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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended	September 27, 2025

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

001-14704

(Commission File Number)

______________________________________________

TYSON FOODS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________

Delaware

71-0225165

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2200 West Don Tyson Parkway,

Springdale,

Arkansas

72762-6999

(Address of principal executive offices)

(Zip Code)

(479)

290-4000

(Registrant’s telephone number, including area code)

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Class A Common Stock

Par Value

$0.10

TSN

New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

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

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

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

On March 29, 2025, the aggregate market value of the registrant’s Class A Common Stock, $0.10 par value (“Class A stock”), and Class B Common Stock, $0.10 par value (“Class B stock”), held by non-affiliates of the registrant was $17,421,886,888 and $561,642, respectively. Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis, so the market value was calculated based on the market price of Class A stock.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of October 25, 2025.


Class						Outstanding Shares
Class A Common Stock, $0.10 Par Value (“Class A stock”)						283,045,085
Class B Common Stock, $0.10 Par Value (“Class B stock”)						70,009,005

INCORPORATION BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held February 5, 2026, are incorporated by reference into Part III of this Annual Report on Form 10-K.


TABLE OF CONTENTS
		PAGE
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	17
Item 1C.	Cybersecurity Disclosure	17
Item 2.	Properties	19
Item 3.	Legal Proceedings	20
Item 4.	Mine Safety Disclosures	20

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
Item 6.	Selected Financial Data	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	91
Item 9A.	Controls and Procedures	91
Item 9B.	Other Information	92
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	92

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	92
Item 11.	Executive Compensation	93
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	93
Item 13.	Certain Relationships and Related Transactions, and Director Independence	93
Item 14.	Principal Accountant Fees and Services	93

PART IV
Item 15.	Exhibits, Financial Statement Schedules	93
Item 16.	Form 10-K Summary	101

PART I

ITEM 1. BUSINESS

GENERAL

Tyson Foods, Inc. and its subsidiaries (collectively, the “Company,” “we,” “us,” “our,” “Tyson Foods” or “Tyson”) (NYSE: TSN) is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the Company had approximately 133,000 employees (“team members”) on September 27, 2025. Through its Core Values, Tyson Foods strives to operate with integrity, create value for its shareholders, customers, communities and team members, be faith-friendly and inclusive, provide a safe work environment and serve as a steward of the animals, land and environment entrusted to it. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials and feed ingredients; availability of team members to operate our production facilities; and operating efficiencies of our facilities.

We operate a fully vertically-integrated chicken production process. Our integrated operations consist of breeding stock, contract farmers, feed production, processing, further-processing, marketing and transportation of chicken and related specialty products, including animal and pet food ingredients. Through our wholly-owned subsidiary, Cobb-Vantress, we are one of the leading poultry breeding stock suppliers in the world. Investing in breeding stock research and development allows us to breed into our flocks the characteristics found to be most desirable.

We also process live fed cattle and hogs and fabricate dressed beef and pork carcasses into primal and sub-primal meat cuts, case-ready beef and pork and fully-cooked meats. In addition, we derive value from specialty products such as hides and variety meats sold to further processors and others.

We produce a wide range of fresh, value-added, frozen and refrigerated food products. Our products are marketed and sold primarily by our sales staff to grocery retailers, grocery wholesalers, meat distributors, warehouse club stores, military commissaries, industrial food processing companies, chain restaurants or their distributors, live markets, international export companies and domestic distributors who serve restaurants, foodservice operations such as plant and school cafeterias, convenience stores, hospitals and other vendors. Additionally, sales to the military and a portion of sales to international markets are made through independent brokers and trading companies.

As part of our commitment to innovation and growth, we have a subsidiary focused on investing in companies developing breakthrough technologies, business models and products that have the potential to transform the food industry. Tyson New Ventures, LLC is used to broaden our exposure to innovative, new forms of protein and ways of improving animal welfare, water management, and packaging and land stewardship initiatives to complement the Company’s continuing investments in innovation in our core Beef, Pork, Chicken and Prepared Foods businesses.

FINANCIAL INFORMATION OF SEGMENTS

We operate in four reportable segments: Beef, Pork, Chicken and Prepared Foods. We measure segment profit as operating income (loss). International/Other primarily includes our foreign operations in China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC. The contribution of each segment to net sales and operating income (loss), and the identifiable assets attributable to each segment, are set forth in Part II, Item 8, Notes to Consolidated Financial Statements, Note 17: Segment Reporting.

DESCRIPTION OF SEGMENTS

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.

RAW MATERIALS AND SOURCES OF SUPPLY

Beef

The primary raw materials used in our beef operations are live cattle. We do not have facilities of our own to raise cattle but employ cattle buyers located throughout cattle producing areas who visit independent feed yards and public auctions to buy live cattle on the open spot market. These buyers are trained to select high quality animals, and we continually measure their performance. We also enter into various risk-sharing and procurement arrangements with producers to secure a supply of livestock for our facilities. Although we generally expect adequate supply of live cattle in the regions we operate, there may be periods of imbalance in supply and demand. The U.S. cattle market is currently experiencing limited supply of market-ready cattle and uncertainty exists regarding the timing of anticipated cattle herd rebuild.

Pork

The primary raw materials used in our pork operations are live hogs. The majority of our live hog supply is obtained through various procurement relationships with independent producers. We employ hog buyers who make purchase agreements of various time durations as well as purchase hogs on a daily basis, generally a few days before the animals are processed. These buyers are trained to select high quality animals, and we continually measure their performance. Additionally, we raise a small number of weanling swine to sell to independent finishers and to supply a minimal amount of market hogs and live swine for our own processing needs. Although we generally expect adequate supply of live hogs in the regions we operate, there may be periods of imbalance in supply and demand.

Chicken

The primary raw materials used in our domestic chicken operations are corn and soybean meal, used as feed, and live chickens raised primarily by independent contract farmers. Our vertically-integrated chicken process begins with breeding our pedigree and great grandparent stock out to produce the grandparent breeder flocks and ends with broilers for processing. Breeder flocks (i.e., grandparents) are raised to maturity in grandparent growing and laying farms where fertile eggs are produced. Fertile eggs are incubated at the grandparent hatchery and produce pullets (i.e., parents). Pullets are raised to 20 weeks of age, sent to breeder houses, and the resulting eggs are sent to our hatcheries. Once chicks have hatched, they are sent to broiler farms. There, contract farmers care for and raise the chicks according to our standards, with advice from our technical service personnel, until the broilers reach the desired processing weight. Adult chickens are transported to processing facilities where they are harvested and converted into finished products, which are then sent to distribution centers and delivered to customers.

We operate feed mills to produce scientifically-formulated feeds. In fiscal 2025, corn, soybean meal and other feed ingredients were major production costs, representing roughly 53% of our cost of growing a live chicken domestically. In addition to feed ingredients to grow the chickens, we use cooking ingredients, packaging materials and cryogenic agents. We believe our sources of supply for these materials are adequate for our present needs, and we do not anticipate any difficulty in acquiring these materials in the future.

While we produce nearly all our inventory of breeder chickens and live broilers, we also purchase ice-packed or deboned chicken to meet production and sales requirements.

Prepared Foods

The primary raw materials used in our prepared foods operations are commodity-based raw materials, including beef, pork, chicken, turkey, flour, vegetables, cheese, eggs, seasonings and other cooking ingredients. Some of these raw materials are provided by our other segments, while others may be purchased from numerous suppliers and manufacturers. We believe the sources of supply of raw materials are adequate for our present needs.

SEASONAL DEMAND

Demand for beef, chicken, pork and certain prepared foods products, such as hot dogs and smoked sausage, generally increases during the spring and summer months and other key holiday periods and is generally softer during the winter months. Other prepared foods products, such as prepared meals, meat dishes, appetizers, bacon, and breakfast sausage, generally experience increased demand during the winter months, and also key holiday seasons, while demand generally is softer during the spring and summer months.

CUSTOMERS

Walmart Inc. accounted for approximately 18.7% of our fiscal 2025 consolidated sales. Sales to Walmart Inc. were included in all of our segments. Any extended discontinuance of sales to this customer could, if not replaced, have a material impact on our operations. No other single customer or customer group represented more than 10% of fiscal 2025 consolidated sales.

COMPETITION

Our food products compete with those of other food producers and processors and certain prepared food manufacturers. Additionally, our food products compete in markets around the world. We seek to achieve a leading market position for our products via our principal marketing and competitive strategy, which includes:

•identifying target markets for value-added products;

•concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets; and

•utilizing our national distribution systems and customer support services.

Past efforts indicate customer demand can be increased and sustained through application of our marketing strategy, consumer insights, strong analytics to optimize efforts and supported by our distribution systems. The principal competitive elements are advertising, consumer and trade promotions, price, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of products, customer service and credit terms.

FOREIGN OPERATIONS

We sold products in approximately 140 countries and regions in fiscal 2025. Major sales markets include Canada, Central America, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, the Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam. We have the following foreign operations:

•Cobb-Vantress, a chicken breeding stock subsidiary, has business interests in Argentina, Brazil, China, the Dominican Republic, India, New Zealand, Peru, the Philippines, Spain, Tanzania, Turkey and the United Kingdom.

•Tyson Asia-Pacific consists of vertically-integrated chicken production operations in Thailand, multi-protein further-processing operations in Malaysia, a producer and distributor of value-added and cooked chicken and beef products in the Kingdom of Saudi Arabia, and joint venture interests in non-consolidated poultry businesses in Malaysia and the Kingdom of Saudi Arabia.

•Tyson China and Tyson South Korea consist of a vertically-integrated chicken production operation, multi-protein further-processing operations, and a joint venture interest in a non-consolidated chicken processing business in China. Tyson China and Tyson South Korea also sell beef, pork, and chicken products imported from Tyson production facilities in the United States and other global operations.

•Tyson Europe sells chicken products throughout the United Kingdom and Europe produced from our other global operations and co-packer arrangements.

•Vibra Agroindustrial S.A., a joint venture in Brazil in which we have a minority interest, is a vertically-integrated chicken processing business.

•Holding Agro Industrial S.A., a joint venture in Argentina and Uruguay in which we have a minority interest, is a vertically-integrated chicken processing business.

•Tyson Mexico Trading Company, a Mexican subsidiary, sells chicken and prepared foods products primarily from our U.S. operations and co-packer arrangements.

We continue to evaluate growth opportunities in foreign locations. Additional information regarding export sales and long-lived assets located in foreign locations is set forth in Part II, Item 8, Notes to Consolidated Financial Statements, Note 17: Segment Reporting.

RESEARCH AND DEVELOPMENT

We conduct continuous research and development activities which include new product innovation, product improvements, ingredient simplification, manual process automation in our processing facilities and grow-out operations, and chicken breeding stock improvements. Our Discovery Center in Springdale, Arkansas, includes more than 40,000 square feet of United States Department of Agriculture (“USDA”) and United States Food and Drug Administration (“FDA”) pilot plant space, consumer sensory and focus group areas, a packaging lab and 19 research kitchens. The center enables us to bring new market-leading retail and foodservice products to the customer quickly and efficiently. Additionally, we have a Manufacturing Automation Center in Springdale, Arkansas, designed to develop new manufacturing solutions and to enhance team member training on new technology. Further, we have research and development capabilities located in several international locations where we operate.

ENVIRONMENTAL REGULATION AND FOOD SAFETY

Environmental Regulation

Our facilities for processing beef, pork, chicken, turkey and prepared foods, milling feed and housing live chickens and swine are subject to many international, federal, state and local environmental laws and regulations, including provisions relating to all environmental media - air, land and water, and generally provide for environmental protection.

We believe we are in substantial compliance with such applicable laws and regulations and are not aware of any violations of such laws and regulations likely to result in material penalties or material increases in compliance costs. The cost of compliance with such laws and regulations has not had a material adverse effect on our capital expenditures, earnings or competitive position, and except as described below, is not anticipated to have a material adverse effect in the future.

Various federal, state and international regulatory agencies and governments continue to consider, adopt or revise programs that regulate, report, and control greenhouse gas emissions. Although we have not incurred significant costs or capital expenditures specific to greenhouse gas emission compliance, these requirements are continually evolving. As the exact impact of new or additional greenhouse gas emission controls and requirements remains in flux, it cannot be determined whether such impacts would have a material adverse effect.

We closely monitor developments in this area and strive to mitigate risks related to greenhouse gas emissions through environmental compliance and climate-related initiatives. For example, we collect and monitor greenhouse gas emissions data, which can be used to inform greenhouse gas emission reduction and removal interventions in our operations and supply chain. We continue to evaluate climate-related goals and initiatives, including corresponding costs, evolving legal landscapes, stakeholder expectations, and customer and consumer understanding of climate action.

We remain committed to serving as stewards of the people, land, animals and resources entrusted to our care, consistent with our core values. We take a comprehensive and holistic approach to managing natural resources and continuously work to increase operational efficiencies, reduce greenhouse gas emissions across the supply chain, and partner with stakeholders to create a more resilient food system. Additionally, we continue to support agricultural practices and business operations that further these efforts and work to strengthen the overall resiliency of the U.S. agricultural system. Our climate strategy is evolving and efforts are underway to refresh and embed our strategy into our business and operations.

Food Safety

We work to ensure our products meet high standards of food safety and quality. In addition to our own internal Food Safety and Quality Assurance oversight and review, our beef, pork, chicken, and prepared foods products are subject to inspection, primarily by the USDA and the FDA. We also participate in the USDA’s Hazard Analysis and Critical Control Points (“HACCP”) program or FDA’s Hazard Analysis and Risk-Based Prevention Controls (“HARPC”) program as applicable and are subject to the Sanitation Standard Operating Procedures and the Public Health Security and Bioterrorism Preparedness and Response Act of 2002. Additionally, our foreign operations are subject to various other food safety and quality assurance oversight and review.

HUMAN CAPITAL MANAGEMENT

Employees and Labor Relations

As of September 27, 2025, we employed approximately 133,000 team members globally. Approximately 116,000 team members were employed in the United States, of whom approximately 110,000 were employed at non-corporate sites such as production facilities, warehouses, truck shops, hatcheries and feed mills. Approximately 17,000 team members were employed in other countries, primarily in Thailand and China. For fiscal 2025, our domestic workforce experienced a 3.5% increased retention rate from fiscal 2024. Approximately 31,000 team members in the United States were subject to collective bargaining agreements with various labor unions, with approximately 47% of those team members at locations either under negotiation for contract renewal or included under agreements expiring in fiscal 2026. The remaining agreements expire over the next several years. Approximately 6,000 team members in other countries were subject to collective bargaining agreements. We believe our overall relations with our workforce in both unionized and non-union settings are healthy.

Health, Safety and Wellbeing

We maintain a safety culture grounded on the premise of eliminating workplace incidents, risks and hazards. In an effort to ensure our team members are highly engaged and prepared for success at Tyson Foods, we emphasize comprehensive training programs. Newly hired team members participate in orientation programs and on-the-job training. Additionally, all team members receive comprehensive annual compliance training, covering essential topics such as team member safety, food safety, and other vital areas. We review and monitor our safety performance closely. As an expansion of our wellbeing culture and efforts to boost the overall health and wellness of our workforce, we continue to operate health clinics near our production facilities, giving team members and their families easier access to high-quality healthcare.

Team Member Engagement

We firmly believe innovation thrives when teams come together, bringing a multitude of perspectives to propel progress and growth. We believe the varied experiences of our team make us strong, and we strive to create a workforce in which every team member contributes to our collective success. Our commitment to our team is rooted in our desire to create working environments that enable team members to succeed while supporting the growth of our communities. We maintain policies, practices and strong governance that are designed to enable team member success across our organization. Our policies and practices underscore our commitment to providing a work environment free from all forms of discrimination and harassment. All new team members receive policy training during onboarding, as well as annually. We also maintain an Equal Opportunity Employer statement that details our commitment to equal opportunity in all aspects of employment.

Talent and Development

Our talent strategy and philosophy is focused on attracting the best talent, recognizing and rewarding performance, while continually developing, engaging and retaining our team members. We focus on the team member experience, removing barriers to engagement, further modernizing the human resources process, focusing on frontline team member retention and striving to continuously improve all of our talent practices. Through our Upward Academy Onsite Program, we offer English as a second language, high-school equivalency, citizenship, financial literacy and digital literacy training to all team members. As of September 27, 2025, the onsite program was operating at 40 Company locations. All team members can also access Upward Academy online, a frontline career development program. This program helps team members further hone professional skills and creates opportunities for our team members to advance to higher-paying, more senior-level positions within the Company through college degrees, job skills training and workforce certifications at no cost up to $5,250 per year. We strive to grow and develop the different capabilities and skills that we need for the future, while maintaining a robust pipeline of talent throughout the organization.

MARKETING AND DISTRIBUTION

Our principal marketing objective is to be the preferred provider of beef, pork, chicken and prepared foods products for our customers and consumers. We build the Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp® brands while supporting strong regional and emerging brands primarily through distinctive brand and product advertising, promotion and public relations efforts focused toward key consumer targets with specific needs. We identify growth and business opportunities through consumer and customer insights derived via leading research and analytic capabilities, while continually enhancing our digital marketing acumen to leverage technology and data in delivering more personalized, relevant brand experiences. We utilize our national distribution system and customer support services to achieve the leading market position for our products and brands.

We have the ability to produce and ship fresh, frozen and refrigerated products worldwide. Domestically, our distribution system extends to a broad network of food distributors and is supported by our owned or leased cold storage warehouses, public cold storage facilities and our transportation system. Our distribution centers accumulate fresh and frozen products so we can fill and consolidate partial-truckload orders into full truckloads, thereby decreasing shipping costs while increasing customer service. In addition, we provide our customers a wide selection of products that do not require large volume orders. Our distribution system enables us to supply large or small quantities of products to meet customer requirements anywhere in the continental United States. Internationally, we utilize both rail and truck refrigerated transportation to domestic ports, where consolidations take place to transport to foreign destinations.

PATENTS AND TRADEMARKS

We have filed a number of patent applications relating to our processes and products that either have been granted or are in the process of review. Because we do a significant amount of brand name and product line advertising to promote our products, we consider the protection of our trademarks to be important to our marketing efforts, and we regularly register and apply for the registration of a number of trademarks. We also have developed non-public proprietary information regarding our production processes and other product-related matters. We utilize internal procedures and safeguards to protect the confidentiality of such information and, where appropriate, seek patent and/or other protection for the technology we utilize.

INDUSTRY PRACTICES

Our agreements with customers are generally short-term, primarily due to the nature of our products, industry practices and fluctuations in supply, demand and price for such products. In certain instances where we are selling further processed products to large customers, we may enter into written agreements whereby we will act as the exclusive or preferred supplier to the customer, with pricing terms that are either fixed or variable.

AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERNANCE DOCUMENTS ON INTERNET WEBSITE

We maintain an internet website for investors at https://ir.tyson.com. On this website, we make available, free of charge, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, iXBRL (inline eXtensible Business Reporting Language) reports, and all amendments to any of those reports, as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the Securities and Exchange Commission (the “SEC”). Also available on the website to review and print for investors are the Corporate Governance Principles, Audit Committee charter, Compensation and Leadership Development Committee charter, Governance and Nominating Committee charter, Strategy and Acquisitions Committee charter, Code of Conduct, Reporting of Potential Financial Misconduct Policy and other corporate governance policies. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

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

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

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

ITEM 1A. RISK FACTORS

These risks, which should be considered carefully with the information provided elsewhere in this report, could materially adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

BUSINESS & OPERATIONAL RISK FACTORS

We may not realize any or all of the anticipated benefits of our financial excellence programs and operational optimization plans, which may prove to be more difficult, costly or time consuming than expected.

