Tyson Foods 10-Q 2025-12-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 27, 2025

or

☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

001-14704

(Commission File Number)

______________________________________________

TYSON FOODS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________

			Delaware									71-0225165
			(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
			2200 West Don Tyson Parkway,
			Springdale,			Arkansas						72762-6999
			(Address of Principal Executive Offices)									(Zip Code)
						(479)			290-4000
(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class									Trading Symbol			Name of Each Exchange on Which Registered
Class A Common Stock			Par Value			$0.10			TSN			New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer						☒						Accelerated Filer						☐
Non-Accelerated Filer						☐						Smaller Reporting Company						☐
												Emerging Growth Company						☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of December 27, 2025.

Class						Outstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)						282,069,961
Class B Common Stock, $0.10 Par Value (Class B stock)						70,009,005

Class B stock is not listed for trading on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

						PAGE
Item 1.			Financial Statements
			Consolidated Condensed Statements of Income for the Three Months Ended December 27, 2025, and December 28, 2024			1
			Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended December 27, 2025, and December 28, 2024			2
			Consolidated Condensed Balance Sheets as of December 27, 2025, and September 27, 2025			3
			Consolidated Condensed Statements of Shareholders’ Equity for the Three Months Ended December 27, 2025, and December 28, 2024			4
			Consolidated Condensed Statements of Cash Flows for the Three Months Ended December 27. 2025, and December 28, 2024			5
			Notes to Consolidated Condensed Financial Statements			6
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			36
Item 4.			Controls and Procedures			38

PART II. OTHER INFORMATION

Item 1.			Legal Proceedings			38
Item 1A.			Risk Factors			38
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			39
Item 3.			Defaults Upon Senior Securities			39
Item 4.			Mine Safety Disclosures			39
Item 5.			Other Information			39
Item 6.			Exhibits			39
SIGNATURES						41

PART I. FINANCIAL INFORMATION

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)

			Three Months Ended
			December 27, 2025						December 28, 2024
Sales			$	14,313					$	13,623
Cost of Sales			13,505						12,528
Gross Profit			808						1,095
Selling, General and Administrative			506						515
Operating Income			302						580
Other (Income) Expense:
Interest income			(13)						(25)
Interest expense			104						120
Other, net			84						7
Total Other (Income) Expense			175						102
Income before Income Taxes			127						478
Income Tax Expense			37						112
Net Income			90						366
Less: Net Income Attributable to Noncontrolling Interests			5						7
Net Income Attributable to Tyson			$	85					$	359
Net Income Per Share Attributable to Tyson:
Class A Basic			$	0.25					$	1.03
Class B Basic			$	0.22					$	0.93
Diluted			$	0.24					$	1.01

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

			Three Months Ended
			December 27, 2025						December 28, 2024
Net Income			$	90					$	366
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges			21						3
Investments			—						(2)
Currency translation			32						(105)
Total Other Comprehensive Income (Loss), Net of Taxes			53						(104)
Comprehensive Income			143						262
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests			10						—
Comprehensive Income Attributable to Tyson			$	133					$	262

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions, except share and per share data)

(Unaudited)

			December 27, 2025						September 27, 2025
Assets
Current Assets:
Cash and cash equivalents			$	1,278					$	1,229
Accounts receivable, net			2,429						2,524
Inventories			5,406						5,681
Other current assets			399						482
Total Current Assets			9,512						9,916
Net Property, Plant and Equipment			9,064						9,204
Goodwill			9,474						9,469
Intangible Assets, net			5,577						5,624
Other Assets			2,392						2,445
Total Assets			$	36,019					$	36,658
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt			$	909					$	909
Accounts payable			2,723						2,601
Other current liabilities			2,571						2,879
Total Current Liabilities			6,203						6,389
Long-Term Debt			7,453						7,921
Deferred Income Taxes			2,205						2,195
Other Liabilities			1,995						1,926
Commitments and Contingencies (Note 14)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 378 million shares			38						38
Convertible Class B-authorized 900 million shares, issued 70 million shares			7						7
Capital in excess of par value			4,693						4,686
Retained earnings			18,553						18,647
Accumulated other comprehensive income (loss)			(143)						(191)
Treasury stock, at cost – 95 million shares at December 27, 2025 and September 27, 2025			(5,125)						(5,102)
Total Tyson Shareholders’ Equity			18,023						18,085
Noncontrolling Interests			140						142
Total Shareholders’ Equity			18,163						18,227
Total Liabilities and Shareholders’ Equity			$	36,019					$	36,658

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)

			Three Months Ended

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OBJECTIVE

The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’s perspective and should be read in conjunction with the consolidated condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and within the Company’s Annual Report on Form 10-K filed for the fiscal year ended September 27, 2025. Our objective is to also provide discussion of events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or of future financial condition and to offer information that provides understanding of our financial condition, cash flows and results of operations.

RESULTS OF OPERATIONS

Segment Changes

We operate in five reportable segments: Beef, Pork, Chicken, Prepared Foods and International. We measure segment profit as segment operating income (loss). Previously, International was a non-reportable segment and was presented within International/Other. Effective in the first quarter of fiscal 2026, International was identified as a reportable segment.

