Sec Form 4 Filing - TYSON JOHN H @ TYSON FOODS, INC. - 2025-11-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
TYSON JOHN H
2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS, INC. [ TSN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last) (First) (Middle)
2200 W DON TYSON PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2025
(Street)
SPRINGDALE, AR72762
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/18/2025 J( 1 ) 24,055.905 D 2,980,514.464 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares ( 3 ) 11/17/2025( 3 ) M 30,775.545 ( 3 ) ( 3 ) Class A Common Stock 30,775.545 ( 3 ) 0 D
Performance Shares ( 4 ) 11/18/2025( 4 ) M 91,575.092 ( 4 ) ( 4 ) Class A Common Stock 91,575.092 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TYSON JOHN H
2200 W DON TYSON PARKWAY
SPRINGDALE, AR72762
X Chairman of the Board
Signatures
/s/ Marissa Savells by Power of Attorney for John H. Tyson 11/19/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 18, 2025, 24,055.905 shares of restricted Class A Common Stock vested. The restricted shares were previously reported as beneficially owned by the Reporting Person. The vested shares were settled in cash, as provided for under the terms of the 2000 Stock Incentive Plan, with the Reporting Person receiving $1,290,839.86, based on the closing price of the shares on the date of vesting, less $532,110.01 withheld by the Issuer to satisfy tax withholding obligations, with no shares issued to the Reporting Person. Upon settlement of the vested shares in cash, the vested shares were removed from the Reporting Person's aggregate beneficial ownership.
( 2 )Includes 1,196.386 shares of the Issuer's Class A Common Stock received by the Reporting Person pursuant to the Issuer's dividend reinvestment plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-11.
( 3 )On November 17, 2023 the Reporting Person received a grant of performance shares which would vest in equal installments over two years, the balance of which vested on November 17, 2025 subject to the achievement of a performance metric in the applicable Stock Incentive Agreement. The performance metric was an operating income target of $1.161 billion for the 2024 fiscal year. The performance shares could vest at a level of 25-100 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 100 percent level. On November 17, 2025, 30,775.545 shares vested, as provided for under the terms of the 2000 Stock Incentive Plan, and were settled in cash for $1,634,489.19, based on the closing price on the date of vesting, less $550,048.50 withheld by the Issuer to satisfy tax withholding obligations. Upon settlement of the vested shares in cash, the shares were removed from the Reporting Person's aggregate beneficial ownership.
( 4 )On November 18, 2025, the Reporting Person's grant of performance shares expired without any shares vesting. On November 18, 2022, the Reporting Person received a grant of performance shares, subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $12 billion for the 2023-2025 fiscal years and (b) a favorable comparison of the relative shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2022-2024 fiscal years, and (c) a cumulative return on invested capital of 11.5% for the 2023-2025 fiscal years. The performance shares could have vested at a level of up to 200 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 200 percent level.

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 4(b)(v).
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