thirty (30) day cure period, your termination of employment will be effective under this Section 3(c) as of the date that is thirty (30) days from the date you provide Tyson with written notice of the occurrence of such Good Reason or such later date, if any, agreed between you and Tyson. For purposes of the Agreement, you will be treated as having terminated for “Good Reason” if you terminate employment after the occurrence of any one or more of the following: (i) your having been removed either from the position of Executive Chairman of the Board or your position as an executive officer of Tyson; (ii) your being required to report to anyone other than the entire Board; (iii) a reduction in your Base Salary, (iv) a reduction in your annual eligibility for a Target AIP Bonus under the Governing AIP Plan or your annual eligibility for a Target LTI Award under the Stock Incentive Plan, (v) a reduction in your eligibility under any other bonus or compensation plan (unless such reduction in eligibility for such other bonus or compensation plan is attributable to a change in the underlying plan benefits, which change applies uniformly and prospectively to all other comparable or senior executive officers of Tyson), resulting in a material diminution in the amount for which you are eligible under such other bonus or compensation plan; (vi) a material change in the geographic location at which you must perform your primary duties from Springdale, Arkansas; (vii) a material diminution in your duties, authority or responsibilities as described under this Agreement or an assignment to you of duties, authority or responsibilities inconsistent with the role of Executive Chairman at similarly situated companies without your prior written consent; or (viii) a material breach by Tyson of the material terms of this Agreement.
d. Voluntary Termination by You without Good Reason. You may terminate your employment pursuant to this Agreement at any time by not less than thirty (30) days prior written notice to Tyson, which notice period may be waived by Tyson. Upon receipt of such notice, Tyson shall have the right, at its sole discretion, to accelerate your Termination Date at any time during said notice period. Your right and ability to terminate this Agreement and your employment with Tyson hereunder shall be in addition to, and not in lieu of or with prejudice against your ability to provide Tyson with your Non-Renewal Notice under Section 1(c)(i) of this Agreement and cause an Expiry Termination hereunder.
e. Termination for Cause by Tyson. Tyson may, acting through the Board, terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events:
8
Exhibit 10.4
i. any willful and wrongful conduct or omission by you that can reasonably be demonstrated to materially injure Tyson;
ii. any act by you of either (A) intentional and knowing misrepresentation or (B) embezzlement, misappropriation or conversion of assets of Tyson;
iii. you are (A) convicted of a felony, (B) confess to having committed a felony, (C) plead no contest to an accused felony charge resulting in a court ruling, sanction, or sentence consistent with your having committed such alleged felony, or (D) become the subject of criminal proceedings that provide a reasonable and verifiable basis for Tyson to objectively conclude in good faith that you have been engaged in a felony; or
iv. your intentional or willful violation of any restrictive covenant provided for under Section 6 of this Agreement.
For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of Tyson and shall be considered “wrongful” only if done or omitted to be done in violation of an applicable law, rule, regulation or other governmental order or mandate. In no event shall Tyson’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of Tyson’s right to terminate you for Cause as a result thereof. A termination of your employment by reason of Cause described under any of subsections (i), (ii), (iii)(D) or (iv) above shall not be deemed to be for Cause unless each of the following conditions is satisfied: (X) Written notice is provided to you not less than thirty (30) days prior to the Termination Date setting forth Tyson’s intention to terminate you for Cause, including a statement of the intended Termination Date and a detailed description of the specific facts that Tyson believes to constitute Cause; (Y) You are offered an opportunity to both respond and provide reasonable explanation to such statement by appearing in person, together with legal counsel, before the Board and take action(s) to cure, on a prospective basis and to the reasonable satisfaction of the Board, the underlying Cause specified in such statement in each case prior to the Termination Date; and (Z) By the affirmative vote of a majority of all the independent members of the Board, the Board determines that the specified actions constituted Cause and your employment should accordingly be terminated for Cause.
By determination of the Board, Tyson may suspend you from your duties with full pay and benefits hereunder during the period of time in which the Board is making a determination as to whether to terminate you for Cause.
f. Termination by Tyson without Cause. Tyson, acting through its Board, may terminate your employment hereunder without Cause at any time upon providing you with not less than thirty (30) days advance written notice of such termination hereunder, provided, however that Tyson reserves the right to immediately suspend your employment, with pay, at any point during such 30-day notice period. Upon receipt of such notice, you shall have the right, at your sole discretion, to accelerate your Termination Date to any earlier date within said 30-day notice period; provided that your acceleration of any such Termination Date shall not convert or re-classify or cause the resulting termination of your employment to be other than a termination of your employment by Tyson without Cause under and/or for all purposes of this Agreement or otherwise. In addition, Tyson’s right and ability to terminate this Agreement and your employment with Tyson hereunder shall be in addition to, and not in lieu of or with prejudice against Tyson’s ability to provide you with its Non-Renewal Notice under Section 1(c)(i) of this Agreement and cause an Expiry Termination hereunder.
9
Exhibit 10.4
g. Expiry Termination. Either you or Tyson, acting through its Board, may terminate this Agreement and your employment with Tyson hereunder upon providing the other with a Non-Renewal Notice under Section 1(c)(i) of this Agreement so as to cause an Expiry Termination to occur and the end of the then current Initial Term or Extension Term, as applicable hereunder.
4. Compensation Following Termination of Employment. In the event that your employment hereunder is terminated for a reason set forth in Section 3 above, the compensation and benefits described in Section 2 above shall cease as of the applicable Termination Date, and Tyson shall have no further obligations under this Agreement except as provided in this Section 4.
a. Termination by Tyson for Cause or by Your Voluntary Resignation Without Good Reason. In the event that your employment is terminated by Tyson for Cause or by your voluntary resignation without Good Reason (but exclusive of an Expiry Termination), Tyson shall pay the following amounts to you:
i. Any accrued but unpaid Base Salary for services rendered prior to the Termination Date, any accrued but unpaid expenses required to be reimbursed under this Agreement, and any vacation accrued to the Termination Date (collectively “Accrued Payments”);
ii. Other than upon a termination of your employment by Tyson for Cause, both (a) any earned but unpaid AIP Bonus(es) and vested and earned but unpaid LTI Award(s) for or attributable to any previously completed Bonus Year(s) but for which payments thereof remain owed and/or outstanding as of the applicable Termination Date (collectively the “Earned and Unpaid Payments”) and (b) a pro-rated portion (based on the number of days you remained employed), of your earned AIP Bonus and your vested and earned LTI Award for or attributable to the year in which your applicable Termination Date occurs (collectively the “Pro-Rated Incentive Amounts” and together with the Earned and Unpaid Payments collectively (“Accrued Incentive Amounts”); and
iii. Any benefits accrued through the Termination Date to which you may be entitled pursuant to the plans, policies and arrangements, as determined and paid in accordance with the terms of such plans, policies and arrangements (collectively “Plan Benefits” and together with the Accrued Payments and, if applicable, the Accrued Incentive Amounts, collectively the “Accrued Compensation”).