The success of our financial excellence programs or operational optimization plans, including the network optimization plan, will depend in part on our ability to successfully implement these programs and plans or any future such programs and plans in an efficient and effective manner. The implementation of financial excellence programs and operational optimization plans may be more difficult, costly, or time-consuming than expected, and may not result in any or all of the anticipated benefits. If we are unable to implement such programs or plans smoothly or successfully, or we otherwise do not realize the anticipated benefits or capture the anticipated savings, our business, results of operations and financial condition could be negatively impacted.

We are subject to risks associated with our international activities, which could negatively affect our sales to customers in foreign locations, as well as our operations and assets in such locations and in the United States.

In fiscal 2025, we sold products to customers in approximately 140 countries. Major sales markets include Canada, Central America, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, the Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam. Our sales to customers in foreign countries for fiscal 2025 totaled $7.4 billion, of which $4.8 billion related to export sales from the United States. In addition, we had approximately $0.7 billion of long-lived assets, excluding goodwill, intangibles, financial instruments and deferred tax assets, located in foreign locations, primarily Brazil, China, New Zealand, Malaysia, the Middle East and Thailand, at the end of fiscal 2025.

We are subject to various risks and uncertainties relating to international sales and operations, including: closing of borders by foreign countries to the import of beef, pork and poultry products due to animal disease or other perceived health or safety issues; the impact of currency exchange rate fluctuations between the United States dollar and foreign currencies, particularly the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican peso and the Thai baht; political and economic conditions, including ongoing conflicts and political tensions; and difficulties and costs of complying with different legal, tax and regulatory requirements impacting exports and other international activities.

Changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, and customs restrictions, could require us to change the way we conduct business, impose increased costs, and reduce demand for our products. Tariffs and trade disputes could increase the price of our goods in the affected countries and result in less or no demand. In addition, tariffs could affect the pricing of commodities and raw materials, and this could impose additional costs on us or on our suppliers, which could affect the costs and availability of sourcing of such commodities and raw materials. The extent and duration of tariffs is subject to change, and this could adversely affect general economic conditions. In times of economic uncertainty, consumers may purchase fewer products or shift to lower-priced offerings such as private-label goods, and this could adversely affect our product sales.

Negative consequences relating to these risks and uncertainties could jeopardize or limit our ability to transact business in one or more of those markets where we operate or in other developing markets and could adversely affect our financial results.

Global pandemics have had, and may in the future have, an adverse impact on our business and operations.

Our business relies on the health and well-being of our employees who run the day-to-day operations of the Company. Global pandemics, or localized epidemics, have had and may in the future have an adverse impact on our business and operations. During the COVID-19 pandemic, many parts of our business and operations were negatively affected. Negative effects from a global pandemic could include an increase in operating costs in connection with higher costs associated with protecting the health and safety of team members. If there is a pandemic, we may also experience disruption and volatility in our supply chain, which could result in increased costs for certain raw materials, packaging materials and transportation costs. In addition, our operations, or those of producers who provide live animals to our production operations, may become more limited in their ability to procure, deliver, or produce our food products because of labor shortages.

Our business and reputation could suffer if we are unable to protect our information technology systems against, or effectively respond to, cyber attacks, other cyber incidents or security breaches or if our information technology systems are otherwise disrupted.

Information technology is key to our business operations, and we rely on information technology systems to, among other things, manage business data, increase efficiencies in our production and distribution facilities, manage sales and inventory, process financial information, and communicate with our facilities, personnel, customers and suppliers. Information communicated through our information technology systems include confidential information, such as personal health information, payment and financial information, intellectual property and customer information. Our information technology systems may be vulnerable to disruption, including as a result of upgrading, replacing or integrating software and databases, user errors, natural disasters, telecommunications failures, computer viruses, cyber attacks, disruptions of software-as-a-service and cloud hosting providers, unauthorized access attempts and other security issues.

We have in the past experienced, and may in the future face, cyber attacks, other cyber incidents, disruptions or security breaches, and there can be no assurance that we will always be able to sufficiently mitigate the impact to our business and operations. We have implemented and continue to evaluate cyber-security initiatives and business continuity and disaster recovery plans to mitigate our exposure to these risks, but these measures may not be adequate, as attempted cyber attacks or breaches become more sophisticated. In addition, new technologies, such as artificial intelligence and quantum computing, may present new technological risks or vulnerabilities. We may not be able to anticipate or react to new types of cyber attacks or vulnerabilities and we may face delays in our detection or remediation of security breaches and other security-related incidents or vulnerabilities.

Any failure of our information technology systems could cause transaction errors, processing inefficiencies, loss of customers and sales, have negative consequences on our team members, business partners, and operations, and may expose us to liability, litigation and regulatory enforcement actions. If there is wide scale disruption to our systems, we may need to shut parts or all of our systems down to run tests and repairs. Any such downtime could have significant impacts on our ability to continue our business operations, including our ability to operate our facilities, manage and track inventory, and manage and track incoming new orders and statuses of existing orders. In the event any significant failure of our systems requires us to upgrade or set up new systems, the oversight and implementation of the new system and training of personnel could be costly, there may be further disruptions from potential instability in the new system, and there may be heightened cybersecurity risks in connection with the migration of data to the new system.

In addition, such incidents could result in unauthorized or accidental disclosure of material confidential information or personally identifiable information. We may suffer financial and reputational damage or penalties because of the unauthorized disclosure of confidential information belonging to us or to our business partners, customers, consumers or suppliers. Similar risks exist with respect to the third-party vendors that we rely upon for aspects of our information technology support services and administrative functions, including health and benefit plan administration and certain finance and accounting functions, and systems managed, hosted, provided and/or used by third parties and their vendors. We have not experienced any significant cyber-related events in fiscal 2025.

We may not be able to successfully consummate favorable strategic acquisitions or divestitures or successfully integrate acquired businesses.

We periodically evaluate potential acquisitions, joint ventures and other initiatives, and may seek to expand our business through such activities. Acquisitions and joint ventures involve financial and operational risks and uncertainties, and there may be challenges in realizing the anticipated benefits of these transactions, or in the availability and terms of debt or equity financing for these transactions. We may not be able to successfully integrate and develop acquired companies or businesses into profitable units. If we are unable to do this, such expansion could adversely affect our financial results.

Additionally, from time to time, we may divest businesses that do not align with our strategic objectives or that do not meet our growth or profitability targets. We may not be able to complete desired or proposed divestitures on terms favorable to us. Gains or losses on the sales of, or lost operating income from, those businesses may affect our profitability and margins. Moreover, we may incur asset impairment charges related to divestitures that reduce our profitability. Our divestiture activities may present financial, managerial and operational risks, which could adversely affect our product sales, financial condition and results of operations.

Tyson Limited Partnership can exercise significant control.

As of September 27, 2025, Tyson Limited Partnership (the “TLP”) owns 99.987% of the outstanding shares of the Company’s Class B Common Stock, $0.10 par value (“Class B stock”), and the TLP and members of the Tyson family own, in the aggregate, 2.56% of the outstanding shares of the Company’s Class A Common Stock, $0.10 par value (“Class A stock”), giving them, collectively, control of approximately 71.94% of the total voting power of the Company’s outstanding voting stock. As of September 27, 2025, through a series of trusts, Mr. John Tyson, Chairman of the Board of Directors, controls 44.445% of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, controls 11.115% of the general partner percentage interests (the remaining general partnership interests are held by the Donald J. Tyson Revocable Trust (44.44%)). As a result of these holdings, positions and directorships, the partners in the TLP have the ability to exert substantial influence or actual control over our management and affairs and over substantially all matters requiring action by our stockholders, including amendments to our restated certificate of incorporation and by-laws, the election and removal of directors, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions. This concentration of ownership may also delay or prevent a change in control otherwise favored by our other stockholders and could depress our stock price. Additionally, as a result of the TLP’s significant ownership of our outstanding voting stock, we are eligible for, and have elected to rely on, “controlled company” exemptions from certain corporate governance requirements of the New York Stock Exchange.

INDUSTRY RISK FACTORS

Fluctuations in commodity prices and in the availability of raw materials, especially feed grains, live cattle, live swine and other inputs could negatively impact our earnings.

Our results of operations and financial condition, as well as the selling prices for our products, are dependent upon the cost and supply of commodities and raw materials such as beef, pork, poultry, corn, soybean meal and vegetable oils. Corn, soybean meal and other feed ingredients, for instance, represented roughly 53% of our cost of growing a live chicken in fiscal 2025.

Production and pricing of these commodities are determined by constantly changing market forces of supply and demand over which we have limited or no control. Volatility in our commodity and raw material costs directly impact our gross margin and profitability. The Company’s objective continues to be to offset commodity price increases with pricing actions over time. However, we may not always be able to increase our product prices enough to sufficiently offset increased raw material costs due to consumer price sensitivity or the pricing postures of our competitors. In addition, if we increase prices to offset higher costs, we could experience lower demand for our products and sales volumes. Conversely, decreases in our commodity and other input costs may create pressure on us to decrease our prices. While we use derivative financial instruments, primarily futures and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity, we do not fully hedge against changes in commodity prices.

Over time, if we are unable to price our products to cover increased costs, to offset operating cost increases with continuous improvement savings or are not successful in our commodity hedging program, then commodity and raw material price increases could materially and adversely affect our profitability, financial condition and results of operations.

The prices we receive for our products may fluctuate due to competition from other food producers and processors.

The food industry in general is intensely competitive. We face competition from other food producers and processors that have various product ranges and geographic reach. From time to time, in response to competitive pressures or to maintain market share, we may need to reduce the prices for some of our products or increase or reallocate spending on marketing, advertising and promotions and new product innovation. Such pressures also may restrict our ability to increase prices in response to raw material and other cost increases. Any reduction in prices as a result of competitive pressures, or any failure to increase prices to offset cost increases, could harm our profit margins. If we reduce prices but we cannot increase sales volumes to offset the price changes, then our financial condition and results of operations could be adversely affected. Alternatively, if we do not reduce our prices and our competitors seek advantage through pricing or promotional changes, our revenues and market share could also be adversely affected.

Disease outbreaks can adversely impact our ability to conduct our operations and the supply and demand for our products.

Supply of and demand for our products can be adversely impacted by disease outbreaks impacting animals, animal products, and livestock, such as African swine fever (“ASF”), Bovine Spongiform Encephalopathy, Foot and Mouth Disease, Highly Pathogenic Avian Influenza (“HPAI”), and New World screwworm, which can have a significant impact on our financial results. In recent years, ASF has impacted hog herds in China, Asia, Europe, and the Caribbean, and if an outbreak of ASF were to occur in the United States, the Company’s supply of hogs and pork could be materially impacted. HPAI has been detected in the United States in dairy cattle, wild birds, mammals, and farm workers directly exposed to infected dairy or poultry. Efforts are taken to control disease risks by adherence to good production practices and extensive precautionary biosecurity measures designed to ensure the health of livestock and poultry. However, outbreaks of disease and other events, which may be beyond our control, either in our own livestock and poultry, or livestock and poultry owned by independent producers who supply us, could significantly affect demand for our products, consumer perceptions of certain food products, the availability of livestock and poultry for purchase by us and our ability to conduct our operations. Moreover, the outbreak of diseases impacting animals, animal products, and livestock, particularly in our Chicken segment, could have a significant effect on the livestock and poultry we own by requiring us to, among other things, destroy any affected animals. Furthermore, an outbreak of disease could result in governmental restrictions on the import and export of our products to or from our suppliers, facilities or customers. This could also result in negative publicity that may have an adverse effect on our ability to market our products successfully, and on our financial results.

Changes in consumer preference and failure to maintain favorable consumer perception of our brands and products could negatively impact our business.

The food industry in general is subject to changing consumer trends, demands and preferences. Trends within the food industry change often, and failure to identify and react to changes in these trends could lead to, among other things, reduced demand and price reductions for our brands and products. We strive to respond to consumer preferences and social expectations, but we may not be successful in our efforts.

We could be adversely affected if consumers lose confidence in the safety and quality of certain food products or ingredients, or the food safety system generally. Prolonged negative perceptions concerning the health implications of certain food products or ingredients or loss of confidence in the food safety system generally could influence consumer preferences and acceptance of some of our products and marketing programs. Continued negative perceptions and failure to satisfy consumer preferences could materially and adversely affect our product sales, financial condition and results of operations.

Failure to continually innovate and successfully launch new products and maintain our brand image through marketing investment could adversely impact our operating results.

Our financial success is dependent on anticipating changes in consumer preferences, purchasing behaviors and dietary habits and successfully developing and launching new products and product extensions that consumers want in the channels where they shop. We devote significant resources to new product development and product extensions; however, we may not be successful in developing innovative new products or our new products may not be commercially successful. To the extent we are not able to effectively gauge the direction of our key markets and successfully identify, develop, manufacture and market new or improved products in these changing markets, such as adapting to emerging e-commerce channels, our financial results and our competitive position will suffer. In addition, our introduction of new products or product extensions may generate litigation or other legal proceedings against us by competitors claiming infringement of their intellectual property or other rights, which could negatively impact our results of operations.

We have a number of iconic brands with significant value. Maintaining and continually enhancing the value of these brands is critical to the success of our business. Brand value is based in large part on consumer perceptions. Success in promoting and enhancing brand value depends in large part on our ability to provide high-quality products. We seek to maintain and extend the image of our brands through marketing investments, including advertising, consumer promotions and trade spend. Due to inherent risks in the marketplace associated with advertising, promotions and new product introductions, including uncertainties about trade and consumer acceptance, our marketing investments may not prove successful in maintaining or increasing our market share and could result in lower sales and profits. Continuing global focus on health and wellness, including weight management, and increasing media attention to the role of food marketing could adversely affect our brand image or lead to stricter regulations and greater scrutiny of food marketing practices.

Our success in maintaining, extending and expanding our brand image also depends on our ability to adapt to a rapidly changing media environment, including our increasing reliance on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands or our products on social or digital media could seriously damage our reputation and brand image.

We are subject to a variety of legal and regulatory restrictions on how and to whom we market our products, for instance marketing to children, which may limit our ability to maintain or extend our brand image. If we do not maintain or extend our brand image, then our product sales, financial condition and results of operations could be materially and adversely affected.

The loss of one or more of our largest customers could negatively impact our business.

Our business could suffer significant setbacks in sales and operating income if our customers’ plans and/or markets change significantly or if we lost one or more of our largest customers, including, for example, Walmart Inc., which accounted for 18.7% of our sales in fiscal 2025. There can be no assurance that significant customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past.

Alternative retail channels, such as convenience stores, dollar stores, drug stores, club stores and Internet-based retailers have increased their market share. This trend towards alternative channels is expected to continue in the future. If we are not successful in expanding sales in alternative retail channels, our business or financial results may be adversely impacted. Many of our customers have consolidated in recent years, and consolidation is expected to continue throughout the United States and in other major markets. These consolidations have produced large, sophisticated customers with increased buying power who are more capable of operating with reduced inventories, opposing price increases, and demanding lower pricing, increased promotional programs and specifically tailored products. These customers also may use shelf space currently used for our products for their own private label products. Because of these trends, our volume growth could slow or we may need to lower prices or increase promotional spending for our products. Additionally, these large customers may demand more favorable terms that may expose us to greater risks, including uncapped indemnification and no limitation of liability provisions. Such terms may obligate us to pay significant amounts in connection with potential losses arising from claims and related legal proceedings, and any such claims could also affect our reputation and our relationship with customers. We generally attempt to limit the maximum amount of indemnification or liability that we could be exposed to under our contracts, but this is not always possible without risking the loss of a customer relationship, particularly with our more significant customers. The loss of a significant customer or a material reduction in sales to, or adverse change to trade terms with, a significant customer could materially and adversely affect our product sales, financial condition and results of operations.

Failure to leverage our brand value propositions to compete against private label products, especially during economic downturn, may adversely affect our profitability.

In many product categories, we compete not only with other widely advertised branded products, but also with private label products that generally are sold at lower prices. Consumers are more likely to purchase our products if they believe that our products provide a higher quality and greater value than less expensive alternatives. If the difference in quality between our brands and private label products narrows, or if there is a perception of such a narrowing, consumers may choose not to buy our products at prices that are profitable for us. In addition, in periods of economic uncertainty, consumers tend to purchase more lower-priced private label or other economy brands. To the extent this occurs, we could experience a reduction in the sales volume of our higher margin products or a shift in our product mix to lower margin offerings. In addition, in times of economic uncertainty, consumers reduce the amount of food that they consume away from home at our foodservice customers, which in turn reduces our product sales.

LABOR & EMPLOYMENT RISK FACTORS

Labor shortages and increased turnover or increases in employee and employee-related costs could have adverse effects on our profitability.

Labor shortages and increased turnover rates within our team members have led to and could in the future lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees and could negatively affect our ability to efficiently operate our production facilities or otherwise operate at full capacity. An overall or prolonged labor shortage, lack of skilled labor, increased turnover or labor inflation could have an adverse impact on our operations, results of operations, liquidity or cash flows.

We depend on the availability of, and good relations with, our team members and their labor unions.

We have approximately 133,000 team members, approximately 37,000 of whom are covered by collective bargaining agreements or are members of labor unions. Our operations depend on the availability and relative costs of labor and maintaining good relations with team members and the labor unions. If we fail to maintain good relations with our team members or with the labor unions, we may experience labor strikes or work stoppages, which could adversely affect our financial results.

If we are unable to attract, hire or retain key team members or a highly skilled and experienced global workforce, it could have a negative impact on our business, financial condition or results of operations.

Our continued growth requires us to attract, hire, retain and develop key team members and maintain a highly skilled and experienced global workforce. We compete to attract and hire highly skilled team members and our own team members are highly sought after by our competitors and other companies. Competition could cause us to lose talented team members, and unplanned turnover could deplete our institutional knowledge and result in increased costs due to increased competition for team members. In addition, our compensation arrangements may not always be successful in attracting new employees or retaining our existing team members.

We depend on contract farmers and independent producers to supply us with livestock.

We contract primarily with independent contract farmers to raise the live chickens and turkeys processed in our poultry operations. A majority of our cattle and hogs are purchased from independent producers who sell livestock to us under marketing contracts or on the open market. If we do not attract and maintain contracts with farmers or maintain marketing and purchasing relationships with independent producers, our production operations could be negatively affected. Certain of our competitors may also negotiate more favorable contract terms that could provide them with competitive advantages and affect our supply.

LEGAL & REGULATORY RISK FACTORS

Product liability claims could adversely affect our business operations and financial results, or damage our reputation.

We face a risk of product liability claims from potential contamination of our products by foreign materials, disease-producing organisms or pathogens, such as Listeria monocytogenes, Salmonella, and E. coli, or exposure to chemicals of concern from packaging or environmental exposure. These risks may be controlled, but may not be eliminated, by adherence to good manufacturing practices, finished product testing, and supply chain due diligence initiatives. We have little, if any, control over handling procedures for raw materials used in our products occurring upstream in the value chain and handling procedures for our products after they have been shipped for distribution. Any potentially contaminated products or allegation of contaminated products could result in an increased risk of exposure to product liability claims, regulatory scrutiny, and assessment of penalties, including injunctive relief and plant closings, by federal and state regulatory agencies, and adverse publicity, which could exacerbate the associated negative consumer reaction. Some of our commercial contracts with our customers have uncapped indemnification clauses or no limitation of liability provisions, so any of these occurrences could cause us to pay significant amounts in penalties and spend significant resources, which could have an adverse effect on our financial results. While we may benefit from indemnification obligations from certain of our customers, such protections may not adequately cover all claims brought against us or cover only a portion of such claims. In addition, we may be required to recall some of our products in response to a regulatory action, customer concern, or alleged contamination. A widespread product recall could result in significant financial losses due to the costs of a recall, the destruction of product inventory and lost sales due to the unavailability of product for a period of time. Such a product recall also could result in adverse publicity, damage to our reputation, and a loss of consumer confidence in our products, which could have an adverse effect on our business results and the value of our brands.

The Company is required to comply with stringent environmental laws and regulations.

