Item 1. Financial Statements

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Item 1. Financial Statements

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)

Three Months EndedNine Months Ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
Sales$13,868$13,884$41,834$40,581
Cost of Sales12,94712,74339,14337,745
Gross Profit9211,1412,6912,836
Selling, General and Administrative5595381,5921,553
Goodwill Impairment—343—343
Operating Income3622601,099940
Other (Income) Expense:
Interest income(6)(15)(27)(57)
Interest expense98113299343
Other, net4(31)75(47)
Total Other (Income) Expense9667347239
Income before Income Taxes266193752701
Income Tax Expense80124212252
Net Income18669540449
Less: Net Income Attributable to Noncontrolling Interests481322
Net Income Attributable to Tyson$182$61$527$427
Net Income Per Share Attributable to Tyson:
Class A Basic$0.53$0.18$1.53$1.23
Class B Basic$0.48$0.16$1.38$1.10
Diluted$0.52$0.17$1.49$1.20

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

Three Months EndedNine Months Ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
Net Income$186$69$540$449
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges(14)(1)123
Investments—1(1)—
Currency translation(3)6411(15)
Total Other Comprehensive Income (Loss), Net of Taxes(17)6422(12)
Comprehensive Income169133562437
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests3141221
Comprehensive Income Attributable to Tyson$166$119$550$416

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions, except share and per share data)

(Unaudited)

June 27, 2026September 27, 2025
Assets
Current Assets:
Cash and cash equivalents$740$1,229
Accounts receivable, net2,4572,524
Inventories5,8405,681
Other current assets425482
Total Current Assets9,4629,916
Net Property, Plant and Equipment8,7899,204
Goodwill9,4699,469
Intangible Assets, net5,4755,624
Other Assets2,4172,445
Total Assets$35,612$36,658
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt$1,427$909
Accounts payable2,7612,601
Other current liabilities2,4132,879
Total Current Liabilities6,6016,389
Long-Term Debt6,5797,921
Deferred Income Taxes2,2332,195
Other Liabilities2,0141,926
Commitments and Contingencies (Note 14)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 378 million shares3838
Convertible Class B-authorized 900 million shares, issued 70 million shares77
Capital in excess of par value4,7424,686
Retained earnings18,64318,647
Accumulated other comprehensive income (loss)(168)(191)
Treasury stock, at cost – 96 million shares at June 27, 2026 and 95 million shares at September 27, 2025(5,183)(5,102)
Total Tyson Shareholders’ Equity18,07918,085
Noncontrolling Interests106142
Total Shareholders’ Equity18,18518,227
Total Liabilities and Shareholders’ Equity$35,612$36,658

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)

Three Months EndedNine Months Ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
SharesAmountSharesAmountSharesAmountSharesAmount
Class A Common Stock:
Balance at beginning and end of period378$38378$38378$38378$38
Class B Common Stock:
Balance at beginning and end of period707707707707
Capital in Excess of Par Value:
Balance at beginning of period4,7264,6444,6864,597
Stock-based compensation and other16215668
Balance at end of period4,7424,6654,7424,665
Retained Earnings:
Balance at beginning of period18,63718,88618,64718,873
Net Income Attributable to Tyson18261527427
Dividends(176)(175)(531)(528)
Balance at end of period18,64318,77218,64318,772
Accumulated Other Comprehensive Income (Loss), Net of Tax:
Balance at beginning of period(152)(253)(191)(184)
Other comprehensive income (loss) attributable to Tyson(16)5823(11)
Balance at end of period(168)(195)(168)(195)
Treasury Stock:
Balance at beginning of period95(5,158)91(4,922)95(5,102)92(4,941)
Purchase of Class A common stock—(35)—(26)2(127)—(42)
Stock-based compensation1101(1)(1)46—34
Balance at end of period96(5,183)92(4,949)96(5,183)92(4,949)
Total Shareholders’ Equity Attributable to Tyson$18,079$18,338$18,079$18,338
Equity Attributable to Noncontrolling Interests:
Balance at beginning of period$103$131$142$124
Net income attributable to noncontrolling interests481322
Distributions to noncontrolling interest—(15)(48)(15)
Currency translation and other(1)6(1)(1)
Total Equity Attributable to Noncontrolling Interests$106$130$106$130
Total Shareholders’ Equity$18,185$18,468$18,185$18,468

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Nine Months Ended
June 27, 2026June 28, 2025
Cash Flows From Operating Activities:
Net income$540$449
Depreciation and amortization1,0551,029
Deferred income taxes34(61)
Gain on sale of storage facilities—(107)
Impairment of goodwill—343
Other, net230158
Net changes in operating assets and liabilities(390)(191)
Cash Provided by Operating Activities1,4691,620
Cash Flows From Investing Activities:
Additions to property, plant and equipment(556)(691)
Purchases of marketable securities(49)(50)
Proceeds from sale of marketable securities7747
Proceeds from sale of storage facilities44252
Acquisition of equity investments—(5)
Other, net6442
Cash Used for Investing Activities(420)(405)
Cash Flows From Financing Activities:
Proceeds from issuance of debt56463
Payments on debt(1,435)(876)
Proceeds from issuance of commercial paper945—
Repayments of commercial paper(945)—
Purchases of Tyson Class A common stock(123)(42)
Dividends(529)(524)
Stock options exercised2620
Other, net(49)(18)
Cash Used for Financing Activities(1,546)(1,377)
Effect of Exchange Rate Changes on Cash8(8)
Decrease in Cash and Cash Equivalents and Restricted Cash(489)(170)
Cash and Cash Equivalents and Restricted Cash at Beginning of Year1,2291,717
Cash and Cash Equivalents and Restricted Cash at End of Period7401,547
Less: Restricted Cash at End of Period——
Cash and Cash Equivalents at End of Period$740$1,547

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: ACCOUNTING POLICIES

Basis of Presentation

The consolidated condensed financial statements are unaudited and have been prepared by Tyson Foods, Inc. (“Tyson,” “the Company,” “we,” “us” or “our”). Certain information and accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Although we believe the disclosures contained herein are adequate to make the information presented not misleading, these consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. Preparation of consolidated condensed financial statements requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of June 27, 2026 and the results of operations for the three and nine months ended June 27, 2026 and June 28, 2025. Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for the full year.

Consolidation

The consolidated condensed financial statements include the accounts of all wholly-owned subsidiaries, as well as majority-owned subsidiaries over which we exercise control and, when applicable, entities for which we have a controlling financial interest or variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated in consolidation.

Goodwill and Intangible Assets

Goodwill and indefinite life intangible assets are initially recorded at fair value and not amortized, but are reviewed for impairment at least annually, or more frequently if impairment indicators arise. The first day of the fourth quarter is our annual impairment assessment date for goodwill and indefinite life intangible assets. However, we could be required to evaluate the recoverability of goodwill and indefinite life intangible assets outside of the required annual assessment if, among other things, we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of the business, sustained decline in market capitalization or significant changes in macro-economic factors such as increased interest and discount rates.

Our goodwill and indefinite life intangible assets are evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative test is necessary. If it is determined, based on qualitative factors, the fair value of the reporting unit or indefinite life intangible asset may more likely than not be less than the carrying value, or if significant changes to macro-economic factors have occurred that could materially impact fair value, a quantitative impairment test would be required. The quantitative test is to identify if a potential impairment exists by comparing the fair value of a reporting unit or indefinite life intangible asset with its carrying value. If the carrying value of the reporting unit or indefinite life intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill or the indefinite life intangible asset.

Our qualitative assessments for the first three quarters of fiscal 2026 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative test was deemed necessary. We consider reporting units and indefinite life intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment. One of our International reporting units, which had goodwill of $0.2 billion at June 27, 2026, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination, which was in the fourth quarter of fiscal 2025. All of our other remaining reporting units and all our indefinite life intangible assets' estimated fair values exceeded their carrying values by more than 20% as of their most recent assessments. Although the remaining reporting units and indefinite life intangible assets had more than 20% excess fair value over carrying value as of the date of the most recent estimated fair value determination, they remain susceptible to impairments if any assumptions, estimates or market factors significantly change in the future.

Some of the inherent estimates and assumptions used in determining fair value of the reporting units and indefinite life intangible assets are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in material impairments of our goodwill or indefinite life intangible assets.

Supplier Financing Programs

We have supplier financing programs with financial institutions, in which we agree to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers. Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow the supplier to receive early payment from the financial institution. Supplier participation in these programs has no bearing on the Company's amounts due. The payment terms that we have with participating suppliers under these programs are generally up to 120 days. We do not have an economic interest in any supplier's participation in the program or a direct financial relationship with the financial institution funding the program and we are only responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier. The outstanding payment obligations due to the financial institutions as of the end of a period are included in accounts payable in the Consolidated Condensed Balance Sheets. The activity related to these programs is reflected within the operating activities section of the Consolidated Condensed Statements of Cash Flows. Amounts outstanding on our supplier financing programs were $198 million and $52 million as of June 27, 2026 and September 27, 2025, respectively.