Our President and Chief Executive Officer is the Chief Operating Decision Maker ("CODM") of the Company. Commencing in the first quarter of fiscal 2026, we no longer allocate corporate expenses and amortization to our segments as these items are no longer used by our CODM in assessing the performance of, and allocating resources to, the segments. Segment operating income (loss) is now defined as Operating Income (Loss) less corporate expenses and amortization to account for these changes. Corporate expenses are unallocated general and administrative costs, including the costs of corporate functions, that are shared across multiple segments. Amortization includes amortization generated from intangible assets including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software. All prior period amounts have been recast to reflect the new presentation of segment operating income (loss).

Description of the Company

We are a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like FamilyTM and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, and affordably, now and for future generations. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials and feed ingredients; availability of team members to operate our production facilities; and operating efficiencies of our facilities.

Overview

General

Sales grew 5%, or $690 million in the first quarter of fiscal 2026, driven by increased sales in our Beef, Chicken and Prepared Foods segments, partially offset by decreased sales in our Pork and International segments. Operating income of $302 million for the first quarter of fiscal 2026 was down 48% as compared to the first quarter of fiscal 2025, as we experienced lower segment operating income in our Beef, Pork and Chicken segments, partially offset by higher segment operating income in our Prepared Foods segment and lower corporate expenses and amortization. In the first quarter of fiscal 2026, our operating income was impacted by $115 million of restructuring and related charges and $155 million of legal contingency accruals. In the first quarter of fiscal 2025, our operating income was impacted by $73 million of restructuring and related charges and $6 million in brand and product line discontinuation charges.

Market Environment

According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) remained relatively flat in the first quarter of fiscal 2026 as compared to the same period in fiscal 2025. The Beef segment continues to experience limited supply of market-ready cattle as well as increased cattle costs. Additionally, uncertainty exists regarding the timing of the anticipated cattle herd rebuilding. The Pork segment experienced sufficient supply of market-ready hogs and increased hog costs. The Chicken segment experienced reduced feed ingredient costs in the first three months of fiscal 2026. The Prepared Foods segment is currently experiencing increased raw material costs primarily due to higher meat costs. Additionally, the International segment is currently experiencing increased raw material costs.

We are subject to changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, and customs restrictions through our international sales and operations. Our exports account for less than 10% of our business, primarily composed of chicken leg quarters and paws, boxed beef and variety meats of all proteins. As a result of changes in trade policies and tariffs both domestically and internationally, we may experience some sales disruptions and other impacts associated with tariffs. There is uncertainty regarding the impact changes may have on the price and demand of our products in the affected countries, commodity pricing and other general economic conditions, and uncertainty in future changes that may have a material impact.

Margins

Our total operating margin was 2.1% in the first quarter of fiscal 2026. Segment operating margins were as follows:

• Beef – (5.5)%

• Pork – 3.1%

• Chicken – 10.7%

• Prepared Foods – 12.0%

• International – 7.0%

Strategy

We are a world-class food company and recognized leader in protein. Our strategy is to deliver margins in the core protein business by driving efficiencies and valuing-up offerings to better serve consumers; grow branded portfolio by innovating new occasions, categories and channels; and scale in international markets by delivering profitable value-added food offerings in high growth categories.

Commencing in fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network. In the first quarter of fiscal 2026, the Company approved additional actions under the network optimization plan, increasing the estimated total pretax charges by $140 million. This increase reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition to a single shift at another, as well as efforts to reduce support costs across all segments and corporate functions. As a result, we now expect to recognize total pretax net charges of $226 million for actions approved through December 27, 2025, which include $148 million of net charges that have resulted or will result in cash outflows and $185 million of non-cash charges, partially offset by $107 million gain recognized from the sale of storage facilities. Additionally, we have received $294 million in proceeds associated with the sale of storage facilities to date, of which, $42 million was received in the first quarter of fiscal 2026. Through the first quarter of fiscal 2026, we have recognized $162 million of the expected total pretax charges and estimate $64 million of charges will be incurred over future periods, including $44 million during the remainder of fiscal 2026. We expect to incur costs related to the network optimization plan over a multi-year period. We expect to incur additional charges in the future as additional actions are approved. For further description refer to Part I, Item I, Notes to the Consolidated Condensed Financial Statements, Note 5: Restructuring and Related Charges.

Summary of Results

Sales

in millions			Three Months Ended
			December 27, 2025						December 28, 2024
Sales			$	14,313					$	13,623
Change in sales volume			(0.3)		%
Change in average sales price			6.5		%
Sales growth			5.1		%

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume – Volumes were relatively flat, accounting for a $43 million reduction as decreased sales volume in our Beef and International segments was mostly offset by increased sales volume in our Pork, Chicken, and Prepared Foods segments.

• Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $883 million, driven by increased pricing in our Beef, Pork, Prepared Foods and International segments, partially offset by lower average sales prices in our Chicken segment.

• The above changes in average sales price exclude a $150 million reduction of Sales for the recognition of legal contingency accruals recorded in the first quarter of fiscal 2026.

Cost of Sales

in millions			Three Months Ended
			December 27, 2025						December 28, 2024
Cost of sales			$	13,505					$	12,528
Gross profit			808						1,095
Cost of sales as a percentage of sales			94.4		%				92.0		%

First quarter – Fiscal 2026 vs Fiscal 2025

• Cost of sales increased $977 million. Lower sales volume decreased cost of sales $40 million while higher input cost per pound increased cost of sales by $1,017 million.

