Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We have, issued and outstanding, two classes of capital stock, Class A stock and Class B stock. Holders of Class B stock may convert such stock into Class A stock on a share-for-share basis. Holders of Class B stock are entitled to 10 votes per share and holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of October 25, 2025, there were approximately 24,000 holders of record of our Class A stock and six holders of record of our Class B stock.

DIVIDENDS

Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. In fiscal 2025, the annual dividend rate for Class A stock was $2.00 per share and the annual dividend rate for Class B stock was $1.80 per share. Effective November 7, 2025, the Board of Directors increased the quarterly dividend previously declared on August 7, 2025, to $0.51 per share on our Class A common stock and $0.459 per share on our Class B common stock. The increased quarterly dividend is payable on December 15, 2025, to shareholders of record at the close of business on December 1, 2025. The Board also declared on November 7, 2025 a quarterly dividend of $0.51 per share on our Class A common stock and $0.459 per share on our Class B common stock, payable on March 13, 2026, to shareholders of record at the close of business on February 27, 2026. We anticipate the remaining quarterly dividends in fiscal 2026 will be $0.51 and $0.459 per share of our Class A and Class B stock, respectively. This results in an annual dividend rate in fiscal 2026 of $2.04 for Class A shares and $1.836 for Class B shares, or a 2% increase compared to the fiscal 2025 annual dividend rate. We have paid uninterrupted quarterly dividends on common stock each year since 1977.

MARKET INFORMATION

Our Class A stock is traded on the New York Stock Exchange under the symbol “TSN.” No public trading market currently exists for our Class B stock.

ISSUER PURCHASES OF EQUITY SECURITIES

The table below provides information regarding our purchases of Class A stock during the periods indicated.

PeriodTotal Number of Shares Purchased (2)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
Jun. 29, 2025 to Jul. 26, 20253,237$54.83—6,883,350
Jul. 27, 2025 to Aug. 30, 20251,544,21356.251,525,98948,357,361
Aug. 31, 2025 to Sept. 27, 20251,184,48256.131,160,16247,197,199
Total2,731,932$56.202,686,15147,197,199

(1)On February 7, 2003, our Board of Directors approved a program to repurchase up to 25 million shares of Class A common stock from time to time in open market or privately negotiated transactions. Additionally, our Board of Directors approved increases to the number of shares authorized to repurchase under the program of 43 million shares on August 7, 2025, 50 million shares on February 5, 2016, 25 million shares on January 30, 2014, and 35 million shares on May 3, 2012. The program has no fixed or scheduled termination date.

(2)We purchased 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.

(3)We purchased 3.1 million shares during the twelve months ended September 27, 2025 pursuant to our previously announced stock repurchase program.

PERFORMANCE GRAPH

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

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Fiscal Years Ended
10/3/2010/2/2110/1/229/30/239/28/249/27/25
Tyson Foods, Inc.$100.00$135.32$116.46$92.24$112.99$106.07
S&P 500 Index100.00132.04110.33134.15182.10213.54
S&P 500 Consumer Staples Index100.00111.73111.35119.53149.63149.94

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 2020, is presented for each of the periods for the Company, the S&P 500 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, and the S&P 500 Consumer Staples Index. The stock price performance of the Company’s Class A common stock shown in the above graph is not necessarily indicative of future stock price performance.

The information in this “Performance Graph” section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934.

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