Our past and present business operations and ownership and operation of our facilities are subject to stringent federal, state, local, and, in some cases, foreign, environmental laws and regulations relating to the protection of the environment. For more information, refer to “Environmental Regulation and Food Safety” in Item 1 of this Annual Report on Form 10-K. Compliance with these laws and regulations, and the ability to comply with any future changes to these laws and regulations or with new laws and regulations that may be enacted, is material to our business. Some of our facilities have been in operation for many years, and, over time, we and other prior operators of these facilities may have incurred environmental liabilities, such as costs related to the disposal of wastes that are now deemed hazardous. Our products are similarly subject to many evolving environmental laws, such as labeling and disclosure requirements, packaging specifications, and waste reduction initiatives (including those related to single-use plastics and extended producer responsibility obligations). Increased compliance costs and expenses due to increasing legal and regulatory environmental requirements could be prohibitively costly and may cause disruptions in, or an increase in the costs associated with, the running of our production facilities or production of products.

New or more stringent domestic and international government regulations could impose material costs on us and could adversely affect our business.

Our operations are subject to extensive federal, state and foreign laws and regulations by authorities that oversee raw material inputs, relationships or interactions with growers, farmers, and ranchers, food safety standards, and processing, packaging, storage, distribution, advertising, labeling, and export of our products. Changes in laws or regulations that impose new or additional regulatory requirements on food products, such as new or evolving requirements for raw material sourcing, supply chain due diligence, and product labeling and disclosures could increase our cost of doing business or restrict our actions, causing our results of operations to be adversely affected.

Failure to comply with applicable legal standards or requirements could result in regulatory enforcement actions, legal claims or class actions lawsuits, or affect our product sales, reputation and profitability.

We operate in a highly regulated environment with constantly evolving legal and regulatory frameworks. Consequently, we are subject to heightened risk of legal claims or other regulatory enforcement actions. Although we have implemented policies and procedures designed to ensure compliance with existing laws and regulations, there can be no assurance that our team members, contractors, or agents will not violate our policies and procedures. Moreover, a failure to maintain effective control processes could lead to violations, unintentional or otherwise, of laws and regulations. Legal claims or regulatory enforcement actions arising out of our failure or alleged failure to comply with applicable laws and regulations, including those contained in Item 3, Legal Proceedings and Part II, Item 8, Notes to Consolidated Financial Statements, Note 20: Commitments and Contingencies in this Annual Report on Form 10-K, could subject us to civil and criminal penalties, including debarment from governmental contracts, that could adversely affect our product sales, reputation, financial condition and results of operations. Loss of or failure to obtain necessary permits and registrations could delay or prevent us from meeting current product demand, introducing new products, building new facilities or acquiring new businesses and could adversely affect operating results.

Climate change may have a long-term adverse impact on our business.

The effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and the results of operations. Climate change and rising global temperatures may contribute to changing weather patterns, elongated drought periods, heavier or more frequent storms and wildfires, and increased frequency and severity of natural disasters, and may limit the availability, or increase the cost, of key agricultural commodities and natural resource ingredients and manufacturing inputs, as well as raw materials such as beef, pork, poultry, corn, soybean meal and other feed ingredients. Increased frequency or severity of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our products, and could adversely affect operating results. In addition, climate change may require us to make additional unplanned capital expenditures.

Increasing concern over climate change also may adversely impact demand for our products due to changes in consumer preferences and result in additional legal or regulatory requirements designed to manage greenhouse gas emissions, climate risks, and resulting environmental impacts. Increased energy or compliance costs and expenses due to increased legal or regulatory requirements could be prohibitively costly and may cause disruptions in, or an increase in the costs associated with, the running of our production facilities. Furthermore, compliance with any such legal or regulatory requirements may require us to make significant changes to our business operations and strategy, which will likely incur substantial time, attention, and costs.

Finally, we currently provide certain climate-related disclosures. These disclosures may be based on evolving standards, controls, and internal processes, or connect to assumptions that are subject to change. There can be no assurance that our current disclosures and targets, and the methodologies that we currently use to support our disclosures and progress towards our targets, will satisfy any new or evolving regulations and legal requirements in the U.S. and abroad, and the costs of aligning our current disclosures to any new legal requirements may be significant.

FINANCIAL RISK FACTORS

Our level of indebtedness and the terms of our indebtedness could negatively impact our business and liquidity position.

Our indebtedness, including any borrowings under our revolving credit and term loan facilities and commercial paper program, may increase from time to time for various reasons, including fluctuations in operating results, working capital needs, capital expenditures and possible acquisitions, joint ventures or other significant initiatives. Our consolidated indebtedness level could adversely affect our business because it may limit or impair our ability to obtain financing in the future; our credit ratings (or any decrease to our credit ratings) could restrict or impede our ability to access capital markets at desired interest rates and increase our borrowing costs; a portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes; and it may restrict our ability to pay dividends.

Our revolving credit and term loan facilities 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.

An impairment in the carrying value of our goodwill or indefinite life intangible assets could negatively impact our consolidated results of operations and net worth.

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. In assessing the carrying value of goodwill and indefinite life intangible assets, we make estimates and assumptions about sales growth, operating margins, royalty rates, valuation multiples, and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. Goodwill valuations have been calculated principally using income and market approaches. The income approach is based on the present value of future cash flows of each reporting unit and are believed to reflect market participant views which would exist in an exit transaction. The market approach measures value based on what other purchasers in the market have paid for assets or business interests that can be considered reasonably similar to each reporting unit and are believed to reflect market participant views which would exist in an exit transaction. Indefinite life intangible asset valuations have been calculated principally using relief-from-royalty and excess earnings approaches and are believed to reflect market participant views which would exist in an exit transaction. Under these valuation approaches, we are required to make various judgmental assumptions about appropriate sales growth, operating margins, royalty rates and discount rates, amongst other assumptions. Disruptions in global credit and other financial markets and deterioration of economic conditions, including as a result of inflation, could, among other things, cause us to increase the discount rate used in the valuations. We could be required to evaluate the recoverability of goodwill and indefinite life intangible assets prior to the annual assessment if we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of our business, increased discount rates or sustained market capitalization declines. These types of events and the resulting analyses could result in impairment charges in the future, which could be substantial. At September 27, 2025, we had $13.5 billion of goodwill and indefinite life intangible assets, which represented approximately 37% of total assets.

Participation in a Multiemployer Pension Plan could adversely affect our business.

We participate in a “multiemployer” pension plan that provides defined benefits to certain team members covered by collective bargaining agreements. This type of plan is typically administered by a board of trustees composed of the management of the participating companies and labor representatives. We are required to make periodic contributions to this plan to allow the plan to meet its pension benefit obligation to its participants. Our required contributions to this fund could increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to this fund, inability or failure of withdrawing companies to pay their withdrawal liability, lower than expected returns on pension fund assets or other funding deficiencies. In the event that we withdraw from participation in this plan, then applicable law could require us to make additional lump-sum contributions to the plan, and we would have to reflect that as an expense in our consolidated statement of operations and as a liability on our consolidated balance sheet. Our withdrawal liability would depend on the extent of the plan’s funding of vested benefits. The plan in which we participate is reported to have a significant underfunded liability. Such underfunding could increase the size of our potential withdrawal liability. In the event a withdrawal or partial withdrawal were to occur with respect to the multiemployer plan, the impact to our consolidated financial statements could be material.

Volatility in the capital markets or interest rates could adversely impact our pension costs and the funded status of our pension plans.

We sponsor a number of defined benefit plans for team members. The difference between plan obligations and assets, which signifies the funded status of the plans, is a significant factor in determining the net periodic benefit costs of the pension plans and our ongoing funding requirements. At September 27, 2025, the funded status of our defined benefit pension plans was an underfunded position of $146 million, as compared to an underfunded position of $158 million at the end of fiscal 2024. Changes in interest rates and the market value of plan assets can impact the funded status of the plans and cause volatility in the net periodic benefit cost and our future funding requirements. The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements.

Market fluctuations could negatively impact our operating results as we hedge certain transactions.

Our business is exposed to fluctuating market conditions. We use derivative financial instruments to reduce our exposure to various market risks including changes in commodity prices, interest rates and foreign exchange rates. We hold certain positions, primarily in grain and livestock futures, that are not hedges for financial reporting purposes. These positions are marked to fair value, and the unrealized gains and losses are reported in earnings at each reporting date. Therefore, losses on these contracts will adversely affect our reported operating results. While these contracts reduce our exposure to changes in prices for commodity products, the use of such instruments may ultimately limit our ability to benefit from favorable commodity prices.

GENERAL RISK FACTORS

Deterioration of economic conditions could negatively impact our business.

Our business may be adversely affected by changes in economic conditions, including inflation, interest rates, access to capital markets, consumer spending rates, energy availability and costs (including fuel surcharges) and the effects of governmental initiatives to manage economic conditions. Any such changes could adversely affect the demand for our products, the financial condition of customers and suppliers, the cost and availability of raw materials, the cost and availability of financing for our operations, debt or investments, thereby negatively affecting our financial results.

Disruptions in global credit and other financial markets and deterioration of economic conditions could, among other things, make it more difficult or costly for us to obtain financing for our operations or investments or to refinance our debt in the future; impair the financial condition of some of our customers and suppliers, thereby increasing customer bad debts or non-performance by suppliers; negatively impact global demand for protein products, which could result in a reduction of sales, operating income and cash flows; decrease the value of our investments in equity and debt securities; or negatively impact our commodity purchasing activities if we are required to record losses related to derivative financial instruments.

In addition, consumer spending may decline at any time for reasons beyond our control, and the risks associated with our businesses may become more acute in periods of a slowing economy or recession, which may reduce consumer confidence and result in a decrease in consumer demand for our products. Furthermore, inflation, which has significantly risen, has and may continue to increase our operational costs, including labor costs and grain and feed ingredient costs, and continued increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks.

Extreme factors or forces beyond our control could negatively impact our business.

Our ability to make, move and sell products is critical to our success. Natural disasters, fire, pandemic or extreme weather, could impair the health or growth of livestock or interfere with our operations due to power outages, fuel shortages, decrease in availability of water, damage to our production and processing facilities or disruption of transportation channels or unfavorably impact the demand for, or our consumers’ ability to purchase our products, among other things. Any of these factors could have an adverse effect on our financial results.

Failure to maximize or to successfully assert our intellectual property rights could impact our competitiveness.

We consider our intellectual property rights, particularly and most notably our trademarks, but also our trade secrets, patents and copyrights, to be a significant and valuable aspect of our business. We cannot be sure that these intellectual property rights will be maximized or that they can be successfully asserted. There is a risk that we will not be able to obtain and perfect our own or, where appropriate, license intellectual property rights necessary to support new product introductions.

We cannot be sure that these rights, if obtained, will not be invalidated, circumvented or challenged in the future. In addition, even if such rights are obtained in the United States, the laws of some of the other countries in which our products are or may be sold do not protect our intellectual property rights to the same extent as the laws of the United States. Our failure to perfect or successfully assert our intellectual property rights could make us less competitive and could have an adverse effect on our business, operating results and financial condition.

We may incur additional tax expense or become subject to additional tax liabilities.

We are subject to taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes. Our total income tax expense could be affected by changes in tax rates in various jurisdictions, changes in the valuation of deferred tax assets and liabilities or changes in tax laws or their interpretation. We are also subject to the examination of our tax returns and other tax matters by the Internal Revenue Service and other tax authorities. There can be no assurance as to the outcome of these examinations. If a taxing authority disagrees with the positions we have taken, we could face additional tax liability, including interest and penalties, which could adversely affect our financial results. For more information, refer to Part II, Item 8. Notes to the Consolidated Financial Statements, Note 10: Income Taxes.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY DISCLOSURE

RISK MANAGEMENT AND STRATEGY

Governance

As part of our overall risk management program, we run and maintain a formal information security, cybersecurity, and privacy program led by our Chief Information Security Officer (“CISO”) that uses a risk-based approach to evaluate new technology, third parties, and changes to the technology landscape. The program is assessed using multiple industry frameworks including the National Institute of Standards and Technology Cybersecurity Framework (NIST-CSF Version 2.0). We engage with industry partners, assessment firms and advisors, law enforcement, and others to periodically assess our cybersecurity capabilities, and utilize a defense-in-depth approach to protect our systems and services.

Additionally, we assess data risks using privacy impact assessments and manage these risks in close alignment with data governance, operations, and analytics teams. We identify assets and their criticality to business operations and provide reasonable protection, threat detection, response and recovery capabilities.

We address third-party cybersecurity risks presented by our use of third-party software, service, data and technology providers, including cloud-based services, and proactively evaluate the cybersecurity risk of third parties using multiple evaluation factors which are aligned with our contracting and vendor selection processes. We actively work with internal partners to assess and implement methods of transferring risk to appropriate parties.

Identification

We assess our technology assets and their vulnerabilities, including risks from our suppliers and vendors, to prioritize and improve program efforts consistent with our risk management strategy. We engage in the periodic assessment and testing of our program. These include tabletop exercises, vulnerability testing and other methods focused on evaluating the effectiveness of our cybersecurity measures and planning. We actively engage third parties to assist with our assessments and testing processes. We adjust our cybersecurity policies, standards, processes and practices, where appropriate, based on internal and external assessments and testing results.

Protection

We provide technical safeguards that are designed to provide commercially reasonable protection of our technology and information systems. We actively monitor and assess the impact of potential cybersecurity threats to our technology systems. We partner with public and private organizations, such as the Food and Agriculture Information Sharing and Analysis Center (Food and Ag-ISAC), to understand and modify our programs to respond to an ever-evolving threat landscape. We implement training and awareness practices to mitigate human risk, including regular phishing awareness campaigns, mandatory computer-based training and internal communications.

Detection, Response and Recovery

We employ threat monitoring and detection capabilities intended to identify active attackers and threats to our technology systems. We have established a defined incident response plan to assess, respond and recover from cybersecurity incidents, including cyberattacks and other non-cybersecurity related business technology outages. The plan includes the coordination of activities that include an evaluation of materiality and facilitation of any required notifications, regulatory obligations and disclosures.

We are not aware of any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, which have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. However, the cybersecurity threat environment is increasingly challenging, and we constantly face risks from cybersecurity threats. There can be no assurance that we, or the third parties with which we interact, will not experience a cybersecurity incident in the future that could materially affect us. Additional information about the cybersecurity risks we face is discussed in Item 1A. Risk Factors, which should be read in conjunction with the information above.

GOVERNANCE

The Board of Directors and management work together to manage cybersecurity risk as part of our broader enterprise risk management approach.

Our Board of Directors has delegated risk management oversight responsibility for information security, which includes data privacy and cybersecurity, to the Governance and Nominating Committee. In addition, beginning in fiscal 2025, the Company’s Board of Directors appointed a special committee of the Board of Directors (the “Technology Committee”) to oversee and advise on technology-related strategies, investments, risks and innovations to enable alignment with the Company’s strategy, operational priorities and cybersecurity protections. Among other responsibilities, the Technology Committee oversees the Company’s cybersecurity framework, data privacy practices, and information security programs and scorecards.

Certain of our board members, including certain members of our Governance and Nominating Committee and the Technology Committee have backgrounds or experience in risk management and/or information technology. On at least an annual basis, the Governance and Nominating Committee receives updates from our CISO, Chief Technology Officer (“CTO”) and other members of management on risks related to information systems, information security, data privacy and cybersecurity. The Board of Directors also receives regular reports from the Governance and Nominating Committee and the Technology Committee on these and other risk-related matters as necessary. Our CISO provides information to the Technology Committee pursuant to risk-based escalation protocols for cybersecurity incidents that exceed designated thresholds.

MANAGEMENT'S ROLE IN CYBERSECURITY RISK MANAGEMENT

Our CISO leads the Information Security team and has global responsibility for overseeing our information security, data privacy and cybersecurity program. The program is operationalized through use of multi-disciplinary teams including governance, risk and compliance; identity and access management; cloud and infrastructure security; data security; application security; vulnerability and threat management; and security detection and response operations.

Additionally, our CISO monitors the prevention, detection, mitigation and remediation of cybersecurity incidents and reports cybersecurity incidents that reach designated thresholds to senior management and, if necessary, to the Governance and Nominating committee. Our CISO has been with the Company since 1997, has held numerous roles in information technology and has led the information security program since 2016. Our CTO, to whom the CISO reports, has been with the Company since 2013 and has served as the Company’s CTO since 2025.

ITEM 2. PROPERTIES

The following table summarizes our properties as of September 27, 2025:


	Number of Facilities(1)
	Owned	Leased	Total	Capacity(2)
Beef Segment Facilities	11	—	11	155,000 head
Pork Segment Facilities	6	—	6	451,000 head
Chicken Segment Facilities	162	5	167	42 million head









Prepared Foods Segment Facilities	35	—	35	72 million pounds

(1)Certain facilities produce products that are reported in multiple segments. For presentation purposes, facilities are reflected in the segment that had the majority of the facility’s production. Additionally, livestock grower farms are excluded.

(2)Capacity per week is not an indication of production rates. Capacity per week is based on the following: Beef and Pork (six day week) and Chicken and Prepared Foods (five day week). Utilization of capacity varies by facility based on the type of products assigned and the level of demand for those products.

Beef

Beef facilities include various phases of harvesting live cattle and fabricating beef products and specialty products. The Beef segment includes four case-ready operations that share facilities with the Pork segment. One of the beef facilities contains a tallow refinery. As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we closed one Beef segment facility during fiscal 2025.

Pork

Pork facilities include various phases of harvesting live hogs and fabricating pork products and specialty products. The Pork segment includes four case-ready operations that share facilities with and are included in the Beef segment in the table above.

Chicken

Our vertically-integrated Chicken operations facilities include processing facilities, rendering facilities, blending mills, feed mills, grain elevators and broiler hatcheries. The Chicken processing facilities include various phases of harvesting, dressing, cutting, packaging, deboning and further-processing. We also have animal nutrition operations, which are associated with the Chicken rendering facilities or within various Chicken processing facilities. The blending mills, feed mills, grain elevators and broiler hatcheries have sufficient capacity to meet the needs of the chicken growout operations. The Chicken segment includes one processing facility that shares a facility with and is included in the Prepared Foods segment in the table above.

Prepared Foods

Our Prepared Foods segment includes processing facilities and a vertically-integrated turkey operation. Our Prepared Foods facilities process fresh and frozen chicken, turkey, beef, pork and other raw materials into ready-to-cook and ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pizza toppings, raw and processed meats, appetizers, prepared meals, ethnic foods, flour and corn tortilla products and meat dishes. As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we closed two Prepared Foods segment facilities during fiscal 2025.

We own and lease domestic distribution and cold storage facilities that support the supply chains of all our segment operations and are not specifically dedicated to individual segments. As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, during fiscal 2025, we sold multiple Tyson-owned and operated storage facilities which primarily support our Chicken and Prepared Foods segments and leased back the storage facilities for various periods.

Our International/Other foreign production operations in Asia-Pacific, China, and South Korea include 21 chicken processing facilities, three feed mills and one broiler hatchery. The processing facilities include various phases of harvesting, dressing, cutting, packaging, deboning and further-processing.

We believe our present facilities are generally adequate and suitable, have sufficient capacity and are appropriately utilized for our current purposes. Fluctuations in inventories, production and utilization may occur based upon seasonal or other changes in demand for our products. We regularly engage in construction and other capital improvement projects intended to expand capacity and improve the efficiency of our processing and support facilities. We also consider the efficiencies of our operations and may from time to time consider changing the number or type of facilities we operate to align with our capacity needs.

ITEM 3. LEGAL PROCEEDINGS

Refer to the description of the Broiler Antitrust Civil Litigation, the Broiler Chicken Grower Litigation, the Pork Antitrust Litigation, the Beef Antitrust Litigation and the Wage Rate Litigation under the heading “Commitments and Contingencies” in Part II, Item 8, Notes to Consolidated Financial Statements, Note 20: Commitments and Contingencies, which discussion is incorporated herein by reference.