• The $1,017 million impact of higher input cost per pound was impacted by:

• Increase in cattle costs of approximately $850 million in our Beef segment.

• Increase in raw material and other input costs of approximately $110 million in our Prepared Foods segment.

• Increase in hog costs of approximately $50 million in our Pork segment.

• Increase of $34 million related to restructuring and related charges.

• Decrease of approximately $50 million in our Chicken segment related to decreased feed ingredient costs.

• Remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes.

Selling, General and Administrative

in millions			Three Months Ended
			December 27, 2025						December 28, 2024
Selling, general and administrative expense			$	506					$	515
As a percentage of sales			3.5		%				3.8		%

First quarter – Fiscal 2026 vs Fiscal 2025

• Decrease of $9 million in selling, general and administrative was primarily driven by:

• Decrease of $13 million in team member costs.

• Decrease of $8 million in professional fees.

• Decrease of $7 million related to a gain on the sale of a corporate asset.

• Increase of $20 million in marketing, advertising and promotion expenses.

Interest (Income) Expense

in millions			Three Months Ended
			December 27, 2025						December 28, 2024
Interest income			$	(13)					$	(25)
Interest expense			104						120

First quarter – Fiscal 2026 vs Fiscal 2025

• The decrease in interest income for the three months ended December 27, 2025 was primarily due to average lower cash and cash equivalents held.

• The decrease in interest expense for the three months ended December 27, 2025 was primarily due to lower interest expense related to the repayment of term loans in fiscal 2025.

Other (Income) Expense, net

in millions			Three Months Ended
			December 27, 2025						December 28, 2024
Total other (income) expense, net			$	84					$	7

First quarter – Fiscal 2026

• Included $75 million of impairment of equity investments and $5 million of joint venture losses in the first quarter of fiscal 2026.

First quarter – Fiscal 2025

• Included $24 million of foreign exchange losses, partially offset by $12 million of joint venture earnings and $7 million of production facilities fire insurance proceeds.

Effective Tax Rate

			Three Months Ended
			December 27, 2025						December 28, 2024
			29.7		%				23.5		%

First quarter – Fiscal 2026 vs Fiscal 2025

• The effective tax rates for both periods were increased by state taxes and net unfavorable permanent book-to-tax differences, partially offset by various tax benefits. Additionally, the effective tax rate for the first quarter of fiscal 2026 was increased by estimated foreign withholding tax on the repatriation of earnings of foreign subsidiaries, and the effective tax rate for the first quarter of fiscal 2025 was decreased by the release of a $9 million valuation allowance on certain losses in the Netherlands due to newly enacted tax legislation.

Net Income Attributable to Tyson

in millions, except per share data			Three Months Ended
			December 27, 2025						December 28, 2024
Net income attributable to Tyson			$	85					$	359
Net income attributable to Tyson – per diluted share			0.24						1.01

First quarter – Fiscal 2026 – Net income attributable to Tyson included the following items:

• $155 million pretax, or ($0.33) per diluted share, of legal contingency accruals.

• $117 million pretax, or ($0.25) per diluted share, of restructuring and related charges.

• $73 million pretax, or ($0.15) per diluted share, related to an impairment of equity investments.

First quarter – Fiscal 2025 – Net income attributable to Tyson included the following items:

• $73 million pretax, or ($0.16) per diluted share, of restructuring and related charges.

• $6 million pretax, or ($0.01) per diluted share, of brand and product line discontinuation charges.

• $7 million pretax, or $0.04 per diluted share, of production facilities fire insurance proceeds.

Segment Results

We operate in five segments: Beef, Pork, Chicken, Prepared Foods and International. The following table is a summary of sales and segment operating income (loss), which is how we measure segment profit. Commencing in the first quarter of fiscal 2026, Segment operating income (loss) is defined as Operating Income (Loss) less corporate expenses and amortization to account for these changes. Corporate expenses are unallocated general and administrative costs, including the costs of corporate functions, that are shared across multiple segments. Amortization includes amortization generated from intangible assets including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software. All prior period amounts have been recast to reflect the new presentation of segment operating income (loss).

in millions			Sales
			Three Months Ended
			December 27, 2025						December 28, 2024
Beef			$	5,771					$	5,335
Pork			1,609						1,617
Chicken			4,212						4,065
Prepared Foods			2,673						2,473
International			582						584
Intersegment sales			(534)						(451)
Total			$	14,313					$	13,623

in millions			Segment Operating Income (Loss)
			Three Months Ended
			December 27, 2025						December 28, 2024
Beef			$	(319)					$	(26)
Pork			50						73
Chicken			450						460
Prepared Foods			322						297
International			41						41
Total			$	544					$	845
Corporate Expenses			(188)						(201)
Amortization			(54)						(64)
Operating Income (Loss)			$	302					$	580

Items affecting comparability include restructuring and related charges (including network optimization), plant closures and disposal charges (net of gains), goodwill and intangible impairments, brand and product line discontinuations, facility fire related costs (net of insurance proceeds), and certain non-ordinary course legal, regulatory and other matters. The following table is a summary of the expenses impacting comparability by segment, corporate expenses and amortization (in millions):