Use of Estimates

The consolidated condensed financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In November 2025, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance to address several incremental hedge accounting issues arising from the global reference rate reform initiative. This guidance is effective for annual reporting periods beginning after December 15, 2026, our fiscal 2028, and interim reporting periods within those annual reporting periods. Amendments should be applied using a prospective approach, with the option to adopt the amendments in this update for hedging relationships that exist as of the date of adoption. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In September 2025, the FASB issued authoritative guidance to modernize the accounting for internal-use software costs including the elimination of the stage-based capitalization model and updated disclosure requirements. The guidance is effective for annual reporting periods beginning after December 15, 2027, our fiscal 2029, and interim reporting periods within those annual reporting periods. Amendments can be applied using a prospective transition approach, a modified transition approach or a retrospective transition approach. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In November 2024, the FASB issued authoritative guidance to disclose certain additional expense information including, among other items, purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each Consolidated Statement of Income expense caption. The guidance is effective for annual reporting periods beginning after December 15, 2026, our fiscal 2028, and interim reporting periods within fiscal years beginning after December 15, 2027, our fiscal 2029. Amendments can be applied using either the prospective or the retrospective approach. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In December 2023, the FASB issued authoritative guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance is effective for annual reporting periods beginning after December 15, 2024, our fiscal 2026, and should be applied on a prospective basis with the option to apply retrospectively. We will include the required disclosures when it becomes effective in our fiscal 2026 annual reporting, on a prospective basis. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

NOTE 2: INVENTORIES

Processed products, livestock and supplies and other are valued at the lower of cost or net realizable value. Cost includes purchased raw materials, live purchase costs, livestock growout costs (primarily feed, livestock grower pay and catch and haul costs), labor and manufacturing and production overhead, which are related to the purchase and production of inventories. At June 27, 2026, the cost of inventories was determined by either the first-in, first-out method or the weighted-average method, which is consistent with the methods used at September 27, 2025. Inventories are presented net of lower of cost or net realizable value adjustments of $190 million and $138 million as of June 27, 2026 and September 27, 2025, respectively.

The following table reflects the major components of inventory (in millions):

June 27, 2026September 27, 2025
Processed products$3,112$3,086
Livestock1,8301,729
Supplies and other898866
Total inventory$5,840$5,681

NOTE 3: PROPERTY, PLANT AND EQUIPMENT

The major categories of property, plant and equipment and accumulated depreciation are as follows (in millions):

June 27, 2026September 27, 2025
Land$209$209
Buildings and leasehold improvements7,1247,079
Machinery and equipment12,20612,015
Land improvements and other570575
Buildings and equipment under construction379509
20,48820,387
Less accumulated depreciation11,69911,183
Net Property, Plant and Equipment$8,789$9,204

NOTE 4: OTHER CURRENT LIABILITIES

Other current liabilities are as follows (in millions):

June 27, 2026September 27, 2025
Accrued salaries, wages and benefits$782$909
Taxes payable182193
Accrued current legal contingencies488712
Other9611,065
Total other current liabilities$2,413$2,879

NOTE 5: RESTRUCTURING AND RELATED CHARGES

Network Optimization Plan

In the first quarter of fiscal 2025, the Company initiated a network optimization plan to optimize its global operations and logistics network. We are reporting on actions approved through the third quarter of fiscal 2026. The Company continues to strategically evaluate its operations and network and may approve additional actions. If the Company makes significant changes to its strategies, outlook or manner in which it plans to use these assets, it may incur additional charges in future periods.

During the first nine months of fiscal 2026, the Company increased the estimated pretax charges by $155 million for additional actions approved to date under the network optimization plan. This increase reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition of another facility to a single shift, the closure of a production facility in the Prepared Foods segment and efforts to reduce support costs across all segments and corporate functions. The estimated pretax charges decreased $23 million in the third quarter of fiscal 2026, due to an estimated gain on the sale of assets expected to close in the fourth quarter related to network changes in the Beef segment approved in the first quarter of fiscal 2026.

As a result, we now expect to recognize total pretax net charges of $241 million for actions approved through June 27, 2026. These charges include $181 million of net charges that have resulted or will result in cash outflows and $190 million of non-cash charges, partially offset by a $107 million gain recognized from the sale of storage facilities and a $23 million estimated gain on the expected sale of assets in the Beef segment. Additionally, we have received $296 million of proceeds from the sale of storage facilities to date. Through the third quarter of fiscal 2026, we have recognized $240 million of the expected total pretax charges and estimate that the remaining $1 million of net charges will be incurred over future periods, including income of $20 million during the remainder of fiscal 2026, consisting of a $23 million estimated gain on the expected sale of assets in the Beef segment, partially offset by $3 million of charges. We expect to incur costs related to the network optimization plan over a multi-year period and anticipate additional charges in the future as further actions are approved.

We recognized net charges of $32 million and $195 million related to the network optimization plan in the third quarter and first nine months of fiscal 2026, respectively. These charges primarily consisted of accelerated depreciation and asset write-offs related to the Beef and Prepared Foods segment network changes, severance and related costs and contract and lease termination costs. The first nine month charges included $99 million that have resulted or will result in cash outflows and $96 million of non-cash charges.

In the third quarter of fiscal 2025, we recognized income of $83 million related to the network optimization plan, consisting of a gain of $107 million from the sale of storage facilities, partially offset by $24 million of charges. For the first nine months of fiscal 2025, we recognized net charges of $33 million. These charges primarily related to the closure of two facilities in the Prepared Foods segment, the closure of a non-harvesting facility in the Beef segment and asset write-offs in the Chicken, Prepared Foods and International segments. The charges included $51 million that have resulted or will result in cash outflows and $89 million of non-cash charges.

The following table reflects pretax (income) expense related to the network optimization plan in the nine months of fiscal 2026 (in millions):

BeefPorkChickenPrepared FoodsInternationalCorporate ExpensesTotal
Cost of Sales:
Severance and related costs$19$—$5$11$—$—$35
Accelerated depreciation93——7——100
Asset write-offs (gain on sale)13——(3)(1)—9
Contract and lease terminations2—510——17
Total Cost of Sales$127$—$10$25$(1)$—$161
Selling, General and Administrative:
Severance and related costs1124—614
Total Selling, General and Administrative$1$1$2$4$—$6$14
Non-Operating (Income)/Expense20
Total$128$1$12$29$(1)$6$195

The following table reflects pretax (income) expenses related to the network optimization plan in the nine months of fiscal 2025 (in millions):

BeefPorkChickenPrepared FoodsInternationalCorporate ExpensesTotal
Cost of Sales:
Severance and related costs$6$—$8$2$2$—$18
Accelerated depreciation38—1———39
Asset write-offs (gain on sale)3—31349—77
Contract and lease terminations1—12——4
Gain on sale of storage facilities——(38)(69)——(107)
Total Cost of Sales$48$—$3$(31)$11$—$31
Selling, General and Administrative:
Severance and related costs——2———2
Total Selling, General and Administrative$—$—$2$—$—$—$2
Total$48$—$5$(31)$11$—$33

The following table reflects our liability related to the network optimization plan as of June 27, 2026 (in millions):

Balance at September 27, 2025ExpensesPaymentsBalance at June 27, 2026
Contract, lease and pension terminations$31$55$(3)$83
Severance and related costs349(35)17
Total$34$104$(38)$100

In July 2026, we completed the sale of our 40% minority interest in a vertically-integrated Brazilian poultry producer, which was accounted for under the equity method, for $120 million including $84 million received at closing and $36 million to be paid in July 2027. As a result of the sale, we do not expect to recognize a significant gain or loss in our fiscal year 2026 Consolidated Statement of Income.

Executive Leadership Transition

During the third quarter of fiscal 2026, we announced certain executive leadership changes, including the transition of our Chief Executive Officer and Chief Operating Officer from their respective roles, the appointment of their successors and the execution of a new employment agreement with the Chairman of our Board of Directors. In connection with these transitions, we recognized charges of $73 million during the three and nine months ended June 27, 2026, consisting of $41 million of one-time cash payments and $32 million of severance and related charges. These charges were recognized as corporate expenses within Selling, General and Administrative in our Consolidated Condensed Statements of Income. Additionally, we expect to recognize charges of $29 million associated with these transitions in the fourth quarter of fiscal 2026.

