Tyson Foods (TSN) 10-K risk factor changes: FY2025 vs FY2024

We may not realize any or all of the anticipated benefits of our financial excellence [removed: programs,] [added: programs and operational optimization plans,] which may prove to be more difficult, costly or time consuming than expected.

The success of [removed: the financial excellence programs, or future] [added: our] financial excellence programs [added: or operational optimization plans, including the network optimization plan,] will depend in part on our ability to successfully implement [removed: the] [added: these] programs [added: and plans or any future such programs and plans] in an efficient and effective manner.

The implementation of [removed: the] financial excellence programs [added: and operational optimization plans] may be more difficult, costly, or time-consuming than expected, and [removed: the financial excellence programs] may not result in any or all of the anticipated benefits.

If we are unable to implement [removed: the financial excellence] [added: such] programs [added: or plans] smoothly or successfully, or we otherwise do not [added: realize the anticipated benefits or] capture the anticipated savings, our business, results of operations and financial condition [removed: for future periods] could be negatively impacted.

We are subject to risks associated with our international activities, which could negatively affect our sales to customers in foreign locations, as well as our operations and assets in such [removed: locations.][added: locations and in the United States.]

In fiscal [removed: 2024,] [added: 2025,] we sold products to customers in approximately 140 countries.

Major sales markets include [removed: Australia,] Canada, Central America, [removed: Chile,] China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, [added: the Philippines,] Singapore, South Korea, [removed: Taiwan] [added: Taiwan, Thailand] and [removed: Thailand.][added: Vietnam.]

Our sales to customers in foreign countries for fiscal [removed: 2024] [added: 2025] totaled [removed: $7.8] [added: $7.4] billion, of which [removed: $5.2] [added: $4.8] billion related to export sales from the United States.

In addition, we had approximately [removed: $1.4] [added: $0.7] billion of long-lived [removed: assets] [added: assets, excluding goodwill, intangibles, financial instruments and deferred tax assets,] located in foreign locations, primarily Brazil, China, [removed: the European Union,] [added: New Zealand,] Malaysia, the Middle East and Thailand, at the end of fiscal [removed: 2024.][added: 2025.]

We are subject to various risks and uncertainties relating to international sales and operations, including: closing of borders by foreign countries to the import of beef, pork and poultry products due to animal disease or other perceived health or safety issues; the impact of currency exchange rate fluctuations between the United States dollar and foreign currencies, particularly the [removed: Australian dollar, the] Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican [removed: peso,] [added: peso] and the Thai baht; political and economic conditions, including ongoing conflicts and political tensions; and difficulties and costs of complying with different legal, tax and regulatory requirements impacting exports and other international activities.

In addition, new technologies, such as artificial [removed: intelligence,] [added: intelligence and quantum computing,] may present new technological risks or vulnerabilities.

We have not experienced any significant cyber-related events in fiscal [removed: 2024.][added: 2025.]

As of September [removed: 28, 2024,] [added: 27, 2025,] Tyson Limited Partnership (the “TLP”) owns 99.987% of the outstanding shares of the Company’s Class B Common Stock, $0.10 par value (“Class B stock”), and the TLP and members of the Tyson family own, in the aggregate, [removed: 2.43%] [added: 2.56%] of the outstanding shares of the Company’s Class A Common Stock, $0.10 par value (“Class A stock”), giving them, collectively, control of approximately [removed: 71.70%] [added: 71.94%] of the total voting power of the Company’s outstanding voting stock.

As of September [removed: 28, 2024,] [added: 27, 2025,] through a series of trusts, Mr. John Tyson, Chairman of the Board of Directors, controls 44.445% of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, controls 11.115% of the general partner percentage interests (the remaining general partnership interests are held by the Donald J.

Additionally, as a result of the TLP’s significant ownership of our outstanding voting stock, we are eligible [removed: for] [added: for, and have elected to rely on,] “controlled company” exemptions from certain corporate governance requirements of the New York Stock Exchange.

Corn, soybean meal and other feed ingredients, for instance, represented roughly [removed: 56%] [added: 53%] of our cost of growing a live chicken in fiscal [removed: 2024.][added: 2025.]

Supply of and demand for our products can be adversely impacted by disease outbreaks impacting animals, animal products, and livestock, such as African swine fever (“ASF”), Bovine Spongiform Encephalopathy, Foot and Mouth Disease, [removed: and] Highly Pathogenic Avian Influenza (“HPAI”), [added: and New World screwworm,] which can have a significant impact on our financial results.

[removed: In 2024,] HPAI [removed: was] [added: has been] detected in the United States in dairy cattle, wild birds, mammals, and farm workers directly exposed to infected dairy or poultry.

Our business could suffer significant setbacks in sales and operating income if our customers’ plans and/or markets change significantly or if we lost one or more of our largest customers, including, for example, Walmart Inc., which accounted for [removed: 18.4%] [added: 18.7%] of our sales in fiscal [removed: 2024.][added: 2025.]

We have approximately [removed: 138,000] [added: 133,000] team members, approximately [removed: 36,000] [added: 37,000] of whom are covered by collective bargaining agreements or are members of labor unions.

At September [removed: 28, 2024,] [added: 27, 2025,] we had [removed: $13.9] [added: $13.5] billion of goodwill and indefinite life intangible assets, which represented approximately 37% of total assets.

At September [removed: 28, 2024,] [added: 27, 2025,] the funded status of our defined benefit pension plans was an underfunded position of [removed: $158] [added: $146] million, as compared to an underfunded position of [removed: $149] [added: $158] million at the end of fiscal [removed: 2023.][added: 2024.]

Notes to the Consolidated Financial Statements, Note 10: Income [removed: Tax.][added: Taxes.]

Changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, and customs restrictions, could require us to change the way we conduct business, impose increased costs, and reduce demand for our products.

Tariffs and trade disputes could increase the price of our goods in the affected countries and result in less or no demand.

In addition, tariffs could affect the pricing of commodities and raw materials, and this could impose additional costs on us or on our suppliers, which could affect the costs and availability of sourcing of such commodities and raw materials.

The extent and duration of tariffs is subject to change, and this could adversely affect general economic conditions.

In times of economic uncertainty, consumers may purchase fewer products or shift to lower-priced offerings such as private-label goods, and this could adversely affect our product sales.

Refer to the Company's Annual Report on Form 10-K for the fiscal year ended [removed: October 1, 2022] [added: September 30, 2023] for additional information related to fiscal [removed: 2022.][added: 2023.]

Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, [removed: sustainably,] and affordably, now and for future generations.

International/Other primarily includes our foreign operations in [removed: Australia,] China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

The Company’s accounting cycle resulted in a 52-week year for fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

[removed: Additionally, in fiscal 2024, our operating] [added: Operating] income was [added: also] impacted by [removed: $182 million of plant closure and disposal charges, $174 million in] [added: reduced] legal contingency [removed: accruals, $86 million of] [added: accruals partially offset by increased] costs related to [removed: a production facility fire in the Netherlands] [added: brand] and [removed: the subsequent decision to sell the facility, $31 million of] [added: product line discontinuations,] restructuring and related charges and [removed: $8 million of brand discontinuation costs, partially offset by the benefit of $70 million of insurance proceeds, net] [added: lapping] of [removed: costs incurred,] [added: facility fire] related [removed: to fires at our] [added: insurance proceeds recognized in fiscal 2024 associated with a] production [removed: facilities.][added: facility fire in the fourth quarter of fiscal 2021.]

According to the [removed: USDA,] [added: most recently published USDA data,] domestic protein production (beef, pork, chicken and turkey) [removed: increased] [added: decreased] slightly in fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023.][added: 2024.]

The Beef segment [removed: experienced] [added: continues to experience] limited supply of market-ready cattle [removed: and] [added: as well as] increased [removed: live] cattle costs.

The Pork segment experienced sufficient supply [added: of market-ready hogs] and [removed: reduced] [added: increased] hog costs.

The Chicken segment experienced reduced feed ingredient [removed: costs.][added: costs, but costs began to stabilize in the back half of fiscal 2025.]

The Prepared Foods segment [removed: experienced reduced] [added: is currently experiencing increased] raw material costs primarily due to [removed: lower] [added: higher] meat costs.

Our total operating margin was [removed: 2.6%] [added: 2.0%] in fiscal [removed: 2024.][added: 2025.]

- Prepared Foods – [removed: 8.9%][added: 9.0%]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Sales | | | $ | [removed: 53,309] [added: 54,441] | | | | | $ | [removed: 52,881] [added: 53,309] | | | | | $ | [removed: 53,282] [added: 52,881] | |

| Change in sales volume | | | — | | % | | | | [removed: 1.0] [added: —] | | % | | | | | | |

| Change in average sales price | | | [removed: 0.6] [added: 3.3] | | % | | | | [removed: (1.5)] [added: 0.6] | | % | | | | | | |

| Sales growth | | | [removed: 0.8] [added: 2.1] | | % | | | | [removed: (0.8)] [added: 0.8] | | % | | | | | | |

[removed: 2024] [added: | | | | 2025 | | | | | | 2024 | | | | | | Change 2025] vs. [removed: 2023 –][added: 2024 | | | | | | 2023 | | | | | | Change 2024 vs. 2023 | | |]

- Average Sales Price – Sales were [removed: negatively] [added: positively] impacted by [removed: lower] [added: higher] average sales prices, which accounted for [removed: a decrease] [added: an increase] of [removed: $752] [added: $1,795] million, driven by [removed: reduced] [added: increased] pricing in our [added: Beef,] Pork and [removed: Chicken] [added: Prepared Foods] segments, [removed: partially offset by higher average sales prices] [added: while pricing] in our [removed: Beef and Prepared Foods segments.][added: Chicken segment was relatively flat.]

[removed: ◦The above] [added: The] change in average sales price for fiscal [removed: 2023] [added: 2025] excludes [removed: the impact of] a [removed: $156] [added: $318] million reduction of Sales from the recognition of legal contingency accruals.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Cost of sales | | | $ | [removed: 49,682] [added: 50,879] | | | | | $ | [removed: 50,250] [added: 49,682] | | $ | [removed: 46,614] [added: 50,250] | |

| Gross profit | | | [removed: 3,627] [added: 3,562] | | | | | | [removed: 2,631] [added: 3,627] | | | | | |

| Cost of sales as a percentage of sales | | | [removed: 93.2] [added: 93.5] | | % | | | | [removed: 95.0] [added: 93.2] | | % | | | |

- Decrease of $140 million due to plant [removed: closures] [added: closure] and [removed: disposals.][added: disposal charges.]

- Cost of sales increased [removed: $3,636] [added: $1,197] million.