			Segment Operating Income (Loss)																		Operating Income (Loss)
			Beef			Pork			Chicken			Prepared Foods			Inter- national						Corporate Expenses			Amortiza- tion			Total
First Quarter of Fiscal 2026
Legal contingency accruals			$	90		$	60		$	—		$	—		$	5					$	—		$	—		$	155
Restructuring and related charges			86			1			9			16			—						3			—			115
First Quarter of Fiscal 2025
Restructuring and related charges			32			—			11			25			5						—			—			73
Brand and product line discontinuations			—			—			—			—			—						—			6			6

Beef Segment Results

in millions			Three Months Ended
			December 27, 2025						December 28, 2024						Change
Sales			$	5,771					$	5,335					$	436
Sales volume change															(7.3)		%
Average sales price change															17.2		%
Segment operating income (loss)			$	(319)					$	(26)					$	(293)
Segment operating margin			(5.5)		%				(0.5)		%

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume decreased due to lower head harvested related to reduced cattle availability, partially offset by higher average carcass weights.

• Average Sales Price - Average sales price increased primarily due to increased input costs and strong demand. The change in average sales price excludes a $90 million reduction of Sales from the recognition of a legal contingency accrual recorded in fiscal 2026.

• Segment Operating Income (Loss) - Segment operating loss increased due to compressed Beef margins and increased restructuring and related charges in addition to the recognition in the first quarter of fiscal 2026 of a legal contingency accrual and a $30 million inventory lower of cost or net realizable value adjustment.

Pork Segment Results

in millions			Three Months Ended
			December 27, 2025						December 28, 2024						Change
Sales			$	1,609					$	1,617					$	(8)
Sales volume change															1.6		%
Average sales price change															1.6		%
Segment operating income			$	50					$	73					$	(23)
Segment operating margin			3.1		%				4.5		%

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume increased due to higher head harvested and higher average carcass weights.

• Average Sales Price - Average sales price increased due to higher input costs and strong demand for our pork products. The change in average sales price excludes a $60 million reduction of Sales from the recognition of a legal contingency accrual recorded in fiscal 2026.

• Segment Operating Income - Segment operating income decreased in the first quarter of fiscal 2026 as the recognition of a legal contingency accrual, which was partially offset by $35 million of net derivative gains, more than offset the improved performance.

Chicken Segment Results

in millions			Three Months Ended
			December 27, 2025						December 28, 2024						Change
Sales			$	4,212					$	4,065					$	147
Sales volume change															3.7		%
Average sales price change															(0.1)		%
Segment operating income			$	450					$	460					$	(10)
Segment operating margin			10.7		%				11.3		%

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume increased primarily due to increased domestic production and reduced inventory levels.

• Average Sales Price - Average sales price remained relatively flat as the impact of pricing was mostly offset by mix.

• Segment Operating Income - Segment operating income decreased primarily due to lower pricing, partially offset by increased sales volumes and lower feed ingredient costs.

Prepared Foods Segment Results

in millions			Three Months Ended
			December 27, 2025						December 28, 2024						Change
Sales			$	2,673					$	2,473					$	200
Sales volume change															0.2		%
Average sales price change															7.9		%
Segment operating income			$	322					$	297					$	25
Segment operating margin			12.0		%				12.0		%

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume – Sales volume was a slight increase driven by growth in retail.

• Average Sales Price – Average sales price increased due to the pass through of increased raw material costs and sales channel mix.

• Segment Operating Income – Segment operating income increased primarily due to higher average sales price and improved operational execution, partially offset by increased raw material costs and increased marketing, advertising and promotional spend. The first quarter of fiscal 2026 segment operating income also benefited from reduced restructuring and related costs as compared to the first quarter of fiscal 2025.

International Segment Results

in millions			Three Months Ended
			December 27, 2025						December 28, 2024						Change
Sales			$	582					$	584					$	(2)
Sales Volume Change															(0.8)		%
Average Sales Price Change															0.5		%
Segment operating income			$	41					$	41					$	—
Segment operating margin			7.0		%				7.0		%

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales – Sales were relatively flat as the slight decrease in sales volumes was offset by average sales price.

• Segment Operating Income – Segment operating income remained flat primarily due to improved performance offset by increased costs. Segment operating income also benefited from lapping restructuring and related costs in fiscal 2025, offset by the recognition of a legal contingency accrual in fiscal 2026.

Corporate Expenses and Amortization

in millions			Three Months Ended
			December 27, 2025						December 28, 2024						Change
Corporate Expenses			$	(188)					$	(201)					$	13
Amortization			(54)						(64)						10

First quarter – Fiscal 2026 vs Fiscal 2025

• Corporate Expenses – Corporate expenses decreased primarily due to $13 million of lower team member costs and a $7 million gain on the sale of a corporate asset, partially offset by higher technology expenses.

• Amortization - Amortization decreased primarily due to the lapping of $6 million of accelerated amortization related to brand and product line discontinuation charges in the first quarter of fiscal 2025.