b. Termination Due to Death or Disability. In the event that your employment is terminated by reason of your death or Disability, Tyson shall pay you, your estate or your legal representative, as applicable, and shall provide you and your beneficiaries, as applicable, the following amounts and benefits:
i. All of (a) the Accrued Payments, (b) the Earned and Unpaid Payments, (c) the Plan Benefits, (d) the entire AIP Bonus (if and as achieved) for or attributable to the Bonus Year in which your death or Disability occurs (as if your employment had continued through the entirety of such Bonus Year in which your death and Disability occurs), and (e) your vested and earned LTI Award(s) for or attributable to (and giving effect to all cycles and vesting occurring through and including) all preceding Bonus Years and the entire Bonus Year in which your Death or Disability occurs (all as if your employment had continued through the entirety of such Bonus Year in which your death or Disability occurs);
10
Exhibit 10.4
ii. Tyson shall provide you and each of your spouse and eligible dependents, if any, with health care coverage (“Post Termination Health Care Coverage”). Tyson may choose to provide the Post Termination Health Care Coverage through either of the following programs: (A) healthcare, hospitalization, medical, long term care, vision, dental, and other similar insurance coverage or benefits under the Tyson Healthcare Continuation Plan or any successor or additional plan maintained by Tyson and at such coverage levels and upon such terms and conditions as shall otherwise be made available to any of the most senior executive officers of Tyson (including, without limitation, the provision of such coverage at a monthly cost to you, your spouse, and your eligible dependents, as applicable, that is equal to the monthly premium cost paid by other similarly situated participants); or (B) a Medicare supplemental policy (including, without limitation, a pharmaceutical supplement) at no cost to you, your spouse and other eligible dependents, as applicable. In addition, you and your spouse will continue to participate in Tyson’s Executive Rewards Allowance program. The Post Termination Health Care Coverage will provide you, your spouse, and your eligible dependents with coverage that is substantially similar to the healthcare, hospitalization, medical, long-term care, vision, dental and other similar insurance coverage/benefits which you and your spouse received or were eligible to receive under this Agreement. This coverage will be provided until such time as you and your spouse are deceased and in the case of your eligible dependents, until their eligibility has ceased; and
iii. Upon written notice given to Tyson by you and your legal representative, as applicable, Tyson shall terminate and redeem all outstanding vested and unexercised options to purchase any Tyson stock held by you in exchange for a lump sum payment equal to the aggregate difference between (Y) the fair market value of the stock represented by such options as determined as of the close of Tyson’s business on the date of the occurrence of the event giving rise to the application hereof less (Z) the strike price for such stock under the applicable options (the “Option Cash Out”), less any required tax withholdings.
c. Termination by Tyson Without Cause, Termination by You for Good Reason, or Expiry Termination. In the event that your employment is terminated by Tyson without Cause, terminated by you for Good Reason, or terminated by reason of an Expiry Termination (whether such Expiry Termination results from your providing Tyson or Tyson providing you with a Non-Renewal Notice under Section 1(c)(i) of this Agreement), Tyson shall pay the following amounts to you:
i. The Accrued Compensation;
ii. Post Termination Health Care Coverage; and
iii. Subject to your execution and non-revocation of the Release, Tyson will provide or pay the following:
1. An amount (in cash) equal to the greater of:
a. the sum of (X) 24 months of your then-current annual Base Salary, plus (Y) two (2) times your then-current Target AIP Bonus, and plus (Z) two (2) times your then-current Target LTI Award, or
b. the sum of (Y) your then-current Base Salary for the remainder of the Initial Term or Extension Term (as applicable, the “Unexpired Term”) and (Z) both your unearned or ungranted (as applicable) Target AIP Bonus and Target LTI Award for each Bonus Year that will conclude within the Unexpired Term;
11
Exhibit 10.4
c. which greater amount will be paid in a lump sum within sixty (60) days after such termination.
2. You will become fully vested in any of your unvested long-term incentive awards other than those granted in the Bonus Year during which your Termination Date occurs, including without limit any LTI Award(s), granted to you prior to or following the Effective Date that remain outstanding and/or unpaid on the Termination Date, notwithstanding any contrary vesting provisions or similar conditions of the respective and governing award agreement(s) or the Stock Incentive Plan, with (Y) any RSUs granted under any such outstanding LTI Award vesting immediately upon the Termination Date and being paid to you in full and in cash (if granted following the Effective Date) or in cash and shares of Class A common stock of Tyson, as applicable and required in accordance with the Stock Incentive Plan (if granted prior to the Effective Date) as soon as administratively practicable (but in no event later than sixty (60) days) following the Termination Date, and (Z) any PSUs granted under any such outstanding LTI Award vesting based on actual performance of Tyson for the applicable performance period covered thereby and being paid to you in full and in cash as soon as administratively practicable (but in no event later than sixty (60) days) following the date upon which the performance of such PSUs has been measured.
3. You will become fully vested in any of your unvested and outstanding stock options granted prior to the Termination Date, notwithstanding any contrary vesting provisions of the respective stock option award agreement(s), and then be eligible to receive the Option Cash Out for all vested (including by reason of acceleration hereunder) and unexercised stock options held by you on the (and upon giving effect to the acceleration hereunder) Termination Date.
d. Release. For purposes of this Agreement, “Release” means that specific document which Tyson shall present to you for consideration and execution after your termination of employment, under which you and Tyson mutually agree to irrevocably and unconditionally release and forever discharge one another (including your and Tyson’s respective subsidiaries, affiliates, heirs, successors, assigns, representatives and related parties) from any and all claims and causes of action pertaining to your employment relationship with Tyson or the termination thereof which either you or Tyson at the time of the execution of such Release had or may have had against the other (excluding any claim you may have for indemnity under this Agreement, or any by-laws or other governing document of Tyson or any liability insurance policy maintained by Tyson, any claim you may have under state workers’ compensation or unemployment laws or any claim, right, entitlement, benefit or payment which either you or Tyson is obligated to provide or entitled to receive under the terms of this Agreement). The Release will be provided to you as soon as practical but in no event later than thirty (30) days after your Termination Date, but in any event in sufficient time so that you will have adequate time to review the Release as provided by applicable law. The Release must be signed within forty-five (45) days of its presentation to you and in all events within sixty (60) days after your Termination Date. The Release shall not become effective until seven (7) days after it is executed. Tyson maintains a form of Release, which it may change from time to time as it deems appropriate. The latest version of the Release as then customarily used by Tyson at any time during the Period of Employment shall be available for your review upon request. Subject to Section 8 below or any other express and contrary provisions of this Agreement, any payments subject to a Release shall be made not later than three (3) business days after the date the Release becomes effective.
12
Exhibit 10.4
5. Acceleration of Stock Grants on Change in Control. Upon the occurrence of a Change in Control (defined below) the stock awards that have been granted to you pursuant to award agreements from Tyson under Section 2, or which have otherwise been previously granted to you under an award agreement from Tyson, and which awards remain outstanding at the time of the Change in Control, will be treated in accordance with the applicable award agreements. For purposes of this Agreement, the term “Change in Control” shall have the same meaning as set forth in the Stock Incentive Plan; provided, however, that a Change in Control shall not include any event as a result of which one or more of the following persons or entities possess or continues to possess, immediately after such event, over fifty percent (50%) of the combined voting power of Tyson, or if applicable, a successor entity: (a) Tyson Limited Partnership, or any successor entity; (b) individuals related to the late Donald John Tyson by blood, marriage or adoption, or the estate of any such individual (including Donald John Tyson’s); or (c) any entity (including, but not limited to, a partnership, corporation, trust or limited liability company) in which one or more of the entities, individuals or estates described in clauses (a) and (b) hereof possess over fifty percent (50%) of the combined voting power or beneficial interests of such entity. Notwithstanding the foregoing, this Section 5 shall not affect the time or form of payment under an applicable award agreement, and all awards shall be paid at the time, and in the form, provided under the terms of such award agreement. The Committee (as defined in the Stock Incentive Plan) shall have the sole discretion to interpret the foregoing provisions of this paragraph. Notwithstanding the foregoing, the provisions of this Section 5 shall not be in denigration to or otherwise limit or prejudice your rights under this Agreement with respect to any termination of this Agreement and/or your employment with Tyson occurring prior to, on, after or otherwise in connection with any Change in Control.