On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the United States District Court for the Northern District of Oklahoma against Tyson Foods, Inc., three subsidiaries and six other poultry integrators. The complaint, which was subsequently amended, asserts a number of state and federal causes of action including, but not limited to, counts under the Comprehensive Environmental Response, Compensation, and Liability Act, Resource Conservation and Recovery Act, and state-law public nuisance theories. Oklahoma alleges that the defendants and certain contract growers who were not joined in the lawsuit polluted the surface waters, groundwater and associated drinking water supplies of the Illinois River Watershed through the land application of poultry litter. Oklahoma’s claims were narrowed through various rulings issued before and during trial and its claims for natural resource damages were dismissed by the district court in a ruling issued on July 22, 2009, which was subsequently affirmed on appeal by the Tenth Circuit Court of Appeals. A non-jury trial of the remaining claims including Oklahoma’s request for injunctive relief began on September 24, 2009. Closing arguments were held on February 11, 2010. On January 18, 2023, the district court entered Findings of Fact and Conclusions of Law in favor of the State of Oklahoma and directed the parties to confer in an attempt to reach an agreement on appropriate remedies by March 17, 2023. On March 17, 2023, the parties received a 90-day extension from the district court and continued to confer on appropriate remedies. On June 12, 2023, the court ordered the parties to mediation. The parties attended an in-person mediation on October 12, 2023, but were unable to reach a resolution. Defendants subsequently filed a post-trial motion to dismiss, which the court denied on June 26, 2024. The court convened an evidentiary hearing which concluded on December 17, 2024. The parties completed post-hearing briefing thereafter. On June 17, 2025, the Court entered an opinion and order concluding that conditions in the Illinois River Watershed had not changed materially since the original trial in 2009 and 2010. The following day, the court entered an order setting a schedule for the parties to make written submissions concerning the terms of the final judgment the court should enter. Those submissions were completed August 11, 2025, and remain pending before the court. After consideration of these submissions, the court is expected to enter a final judgment imposing the remedies, if any, that it deems appropriate based on the evidence in the record.

Other Matters

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Each of our executive officers serve one-year terms from the date of their election, or until their successors are appointed and qualified. Chairman of the Board of Directors John H. Tyson is the father of Directors John R. Tyson and Olivia L. Tyson and nephew of Director Barbara A. Tyson. No other family relationships exist among these officers. The name, title, age (as of September 27, 2025) and calendar year of initial election to executive office of our executive officers are listed below:


Name	Title	Age	Year Elected Executive Officer
John H. Tyson	Chairman of the Board of Directors	72	2011
Lori Bondar	Senior Vice President and Chief Accounting Officer	64	2023
Curt Calaway	Chief Financial Officer	52	2024
Devin Cole	Chief Operating Officer	55	2024
Adam Deckinger	General Counsel	49	2023
Jacqueline Hanson	Chief People Officer	56	2024
Donnie King	President and Chief Executive Officer	63	2019

John H. Tyson has served as Chairman of the Board of Directors since 1998 and was previously Chief Executive Officer of the Company from 2000 until 2006. Mr. Tyson was initially employed by the Company in 1973.

Lori Bondar was appointed Senior Vice President and Chief Accounting Officer in December 2023, after serving as Senior Vice President, Finance and Accounting since her initial employment with the Company in September 2023. Ms. Bondar was employed by Avery Dennison Corporation from 2008 to 2023 prior to joining the Company.

Curt Calaway was appointed Chief Financial Officer in August 2024, after serving as interim Chief Financial Officer from June 2024 to August 2024, as Chief Financial Officer for the Company's Prepared Foods business segment from May 2024 to August 2024, and as Senior Vice President and Treasurer from April 2022 to May 2024 and from December 2018 to May 2021. Between May 2021 and April 2022, he served as Senior Vice President, Finance and Corporate Development and has also held various leadership roles including Controller, Chief Accounting Officer and Vice President of Audit and Compliance. Mr. Calaway was initially employed by the Company in 2006.

Devin Cole was appointed as Chief Operating Officer in September 2025 after serving in various roles since March of 2024 including Group President Poultry, International & Global McDonald’s. He was also employed at the Company from 1995 to 2014, serving in various roles including as Group Vice President and as Chief Commercial Officer. Mr. Cole was employed by George’s Inc. from 2016 to 2023 and Keystone Foods from 2015 to 2016 before returning to the Company.

Adam Deckinger was appointed as General Counsel in January 2023, and served concurrently as Secretary from January 2023 to May 2025. Prior to that, he served as Senior Vice President and Head of Law and Compliance from November 2022 to January 2023, and as Vice President and Associate General Counsel since his initial employment with the Company in April 2018. Subsequent to the end of fiscal 2025, Mr. Deckinger was appointed Chief Legal and Administrative Officer on September 30, 2025. Mr. Deckinger was employed by The Boeing Company prior to joining the Company.

Jacqueline Hanson was appointed Chief People Officer in January 2024 after serving as Human Resources Senior Vice President for Poultry, Cobb, McDonald’s and International since August 2022. Ms. Hanson was employed by John Deere prior to joining the Company.

Donnie King was appointed President and Chief Executive Officer in June 2021 after serving as Chief Operating Officer since February 2021 and Group President Poultry since September 2020. Mr. King served as Chief Administration Officer from February 2019 to September 2020 in addition to the role of Group President, International from January 2019 to February 2020. Mr. King previously served as President, North American Operations from 2015 to 2016 and President, North American Operations and Foodservice in 2014. Mr. King was initially employed by Valmac Industries in 1982. Valmac Industries was acquired by the Company in 1984. Mr. King was self-employed from 2016 to February 2019 before returning to the Company.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We have, issued and outstanding, two classes of capital stock, Class A stock and Class B stock. Holders of Class B stock may convert such stock into Class A stock on a share-for-share basis. Holders of Class B stock are entitled to 10 votes per share and holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of October 25, 2025, there were approximately 24,000 holders of record of our Class A stock and six holders of record of our Class B stock.

DIVIDENDS

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 the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. In fiscal 2025, the annual dividend rate for Class A stock was $2.00 per share and the annual dividend rate for Class B stock was $1.80 per share. Effective November 7, 2025, the Board of Directors increased the quarterly dividend previously declared on August 7, 2025, to $0.51 per share on our Class A common stock and $0.459 per share on our Class B common stock. The increased quarterly dividend is payable on December 15, 2025, to shareholders of record at the close of business on December 1, 2025. The Board also declared on November 7, 2025 a quarterly dividend of $0.51 per share on our Class A common stock and $0.459 per share on our Class B common stock, payable on March 13, 2026, to shareholders of record at the close of business on February 27, 2026. We anticipate the remaining quarterly dividends in fiscal 2026 will be $0.51 and $0.459 per share of our Class A and Class B stock, respectively. This results in an annual dividend rate in fiscal 2026 of $2.04 for Class A shares and $1.836 for Class B shares, or a 2% increase compared to the fiscal 2025 annual dividend rate. We have paid uninterrupted quarterly dividends on common stock each year since 1977.

MARKET INFORMATION

Our Class A stock is traded on the New York Stock Exchange under the symbol “TSN.” No public trading market currently exists for our Class B stock.

ISSUER PURCHASES OF EQUITY SECURITIES

The table below provides information regarding our purchases of Class A stock during the periods indicated.


Period	Total Number of Shares Purchased (2)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
Jun. 29, 2025 to Jul. 26, 2025	3,237	$	54.83	—	6,883,350
Jul. 27, 2025 to Aug. 30, 2025	1,544,213	56.25		1,525,989	48,357,361
Aug. 31, 2025 to Sept. 27, 2025	1,184,482	56.13		1,160,162	47,197,199
Total	2,731,932	$	56.20	2,686,151	47,197,199

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

(2)We purchased 45,781 shares during the period that were not made pursuant to our previously announced stock repurchase program but were purchased to fund certain Company obligations under our equity compensation plans.

(3)We purchased 3.1 million shares during the twelve months ended September 27, 2025 pursuant to our previously announced stock repurchase program.

PERFORMANCE GRAPH

The following graph shows a five-year comparison of cumulative total returns for our Class A stock, the Standard & Poor’s (“S&P”) 500 Index and the S&P 500 Consumer Staples Index described below.


	Fiscal Years Ended
	10/3/20		10/2/21		10/1/22		9/30/23		9/28/24		9/27/25
Tyson Foods, Inc.	$	100.00	$	135.32	$	116.46	$	92.24	$	112.99	$	106.07
S&P 500 Index	100.00		132.04		110.33		134.15		182.10		213.54
S&P 500 Consumer Staples Index	100.00		111.73		111.35		119.53		149.63		149.94

The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal 2020, is presented for each of the periods for the Company, the S&P 500 Index and the S&P 500 Consumer Staples Index. The graph compares the performance of the Company’s Class A common stock with that of the S&P 500 Index, and the S&P 500 Consumer Staples Index. The stock price performance of the Company’s Class A common stock shown in the above graph is not necessarily indicative of future stock price performance.

The information in this “Performance Graph” section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OBJECTIVE

The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’s perspective and should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. Our objective is to also provide discussion of events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or of future financial condition and to offer information that provides understanding of our financial condition, cash flows and results of operations. Refer to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023 for additional information related to fiscal 2023.

DESCRIPTION OF THE COMPANY

We are a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, and affordably, now and for future generations.

We operate in four reportable segments: Beef, Pork, Chicken and Prepared Foods. We measure segment profit as operating income (loss). International/Other primarily includes our foreign operations in China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC. For further description of the business, refer to Part I, Item 1, Business.

OVERVIEW

Fiscal year

We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30. The Company’s accounting cycle resulted in a 52-week year for fiscal 2025, 2024 and 2023.

General

Sales grew 2.1%, or $1.1 billion to $54.4 billion in fiscal 2025, largely due to higher average sales prices in our Beef, Pork and Prepared Foods segments, partially offset by $653 million of increased legal contingency accruals which reduced sales. We reported operating income of $1,098 million in fiscal 2025 as compared to an operating income of $1,409 million in fiscal 2024, as we experienced lower operating income in our Beef and Pork segments, partially offset by higher operating income in our Chicken and Prepared Foods segments and International/Other.

In fiscal 2025, our operating income was impacted by $738 million of legal contingency accruals, $343 million of goodwill and intangible impairments, $45 million of restructuring and related charges, $41 million of charges related to a product recall and $23 million related to brand and product line discontinuations. In fiscal 2024, our results were impacted by $182 million of plant closure and disposal charges, $174 million of legal contingency accruals and $31 million of restructuring and related charges.

Market Environment

According to the most recently published USDA data, domestic protein production (beef, pork, chicken and turkey) decreased slightly in fiscal 2025 compared to fiscal 2024. The Beef segment continues to experience limited supply of market-ready cattle as well as increased cattle costs. Additionally, uncertainty exists regarding the timing of the anticipated cattle herd rebuilding. The Pork segment experienced sufficient supply of market-ready hogs and increased hog costs. The Chicken segment experienced reduced feed ingredient costs, but costs began to stabilize in the back half of fiscal 2025. The Prepared Foods segment is currently experiencing increased raw material costs primarily due to higher meat costs.

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

Margins

Our total operating margin was 2.0% in fiscal 2025. Operating margins by segment were as follows:

•Beef – (5.2)%

•Pork – (3.4)%

•Chicken – 8.5%

•Prepared Foods – 9.0%

Strategy

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

During fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network. We anticipate recognizing total pretax charges of $86 million related to actions approved through September 27, 2025, which include $99 million that have resulted or will result in cash outflows and $94 million of non-cash charges, partially offset by $107 million gain recognized from the sale of storage facilities. Additionally, we received $252 million in proceeds associated with the sale of storage facilities during fiscal 2025. 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.

In fiscal 2025, we recognized charges of $45 million related to the network optimization plan, which included a gain of $107 million from the sale of storage facilities. The charges primarily included the closure of two facilities in the Prepared Foods segment, a non-harvesting facility closure in the Beef segment, asset write-offs in the Chicken and Prepared Foods segments and International/Other as well as severance and related costs and contract and lease termination costs. For additional description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 7: Restructuring and Related Charges.

SUMMARY OF RESULTS


Sales	in millions
	2025			2024			2023
Sales	$	54,441		$	53,309		$	52,881
Change in sales volume	—		%	—		%
Change in average sales price	3.3		%	0.6		%
Sales growth	2.1		%	0.8		%

2025 vs. 2024 –

•Sales Volume – Volumes were essentially flat and resulted in a decrease of $10 million as decreased sales volume in our Beef, Pork and Prepared Foods segments were offset by increased sales volume in our Chicken segment.

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $1,795 million, driven by increased pricing in our Beef, Pork and Prepared Foods segments, while pricing in our Chicken segment was relatively flat.

◦The above changes in average sales price exclude the impacts of $698 million and $45 million reductions of Sales from the recognition of legal contingency accruals in fiscal 2025 and 2024, respectively.

2024 vs. 2023 –

•Sales Volume – Volumes were essentially flat and resulted in an increase of $19 million as increased sales volume in our Beef, Pork and Prepared Foods segments were mostly offset by decreased sales volume in our Chicken segment.

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $298 million, driven by increased pricing in our Beef segment.

◦The above changes in average sales price exclude the impacts of $45 million and $156 million reductions of Sales from the recognition of legal contingency accruals in fiscal 2024 and 2023, respectively.


Cost of Sales	in millions
	2025			2024			2023
Cost of sales	$	50,879		$	49,682		$	50,250
Gross profit	3,562			3,627
Cost of sales as a percentage of sales	93.5		%	93.2		%

2025 vs. 2024 –

•Cost of sales increased $1,197 million. Lower sales volume decreased cost of sales by $10 million while higher input cost per pound increased cost of sales by $1,207 million.

•The $1,207 million impact of higher input cost per pound was impacted by:

•Increase in cattle costs of approximately $1,840 million in our Beef segment.

•Increase in raw material and other input costs of approximately $345 million in our Prepared Foods segment.

•Increase in hog costs of approximately $295 million in our Pork segment.

•Increase of $43 million related to restructuring and related charges.

•Decrease of approximately $340 million in our Chicken segment related to decreased feed ingredient costs.

•Decrease of $89 million related to lower legal contingency accruals in our Beef, Pork and Chicken segments partially offset by an increase in International/Other.

•Decrease of $165 million in plant closure and disposal charges.

•Decrease in freight and transportation costs of approximately $110 million.

•Decrease of $34 million in facility fire related costs, net of insurance proceeds, in our Chicken segment and International/Other.

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

•The $10 million impact of decreased sales volume was primarily driven by decreased volumes in our Beef, Pork and Prepared Foods segments.

2024 vs. 2023 –

•Cost of sales decreased $568 million. Higher sales volume increased cost of sales by $18 million while lower input cost per pound decreased cost of sales by $586 million.

•The $586 million impact of lower input cost per pound was impacted by:

•Decrease of approximately $895 million in our Chicken segment related to decreased feed ingredient costs.

•Decrease in freight and transportation costs of approximately $310 million.

•Decrease of $140 million due to plant closure and disposal charges.

•Decrease in hog costs of approximately $135 million in our Pork segment.

•Decrease in raw material and other input costs of approximately $65 million in our Prepared Foods segment.

•Decrease due to net derivative losses of $55 million in fiscal 2024, compared to net derivative losses of $117 million in fiscal 2023 due to our risk management activities. These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed ingredient costs described herein.

•Decrease of $59 million in our Chicken segment from insurance proceeds, net of costs, related to a production facility fire in the fourth quarter of fiscal 2021.

•Decrease of $29 million in restructuring and related costs.

•Increase in cattle costs of approximately $1,315 million in our Beef segment.

•Increase in performance-based compensation costs of $173 million.

•Increase of $129 million related to the recognition of legal contingency accruals in our Beef, Pork and Chicken segments.

•Increase of $86 million in International/Other from costs related to a production facility fire in the Netherlands and subsequent decision to sell the facility.

•Increase of $42 million in our Beef segment from insurance proceeds received in the first quarter of fiscal 2023 related to the fire at our production facility in the fourth quarter of fiscal 2019.

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

•The $18 million impact of increased sales volume was primarily driven by increased volumes in our Beef, Pork and Prepared Foods segments.


Selling, General and Administrative	in millions
	2025			2024			2023
Selling, general and administrative	$	2,121		$	2,218		$	2,245
As a percentage of sales	3.9		%	4.2		%

2025 vs. 2024 –

•Decrease of $97 million in selling, general and administrative was primarily driven by:

•Decrease of $43 million in professional fees.

•Decrease of $35 million in marketing, advertising and promotion expenses.

•Decrease of $29 million in restructuring and related costs.

•Decrease of $25 million in team member costs.

•Increase of $30 million in technology costs.

2024 vs. 2023 –

•Decrease of $27 million in selling, general and administrative was primarily driven by:

•Decrease of $71 million in marketing, advertising and promotion expenses.

•Decrease of $64 million in restructuring and related costs.

•Decrease of $28 million in corporate facilities and assets costs.

•Decrease of $18 million in donations.

•Increase of $155 million in team member costs including $205 million in performance-based compensation partially offset by a decrease of $50 million in all other team member costs.

•Increase of $8 million in brand and product line discontinuations.


Goodwill Impairment	in millions
	2025		2024
Goodwill Impairment	$	343	$	—

2025 vs. 2024 –

•We recorded a $343 million impairment charge in the Beef segment in fiscal 2025.


Interest (Income) Expense	in millions
	2025		2024
Interest income	$	(73)	$	(89)
Interest expense	449		481

2025 vs. 2024 –

•The decrease in interest income for fiscal 2025 was primarily due to average lower cash and cash equivalents held.

•The decrease in interest expense for fiscal 2025 was primarily due to lower interest expense related to the repayment of the term loan due May 2026 in fiscal 2025 and the repayment of the August 2024 senior notes in fiscal 2024, partially offset by increased interest expense from the issuance of 5.40% 2029 Notes and 5.70% 2034 Notes and decreased capitalized interest expense related to lower capital expenditures.


Other (Income) Expense, net	in millions
	2025		2024
	$	(47)	$	(75)

2025 – Included $64 million of joint venture earnings and $18 million of production facilities fire insurance proceeds, partially offset by $28 million of impairments of equity investments and $3 million of foreign exchange losses.

2024 – Included $34 million of production facilities fire insurance proceeds, $15 million gain on sale of an equity method investment, $15 million of joint venture earnings and $11 million of foreign exchange gains.


Effective Tax Rate
	2025		2024
	34.1	%	24.8	%

2025 vs. 2024 –

•The increase in effective tax rate for fiscal 2025 was primarily due to a non-deductible goodwill impairment in fiscal 2025.


Net Income (Loss) Attributable to Tyson	in millions, except per share data
	2025		2024
Net income (loss) attributable to Tyson	$	474	$	800
Net income (loss) attributable to Tyson - per diluted share	1.33		2.25

2025 – Included the following items:

•$738 million pretax, or ($1.58) per diluted share, of legal contingency accruals.

•$343 million pretax, or ($0.96) per diluted share, related to a goodwill impairment (non-tax deductible).

•$45 million pretax, or ($0.11) per diluted share, of restructuring and related charges.

•$41 million pretax, or ($0.09) per diluted share, related to a charge from a product recall.

•$28 million pretax, or ($0.08) per diluted share, related to impairment of equity investments.

•$23 million pretax, or ($0.05) per diluted share, related to brand and product line discontinuations.

•$17 million pretax, or ($0.04) per diluted share, of plant closure and disposal charges.

•$36 million pretax, or $0.12 per diluted share, of facility fire related insurance proceeds.

2024 – Included the following items:

•$182 million pretax, or ($0.41) per diluted share, of plant closure and disposal charges.

•$174 million pretax, or ($0.38) per diluted share, of legal contingency accruals.