LIQUIDITY AND CAPITAL RESOURCES

Our cash needs for working capital, capital expenditures, growth opportunities, repurchases of senior notes, repayment of maturing debt, the payment of dividends and share repurchases are expected to be met with current cash on hand, cash flows provided by operating activities or short-term borrowings. Based on our current expectations, we believe our liquidity and capital resources will be sufficient to operate our business. However, we may take advantage of opportunities to generate additional liquidity or refinance existing debt through capital market transactions. The amount, nature and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.

Cash Flows from Operating Activities

in millions			Three Months Ended
			December 27, 2025						December 28, 2024
Net income			$	90					$	366
Non-cash items in net income			539						424
Net changes in operating assets and liabilities:
(Increase) decrease in accounts receivable			97						88
(Increase) decrease in inventories			181						57
Increase (decrease) in accounts payable			206						161
Increase (decrease) in income taxes payable/receivable			24						100
Net changes in other operating assets and liabilities			(195)						(165)
Net cash provided by operating activities			$	942					$	1,031

• Non-cash items in net income primarily included depreciation and amortization of $376 million and $348 million for the three months ended December 27, 2025 and December 28, 2024, respectively, and impairment of equity investments of $75 million for the three months ended December 27, 2025.

• Cash provided by operating activities for the first three months of fiscal 2026 was $942 million, a decrease of $89 million compared to the first three months of fiscal 2025, as the $161 million of lower earnings, net of non-cash items, was partially offset by a $72 million increase in cash provided by the net changes in operating assets and liabilities which was primarily impacted by:

• An increase of $124 million due to a decrease in inventory of $181 million in the first three months of fiscal 2026, compared to a decrease of $57 million in the first three months of fiscal 2025, primarily due to lower volume of livestock and decreased average cost of inventory.

Cash Flows from Investing Activities

in millions			Three Months Ended
			December 27, 2025						December 28, 2024
Additions to property, plant and equipment			$	(252)					$	(271)
Proceeds from sale of (purchases of) marketable securities, net			(1)						1
Proceeds from sale of storage facilities			42						—
Other, net			28						37
Net cash used for investing activities			$	(183)					$	(233)

• Additions to property, plant and equipment included spending for production growth, safety, animal well-being, new equipment, infrastructure replacements and upgrades to maintain competitive standing and position us for future opportunities.

• We expect capital expenditures of $0.7 billion to $1.0 billion in fiscal 2026. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repair.

• Proceeds from sale of storage facilities for the three months ended December 27, 2025 related to the sale of a Tyson-owned and operated cold storage facility.

Cash Flows from Financing Activities

in millions			Three Months Ended
			December 27, 2025						December 28, 2024
Proceeds from issuance of debt			$	23					$	22
Payments on debt			(509)						(42)
Purchases of Tyson Class A common stock			(47)						(15)
Dividends			(177)						(175)
Stock options exercised			6						15
Other, net			(14)						—
Net cash used for financing activities			$	(718)					$	(195)

• Payments on debt during the three months ended December 27, 2025 included a $440 million payment on the remaining balance of our term loan due May 2028 using cash on hand.

• Dividends paid during the three months ended December 27, 2025 reflected a 2% increase to our fiscal 2025 quarterly dividend rate.

Liquidity

in millions
			Commitments Expiration Date						Facility Amount						Outstanding Letters of Credit (no draw downs)						Amount Borrowed						Amount Available at December 27, 2025
Cash and cash equivalents																											$	1,278
Short-term investments																											—
Revolving credit facility			April 2030						$	2,500					$	—					$	—					2,500
Revolving term loan credit facility			December 2028						750						—						—						750
Commercial paper																											—
Total liquidity																											$	4,528

• Liquidity includes cash and cash equivalents, short-term investments, availability under our revolving credit facility and availability under our revolving term loan credit facility, less the outstanding commercial paper balance.

• At December 27, 2025, we had current debt of $909 million, which we intend to pay with our existing cash balance, cash generated from our operating activities and other existing or new liquidity sources.

• The revolving credit facility supports our short-term funding needs and also serves to backstop our commercial paper program. We had no borrowings under the revolving credit facility during the three months ended December 27, 2025.

• In the first quarter of fiscal 2026, we entered into a $750 million revolving term loan credit facility. The facility will mature and commitment thereunder will terminate in December 2028. The Company may make an election to convert all or part of the outstanding borrowings into one or more term loans that will mature up to seven years after the facility's maturity date. Interest on borrowings under the facility are based either on term or daily simple secured overnight financing rates, with an applicable spread, or an alternative base rate with an applicable spread. The facility contained covenants and other terms that are generally consistent with those of our revolving credit facility. We had no borrowings under the revolving term loan facility during the three months ended December 27, 2025.

• We expect net interest expense to approximate $370 million for fiscal 2026.

• Our ratio of short-term assets to short-term liabilities ("current ratio") was 1.5 to 1 at December 27, 2025 and 1.6 to 1 at September 27, 2025. The decrease in fiscal 2026 is primarily due to lower inventories.

• At December 27, 2025, $654 million of our cash was held in the international accounts of our foreign subsidiaries. Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs. We manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. We intend to repatriate excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest outside of the United States the remainder of cash held by foreign subsidiaries. We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.

Capital Resources

Credit and Term Loan Facilities

Cash flows from operating activities and cash on hand are our primary sources of liquidity for funding debt service, capital expenditures, dividends and share repurchases. We also have a revolving credit facility, with a committed capacity of $2.5 billion, to provide additional liquidity for working capital needs and to backstop our commercial paper program. Additionally, we have a revolving term loan credit facility, with committed capacity of $750 million, to also provide additional liquidity.