Plant Closures and Disposals

The following table reflects our liability related to plant closures as of June 27, 2026 (in millions):

Balance at September 27, 2025Plant Closure ChargesPaymentsBalance at June 27, 2026
Contract termination$72$—$(14)$58
Severance and retention————
Total$72$—$(14)$58

NOTE 6: DEBT

The major components of debt are as follows (in millions):

June 27, 2026September 27, 2025
Revolving credit facility$—$—
Revolving term loan credit facility——
Commercial paper——
Senior notes:
4.00% Notes due March 2026 (“2026 Notes”)—800
3.55% Notes due June 20271,3001,350
7.00% Notes due January 20281818
4.35% Notes due March 2029 (“2029 Notes”)1,0001,000
5.40% Notes due March 2029600600
6.13% Notes due November 2032156157
5.70% Notes due March 2034900900
4.88% Notes due August 2034500500
4.95% Notes due February 2036 (“2036 Notes”)500—
5.15% Notes due August 2044497497
4.55% Notes due June 2047713733
5.10% Notes due September 2048 (“2048 Notes”)1,4851,490
Discount on senior notes(34)(34)
Term loan facility due May 2028—440
Finance Leases160168
Other250251
Unamortized debt issuance costs(39)(40)
Total debt8,0068,830
Less current debt1,427909
Total long-term debt$6,579$7,921

Revolving Credit Facility and Letters of Credit

We have a $2.5 billion revolving credit facility that supports short-term funding needs and serves as a backstop to our commercial paper program. The facility will mature and the commitments thereunder will terminate in April 2030 with options for two one-year extensions. Under the terms of the revolving credit facility, we have the option to establish incremental commitment increases of up to an aggregate amount of $500 million if certain conditions are met. At June 27, 2026, amounts available for borrowing under this facility totaled $2.5 billion before deducting amounts to backstop our commercial paper program. At June 27, 2026, we had no outstanding borrowings and no outstanding letters of credit issued under this facility. At June 27, 2026, we had $81 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon. Our letters of credit are issued primarily in support of workers’ compensation insurance programs and other legal obligations. In the future, if any of our subsidiaries shall guarantee any of our material indebtedness, such subsidiary shall be required to guarantee the indebtedness, obligations and liabilities under this facility.

Revolving Term Loan Credit FacilityIn December 2025, we entered into a $750 million revolving term loan credit facility. The facility will mature and commitments thereunder will terminate in December 2028. We may make an election prior to the facility's maturity date to convert all or part of the outstanding borrowings into one or more term loans that will mature up to seven years after the facility's maturity date. Interest on borrowings under the facility is based either on term or daily simple secured overnight financing rates, with an applicable spread, or an alternative base rate with an applicable spread. The facility contained covenants and other terms that are generally consistent with those of our revolving credit facility. At June 27, 2026, we have not made any borrowing under the facility. Concurrent with the entry into the revolving term loan credit facility, we repaid the $440 million outstanding borrowing under a term loan facility due May 2028 using cash on hand and terminated the facility.

2036 Notes

In February 2026, we issued senior unsecured notes with a principal amount of $500 million due February 2036. The net proceeds, along with cash on hand, were used to retire the March 2026 Notes. Interest payments on the 2036 Notes are due semi-annually on February 20 and August 20, beginning August 20, 2026. After the original discounts of $2 million, we received net proceeds of $498 million and incurred debt issuance costs of $5 million related to the issuance.

Commercial Paper Program

We have a commercial paper program under which we may issue unsecured short-term promissory notes up to an aggregate maximum principal amount of $1.75 billion. At June 27, 2026, we had no commercial paper outstanding. Our ability to access commercial paper in the future may be limited or its costs increased.

Senior Note Repayments

During the third quarter and first nine months of fiscal 2026, we repurchased $50 million and $75 million, respectively, of senior notes on the open market.

Debt Covenants

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

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

We were in compliance with all debt covenants at June 27, 2026.

NOTE 7: EQUITY

Share Repurchases

As of June 27, 2026, 45.4 million shares remained available for repurchase under the Company's share repurchase program. The program has no fixed or scheduled termination date, and the timing and extent to which we repurchase shares will depend upon, among other things, our working capital needs, markets, industry conditions, liquidity targets, limitations under our debt obligations and regulatory requirements. In addition to the share repurchase program, we purchase shares on the open market to fund certain obligations under our equity compensation plans. A summary of share repurchases of our Class A stock is as follows (in millions):

Three Months EndedNine Months Ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
SharesDollarsSharesDollarsSharesDollarsSharesDollars
Shares repurchased:
Under share repurchase program0.5$330.4$231.8$1090.4$23
To fund certain obligations under equity compensation plans—2—30.3180.319
Total share repurchases0.5$350.4$262.1$1270.7$42

NOTE 8: INCOME TAXES

Our effective tax rates were 30.1% and 64.5% for the third quarter of fiscal 2026 and 2025, respectively, and 28.2% and 36.0% for the first nine months of fiscal 2026 and 2025, respectively. In all periods presented, the effective tax rates were higher than the federal statutory tax rate due to state taxes, partially offset by foreign valuation allowance releases. Additionally, the effective tax rates for the third quarter and first nine months of fiscal 2026 were increased by non-deductible officer compensation, and the effective tax rates for the third quarter and first nine months of fiscal 2025 were increased by the impact of a $343 million non-deductible goodwill impairment.

Unrecognized tax benefits were $123 million and $168 million at June 27, 2026 and September 27, 2025, respectively. The decrease is primarily due to the settlement of state and local audits during the second quarter of fiscal 2026.

We are currently under examination by the Internal Revenue Service ("IRS") for fiscal years 2021 and 2022. In the second quarter of fiscal 2026, the IRS issued notices of proposed adjustments related to our foreign-derived intangible income deduction, repairs expenses and research and development tax credits. The proposed adjustments could result in additional U.S. federal income tax payments of up to approximately $127 million, excluding interest and penalties, if the IRS ultimately prevails on all of its positions. However, we disagree with the IRS's positions, believe that our tax positions are well documented and properly supported, and intend to defend our positions through the administrative appeals process and litigation, if necessary. We do not expect the resolution of these matters will have a material impact on our consolidated results of operations, financial position or liquidity.

In December 2021, we received an assessment from the Mexican tax authorities related to the 2015 sale of our direct and indirect equity interests in subsidiaries, which collectively held our Mexico operation. At June 27, 2026, the assessment totaled approximately $537 million (9.4 billion Mexican pesos), which included tax, inflation adjustment, interest and penalties. Based on analysis of our assessment in accordance with guidance related to unrecognized tax benefits, we have not recorded a liability related to our assessment. Additionally, the purchaser in the transaction also received an assessment from the Mexican tax authorities related to the sale of the indirect equity interest, which was affirmed in January 2025 by a circuit court in Mexico, but remains subject to potential further judicial review under a petition filed by the purchaser. The transaction agreement contains certain mutual indemnification provisions, and both parties provided notice of indemnification claims to the other party. On November 14, 2025, we settled the indemnification provision and entered into an agreement in which the purchaser agreed to assume all tax liabilities in connection with our assessment, assume defense of such assessment and waive all potential indemnification claims against the Company. In fiscal 2025, we recorded a pretax liability of $40 million for the estimated probable loss related to this indemnification provision, which was paid to the purchaser during the first quarter of fiscal 2026 following the settlement.

NOTE 9: EARNINGS PER SHARE

The following table sets forth the earnings and weighted average common shares used in the computation of basic and diluted earnings per share (in millions, except per share data):

Three Months EndedNine Months Ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
Numerator:
Net income$186$69$540$449
Less: Net income attributable to noncontrolling interests481322
Net income attributable to Tyson18261527427
Less dividends declared:
Class A144144434433
Class B32319795
Undistributed earnings (losses)$6$(114)$(4)$(101)
Class A undistributed earnings (losses)$5$(94)$(3)$(83)
Class B undistributed earnings (losses)1(20)(1)(18)
Total undistributed earnings (losses)$6$(114)$(4)$(101)
Denominator:
Denominator for basic earnings per share:
Class A weighted average shares282285282285
Class B weighted average shares70707070
Denominator for diluted earnings per share:
Class A weighted average shares282285282285
Class B weighted average shares under the if-converted method for diluted earnings per share70707070
Effect of dilutive securities: Stock options, restricted stock and performance units3222
Denominator for diluted earnings per share – weighted average shares and assumed conversions355357354357
Net income per share attributable to Tyson:
Class A basic$0.53$0.18$1.53$1.23
Class B basic$0.48$0.16$1.38$1.10
Diluted$0.52$0.17$1.49$1.20
Dividends Declared Per Share:
Class A$0.510$0.500$1.540$1.510
Class B$0.459$0.450$1.386$1.359

Approximately 4 million and 5 million of our stock-based compensation shares were antidilutive for the three and nine months ended June 27, 2026, respectively. Approximately 6 million of our stock-based compensation shares were antidilutive for the three and nine months ended June 28, 2025, respectively. These shares were not included in the diluted earnings per share calculation.

We have two classes of capital stock, Class A stock and Class B stock. Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of cash dividends paid to holders of Class B stock cannot exceed 90% of the cash dividends paid to holders of Class A stock.

We allocate undistributed earnings (losses) based upon a 1.0 to 0.9 ratio per share to Class A stock and Class B stock, respectively. We allocate undistributed earnings based on this ratio due to historical dividend patterns, voting control of Class B shareholders and contractual limitations of dividends to Class B stock.

