| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 04/06/2026 | 3. Issuer Name and Ticker or Trading Symbol
TYSON FOODS, INC. [ TSN ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 27,552.1838(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Non-Qualified Stock Options (Right to Buy) | 11/28/2017 | 11/28/2026 | Class A Common Stock | 2,261 | $58.34 | D | |
| Non-Qualified Stock Options (Right to Buy) | 11/17/2018 | 11/17/2027 | Class A Common Stock | 2,400 | $77.97 | D | |
| Non-Qualified Stock Options (Right to Buy) | 11/19/2019 | 11/19/2028 | Class A Common Stock | 3,855 | $59.42 | D | |
| Non-Qualified Stock Options (Right to Buy) | 11/18/2020 | 11/18/2029 | Class A Common Stock | 2,611 | $89.98 | D | |
| Non-Qualified Stock Options (Right to Buy) | 11/20/2021 | 11/20/2030 | Class A Common Stock | 3,910 | $60.74 | D | |
| Non-Qualified Stock Options (Right to Buy) | 11/19/2022 | 11/19/2031 | Class A Common Stock | 2,647 | $81.51 | D | |
| Non-Qualified Stock Options (Right to Buy) | 11/18/2023 | 11/18/2032 | Class A Common Stock | 2,766 | $65.52 | D | |
| Non-Qualified Stock Options (Right to Buy) | 11/17/2024 | 11/17/2033 | Class A Common Stock | 3,862 | $48.74 | D | |
| Non-Qualified Stock Options (Right to Buy) | 11/18/2025 | 11/18/2034 | Class A Common Stock | 3,139 | $64.54 | D | |
| Performance Shares | (2) | (2) | Class A Common Stock | 1,795.24 | (2) | D | |
| Performance Shares | (3) | (3) | Class A Common Stock | 1,355.748 | (3) | D | |
| Performance Shares | (4) | (4) | Class A Common Stock | 765.664 | (4) | D | |
| Explanation of Responses: |
| 1. Includes 652.377 shares of restricted Class A Common Stock which vest on November 17, 2026; 951.366 restricted stock units ("RSUs") which vest in equal annual increments on November 18, 2026 and November 18, 2027 and become fully vested after two years; and 2,335.926 RSUs which vest in equal annual increments on November 25, 2026, November 25, 2027 and November 25, 2028 and become fully vested after three years. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 2. Award of performance Class A Common Stock which vests on November 17, 2026 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2024-2026) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2024-2026) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires. |
| 3. Award of performance Class A Common Stock which will vest on November 18, 2027 if the performance metrics described in the applicable Stock Incentive Agreement (the SIA) are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three-year (fiscal 2025-2027) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three-year (fiscal 2025-2027) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires. |
| 4. Award of performance Class A Common Stock which will vest on November 25, 2028 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three-year (fiscal 2026-2028) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three-year (fiscal 2026-2028) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 100 percent level. If none of the performance metrics are achieved, the award expires. |
| Remarks: |
| /s/ Marissa Savells by Power of Attorney for Phillip W. Thomas | 04/16/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||