6. Restrictive Covenants and Other Restrictions. Tyson operates in a highly sensitive and competitive commercial environment. As part of your employment with Tyson, you have had and will be exposed to highly confidential and sensitive information regarding the business operations of Tyson, including corporate strategy, pricing and other market information, know-how, trade secrets, and valuable customer, supplier, lessor, regulatory and employee relationships. It is critical that Tyson take all necessary steps to safeguard its legitimate protectable interests in such information and to prevent any of its competitors or any other persons from obtaining any such information. Therefore, as consideration for Tyson’s agreement to enter into this Agreement, including providing the One-Time Incentive Award set forth herein, you agree to be bound by the following restrictive covenants:
13
Exhibit 10.4
a. Confidential Information. You acknowledge that during the course of your employment with Tyson, you will be provided, learn, develop and have access to Tyson’s trade secrets, confidential information and proprietary materials which may include, but are not limited to, the following: strategies, methods, books, records, and documents; technical information concerning products, formulas, production, distribution, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, suppliers, vendors, investors, and other business affiliates (such as contact name, service provided, pricing, type and amount of services used, credit and financial data, and/or other information relating to Tyson’s relationship with that business affiliate); pricing strategies and price curves; positions, plans, and strategies for expansion or acquisitions; budgets; customer lists; research; weather data; financial analysis, returns and reports and sales data; trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating Tyson; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; personnel information, including salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other information, whether tangible or intangible, in any form or medium provided (collectively, “Confidential Information”) which is not generally available to the public and which has been developed, will be developed or acquired by Tyson at considerable effort and expense. Without limiting the foregoing, you acknowledge and agree that you will learn, be provided, develop and have access to certain techniques, methods or applications implemented or developed by Tyson which are not generally known to the public or within the community in which Tyson competes, and any and all such information shall be treated as Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which is or becomes either (i) publicly available other than as a result of your violation of this Agreement or (ii) available to you on a non-confidential basis from a source, other than Tyson, which source is not reasonably known to you to owe a duty of confidentiality to Tyson or (iii) independently developed by you outside of the scope and performance of your employment duties and without incorporation of any other Confidential Information.
14
Exhibit 10.4
During the Period of Employment or at any time thereafter, unless otherwise specifically authorized in writing by Tyson, you hereby covenant and agree: (A) to hold Confidential Information in the strictest confidence; (B) not to, directly or indirectly, disclose, divulge or reveal any Confidential Information to any person or entity other than as authorized by Tyson; (C) to use such Confidential Information only within the scope of your employment with Tyson for the benefit of Tyson; and (D) to take such protective measures as may be reasonably necessary to preserve the secrecy and interest of Tyson in the Confidential Information. You agree to immediately notify Tyson of any unauthorized disclosure or use of any Confidential Information of which you become aware. The confidentiality obligations herein shall not prohibit you from revealing either evidence of criminal wrongdoing to legitimate law enforcement officials or Confidential Information by order of court or agency of competent jurisdiction or as otherwise required by law, rule, regulation, public reporting requirements or other governmental investigation or mandate, including the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation (including the right to retain any monetary award in respect of such reporting); however, to the extent legally permissible you shall promptly inform Tyson of any such situations and shall take reasonable steps to prevent disclosure of Confidential Information until Tyson has been informed of such required disclosure and has had a reasonable opportunity first to seek a protective order. You may also (1) disclose Confidential Information to your personal attorneys and accountants, but only as necessary to their provision of professional services to you and (2) disclose or use the Confidential Information to the extent reasonably necessary for you to prosecute or enforce your rights or defend yourself against any claim or allegation related to or dependent upon the Confidential Information so used or disclosed by you. Pursuant to 18 U.S.C. § 1833(b), you will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of Tyson that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to your attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by Tyson for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you file any document containing the trade secret under seal and do not disclose the trade secret except under court order.
b. Creative Works. “Creative Works” include, but are not limited to, all original works of authorship, inventions, discoveries, designs, computer hardware and software, algorithms, programming, scripts, applets, databases, database structures, or other proprietary information, business ideas, and related improvements and devices, which are conceived, developed, or made by you, either alone or with others, in whole or in part, on or off Tyson’s premises, (i) during your employment with Tyson, (ii) with the use of the time, materials, or facilities of Tyson, (iii) relating to any product, service, or activity of Tyson of which you have knowledge, and (iv) suggested by or resulting from any work performed by you for Tyson. Creative Works do not include inventions or other works developed by you entirely on your own time without using Tyson’s equipment, supplies, facilities, or trade secret information except for those inventions or works developed during your employment with Tyson that either: (A) relate at the time of conception or reduction to practice of the invention to Tyson’s business, or actual or demonstrably anticipated research or development of Tyson; or (B) result from any work performed by you for Tyson. If you are or become a resident of any state during your employment that has enacted laws relating to ownership of works created without use of or reference to Tyson materials, facilities, and/or intellectual property and do not relate to Tyson’s business, this Section shall be limited solely to the extent provided by the applicable laws of such states.
15
Exhibit 10.4
To the extent any rights in the Creative Works are not already owned by Tyson, you irrevocably assign and transfer to Tyson all proprietary rights, including, but not limited to, all patent, copyright, trade secret, trademark, and publicity rights, in the Creative Works and agree that Tyson will be the sole and exclusive owner of all right, title, and interest in the Creative Works. Tyson will have the right to use all Creative Works, whether original or derivative, in any manner whatsoever and in any medium now known or later developed. You agree not, at any time, to assert any claim, ownership, or other interest in any of the Creative Works or Confidential Information; provided, that you make no representation or warranty to Tyson regarding such Creative Works or Confidential Information or Tyson’s use or exploitation thereof.
Both during and after your employment, you agree to execute any documents necessary to effectuate the assignment to Tyson of the Creative Works, and will execute all papers and perform any other lawful acts reasonably requested by Tyson for the preparation, prosecution, procurement, and maintenance of any trademark, copyright, and/or patent rights in and for the Creative Works. You further agree that you will not be entitled to any compensation in addition to the salary paid to you during the development of the Creative Works. In the event Tyson is unable for any reason to secure your signature to any document Tyson reasonably requests you to execute under this Section 6, you hereby irrevocably designate and appoint Tyson and its authorized officers and agents as your agents and attorneys-in-fact to act for and in your behalf and instead of you to execute such document with the same legal force and effect as if executed by you.
c. No Restrictions on Employment. You are continuing to be employed by Tyson with the understanding that (i) you are free to enter into employment or continued employment with Tyson, (ii) your employment with Tyson will not violate any agreement you may have with a third party (e.g., existing employment, non-compete, intellectual property ownership, and/or non-disclosure agreements), and (iii) only Tyson is entitled to the benefit of your work performed for or on behalf of Tyson hereunder. If you have any agreements with a prior employer, you are required to provide such agreements to Tyson prior to executing this Agreement. Tyson has no interest in using any other person’s patents, copyrights, trade secrets, or trademarks in an unlawful manner. You should be careful not to disclose to Tyson any intellectual property or confidential information of your prior employers or anyone else or misapply proprietary rights that Tyson has no right to use.