NOTE 10: DERIVATIVE FINANCIAL INSTRUMENTS

Our business operations give rise to certain market risk exposures mostly due to changes in commodity prices, foreign currency exchange rates and interest rates. We manage a portion of these risks through the use of derivative financial instruments to reduce our exposure to commodity price risk, foreign currency risk and interest rate risk. Our risk management programs are periodically reviewed by our Board of Directors’ Audit Committee. These programs and risks are monitored by senior management and may be revised as market conditions dictate. Our current risk management programs utilize various industry-standard models that take into account the implicit cost of hedging. Credit risks associated with our derivative contracts are not significant, as we minimize counterparty exposure by dealing with credit-worthy counterparties and utilizing exchange-traded instruments, margin accounts or letters of credit. Additionally, our derivative contracts are mostly short-term in duration, and we generally do not make use of credit-risk-related contingent features. No significant concentrations of credit risk existed at June 27, 2026.

We had the following net aggregated outstanding notional amounts related to our derivative financial instruments:

in millions, except soybean meal tonsMetricJune 27, 2026September 27, 2025
Commodity:
CornBushels6493
Soybean MealTons880,1001,221,711
Live CattlePounds15130
Lean HogsPounds216828
Foreign CurrencyUnited States dollar$288$208

We recognize all derivative instruments as either assets or liabilities at fair value in the Consolidated Condensed Balance Sheets, with the exception of normal purchases and normal sales expected to result in physical delivery. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument based upon the exposure being hedged (e.g., cash flow hedge or fair value hedge). We designate certain forward contracts as follows:

  • Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases (e.g., grains), interest rate swaps and locks and certain foreign exchange forward contracts

  • Fair Value Hedges – include certain commodity forward contracts of firm commitments (e.g., livestock)

Cash Flow Hedges

Derivative instruments are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production processes as well as interest rates on our variable rate debt. For the derivative instruments we designate and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Based on market prices as of June 27, 2026, we have net pretax losses of $4 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months. Additionally, we have $8 million of realized losses related to treasury rate locks in connection with the issuance of the 2029 and 2048 Notes, which will be reclassified to earnings over the lives of these notes. During the three and nine months ended June 27, 2026 and June 28, 2025, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges. The following table sets forth the pretax impact of cash flow hedge derivative instruments recognized in OCI (in millions):

Three Months EndedNine Months Ended
Gain (Loss) Recognized in OCI on DerivativesJune 27, 2026June 28, 2025June 27, 2026June 28, 2025
Cash flow hedge - derivatives designated as hedging instruments:
Commodity contracts$(17)$(5)$7$(20)

Fair Value Hedges

We designate certain derivative contracts as fair value hedges of firm commitments to purchase livestock for harvest. Our objective of these hedges is to minimize the risk of changes in fair value created by fluctuations in commodity prices associated with fixed price livestock firm commitments. For the derivative instruments we designate and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings in the same period. We include the gain or loss on the hedged items (e.g., livestock purchase firm commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position. Ineffectiveness related to fair value hedges was not significant for the three and nine months ended June 27, 2026 and June 28, 2025. The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of June 27, 2026 and September 27, 2025 (in millions):

Consolidated Condensed Balance Sheets ClassificationJune 27, 2026September 27, 2025
Inventory$2$65

Undesignated Positions

In addition to our designated positions, we also hold derivative contracts for which we do not apply hedge accounting. These include certain derivative instruments related to commodities price risk, including grains, livestock, energy and foreign currency risk. We mark these positions to fair value through earnings at each reporting date.

Reclassification to Earnings

The following table sets forth the total amounts of each income and expense line item presented in the Consolidated Condensed Statements of Income in which the effects of hedges are recorded (in millions):

Consolidated Condensed Statements of Income ClassificationThree Months EndedNine Months Ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
Cost of Sales$12,947$12,743$39,143$37,745
Interest Expense98113299343
Other, net4(31)75(47)

The following table sets forth the pretax impact of the cash flow, fair value and undesignated derivative instruments in the Consolidated Condensed Statements of Income (in millions):

Consolidated Condensed Statements of Income ClassificationThree Months EndedNine Months Ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
Cost of SalesGain (Loss) on cash flow hedges reclassified from OCI to earnings:
Commodity contracts$3$(3)$(8)$(22)
Gain (Loss) on fair value hedges:
Commodity contracts (a)(12)(24)(56)(43)
Gain (Loss) on derivatives not designated as hedging instruments:
Commodity contracts(21)86015
Total$(30)$(19)$(4)$(50)
Interest ExpenseGain (Loss) on cash flow hedges reclassified from OCI to earnings:
Interest rate contracts$—$(1)$(1)$(2)
Other, netGain (Loss) on derivatives not designated as hedging instruments:
Foreign exchange contracts$(6)$(5)$(10)$1

(a) Amounts represent gains/(losses) on commodity contracts designated as fair value hedges of firm commitments that were realized during the period presented, which were offset by a corresponding gain/(loss) on the underlying hedged inventory. Gains or losses related to changes in the fair value of unrealized commodity contracts, along with the offsetting gain or loss on the hedged inventory, are also marked-to-market through earnings with no impact on a net basis.

The fair value of all outstanding derivative instruments in the Consolidated Condensed Balance Sheets are included in Note 11: Fair Value Measurements.

NOTE 11: FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.

Level 2 — Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

  • Quoted prices for similar assets or liabilities in active markets;

  • Quoted prices for identical or similar assets in non-active markets;

  • Inputs other than quoted prices that are observable for the asset or liability; and

  • Inputs derived principally from or corroborated by other observable market data.

Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The following tables set forth, by level within the fair value hierarchy, our financial assets and liabilities accounted for at fair value on a recurring basis, according to the valuation techniques we used to determine their fair values (in millions):

June 27, 2026Level 1Level 2Level 3Netting (a)Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges$—$12$—$(6)$6
Undesignated—89—(45)44
Other Assets:
Available-for-sale securities (non-current)—7019—89
Deferred compensation assets24541——565
Total assets$24$712$19$(51)$704
Other Current Liabilities:
Derivative financial instruments:
Designated as hedges$—$18$—$(18)$—
Undesignated—104—(87)17
Total liabilities$—$122$—$(105)$17
September 27, 2025Level 1Level 2Level 3Netting (a)Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges$—$6$—$(1)$5
Undesignated—113—(20)93
Other Assets:
Available-for-sale securities (non-current)—9027—117
Deferred compensation assets21501——522
Total assets$21$710$27$(21)$737
Other Current Liabilities:
Derivative financial instruments:
Designated as hedges$—$82$—$(82)$—
Undesignated—135—(126)9
Total liabilities$—$217$—$(208)$9

(a) Our derivative assets and liabilities are presented in our Consolidated Condensed Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. Additionally, at June 27, 2026 and September 27, 2025, we had $54 million and $187 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

The following table provides a reconciliation between the beginning and ending balance of marketable debt securities measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) (in millions):

Nine Months Ended
June 27, 2026June 28, 2025
Balance at beginning of year$27$28
Total realized and unrealized gains (losses):
Included in other comprehensive income (loss)——
Purchases87
Issuances——
Settlements(16)(8)
Balance at end of period$19$27
Total gains (losses) for the nine month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period$—$—

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Derivative Assets and Liabilities

Our derivative financial instruments primarily include exchange-traded and over-the-counter contracts, which are further described in Note 10: Derivative Financial Instruments. We record our derivative financial instruments at fair value using quoted market prices, adjusted where necessary for credit and non-performance risk and internal models that use readily observable market inputs as their basis, including current and forward market prices and rates. We classify these instruments in Level 2 when quoted market prices can be corroborated utilizing observable current and forward commodity market prices on active exchanges or observable market transactions.

Available-for-Sale Securities

Our investments in marketable debt securities are classified as available-for-sale and are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. Short-term investments with maturities of less than 12 months are included in Other current assets in the Consolidated Condensed Balance Sheets. All other marketable debt securities are included in Other Assets in the Consolidated Condensed Balance Sheets and have maturities ranging up to 43 years.

We classify our investments in U.S. government, U.S. agency, certificates of deposit and commercial paper debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. We classify certain corporate, asset-backed and other debt securities as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated condensed financial statements.

The following table sets forth our available-for-sale securities’ amortized cost basis, fair value and unrealized gain (loss) by significant investment category (in millions):

June 27, 2026September 27, 2025
Amortized Cost BasisFair ValueUnrealized Gain (Loss)Amortized Cost BasisFair ValueUnrealized Gain (Loss)
Available-for-sale securities:
Debt securities:
U.S. treasury and agency$72$70$(2)$91$90$(1)
Corporate and asset-backed1919—2727—

Unrealized holding gains (losses), net of tax, are excluded from earnings and reported in OCI until the security is settled or sold. On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are due to credit or non-credit factors. Losses on debt securities where we have the intent, or will more than likely be required, to sell the security prior to recovery, would be recorded as a direct write-off of amortized cost basis through earnings. Losses on debt securities where we do not have the intent, or would not more than likely be required to sell the security prior to recovery, would be further evaluated to determine whether the loss is credit or non-credit related. Credit-related losses would be recorded through an allowance for credit losses through earnings and non-credit related losses through OCI.