[removed: Higher] [added: Lower] sales volume [removed: increased] [added: decreased] cost of sales by [removed: $444] [added: $10] million while higher input cost per pound increased cost of sales by [removed: $3,192] [added: $1,207] million.

- The [removed: $3,192] [added: $1,207] million impact of higher input cost per pound was impacted by:

- Increase in [removed: live] cattle costs of approximately [removed: $2,135] [added: $1,840] million in our Beef segment.

- [removed: Decrease] [added: Increase] in [removed: live] hog costs of approximately $295 million in our Pork segment.

- Decrease in freight and transportation costs of approximately [removed: $175] [added: $110] million.

- [removed: Decrease] [added: Increase] in raw material and other input costs of approximately [removed: $45] [added: $345] million in our Prepared Foods segment.

- Remaining [removed: increase] [added: decrease] in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes [removed: as well as the impact of the inflationary environment on our labor and other input costs, partially offset by] [added: in addition to] savings from our productivity program.

- The [removed: $444] [added: $10] million impact of [removed: increased] [added: decreased] sales volume was primarily driven by [removed: increased] [added: decreased] volumes in our [removed: Chicken segment.][added: Beef, Pork and Prepared Foods segments.]

| Selling, general and administrative | | | $ | [removed: 2,218] [added: 2,121] | | | | | $ | [removed: 2,245] [added: 2,218] | | | | | $ | [removed: 2,258] [added: 2,245] | |

| As a percentage of sales | | | [removed: 4.2] [added: 3.9] | | % | | | | 4.2 | | % | | | | | | |

- Increase of [removed: $8] [added: $30] million in [removed: brand discontinuation] [added: technology] costs.

- Decrease of [removed: $13] [added: $97] million in selling, general and administrative was primarily driven by:

- Decrease of [removed: $26] [added: $43] million in professional fees.

- [removed: Increase] [added: Decrease] of [removed: $57] [added: $35] million in marketing, advertising and promotion expenses.

Sales grew 2.1%, or $1.1 billion to $54.4 billion in fiscal 2025, largely due to higher average sales prices in our Beef, Pork and Prepared Foods segments, partially offset by $653 million of increased legal contingency accruals which reduced sales.

We reported operating income of $1,098 million in fiscal 2025 as compared to an operating income of $1,409 million in fiscal 2024, as we experienced lower operating income in our Beef and Pork segments, partially offset by higher operating income in our Chicken and Prepared Foods segments and International/Other.

In fiscal 2025, our operating income was impacted by $738 million of legal contingency accruals, $343 million of goodwill and intangible impairments, $45 million of restructuring and related charges, $41 million of charges related to a product recall and $23 million related to brand and product line discontinuations.

In fiscal 2024, our results were impacted by $182 million of plant closure and disposal charges, $174 million of legal contingency accruals and $31 million of restructuring and related charges.

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 the recent 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 the current changes will have on the price and demand of our products in the affected countries, commodity pricing and other general economic conditions, and uncertainty in future changes that may have a material impact.

- Beef – (5.2)%

- Pork – (3.4)%

- Chicken – 8.5%

During fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network.

We anticipate recognizing total pretax charges of $86 million related to actions approved through September 27, 2025, which include $99 million that have resulted or will result in cash outflows and $94 million of non-cash charges, partially offset by $107 million gain recognized from the sale of storage facilities.

Additionally, we received $252 million in proceeds associated with the sale of storage facilities during fiscal 2025.

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.

In fiscal 2025, we recognized charges of $45 million related to the network optimization plan, which included a gain of $107 million from the sale of storage facilities.

The charges primarily included the closure of two facilities in the Prepared Foods segment, a non-harvesting facility closure in the Beef segment, asset write-offs in the Chicken and Prepared Foods segments and International/Other as well as severance and related costs and contract and lease termination costs.

For additional description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 7: Restructuring and Related Charges.

2025 vs. 2024 –

- Sales Volume – Volumes were essentially flat and resulted in a decrease of $10 million as decreased sales volume in our Beef, Pork and Prepared Foods segments were offset by increased sales volume in our Chicken segment.

◦The above changes in average sales price exclude the impacts of $698 million and $45 million reductions of Sales from the recognition of legal contingency accruals in fiscal 2025 and 2024, respectively.

2025 vs. 2024 –

- Decrease of approximately $340 million in our Chicken segment related to decreased feed ingredient costs.

- Decrease of $89 million related to lower legal contingency accruals in our Beef, Pork and Chicken segments partially offset by an increase in International/Other.

- Decrease of $165 million in plant closure and disposal charges.

- Decrease of $34 million in facility fire related costs, net of insurance proceeds, in our Chicken segment and International/Other.

2025 vs. 2024 –

- Decrease of $29 million in restructuring and related costs.

- Decrease of $25 million in team member costs.

- Increase of $8 million in brand and product line discontinuations.

| | | | 2025 | | | | | | 2024 | | |

2025 vs. 2024 –

- We recorded a $343 million impairment charge in the Beef segment in fiscal 2025.

| | | | 2025 | | | | | | 2024 | | |

2025 vs. 2024 –

| | | | 2025 | | | | | | 2024 | | |

| | | | $ | (47) | | | | | $ | (75) | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 34.1 | | % | | | | 24.8 | | % |

2025 vs. 2024 –

Sales increased $0.4 billion to $53.3 billion in fiscal 2024, largely due to higher average sales prices in our Beef segment.

We reported operating income of $1,409 million in fiscal 2024 as compared to an operating loss of $395 million in fiscal 2023, as we experienced higher operating income in all our segments other than the Beef segment.

During fiscal 2024, we incurred higher performance-based compensation costs of $378 million driven by improved consolidated results.

Due to the nature of our performance-based compensation plans, our segments were primarily impacted based on their relative number of eligible team members, and thus, our Chicken and Prepared Foods segments incurred a greater proportion of the total costs.

In fiscal 2023, our results were impacted by $781 million of goodwill impairment charges, $322 million of plant closure and disposal charges, $156 million of legal contingency accruals, $124 million of restructuring and related charges, $17 million of product line discontinuation charges, and benefited from $53 million of insurance proceeds, net of costs incurred, related to fires at our production facilities and $19 million related to the relocation of a production facility in China.

Additionally, the conflicts between Ukraine and Russia, in addition to the Middle East, are ongoing and there are many risks and uncertainties in relation to the conflicts that are outside of our control.

As of September 28, 2024, the impact of these conflicts have not had a material direct impact on our financial performance.

If these conflicts escalate further, impact additional regions or countries, or have additional economic sanctions imposed, it could have a material impact on our business operations and financial performance.

- Beef – (1.9)%

- Pork – (0.7)%

- Chicken – 6.0%

2023 vs. 2022 –

- Sales Volume – Sales were positively impacted by an increase in sales volume, which accounted for an increase of $507 million, driven by increased volumes in our Chicken segment, partially offset by decreased volumes in our Beef segment due to the reduced domestic availability of live cattle and our Pork segment as a result of balancing our supply with customer demand.

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.

- Increase due to net derivative losses of $117 million in fiscal 2023, compared to net derivative gains of $225 million in fiscal 2022 due to our risk management activities.

- Increase of $322 million due to costs associated with plant closures and disposals.

- Increase of $238 million related to inventory lower of cost or net realizable value adjustments.

- Increase of approximately $36 million in our Chicken segment related to net increases in feed ingredients costs and growout expenses, partially offset by reduced outside meat purchases.

- Increase of approximately $24 million in our Chicken segment due to $11 million of insurance proceeds, net of costs incurred, in fiscal 2023 compared to $35 million of insurance proceeds, net of costs incurred, in fiscal 2022 related to the fire at our production facility in fiscal 2021.

- Decrease of $171 million in employee costs primarily from incentive-based compensation.

- Increase of $71 million from a gain recognized in the fiscal year ended October 1, 2022 from recoveries related to a cattle suppliers misappropriation of Company funds.

- We recorded $781 million in goodwill impairment charges in fiscal 2023.

| | | | $ | (75) | | | | | $ | (42) | |

| | | | 24.8 | | % | | | | 4.3 | | % |

The percentage impacts on the effective tax rate were greater in fiscal 2023 due to the level of pretax (loss) in fiscal 2023 compared to fiscal 2024.

Additionally, the impact of tax benefits decreased the effective tax rate on pretax income in fiscal 2024 and increased the effective tax rate in fiscal 2023 due to the pretax loss.

2024 – The effective tax rate is higher than the statutory rate due to state taxes and the impact of $63 million of non-deductible goodwill associated with the sale of our Vienna, Georgia facility.

2023 – The effective tax rate is lower than the statutory rate due to a $781 million non-deductible goodwill impairment, partially offset by income tax credits and a $26 million benefit from the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2023.

- $86 million pretax, or ($0.21) per diluted share, of charges related to a production facility fire in the Netherlands and our subsequent decision to sell the facility.

- $75 million pretax, or $0.16 per diluted share, of production facilities fire insurance proceeds, net of costs incurred.

- $26 million post tax, or $0.07 per diluted share, from remeasurement of net deferred tax liabilities at lower enacted state tax rates.

- $16 million pretax, or $0.03 per diluted share, related to the relocation of a production facility in China net of $3 million associated with Net Income (Loss) Attributable to Noncontrolling Interests.

Beef segment results for fiscal 2022 included $27 million of insurance proceeds, net of costs incurred and $16 million of restructuring and related costs.

Chicken results for fiscal 2022 included $35 million of insurance proceeds, net of costs incurred.

Prepared Foods segment results for fiscal 2022 included $36 million of restructuring and related costs.

- Average Sales Price – Average sales price increased slightly due to price increases associated with reduced live cattle supply and increased input costs, partially offset by reduced export demand and softening demand.

- Operating Income (Loss) – Operating income decreased due to unfavorable market conditions, including higher fed cattle costs.

Additionally, operating income in fiscal 2023 was impacted by a goodwill impairment charge and benefited from increased insurance proceeds related to a fire at a production facility in fiscal 2019, partially offset by increased restructuring and related charges.

- Sales Volume – Sales volume decreased as a result of balancing our supply with customer demand.

- Average Sales Price – Average sales price decreased due to reduced global demand.

The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of September [removed: 28, 2024] [added: 27, 2025] and September [removed: 30, 2023,] [added: 28, 2024,] on the fair value of open positions.

| Live Cattle | | | $ | [removed: 11] [added: 18] | | | | | $ | [removed: 68] [added: 11] | |

| Lean Hogs | | | [removed: 24] [added: 46] | | | | | | [removed: 10] [added: 24] | | |

| Corn | | | [removed: 11] [added: 19] | | | | | | [removed: 23] [added: 11] | | |

| Soybean Meal | | | [removed: 16] [added: 23] | | | | | | [removed: 22] [added: 16] | | |

At September [removed: 28, 2024,] [added: 27, 2025,] we had variable rate debt of [removed: $1,532] [added: $484] million with a weighted average interest rate of [removed: 6.7%.][added: 5.9%.]