16
Exhibit 10.4
d. Removal and Return of Tyson Property. All written materials, records, data, and other documents prepared or possessed by you during and in the course of your employment with Tyson are Tyson’s property. All memoranda, notes, records, files, correspondence, drawings, manuals, models, specifications, computer programs, maps, and all other documents, data, or materials of any type embodying such information, ideas, concepts, improvements, discoveries, and inventions are Tyson’s property. You agree not to remove any property of Tyson, including, but not limited to, any Confidential Information or Creative Works, from Tyson’s premises, except as authorized under Tyson’s policies or with the prior written approval of Tyson’s General Counsel or Chief Human Resources Officer. Unless specifically authorized by Tyson in writing, you may not place Tyson Confidential Information or Creative Works on Removable Media, as defined below. On Tyson’s request, or the termination of your employment for any reason, you will immediately return to Tyson all Tyson property, including all Confidential Information and Creative Works and any and all documents and materials that contain, refer to, or relate in any way to any Confidential Information, as well as any other property of Tyson in your possession or control, including all electronic and telephonic equipment, credit cards, security badges, and passwords. You will permit Tyson to inspect any property provided by Tyson to you or developed by you as a result of or in connection with your employment with Tyson when you accept other employment or otherwise separate from your employment, regardless of where the property is located. For purposes of this Section, “Removable Media” means portable or removable hard disks, floppy disks, USB memory drives, zip disks, optical disks, CDs, DVDs, digital film, memory cards (e.g., Secure Digital (SD), Memory Sticks (MS), CompactFlash (CF), SmartMedia (SM), MultiMediaCard (MMC), and xD-Picture Card (xD)), magnetic tape, and all other removable data storage media.
e. Non-Competition. You acknowledge that Tyson performs services throughout the United States and that your duties and services impact Tyson’s performance of services throughout the United States. Accordingly, you acknowledge the need for certain restrictions contained in this Agreement to be without limitation as to location or geography within the United States. You agree that during your continuing employment with Tyson and until the later of (i) the 24-month anniversary of your Termination Date and (ii) September 30, 2031 (the “Restricted Period”), you will not directly or indirectly, on behalf of yourself or in conjunction with any other person, company or entity, own (other than less than 5% ownership in a publicly traded company), manage, operate, or participate in the ownership, management, operation, or control of, or be employed by or a consultant to any person, company or entity (i) which is in competition with Tyson, (ii) with which entity you would hold a position with responsibilities similar to any position you held with Tyson during the 24 months preceding your Termination Date or (iii) to which entity you would utilize or disclose confidential methodologies, techniques, customer lists or information of Tyson. You agree that during the Restricted Period you will not directly or indirectly, on behalf of you or any other person, company or entity, participate in the planning, research or development of any strategies or methodologies, similar to strategies or methodologies, utilized or developed by Tyson, excluding general industry knowledge, for which you had access to, utilized or developed during the 24 months preceding your Termination Date. You agree that nothing in this Section shall limit your confidentiality obligations in this Agreement. Further, you understand and agree that during the Restricted Period, while you may gather information and otherwise undertake to investigate other employment opportunities, you shall not compete, solicit or take on activities which are in violation of this Agreement.
17
Exhibit 10.4
f. Non-Solicitation. You agree that during your employment with Tyson and for a period of 24 months thereafter, you will not, nor will you assist any third party to, directly or indirectly (i) raid, hire, solicit, encourage or attempt to persuade any employee or independent contractor of Tyson, or any person who was an employee or independent contractor of Tyson during the six (6) months preceding the Termination Date, who possesses or had access to Confidential Information of Tyson, to leave the employ of or terminate a relationship with Tyson; (ii) interfere with the performance by any such persons of their duties for Tyson; (iii) communicate with any such persons for the purposes described in the paragraph above; or (iv) solicit, encourage or attempt to persuade any customer or vendor of Tyson during the six (6) months preceding your Termination Date to terminate or modify its relationship with Tyson.
g. Non-Disparagement. Each of you and Tyson agrees to not, at any time, engage in, or permit your or its directors, officers, employees, agents or representatives to engage in, any form of conduct, or make any statement or representation, either oral or written, that disparages, impugns or otherwise impairs the reputation, goodwill or interests of the other, or in the case of Tyson, any of its officers, directors, shareholders, managing members, representatives, and/or employees or agents in either the individual or representative capacities of any of the foregoing individuals (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments). In addition, neither you nor Tyson shall direct, arrange or encourage any other third party or person to make any such derogatory or disparaging statement on your or its respective behalf. Nothing in this Section, however, shall prevent you or Tyson or its directors, officers, employees, agents or representatives from providing truthful testimony or information in any proceeding or in response to any request from any governmental agency, or judicial, arbitral or self-regulatory forum.
h. Effect of Breach. You acknowledge and agree that, in the event of any breach by you of the terms and conditions of this Agreement, pursuant to the terms of certain benefit plans and programs, your accrued benefits thereunder may be discontinued or forfeited, in addition to any other rights and remedies Tyson may have at law or in equity. You acknowledge that irreparable damage would result to Tyson if the provisions of Section 6 of this Agreement are not specifically enforced, and that, in addition to any other legal or equitable relief available, and notwithstanding any alternative dispute resolution provisions that have been or may be agreed to between Tyson and you, Tyson shall be entitled to seek injunctive relief in the event of any failure to comply with the provisions of Section 6 of this Agreement.
i. Clawback Policies. In addition to subsection (h) above, except to the extent impermissible under applicable law, any amounts payable under Sections 2(c) and 2(d) of this Agreement are subject to any policy, whether in existence as of the Effective Date or later adopted, established by Tyson and adopted by the CLDC that provides for the clawback or recovery of any net after-tax amounts that were paid to you under circumstances requiring clawback or recovery as set forth in such policy. Tyson will make any determinations for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation. Further, notwithstanding any other provisions of this Agreement, if within six (6) months of the termination of your employment, Tyson becomes aware of verifiable facts, notifies you of such facts, and completes those proceedings (including providing you the right to be heard by the Board to contest and cure any such facts and/or asserted Cause) and required Board determinations that would have allowed Tyson to terminate your employment for such Cause (in conformity with Section 3 of this Agreement), then, to the extent permitted by law:
i. Tyson may elect to cancel any and all payments of benefits otherwise due to you, but not yet paid, under this Agreement or otherwise; and
ii. you will refund to Tyson any amounts in excess of your Accrued Compensation paid to you under Section 4 of this Agreement.
18
Exhibit 10.4
iii. Any Release previously executed and delivered by you to Tyson shall be and shall be deemed null and void ab initio.