•$18 million pretax, or ($0.02) per diluted share, of facility fire related insurance proceeds, net of costs.

•$31 million pretax, or ($0.06) per diluted share, of restructuring and related charges.

•$8 million pretax, or ($0.02) per diluted share, related to brand and product line discontinuations.

SEGMENT RESULTS

We operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods. International/Other primarily includes our foreign operations in China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC. Additional information regarding the geographic areas of our foreign operations is set forth in Part II, Item 8, Notes to Consolidated Financial Statements, Note 17: Segment Reporting. The following table is a summary of segment sales and operating income (loss) for fiscal years ended 2025, 2024 and 2023, which is how we measure segment income (loss):


											in millions
	Sales						Operating Income (Loss)
	2025		2024		2023		2025		2024		2023
Beef(a)	$	21,623	$	20,479	$	19,325	$	(1,135)	$	(381)	$	(91)
Pork(b)	5,781		5,903		5,768		(199)		(40)		(139)
Chicken(c)	16,837		16,425		17,060		1,427		988		(770)
Prepared Foods(d)	9,930		9,851		9,845		898		879		823
International/Other(e)	2,291		2,353		2,515		107		(37)		(218)
Intersegment Sales	(2,021)		(1,702)		(1,632)		—		—		—
Total	$	54,441	$	53,309	$	52,881	$	1,098	$	1,409	$	(395)

(a) Beef segment results for fiscal 2025 included $343 million of goodwill and intangible impairments, $318 million of legal contingency accruals and $48 million of restructuring and related charges. Beef segment results for fiscal 2024 included a $45 million legal contingency accrual and $41 million of plant closure and disposal charges. Beef segment results for fiscal 2023 included $333 million of goodwill and intangible impairments, $42 million of facility fire related insurance proceeds and $33 million of restructuring and related charges.

(b) Pork segment results for fiscal 2025 included $380 million of legal contingency accruals. Pork segment results for fiscal 2024 included $108 million of plant closure and disposal charges and $73 million of legal contingency accruals.

(c) Chicken segment results for fiscal 2025 included $23 million related to brand and product line discontinuations, $23 million of plant closure and disposal charges and $9 million of restructuring and related charges. Chicken segment results for fiscal 2024 included a $56 million legal contingency accrual, $33 million of plant closure and disposal charges and $70 million of facility fire related insurance proceeds. Chicken segment results for fiscal 2023 included $322 million of plant closure and disposal charges, $210 million of goodwill and intangible impairments, $156 million of legal contingency accruals, $16 million of restructuring and related charges and $11 million of facility fire related insurance proceeds.

(d) Prepared Foods segment results for fiscal 2025 included $41 million of charges related to a product recall and a net benefit of $26 million related to restructuring and related charges, which included a gain from the sale of storage facilities net of other plan charges. Prepared Foods segment results for fiscal 2024 included $24 million of restructuring and related charges. Prepared Foods segment results for fiscal 2023 included $49 million of restructuring and related charges and $17 million of brand and product line discontinuations.

(e) International/Other results for fiscal 2025 included a $40 million legal contingency charge related to the 2015 sale of our Mexico operation, $18 million of facility fire related insurance proceeds and $14 million of restructuring and related charges. International/Other results for fiscal 2024 included $86 million of facility fire related costs. International/Other results for fiscal 2023 included a $238 million goodwill and intangible impairments.


Beef Segment Results													in millions
	2025			2024			Change 2025 vs. 2024			2023			Change 2024 vs. 2023
Sales	$	21,623		$	20,479		$	1,144		$	19,325		$	1,154
Sales Volume Change							(1.9)		%				1.6		%
Average Sales Price Change							9.0		%				4.4		%
Operating Income (Loss)	$	(1,135)		$	(381)		$	(754)		$	(91)		$	(290)
Operating Margin	(5.2)		%	(1.9)		%				(0.5)		%

2025 vs. 2024 –

•Sales Volume – Sales volume decreased as lower head harvested were offset by higher average carcass weights.

•Average Sales Price – Average sales price increased due to increased input costs and strong demand. The change in average sales price for fiscal 2025 excludes a $318 million reduction of Sales from the recognition of legal contingency accruals.

•Operating Income (Loss) – Operating loss increased in fiscal 2025 due to compressed Beef margins, goodwill and intangible impairments, legal contingency accruals and increased restructuring and related charges, partially offset by improved operational execution and lapping the impacts of plant closure and disposal charges recorded in fiscal 2024.

2024 vs. 2023 –

•Sales Volume – Sales volume increased primarily due to higher average carcass weights.

•Average Sales Price – Average sales price increased due to increased input costs and increased demand.

•Operating Income (Loss) – Operating income decreased primarily due to compressed beef margins, the recognition of legal contingency accruals and plant closure and disposal charges in fiscal 2024, and recognition of facility fire related insurance proceeds in fiscal 2023 related to a fire at a production facility in 2019, partially offset by goodwill and intangible impairments recorded in fiscal 2023.


Pork Segment Results													in millions
	2025			2024			Change 2025 vs. 2024			2023			Change 2024 vs. 2023
Sales	$	5,781		$	5,903		$	(122)		$	5,768		$	135
Sales Volume Change							(1.7)		%				3.8		%
Average Sales Price Change							5.3		%				(0.7)		%
Operating Income (Loss)	$	(199)		$	(40)		$	(159)		$	(139)		$	99
Operating Margin	(3.4)		%	(0.7)		%				(2.4)		%

2025 vs. 2024 –

•Sales Volume – Sales volume decreased due to production decreases associated with a plant closure in 2024 which were partially offset by production increases at other facilities and higher average carcass weights.

•Average Sales Price – Average sales price increased due to increased input costs and strong demand for our pork products. The change in average sales price excludes a $380 million and $45 million reduction of Sales from the recognition of legal contingency accruals recorded in fiscal 2025 and 2024, respectively.

•Operating Income (Loss) – Operating loss increased due to compressed pork margins and the recognition of legal contingency accruals, partially offset by lower operating costs, improved results in our live hog operations and lapping the impacts of plant closure and disposal charges and restructuring and related charges recorded in fiscal 2024.

2024 vs. 2023 –

•Sales Volume – Sales volume increased due to improved market conditions and increased domestic availability of market-ready hogs.

•Average Sales Price – Average sales price decreased driven by lower pricing on drop credit items. The change in average sales price excludes the impact of a $45 million reduction of Sales from the recognition of legal contingency accruals in fiscal 2024.

•Operating Income (Loss) – Operating income increased primarily due to higher pork margins, improved results in our live hog operations and lapping the impacts of facility fire related costs in the third quarter of fiscal 2023, partially offset by the recognition of legal contingency accruals and plant closure and disposal costs in fiscal 2024.


Chicken Segment Results													in millions
	2025			2024			Change 2025 vs. 2024			2023			Change 2024 vs. 2023
Sales	$	16,837		$	16,425		$	412		$	17,060		$	(635)
Sales Volume Change							2.6		%				(2.2)		%
Average Sales Price Change							(0.1)		%				(2.4)		%
Operating Income (Loss)	$	1,427		$	988		$	439		$	(770)		$	1,758
Operating Margin	8.5		%	6.0		%				(4.5)		%

2025 vs. 2024 –

•Sales Volume – Sales volume increased primarily due to increased domestic production.

•Average Sales Price – Average sales price remained relatively flat as the impact of lower input costs was offset by strong demand.

•Operating Income (Loss) – Operating income increased primarily due to improved operational execution, improved volumes and $340 million of net decreases in feed ingredient costs which was partially offset by increased marketing, advertising and promotion expenses. Operating income was also impacted by reduced legal contingency accruals partially offset by increased costs related to brand and product line discontinuations, restructuring and related charges and lapping of facility fire related insurance proceeds recognized in fiscal 2024 associated with a production facility fire in the fourth quarter of fiscal 2021.

2024 vs. 2023 –

•Sales Volume – Sales volume decreased primarily due to reduced domestic production.

•Average Sales Price – Average sales price decreased due to the impact of lower input costs. The change in average sales price excludes the impact of a $156 million reduction of Sales from the recognition of legal contingency accruals in fiscal 2023.

•Operating Income (Loss) – Operating income increased primarily due to improved operational efficiencies, goodwill and intangible impairments recorded in fiscal 2023, lower plant closure and disposal charges, reduced legal contingency accruals, decreased freight costs and an increase in facility fire related insurance proceeds, net of costs associated with a production facility fire in the fourth quarter of fiscal 2021. Additionally, we experienced $895 million of lower feed ingredient costs in fiscal 2024 which was partially offset by associated decreases in average sales price.


Prepared Foods Segment Results										in millions
	2025			2024			Change 2025 vs. 2024			2023			Change 2024 vs. 2023
Sales	$	9,930		$	9,851		$	79		$	9,845		$	6
Sales Volume Change							(2.5)		%				0.9		%
Average Sales Price Change							3.3		%				(0.8)		%
Operating Income	$	898		$	879		$	19		$	823		$	56
Operating Margin	9.0		%	8.9		%				8.4		%

2025 vs. 2024 –

•Sales Volume – Sales volume decreased due to a challenging consumer environment and the impact from a product recall.

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

•Operating Income – Operating income increased primarily due to higher average sales price, improved operational execution and lower selling, general and administrative costs, partially offset by increased raw material costs and charges related to a product recall. Additionally, fiscal 2025 benefited from net gains recognized from restructuring and related charges, which included a gain from the sale of storage facilities.

2024 vs. 2023 –

•Sales Volume – Sales volume increased primarily due to the acquisition of Williams Sausage Company in the third quarter of 2023.

•Average Sales Price – Average sales price decreased primarily due to sales mix.

•Operating Income – Operating income increased primarily due to lower raw materials costs, freight costs, marketing, advertising and promotion expenses and restructuring and related charges.


International/Other Results							in millions
	2025		2024		Change 2025 vs. 2024		2023		Change 2024 vs. 2023
Sales	$	2,291	$	2,353	$	(62)	$	2,515	$	(162)





Operating Income (Loss)	107		(37)		144		(218)		181

2025 vs. 2024 –

•Sales – Sales decreased due to lower average sales price.

•Operating Income (Loss) – Operating income increased primarily due to improved performance, insurance proceeds and lapping the charges related to a production facility fire in the first quarter of fiscal 2024, partially offset by the recognition of a legal accrual related to the 2015 sale of our Mexico operation.

2024 vs. 2023 –

•Sales – Sales decreased due to lower average sales price and the impact of the production facility fire in the Netherlands partially offset by increased volumes in the other regions.

•Operating Income (Loss) – Operating income increased primarily due to a goodwill impairment charge recorded in fiscal 2023, partially offset by the impacts of a production facility fire in the first quarter of fiscal 2024 and the subsequent decision to sell the facility.

LIQUIDITY AND CAPITAL RESOURCES

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


Cash Flows from Operating Activities			in millions
	2025		2024
Net income	$	507	$	822
Non-cash items in net income	1,754		1,544
Net changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	(121)		59
(Increase) decrease in inventories	(449)		153
Increase (decrease) in accounts payable	184		(205)
Increase in income taxes payable/receivable	7		89
Net changes in other operating assets and liabilities	273		128
Net cash provided by operating activities	$	2,155	$	2,590

•Non-cash items in net income primarily included depreciation and amortization of $1,361 million and $1,400 million in fiscal 2025 and fiscal 2024, respectively, and a $343 million goodwill impairment in fiscal 2025.

•Cash provided by operating activities for fiscal 2025 was $2.2 billion, a decrease of $435 million compared to fiscal 2024, due to $105 million of lower earnings, net of non-cash items, and a $330 million decrease in cash provided by the net changes in operating assets and liabilities which was primarily impacted by:

•A decrease of $602 million due to an increase in inventory of $449 million in fiscal 2025, compared to a decrease of $153 million in fiscal 2024, primarily due to increased average cost of inventory and higher volume of livestock.

•A decrease of $180 million due to an increase in accounts receivable of $121 million in fiscal 2025, compared to a decrease of $59 million in fiscal 2024 as days sales outstanding increased more during fiscal 2025 than fiscal 2024 driven largely by increased average sales prices.

•Partially offset by:

•An increase of $389 million due to an increase in accounts payable of $184 million during fiscal 2025, compared to a decrease of $205 million in fiscal 2024, primarily due to higher input costs and increase in days payables outstanding.

•An increase of $145 million due to an increase of $273 million in the net changes in other operating assets and liabilities in fiscal 2025, compared to an increase of $128 million in fiscal 2024, primarily driven by an increase in legal accruals net of payments offset by an increase in fiscal 2024 performance-based compensation.


Cash Flows from Investing Activities			in millions
	2025		2024
Additions to property, plant and equipment	$	(978)	$	(1,132)
(Purchases of)/Proceeds from marketable securities, net	(4)		(3)
Proceeds from sale of business	—		174
Proceeds from sale of storage facilities	252		—
Acquisition of equity investments	(11)		(29)
Other, net	76		102
Net cash used for investing activities	$	(665)	$	(888)

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

•Approximately $520 million will be necessary to complete buildings and equipment under construction at September 27, 2025.

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

•Proceeds from sale of business related to the sale of our Vienna, Georgia facility in fiscal 2024.

•Proceeds from sale of storage facilities related to the sale of multiple Tyson-owned and operated cold storage facilities in fiscal 2025.

•Other, net for fiscal 2025 primarily included insurance proceeds related to fires at our production facilities and proceeds from disposition of assets. Other, net for fiscal 2024 primarily included proceeds from disposition of corporate assets, proceeds on the sale of an equity method investment and insurance proceeds related to fires at our production facilities.


Cash Flows from Financing Activities			in millions
	2025		2024
Proceeds from issuance of debt	$	175	$	2,415
Payments on debt	(1,262)		(1,641)


Proceeds from issuance of commercial paper	—		1,694
Repayments of commercial paper	—		(2,285)
Purchases of Tyson Class A common stock	(196)		(49)
Dividends	(697)		(684)
Stock options exercised	21		14
Other, net	(18)		(45)
Net cash used for financing activities	$	(1,977)	$	(581)

•During fiscal 2024, proceeds from issuance of debt included $750 million of proceeds from the term loan facility due May 2028, $600 million of proceeds from the 5.40% 2029 Notes, and $900 million from the 5.70% 2034 Notes.

•Payments on debt included:

•2025 – In fiscal 2025, we fully repaid the $750 million term loan due May 2026 and $310 million of the term loan due May 2028 using cash on hand.

•2024 – In March 2024, we issued senior unsecured notes with an aggregate principal amount of $1.5 billion. A portion of the net proceeds from the issuances were used to repay $250 million of the amount outstanding under our term loan facility due May 2026 and we used the remainder of the proceeds to retire the $1,250 million notes due August 2024.

•Purchases of Tyson Class A common stock included:

•$174 million of cash paid for shares repurchased pursuant to our share repurchase program in fiscal 2025.

•$22 million and $49 million for shares repurchased to fund certain obligations under our equity compensation plans in fiscal 2025 and 2024, respectively.

•Dividends paid during fiscal 2025 included a 2% increase to our fiscal 2024 quarterly dividend rate.


Liquidity								in millions
	Commitments Expiration Date	Facility Amount		Outstanding Letters of Credit (no draw downs)		Amount Borrowed		Amount Available at September 27, 2025
Cash and cash equivalents								$	1,229
Short-term investments								—
Revolving credit facility	April 2030	$	2,500	$	—	$	—	2,500
Commercial paper								—
Total liquidity								$	3,729

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

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

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

•In April 2025, we terminated our previous revolving credit facility with a maturity date of September 2026 and entered into a new $2.5 billion revolving credit facility. The new revolving credit facility will mature, and the commitments thereunder will terminate, in April 2030 with options for two one-year extensions. Under the terms of this 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. The covenants and other terms of the new facility are generally consistent with those of the terminated facility.

•We expect net interest expense will approximate $395 million for the 53 weeks of fiscal 2026.

•Our ratio of short-term assets to short-term liabilities (“current ratio”) was 1.6 to 1 and 2.0 to 1 at September 27, 2025, and September 28, 2024, respectively. The decrease in fiscal 2025 was primarily due to lower cash and cash equivalents and increased current debt.

•At September 27, 2025, $725 million of our cash was held in the international accounts of our foreign subsidiaries. Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs. We manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. We intend to repatriate any excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest outside of the United States the remainder of cash held by foreign subsidiaries. We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.

Capital Resources

Credit Facility

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

At September 27, 2025, amounts available for borrowing under our revolving credit facility totaled $2.5 billion. Our revolving credit facility is funded by a syndicate of 17 banks, with commitments ranging from $50 million to $225 million per bank.

Commercial Paper Program

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

Capitalization

To monitor our credit ratings and our capacity for long-term financing, we consider various qualitative and quantitative factors. We monitor the ratio of our net debt to EBITDA as support for our long-term financing decisions. At September 27, 2025, and September 28, 2024, the ratio of our net debt to EBITDA was 3.0x and 2.8x, respectively. Refer to Other Key Financial Measures below for an explanation and reconciliation to comparable Generally Accepted Accounting Principles (“GAAP”) measures. The increase in this ratio at September 27, 2025 is due to a decrease in EBITDA of $377 million partially offset by a decrease in net debt of $459 million.

Credit Ratings

Term Loan Facility due May 2028

Standard & Poor’s Rating Services’, a Standard & Poor’s Financial Services LLC business (“S&P”), applicable rating is “BBB”. Moody’s Investor Service, Inc.’s (“Moody’s”) applicable rating is “Baa2”. The below table outlines the commitment fee on any unused borrowing capacity and the borrowing spread on the outstanding principal balance of our term loan facility due May 2028 that corresponds to the applicable ratings levels from S&P and Moody’s.


Ratings Level (Moody’s/S&P)	Commitment Fee		Borrowing Spread
Baal/BBB+ or above	0.100	%	1.625	%
Baa2/BBB (current level)	0.125	%	1.750	%
Baa3/BBB- or lower	0.175	%	1.875	%

Revolving Credit Facility

The below table outlines the fees paid on the unused portion of the facility (“Facility Fee Rate”) and letter of credit fees and borrowings (“Borrowing Spread”) that corresponds to the applicable ratings levels from S&P and Moody's. S&P's applicable rating is “BBB.” Moody's applicable rating is “Baa2.”


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

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

Debt Covenants

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

Pension Plans

As further described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits, the funded status of our defined benefit pension plans is defined as the amount the projected benefit obligation exceeds the plan assets. The funded status of the plans is an underfunded position of $146 million at the end of fiscal 2025 as compared to an underfunded position of $158 million at the end of fiscal 2024. We contributed $14 million in fiscal 2025 and expect to contribute approximately $15 million of cash to our pension plans in fiscal 2026. The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements. As a result, the actual funding in fiscal 2026 may be different from the estimate.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements material to our financial position or results of operations. The off-balance sheet arrangements we have are guarantees of obligations related to certain outside third parties, including leases, debt and livestock grower loans, and residual value guarantees covering certain operating leases for various types of equipment. See Part II, Item 8, Notes to Consolidated Financial Statements, Note 20: Commitments and Contingencies for further discussion.

CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations as of September 27, 2025 (in millions):



	Payments Due by Period
	2026		2027-2028		2029-2030		2031 and thereafter		Total
Debt principal payments (1)	$	909	$	1,899	$	1,648	$	4,448	$	8,904
Interest payments (2)	423		777		597		2,817		4,614
Guarantees (3)	10		14		25		18		67
Operating lease obligations (4)	232		321		207		268		1,028
Purchase obligations (5)	556		866		601		3,245		5,268
Capital expenditures (6)	410		110		—		—		520
Other long-term liabilities (7)	—		—		—		—		937
Total contractual commitments	$	2,540	$	3,987	$	3,078	$	10,796	$	21,338

(1)In the event of a default on payment, acceleration of the principal payments could occur.