A hypothetical 10% increase in interest rates effective at September [removed: 28, 2024] [added: 27, 2025] would increase annualized interest expense by approximately [removed: $10] [added: $3] million.

At September [removed: 28, 2024,] [added: 27, 2025,] we had fixed-rate debt of [removed: $8,255] [added: $8,346] million with a weighted average interest rate of 4.8%.

A hypothetical 10% change in interest rates would have changed the fair value of our fixed-rate debt by approximately [removed: $230] [added: $231] million at September [removed: 28, 2024] [added: 27, 2025] and [removed: $215] [added: $230] million at September [removed: 30, 2023.][added: 28, 2024.]

The primary currencies we have exposure to are the [removed: Australian dollar, the] Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican [removed: peso,] [added: peso] and the Thai baht.

A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a [removed: $25] [added: $21] million and [removed: $17] [added: $25] million impact on pretax income at September [removed: 28, 2024] [added: 27, 2025] and September [removed: 30, 2023,] [added: 28, 2024,] respectively.

At September [removed: 28, 2024] [added: 27, 2025] and September [removed: 30, 2023, 15.5%] [added: 28, 2024, 15.6%] and [removed: 15.9%,] [added: 15.5%,] respectively, of our net accounts receivable balance was due from Walmart Inc. No other single customer or customer group represented 10% or greater of net accounts receivable.

| | | | 2025 | | | | | | 2024 | | |

| | | | 2024 | | | | | | 2023 | | |

Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, [removed: sustainably,] and affordably, now and for future generations.

Headquartered in Springdale, Arkansas, the Company had approximately [removed: 138,000] [added: 133,000] employees (“team members”) on September [removed: 28, 2024.][added: 27, 2025.]

International/Other primarily includes our foreign operations in [removed: Australia,] China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

Chicken includes our domestic operations related to raising and processing live chickens [removed: into,] [added: into] and purchasing raw materials for fresh, frozen and value-added chicken products, as well as sales from specialty products.

Products primarily include [added: 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.

The primary raw materials used in our domestic chicken operations are corn and soybean [removed: meal] [added: meal,] used as [removed: feed] [added: feed,] and live chickens raised primarily by independent contract farmers.

In fiscal [removed: 2024,] [added: 2025,] corn, soybean meal and other feed ingredients were major production costs, representing roughly [removed: 56%] [added: 53%] of our cost of growing a live chicken domestically.

Walmart Inc. accounted for approximately [removed: 18.4%] [added: 18.7%] of our fiscal [removed: 2024] [added: 2025] consolidated sales.

No other single customer or customer group represented more than 10% of fiscal [removed: 2024] [added: 2025] consolidated sales.

Past efforts indicate customer demand can be increased and sustained through application of our marketing strategy, consumer insights, strong [removed: analytic analysis] [added: analytics] to optimize efforts and supported by our distribution systems.

We sold products in approximately 140 countries and regions in fiscal [removed: 2024.][added: 2025.]

Major sales markets include [removed: Australia,] Canada, Central America, [removed: Chile,] China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, [added: the Philippines,] Singapore, South Korea, [removed: Taiwan] [added: Taiwan, Thailand] and [removed: Thailand.][added: Vietnam.]

- Cobb-Vantress, a chicken breeding stock subsidiary, has business interests in Argentina, Brazil, China, the Dominican Republic, India, [removed: the Netherlands,] New Zealand, Peru, the Philippines, Spain, [removed: Turkey,] [added: Tanzania, Turkey] and the United Kingdom.

- Tyson Asia-Pacific consists of vertically-integrated chicken production operations in Thailand, multi-protein further-processing operations in Malaysia, a [removed: beef production operation in Australia, a] producer and distributor of value-added and cooked chicken and beef products in the Kingdom of Saudi Arabia, and joint venture interests in [removed: two] non-consolidated poultry businesses in Malaysia and [removed: one in] the Kingdom of Saudi Arabia.

- Tyson [removed: China-Korea, with locations in] China and [added: Tyson] South [removed: Korea, consists] [added: Korea consist] of [added: a] vertically-integrated chicken production [removed: operations,] [added: operation,] multi-protein further-processing operations, and a joint venture interest in a non-consolidated chicken processing [removed: business.][added: business in China.]

Tyson China [added: and Tyson South Korea] also [removed: sells] [added: sell] beef, pork, and chicken products imported from Tyson production facilities in the United States and other global operations.

We conduct continuous research and development activities [removed: to improve] [added: which include new] product [removed: development, to automate] [added: innovation, product improvements, ingredient simplification,] manual [removed: processes] [added: process automation] in our processing facilities and grow-out operations, and [removed: to improve] chicken breeding [removed: stock.][added: stock improvements.]

Our Discovery Center in Springdale, Arkansas, includes more than 40,000 square feet of United States Department of Agriculture (“USDA”) and United States Food and Drug Administration (“FDA”) pilot plant space, consumer sensory and focus group areas, [added: a] packaging [removed: labs] [added: lab] and 19 research kitchens.

Additionally, we have a Manufacturing Automation Center in Springdale, Arkansas, designed to [removed: grow the development of] [added: develop] new manufacturing solutions and to enhance team member training on new technology.

Various federal, [removed: state,] [added: state and international] regulatory [removed: agencies,] [added: agencies] and [removed: non-U.S.] governments continue to [removed: consider and] [added: consider,] adopt [added: or revise] programs [removed: to] [added: that] regulate, report, and control greenhouse gas emissions.

Although we have not incurred significant costs or capital expenditures specific to greenhouse gas emission compliance, these requirements are continually [removed: evolving and increasing.][added: evolving.]

[removed: Tyson] [added: We] closely [removed: monitors] [added: monitor] developments in this area and [removed: strives] [added: strive] to mitigate risks related to greenhouse gas emissions through environmental compliance and climate-related initiatives.

We continue to evaluate [removed: our] climate-related goals and initiatives, including corresponding costs, evolving legal landscapes, stakeholder expectations, and customer and consumer understanding of climate action.

As of September [removed: 28, 2024,] [added: 27, 2025,] we employed approximately [removed: 138,000] [added: 133,000] team members globally.

Approximately [removed: 120,000] [added: 116,000] team members were employed in the United States, of whom approximately [removed: 114,000] [added: 110,000] were employed at non-corporate sites such as production facilities, warehouses, truck shops, hatcheries and feed mills.

Approximately [removed: 18,000] [added: 17,000] team members were employed in other countries, primarily in Thailand and China.

For fiscal [removed: 2024,] [added: 2025,] our domestic workforce experienced a [removed: relatively flat] [added: 3.5% increased] retention rate from fiscal [removed: 2023.][added: 2024.]

Approximately [removed: 30,000] [added: 31,000] team members in the United States were subject to collective bargaining agreements with various labor unions, with approximately [removed: 20%] [added: 47%] of those team members at locations either under negotiation for contract renewal or included under agreements expiring in fiscal [removed: 2025.][added: 2026.]

We maintain a safety culture grounded on the premise of eliminating workplace incidents, risks and [removed: identified] hazards.

Newly hired team members participate in [removed: an] orientation [removed: program that spans 14-16 hours.][added: programs and on-the-job training.]

We [removed: also] review and monitor our safety performance closely.

Team Member [removed: Engagement, Inclusion, and Belonging][added: Engagement]

We believe [removed: that our diverse] [added: the varied] experiences [added: of our team] make us strong, and we strive to create [removed: an inclusive] [added: a] workforce in which every team member contributes to our collective success.

[removed: At Tyson Foods, our] [added: Our] commitment to our team is rooted in our desire to create working environments that enable team members to succeed while supporting the growth of our communities.

Our [removed: Team Member Promise underscores] [added: policies and practices underscore] our commitment to providing a work environment free from all forms of discrimination and harassment.

All new team members receive [removed: training on this] policy [added: training] during onboarding, [removed: and all team members are required to take this training] [added: as well as] annually.

We focus on the team member experience, removing barriers to engagement, further modernizing the human resources process, focusing on frontline team member retention and [removed: continually improving equity and effectiveness of] [added: striving to continuously improve] all [added: of our] talent practices.

[removed: In addition, through] [added: Through] our Upward Academy Onsite Program, we offer English as a second language, high-school equivalency, citizenship, financial literacy and digital literacy training to all team members.

As of September [removed: 28, 2024,] [added: 27, 2025,] the onsite program was operating at [removed: 57] [added: 40] Company locations.

This program helps team members further hone professional skills and creates opportunities for our team members to advance to higher-paying, more senior-level positions within the Company through college degrees, job skills training and workforce certifications at no [removed: cost.][added: cost up to $5,250 per year.]

The U.S. cattle market is currently experiencing limited supply of market-ready cattle and uncertainty exists regarding the timing of anticipated cattle herd rebuild.

We remain committed to serving as stewards of the people, land, animals and resources entrusted to our care, consistent with our core values.

We take a comprehensive and holistic approach to managing natural resources and continuously work to increase operational efficiencies, reduce greenhouse gas emissions across the supply chain, and partner with stakeholders to create a more resilient food system.

Additionally, we continue to support agricultural practices and business operations that further these efforts and work to strengthen the overall resiliency of the U.S. agricultural system.

Our climate strategy is evolving and efforts are underway to refresh and embed our strategy into our business and operations.

Greenhouse Gas Emissions

Sustainability

Through our Formula to Feed the Future, we aim to bring together a diverse set of expertise to reimagine our people and community impact, drive product responsibility from farm to table, and work toward sustaining natural resources.

We are reimagining our people and community impact by enabling workers to succeed while supporting the growth of our communities.

We aim to drive product responsibility from farm to table by delivering value to consumers with high-quality, nutritious protein through our leading portfolio of products.

We are working toward sustaining natural resources by driving practices in our own operations and supply chains to build a robust food system that supports current and future generations.

Additionally, we established sustainability governance and oversight through the Governance and Nominating Committee of our Board of Directors.

This Committee advises the Board on matters relating to corporate responsibility and sustainability, including environmental, social and governance matters affecting the Company.

It also oversees and reviews, at least annually, the Company’s integration of sustainability principles into our business strategy and decision-making.

Team members within our production facilities also receive an average of 80 hours on-the-job training.

We created and implemented processes to help identify and eliminate safety events by reducing their frequency and severity.

Our goal is to reduce Occupational Safety and Health Administration (“OSHA”) recordable incidents year over year.

During fiscal 2024, our recordable incident rate declined 1% compared to fiscal 2023.