7. General.
a. Enforcement and Severability. You specifically acknowledge and agree that the purpose of the restrictions contained in Section 6 of this Agreement is to protect Tyson from unfair competition, including improper use of the Confidential Information by you, and that the restrictions and covenants contained herein are reasonable with respect to scope, geography, and duration of application. You acknowledge that each of these covenants has a unique, very substantial and immeasurable value to Tyson, and that you have sufficient assets and skills to provide a livelihood while such covenants remain in force. In the case of any action involving the interpretation or enforceability of any of the covenants set forth in Section 6 of this Agreement, the losing party shall reimburse the prevailing party for all costs (including attorneys’ fees) incurred by such prevailing party in connection with any such action. Notwithstanding the foregoing, if any court determines that any of the terms herein are unreasonable, invalid or unenforceable, the court may interpret, alter, amend or modify any or all of the terms to include as much of the scope, time period and intent as will render the restrictions enforceable, and then as modified, enforce the terms. Each covenant and restriction contained in this Agreement is independent of each other such covenant and restriction, and if any such covenant or restriction is held for any reason to be invalid, unenforceable and incapable of corrective modification, then the invalidity or unenforceability of such covenant or restriction shall not invalidate, affect or impair in any way the validity and enforceability of any other such covenant or restriction.
b. Notices. All written notices, requests and other communications provided pursuant to this Agreement shall be deemed to have been duly given, if delivered in person or by courier, or by facsimile transmission or sent by express, registered or certified mail, postage prepaid addressed, if to you, at the most recent address on record in Tyson’s human resources information system, (with a copy to your legal representative, Duane D. Sitar, c/o Greenberg Traurig, LLP, Terminus 200, 3333 Piedmont Road, N.E., Suite 2500, Atlanta, Georgia 30305 which copy shall not constitute notice to you hereunder), and if to Tyson, at its headquarters:
Tyson Foods, Inc.
Attn: Chief Human Resources Officer
2200 West Don Tyson Parkway
Springdale, Arkansas 72762-6999
c. Modification/Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the parties hereto, except for any agreement or policy specifically referenced herein. This Agreement cannot be modified except by a writing signed by both parties.
19
Exhibit 10.4
d. Assignment. This Agreement shall be binding upon you, your heirs, executors and personal representatives and upon Tyson, its successors and assigns. You acknowledge that the services to be rendered by you are unique and personal. Except by your will, or by operation of the laws of intestate succession, you may not assign, transfer or pledge your rights or delegate your duties or obligations under this Agreement, in whole or in part, without first obtaining the written consent of the Tyson’s General Counsel or Chief Human Resources Officer. This Agreement may not be assigned by Tyson without your consent; provided that Tyson may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or business of Tyson provided that no such permitted assignment by Tyson shall relieve Tyson from any direct continuing and primary liability or responsibility owed to you from or in connection with any such assignee’s breach, default or violation of this Agreement.
e. Applicable Law. You acknowledge that this Agreement is performable at various locations throughout the United States and specifically performable wholly or partly within the State of Arkansas and consent to the validity, interpretation, performance and enforcement of this Agreement being governed by the internal laws of said State of Arkansas, without giving effect to the conflicts of laws provisions thereof.
f. Jurisdiction and Venue of Disputes. The courts of Washington County, Arkansas shall have exclusive jurisdiction and be the venue of all disputes between Tyson and you, whether such disputes arise from this Agreement or otherwise. In addition, you expressly waive any right that you may have to sue or be sued in the county of your residence and consent to venue in Washington County, Arkansas.
g. Funding. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid from the general funds of Tyson, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. You shall have no right, title or interest whatever in or to any investments which Tyson may make to aid Tyson in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from Tyson hereunder, such right shall be no greater than the right of an unsecured creditor of Tyson.
h. Indemnification. In addition to all other rights of indemnification to which you are entitled under any constituent or governing documents of Tyson or any policy of insurance maintained by Tyson for the benefit of its shareholders, officers, directors, employees, agents, contractors or other representatives, you will continue to be indemnified by Tyson pursuant to each of (i) that certain Indemnity Agreement between you and Tyson dated May 9, 1997 and (ii) that certain Indemnity Agreement between you and Tyson dated September 28, 2007. You will additionally receive all rights of indemnification and related benefits consistent with and on terms no less favorable than those extended by Tyson to any other former, then current, or future officer, director or fiduciary of Tyson including without limit, coverage under any errors and omissions, directors and officers or other liability insurance coverage maintained by Tyson.
i. Enforcement. If either you or Tyson violates any of the terms of this Agreement, such violating party will indemnify the other for the expenses, including but not limited to reasonable attorneys’ fees, incurred by the other in enforcing this Agreement.
8. Special Tax Considerations.
a. Tax Withholding. Tyson shall provide for the withholding of any taxes required to be withheld by federal, state and local law with respect to any payments in cash and/or other property made by or on behalf of Tyson to or for your benefit under this Agreement or otherwise.
20
Exhibit 10.4
b. Excise Tax. Notwithstanding the foregoing, if the total payments to be paid to you under this Agreement, along with any other payments to you by Tyson, would result in you being subject to the excise tax imposed by Section 4999 of the Code (commonly referred to as the “Golden Parachute Tax”), Tyson shall reduce the aggregate payments to the largest amount which can be paid to you without triggering the excise tax, but only if and to the extent that such reduction would result in you retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by you will be made by Tyson. In the case of a reduction in the total payments subject to this Section 8(b), such payments will be reduced in the following order: (i) payments and benefits due in or in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced first and if necessary, to zero, with any such amounts that are payable last being reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) and if such equity payments are to be made at the same time with cash payments, reduced before cash payments); (ii) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next, with amounts that are payable last reduced first; (iii) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced (and if such equity payments are to be made at the same time as cash payments, reduced before such cash payments); (iv) all other non-cash benefits not otherwise described in clauses (i) or (iii) will be next reduced net on a pro-rata basis; and finally (v) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will be reduced. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Code Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Code Section 409A as deferred compensation.
c. Separation from Service. In the event that the termination of your employment does not constitute a “separation from service” as defined in Code Section 409A, including all regulations and other guidance issued pursuant thereto, your rights to the payments and benefits described in Section 4 will vest upon the Termination Date, but only if and to the extent required to avoid a violation of Code Section 409A, no payment to you that is subject to Code Section 409A will be paid until you incur a separation from service (or until six (6) months after such date if you are a “specified employee” pursuant to subsection (d) of this Section), and any amounts subject to Code Section 409A that would otherwise have been paid before such date will be paid instead as soon as practicable after such date.
d. Six-Month Delay in Payment. Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” as defined and applied in Code Section 409A as of your Termination Date, then, to the extent any payment under this Agreement or any Tyson plan or policy constitutes deferred compensation (after taking into account any applicable exemptions from Code Section 409A, including those specified in subsection (f) of this Section) and to the extent required by Code Section 409A, no payments due under this Agreement or any Tyson plan or policy may be made until the earlier of: (i) the first (1st) day following the six (6) month anniversary of your Termination Date and (ii) your date of death; provided, however, that any payments delayed during the six (6) month period will be paid in the aggregate as soon as reasonably practicable following the six (6) month anniversary of your Termination Date.