(2)Interest payments include interest on all outstanding debt. Payments are estimated for variable rate and variable term debt based on effective interest rates at September 27, 2025, and expected payment dates.

(3)Amounts include guarantees of obligations related to certain outside third parties, which consist of leases, debt and livestock grower loans, all of which are substantially collateralized by the underlying assets, as well as residual value guarantees covering certain operating leases for various types of equipment. The amounts included are the maximum potential amount of future payments.

(4)For additional information regarding operating leases, refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 6: Leases.

(5)Amounts include agreements with a remaining term in excess of one year to purchase goods or services that are enforceable and legally binding and specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The purchase obligations amount included items, such as future purchase commitments for grains and livestock purchase contracts, that provide terms that meet the above criteria. For certain grain purchase commitments with a fixed quantity provision, we have assumed the future obligations under the commitment based on available commodity futures prices as published in observable active markets as of September 27, 2025. Additionally, the purchase obligations amount includes purchase commitments associated with long-term cold storage service agreements entered into as part of the sale of multiple Tyson-owned and operated storage facilities during fiscal 2025. We have excluded future purchase commitments for contracts that do not meet these criteria. Purchase orders are not included in the table, as a purchase order is an authorization to purchase and is cancellable. Contracts for goods or services that contain termination clauses without penalty have also been excluded.

(6)Amounts include estimated amounts to complete buildings and equipment under construction as of September 27, 2025.

(7)Other long-term liabilities primarily consist of deferred compensation, deferred income, self-insurance and asset retirement obligations. We are unable to reliably estimate the amount and timing of the remaining payments beyond fiscal 2025; therefore, we have only included the total liability in the table above. We also have employee benefit obligations consisting of pensions and other postretirement benefits of $165 million that are excluded from the table above. A discussion of the Company's pension and postretirement plans, including funding matters, is included in Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits.

In addition to the amounts shown above in the table, we have unrecognized tax benefits of $153 million and related interest and penalties of $73 million at September 27, 2025, recorded in Other Liabilities and Other current liabilities.

Our maximum commitment associated with our cash flow assistance programs is limited to the fair value of each participating livestock supplier's net tangible assets. The potential maximum obligation as of September 27, 2025 was approximately $240 million and we did not have significant net receivables outstanding under these programs.

OTHER KEY FINANCIAL MEASURES

The following are other key financial measures used by the Company for the purposes of assessing performance and highlighting operational trends as well as our ability to generate earnings sufficient to service our debt:


in millions, except ratio data
	2025		2024		2023

Net income (loss)	$	507	$	822	$	(649)
Less: Interest income	(73)		(89)		(30)
Add: Interest expense	449		481		355
Add/(Less): Income tax expense (benefit)	262		270		(29)
Add: Depreciation	1,093		1,159		1,100
Add: Amortization (a)	257		229		229
EBITDA	$	2,495	$	2,872	$	976


Total gross debt	8,830		9,787		9,506
Less: Cash and cash equivalents	(1,229)		(1,717)		(573)
Less: Short-term investments	—		(10)		(15)
Total net debt	$	7,601	$	8,060	$	8,918

Ratio Calculations:
Gross debt/EBITDA	3.5x		3.4x		9.7x
Net debt/EBITDA	3.0x		2.8x		9.1x
Return on invested capital (b)	2.8%		3.9%		(1.4%)
Total debt to capitalization (c)	32.6%		34.6%		34.2%
Book value per share (d)	$	51.63	$	52.03	$	51.37

(a)Excludes the amortization of debt issuance and debt discount expense of $11 million, $12 million, $10 million for fiscal 2025, 2024 and 2023, respectively, as it is included in Interest expense.

(b)Return on invested capital is calculated by dividing after-tax operating income (loss), calculated by applying the Company’s effective tax rate to operating income (loss), by the average of beginning and ending total debt and shareholders’ equity less cash and cash equivalents.

(c)For the total debt to capitalization calculation, capitalization is defined as total debt plus total shareholders’ equity.

(d)Book value per share is calculated by dividing shareholders’ equity by the sum of Class A and B shares outstanding.

EBITDA is defined as net income (loss) before interest, income taxes, depreciation and amortization. Net debt to EBITDA represents the ratio of our debt, net of cash and short-term investments, to EBITDA. EBITDA and net debt to EBITDA are presented as supplemental financial measurements in the evaluation of our business. We believe the presentation of these financial measures helps investors to assess our operating performance from period to period, including our ability to generate earnings sufficient to service our debt, enhances understanding of our financial performance and highlights operational trends. These measures are widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies; however, the measurements of EBITDA and net debt to EBITDA may not be comparable to those of other companies, which limits their usefulness as comparative measures. EBITDA and net debt to EBITDA are not measures required by or calculated in accordance with GAAP and should not be considered as substitutes for net income or any other measure of financial performance reported in accordance with GAAP or as a measure of operating cash flow or liquidity. EBITDA is a useful tool for assessing, but is not a reliable indicator of, our ability to generate cash to service our debt obligations because certain of the items added to net income to determine EBITDA involve outlays of cash. As a result, actual cash available to service our debt obligations will be different from EBITDA. Investors should rely primarily on our GAAP results, and use non-GAAP financial measures only supplementally, in making investment decisions.

RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS

Refer to the discussion under Part II, Item 8, Notes to Consolidated Financial Statements, Note 1: Business and Summary of Significant Accounting Policies and Note 2: Changes in Accounting Principles.

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of certain accounting estimates we consider critical. These estimates require levels of subjectivity and judgment, which could result in actual results differing from our estimates.

Contingent liabilities

Description

We are subject to lawsuits, investigations and other claims related to wage and hour/labor, antitrust, environmental, product, taxing authorities and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses.

A determination of the amount of reserves and disclosures required, if any, for these contingencies is made after considerable analysis of each individual issue. We accrue for contingent liabilities when an assessment of the risk of loss is probable and can be reasonably estimated. We disclose contingent liabilities when the risk of loss is reasonably possible or probable.

Judgments and Uncertainties

Our contingent liabilities contain uncertainties because the eventual outcome will result from future events, and determination of current reserves requires estimates and judgments related to future changes in facts and circumstances, differing interpretations of the law and assessments of the amount of damages, and the effectiveness of strategies or other factors beyond our control.

Effect if Actual Results Differ From Assumptions

We have not made any material changes in the accounting methodology used to establish our contingent liabilities during the past three fiscal years. As set forth in Part II, Item 8, Notes to the Consolidated Financial Statements, Note 20: Commitments and Contingencies, we recognized $698 million and $174 million of charges in fiscal 2025 and 2024, respectively, from legal accruals related to our broiler antitrust civil litigation, broiler chicken grower litigation, pork antitrust litigation, beef antitrust litigation and wage rate litigation based on our assessment of the likelihood and amount of probable losses. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our contingent liabilities. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material.

Revenue recognition

Description

We recognize revenue for the sale of our product at the point in time when our performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs upon shipment or delivery to a customer based on terms of the sale. Revenue is measured by the transaction price, which is defined as the amount of consideration we expect to receive in exchange for providing goods to customers. The transaction price is adjusted for estimates of known or expected variable consideration, which includes consumer incentives, trade promotions, and allowances, such as coupons, discounts, rebates, volume-based incentives, cooperative advertising, and other programs. Variable consideration related to these programs is recorded as a reduction to revenue based on amounts we expect to pay.

Judgments and Uncertainties

The transaction price contains estimates of known or expected variable consideration. We base these estimates on current performance, historical utilization, and projected redemption rates of each program. We review and update these estimates regularly until the incentives or product returns are realized and the impact of any adjustments are recognized in the period the adjustments are identified.

Effect if Actual Results Differ From Assumptions

We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to recognize revenue. As noted above, estimates are made based on historical experience and other factors. Typically, programs that are offered have a short duration, and historically, the difference between actual experience compared to estimated redemptions and performance has not been significant to the quarterly or annual financial statements. However, if the level of redemption rates or performance were to vary significantly from estimates, we may be exposed to gains or losses that could be material. We have not made any material changes in the accounting methodology used to recognize revenue during the past three fiscal years.

Accrued self-insurance

Description

We are self-insured for certain losses related to health and welfare, workers’ compensation, auto liability and general liability claims. We use an independent third-party actuary to assist in determining our self-insurance liability. We and the actuary consider a number of factors when estimating our self-insurance liability, including claims experience, demographic factors, severity factors and other actuarial assumptions. We periodically review our estimates and assumptions with our third-party actuary to assist us in determining the adequacy of our self-insurance liability. Our policy is to maintain an accrual at the actuarial estimated median.

Judgments and Uncertainties

Our self-insurance liability contains uncertainties due to assumptions required and judgments used. Costs to settle our obligations, including legal and healthcare costs, could increase or decrease causing estimates of our self-insurance liability to change. Incident rates, including frequency and severity, could increase or decrease causing estimates in our self-insurance liability to change.

Effect if Actual Results Differ From Assumptions

We have not made any material changes in the accounting methodology used to establish our self-insurance liability during the past three fiscal years. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our self-insurance liability. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material. A 10% change in the actuarial estimate at September 27, 2025, would not have a significant impact on our liability.

Income taxes

Description

We estimate total income tax expense based on statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we earn income. Income tax includes an estimate for withholding taxes on earnings of foreign subsidiaries expected to be remitted but does not include an estimate for taxes on earnings considered to be indefinitely invested in the foreign subsidiary. Deferred income taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse. Valuation allowances are recorded when it is likely a tax benefit will not be realized for a deferred tax asset. We record unrecognized tax benefit liabilities for known or anticipated tax issues based on our analysis of whether, and the extent to which, additional taxes will be due.

Judgments and Uncertainties

Changes in projected future earnings could affect the recorded valuation allowances in the future. Our calculations related to income taxes contain uncertainties due to judgment used to calculate tax liabilities in the application of complex tax regulations across the tax jurisdictions where we operate. Our analysis of unrecognized tax benefits contains uncertainties based on judgment used to apply the more likely than not recognition and measurement thresholds.

Effect if Actual Results Differ From Assumptions

Due to the complexity of some of these judgments and uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. To the extent we prevail in matters for which unrecognized tax benefit liabilities have been established, or are required to pay amounts in excess of our recorded unrecognized tax benefit liabilities, our effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of our cash and generally result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would generally be recognized as a reduction in our effective tax rate in the period of resolution. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. Other than those potential impacts, we do not believe there is a reasonable likelihood there will be a material change in the tax related balances or valuation allowances.

Defined benefit pension plans

Description

We sponsor four defined benefit pension plans that provide retirement benefits to certain team members. We also participate in a multi-employer plan that provides defined benefits to certain team members covered by collective bargaining agreements. Such plans are usually administered by a board of trustees composed of the management of the participating companies and labor representatives. We use independent third-party actuaries to assist us in determining our pension obligations and net periodic benefit cost. We and the actuaries review assumptions that include estimates of the present value of the projected future pension payment to all plan participants, taking into consideration the likelihood of potential future events such as salary increases and demographic experience. We accumulate and amortize the effect of actuarial gains and losses over future periods. Net periodic benefit cost for the defined benefit pension plans was $7 million in fiscal 2025. The projected benefit obligation was $176 million at the end of fiscal 2025. Unrecognized actuarial gain was $2 million at the end of fiscal 2025. We currently expect net periodic benefit cost associated with our pension plans to be approximately $7 million in fiscal 2026. We expect to contribute approximately $15 million of cash to our pension plans in fiscal 2026. The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements.

Judgments and Uncertainties

Our defined benefit pension plans contain uncertainties due to assumptions required and judgments used. The key assumptions used in developing the required estimates include such factors as discount rates, expected returns on plan assets, retirement rates, and mortality. These assumptions can have a material impact upon the funded status and the net periodic benefit cost. The expected liquidation of certain plans has been considered along with these assumptions. The discount rates were determined using a cash flow matching technique whereby the rates of a yield curve, developed from high-quality debt securities, were applied to the benefit obligations to determine the appropriate discount rate. In determining the long-term rate of return on plan assets, we first examined historical rates of return for the various asset classes within the plans. We then determined a long-term projected rate-of-return based on expected returns. Investment, management and other fees paid out of plan assets are factored into the determination of asset return assumptions. Retirement rates are based primarily on actual plan experience, while standard actuarial tables are used to estimate mortality. It is reasonably likely that changes in external factors will result in changes to the assumptions used to measure pension obligations and net periodic benefit cost in future periods.

The risks of participating in multi-employer plans are different from single-employer plans. The net pension cost of the multi-employer plans is equal to the annual contribution determined in accordance with the provisions of negotiated labor contracts. Assets contributed to such plans are not segregated or otherwise restricted to provide benefits only to our team members. The future cost of these plans is dependent on a number of factors including the funded status of the plans and the ability of the other participating companies to meet ongoing funding obligations.

Effect if Actual Results Differ From Assumptions

We have not made any material changes in the accounting methodology used to establish our pension obligations and net periodic benefit cost during the past three fiscal years. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our pension obligations and net periodic benefit cost. However, if actual results are not consistent with our estimates or assumptions, they are accumulated and amortized over future periods and, therefore generally affect the net periodic benefit cost in future periods. A 1% change in the discount rate at September 27, 2025, would not have a significant impact on the projected benefit obligation or net periodic benefit cost. A 1% change in the return on plan assets at September 27, 2025, would not have a significant impact on net periodic benefit cost. The sensitivities reflect the impact of changing one assumption at a time with the remaining assumptions held constant. Economic factors and conditions often affect multiple assumptions simultaneously and the effect of changes in assumptions are not necessarily linear.

Impairment of goodwill and indefinite life intangible assets

Description

Goodwill and indefinite life intangible assets are evaluated for impairment annually or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit or indefinite life intangible asset is less than its carrying value. We have elected to make the first day of the fourth quarter the 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.

We evaluate goodwill for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, the fair value of the reporting unit may more likely than not be less than its carrying value or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. The quantitative test compares the fair value of a reporting unit with its carrying value. Additionally, we can elect to forgo the qualitative assessment and perform the quantitative test. Upon performing the quantitative test, if the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill.

For indefinite life intangible assets, a qualitative assessment can also be performed to determine whether the existence of events and circumstances indicates it is more likely than not an intangible asset is impaired. Similar to goodwill, we can also elect to forgo the qualitative test for indefinite life intangible assets and perform the quantitative test. Upon performing the quantitative test, if the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Judgments and Uncertainties

We estimate the fair value of our reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method) and another technique being a market approach (guideline public company method), which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. We include assumptions about sales growth, operating margins, discount rates and valuation multiples which consider our budgets, business plans, economic projections and marketplace data, and are believed to reflect market participant views which would exist in an exit transaction. Assumptions are also made for varying growth rates for periods beyond the long-term business plan period. Generally, we utilize operating margin assumptions based on future expectations, macro-economic trends, operating margins historically realized in the reporting units’ industries and industry marketplace valuation multiples. We consider reporting units that have 20% or less excess fair value over carrying value to have a heightened risk of impairment.

Our fiscal 2024 goodwill impairment analysis did not result in impairment charges. Following the annual fiscal 2024 assessment, our Beef and two Chicken segment reporting units, with a total goodwill of approximately $3.3 billion in fiscal 2024, were at heightened risk of impairment.

During the third quarter of fiscal 2025, our Beef reporting unit experienced lower than anticipated supply of market-ready cattle and an increased carrying value primarily associated with higher cattle costs. Additionally, our forecasts indicated the timing of the recovery of market-ready cattle associated with the anticipated cattle herd rebuilding would be longer than previously estimated. Consequently, we determined the fair value of our Beef reporting unit was more likely than not less than the carrying amount and proceeded to perform a quantitative assessment. Based on this quantitative assessment, we determined the fair value of our Beef reporting unit had decreased to below its carrying value. Accordingly, we recognized a $343 million impairment during the third quarter of fiscal 2025 to fully impair its remaining goodwill.

We performed our annual impairment assessment as of the first day of our fourth quarter of fiscal 2025 and determined it was necessary to perform a quantitative assessment for one of our International/Other reporting units, which had goodwill of $0.2 billion at September 27, 2025, as it had lower than previously anticipated operating results. Based on this assessment, we determined that the International/Other reporting unit's estimated fair value exceeded its carrying value, and thus, did not recognize a goodwill impairment. In estimating its fair value, we generally assumed operating margins in future years would normalize over time as we believe this is consistent with market participant views in an exit transaction. The current year results are not indicative of future market participant expectations in an exit transaction primarily due to the impact of macroeconomic factors which we expect to be mostly temporary in nature. As of the date of the assessment, we estimate discount rates utilized in the discounted cash flow method would have to increase by more than approximately 125 basis points, with all other assumptions unchanged, before the carrying value of the International/Other reporting units would exceed their fair value. Following the annual fiscal 2025 assessment, this reporting unit was at heightened risk of impairment.

We performed a qualitative assessment for the remaining reporting units in our Chicken, Prepared Foods and Pork segments, which had goodwill of $9.3 billion at September 27, 2025, and determined none of them were at heightened risk of impairment following the fiscal 2025 annual assessment. As of the latest fair value assessments, we estimate discount rates utilized in the discounted cash flow method would have to increase by more than approximately 75 basis points, with all other assumptions unchanged, before the carrying value of any of the Chicken, Prepared Foods and Pork reporting units would exceed their fair value.

The fair value of our indefinite life intangible assets is calculated principally using multi-period excess earnings and relief-from-royalty valuation approaches, which uses significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction. Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. We consider indefinite life intangible assets that have 20% or less excess fair value over carrying value to have a heightened risk of impairment. Our fiscal 2025, 2024 and 2023 indefinite life intangible assets impairment analyses did not result in an impairment charge.

All of our indefinite life intangible assets' estimated fair values exceeded their carrying values by more than 20% at the date of the most recent estimated fair value determination. We performed our annual impairment assessment as of the first day of our fourth quarter of fiscal 2025 and determined it was necessary to perform quantitative assessments for two of our Prepared Foods brands with carrying values of $0.5 billion and $0.3 billion at September 27, 2025. For these two brands, we estimate the discount rate would need to increase over 150 basis points as of the date of the most recent estimated fair value, with all other assumptions unchanged, to cause the carrying value to approximate its fair value. We generally assumed growth rates in future years would normalize over time as we believe this is consistent with market participant views in an exit transaction. Had we assumed future growth rates consistent with those realized in fiscal 2025, we would have failed the impairment quantitative test, which may have resulted in material impairment losses. The current year growth rate is not indicative of future market participant expectations in an exit transaction primarily due to the impacts of rapid inflationary pressures and volatile market conditions which impacts we expect to be mostly temporary in nature. We do not currently consider any of our indefinite life intangible assets, which had an aggregate value of $4.1 billion at September 27, 2025, to be at heightened risk of impairment.

Effect if Actual Results Differ From Assumptions

We have not made material changes in the accounting methodology used to evaluate impairment of goodwill and indefinite life intangible assets during the last three years.

Our impairment analysis contains inherent estimates and assumptions, many of which are outside the control of management including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings, which could positively or negatively impact the anticipated future economic and operating conditions. The assumptions and estimates used in determining fair value require considerable judgment and are sensitive to changes in underlying assumptions. These assumptions can change in future periods as a result of overall economic conditions, including the impacts of inflationary pressures, increased interest and discount rates, global supply chain constraints and decreased market capitalization, amongst others. As a result, there can be no assurance that estimates and assumptions made for the purpose of assessing impairments will prove to be an accurate prediction of the future. Potential circumstances that could have a negative effect on the fair value of our reporting units and indefinite life intangible assets include, but are not limited to, lower than forecasted growth rates or operating margins and changes in discount rates. A reduction in the estimated fair value of the reporting units and indefinite life intangible assets could trigger an impairment in the future. We cannot predict the occurrence of certain events or changes in circumstances that might adversely affect the carrying value of our goodwill and indefinite life intangible assets.