At December 27, 2025, amounts available for borrowing under our revolving credit and term loan facilities totaled $3.3 billion. Our revolving credit facility is funded by a syndicate of 17 banks, with commitments ranging from $50 million to $225 million per bank.

Commercial Paper Program

Our commercial paper program provides a low-cost source of borrowing to fund general corporate purposes including working capital requirements. The maximum borrowing capacity under the commercial paper program is $1.75 billion. The maturities of the notes may vary, but may not exceed 397 days from the date of issuance. As of December 27, 2025, we had no commercial paper outstanding under this program. Our ability to access commercial paper in the future may be limited or its costs increased.

Credit Ratings

Revolving Credit Facility

Standard & Poor’s Rating Services’, a Standard & Poor’s Financial Services LLC business (“S&P”), applicable rating is “BBB”. Moody’s Investor Service, Inc.’s (“Moody’s”) applicable rating is “Baa2”. The below table outlines the fees paid on the unused portion of the facility (“Facility Fee Rate”) and letter of credit fees and borrowings (“Borrowing Spread”) that corresponds to the applicable ratings levels from S&P and Moody’s. S&P's applicable rating is “BBB” and Moody’s applicable rating is “Baa2”.

Ratings Level (Moody’s/S&P)			Facility Fee Rate			Borrowing Spread
A3/A- or above			0.090		%	0.785		%
Baal/BBB+			0.100		%	0.900		%
Baa2/BBB (current level)			0.110		%	1.015		%
Baa3/BBB-			0.150		%	1.100		%
Ba1/BB+ or lower			0.200		%	1.175		%

Revolving Term Loan Credit Facility

The below table outlines the commitment fee on any unused borrowing capacity and the borrowing spread on the outstanding principal balance of our revolving term loan credit facility that corresponds to the applicable ratings levels from S&P and Moody’s and designated Tranche. Borrowings under the revolving term loan are separated into Tranche A, B, C or D with options to convert all or part of the outstanding borrowings into term loans that will mature one, three, five or seven years, respectively, after the facility's maturity date.

Ratings Level (Moody’s/S&P)			Commitment Fee			Tranche A and B Borrowing Spread			Tranche C Borrowing Spread			Tranche D Borrowing Spread
Baal/BBB+ or above			0.100		%	1.500		%	1.575		%	1.725		%
Baa2/BBB (current level)			0.110		%	1.600		%	1.700		%	1.850		%
Baa3/BBB-			0.150		%	1.725		%	1.825		%	1.975		%
Bal/BB+ or lower			0.200		%	1.975		%	2.075		%	2.225		%

In the event the rating levels fall within different levels, the applicable rate will be based upon the higher of the two Levels or, if there is more than a one-notch split between the two Levels, then the Applicable Rate will be based upon the Level that is one Level below the higher Level.

Debt Covenants

Our revolving credit facility and term loan credit facility contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain a minimum interest expense coverage ratio.

Our senior notes also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.

We were in compliance with all debt covenants at December 27, 2025, and we expect that we will maintain compliance.

RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS

Refer to the discussion of recently issued/adopted accounting pronouncements under Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies.

CRITICAL ACCOUNTING ESTIMATES

We consider accounting policies related to: contingent liabilities; revenue recognition; accrued self-insurance; defined benefit pension plans; impairment of long-lived assets and definite life intangibles; impairment of goodwill and indefinite life intangible assets; business combinations; and income taxes to be critical accounting estimates. These policies are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. Refer to Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies, for updates to our significant accounting policies during the three months ended December 27, 2025. These critical accounting policies require us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes.

As further described in the impairment of goodwill and indefinite life intangible assets critical accounting estimate included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, we assess goodwill and indefinite life assets for impairment at least annually as of the first day of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our qualitative assessment for the first quarter of fiscal 2026 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative test was deemed necessary. We consider reporting units and indefinite lived intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment. One of our International reporting units, which had goodwill of $0.2 billion at December 27, 2025, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination which was in the fourth quarter of fiscal 2025. All of our other remaining reporting units and all our indefinite life intangible assets' estimated fair values exceeded their carrying values by more than 20% as of their most recent assessments.