Our workforce consists of approximately 39% women and approximately 70% minority groups.

The Company has eight employee-led business resource groups that support our team members.

Consistent with this focus, we conducted our fifth OneTyson engagement survey, that included corporate and frontline team members for the purpose of evaluating our team member experience, internal performance and how we compared to other companies in multiple areas.

As of September [removed: 28, 2024,] [added: 27, 2025,] we had approximately [removed: 138,000] [added: 133,000] team members and, at any time, have various employment practices matters outstanding.

The court convened an evidentiary hearing which concluded on December 17, 2024.

The parties completed post-hearing briefing thereafter.

On June 17, 2025, the 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 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 August 11, 2025, and remain pending before the court.

After consideration of these submissions, the court is expected to enter a final judgment imposing the remedies, if any, that it deems appropriate based on the evidence in the record.

An evidentiary hearing is scheduled for December 2024.

| | | | For the fiscal year ended | | | September [removed: 28, 2024] [added: 27, 2025] | | | | | |

[removed: ][added: ]

On March [removed: 30, 2024,] [added: 29, 2025,] the aggregate market value of the registrant’s Class A Common Stock, $0.10 par value (“Class A stock”), and Class B Common Stock, $0.10 par value (“Class B stock”), held by non-affiliates of the registrant was [removed: $16,402,742,635] [added: $17,421,886,888] and [removed: $528,864,] [added: $561,642,] respectively.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of October [removed: 26, 2024.][added: 25, 2025.]

| Class A Common Stock, $0.10 Par Value (“Class A stock”) | | | | | | [removed: 285,855,466] [added: 283,045,085] | | |

Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held February [removed: 6, 2025,] [added: 5, 2026,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | [removed: [Business](#id527e006a54e442baaff09bc1c4a3327_13)] [added: [Business](#i8c9d672c881247668303f5bbdaac40ad_13)] | | | [removed: [3](#id527e006a54e442baaff09bc1c4a3327_13)] [added: [3](#i8c9d672c881247668303f5bbdaac40ad_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#id527e006a54e442baaff09bc1c4a3327_16)] [added: Factors](#i8c9d672c881247668303f5bbdaac40ad_16)] | | | [removed: [9](#id527e006a54e442baaff09bc1c4a3327_16)] [added: [9](#i8c9d672c881247668303f5bbdaac40ad_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#id527e006a54e442baaff09bc1c4a3327_19)] [added: Comments](#i8c9d672c881247668303f5bbdaac40ad_19)] | | | [removed: [17](#id527e006a54e442baaff09bc1c4a3327_19)] [added: [17](#i8c9d672c881247668303f5bbdaac40ad_19)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#id527e006a54e442baaff09bc1c4a3327_6597069768449) [Disclosure](#id527e006a54e442baaff09bc1c4a3327_6597069768449)] [added: [Cybersecurity Disclosure](#i8c9d672c881247668303f5bbdaac40ad_22)] | | | [removed: [17](#id527e006a54e442baaff09bc1c4a3327_6597069768449)] [added: [17](#i8c9d672c881247668303f5bbdaac40ad_22)] | | |

| Item 2. | | | [removed: [Properties](#id527e006a54e442baaff09bc1c4a3327_22)] [added: [Properties](#i8c9d672c881247668303f5bbdaac40ad_25)] | | | [removed: [19](#id527e006a54e442baaff09bc1c4a3327_22)] [added: [19](#i8c9d672c881247668303f5bbdaac40ad_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#id527e006a54e442baaff09bc1c4a3327_25)] [added: Proceedings](#i8c9d672c881247668303f5bbdaac40ad_28)] | | | [removed: [19](#id527e006a54e442baaff09bc1c4a3327_25)] [added: [20](#i8c9d672c881247668303f5bbdaac40ad_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#id527e006a54e442baaff09bc1c4a3327_28)] [added: Disclosures](#i8c9d672c881247668303f5bbdaac40ad_31)] | | | [removed: [20](#id527e006a54e442baaff09bc1c4a3327_28)] [added: [20](#i8c9d672c881247668303f5bbdaac40ad_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id527e006a54e442baaff09bc1c4a3327_37)] [added: Securities](#i8c9d672c881247668303f5bbdaac40ad_40)] | | | [removed: [21](#id527e006a54e442baaff09bc1c4a3327_37)] [added: [22](#i8c9d672c881247668303f5bbdaac40ad_40)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#id527e006a54e442baaff09bc1c4a3327_40)] [added: Data](#i8c9d672c881247668303f5bbdaac40ad_43)] | | | [removed: [23](#id527e006a54e442baaff09bc1c4a3327_40)] [added: [23](#i8c9d672c881247668303f5bbdaac40ad_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id527e006a54e442baaff09bc1c4a3327_43)] [added: Operations](#i8c9d672c881247668303f5bbdaac40ad_46)] | | | [removed: [24](#id527e006a54e442baaff09bc1c4a3327_43)] [added: [24](#i8c9d672c881247668303f5bbdaac40ad_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id527e006a54e442baaff09bc1c4a3327_76)] [added: Risk](#i8c9d672c881247668303f5bbdaac40ad_79)] | | | [removed: [42](#id527e006a54e442baaff09bc1c4a3327_76)] [added: [42](#i8c9d672c881247668303f5bbdaac40ad_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#id527e006a54e442baaff09bc1c4a3327_79)] [added: Data](#i8c9d672c881247668303f5bbdaac40ad_82)] | | | [removed: [44](#id527e006a54e442baaff09bc1c4a3327_79)] [added: [44](#i8c9d672c881247668303f5bbdaac40ad_82)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#id527e006a54e442baaff09bc1c4a3327_172)] [added: Disclosure](#i8c9d672c881247668303f5bbdaac40ad_175)] | | | [removed: [86](#id527e006a54e442baaff09bc1c4a3327_172)] [added: [91](#i8c9d672c881247668303f5bbdaac40ad_175)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#id527e006a54e442baaff09bc1c4a3327_175)] [added: Procedures](#i8c9d672c881247668303f5bbdaac40ad_178)] | | | [removed: [86](#id527e006a54e442baaff09bc1c4a3327_175)] [added: [91](#i8c9d672c881247668303f5bbdaac40ad_178)] | | |

| Item 9B. | | | [Other [removed: Information](#id527e006a54e442baaff09bc1c4a3327_178)] [added: Information](#i8c9d672c881247668303f5bbdaac40ad_181)] | | | [removed: [87](#id527e006a54e442baaff09bc1c4a3327_178)] [added: [92](#i8c9d672c881247668303f5bbdaac40ad_181)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id527e006a54e442baaff09bc1c4a3327_181)] [added: Inspections](#i8c9d672c881247668303f5bbdaac40ad_184)] | | | [removed: [87](#id527e006a54e442baaff09bc1c4a3327_178)] [added: [92](#i8c9d672c881247668303f5bbdaac40ad_181)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#id527e006a54e442baaff09bc1c4a3327_187)] [added: Governance](#i8c9d672c881247668303f5bbdaac40ad_190)] | | | [removed: [87](#id527e006a54e442baaff09bc1c4a3327_187)] [added: [92](#i8c9d672c881247668303f5bbdaac40ad_190)] | | |

| Item 11. | | | [Executive [removed: Compensation](#id527e006a54e442baaff09bc1c4a3327_190)] [added: Compensation](#i8c9d672c881247668303f5bbdaac40ad_193)] | | | [removed: [87](#id527e006a54e442baaff09bc1c4a3327_190)] [added: [93](#i8c9d672c881247668303f5bbdaac40ad_193)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id527e006a54e442baaff09bc1c4a3327_193)] [added: Matters](#i8c9d672c881247668303f5bbdaac40ad_196)] | | | [removed: [88](#id527e006a54e442baaff09bc1c4a3327_193)] [added: [93](#i8c9d672c881247668303f5bbdaac40ad_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id527e006a54e442baaff09bc1c4a3327_196)] [added: Independence](#i8c9d672c881247668303f5bbdaac40ad_199)] | | | [removed: [88](#id527e006a54e442baaff09bc1c4a3327_196)] [added: [93](#i8c9d672c881247668303f5bbdaac40ad_199)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#id527e006a54e442baaff09bc1c4a3327_199)] [added: Services](#i8c9d672c881247668303f5bbdaac40ad_202)] | | | [removed: [88](#id527e006a54e442baaff09bc1c4a3327_199)] [added: [93](#i8c9d672c881247668303f5bbdaac40ad_202)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#id527e006a54e442baaff09bc1c4a3327_205)] [added: Schedules](#i8c9d672c881247668303f5bbdaac40ad_208)] | | | [removed: [88](#id527e006a54e442baaff09bc1c4a3327_205)] [added: [93](#i8c9d672c881247668303f5bbdaac40ad_208)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#id527e006a54e442baaff09bc1c4a3327_214)] [added: Summary](#i8c9d672c881247668303f5bbdaac40ad_217)] | | | [removed: [96](#id527e006a54e442baaff09bc1c4a3327_214)] [added: [101](#i8c9d672c881247668303f5bbdaac40ad_217)] | | |

| [PART I](#i8c9d672c881247668303f5bbdaac40ad_10) | | | | | | | | |

| [PART II](#i8c9d672c881247668303f5bbdaac40ad_37) | | | | | | | | |

| [PART III](#i8c9d672c881247668303f5bbdaac40ad_187) | | | | | | | | |

| [PART IV](#i8c9d672c881247668303f5bbdaac40ad_205) | | | | | | | | |

| [PART I](#id527e006a54e442baaff09bc1c4a3327_10) | | | | | | | | |

| [PART II](#id527e006a54e442baaff09bc1c4a3327_34) | | | | | | | | |

| [PART III](#id527e006a54e442baaff09bc1c4a3327_184) | | | | | | | | |

| [PART IV](#id527e006a54e442baaff09bc1c4a3327_202) | | | | | | | | |

Certain of our board members, including certain members of our Governance and Nominating [removed: Committee,] [added: Committee and the Technology Committee] have backgrounds or experience in risk management and/or information technology.

On at least an annual basis, the Governance and Nominating Committee receives updates from our CISO, Chief [removed: Information &] Technology Officer [removed: (“CITO”)] [added: (“CTO”)] and other members of management on risks related to information systems, information security, data privacy and cybersecurity.

The Board of Directors also receives regular reports from the Governance and Nominating Committee [added: and the Technology Committee] on these and other risk-related matters as necessary.

Our CISO provides information to the [removed: Governance and Nominating] [added: Technology] Committee pursuant to risk-based escalation protocols for cybersecurity incidents that exceed designated thresholds.