We continuously evaluate the changing macro-economic conditions including inflationary pressures, rising interest rates, demand outlook and export markets, and the Company's market capitalization. Although all our reporting units and indefinite life intangible assets had more than 20% excess fair value over carrying value as of the most recent assessment, other than one reporting unit with goodwill of $0.2 billion as of September 27, 2025, they remain susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.

Impairment of long-lived assets and definite life intangibles

Description

Long-lived assets and definite life intangibles are evaluated for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Examples include a significant adverse change in the extent or manner in which we use the asset, a change in its physical condition, or an unexpected change in financial performance.

When evaluating long-lived assets and definite life intangibles for impairment, we compare the carrying value of the asset to the asset’s estimated undiscounted future cash flows. An impairment is indicated if the estimated future cash flows are less than the carrying value of the asset group. For assets held for sale, we compare the carrying value of the disposal group to fair value. The impairment is the excess of the carrying value over the fair value of the asset.

We recorded charges related to impairments, disposals and write-offs of long-lived assets of $126 million, $131 million and $101 million, in fiscal 2025, 2024 and 2023, respectively.

Judgments and Uncertainties

Our impairment analysis contains uncertainties due to judgment in assumptions, including useful lives and intended use of assets, observable market valuations, forecasted sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data that reflects the risk inherent in future cash flows to determine fair value.

Effect if Actual Results Differ From Assumptions

We have not made any material changes in the accounting methodology used to evaluate the impairment of long-lived assets or definite life intangibles during the last three fiscal years. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate impairments or useful lives of long-lived assets or definite life intangibles. However, if actual results are not consistent with our estimates and assumptions used to calculate estimated future cash flows, we may be exposed to impairment losses that could be material. We periodically conduct projects to strategically evaluate optimization of such items as network capacity, manufacturing efficiencies and business technology. If we have a significant change in strategies, outlook, or a manner in which we plan to use these assets, we may be exposed to future impairments.

Business Combinations

Description

We account for acquired businesses using the acquisition method of accounting, which requires that once control of a business is obtained, 100% of the assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

We use various models to determine the value of assets acquired and liabilities assumed such as net realizable value to value inventory, cost method and market approach to value property, relief-from-royalty and multi-period excess earnings to value intangibles and discounted cash flow to value goodwill.

For significant acquisitions we may use independent third-party valuation specialists to assist us in determining the fair value of assets acquired and liabilities assumed.

Judgments and Uncertainties

Significant judgment is often required in estimating the fair value of assets acquired and liabilities assumed, particularly intangible assets. We make estimates and assumptions about projected future cash flows including sales growth, operating margins, attrition rates and discount rates based on historical results, business plans, expected synergies, perceived risk and marketplace data considering the perspective of marketplace participants.

Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may be considered to have indefinite useful lives.

Effect if Actual Results Differ From Assumptions

While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions, which could result in subsequent impairments. For more information regarding business combinations, refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

COMMODITIES RISK

We purchase certain commodities, such as grains and livestock, during normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily forwards and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity. However, as the commodities underlying our derivative financial instruments can experience significant price fluctuations, any requirement to mark-to-market the positions that have not been designated or do not qualify as hedges could result in volatility in our results of operations. Contract terms of a hedge instrument closely mirror those of the hedged item providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting this risk reduction and correlation criteria are recorded using hedge accounting. We generally do not hedge anticipated transactions beyond 18 months. The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of September 27, 2025 and September 28, 2024, on the fair value of open positions. The fair value of such positions is a summation of the fair values calculated for each commodity by valuing each net position at quoted forward and option prices. The market risk exposure analysis included both derivatives designated as hedge instruments and derivatives not designated as hedge instruments.


Effect of 10% change in fair value	in millions
	2025		2024
Livestock:
Live Cattle	$	18	$	11
Lean Hogs	46		24
Grain:
Corn	19		11
Soybean Meal	23		16

INTEREST RATE RISK

At September 27, 2025, we had variable rate debt of $484 million with a weighted average interest rate of 5.9%. A hypothetical 10% increase in interest rates effective at September 27, 2025 would increase annualized interest expense by approximately $3 million.

Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At September 27, 2025, we had fixed-rate debt of $8,346 million with a weighted average interest rate of 4.8%. Market risk for fixed-rate debt is estimated as the potential increase in fair value, resulting from a hypothetical 10% decrease in interest rates. A hypothetical 10% change in interest rates would have changed the fair value of our fixed-rate debt by approximately $231 million at September 27, 2025 and $230 million at September 28, 2024. The fair values of our debt were estimated based on quoted market prices and/or published interest rates.

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

FOREIGN CURRENCY RISK

We have foreign exchange exposure from fluctuations in foreign currency exchange rates primarily as a result of certain receivable and payable balances. The primary currencies we have exposure to are the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican peso and the Thai baht. We periodically enter into foreign exchange forward and option contracts to hedge some portion of our foreign currency exposure. A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a $21 million and $25 million impact on pretax income at September 27, 2025 and September 28, 2024, respectively.

CONCENTRATIONS OF CREDIT RISK

Our financial instruments exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables. Our cash equivalents are in high quality securities placed with major banks and financial institutions. Concentrations of credit risk with respect to receivables are limited due to our large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. At September 27, 2025 and September 28, 2024, 15.6% and 15.5%, respectively, of our net accounts receivable balance was due from Walmart Inc. No other single customer or customer group represented 10% or greater of net accounts receivable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF INCOME


	in millions, except per share data
	fiscal year ended
	September 27, 2025		September 28, 2024		September 30, 2023
Sales	$	54,441	$	53,309	$	52,881
Cost of Sales	50,879		49,682		50,250
Gross Profit	3,562		3,627		2,631
Selling, General and Administrative	2,121		2,218		2,245
Goodwill Impairment	343		—		781
Operating Income (Loss)	1,098		1,409		(395)
Other (Income) Expense:
Interest income	(73)		(89)		(30)
Interest expense	449		481		355
Other, net	(47)		(75)		(42)
Total Other (Income) Expense	329		317		283
Income (Loss) before Income Taxes	769		1,092		(678)
Income Tax Expense (Benefit)	262		270		(29)
Net Income (Loss)	507		822		(649)
Less: Net Income (Loss) Attributable to Noncontrolling Interests	33		22		(1)
Net Income (Loss) Attributable to Tyson	$	474	$	800	$	(648)
Net Income (Loss) Per Share Attributable to Tyson:
Class A Basic	$	1.37	$	2.31	$	(1.87)
Class B Basic	$	1.22	$	2.06	$	(1.68)
Diluted	$	1.33	$	2.25	$	(1.87)

See accompanying Notes to Consolidated Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	in millions
	fiscal year ended
	September 27, 2025		September 28, 2024		September 30, 2023
Net Income (Loss)	$	507	$	822	$	(649)
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges	(7)		(5)		2
Investments	—		4		1
Currency translation	(4)		100		29
Postretirement benefits	4		(9)		5
Total Other Comprehensive Income (Loss), Net of Taxes	(7)		90		37
Comprehensive Income (Loss)	500		912		(612)
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests	33		36		(1)
Comprehensive Income (Loss) Attributable to Tyson	$	467	$	876	$	(611)

See accompanying Notes to Consolidated Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED BALANCE SHEETS


in millions, except share and per share data
	September 27, 2025		September 28, 2024
Assets
Current Assets:
Cash and cash equivalents	$	1,229	$	1,717
Accounts receivable, net	2,524		2,406
Inventories	5,681		5,195
Other current assets	482		433
Total Current Assets	9,916		9,751
Net Property, Plant and Equipment	9,204		9,442
Goodwill	9,469		9,819
Intangible Assets, net	5,624		5,875
Other Assets	2,445		2,213
Total Assets	$	36,658	$	37,100
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt	$	909	$	74
Accounts payable	2,601		2,402
Other current liabilities	2,879		2,311
Total Current Liabilities	6,389		4,787
Long-Term Debt	7,921		9,713
Deferred Income Taxes	2,195		2,285
Other Liabilities	1,926		1,801
Commitments and Contingencies (Note 20)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 378 million shares	38		38
Convertible Class B-authorized 900 million shares, issued 70 million shares	7		7
Capital in excess of par value	4,686		4,597
Retained earnings	18,647		18,873
Accumulated other comprehensive gain (loss)	(191)		(184)
Treasury stock, at cost – 95 million shares at September 27, 2025 and 92 million at September 28, 2024	(5,102)		(4,941)
Total Tyson Shareholders’ Equity	18,085		18,390
Noncontrolling Interests	142		124
Total Shareholders’ Equity	18,227		18,514
Total Liabilities and Shareholders’ Equity	$	36,658	$	37,100

See accompanying Notes to Consolidated Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


							in millions
					fiscal year ended
	September 27, 2025			September 28, 2024			September 30, 2023
	Shares	Amount		Shares	Amount		Shares	Amount
Class A Common Stock:
Balance at beginning and end of year	378	$	38	378	$	38	378	$	38

Class B Common Stock:
Balance at beginning and end of year	70	7		70	7		70	7

Capital in Excess of Par Value:
Balance at beginning of year		4,597			4,560			4,553
Stock-based compensation and other		89			37			7
Balance at end of year		4,686			4,597			4,560

Retained Earnings:
Balance at beginning of year		18,873			18,760			20,084
Net income (loss) attributable to Tyson		474			800			(648)
Dividends		(700)			(687)			(676)
Balance at end of year		18,647			18,873			18,760

Accumulated Other Comprehensive Income (Loss), Net of Tax:
Balance at beginning of year		(184)			(260)			(297)
Other comprehensive income (loss) attributable to Tyson		(7)			76			37
Balance at end of year		(191)			(184)			(260)

Treasury Stock:
Balance at beginning of year	92	(4,941)		92	(4,972)		88	(4,683)
Purchase of Class A common stock	4	(196)		1	(49)		6	(354)
Stock-based compensation	(1)	35		(1)	80		(2)	65
Balance at end of year	95	(5,102)		92	(4,941)		92	(4,972)

Total Shareholders’ Equity Attributable to Tyson		$	18,085		$	18,390		$	18,133

Equity Attributable to Noncontrolling Interests:
Balance at beginning of year		$	124		$	122		$	109
Net income (loss) attributable to noncontrolling interests		33			22			(1)
Distributions to noncontrolling interest		(15)			(35)			(14)
Business combinations		—			1			28
Currency translation and other		—			14			—
Total Equity Attributable to Noncontrolling Interests		$	142		$	124		$	122

Total Shareholders’ Equity		$	18,227		$	18,514		$	18,255

See accompanying Notes to Consolidated Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	in millions
	fiscal year ended
	September 27, 2025		September 28, 2024		September 30, 2023
Cash Flows From Operating Activities:
Net income (loss)	$	507	$	822	$	(649)
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	1,093		1,159		1,100
Amortization	268		241		239
Deferred income taxes	(76)		(45)		(183)
Gain on sale of storage facilities	(107)		—		—
Impairment of goodwill	343		—		781

Impairments and disposals of assets	126		131		101
Stock-based compensation expense	100		101		61
Other, net	7		(43)		115
(Increase) decrease in accounts receivable	(121)		59		136
(Increase) decrease in inventories	(449)		153		175
Increase (decrease) in accounts payable	184		(205)		47
Increase (decrease) in income taxes payable/receivable	7		89		108

Net changes in other operating assets and liabilities	273		128		(279)
Cash Provided by Operating Activities	2,155		2,590		1,752
Cash Flows From Investing Activities:
Additions to property, plant and equipment	(978)		(1,132)		(1,939)
Purchases of marketable securities	(66)		(38)		(34)
Proceeds from sale of marketable securities	62		35		32
Proceeds from sale of storage facilities	252		—		—
Proceeds from sale of business	—		174		—

Acquisitions, net of cash acquired	—		—		(262)
Acquisition of equity investments	(11)		(29)		(115)
Other, net	76		102		19
Cash Used for Investing Activities	(665)		(888)		(2,299)
Cash Flows From Financing Activities:
Proceeds from issuance of debt	175		2,415		1,130
Payments on debt	(1,262)		(1,641)		(603)


Proceeds from issuance of commercial paper	—		1,694		7,693
Repayments of commercial paper	—		(2,285)		(7,103)
Purchases of Tyson Class A common stock	(196)		(49)		(354)
Dividends	(697)		(684)		(670)
Stock options exercised	21		14		11
Other, net	(18)		(45)		(16)
Cash Provided by (Used for) Financing Activities	(1,977)		(581)		88
Effect of Exchange Rate Change on Cash	(1)		23		1
(Decrease) Increase in Cash and Cash Equivalents and Restricted Cash	(488)		1,144		(458)
Cash and Cash Equivalents and Restricted Cash at Beginning of Year	1,717		573		1,031
Cash and Cash Equivalents and Restricted Cash at End of Year	1,229		1,717		573
Less: Restricted Cash at End of Year	—		—		—
Cash and Cash Equivalents at End of Year	$	1,229	$	1,717	$	573

See accompanying Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TYSON FOODS, INC.

NOTE 1: BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Tyson Foods, Inc. (collectively, “Company,” “we,” “us” or “our”), is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, and affordably, now and for future generations.

Consolidation

The consolidated 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. All significant intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year

We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30. The Company’s accounting cycle resulted in a 52-week year for fiscal 2025, 2024 and 2023.

Cash and Cash Equivalents

Cash equivalents consist of investments in short-term, highly liquid securities having original maturities of three months or less, which are made as part of our cash management activity. The carrying values of these assets approximate their fair values. We primarily utilize a cash management system with a series of separate accounts consisting of lockbox accounts for receiving cash, concentration accounts where funds are moved to, and several zero-balance disbursement accounts for funding payroll, accounts payable, livestock procurement, livestock grower payments, etc. As a result of our cash management system, checks issued, but not presented to the banks for payment, may result in negative book cash balances. These negative book cash balances are included in accounts payable and other current liabilities. Checks outstanding in excess of related book cash balances totaled approximately $100 million at September 27, 2025 and September 28, 2024.

Accounts Receivable

We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated credit losses to reflect any loss anticipated on the accounts receivable balances and charged to the allowance for credit losses. We calculate this allowance based on our history of write-offs, future economic conditions, level of past due accounts, and relationships with and economic status of our customers. At September 27, 2025, and September 28, 2024, our allowance for credit losses was $49 million and $38 million, respectively. We generally do not have collateral for our receivables, but we do periodically evaluate the credit worthiness of our customers.

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 September 27, 2025, 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 28, 2024. Inventories are presented net of lower of cost or net realizable value adjustments of $138 million and $115 million as of September 27, 2025 and September 28, 2024, respectively. The following table reflects the major components of inventory as of September 27, 2025 and September 28, 2024 (in millions):



	2025		2024
Processed products	$	3,086	$	2,897
Livestock	1,729		1,460
Supplies and other	866		838
Total inventory	$	5,681	$	5,195

Property, Plant and Equipment

Property, plant and equipment are stated at cost and generally depreciated on a straight-line method over the estimated lives for buildings and leasehold improvements of 10 to 33 years, machinery and equipment of 3 to 15 years and land improvements and other of 3 to 20 years. Major repairs and maintenance costs that significantly extend the useful life of the related assets are capitalized. Normal repairs and maintenance costs are charged to operations. We review the carrying value of long-lived assets at each balance sheet date if indication of impairment exists. Recoverability is assessed using undiscounted cash flows based on historical results and current projections of earnings before interest, taxes, depreciation and amortization. We measure impairment as the excess of carrying value over the fair value of an asset group. The fair value of an asset group is generally measured using discounted cash flows including market participant assumptions of future operating results and discount rates.

Goodwill and Intangible Assets

Definite life intangibles are initially recorded at fair value and amortized over the estimated period of benefit. Brands and trademarks are generally amortized using the straight-line method over 20 years or less. Customer relationships and supply arrangements are generally amortized over 7 to 30 years based on the pattern of revenue expected to be generated from the use of the asset. The gross cost and accumulated amortization of intangible assets are removed when the recorded amounts are fully amortized and the asset is no longer in use or the contract has expired. Amortization expense is generally recognized in selling, general, and administrative expense. We review the carrying value of definite life intangibles at each balance sheet date if indications of impairment exists. Recoverability is assessed using undiscounted cash flows based on historical results and current projections of earnings before interest, taxes, depreciation and amortization. We measure impairment as the excess of carrying value over the fair value of the definite life intangible asset group. We use various valuation techniques to estimate fair value, with the primary techniques being discounted cash flows, relief-from-royalty and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

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 value of goodwill or the indefinite life intangible asset.

We estimate the fair value of our reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method), with another technique being a market approach (guideline public company method), which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. We include assumptions about sales growth, operating margins, discount rates and valuation multiples which consider our budgets, business plans, economic projections and marketplace data, and are believed to reflect market participant views which would exist in an exit transaction. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. Generally, we utilize operating margin assumptions based on future expectations, operating margins historically realized in the reporting units' industries and industry marketplace valuation multiples.

The fair value of our indefinite life intangible assets when performing a quantitative assessment is calculated principally using multi-period excess earnings and relief-from-royalty valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction. Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

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.

During fiscal 2023, we experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in our market capitalization to below book value and an increase in long-term treasury rates which caused a net 50 basis point increase in the discount rates used in estimating the fair value of the reporting units. Based on quantitative assessments in fiscal 2023, we recognized $781 million of goodwill impairment charges, including $333 million to partially impair the goodwill of the Beef reporting unit, $238 million to fully impair the goodwill of two of our International/Other reporting units and $210 million to partially impair the goodwill of a Chicken segment reporting unit. During fiscal 2024, we determined none of our reporting units’ fair values were below their carrying values. Additionally, during the third quarter of fiscal 2025, our Beef reporting unit experienced lower than anticipated supply of market-ready cattle and an increased carrying value primarily associated with higher cattle costs. Also, our forecasts indicated the timing of the recovery of market-ready cattle associated with the anticipated cattle herd rebuilding would be longer than previously estimated. Consequently, we determined the fair value of our Beef reporting unit was more likely than not less than the carrying value and performed a quantitative assessment. Based on this quantitative assessment, we recognized a $343 million goodwill impairment charge to fully impair the remaining goodwill of the Beef reporting unit.

During fiscal 2025, 2024 and 2023, we determined the fair value of each of our indefinite life intangible assets exceeded its carrying value.

We consider reporting units and indefinite life intangible assets that have 20% or less excess fair value over carrying value to have a heightened risk of impairment. One of our International/Other reporting units, which had goodwill of $0.2 billion at September 27, 2025, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination. 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.

Leases

We determine if an agreement is or contains a lease at its inception by evaluating if an identified asset exists that we control for a period of time. When a lease exists, we classify it as a finance or operating lease and record a right-of-use (“ROU”) asset and a corresponding lease liability at lease commencement. We have elected to not record leases with a term of 12 months or less in our Consolidated Balance Sheets, and accordingly, lease expense for these short-term leases is recognized on a straight-line basis over the lease term. Finance lease assets are presented within Net Property, Plant and Equipment, and finance lease liabilities are presented within Current and Long-Term Debt in our Consolidated Balance Sheets. Operating ROU assets are presented within Other Assets, and operating lease liabilities are recorded within Other current liabilities and Other Liabilities in our Consolidated Balance Sheets. Lease assets are subject to review for impairment within the related long-lived asset group.

ROU assets are presented in our Consolidated Balance Sheets based on the present value of the corresponding liabilities and are adjusted for any prepayments, lease incentives received or initial direct costs incurred. The measurement of our ROU assets and liabilities includes all fixed payments and any variable payments based on an index or rate. Variable lease payments which do not depend on an index, or where rates are unknown, are excluded from lease payments in the measurement of the ROU asset and lease liability, and accordingly, are recognized as lease expense in the period the obligation for those payments is incurred. The present value of lease payments is based on our incremental borrowing rate according to the lease term and information available at the lease commencement date, as our lease arrangements generally do not provide an implicit interest rate. The incremental borrowing rate is derived using a hypothetically-collateralized borrowing cost, based on our revolving credit facility, plus a country risk factor, where applicable. We consider our credit rating and the current economic environment in determining the collateralized rate.