We consider many factors in determining whether a loss is credit related, including the financial condition and near-term prospects of the issuer, borrower repayment characteristics for asset-backed securities, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. We recognized no direct write-offs or allowances for credit losses in earnings for the nine months ended June 27, 2026 and June 28, 2025.

Deferred Compensation Assets

We maintain non-qualified deferred compensation plans for certain executives and other highly compensated team members. Investments are generally maintained within a trust and include money market funds, mutual funds and life insurance policies. The cash surrender value of the life insurance policies is invested primarily in mutual funds. The investments are recorded at fair value based on quoted market prices and are included in Other Assets in the Consolidated Condensed Balance Sheets. We classify the investments, which have observable market prices in active markets, in Level 1 as these are generally publicly-traded mutual funds. The remaining deferred compensation assets are classified in Level 2, as fair value can be corroborated based on observable market data. Realized and unrealized gains (losses) on deferred compensation are included in earnings.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges and, with respect to our equity investments without readily determinable fair values, recorded by applying the measurement alternative for which such investments are recorded at cost and adjusted for an observable price change in an orderly transaction for an identical or similar investment of the same issuer.

In the first quarter of fiscal 2026, we recorded impairment charges of $75 million in Other, net in the Consolidated Condensed Statements of Income, related to our equity investments. These equity investments are included in Other Assets in the Consolidated Balance Sheets, do not have readily determinable fair values and were measured using a market approach which utilized Level 3 inputs. In the third quarter of fiscal 2025, we recorded a goodwill impairment charge of $343 million in our Beef segment. We estimated the fair value of our reporting units utilizing various valuation techniques, with the primary technique being a discounted cash flow method, which incorporated significant unobservable Level 3 inputs. Additionally, in the third quarter of fiscal 2025, we recorded a fixed asset impairment charge of $19 million as a result of our decision to sell a storage facility. This charge was recorded in Cost of Sales in the Consolidated Condensed Statements of Income and was derived using Level 3 inputs and was driven by management's estimate of the potential proceeds from the disposal of the assets. We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the nine months ended June 27, 2026 and June 28, 2025.

Other Financial Instruments

Fair value of our debt is principally estimated using Level 2 inputs based on quoted prices for those or similar instruments. Fair value and carrying value for our debt are as follows (in millions):

June 27, 2026September 27, 2025
Fair ValueCarrying ValueFair ValueCarrying Value
Total debt$7,769$8,006$8,658$8,830

NOTE 12: OTHER COMPREHENSIVE INCOME (LOSS)

The before and after-tax changes in the components of other comprehensive income (loss) are as follows (in millions):

Three Months EndedNine Months Ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
Before TaxTaxAfter TaxBefore TaxTaxAfter TaxBefore TaxTaxAfter TaxBefore TaxTaxAfter Tax
Derivatives accounted for as cash flow hedges:
(Gain) loss reclassified to interest expense$—$—$—$1$(1)$—$1$—$1$2$(1)$1
(Gain) loss reclassified to cost of sales(3)1(2)3—38(2)622(5)17
Unrealized gain (loss)(17)5(12)(5)1(4)7(2)5(20)5(15)
Investments:
Unrealized gain (loss)———1—1(1)—(1)———
Currency translation:
Translation adjustment(a)(3)—(3)66(2)649211(19)1(18)
Translation loss reclassified to cost of sales—————————3—3
Total other comprehensive income (loss)$(23)$6$(17)$66$(2)$64$24$(2)$22$(12)$—$(12)

(a) Before and after tax translation adjustment for the three and nine months ended June 27, 2026 each included $(1) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests. Before and after tax translation adjustment for the three and nine months ended June 28, 2025 included $6 million and $(1) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, respectively.

NOTE 13: SEGMENT REPORTING

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

Our President and Chief Executive Officer is the Chief Operating Decision Maker ("CODM") of the Company. Commencing in the first quarter of fiscal 2026, we no longer allocate corporate expenses and amortization to our segments as these items are no longer used by our CODM in assessing the performance of, or in allocating resources to, the segments. The CODM uses segment operating income (loss) as the segment profitability measure to assess performance and allocate resources. Segment operating income (loss) is now defined as Operating Income (Loss) less corporate expenses and amortization to account for the changes to our segment results described above. Corporate expenses are unallocated general and administrative costs, including the costs of corporate functions, that are shared across multiple segments. Amortization includes amortization generated from intangible assets including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software. Segment operating income (loss) is utilized during our budgeting and forecasting process to assess profitability and to enable decision making regarding strategic initiatives and capital investments across all reportable segments. Our CODM considers variances of actual performance to our annual operating plan and periodic forecasts when making decisions. All prior period amounts have been recast to reflect the new presentation of segment operating income (loss).

Significant expenses are expenses which are regularly provided to the CODM and are included in segment operating income (loss). These consist of segment cost of sales, segment selling, general and administrative expenses and various items affecting comparability. Segment Cost of Sales includes raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly related to production planning, food safety and quality assurance costs and transportation and warehousing expenses, excluding the impact of items affecting comparability. Segment Selling, General and Administrative expenses include the costs to execute sales to customers, costs related to selling, marketing, advertising and promotional activities and other general and administrative operating costs that are not directly related to manufacturing as well as other expense items, excluding the impact of items affecting comparability. Items affecting comparability include restructuring and related charges (including network optimization), plant closure and disposal charges (net of gains), goodwill and intangible impairments, brand and product line discontinuations, facility fire related costs (net of insurance proceeds), and certain non-ordinary course legal, regulatory and other matters.

Beef

Beef includes our operations related to processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes sales from specialty products such as hides, rendered products and variety meats, as well as logistics operations to move products through the supply chain.

Pork

Pork includes our operations related to processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes our live swine group, related specialty product processing activities and logistics operations to move products through the supply chain.

Chicken

Chicken includes our domestic operations related to raising and processing live chickens into and purchasing raw materials for fresh, frozen and value-added chicken products, as well as sales from specialty products. Our value-added chicken products primarily include breaded chicken strips, nuggets, patties and other ready-to-fix or fully cooked chicken parts. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, convenience stores, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes logistics operations to move products through our domestic supply chain and the global operations of our chicken breeding stock subsidiary.

Prepared Foods

Prepared Foods includes our operations related to manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. This segment includes brands such as Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, as well as artisanal brands Aidells® and Gallo Salame®. Products primarily include a mixture of ready-to-cook and ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, turkey, lunchmeat, hot dogs, flour and corn tortilla products, appetizers, snacks, prepared meals, ethnic foods, side dishes, meat dishes, breadsticks and processed meats. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, convenience stores, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets.

International

International includes our foreign operations in China, Europe, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia related to raising and processing live chickens into, and purchasing raw materials for fresh, frozen and value-added chicken products, as well as the distribution of chicken products and other protein and non-protein food products. Products are marketed to foodservice distributors and retailers and to other international markets.

Intersegment sales transactions, which were at market prices, are included in the segment sales in the tables below. Expenses, amortization, assets and additions to property, plant and equipment relating to corporate activities, as well as cash and cash equivalents, benefit plans and certain investments, are not allocated to segments in the tables below.

Information on segments and a reconciliation to income (loss) before income taxes are as follows (in millions):