Our [removed: CITO,] [added: CTO,] to whom the CISO reports, has been with the [removed: company] [added: Company] since [removed: 2017] [added: 2013] and has served as the Company’s [removed: CITO] [added: CTO] since [removed: 2023.][added: 2025.]

In addition, beginning in fiscal 2025, the Company’s Board of Directors appointed a special committee of the Board of Directors (the “Technology Committee”) to oversee and advise on technology-related strategies, investments, risks and innovations to enable alignment with the Company’s strategy, operational priorities and cybersecurity protections.

Among other responsibilities, the Technology Committee oversees the Company’s cybersecurity framework, data privacy practices, and information security programs and scorecards.

The following table summarizes our [removed: domestic] properties as of September [removed: 28, 2024:][added: 27, 2025:]

| Beef Segment Facilities | | | [removed: 12] [added: 11] | | | | | | — | | | | | | [removed: 12] [added: 11] | | | | | | 155,000 head | | |

| Pork Segment Facilities | | | 6 | | | | | | — | | | | | | 6 | | | | | | [removed: 421,000] [added: 451,000] head | | |

| Chicken Segment Facilities | | | [removed: 163] [added: 162] | | | | | | [removed: 6] [added: 5] | | | | | | [removed: 169] [added: 167] | | | | | | 42 million head | | |

| Prepared Foods Segment Facilities | | | [removed: 37] [added: 35] | | | | | | — | | | | | | [removed: 37] [added: 35] | | | | | | [removed: 74] [added: 72] million pounds | | |

As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we closed two [removed: Beef] [added: Prepared Foods] segment facilities during fiscal [removed: 2024.][added: 2025.]

As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we closed one [removed: Pork] [added: Beef] segment facility during fiscal [removed: 2024.][added: 2025.]

Our Prepared Foods facilities process fresh and frozen chicken, turkey, beef, pork and other raw materials into [added: ready-to-cook and] ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pizza toppings, raw and processed meats, appetizers, prepared meals, ethnic foods, flour and corn tortilla products and meat dishes.

Our International/Other foreign production operations in [removed: Asia-Pacific] [added: Asia-Pacific, China,] and [removed: China-Korea] [added: South Korea] include [removed: one beef facility,] 21 chicken processing facilities, three feed mills and one broiler hatchery.

As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, during fiscal 2025, we sold multiple Tyson-owned and operated storage facilities which primarily support our Chicken and Prepared Foods segments and leased back the storage facilities for various periods.

As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we sold or closed a total of five Chicken segment locations which included certain feed mills and hatcheries supporting those processing facilities during fiscal 2024.

Tyson is the father of [added: Directors] John R.

The name, title, age (as of September [removed: 28, 2024)] [added: 27, 2025)] and calendar year of initial election to executive office of our executive officers are listed below:

| John H. Tyson | | | | | | Chairman of the Board of Directors | | | | | | [removed: 71] [added: 72] | | | | | | 2011 | | |

| Lori Bondar | | | | | | Senior Vice President and Chief Accounting Officer | | | | | | [removed: 63] [added: 64] | | | | | | 2023 | | |

| Curt Calaway | | | | | | Chief Financial Officer | | | | | | [removed: 51] [added: 52] | | | | | | 2024 | | |

| Adam Deckinger | | | | | | General Counsel [removed: and Secretary] | | | | | | [removed: 48] [added: 49] | | | | | | 2023 | | |

| Jacqueline Hanson | | | | | | Chief People Officer | | | | | | [removed: 55] [added: 56] | | | | | | 2024 | | |

| Donnie King | | | | | | President and Chief Executive Officer | | | | | | [removed: 62] [added: 63] | | | | | | 2019 | | |

Devin Cole was appointed as [removed: President, International & Global McDonald’s] [added: Chief Operating Officer] in [removed: July 2024] [added: September 2025] after serving [removed: as President, Global McDonald’s] [added: in various roles] since March [removed: 2024.][added: of 2024 including Group President Poultry, International & Global McDonald’s.]

He was also employed at the Company from 1995 to 2014, serving in various roles including as [removed: a] Group Vice President and as Chief Commercial Officer.

Prior to [removed: that role, Mr. Deckinger] [added: that, he] served as [added: Senior] Vice President and [added: Head of Law and Compliance from November 2022 to January 2023, and as Vice President and] Associate General Counsel since his initial employment with the Company in April 2018.

Tyson and Olivia L.

| Devin Cole | | | | | | Chief Operating Officer | | | | | | 55 | | | | | | 2024 | | |

Adam Deckinger was appointed as General Counsel in January 2023, and served concurrently as Secretary from January 2023 to May 2025.

Subsequent to the end of fiscal 2025, Mr. Deckinger was appointed Chief Legal and Administrative Officer on September 30, 2025.

| Melanie Boulden | | | | | | Chief Growth Officer | | | | | | 52 | | | | | | 2023 | | |

| Devin Cole | | | | | | President, International & Global McDonald's | | | | | | 54 | | | | | | 2024 | | |

| Wes Morris | | | | | | Group President, Poultry | | | | | | 59 | | | | | | 2023 | | |

| Kyle Narron | | | | | | Group President, Prepared Foods | | | | | | 44 | | | | | | 2024 | | |

| Brady Stewart | | | | | | Group President, Beef, Pork and Chief Supply Chain Officer | | | | | | 45 | | | | | | 2023 | | |

| John R. Tyson | | | | | | Executive Vice President | | | | | | 34 | | | | | | 2019 | | |

Melanie Boulden was appointed Chief Growth Officer since her initial employment with the Company in February 2023.

She has also served as Group President, Prepared Foods from September 2023 to September 2024.

Prior to joining the Company, Ms. Boulden was employed by The Coca-Cola Company from 2019 to 2022, Reebok International from 2018 to 2019, and Crayola and Kraft Foods prior to that.

Adam Deckinger was appointed as General Counsel and Secretary in January 2023 after serving as Senior Vice President and Head of Law and Compliance since November 2022.

Wes Morris was appointed Group President, Poultry in January 2023 after serving as a consultant to the Company since October 2020.

Mr. Morris was previously employed by the Company from 1999 until 2017 and has served in many leadership roles including President, Prepared Foods Operations.

Mr. Morris was employed by Simmons Foods before his return to the Company.

Brady Stewart was appointed Group President, Beef, Pork and Chief Supply Chain Officer in August 2023 after serving as Group President, Fresh Meats since his initial employment with the Company in January 2023.

Prior to joining the Company, Mr. Stewart was employed by Smithfield Foods from 2017 to 2022 and the Kansas City Sausage Company prior to that.

Kyle Narron was appointed Group President, Prepared Foods in October 2024, after serving as Senior Vice President of Pork and Prepared Foods from February 2023 to September 2024.

Prior to joining the Company, Mr. Narron was employed by Smithfield Foods and Summit Logistics Group.

John R.

Tyson is an Executive Vice President of the Company.

He was previously Executive Vice President and Chief Financial Officer of the Company from October 2022 to June 2024, after serving as Executive Vice President, Strategy and Chief Sustainability Officer since October 2021, as Chief Sustainability Officer from September 2019 to October 2021, and as Director, Office of the Chief Executive Officer since his initial employment with the Company in May 2019.

Mr. Tyson has been an observer at the Company’s board of directors’ meetings since 2014.

He was employed by J.P. Morgan and as a private equity and venture capital investor prior to joining the Company.

As of October [removed: 26, 2024,] [added: 25, 2025,] there were approximately [removed: 25,000] [added: 24,000] holders of record of our Class A stock and six holders of record of our Class B stock.

In fiscal [removed: 2024,] [added: 2025,] the annual dividend rate for Class A stock was [removed: $1.96] [added: $2.00] per share and the annual dividend rate for Class B stock was [removed: $1.764] [added: $1.80] per share.

Effective November [removed: 8, 2024,] [added: 7, 2025,] the Board of Directors increased the quarterly dividend previously declared on August [removed: 8, 2024,] [added: 7, 2025,] to [removed: $0.50] [added: $0.51] per share on our Class A common stock and [removed: $0.45] [added: $0.459] per share on our Class B common stock.

The increased quarterly dividend is payable on December [removed: 13, 2024,] [added: 15, 2025,] to shareholders of record at the close of business on [removed: November 29, 2024.][added: December 1, 2025.]

The Board also declared [added: on November 7, 2025] a quarterly dividend of [removed: $0.50] [added: $0.51] per share on our Class A common stock and [removed: $0.45] [added: $0.459] per share on our Class B common stock, payable on March [removed: 14, 2025,] [added: 13, 2026,] to shareholders of record at the close of business on February [removed: 28, 2025.][added: 27, 2026.]

We anticipate the remaining quarterly dividends in fiscal [removed: 2025] [added: 2026] will be [removed: $0.50] [added: $0.51] and [removed: $0.45] [added: $0.459] per share of our Class A and Class B stock, respectively.

This results in an annual dividend rate in fiscal [removed: 2025] [added: 2026] of [removed: $2.00] [added: $2.04] for Class A shares and [removed: $1.80] [added: $1.836] for Class B shares, or a 2% increase compared to the fiscal [removed: 2024] [added: 2025] annual dividend rate.

[removed: On May 3, 2012,] [added: Additionally,] our Board of Directors approved [removed: an increase] [added: increases to the number] of [removed: 35] [added: shares authorized to repurchase under the program of 43] million [removed: shares,] [added: shares] on [removed: January 30, 2014, our Board of Directors approved an increase of 25] [added: August 7, 2025, 50] million shares [removed: and] on February [removed: 4,] [added: 5,] 2016, [removed: our Board of Directors approved an increase of 50] [added: 25] million shares [removed: under the program.][added: on January 30, 2014, and 35 million shares on May 3, 2012.]

(2)We purchased [removed: 101,190] [added: 45,781] 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.

[removed: (3)Shares] [added: (3)We] purchased [added: 3.1 million shares] during the [removed: period] [added: twelve months ended September 27, 2025] pursuant to our previously announced stock repurchase program.

The following graph shows a five-year comparison of cumulative total returns for our Class A stock, the Standard & Poor’s (“S&P”) 500 [removed: Index, our fiscal 2023 peer group] [added: Index] and the S&P 500 Consumer Staples Index described below.

[removed: ][added: ]

The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal [removed: 2019,] [added: 2020,] is presented for each of the periods for the Company, the S&P 500 [removed: Index, our fiscal 2023 peer group] [added: Index] and the S&P 500 Consumer Staples Index.