21
Exhibit 10.4
e. Expense Reimbursement and In-Kind Benefits. Any reimbursements by Tyson to you of any eligible expenses under this Agreement that are not excludable from your income for Federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the last day of your taxable year following the year in which the expense was incurred. The amount of any such Taxable Reimbursements, and the value of any in-kind benefits to be provided to you in any of your particular taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any of your other taxable years. The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit.
f. In no event will an expense be reimbursed after December 31 of the calendar year following the calendar year in which the expense was incurred. You are not permitted to receive a payment or other benefit in lieu of reimbursement under Section 2(f).
g. Application of Exemptions. For purposes of Code Section 409A, each “payment” (as defined by Code Section 409A) made under this Agreement will be considered a “separate payment.” In addition, for purposes of Code Section 409A, each such payment will be deemed exempt from Code Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1 (b)(4), and (ii) with respect to any additional amounts paid no later than the second (2nd) calendar year following the calendar year containing your Termination Date, the “involuntary separation” pay exemption of Treasury Regulation § 1.409A-l (b)(9)(iii), which are hereby incorporated by reference.
h. Effect of Release. Any amounts that are not exempt from Code Section 409A under paragraph (f) above, and which are paid subject to your execution of a Release that provides for a consideration period and revocation period that crosses two calendar years, shall be paid on the first payroll date in the second calendar year that occurs on or after the expiration of the revocation period, regardless of the date the Release is signed.
i. Interpretation and Administration of Agreement. To the maximum extent permitted by law, this Agreement will be interpreted and administered in such a manner that the payments to you are either exempt from, or comply with, the requirements of Code Section 409A.
SIGNATURE PAGE FOLLOWS
22
Exhibit 10.4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.
YOU ACKNOWLEDGE THAT YOU HAVE COMPLETELY READ THE ABOVE, HAVE BEEN ADVISED TO CONSIDER THIS AGREEMENT CAREFULLY, AND HAVE BEEN FURTHER ADVISED TO REVIEW IT WITH LEGAL COUNSEL OF YOUR CHOOSING BEFORE SIGNING. YOU FURTHER ACKNOWLEDGE THAT YOU ARE SIGNING THIS AGREEMENT VOLUNTARILY, AND WITHOUT DURESS, COERCION, OR UNDUE INFLUENCE AND THEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.
/s/ John H. Tyson
JOHN H. TYSON
June 17th, 2026
Tyson Foods, Inc.
By /s/ Les. R. Baledge
Les R. Baledge
Chair, Compensation & Leadership Development Committee
Board of Directors
23
Exhibit 19
Tyson Foods, Inc.
Securities Trading Policy
Publication Date: May 13, 2026
1.0 Purpose
Directors and Team Members are required to comply with federal and other applicable securities laws, including the prohibition on insider trading. This policy aims to prevent the improper use or sharing of Material Non-Public Information about Tyson Foods, Inc. or any other company. Capitalized terms are defined in Section 6 of this policy.
2.0 Statements of Policy
•If a Director or Team Member learns of Material Non-Public Information about the Company or about any other company through their work, then the Director or Team Member, their immediate family members who live in the same household, and any entities they influence or control, may not: (1) buy, sell or otherwise transact in Company Securities or any other relevant company’s securities (including customers, suppliers, vendors or business partners); (2) use that information for any personal benefit; or (3) share that information with anyone else, including other Team Members, unless such person requires access to Material Non-Public Information for the performance of their job responsibilities.
•Company Securities are any securities issued by Tyson Foods, Inc. or its subsidiaries. This includes Tyson Foods, Inc. common stock traded on the New York Stock Exchange under the symbol “TSN”.
•Material Non-Public Information refers to any information not generally known or available to the public that a reasonable investor would consider important in a decision to buy, hold, or sell securities because it could affect the price of securities.
▪Common examples of Material Non-Public Information include, but are not limited to: financial information such as quarterly earnings, projections of future earnings or losses; news of a pending or proposed merger, acquisition, tender offer or joint venture; news of a significant sale of assets or the disposition of a subsidiary; changes in dividend policies or the declaration of a stock split or the offering of additional securities; significant litigation or government agency investigations; significant write-offs or significant increases in reserves; changes in senior management; significant new products or discoveries; impending bankruptcy or financial liquidity problems; and/or the gain or loss of a substantial customer or supplier. Either positive or negative information may be considered Material Non-Public Information.
▪While this policy addresses trading in securities, Team Members are reminded that they are subject to other policies of the Company, including, but not limited to, the Code of Conduct, the Confidentiality Policy and the Commodities Risk Management Policy, which contain restrictions on the use or disclosure of confidential or proprietary information for personal benefit.
1
Exhibit 19
▪The restriction on trading in securities under this policy applies whether the Director or Team Member does so personally or otherwise, such as through an intermediary, financial advisor or software service. This policy also covers the use of Material Non-Public Information to profit indirectly, such as through derivatives, options, event contracts, betting, or prediction markets, even without the direct purchase or sale of Company Securities.
▪If the Company publicly releases Material Non-Public Information (e.g. through a press release or an announcement), then Directors and Team Members who had access to such Material Non-Public Information must wait for one full trading day before they buy, sell or otherwise transact in Company Securities.
▪Directors, Officers and Designated Team Members are prohibited from engaging in any Hedging Transactions with respect to Company Securities.
•Blackout Periods. The Company implements quarterly “blackout” periods beginning on the Monday of the final week of each fiscal quarter until one full trading day has passed after earnings have been announced. For example, if earnings are released as scheduled in the morning before the market opens on Monday (e.g. May 1), the quarterly blackout period would end on Tuesday morning before market opens (e.g. May 2).
▪Directors, Senior Officers and Designated Team Members may not buy, sell or otherwise transact in Company Securities during a blackout period, except as otherwise set forth in this policy. The exercise of stock options and the use of limit orders for Company Securities are also prohibited during a blackout period.
▪Recurring purchases under the Company’s Employee Stock Purchase Plan may continue during the blackout period at the level previously set, but participants in the Employee Stock Purchase Plan will not be able to change their participation level during the blackout period or while they are in possession of Material Non-Public Information.
▪Addition and Removal of Designated Team Members: The Law Department maintains a list of Designated Team Members that are subject to the quarterly blackout periods described above. Team Members can be added or removed from being subject to quarterly blackout periods using the online form. Removal from the list will require the Designated Team Member’s manager to confirm that the Designated Team Member does not currently have access to any Material Non-Public Information, and is not expected to have access to Material Non-Public Information in the near future.
▪Senior Officers are responsible for reviewing whether Team Members that report directly or indirectly to them have access to Material Non-Public Information. If a Team Member has access to Material Non-Public Information, including through certain accounting and financial software, Senior Officers should identify them as Designated Team Members and notify the Law Department to add these Designated Team Members to the list for the quarterly blackout periods. Failure of a Senior Officer to identify a Designated Team Member with access to Material Non-Public Information or to notify the Law Department of such designation may result in disciplinary action for the Senior Officer.
2
Exhibit 19
▪Similarly, if a Designated Team Member departs the Company or changes their role and no longer has access to Material Non-Public Information, then the Designated Team Member’s manager or the relevant Senior Officer should notify the Law Department to remove that Designated Team Member from the list of Designated Team Members subject to quarterly blackout periods.
