Tyson Foods 10-Q 2026-06-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 27, 2026

or

For the transition period from to

001-14704

(Commission File Number)

______________________________________________

TYSON FOODS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________

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:

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.

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of June 27, 2026.

Class 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

PART II. OTHER INFORMATION

PART I. FINANCIAL INFORMATION

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions, except share and per share data)

(Unaudited)

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)

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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 were relatively flat in the third quarter of fiscal 2026 as decreased sales in our Beef segment were largely offset by increased sales in all other segments. Operating income of $362 million for the third quarter of fiscal 2026 increased $102 million compared to the same period last year, as we experienced higher segment operating income in our Beef and Pork segments, partially offset by lower segment operating income in our Chicken, Prepared Foods and International segments and increased corporate expenses. In the third quarter of fiscal 2026, our operating income was impacted by a $98 million legal contingency accrual, $73 million of executive leadership transition charges and $14 million of restructuring and related charges. In the third quarter of fiscal 2025, our operating income was impacted by a $343 million goodwill impairment charge, partially offset by $83 million of income related to restructuring and related activities, net of charges, including a gain on the sale of storage facilities.

Sales grew 3%, or $1,253 million, in the first nine months of fiscal 2026, driven by increased sales in all segments. Operating income of $1,099 million for the first nine months of fiscal 2026 increased 17% compared to the same period last year, as we experienced higher segment operating income in our Beef, Pork and Chicken segments, partially offset by lower segment operating income in our Prepared Foods and International segments and increased corporate expenses. In the first nine months of fiscal 2026, our operating income was impacted by $269 million of legal contingency accruals, $175 million of restructuring and related charges and $73 million of executive leadership transition charges. In the first nine months of fiscal 2025, our operating income was impacted by a $343 million goodwill impairment charge, $343 million of legal contingency accruals, $33 million of restructuring and related charges, $17 million of brand and product line discontinuation charges and $17 million of plant closures and disposal charges.

Market Environment

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

Geopolitical tensions in the Middle East have increased volatility in global energy and commodity markets, which have affected our cost structure, including transportation, freight, energy and cooking oil. Although these conditions have not had a material adverse effect on our results to date, continued or heightened volatility could result in significant impacts depending on the duration and severity of these conditions.

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

Margins

Our total operating margin for the third quarter of fiscal 2026 was 2.6%. Segment operating margins were as follows:

• Beef – (2.6)%

• Pork – 3.8%

• Chicken – 9.1%

• Prepared Foods – 12.2%

• International – 8.0%

Strategy

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

Commencing in fisc

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

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

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

Commodities Risk

We purchase certain commodities, such as grains and livestock, during normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily forward contracts and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity. However, as the commodities underlying our derivative financial instruments can experience significant price fluctuations, any requirement to mark-to-market the positions that have not been designated or do not qualify as hedges could result in volatility in our results of operations. The contract terms of a hedge instrument closely mirror those of the hedged item providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting this risk reduction and correlation criteria are recorded using hedge accounting. We generally do not hedge anticipated transactions beyond 18 months. The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of June 27, 2026 and September 27, 2025, on the fair value of open positions. The fair value of such positions is a summation of the fair values calculated for each commodity by valuing each net position at quoted forward and option prices. The market risk exposure analysis includes both derivatives designated as hedge instruments and derivatives not designated as hedge instruments.

Interest Rate Risk

At June 27, 2026, we had variable rate debt of $56 million with a weighted average interest rate of 3.9%. A hypothetical 10% increase in interest rates effective at June 27, 2026 would increase annualized interest expense by less than $1 million.

Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At June 27, 2026, we had fixed-rate debt of $7,950 million with a weighted average interest rate of 4.9%. Market risk for fixed-rate debt is estimated as the potential increase in fair value, resulting from a hypothetical 10% decrease in interest rates. A hypothetical 10% change in interest rates would have changed the fair value of our fixed-rate debt by approximately $233 million at June 27, 2026 and $231 million at September 27, 2025. The fair values of our debt were estimated based on quoted market prices and/or published interest rates.

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

Foreign Currency Risk

We have foreign exchange exposure from fluctuations in foreign currency exchange rates primarily as a result of certain receivable and payable balances. The primary currencies we have exposure to are the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican peso and the Thai baht. We periodically enter into foreign exchange forward and option contracts to hedge some portion of our foreign currency exposure. A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a $29 million and $21 million impact on pretax income at June 27, 2026 and September 27, 2025, respectively.