We continuously evaluate the changing macro-economic conditions including inflationary pressures, rising interest rates, demand outlook and export markets as well as the Company's market capitalization. The estimated fair value of our reporting unit designated to have a heightened risk of impairment remains highly sensitive to future discount rate increases, changing macro-economic conditions and achievement of projected long-term operating margins. As of the latest fair value assessment in the fourth quarter of fiscal 2025, we estimated discount rates utilized in the discounted cash flow method would have to increase by more than approximately 125 basis points, with all other assumptions unchanged, before the carrying value of the International reporting unit at heightened risk of impairment would exceed its fair value. Although our remaining reporting units and all indefinite life intangible assets had more than 20% excess fair value over their carrying amounts as of the date of the most recent estimated fair value determination, they are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain information in this report constitutes forward-looking statements. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2026, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) the effectiveness of financial excellence programs or operational optimization plans; (ii) access to, and inputs from, foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (iii) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (iv) cyber attacks, other cyber incidents, security breaches or other disruptions of our information technology systems; (v) risks associated with our failure to consummate favorable acquisition transactions or integrate certain acquisitions’ operations; (vi) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (vii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (viii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (ix) outbreak of a livestock disease (such as African swine fever (ASF), avian influenza (AI), New World screwworm or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to conduct our operations; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) effectiveness of advertising and marketing programs; (xii) significant marketing plan changes by large customers or loss of one or more large customers; (xiii) our ability to leverage brand value propositions; (xiv) changes in availability and relative costs of labor and contract farmers and our ability to maintain good relationships with team members, labor unions, contract farmers and independent producers providing us livestock; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xvii) the effect of climate change and any legal or regulatory response thereto; (xviii) adverse results from litigation; (xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) those factors discussed within Item 1, Item 1A and Item 7 of our Annual Report on Form 10-K for the year ended September 27, 2025 and our other periodic filings with the SEC.

Market risk relating to our operations results primarily from changes in commodity prices, interest rates and foreign exchange rates, as well as credit risk concentrations. To address certain of these risks, we enter into various derivative transactions as described below. If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in other comprehensive income (loss) until the hedged item is recognized in earnings.

Further, we hold certain positions, primarily in grain and livestock futures that either do not meet the criteria for hedge accounting or are not designated as hedges. With the exception of normal purchases and normal sales that are expected to result in physical delivery, we record these positions at fair value, and the unrealized gains and losses are reported in earnings at each reporting date.

The sensitivity analyses presented below are the measures of potential changes in fair value resulting from hypothetical changes in market prices related to commodities. Sensitivity analyses do not consider the actions we may take to mitigate our exposure to changes, nor do they consider the effects such hypothetical adverse changes may have on overall economic activity. Actual changes in market prices may differ from hypothetical changes.

Commodities Risk

We purchase certain commodities, such as grains and livestock, during normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily forwards and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity. However, as the commodities underlying our derivative financial instruments can experience significant price fluctuations, any requirement to mark-to-market the positions that have not been designated or do not qualify as hedges could result in volatility in our results of operations. Contract terms of a hedge instrument closely mirror those of the hedged item providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting this risk reduction and correlation criteria are recorded using hedge accounting. We generally do not hedge anticipated transactions beyond 18 months. The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of December 27, 2025, and September 27, 2025, on the fair value of open positions. The fair value of such positions is a summation of the fair values calculated for each commodity by valuing each net position at quoted forward and option prices. The market risk exposure analysis included both derivatives designated as hedge instruments and derivatives not designated as hedge instruments.

Effect of 10% change in fair value									in millions
			December 27, 2025						September 27, 2025
Livestock:
Live Cattle			$	37					$	18
Lean Hogs			25						46
Grain:
Corn			36						19
Soybean Meal			28						23

Interest Rate Risk

At December 27, 2025, we had variable rate debt of $44 million with a weighted average interest rate of 4.8%. A hypothetical 10% increase in interest rates effective at December 27, 2025 would increase annualized interest expense by less than $1 million.

Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At December 27, 2025, we had fixed-rate debt of $8,318 million with a weighted average interest rate of 4.8%. Market risk for fixed-rate debt is estimated as the potential increase in fair value, resulting from a hypothetical 10% decrease in interest rates. A hypothetical 10% change in interest rates would have changed the fair value of our fixed-rate debt by approximately $227 million at December 27, 2025 and $231 million at September 27, 2025. The fair values of our debt were estimated based on quoted market prices and/or published interest rates.

We are subject to interest rate risk associated with our pension and post-retirement benefit obligations. Changes in interest rates impact the liabilities associated with these benefit plans as well as the amount of income or expense recognized for these plans. Declines in the value of the plan assets could diminish the funded status of the pension plans and potentially increase the requirements to make cash contributions to these plans. See Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, for additional information.

Foreign Currency Risk

We have foreign exchange exposure from fluctuations in foreign currency exchange rates primarily as a result of certain receivable and payable balances. The primary currencies we have exposure to are the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican peso, and the Thai baht. We periodically enter into foreign exchange forward and option contracts to hedge some portion of our foreign currency exposure. A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a $14 million and $21 million impact on pretax income at December 27, 2025, and September 27, 2025, respectively.

Concentration of Credit Risk

Refer to our market risk disclosures set forth in our Annual Report filed on Form 10-K for the fiscal year ended September 27, 2025, for a detailed discussion of quantitative and qualitative disclosures about concentration of credit risks.

Evaluation of Disclosure Controls and Procedures

An evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)). Based on that evaluation, the CEO and CFO have concluded that, as of December 27, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the quarter ended December 27, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

**Item 1.**Legal Proceedings

Refer to the description of the Broiler Antitrust Civil Litigation, the Pork Antitrust Litigation, the Beef Antitrust Litigation and the Wage Rate Litigation under the heading “Commitments and Contingencies” in Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 14: Commitments and Contingencies, which discussion is incorporated herein by reference. Other than as set forth below and in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, there are no additional updates to the legal proceedings involving the Company and/or its subsidiaries.