Three months ended June 27, 2026
BeefPorkChickenPrepared FoodsInternationalIntersegmentTotal
Sales(a)$5,391$1,580$4,255$2,557$601$(516)$13,868
Segment Cost of Sales5,5111,5113,7712,125526(516)
Segment Selling, General and Administrative1899411127—
Restructuring and related charges4—19——
Segment Operating Income (Loss)$(142)$60$389$312$48$—$667
Corporate expenses(b)(251)
Amortization(54)
Operating Income (Loss)$362
Other (Income) Expense:
Interest income$(6)
Interest expense98
Other, net4
Income (Loss) before Income Taxes$266
BeefPorkChickenPrepared FoodsInternationalUnallocated (Corporate)Total
Other segment information:
Depreciation$33$16$134$68$14$8$273
Additions to property, plant and equipment22146739512159
Total Assets3,4901,60711,94914,6621,8192,08535,612
Three months ended June 28, 2025
BeefPorkChickenPrepared FoodsInternationalIntersegmentTotal
Sales$5,603$1,506$4,220$2,515$557$(517)$13,884
Segment Cost of Sales5,6981,4463,6652,065482(517)
Segment Selling, General and Administrative211010711630—
Facility fire related costs (insurance proceeds)————(14)—
Restructuring and related charges——(27)(56)——
Plant closure and disposal charges————(6)—
Goodwill and intangible impairments343—————
Segment Operating Income (Loss)$(459)$50$475$390$65$—$521
Corporate expenses(197)
Amortization(c)(64)
Operating Income (Loss)$260
Other (Income) Expense:
Interest income$(15)
Interest expense113
Other, net(31)
Income (Loss) before Income Taxes$193
BeefPorkChickenPrepared FoodsInternationalUnallocated (Corporate)Total
Other segment information:
Depreciation$32$14$136$61$13$6$262
Additions to property, plant and equipment391111442138227
Total Assets3,4851,57111,84214,7951,8532,91836,464
Nine months ended June 27, 2026
BeefPorkChickenPrepared FoodsInternationalIntersegmentTotal
Sales(a)$16,367$4,768$12,753$7,741$1,760$(1,555)$41,834
Segment Cost of Sales16,8814,59011,0836,3991,547(1,555)
Segment Selling, General and Administrative592629833182—
Restructuring and related charges12811229(1)—
Legal contingency accruals——16—5—
Segment Operating Income (Loss)$(701)$151$1,344$982$127$—$1,903
Corporate expenses(b)(642)
Amortization(162)
Operating Income (Loss)$1,099
Other (Income) Expense:
Interest income$(27)
Interest expense299
Other, net75
Income (Loss) before Income Taxes$752
BeefPorkChickenPrepared FoodsInternationalUnallocated (Corporate)Total
Other segment information:
Depreciation$185$46$397$187$44$26$885
Additions to property, plant and equipment68352911202220556
Nine months ended June 28, 2025
BeefPorkChickenPrepared FoodsInternationalIntersegmentTotal
Sales(a)$16,134$4,367$12,426$7,384$1,707$(1,437)$40,581
Segment Cost of Sales16,3744,39810,7726,1041,481(1,437)
Segment Selling, General and Administrative762732429581—
Facility fire related costs (insurance proceeds)————(14)—
Restructuring and related charges48—5(31)11—
Plant closure and disposal charges——23—(6)—
Goodwill and intangible impairments343—————
Segment Operating Income (Loss)$(707)$(58)$1,302$1,016$154$—$1,707
Corporate expenses(574)
Amortization(c)(193)
Operating Income (Loss)$940
Other (Income) Expense:
Interest income$(57)
Interest expense343
Other, net(47)
Income (Loss) before Income Taxes$701
BeefPorkChickenPrepared FoodsInternationalUnallocated (Corporate)Total
Other segment information:
Depreciation$134$44$399$183$46$22$828
Additions to property, plant and equipment118393591113529691

(a) Includes a $98 million legal contingency accrual for the Chicken segment for the three and nine months ended June 27, 2026. Includes $90 million and $60 million of legal contingency accruals for the Beef and Pork segments, respectively, for the nine months ended June 27, 2026. Includes $93 million and $250 million of legal contingency accruals for the Beef and Pork segments, respectively, for the nine months ended June 28, 2025.

(b) Includes $6 million of restructuring and related charges for the nine months ended June 27, 2026. Includes $73 million of executive leadership transition charges for the three and nine months ended June 27, 2026.

(c) Includes $5 million and $17 million of accelerated amortization related to brand and product line discontinuations for the three and nine months ended June 28, 2025, respectively.

The following tables further disaggregate our sales to customers by major distribution channels (in millions):

Three months ended June 27, 2026
Retail(d)Foodservice(e)International(f)Industrial and Other(g)Total External CustomersIntersegmentTotal
Beef$2,668$1,428$487$661$5,244$147$5,391
Pork4691553292821,2353451,580
Chicken1,8331,6272705014,231244,255
Prepared Foods1,47994965642,557—2,557
International——601—601—601
Intersegment—————(516)(516)
Total$6,449$4,159$1,752$1,508$13,868$—$13,868
Three months ended June 28, 2025
Retail(d)Foodservice(e)International(f)Industrial and Other(g)Total External CustomersIntersegmentTotal
Beef$2,786$1,508$529$642$5,465$138$5,603
Pork4531522742741,1533531,506
Chicken1,6981,6982775214,194264,220
Prepared Foods1,45791470742,515—2,515
International——557—557—557
Intersegment—————(517)(517)
Total$6,394$4,272$1,707$1,511$13,884$—$13,884
Nine months ended June 27, 2026
Retail(d)Foodservice(e)International(f)Industrial and Other(g)Total External CustomersIntersegmentTotal
Beef$8,161$4,437$1,525$1,816$15,939$428$16,367
Pork1,4274691,0317823,7091,0594,768
Chicken5,4404,9247791,54212,6856812,753
Prepared Foods4,5472,7881952117,741—7,741
International——1,760—1,760—1,760
Intersegment—————(1,555)(1,555)
Total$19,575$12,618$5,290$4,351$41,834$—$41,834
Nine months ended June 28, 2025
Retail(d)Foodservice(e)International(f)Industrial and Other(g)Total External CustomersIntersegmentTotal
Beef$8,090$4,215$1,774$1,697$15,776$358$16,134
Pork1,4494049215893,3631,0044,367
Chicken5,1424,9118161,48212,3517512,426
Prepared Foods4,3562,6651801837,384—7,384
International——1,707—1,707—1,707
Intersegment—————(1,437)(1,437)
Total$19,037$12,195$5,398$3,951$40,581$—$40,581

(d) Includes external sales to consumer products and food retailers, such as grocery retailers, warehouse club stores and internet-based retailers.

(e) Includes external sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.

(f) Includes external sales to international markets for internationally produced products or export sales of domestically produced products.

(g) Includes external sales to industrial food processing companies that further process our product to sell to end consumers and any remaining sales not included in the Retail, Foodservice or International categories. Additionally, for the three and nine months ended June 27, 2026, the Chicken segment included $98 million reduction in Other due to the recognition of a legal contingency accrual. For the nine months ended June 27, 2026, the Beef and Pork segments included $90 million and $60 million, respectively, reduction in Other due to the recognition of legal contingency accruals. For the nine months ended June 28, 2025, the Beef and Pork segments included $93 million and $250 million, respectively, reduction in Other due to the recognition of legal contingency accruals.

NOTE 14: COMMITMENTS AND CONTINGENCIES

Commitments

We guarantee obligations of certain outside third parties, consisting primarily of grower loans, which are substantially collateralized by the underlying assets. The remaining terms of the underlying obligations cover periods up to 5 years, and the maximum potential amount of future payments as of June 27, 2026 was not significant. The likelihood of material payments under these guarantees is not considered probable. At June 27, 2026 and September 27, 2025, no significant liabilities for guarantees were recorded.

We have cash flow assistance programs in which certain livestock suppliers participate. Under these programs, we pay an amount for livestock equivalent to a standard cost to grow such livestock during periods of low market sales prices. The amounts of such payments that are in excess of the market sales price are recorded as receivables and accrue interest. Participating suppliers are obligated to repay these receivables balances when market sales prices exceed this standard cost, or upon termination of the agreement. Our maximum commitment associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets. The potential maximum commitment as of June 27, 2026 was approximately $155 million. At June 27, 2026 and September 27, 2025, we did not have significant net receivables outstanding under these programs.

When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. These funds are generally considered restricted cash, which is reported in the Consolidated Condensed Balance Sheets in Other Assets. We had no deposits at June 27, 2026 and September 27, 2025. Additionally, under certain agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds. We immediately lease the facilities from the local government entities and have an option to re-purchase the facilities for a nominal amount upon tendering the Industrial Revenue Bonds to the local government entities at various predetermined dates. The Industrial Revenue Bonds and the associated obligations for the leases of the facilities offset, and the underlying assets remain in property, plant and equipment. At June 27, 2026, the total amount under these types of arrangements totaled $806 million.

Contingencies

In the normal course of business, we are involved in various claims, lawsuits, investigations and legal proceedings, including those specifically identified below. Each quarter, we determine whether to accrue for loss contingencies based on our assessment of whether the potential loss is probable, reasonably possible or remote and to the extent a loss is probable, whether it is reasonably estimable. We record accruals in the Company’s Consolidated Financial Statements for matters that we conclude are probable and the financial impact is reasonably estimable. The Company further determines whether a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable. Regardless of the manner of resolution, frequently the most significant changes in the status of a matter may occur over a short time period, often following a lengthy period of little substantive activity. While these accruals reflect the Company’s best estimate of the probable loss for those matters as of the dates of those accruals, the recorded amounts may differ materially from the actual amount of the losses for those matters. Listed below are certain claims made against the Company for which the magnitude of the potential exposure could be material to the Company’s Consolidated Financial Statements.

Broiler Antitrust Civil Litigation and Related Matters

Beginning in September 2016, a series of putative federal class action lawsuits styled In re Broiler Chicken Antitrust Litigation (the “Broiler Antitrust Civil Litigation”) were filed in the United States District Court for the Northern District of Illinois against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats, Inc. ("Agri Stats"), an information service provider. As described below, the Company reached agreements to settle all outstanding claims brought against it by the putative classes, and the Court has granted final approval to these settlements.