The graph compares the performance of the Company’s Class A common stock with that of the S&P 500 Index, [removed: our fiscal 2023 peer group, with the return of each company in the peer group weighted on market capitalization,] and the S&P 500 Consumer Staples Index.

| Jun. 29, 2025 to Jul. 26, 2025 | | | 3,237 | | | | | | $ | 54.83 | | — | | | | | | 6,883,350 | | |

| Jul. 27, 2025 to Aug. 30, 2025 | | | 1,544,213 | | | | | | 56.25 | | | 1,525,989 | | | | | | 48,357,361 | | |

| Aug. 31, 2025 to Sept. 27, 2025 | | | 1,184,482 | | | | | | 56.13 | | | 1,160,162 | | | | | | 47,197,199 | | |

| Total | | | 2,731,932 | | | | | | $ | 56.20 | | 2,686,151 | | | | | | 47,197,199 | | |

| | | | | | | | | | 10/3/20 | | | | | | 10/2/21 | | | | | | 10/1/22 | | | | | | 9/30/23 | | | | | | 9/28/24 | | | | | | 9/27/25 | | |

| Tyson Foods, Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 135.32 | | | | | $ | 116.46 | | | | | $ | 92.24 | | | | | $ | 112.99 | | | | | $ | 106.07 | |

| S&P 500 Index | | | | | | | | | 100.00 | | | | | | 132.04 | | | | | | 110.33 | | | | | | 134.15 | | | | | | 182.10 | | | | | | 213.54 | | |

| S&P 500 Consumer Staples Index | | | | | | | | | 100.00 | | | | | | 111.73 | | | | | | 111.35 | | | | | | 119.53 | | | | | | 149.63 | | | | | | 149.94 | | |

| Jun. 30, 2024 to Jul. 27, 2024 | | | 3,165 | | | | | | $ | 58.26 | | — | | | | | | 7,301,400 | | |

| Jul. 28, 2024 to Aug. 31, 2024 | | | 9,538 | | | | | | 62.36 | | | — | | | | | | 7,301,400 | | |

| Sept. 1, 2024 to Sept. 28, 2024 | | | 88,487 | | | | | | 47.63 | | | — | | | | | | 7,301,400 | | |

| Total | | | 101,190 | | | | | | $ | 49.35 | | — | | | | | | 7,301,400 | | |

| | | | | | | | | | 9/28/19 | | | | | | 10/3/20 | | | | | | 10/2/21 | | | | | | 10/1/22 | | | | | | 9/30/23 | | | | | | 9/28/24 | | |

| Tyson Foods, Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 71.30 | | | | | $ | 96.50 | | | | | $ | 83.02 | | | | | $ | 65.73 | | | | | $ | 80.54 | |

| S&P 500 Index | | | | | | | | | 100.00 | | | | | | 115.25 | | | | | | 152.19 | | | | | | 127.18 | | | | | | 154.68 | | | | | | 210.00 | | |

| Fiscal 2023 (Peer Group) | | | | | | | | | 100.00 | | | | | | 111.01 | | | | | | 125.39 | | | | | | 124.62 | | | | | | 148.13 | | | | | | 188.77 | | |

| Fiscal 2024 (S&P 500 Consumer Staples Index) | | | | | | | | | 100.00 | | | | | | 111.70 | | | | | | 126.14 | | | | | | 124.21 | | | | | | 134.09 | | | | | | 174.20 | | |

For fiscal 2024, we selected the S&P 500 Consumer Staples Index for the comparison of total cumulative return on investment.

The S&P 500 Consumer Staples Index was selected as it includes a larger sample of companies within or adjacent to our industry.

For fiscal 2023, our peer group included: Albertsons Companies, Archer Daniels Midland Co., Bunge Ltd., Caterpillar Inc., Coca-Cola Co., Deere & Co., J.B. Hunt Transport Services, Kraft Heinz Co., Mondelez International, Inc., PepsiCo Inc., Performance Food Group, Sysco Corp., United Natural Foods, U.S. Foods Holding, Proctor & Gamble and Walmart Inc.

| | | | September [removed: 28, 2024] [added: 27, 2025] | | | | | | September [removed: 30, 2023] [added: 28, 2024] | | | | | | [removed: October 1, 2022] [added: September 30, 2023] | | |

| Sales | | | $ | [removed: 53,309] [added: 54,441] | | | | | $ | [removed: 52,881] [added: 53,309] | | | | | $ | [removed: 53,282] [added: 52,881] | |

| Cost of Sales | | | [removed: 49,682] [added: 50,879] | | | | | | [removed: 50,250] [added: 49,682] | | | | | | [removed: 46,614] [added: 50,250] | | |

| Gross Profit | | | [removed: 3,627] [added: 3,562] | | | | | | [removed: 2,631] [added: 3,627] | | | | | | [removed: 6,668] [added: 2,631] | | |

| Selling, General and Administrative | | | [removed: 2,218] [added: 2,121] | | | | | | [removed: 2,245] [added: 2,218] | | | | | | [removed: 2,258] [added: 2,245] | | |

| Goodwill Impairment | | | [removed: —] [added: 343] | | | | | | [removed: 781] [added: —] | | | | | | [removed: —] [added: 781] | | |

| Operating Income (Loss) | | | [removed: 1,409] [added: 1,098] | | | | | | [removed: (395)] [added: 1,409] | | | | | | [removed: 4,410] [added: (395)] | | |

| Interest income | | | [removed: (89)] [added: (73)] | | | | | | [removed: (30)] [added: (89)] | | | | | | [removed: (17)] [added: (30)] | | |

| Interest expense | | | [removed: 481] [added: 449] | | | | | | [removed: 355] [added: 481] | | | | | | [removed: 365] [added: 355] | | |

| Other, net | | | [removed: (75)] [added: (47)] | | | | | | [removed: (42)] [added: (75)] | | | | | | [removed: (87)] [added: (42)] | | |

| Total Other (Income) Expense | | | [removed: 317] [added: 329] | | | | | | [removed: 283] [added: 317] | | | | | | [removed: 261] [added: 283] | | |

| Income (Loss) before Income Taxes | | | [removed: 1,092] [added: 769] | | | | | | [removed: (678)] [added: 1,092] | | | | | | [removed: 4,149] [added: (678)] | | |

| Income Tax Expense (Benefit) | | | [removed: 270] [added: 262] | | | | | | [removed: (29)] [added: 270] | | | | | | [removed: 900] [added: (29)] | | |

| Net Income (Loss) | | | [removed: 822] [added: 507] | | | | | | [removed: (649)] [added: 822] | | | | | | [removed: 3,249] [added: (649)] | | |

| Less: Net Income (Loss) Attributable to Noncontrolling Interests | | | [removed: 22] [added: 33] | | | | | | [removed: (1)] [added: 22] | | | | | | [removed: 11] [added: (1)] | | |

| Net Income (Loss) Attributable to Tyson | | | $ | [removed: 800] [added: 474] | | | | | $ | [removed: (648)] [added: 800] | | | | | $ | [removed: 3,238] [added: (648)] | |

| Class A Basic | | | $ | [removed: 2.31] [added: 1.37] | | | | | $ | [removed: (1.87)] [added: 2.31] | | | | | $ | [removed: 9.18] [added: (1.87)] | |

| Class B Basic | | | $ | [removed: 2.06] [added: 1.22] | | | | | $ | [removed: (1.68)] [added: 2.06] | | | | | $ | [removed: 8.25] [added: (1.68)] | |

| Diluted | | | $ | [removed: 2.25] [added: 1.33] | | | | | $ | [removed: (1.87)] [added: 2.25] | | | | | $ | [removed: 8.92] [added: (1.87)] | |

| Net Income (Loss) | | | $ | [removed: 822] [added: 507] | | | | | $ | [removed: (649)] [added: 822] | | | | | $ | [removed: 3,249] [added: (649)] | |

| Derivatives accounted for as cash flow hedges | | | [removed: (5)] [added: (7)] | | | | | | [removed: 2] [added: (5)] | | | | | | [removed: 1] [added: 2] | | |

| Investments | | | [removed: 4] [added: —] | | | | | | [removed: 1] [added: 4] | | | | | | [removed: (7)] [added: 1] | | |

| Currency translation | | | [removed: 100] [added: (4)] | | | | | | [removed: 29] [added: 100] | | | | | | [removed: (162)] [added: 29] | | |

| Postretirement benefits | | | [removed: (9)] [added: 4] | | | | | | [removed: 5] [added: (9)] | | | | | | [removed: 43] [added: 5] | | |

| Total Other Comprehensive Income (Loss), Net of Taxes | | | [removed: 90] [added: (7)] | | | | | | [removed: 37] [added: 90] | | | | | | [removed: (125)] [added: 37] | | |

| Comprehensive Income (Loss) | | | [removed: 912] [added: 500] | | | | | | [removed: (612)] [added: 912] | | | | | | [removed: 3,124] [added: (612)] | | |

| Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests | | | [removed: 36] [added: 33] | | | | | | [removed: (1)] [added: 36] | | | | | | [removed: 11] [added: (1)] | | |

| Comprehensive Income (Loss) Attributable to Tyson | | | $ | [removed: 876] [added: 467] | | | | | $ | [removed: (611)] [added: 876] | | | | | $ | [removed: 3,113] [added: (611)] | |

| | | | September [added: 27, 2025 | | | | | | September] 28, 2024 | | | | | | September 30, 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 1,717] [added: 1,229] | | | | | $ | [removed: 573] [added: 1,717] | |

| Accounts receivable, net | | | [removed: 2,406] [added: 2,524] | | | | | | [removed: 2,476] [added: 2,406] | | |

| Inventories | | | [removed: 5,195] [added: 5,681] | | | | | | [removed: 5,328] [added: 5,195] | | |

| Other current assets | | | [removed: 433] [added: 482] | | | | | | [removed: 345] [added: 433] | | |

| Total Current Assets | | | [removed: 9,751] [added: 9,916] | | | | | | [removed: 8,722] [added: 9,751] | | |

| Net Property, Plant and Equipment | | | [removed: 9,442] [added: 9,204] | | | | | | [removed: 9,634] [added: 9,442] | | |

| Goodwill | | | [removed: 9,819] [added: 9,469] | | | | | | [removed: 9,878] [added: 9,819] | | |

| Intangible Assets, net | | | [removed: 5,875] [added: 5,624] | | | | | | [removed: 6,098] [added: 5,875] | | |

| Other Assets | | | [removed: 2,213] [added: 2,445] | | | | | | [removed: 1,919] [added: 2,213] | | |

| Total Assets | | | $ | [removed: 37,100] [added: 36,658] | | | | | $ | [removed: 36,251] [added: 37,100] | |

| Current [removed: debt] [added: Debt] | | | [removed: $] [added: 55] | [removed: 74] | | | | | [removed: $] [added: 36] | [removed: 1,895] | |

| Net income (loss) | | | $ | 507 | | | | | $ | 822 | | | | | $ | (649) | |

| Gain on sale of storage facilities | | | (107) | | | | | | — | | | | | | — | | |

| Proceeds from sale of storage facilities | | | 252 | | | | | | — | | | | | | — | | |

Additionally, during the third quarter of fiscal 2025, our Beef reporting unit experienced lower than anticipated supply of market-ready cattle and an increased carrying value primarily associated with higher cattle costs.