▪Special Blackout Periods From time to time, the Chief Legal and Administrative Officer (“Chief Legal Officer”) or other designated persons in the Law Department may impose special blackout periods during which all or certain Directors, Officers and Team Members are prohibited from buying, selling or transacting in Company Securities.
•Pre-clearance Approval. Directors and Senior Officers must obtain pre-clearance from the Chief Legal Officer or other designated persons in the Law Department before engaging in any transaction in Company Securities (including transferring securities from one account controlled by such Director or Senior Officer to another account (or to a trust) controlled by such Director or Senior Officer, even if there is no sale of Company Securities involved in connection with such transfer), holding Company Securities in a margin account or pledging Company Securities.
▪Pre-clearance should be requested by using the online form.
▪In addition, Directors, Senior Officers, and any Team Members that are reporting persons under Section 16 of the Securities Exchange Act of 1934 must immediately report to the Chief Legal Officer or other designated persons in the Law Department all transactions of Company Securities made by such person, family members living in the same household, and/or entities that such person controls including, but not limited to, purchases, sales, gifts, charitable donations, intrafamily transfers, transfers to trusts and/or other entities for estate planning purposes or otherwise, etc.
•Transactions by Family Members and Related Entities. Directors and Team Members are responsible under this policy for their immediate family members sharing the same household and any entities under any of the foregoing persons’ influence or control.
▪A Team Member’s failure to comply with this policy may result in disciplinary action up to and including termination of employment for cause, whether or not the Team Member received any financial or other benefit.
3.0 Responsibilities
•All Directors and Team Members must comply with this policy.
•Directors, Officers, and Designated Team Members must comply with annual certification and training requirements.
3
Exhibit 19
4.0 Special Circumstances
•The trading prohibitions and restrictions of this policy do not apply to the exercise of Company stock options if the exercise price is paid in cash to the Company and the Team Member receives the requisite number of shares of Company stock pursuant to the terms of the option (provided, that the Company may withhold a portion of the shares underlying the options to satisfy tax withholding requirements). However, the trading prohibitions and restrictions of this policy apply to (i) sales of the underlying stock following the option exercise and (ii) any broker-assisted cashless exercise of options that requires a sale into the market to generate proceeds for the exercise price, as well as to any other market sales for the purpose of generating the cash needed to cover the costs of exercise.
•The trading prohibitions and restrictions of this policy do not apply when a Team Member is prohibited from trading due to a blackout period (scheduled pursuant to Section 2 or otherwise) the day stock options held by such Team Member are scheduled to expire (and if such day is not a business day, on the business day prior to the scheduled expiration). In such event, without any further action by the Team Member, such stock options shall automatically be exercised on such date in a “cashless exercise” where the underlying stock is withheld by the Company based on the market price of Company stock at or about noon Central time on that date and the value of such withholding shall offset the exercise price and any required withholding taxes, and any remaining value shall be distributed to the Team Member. The foregoing assumes the noon Central time market price of the Company’s stock on that date is greater than the exercise price of the applicable stock options. If the exercise price of the applicable stock options at or about noon Central time on that date is greater than the market price of the Company’s stock, then the stock options will expire as scheduled as set forth in the relevant grant document.
•The Company’s Chief Legal Officer or other designated persons in the Law Department may, on a case-by-case basis, authorize transactions in Company Securities outside the applicable trading windows due to hardships for Directors or Team Members or their immediate family members sharing the same household; but only if: (i) the Director or Team Member who wishes to engage in a transaction has notified the Company’s Chief Legal Officer or other designated persons in the Law Department prior to the trade in writing of the circumstances of the hardship and the amount and nature of the proposed transaction(s) and (ii) the person trading is not in possession of Material Non-Public Information concerning the Company and has certified that fact in writing to the Company’s Chief Legal Officer or other designated persons in the Law Department.
•Directors and Team Members may make gifts of Company Securities to charitable and nonprofit organizations at any time during an open trading window (subject to the general restriction on transacting in Company Securities while in possession of Material Non-Public Information). Directors and Team Members may make gifts of Company Securities to charitable and nonprofit organizations outside of an open trading window pursuant to a Rule 10b5-1 Plan, where there are no arrangements, understandings or agreements with the recipient of any such gifts regarding the disposition of the gifted Company Securities, or where the recipient of such gift is a person or entity that is also subject to this policy.
•Except as expressly set forth above, transactions that may be necessary or justifiable for other reasons, such as the need to sell Company Securities to obtain funds for emergency expenses, are not exceptions to this policy.
4
Exhibit 19
5.0 Rule 10b5-1 Plans
•Directors and Team Members may trade in Company Securities regardless of their awareness of Material Non-Public Information if the transaction is made pursuant to a Rule 10b5-1 Plan.
•The adoption, modification (including, but not limited to, any Termination Modification) and termination of any Rule 10b5-1 Plan must be pre-cleared by the Company’s Chief Legal Officer or other designated persons in the Law Department and provided to the Company promptly following any such adoption, modification or termination, and may be required to be disclosed in the Company’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K.
•In order to be eligible, any Rule 10b5-1 Plan must:
▪be written and signed by the Director or Team Member adopting the Rule 10b5-1 Plan and constitute a binding contract to purchase or sell Company Securities;
▪be entered into and/or be modified, as applicable, during an open trading window when the Director or Team Member adopting the Rule 10b5-1 Plan has no Material Non-Public Information;
▪specify the amount of, date(s) on, and price(s) at which the securities are to be traded or establish a written formula, algorithm or computer program for determining such items;
▪not be a single-trade Rule 10b5-1 Plan made within twelve (12) months of a previous single-trade Rule 10b5-1 Plan;
▪include a cooling off period prior to the first trade following the adoption or Termination Modification of a Rule 10b5-1 Plan of the later of (i) ninety (90) calendar days, for Directors and Officers, or thirty (30) calendar days, for other Team Members, and (ii) two business days following disclosure of the Company’s financial results in a Form 10-Q or 10-K for the fiscal quarter in which the Rule 10b5-1 Plan was adopted or modified;
▪not overlap with any other existing Rule 10b5-1 Plan covering trading over the same time period by the same Director or Team Member; and
▪be adopted in good faith and not as part of a plan or scheme to evade the anti-fraud rules under the federal securities laws of the United States, and the Director or Team Member adopting the Rule 10b5-1 Plan must at all times act in good faith with respect to the Rule 10b5-1 Plan.
•Any modification or amendment to a Rule 10b5-1 Plan, including, but not limited to, any Termination Modification, must be made during an open trading window when the Director or Team Member has no Material Non-Public Information.
•Following the termination or any Termination Modification of any Rule 10b5-1 Plan, the Director or Team Member participating in such Rule 10b5-1 Plan may not trade in Company Securities, and Company Securities may not be traded for such Director or Team Member’s benefit, prior to the later of (i) ninety (90) calendar days for Directors and Officers, or thirty (30) calendar days for other Team Members, and (ii) at least two business days following disclosure of the Company’s financial results in a Form 10-Q or 10-K for the fiscal quarter in which the Rule 10b5-1 Plan was adopted, modified, or terminated.
5
Exhibit 19
•Any (i) Director or (ii) Team Member serving as an Officer of the Company who adopts a Rule 10b5-1 Plan must certify in writing, in the terms of the Rule 10b5-1 Plan, at the time of the adoption of such plan (whether a new plan or due to a Termination Modification), that: (a) he or she is not aware of Material Non-Public Information about the Company or Company Securities; and (b) he or she is adopting the Rule 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5.