Certain putative class members chose to opt out of the classes and pursue individual claims against the Company and other defendants in the United States District Court for the Northern District of Illinois. The operative complaints allege that beginning in January 2008, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of broiler chickens and that the defendants manipulated and artificially inflated the Georgia Dock price index. The plaintiffs further allege that the defendants concealed this conduct from the plaintiffs and the members of the putative classes. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees under the United States antitrust laws and various state unfair competition laws, consumer protection laws, and unjust enrichment common laws.

The Court divided the case into two tracks. Plaintiffs electing to proceed in the first track (“Track One”) chose to forego claims relating to the DOJ criminal investigation described below. Plaintiffs electing to proceed in the second track (“Track Two”) could pursue those claims but needed to wait until the completion of the Track One proceedings before doing so.

The first trial in this matter, which involved claims brought by the Direct Purchaser Plaintiff Class and certain direct-action plaintiffs, began on September 12, 2023 and concluded with a jury verdict in favor of the defendant on October 25, 2023. The Company did not participate in the first trial because it had previously settled all of the claims brought by the plaintiffs that participated in that trial. The second and third scheduled trials in this matter, which were to involve claims brought by the Commercial and Institutional Indirect Purchaser Class and the End-User Consumer Plaintiff Class, respectively, were scheduled to begin in March 2024 and September 2024, respectively. Both of these trials were cancelled because all claims brought by these classes were resolved before trial. This completed the Track One proceedings.

On February 11, 2025, the Court denied the defendants’ motion to dismiss the allegations brought by the Track Two plaintiffs. On March 7, 2025, the Court lifted the stay of discovery that had applied to the Track Two claims. Fact discovery in Track Two is now complete, and expert discovery has begun. The Court has entered a case schedule under which the first Track Two trial will begin in September 2027.

Settlements

On January 19, 2021, we announced that we had reached agreements to settle certain class claims related to the Broiler Antitrust Civil Litigation. Settlement terms were reached with the putative Direct Purchaser Plaintiff Class, the putative Commercial and Institutional Indirect Purchaser Plaintiff Class and the putative End-User Plaintiff Class (collectively, the “Classes”). Under the terms of the settlements, we agreed to pay the Classes an aggregate amount of $221.5 million in settlement of all outstanding claims brought by the Classes. On June 29, 2021, December 20, 2021 and April 18, 2022, the Court granted final approval to the settlements with the Direct Purchaser Plaintiff Class, the End-User Plaintiff Class and the Commercial and Institutional Indirect Purchaser Plaintiff Class, respectively. The foregoing settlements do not settle claims made by plaintiffs who have opted out of the Classes in the Broiler Antitrust Civil Litigation.

We are currently pursuing settlement discussions with the remaining opt-out plaintiffs with respect to the remaining claims. While we do not admit any liability as part of the settlements, we believe that the settlements we have entered into have been in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

Government Investigations

U.S. Department of Justice (“DOJ”) Antitrust Division. On June 21, 2019, the DOJ filed a motion to intervene and sought a limited stay of discovery in the Broiler Antitrust Civil Litigation, which the court granted in part. Subsequently, we received a grand jury subpoena from the DOJ seeking additional documents and information related to the chicken industry. On June 2, 2020, a grand jury for the District of Colorado returned an indictment charging four individual executives employed by two other poultry processing companies with conspiracy to engage in bid-rigging in violation of federal antitrust laws. On June 10, 2020, we announced that we uncovered information in connection with the grand jury subpoena that we had previously self-reported to the DOJ and have been cooperating with the DOJ as part of our application for leniency under the DOJ’s Corporate Leniency Program. Subsequently, the DOJ announced indictments against additional individuals, as well as other poultry processing companies, alleging a conspiracy to fix prices and rig bids for broiler chicken products from at least 2012 until at least early 2019. None of these indictments remain pending. In August 2021, the Company was granted conditional leniency by the DOJ for the matters we self-reported, which means that provided the Company continues to cooperate with the DOJ, neither the Company nor any of our cooperating employees will face prosecution or criminal fines or penalties. We continue to cooperate with the DOJ in connection with the ongoing federal antitrust investigation.

State Attorney General Matters. The Offices of the Attorneys General in Washington, New Mexico and Alaska have filed complaints against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats based on allegations similar to those asserted in the Broiler Antitrust Civil Litigation. These complaints alleged violations of state antitrust, unfair trade practice, and unjust enrichment laws. We are cooperating with various state governmental agencies and officials, including the Offices of the Attorneys General for Florida and Louisiana, investigating or otherwise seeking information, testimony and/or documents, regarding the conduct alleged in the Broiler Antitrust Civil Litigation and related matters. In October 2022, we reached an agreement to settle all claims with the Washington Attorney General, and the court entered a consent decree on October 24, 2022. On February 16, 2024, the Company and the State of Alaska filed a stipulation and proposed consent decree reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of Alaska. The court approved this settlement on April 24, 2024. On April 19, 2024, the Company and the State of New Mexico filed a proposed consent judgment reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of New Mexico. The Court approved this settlement on July 23, 2024. While the Company believes it has meritorious defenses to the claims that have been made, we believe that these settlements are in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

At June 27, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $139 million and $64 million, respectively. During the three and nine months ended June 27, 2026, the Company increased the contingency accrual for claims related to these matters by $98 million and did not record any contingency accruals during the same periods ended June 28, 2025. Additionally, during the first nine months of fiscal 2026 and fiscal 2025, the Company reduced its total recorded legal contingency accrual by $23 million and $22 million, respectively, for amounts it had paid related to these matters. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time. However, if facts and circumstances of the matter or assumptions based on present conditions used to determine our estimated liability were to significantly change, we may be exposed to additional material losses.

Pork Antitrust Litigation

Beginning June 18, 2018, a series of putative class action complaints were filed against us and certain of our pork subsidiaries, as well as several other pork processing companies, in the United States District Court for the District of Minnesota styled In re Pork Antitrust Litigation (the “Pork Antitrust Civil Litigation”). The plaintiffs allege, among other things, that beginning in January 2009, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork and pork products in violation of federal antitrust laws. The complaints on behalf of the putative classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may try to do so in the future.

The Offices of the Attorney General in New Mexico and Alaska have filed complaints against us and certain of our pork subsidiaries, as well as several other pork processing companies and Agri Stats. The complaints are based on allegations similar to those asserted in the Pork Antitrust Civil Litigation and allege violations of state antitrust, unfair trade practice, and unjust enrichment laws based on allegations of conspiracies to exchange information and manipulate the supply of pork. On October 18, 2024, we reached a settlement with the State of Alaska to resolve all claims made against the Company for an immaterial amount. The court approved the settlement on January 7, 2025. On May 9, 2025, the Company reached an agreement in principle with the State of New Mexico to resolve all claims made against the Company for an immaterial amount. The court approved the settlement on August 11, 2025. While the Company believes it has meritorious defenses to the claims that have been made, we believe that this settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

In the third quarter of fiscal 2024, we filed and joined motions for summary judgment. On March 31, 2025, the court denied those summary judgment motions as to the claims against the Company. The Company anticipates multiple trials in this matter in various federal districts. The first of these trials was scheduled to begin in May 2026 and involved civil claims brought by the United States Department of Justice and several state attorneys general against Agri Stats. The parties reached settlements and therefore the trial was cancelled. The next trial is scheduled to begin in September 2026. The Company has resolved the claims brought by the plaintiffs in this trial and will therefore not participate in the trial.

While we believe we have valid and meritorious defenses to the claims that have been made in the Pork Antitrust Civil Litigation, we have entered into and are further exploring the possibility of entering into settlements with plaintiff classes and opt-out plaintiffs in the Pork Antitrust Civil Litigation and related matters as a way to avoid the uncertainty, risk, expense and distraction of protracted litigation. On April 11, 2025, the Company reached an agreement in principle with the direct purchase class plaintiffs to settle their claims in this matter for an aggregate of $50 million. On April 28, 2025, the Court granted preliminary approval of this settlement. On September 25, 2025, the Company reached an agreement with the consumer indirect purchaser class to settle their claims in this matter for an aggregate of $85 million. On November 7, 2025, the Court granted preliminary approval of this settlement. On December 31, 2025, the Company executed an agreement with the commercial and institutional indirect plaintiff class to settle their claims in this matter for an aggregate of $48 million. On April 24, 2026, the Court granted preliminary approval of this settlement.

At June 27, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $83 million and $268 million, respectively. In the first quarter of fiscal 2026, the Company increased the contingency accrual for claims related to this matter by $60 million. Additionally, during the first nine months of fiscal 2026, the Company reduced its recorded legal contingency accrual by $245 million for amounts paid related to this matter. During the second quarter of fiscal 2025, the Company increased the contingency accrual for claims related to this matter by $250 million, and during the first nine months of fiscal 2025, the Company made $50 million of payments. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time. However, if facts and circumstances of the matter or assumptions based on present conditions used to determine our estimated liability were to significantly change, we may be exposed to additional material losses.