Also, our forecasts indicated the timing of the recovery of market-ready cattle associated with the anticipated cattle herd rebuilding would be longer than previously estimated.

Consequently, we determined the fair value of our Beef reporting unit was more likely than not less than the carrying value and performed a quantitative assessment.

Based on this quantitative assessment, we recognized a $343 million goodwill impairment charge to fully impair the remaining goodwill of the Beef reporting unit.

Changes in the amounts outstanding on our supplier financing programs were (in millions):

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | | | | September 27, 2025 | | |

| Confirmed obligations outstanding at the beginning of year | | | | | | $ | 45 | |

| Invoices confirmed | | | | | | 288 | | |

| Confirmed invoices paid | | | | | | (281) | | |

| Confirmed obligations outstanding at the end of year | | | | | | $ | 52 | |

In September 2025, the Financial Accounting Standards Board (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.

Amendments can be applied using a prospective transition approach, a modified transition approach, or a retrospective transition approach.

We adopted this guidance and included the required disclosure in the notes to our annual consolidated financial statements for our fiscal year ending September 27, 2025.

We adopted the rollforward requirement in the notes to our annual consolidated financial statements for the fiscal year ended September 27, 2025.

| | | | 2025 | | | | | | 2024 | | |

| | | | 20,387 | | | | | | 19,963 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sale of business | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | | | | | (4) | | | | | | | | |

| Impairment losses | | | (343) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (343) | | | | | | | | |

| Balance at September 27, 2025(a) | | | $ | — | | | | | $ | 423 | | | | | $ | 3,001 | | | | | $ | 5,891 | | | | | $ | 154 | | | | | $ | 9,469 | | | | | | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | |

| 2031 and beyond | | | 268 | | | | | | 20 | | |

Network Optimization Plan

During fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network.

We are reporting on actions approved through the end of fiscal 2025 as we are currently unable to make an estimate of the cost of the entire network optimization plan.

We anticipate recognizing total pretax charges of $86 million related to the actions approved through September 27, 2025, which include $99 million of charges that have resulted or will result in cash outflows and $94 million of non-cash charges, partially offset by $107 million gain recognized from the sale of storage facilities.

Additionally, we have received $252 million in proceeds associated with the sale of storage facilities during fiscal 2025.

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.

In fiscal 2025, we recognized net charges of $45 million related to the network optimization plan, which included a gain of $107 million from the sale of storage facilities.

The charges primarily included the closure of two facilities in the Prepared Foods segment, a non-harvesting facility closure in the Beef segment, and asset write-offs in the Chicken and Prepared Foods segments and International/Other, as well as severance and related costs and contract and lease termination costs.

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Increase (decrease) in interest payable | | | — | | | | | | — | | | | | | (13) | | |

Additionally, we can elect to forgo the qualitative assessment and perform the quantitative test.

For our indefinite life intangible assets, a qualitative assessment can also be performed to determine whether the existence of events and circumstances indicates it is more likely than not an intangible asset is impaired.

Similar to goodwill, we can also elect to forgo the qualitative test for indefinite life intangible assets and perform the quantitative test.

Upon performing the quantitative test, if the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

We consider indefinite life intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment.

Our reporting units with heightened risk of future impairments with $3.3 billion carrying value at September 28, 2024, as well as the brand with $0.5 billion carrying value, as described above, all have less than 20% of excess fair value above carrying value as of the date of the most recent estimated fair value determination with our Beef reporting unit having less than 10% excess fair value above carrying value.

Consequently, their estimated fair values, especially our Beef reporting unit, remain highly sensitive to future discount rate increases, changing macro-economic conditions and achievement of projected long-term operating margins.

Discount rates decreased by approximately 50 basis points from the date of our annual impairment assessment to September 28, 2024.

Changes in market value of derivatives used in our risk management activities surrounding inventories on hand or anticipated purchases of inventories are recorded in Cost of Sales.

Supplier financing program disclosures are omitted as they are deemed immaterial.

In March 2024, the SEC issued a final rule that will require registrants to provide certain climate-related information in their registration statements and annual reports.

However, the SEC has issued a stay on the final rule due to legal challenges, and the effective date has been delayed indefinitely.

This disclosure requirement did not have a material impact on our consolidated financial statements.

In September 2022, the FASB issued guidance that requires additional disclosures for supplier finance programs to allow users to better understand the nature, activity and potential magnitude of the programs.

The guidance, except for a requirement for rollforward information, is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2022, our fiscal 2024.

Disclosure of rollforward information is effective for fiscal years beginning after December 15, 2023, our fiscal 2025.

Early adoption is permitted and the retrospective transition method should be applied for all amendments except rollforward information, which should be applied prospectively.

We elected to early adopt the initial disclosure requirement for the fiscal year ended September 30, 2023, and it did not have a material impact on our consolidated financial statements.

In the fourth quarter of fiscal 2022, we acquired a 35% minority interest in a South American-based fully integrated poultry company for approximately $100 million.

We are accounting for the investment under the equity method.

| | | | 19,963 | | | | | | 19,700 | | |

| Balance at October 1, 2022 (a) | | | $ | 676 | | | | | $ | 423 | | | | | $ | 3,273 | | | | | $ | 5,784 | | | | | $ | 357 | | | | | $ | 10,513 | |

| Acquisitions | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 118 | | | | | $ | 19 | | | | | $ | 137 | |

| Measurement period adjustments | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (13) | | | | | $ | — | | | | | $ | (13) | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2025 | | | $ | 197 | | | | | $ | 40 | |

| 2030 and beyond | | | 187 | | | | | | 20 | | |

The following table reflects the total pretax expenses associated with the 2022 Program (in millions):

| Total 2022 Program | | | $ | 53 | | $ | 17 | | $ | 24 | | $ | 109 | | $ | 18 | | $ | 221 | | | | |

| Professional and other fees | | | — | | | — | | | — | | | — | | | — | | | — | | | | | |

| Severance costs | | | $ | 16 | | $ | 5 | | $ | 6 | | $ | 36 | | $ | 3 | | $ | 66 | | | | |

| Relocation and related costs | | | — | | | — | | | — | | | — | | | — | | | — | | | | | |

| Contract and lease terminations | | | — | | | — | | | — | | | — | | | — | | | — | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Based on that evaluation, the CEO and CFO concluded that, as of September [removed: 28, 2024,] [added: 27, 2025,] our disclosure controls and procedures were effective.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September [removed: 28, 2024.][added: 27, 2025.]

Based on this evaluation under the framework in *Internal Control - Integrated Framework* (2013) issued by COSO, management concluded the Company’s internal control over financial reporting was effective as of September [removed: 28, 2024.][added: 27, 2025.]

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, who has audited the fiscal [removed: 2024] [added: 2025] financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of the Company’s internal control over financial reporting as of September [removed: 28, 2024] [added: 27, 2025] as stated in its report which appears in Part II, Item 8 of this Annual Report on Form 10-K.

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 September [removed: 28, 2024] [added: 27, 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the three months ended September [removed: 28, 2024,] [added: 27, 2025,] none of the Company’s directors or executive officers [removed: adopted] [added: adopted, modified] or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

See information set forth under the captions “Election of Directors” and “Board of Directors and Corporate Governance Information” in the Company’s definitive Proxy Statement for the Company’s Annual Meeting of Shareholders to be held February [removed: 6, 2025] [added: 5, 2026] (the “Proxy Statement”), which information is incorporated herein by reference.

See the information set forth under the captions “Executive Compensation,” “Director Compensation For Fiscal Year [removed: 2024,”] [added: 2025,”] “Compensation Discussion and Analysis,” “Report of the Compensation and Leadership Development Committee” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement, which information is incorporated herein by reference.

The following information reflects certain information about our equity compensation plans as of September [removed: 28, 2024:][added: 27, 2025:]

(a) Shares of Class A Common Stock available for future issuance as of September [removed: 28, 2024,] [added: 27, 2025,] under the Stock Incentive Plan [removed: (3,885,823),] [added: (8,769,043),] the Employee Stock Purchase Plan (6,994,887) and the Retirement Savings Plan (7,647,608).

| Equity compensation plans approved by security holders | | | 7,470,159 | | | | | | $ | 65.19 | | | | | 23,411,538 | | |

| Total | | | 7,470,159 | | | | | | $ | 65.19 | | | | | 23,411,538 | | |

| Equity compensation plans approved by security holders | | | 7,114,663 | | | | | | $ | 64.02 | | | | | 18,528,318 | | |

| Total | | | 7,114,663 | | | | | | $ | 64.02 | | | | | 18,528,318 | | |

Consolidated Statements of Income for the three years ended September [removed: 28, 2024][added: 27, 2025]

Consolidated Statements of Comprehensive Income for the three years ended September [removed: 28, 2024][added: 27, 2025]

Consolidated Balance Sheets at September [removed: 28, 2024,] [added: 27, 2025,] and September [removed: 30, 2023][added: 28, 2024]

Consolidated Statements of Shareholders’ Equity for the three years ended September [removed: 28, 2024][added: 27, 2025]

Consolidated Statements of Cash Flows for the three years ended September [removed: 28, 2024][added: 27, 2025]

Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts for the three years ended September [removed: 28, 2024][added: 27, 2025]

| 3.1 | | | | | | [Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 1998, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/0000100493-98-000013.txt) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/0000100493-98-000013.txt)] | | |

| 3.2 | | | | | | [Sixth Amended and Restated By-Laws of the Company (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 12, 2020, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000043/tsn20208kexh-31.htm) | | | [removed: | | |]

| 4.1 | | | | | | [Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (previously filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K for the period ended September 28, 2019, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049319000118/tsn2019q4exh-41.htm) | | | [removed: | | |]

| 4.2 | | | | | | [Indenture dated June 1, 1995, by and between the Company and The Chase Manhattan Bank, N.A., as Trustee (the “Company Indenture”) (previously filed as Exhibit 4 to Registration Statement on Form S-3, filed with the Commission on December 18, 1997, Registration No. 333-42525, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/0000100493-97-000014.txt) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/0000100493-97-000014.txt)] | | |

| 4.3 | | | | | | [Form of 7.0% Note due January 15, 2028, issued under the Company Indenture (previously filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended December 27, 1997, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/0000100493-98-000007.txt) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/0000100493-98-000007.txt)] | | |

| 4.4 | | | | | | [Supplemental Indenture dated as of June 13, 2012, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 13, 2012, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312512269017/d366141dex41.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000119312512269017/d366141dex41.htm)] | | |

| 4.5 | | | | | | [Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex46.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex46.htm)] | | |

| 4.6 | | | | | | [Form of 4.875% Senior Note due 2034 (included in Exhibit 4.6 to the Company's Current Report on Form 8‑K filed August 8, 2014, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex46.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex46.htm)] | | |

| 4.7 | | | | | | [Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex48.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex48.htm)] | | |

| 4.8 | | | | | | [Form of 5.15% Senior Note due 2044 (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8‑K filed August 8, 2014, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex48.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex48.htm)] | | |

| 4.9 | | | | | | Indenture dated October 2, 1990, between Sara Lee Corporation and Continental Bank, N.A., as Trustee (the “Sara Lee Indenture”) (previously filed as Exhibit 4.1 to Amendment No. 1 to Registration Statement No. 33-33603 on Form S-3 by Sara Lee Corporation, predecessor in interest to The Hillshire Brands Company, filed with the Commission on October 5, 1990, and incorporated herein by reference). | | | [removed: | | |]

| 4.10 | | | | | | [Form of 61/8% Notes due 2032 issued pursuant to the Sara Lee Indenture (previously filed as Exhibit 4.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049314000220/tsn2014q4exh-425.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049314000220/tsn2014q4exh-425.htm)] | | |

| 4.11 | | | | | | [Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.2 to the Company's Current Report on Form 8-k filed on June 2, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0402.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0402.htm)] | | |

| 4.12 | | | | | | [Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0404.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0404.htm)] | | |

| 4.13 | | | | | | [Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0406.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0406.htm)] | | |

| 4.14 | | | | | | [Form of 3.55% Senior Notes due 2027 (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0406.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0406.htm)] | | |

| 4.15 | | | | | | [Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0408.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0408.htm)] | | |

| 4.16 | | | | | | [Form of 4.55% Senior Notes due 2047 (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0408.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0408.htm)] | | |

| 4.17 | | | | | | [Supplemental Indenture, dated September 28, 2018, by and between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0402.htm) | | |] [added: reference](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0402.htm)[)](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0402.htm)[.](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0402.htm)] | | |

| 4.18 | | | | | | [Supplemental Indenture, dated September 28, 2018, by and between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm) | | |] [added: reference](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)[)](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)[.](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)] | | |

| 4.19 | | | | | | [Form of 5.100% Senior Notes due 2048 (previously filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm) | | | [removed: | | |]

| [removed: 4.20] [added: 4.24] | | | | | | [Supplemental Indenture, dated March 8, 2024, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as trustee, for the Senior Notes due 2029 (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 8, 2024, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000114036124012356/ny20021527x5_ex4-2.htm) | | | [removed: | | |]

| [removed: 4.21] [added: 4.25] | | | | | | [Form of 5.400% Senior Note due 2029 (previously filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed March 8, 2024, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000114036124012356/ny20021527x5_ex4-2.htm) | | | [removed: | | |]

| [removed: 4.22] [added: 4.26] | | | | | | [Supplemental Indenture, dated March 8, 2024, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, for the Senior Notes due 2034 (previously filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed March 8, 2024, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000114036124012356/ny20021527x5_ex4-4.htm) | | | [removed: | | |]

| [removed: 4.23] [added: 4.27] | | | | | | [Form of 5.700% Senior Note due 2034 (previously filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed March 8, 2024, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000114036124012356/ny20021527x5_ex4-4.htm) | | | [removed: | | |]

| 10.1 | | | | | | [Revolving Credit Agreement, dated [removed: September 30, 2021,] [added: April 15, 2025,] among Tyson Foods, Inc., the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed [removed: with the Securities and Exchange Commission on October 4, 2021,] [added: April 18, 2025,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049321000113/revolvingcreditagreement93.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049325000049/tyson_creditagreementx2025.htm)] | | |

| [removed: 10.2] [added: 10.10] | | | [added: *] | | | [removed: [First Amendment to the Revolving Credit Agreement, dated as] [added: [Form] of [removed: November 9, 2022, among] [added: Indemnity Agreement between] Tyson Foods, Inc. and [removed: JPMorgan Chase Bank, N.A., as administrative agent] [added: its directors and certain executive officers] (previously filed as Exhibit [removed: 10.2] [added: 10.13] to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the fiscal year ended October [removed: 1, 2022,] [added: 3, 2020,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049322000097/tsn2022q4exh-102.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000132/tsn2020q4exh-1013.htm)] | | |

| [removed: 10.3] [added: 10.2] | | | [removed: *] | | | [Term Loan Agreement, dated May 3, 2023, among Tyson Foods, Inc., the lenders party thereto, [removed: Bank of America, N.A.] [added: CoBank ACB,] as administrative agent, and [removed: BofA Securities Inc.] [added: CoBank FCB,] as [added: sole] lead arranger (previously filed as Exhibit [removed: 10.3] [added: 10.4] to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049323000067/tsn2023q2exh-103.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049323000067/tsn2023q2exh-104.htm)] | | |

| [removed: 10.4] [added: 10.21] | | | * | | | [removed: [Term Loan Agreement, dated May 3, 2023, among] [added: [Form of Stock Options (Directors) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the] Tyson Foods, [removed: Inc., the lenders party thereto, CoBank ACB, as administrative agent, and CoBank FCB, as sole lead arranger] [added: Inc. Stock Incentive Plan effective November 17, 2023] (previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended [removed: April 1,] [added: December 30,] 2023, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049323000067/tsn2023q2exh-104.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049324000014/tsn2024q1exh-104.htm)] | | |

| 10.5 | | | * | | | [removed: [Amended and Restated Term Loan] [added: [Amendment to Employment] Agreement, [removed: dated June 26,] [added: effective as of August 1,] 2024, [added: by and] between the Company and [removed: Bank of America, N.A., as lender and administrative agent.] [added: Donnie King] (previously filed as Exhibit 10.1 to the Company’s [removed: current report] [added: Quarterly Report] on Form [removed: 8-K, dated] [added: 10-Q for the period ended] June [removed: 26,] [added: 29,] 2024, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049324000091/a62824ex101foramendedterml.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049324000103/tsn2024q3exh-101.htm)] | | |

| [removed: 10.6] [added: 10.3] | | | * | | | [Second Amended and Restated Employment Agreement, dated November 9, 2017, by and between the Company and John Tyson (previously filed as Exhibit 10.76 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049317000133/tsn2017q4exh-1076.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049317000133/tsn2017q4exh-1076.htm)] | | |

| [removed: 10.7] [added: 10.4] | | | * | | | [Employment Agreement, effective as of June 2, 2021, by and between the Company and Donnie King (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2021, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049321000087/employmentagreement62218k.htm) | | | [removed: | | |]

| [removed: 10.8] [added: 10.6] | | | * | | | [removed: [Amendment to Employment] [added: [Consulting] Agreement, [removed: effective as of August] [added: dated February] 1, 2024, [removed: by and] between the Company and [removed: Donnie King] [added: Noel W. White] (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended [removed: June 29,] [added: March 30,] 2024, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049324000103/tsn2024q3exh-101.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049324000069/tsn2024q2exh-101.htm)] | | |

| [removed: 10.9] [added: 10.17] | | | * | | | [removed: [Release Agreement dated] [added: [Executive Severance Plan,] as [removed: of January 17, 2023 between Tyson Foods, Inc.] [added: amended] and [removed: Scott Spradley] [added: restated effective October 1, 2023] (previously filed as Exhibit [removed: 10.1] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049323000025/tsn2023q1exh-101.htm) | | |] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049323000025/tsn2023q1exh-102.htm)] | | |

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| 4.20 | | | | | | [Supplemental Indenture, dated February 19, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 19, 2019, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010319002069/dp102386_ex0402.htm) | | |

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| 4.22 | | | | | | [Supplemental Indenture, dated February 19, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on February 19, 2019, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/100493/000095010319002069/dp102386_ex0404.htm) | | |

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| 4.23 | | | | | | [Form of 4.350% Senior Notes due 2029 (previously filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on February 19, 2019, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010319002069/dp102386_ex0404.htm) | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.64 | | | * | | | [Form of Stock Options (CEO Special) - Stock Incentive Aware Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 5, 2020 (previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049321000015/tsn2021q1exh-104.htm) | | | | | |

| 10.65 | | | | | | [Form of Performance Shares – Return on Invested Capital (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 19, 2021 (previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended January 1, 2022, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049322000016/tsn2022q1exh-102.htm) | | | | | |

| 10.66 | | | | | | [Form of Performance Shares – Return on Invested Capital (Contracted) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 19, 2021 (previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended January 1, 2022, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049322000016/tsn2022q1exh-103.htm) | | | | | |

| 2022 | | | | | | 25 | | | | | | 6 | | | | | | — | | | | | | (2) | | | | | | 29 | | |

| 2022 | | | | | | 47 | | | | | | 36 | | | | | | — | | | | | | (23) | | | | | | 60 | | |

| 2022 | | | | | | 151 | | | | | | 44 | | | | | | — | | | | | | — | | | | | | 195 | | |

| | | | By: | | | /s/ Curt T. Calaway | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| | | | By: | | | /s/ Lori J. Bondar | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ John H. Tyson | | | | | | Chairman of the Board of Directors | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Les R. Baledge | | | | | | Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Mike Beebe | | | | | | Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Lori J. Bondar | | | | | | Senior Vice President and Chief Accounting Officer | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Maria Claudia Borras | | | | | | Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ David J. Bronczek | | | | | | Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Curt T. Calaway | | | | | | Chief Financial Officer | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Donnie King | | | | | | President, Chief Executive Officer, and Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Maria N. Martinez | | | | | | Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Kevin M. McNamara | | | | | | Vice Chairman of the Board of Directors and Lead Independent Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Cheryl S. Miller | | | | | | Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Kate B. Quinn | | | | | | Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Jeffrey K. Schomburger | | | | | | Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Barbara A. Tyson | | | | | | Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Noel White | | | | | | Director | | | | | | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ Sarah Bond | | | | | | Director | | | | | | November 10, 2025 | | |

| Sarah Bond | | | | | | | | | | | | | | |

| /s/ John R. Tyson | | | | | | Director | | | | | | November 10, 2025 | | |

| John R. Tyson | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Olivia L. Tyson | | | | | | Director | | | | | | November 10, 2025 | | |

| Olivia L. Tyson | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Jonathan D. Mariner | | | | | | Director | | | | | | November 12, 2024 | | |

| Jonathan D. Mariner | | | | | | | | | | | | | | |