6.0 Additional Policy Information
•Definitions
•the Company – Tyson Foods, Inc. and its subsidiaries.
•Company Securities – as defined in Section 2.
•Director – any person serving as a member of the Board of Directors of Tyson Foods, Inc.
•Designated Team Member – any Team Member with regular and routine access to Material Non-Public Information.
•Hedging Transaction – any transaction designed to hedge or offset any decrease in the market value of Company Securities, including, but not limited to, the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), trading in exchange traded puts and calls, and arbitrage trading.
•Material Non-Public Information – as defined in Section 2.
•Officer – a Team Member employed at a level of Vice President or equivalent and above.
•Rule 10b5-1 Plan – a Team Member’s written and binding agreement with a broker or a plan representative that creates a trading plan and schedule with respect to Company Securities in compliance with Rule 10b5-1(c) under the Securities Exchange Act of 1934 and the requirements set out in Section 5 of this policy.
•Senior Officer – a Team Member employed at a level of Senior Vice President or equivalent and above.
•Team Member – an employee of Tyson Foods, Inc., or any of its subsidiaries.
•Termination Modification – any modification to (i) the amount of securities to be traded under a Rule 10b5-1 Plan, (ii) the date(s) or price(s) at which securities are to be traded under a Rule 10b5-1 Plan or (iii) any similar terms; the modification of which terms shall be deemed to be a termination of such Rule 10b5-1 Plan.
•Trading Day:
▪with respect to Company Securities, any day on which the New York Stock Exchange is open for trading and on which trading in Company Securities generally occurs; and
▪with respect to any other security, any day on which trading in such security generally occurs on the primary exchange location or platform for the buying and selling of such security.
6
Exhibit 19
Frequently Asked Questions
•Why do we need this policy?
The purpose of this policy is to promote compliance with federal or other applicable securities laws, including the Securities Act and the Securities Exchange Act, by the Company, its subsidiaries and all Directors and Team Members. The Securities and Exchange Commission (the “SEC”) and the Department of Justice vigorously pursue violations of federal securities laws, including insider trading violations. In addition to complying with federal securities laws, this policy was adopted to avoid even the appearance of improper conduct on the part of anyone employed by or associated with the Company, as the appearance of improper conduct could tarnish the Company’s reputation and standing.
•What are the legal consequences of insider trading violations?
For individuals who trade on Material Non-Public Information (or tip information to others), the law provides for:
•Disgorgement of the profit or loss avoided
•A civil penalty of up to three times the profit gained or loss avoided;
•A criminal fine (no matter how small the profit) of up to $5 million; and
•Imprisonment of up to twenty years.
Even an SEC investigation that does not result in prosecution for the individual could tarnish one’s reputation and career. In addition, if a Team Member violates this policy, Company-imposed sanctions, including termination of employment for cause, could result.
•Whom should I contact if I have questions or need to seek pre-clearance for a transaction?
Any person who has any questions about this policy (including pre-clearance of transactions or quarterly blackout dates) may obtain additional guidance from the Chief Legal Officer or other designated persons in the Law Department. Directors and Team Members are reminded that it is their responsibility to comply with this policy and with federal or other applicable securities laws.
•Does the policy prohibit trading in index funds that contain Company Securities during a blackout period?
Generally, the trading restrictions under this policy do not apply to investing in broadly-diversified mutual funds or exchange-traded funds (ETFs) based on widely-known stock market indices (e.g. the S&P 500) which contain Company Securities as one of the constituent stocks within that index. However, more narrowly-focused or industry-specific funds which include Company Securities fall within the restrictions of this policy, including the restrictions on trading during a quarterly or special blackout period. Team Members may reach out to designated persons in the Law Department for questions regarding mutual funds or ETFs. The SEC has taken enforcement action in the past, and could do so in the future, in circumstances where individuals trade on securities indirectly through a mutual fund or exchange-traded fund.
7
Exhibit 19
•Does the policy prohibit trading in the stock of other companies?
Team Members are responsible for their compliance with this policy and with federal or other applicable securities laws, and should evaluate whether they have Material Non-Public Information before trading in securities. To the extent that Directors or Team Members have access to Material Non-Public Information gained through their employment at the Company or other services performed for the Company, that information should not be used to invest or trade in the securities of any other company, including customers, suppliers or industry peers. The SEC has taken enforcement action in the past, and could do so in the future, in circumstances where individuals trade while in possession of Material Non-Public Information, even if the trade is made on the stock of a company other than the individual’s employer.
•Does the policy prohibit trading in prediction markets or other online services?
Team Members are responsible for their compliance with this policy and with federal or other applicable securities laws, and are prohibited from using Material Non-Public Information for their personal benefit. This means they may not trade while in possession of Material Non-Public Information, whether directly or indirectly, such as through prediction markets, event contracts, or other online services.
•When is Material Non-Public Information considered public information?
Information is considered to be available to the public only when it has been released broadly to the marketplace, such as through a press release or an SEC filing, and the investing public has had time to absorb the information fully. The quarterly blackout period ends one full trading day after earnings are released so that the public has time to absorb this information (e.g. if earnings are released at 8 am on Monday, May 1, the blackout period ends at 8 am on Tuesday, May 2)
•What is a “trading window”?
A “trading window” generally refers to a period of time when Team Members or subsets of Team Members are permitted to engage in transactions of Company Securities.
•Are there any restrictions on trading in commodities?
Company information includes, but is not limited to, information relating to commodities that are purchased, sold or hedged as part of our business, such as the amount, timing and strategy of such transactions. Except for and in connection with their employment, Directors and Team Members who have access to such information, and any members of their immediate families sharing the same household, are generally prohibited from buying or selling any such commodities or entering into any financial or derivative instruments that relate to such commodities while in possession of Material Non-Public Information relating to such commodities. Please reach out to the Law Department if you have questions.
Report a Concern
If you believe that this Policy may have been violated report the event directly to Ethics@tyson.com. You also have the option to use the Tell Tyson First web portal by clicking the button below or use the Ethics Line by dialing 1-888-301-7304. If you are calling from outside the United States, refer to the Contact section of the Code of Conduct.
Tell Tyson First
8
EXHIBIT 31.1
CERTIFICATIONS
I, Donnie King, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tyson Foods, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 3, 2026
| /s/ Donnie King | |||||
| Donnie King | |||||
| President and Chief Executive Officer | |||||
EXHIBIT 31.2
CERTIFICATIONS
I, Curt Calaway, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tyson Foods, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 3, 2026
| /s/ Curt T. Calaway | |||||
| Curt T. Calaway | |||||
| Chief Financial Officer | |||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report of Tyson Foods, Inc. (the Company) on Form 10-Q for the quarter ended June 27, 2026, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Donnie King, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| /s/ Donnie King | |||||
| Donnie King | |||||
| President and Chief Executive Officer | |||||
| August 3, 2026 | |||||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report of Tyson Foods, Inc. (the Company) on Form 10-Q for the quarter ended June 27, 2026, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Curt Calaway, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| /s/ Curt T. Calaway | |||||
| Curt T. Calaway | |||||
| Chief Financial Officer | |||||
| August 3, 2026 | |||||