On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the United States District Court for the Northern District of Oklahoma against Tyson Foods, Inc., three subsidiaries, six other poultry integrator entities, and one table egg company. The complaint, which was subsequently amended, asserts a number of state and federal causes of action including, but not limited to, counts under the Comprehensive Environmental Response, Compensation, and Liability Act, Resource Conservation and Recovery Act, and state-law public nuisance theories. Oklahoma alleges that the defendants and certain contract growers who were not joined in the lawsuit polluted the surface waters, groundwater and associated drinking water supplies of the Illinois River Watershed through the land application of poultry litter. Oklahoma’s claims were narrowed through various rulings issued before and during trial and its claims for natural resource damages were dismissed by the district court in a ruling issued on July 22, 2009, which was subsequently affirmed on appeal by the Tenth Circuit Court of Appeals. A non-jury trial of the remaining claims including Oklahoma’s request for injunctive relief began on September 24, 2009. Closing arguments were held on February 11, 2010. On January 18, 2023, the district court entered Findings of Fact and Conclusions of Law in favor of the State of Oklahoma and directed the parties to confer in an attempt to reach an agreement on appropriate remedies. On June 12, 2023, the court ordered the parties to mediation. The parties attended an in-person mediation on October 12, 2023, but were unable to reach a resolution. Defendants subsequently filed a post-trial motion to dismiss, which the court denied on June 26, 2024. The district court convened an evidentiary hearing which concluded on December 17, 2024. The parties completed post-hearing briefing thereafter. On June 17, 2025, the district court entered an opinion and order concluding that conditions in the Illinois River Watershed had not changed materially since the original trial in 2009 and 2010. The following day, the 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 the district court entered a judgment on December 19, 2025, imposing civil penalties on certain defendants, including a civil penalty of approximately $0.2 million on the Company and its subsidiaries. The district court also ordered other remedies, including the appointment of a special master for the development and oversight of a remediation plan, to be funded by an initial payment of $10 million from the defendants. The Company has appealed the judgment to the United States Court of Appeals for the Tenth Circuit and has moved for a stay of the judgment pending appeal.

As of September 27, 2025, we had approximately 133,000 team members and, at any time, have various employment practices matters outstanding. In the aggregate, these matters are important to the Company, and we devote considerable resources to managing employment issues. Additionally, we are subject to other lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. While the ultimate results of these matters cannot be determined, they are not expected to have a material adverse effect on our consolidated results of operations or financial position.

Our business is subject to a variety of risks and uncertainties. These risks are described in this Quarterly Report on Form 10-Q and elsewhere in our other filings with the SEC, including Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. The risks identified in such reports have not changed in any material respect.

**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds

The table below provides information regarding our purchases of Class A stock during the three months ended December 27, 2025.

Period			Total Number of Shares Purchased (2)						Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)						Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
September 28, 2025 - October 25, 2025			—						$	—		—						47,197,199
October 26, 2025 - November 29, 2025			348,886						54.16			84,962						47,112,237
November 30, 2025 - December 27, 2025			494,818						57.73			487,187						46,625,050
Total			843,704						$	56.25		572,149						46,625,050

(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 271,555 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 572,149 shares during the three months ended December 27, 2025 pursuant to our previously announced stock repurchase program.

**Item 3.**Defaults Upon Senior Securities

None.

**Item 4.**Mine Safety Disclosures

Not Applicable.

Director and Officer Trading Arrangements

None of the Company's directors or executive officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended December 27, 2025.

The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q.

Exhibit No.						Exhibit Description
10.1			* **			Form of Restricted Stock Units (3-year graded vesting)– Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.2			* **			Form of Restricted Stock Units (Non-US) – Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.3			* **			Form of Performance Shares (Operating Income) – Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.4			* **			Form of Performance Shares (rTSR) – Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.5			* **			Form of Restricted Stock Units (Retention 2-year) – Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.6			* **			Form of Restricted Stock Units (Retention 3-year) – Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.7			* **			Form of Restricted Stock Units (Retention 2-year graded vesting) – Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.8			* **			Form of Restricted Stock Units (Retention 3-year graded vesting) – Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.9			* **			Form of Restricted Stock Units (2-year graded vesting) – Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.10			* **			Form of Restricted Stock Units (3-year cliff vesting) – Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.11			* **			Form of Deferred Restricted Stock Units (Non-employee) – Stock Incentive Award Agreement, effective November 25, 2025, pursuant to which deferred restricted stock units are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.12			* **			Retention Agreement, dated October 7, 2024, between the Company and Adam Deckinger.
10.13						Loan Agreement, dated December 12, 2025, among Tyson Foods, Inc., the lenders party thereto and CoBank, ACB as administrative agent, sole lead arranger and sole bookrunner (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 15, 2025, and incorporated herein by reference).
31.1			**			Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			**			Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			***			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			***			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						The following information from our Quarterly Report on Form 10-Q for the quarter ended December 27, 2025, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Shareholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.
104						Cover Page Interactive Data File formatted in iXBRL.
			*			Indicates a management contract or compensatory plan or arrangement.
			**			Filed herewith
			***			Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						TYSON FOODS, INC.
Date: February 2, 2026									/s/ Curt T. Calaway
									Curt T. Calaway
									Chief Financial Officer
Date: February 2, 2026									/s/ Lori J. Bondar
									Lori J. Bondar
									Senior Vice President and Chief Accounting Officer