Beef Antitrust Litigation and Related Matters

Beginning on April 23, 2019, a series of class action complaints were filed against us and our beef and pork subsidiary, Tyson Fresh Meats, Inc. (“Tyson Fresh Meats”), as well as other beef packer defendants, in various federal district courts, including the United States District Court for the Northern District of Illinois, the United States District Court for the District of Minnesota, and the United States District Court for the District of Kansas, by putative classes of direct purchasers, cattle ranchers, indirect purchasers, and indirect cattle producers. The putative classes in these cases allege that the defendants engaged in one or more conspiracies beginning in roughly January 2015 with the aim of reducing fed cattle prices, manipulating the price of live cattle futures and options traded on the Chicago Mercantile Exchange, artificially increasing the cost of beef, and reducing the price of cows, cattle, calves, steers or heifers. The putative classes allege that this conduct violated federal antitrust laws, the Grain Inspection, Packers and Stockyards Act of 1921, the Commodities Exchange Act, and various state unfair competition, consumer protection, and unjust enrichment laws. Their complaints seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may do so in the future. These cases have been transferred to the United States District Court for the District of Minnesota for pretrial purposes. The fact discovery phase ended in early April 2025. The putative classes filed motions for class certification on September 25, 2024. On July 16, 2026, the Court issued an order granting certain motions for class certification and denying others.

On September 29, 2025, the Company reached an agreement with the consumer indirect purchaser plaintiff class to settle their claims in this matter for an aggregate of $55 million. The Court granted preliminary approval to this settlement on December 10, 2025. The Company paid the settlement on November 26, 2025. On December 12, 2025, the Company reached an agreement in principle with the direct purchaser plaintiff class to settle their claims in this matter for an aggregate of $80 million plus $2.5 million in administrative expenses. The Court granted preliminary approval to this settlement on May 14, 2026. The Company had paid the settlement on January 7, 2026. Also on December 12, 2025, the Company reached an agreement in principle with the commercial and institutional indirect plaintiff class to settle their claims in this matter for an aggregate of $47 million. The Court granted preliminary approval to this settlement on May 6, 2026, and the Company paid the settlement on June 2, 2026.

On February 18, 2022, a putative class action was commenced against us, Tyson Fresh Meats, and other beef packer defendants in the Supreme Court of British Columbia styled Bui v. Cargill, Incorporated et al. The putative class is comprised of direct and indirect beef purchasers in Canada between January 1, 2015 and the present, and alleges that the defendants conspired to fix, maintain, increase, or control the price of beef, as well as to fix, maintain, control, prevent, or lessen the production or supply of beef. The complaint alleges a violation of the Competition Act, civil conspiracy, unjust enrichment, and a violation of the Civil Code of Québec. It seeks declarations regarding the alleged conspiracy, general damages, aggravated, exemplary, and punitive damages, injunctive relief, costs, and interest. On March 24, 2022, a putative class action was commenced against the same defendants in the Superior Court of Québec styled De Bellefeuille v. Cargill, Incorporated et al, raising substantially similar allegations and seeking compensatory damages, costs of investigation and interest.

While we believe we have valid and meritorious defenses to the claims that have been made in the Beef Antitrust Civil Litigation and related matters, we have entered into and continue to explore opportunities to reach settlements if it would be in the best interest of the Company, as doing so could avoid the uncertainty, risk, expense and distraction of protracted litigation.

We have received civil investigative demands (“CIDs”) from the DOJ’s Civil Antitrust Division. The CIDs request information related to the Company’s beef business. We continue to cooperate with the DOJ with respect to the CIDs.

At June 27, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Beef Antitrust Civil Litigation matter described above was $215 million and $318 million, respectively. In the first quarter of fiscal 2026, the Company increased the contingency accrual for claims related to this matter by $90 million. Additionally, during the first nine months of fiscal 2026, the Company reduced its recorded legal contingency accrual by $193 million for amounts paid related to this matter. During the nine months ended June 28, 2025, the Company increased the contingency accrual for claims related to this matter by $93 million and did not record any payments. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time. However, if facts and circumstances of the matter or assumptions based on present conditions used to determine our estimated liability were to significantly change, we may be exposed to additional material losses.

Wage Rate Litigation and Related Matters

Poultry. On August 30, 2019, a putative class of non-supervisory production and maintenance employees at chicken processing plants in the continental United States filed class action complaints against us and certain of our subsidiaries, as well as several other poultry processing companies, in the United States District Court for the District of Maryland. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for non-supervisory production and maintenance workers in violation of federal antitrust laws. Additional lawsuits making similar allegations were consolidated, including an amended consolidated complaint containing additional allegations concerning turkey processing plants naming additional defendants. Following mediation, on June 14, 2024, the Company reached an agreement in principle with the putative class plaintiffs to settle all claims in the case for an aggregate amount of $115.5 million. On February 11, 2025, the court entered an order granting preliminary approval of the settlement, and on June 5, 2025, the court entered an order granting final approval of the settlement. While we believe we had valid and meritorious defenses against the allegations, we also believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation. During fiscal 2025, settlement payments of the accrued amount were paid as a result of the preliminary court approval. At September 27, 2025, there was no remaining accrual related to the Poultry wage rate litigation matter described above.

In December 2025 and January 2026, three groups, comprising in the aggregate of less than 300 individuals, who had opted out of the Poultry wage rate litigation class filed complaints against the Company and other Poultry wage rate litigation defendants in the Circuit Courts of Barbour County and Bullock County, Alabama. The complaints repeat the essential factual allegations from the Poultry wage rate litigation but assert solely state-law claims, and were settled for an immaterial amount.

The DOJ’s Antitrust Division has opened a civil investigation into human resources at several poultry companies. We are cooperating with the investigation. The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

Fresh Meats. On November 11, 2022, a putative class of employees at beef-processing and pork-processing plants in the continental United States filed a class action complaint against us and certain of our subsidiaries, as well as several other beef-processing and pork-processing companies, in the United States District Court for the District of Colorado. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for employees in violation of federal antitrust laws.

On December 22, 2023, after a mediation between the parties, the Company reached an agreement in principle with the putative class plaintiffs to settle their claims against the Company. We believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation. Under the terms of the settlement, the Company agreed to pay the putative class an aggregate amount of $72.5 million to completely resolve all claims made against the Company in this matter. The court approved the settlement on January 15, 2025, which was paid during the second quarter of fiscal 2025.

Other Matters

Our subsidiary, The Hillshire Brands Company (formerly named Sara Lee Corporation), is a party to a consolidation of cases filed by individual complainants with the Republic of the Philippines, Department of Labor and Employment and the National Labor Relations Commission (“NLRC”) from 1998 through July 1999. The complaint was filed against Aris Philippines, Inc., Sara Lee Corporation, Sara Lee Philippines, Inc., Fashion Accessories Philippines, Inc., and Attorney Cesar C. Cruz (collectively, the “respondents”). The complaint alleges, among other things, that the respondents engaged in unfair labor practices in connection with the termination of manufacturing operations in the Philippines in 1995 by Aris Philippines, Inc., a former subsidiary of The Hillshire Brands Company. In late 2004, a labor arbiter ruled against the respondents and awarded the complainants approximately $56 million in damages and fees. From 2004 through 2014, the parties filed numerous appeals, motions for reconsideration and petitions for review, certain of which remained outstanding for several years. On December 15, 2016, we learned that the NLRC rendered its decision on November 29, 2016, regarding the respondents’ appeals from the labor arbiter’s 2004 ruling in favor of the complainants. The NLRC increased the award for 4,922 of the total 5,984 complainants to approximately $242 million. However, the NLRC approved a prior settlement reached with the group comprising approximately 18% of the class of 5,984 complainants, pursuant to which The Hillshire Brands Company agreed to pay each settling complainant approximately $1,108. The parties filed numerous appeals, motions for reconsideration and petitions for review related to the NLRC award and settlement payment. The Court of Appeals of the Philippines subsequently vacated the NLRC’s award on April 12, 2018. Complainants filed motions for reconsideration with the Court of Appeals which were denied. Claimants have since filed petitions for writ of certiorari with the Supreme Court of the Philippines, which have been accepted. The Company continues to maintain an accrual in an immaterial amount for estimated probable losses for this matter in the Company’s Consolidated Financial Statements. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.

For a tax-related matter involving the Company, refer to Part I, Item 1. Notes to the Consolidated Condensed Financial Statements, Note 8: Income Taxes.

Various claims have been asserted against the Company, its subsidiaries, and its officers and agents by, and on behalf of, team members who claim to have contracted COVID-19 in our facilities. The Company has not recorded any liability for these matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because it believes the allegations in the claims are without merit and that the Company has valid and meritorious defenses against the allegations.

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