Concentration of Credit Risk

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

Evaluation of Disclosure Controls and Procedures

An evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)). Based on that evaluation, the CEO and CFO concluded that, as of June 27, 2026, the Company's disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the quarter ended June 27, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

**Item 1.**Legal Proceedings

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

On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the United States District Court for the Northern District of Oklahoma against the Company, three of its subsidiaries, six other poultry integrator entities, and one table egg company. The complaint, which was subsequently amended, asserts a number of state and federal causes of action including, but not limited to, counts under the Comprehensive Environmental Response, Compensation, and Liability Act, Resource Conservation and Recovery Act, and state-law public nuisance theories. The State of Oklahoma alleges that the defendants and certain contract growers who were not joined in the lawsuit polluted the surface waters, groundwater and associated drinking water supplies of the Illinois River Watershed through the land application of poultry litter. The State of Oklahoma’s claims were narrowed through various rulings issued before and during trial and its claims for natural resource damages were dismissed by the district court in a ruling issued on July 22, 2009, which was subsequently affirmed on appeal by the United States Court of Appeals for the Tenth Circuit. A non-jury trial of the remaining claims, including the State of Oklahoma’s request for injunctive relief, began on September 24, 2009. Closing arguments were held on February 11, 2010. On January 18, 2023, the district court entered Findings of Fact and Conclusions of Law in favor of the State of Oklahoma and directed the parties to confer in an attempt to reach an agreement on appropriate remedies. On June 12, 2023, the district court ordered the parties to mediation. The parties attended an in-person mediation on October 12, 2023, but were unable to reach a resolution. Defendants subsequently filed a post-trial motion to dismiss, which the district court denied on June 26, 2024. The district court convened an evidentiary hearing which concluded on December 17, 2024 and the parties completed post-hearing briefing. On June 17, 2025, the district court entered an opinion and order concluding that conditions in the Illinois River Watershed had not changed materially since the original trial in 2009 and 2010. The following day, the district court entered an order setting a schedule for the parties to make written submissions concerning the terms of the final judgment the court should enter. Those submissions were completed on August 11, 2025. The district court issued a judgment on December 19, 2025, imposing civil penalties on the defendants, including a civil penalty of approximately $0.2 million on the Company and its subsidiaries. The district court also ordered other remedies, including entering an injunction imposing certain poultry litter management restrictions and the appointment of a special master for the development and oversight of a remediation plan, to be funded by an initial payment of $10 million from the defendants. The Company appealed the judgment to the United States Court of Appeals for the Tenth Circuit. On February 12, 2026, the Company and the State of Oklahoma filed a joint motion asking the district court to approve a proposed consent judgment to memorialize a settlement under which the Company committed to certain poultry litter management restrictions as well as a contribution of approximately $18 million to fund the remediation and conservation of the Illinois River Watershed, and approximately $1 million to fund the appointment of a special master for a period of seven years to oversee compliance with those poultry litter management restrictions. On April 8, 2026, the district court denied the joint motion. The Company has appealed the district court's denial of this joint motion. The Company has also appealed the district court's December 19, 2025 judgment, and both appeals remain pending before the United States Court of Appeals for the Tenth Circuit. The district court has stayed the financial terms of its judgment pending the appeal, while certain poultry litter management restrictions remain in effect. On July 10, 2026, the Company and the other defendants entered into a settlement agreement with the State of Oklahoma intended to resolve the litigation. The settlement provides for an environmental relief fund of approximately $41.7 million in the aggregate, of which the Company's obligation is approximately $18 million, as well as a contribution by the Company of approximately $0.2 million to a penalty fund and approximately $1 million to an auditor fund. Pursuant to the agreement, the parties will cooperate to seek vacatur of the December 19, 2025 judgment and dismissal with prejudice of the claims against the defendants.

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

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 June 27, 2026.

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

(2)We purchased 36,378 shares during the period that were not made pursuant to our previously announced stock repurchase program but were purchased to fund certain Company obligations under our equity compensation plans.

(3)We purchased 568,939 shares during the three months ended June 27, 2026 pursuant to our previously announced stock repurchase program.

**Item 3.**Defaults Upon Senior Securities

None.

**Item 4.**Mine Safety Disclosures

Not Applicable.

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 June 27, 2026.

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

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.