Our lease arrangements can include fixed or variable non-lease components, such as common area maintenance, taxes and labor. We account for each lease and any non-lease components associated with that lease as a single lease component for all asset classes, except production and livestock grower asset classes embedded in service and supply agreements, and other asset classes that include significant maintenance or service components. We account for lease and non-lease components of an agreement separately based on relative stand-alone prices either observable or estimated if observable prices are not readily available. For asset classes where an election was made not to separate lease and non-lease components, all costs associated with a lease contract are disclosed as lease costs. The accounting for some of the Company's leases may require significant judgment when determining whether a contract is or contains a lease, the lease term, and the likelihood of exercising renewal or termination options. Our leases can include options to extend or terminate use of the underlying assets. These options are included in the lease term used to determine ROU assets and corresponding liabilities when we are reasonably certain we will exercise the option. Additionally, certain leases can have residual value guarantees, which are included within our operating lease liabilities when considered probable. Our lease agreements do not include significant restrictions or covenants.

Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. Operating lease expense is recognized on a straight-line basis over the lease term, whereas the amortization of finance lease assets is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. Operating lease expense and finance lease amortization are presented in Cost of Sales or Selling, General and Administrative in our Consolidated Statements of Income depending on the nature of the leased item. Interest expense on finance lease obligations is recorded over the lease term and is presented in Interest expense, based on the effective interest method. All operating lease cash payments and interest on finance leases are presented within Cash flows from operating activities and all finance lease principal payments are presented within cash flows from financing activities in our Consolidated Statements of Cash Flows.

Investments

We have investments in joint ventures and other entities. The equity method of accounting is used for entities in which we exercise significant influence but do not have a controlling interest or a variable interest in which we are the primary beneficiary. Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for its proportionate share of earnings or losses and dividends, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets, as applicable. Equity method investments totaled $566 million and $550 million at September 27, 2025 and September 28, 2024, respectively.

Investments not accounted for using the equity method do not have readily determinable fair values and do not qualify for the practical expedient to measure the investment using a net asset value per share. These investments are recorded using the measurement alternative in which our equity interests are recorded at cost, less impairments, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting period, we assess if these investments continue to qualify for this measurement alternative. An impairment is recorded when there is evidence that the expected fair value of the investment has declined to below the recorded cost. Adjustments to the carrying value are recorded in Other, net in the Consolidated Statements of Income. Investments in joint ventures and other entities are reported in the Consolidated Balance Sheets in Other Assets.

We also have investments in marketable debt securities. We have determined all of our marketable debt securities are available-for-sale investments. These investments are reported at fair value based on quoted market prices as of the balance sheet date, with unrealized gains and losses, net of tax, recorded as a component of other comprehensive income.

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is recorded in interest income. The cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of debt securities and declines in value due to credit-related factors are recorded on a net basis in Other, net in the Consolidated Statements of Income. Interest and dividends on securities classified as available-for-sale are recorded in Interest income in the Consolidated Statements of Income.

Accrued Self-Insurance

We use a combination of insurance and self-insurance mechanisms in an effort to mitigate the potential liabilities for health and welfare, workers’ compensation, auto liability and general liability risks. Liabilities associated with our risks retained are estimated, in part, by considering claims experience, demographic factors, severity factors and other actuarial assumptions.

Other Current Liabilities

Other current liabilities as of September 27, 2025 and September 28, 2024, include (in millions):



	2025		2024
Accrued salaries, wages and benefits	$	909	$	912
Taxes payable	193		210
Accrued current legal contingencies	712		349
Other	1,065		840
Total other current liabilities	$	2,879	$	2,311

Defined Benefit Plans

We recognize the funded status of defined pension and postretirement plans in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of the plan assets and the benefit obligation. We measure our plan assets and liabilities at the end of our fiscal year. For a defined benefit pension plan, the benefit obligation is the projected benefit obligation; for any other defined benefit postretirement plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation. Any overfunded status is recognized as an asset and any underfunded status is recognized as a liability. Any transitional asset/liability, prior service cost or actuarial gain/loss that has not yet been recognized as a component of net periodic cost is recognized in accumulated other comprehensive income. Accumulated other comprehensive income will be adjusted as these amounts are subsequently recognized as a component of net periodic benefit costs in future periods.

Derivative Financial Instruments

We purchase certain commodities, such as grains and livestock, during normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily futures and options, to reduce our exposure to various market risks related to these purchases, as well as to changes in foreign currency exchange and interest rates. Contract terms of a financial instrument qualifying as a hedge instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting risk reduction and correlation criteria are recorded using hedge accounting. If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in Other Comprehensive Income (Loss) until the hedged item is recognized in earnings. Instruments we hold as part of our risk management activities that do not meet the criteria for hedge accounting are marked to fair value with unrealized gains or losses reported currently in earnings. Changes in market value of derivatives used in our risk management activities relating to inputs of forward sales contracts, inventories on hand and anticipated purchases of inventories are recorded in Cost of Sales. Changes in market value of derivatives used in our risk management activities related to interest rates are recorded in Interest expense. Changes in the market value of derivatives used in our risk management activities related to foreign exchange contracts are recorded in Other, net. We generally do not hedge anticipated transactions beyond 18 months.

Litigation Accruals

There are a variety of legal proceedings pending or threatened against us. Accruals are recorded when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated based on current law, progress of each case, opinions and views of legal counsel and other advisers, our experience in similar matters and intended response to the litigation. These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessment efforts progress or additional information becomes available. We expense amounts for administering or litigating claims as incurred. Accruals for legal proceedings are included in Other current liabilities in the Consolidated Balance Sheets.

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 early payment. 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 a supplier's participation in the program or a direct financial relationship with the financial institution funding the program. We are 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 Balance Sheets. The activity related to these programs is reflected within the operating activities section of the Consolidated Statements of Cash Flows. Changes in the amounts outstanding on our supplier financing programs were (in millions):



	September 27, 2025
Confirmed obligations outstanding at the beginning of year	$	45
Invoices confirmed	288
Confirmed invoices paid	(281)
Confirmed obligations outstanding at the end of year	$	52

Revenue Recognition

We recognize revenue mainly through retail, foodservice, international, industrial and other distribution channels. Our revenues primarily result from contracts with customers and are generally short term in nature with the delivery of product as the single performance obligation. We recognize revenue for the sale of the product at the point in time when our performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs upon shipment or delivery to a customer based on terms of the sale. We elected to account for shipping and handling activities that occur after the customer has obtained control of the product as a fulfillment cost rather than an additional promised service. Our contracts are generally less than one year, and therefore we recognize costs paid to third party brokers to obtain contracts as expenses. Additionally, items that are not material in the context of the contract are recognized as expense. Any taxes collected on behalf of government authorities are excluded from net revenues.

Revenue is measured by the transaction price, which is defined as the amount of consideration we expect to receive in exchange for providing goods to customers. The transaction price is adjusted for estimates of known or expected variable consideration, which includes consumer incentives, trade promotions, and allowances, such as coupons, discounts, rebates, volume-based incentives, cooperative advertising, and other programs. Variable consideration related to these programs is recorded as a reduction to revenue based on amounts we expect to pay. We base these estimates on current performance, historical utilization, and projected redemption rates of each program. We review and update these estimates regularly until the incentives or product returns are realized and the impact of any adjustments are recognized in the period the adjustments are identified. In many cases, key sales terms such as pricing and quantities ordered are established on a regular basis such that most customer arrangements and related incentives have a duration of less than one year. Amounts billed and due from customers are short term in nature and are classified as receivables since payments are unconditional and only the passage of time is required before payments are due. Additionally, we do not grant payment financing terms greater than one year. Freight expense associated with products shipped to customers is recognized in cost of sales.

Advertising Expenses

Advertising expense is charged to operations in the period incurred and is recorded as selling, general and administrative expense. Advertising expense totaled $244 million, $267 million, and $339 million in fiscal 2025, 2024 and 2023, respectively.

Research and Development

Research and development costs are expensed as incurred. Research and development costs totaled $126 million, $106 million, $114 million in fiscal 2025, 2024 and 2023, respectively.

Business Combinations

We account for acquired businesses using the acquisition method of accounting, which requires that once control of a business is obtained, 100% of the assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related expenses including transaction and integration costs are expensed as incurred.

We use various models to determine the value of assets acquired such as net realizable value to value inventory, cost method and market approach to value property, relief-from-royalty and multi-period excess earnings to value intangibles, and discounted cash flow to value goodwill. We make estimates and assumptions about projected future cash flows including sales growth, operating margins, attrition rates, and discount rates based on historical results, business plans, expected synergies, perceived risk, and marketplace data considering the perspective of marketplace participants. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may be considered to have indefinite useful lives.

Government Assistance Programs

We periodically receive government assistance typically in the form of cash grants or refundable tax credits (collectively “Grants”). The Grants generally specify conditions that must be met in order for the Grants to be earned, such as employment, employee retention targets, and construction or acquisition of property and equipment and are often time-bound. If conditions are not satisfied or if the duration period for the arrangement is not met, the Grants may be subject to reduction, repayment, or termination.

During fiscal years 2025, 2024, and 2023, we received amounts related to Grants that were not material to the financial statements; however, this conclusion can change based on additional grants received in the future. To the extent amounts have been received by the Company in advance of completion of the conditions, they have been recognized in other current liabilities or other liabilities in the Consolidated Balance Sheets, as appropriate.

Use of Estimates

The consolidated 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 financial statements and accompanying notes. Actual results could differ from those estimates. During fiscal 2023, we revised estimates and recorded adjustments of approximately $30 million primarily to reduce certain employee compensation accruals recorded as of October 1, 2022.

Recently Issued Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (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 are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

NOTE 2: CHANGES IN ACCOUNTING PRINCIPLES

In November 2023, the FASB issued authoritative guidance to improve the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses. The guidance is effective for annual reporting periods beginning after December 15, 2023, our fiscal 2025, and interim reporting periods within fiscal years beginning after December 15, 2024, our fiscal 2026. Amendments will be applied retrospectively to all prior periods presented in the financial statements. We adopted this guidance and included the required disclosure in the notes to our annual consolidated financial statements for our fiscal year ending September 27, 2025.

In March 2023, the FASB issued authoritative guidance intended to address issues related to arrangements between entities under common control such as terms and conditions an entity should consider for determining whether a lease exists and the classification and accounting for that lease as well as accounting for leasehold improvements associated with leases between entities under common control. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2023, our fiscal 2025 and can be applied using either the prospective or retrospective approach. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In September 2022, the FASB issued guidance that requires additional disclosures for supplier finance programs to allow users to better understand the nature, activity and potential magnitude of the programs. The guidance, except for a requirement for rollforward information, is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2022, our fiscal 2024. Disclosure of rollforward information is effective for fiscal years beginning after December 15, 2023, our fiscal 2025. Early adoption is permitted and the retrospective transition method should be applied for all amendments except rollforward information, which should be applied prospectively. We elected to early adopt the initial disclosure requirement for the fiscal year ended September 30, 2023, and it did not have a material impact on our consolidated financial statements. We adopted the rollforward requirement in the notes to our annual consolidated financial statements for the fiscal year ended September 27, 2025.

In November 2021, the FASB issued authoritative guidance intended to provide consistent and transparent disclosures around government assistance by requiring disclosures of the type of government assistance, our method of accounting for the government assistance and the effect on our financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2021, our fiscal 2023, and can be applied using either the prospective or retrospective approach. We adopted this guidance for the fiscal year ended September 30, 2023, and it did not have a material impact on our consolidated financial statements as amounts received from government assistance programs were not material.

NOTE 3: ACQUISITIONS AND DISPOSITIONS

Acquisitions

In the third quarter of fiscal 2023, we acquired Williams Sausage Company for $220 million, net of cash acquired, as part of our growth strategy to increase our capacity and product portfolio. Its results, subsequent to the acquisition closing, are included in our Prepared Foods segment and through September 27, 2025 were insignificant to our Consolidated Statements of Income. The purchase price allocation included $15 million of net working capital, including $3 million of cash acquired, $67 million of Property, Plant and Equipment, $107 million of Goodwill, $65 million of Intangible Assets, and $31 million of Deferred Income Taxes. Intangible Assets include brands and trademarks and customer relationships which will be amortized over a life of 20 and 12 years, respectively. $50 million of the goodwill is deductible for U.S. income tax purposes. The acquisition of Williams Sausage Company was accounted for using the acquisition method of accounting.

In the first quarter of fiscal 2023, we completed the acquisition of a 60% equity stake in Supreme Foods Processing Company ("SFPC"), a producer and distributor of value-added and cooked chicken and beef products, and a 15% equity stake in Agricultural Development Company ("ADC"), a fully integrated poultry company, for a total purchase price of $75 million, net of cash acquired. Both SFPC and ADC were subsidiaries of Tanmiah Food Company. The results of SFPC, subsequent to the acquisition closing, are included in International/Other for segment presentation and through September 27, 2025 were insignificant to our Consolidated Statements of Income. We are accounting for the investment in ADC under the equity method.

Acquisition of equity method investments in fiscal 2023, which totaled $115 million, primarily included ADC and the purchase of a minority interest in a global insect-based ingredients company as well as deferred payments related to a prior year investment.

Dispositions

In the fourth quarter of fiscal 2024, we completed the sale of our Vienna, Georgia facility, which was included in our Chicken segment, for $174 million. As a result of the sale, we recorded a pretax gain of $16 million, which was reflected in Cost of Sales in our Consolidated Statement of Income for our fiscal 2024. The facility's $158 million carrying value primarily consisted of fixed assets and inventory, and included $63 million of goodwill that was not deductible for tax purposes. The Company concluded the sale of the facility was not a significant disposal and did not represent a strategic shift, and therefore, was not classified as a discontinued operation for any of the periods presented.

NOTE 4: PROPERTY, PLANT AND EQUIPMENT

The following table reflects major categories of property, plant and equipment and accumulated depreciation as of September 27, 2025 and September 28, 2024 (in millions):



	2025		2024
Land	$	209	$	220
Building and leasehold improvements	7,079		6,981
Machinery and equipment	12,015		11,457
Land improvements and other	575		600
Buildings and equipment under construction	509		705
	20,387		19,963
Less accumulated depreciation	11,183		10,521
Net property, plant and equipment	$	9,204	$	9,442

NOTE 5: GOODWILL AND INTANGIBLE ASSETS

The following table reflects goodwill activity for fiscal years 2025 and 2024 (in millions):


	Beef		Pork		Chicken		Prepared Foods		International/Other		Consolidated
Balance at September 30, 2023 (a)	$	343	$	423	$	3,064	$	5,904	$	144	$	9,878

Fiscal 2024 Activity:

Measurement period adjustments	—		—		—		(13)		—		(13)
Sale of business	—		—		(63)		—		—		(63)

Currency translation	—		—		—		—		17		17
Balance at September 28, 2024 (a)	$	343	$	423	$	3,001	$	5,891	$	161	$	9,819

Fiscal 2025 Activity:



Sale of business	—		—		—		—		(4)		(4)
Impairment losses	(343)		—		—		—		—		(343)
Currency translation	—		—		—		—		(3)		(3)
Balance at September 27, 2025(a)	$	—	$	423	$	3,001	$	5,891	$	154	$	9,469

(a) Included in goodwill for fiscal 2025 are accumulated impairment losses of $1,236 million in Beef, $210 million in Chicken and $295 million in International/Other. Included in goodwill as of September 28, 2024 and September 30, 2023 are accumulated impairment losses of $893 million in Beef, $210 million in Chicken and $295 million in International/Other.

The following table reflects intangible assets by type as of September 27, 2025 and September 28, 2024 (in millions):



	2025		2024
Amortizable intangible assets:
Brands and trademarks	$	992	$	995
Customer relationships	2,385		2,399
Supply arrangements	310		310
Patents, intellectual property and other	45		45
Land use rights	9		9
Total gross amortizable intangible assets	$	3,741	$	3,758
Less accumulated amortization	2,195		1,961
Total net amortizable intangible assets	$	1,546	$	1,797
Brands and trademarks not subject to amortization	4,078		4,078
Total intangible assets	$	5,624	$	5,875

Amortization expense of $239 million, $229 million and $229 million was recognized during fiscal 2025, 2024 and 2023, respectively. We estimate amortization expense on intangible assets for the next five fiscal years subsequent to September 27, 2025, will be: 2026 - $207 million; 2027 - $195 million; 2028 - $187 million; 2029 - $174 million; 2030 - $166 million.

NOTE 6: LEASES

We lease certain equipment, buildings and land related to transportation, distribution, storage, production, livestock grower assets and office activities. These lease arrangements can be structured as a standard lease agreement or embedded in a service or supply agreement. For further description of our lease accounting policy, refer to Note 1: Business and Summary of Significant Accounting Policies. Operating lease ROU assets and liabilities presented in our Consolidated Balance Sheets were as follows as of September 27, 2025 and September 28, 2024 (in millions):



	2025		2024
Other Assets	$	887	$	710
Other current liabilities	201		173
Other Liabilities	664		521

Finance lease ROU assets and liabilities presented in our Consolidated Balance Sheets were as follows as of September 27, 2025 and September 28, 2024 (in millions):



	2025		2024
Net Property, Plant and Equipment	$	161	$	122
Current Debt	55		36
Long-term debt	113		90

The components of lease costs for fiscal years 2025, 2024 and 2023 were as follows (in millions):



	2025		2024		2023
Operating lease cost (a)	$	232	$	178	$	181
Finance lease cost:
Amortization of right-of-use assets	50		36		28
Interest on lease liabilities	7		4		2
Variable lease cost (b)	545		527		531
Short-term lease cost	29		40		39
Total	$	863	$	785	$	781

(a) Sublease income is immaterial and not deducted from operating lease cost.

(b) Variable lease costs are determined based on volume of output received, flocks placed or other performance metrics.

Supplemental balance sheet information related to lease liabilities is as follows:


	Operating Leases				Finance Leases
	2025		2024		2025		2024
Weighted-average remaining lease term (in years)	7 years		6 years		4 years		5 years
Weighted-average discount rate	5	%	4	%	5	%	5	%

Supplemental cash flow information related to lease liabilities is as follows (in millions):


	2025		2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$	231	$	200	$	191
Operating cash outflows from finance leases	6		4		2
Financing cash outflows from finance leases	77		51		38
ROU assets obtained in exchange for lease liabilities
Operating leases	402		360		288
Finance leases	117		82		43

At September 27, 2025, future maturities of operating and finance leases were as follows (in millions):



	Operating Lease Commitments		Finance Lease Commitments
2026	$	232	$	62
2027	180		48
2028	141		34
2029	115		16
2030	92		7
2031 and beyond	268		20
Total undiscounted lease payments	$	1,028	$	187
Less: Imputed interest	163		19
Present value of total lease liabilities	$	865	$	168

At September 27, 2025, our leases that had not yet commenced were not significant.

NOTE 7: RESTRUCTURING AND RELATED CHARGES

Network Optimization Plan

During fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network. We are reporting on actions approved through the end of fiscal 2025 as we are currently unable to make an estimate of the cost of the entire network optimization plan. We anticipate recognizing total pretax charges of $86 million related to the actions approved through September 27, 2025, which include $99 million of charges that have resulted or will result in cash outflows and $94 million of non-cash charges, partially offset by $107 million gain recognized from the sale of storage facilities. Additionally, we have received $252 million in proceeds associated with the sale of storage facilities during fiscal 2025. 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.

In fiscal 2025, we recognized net charges of $45 million related to the network optimization plan, which included a gain of $107 million from the sale of storage facilities. The charges primarily included the closure of two facilities in the Prepared Foods segment, a non-harvesting facility closure in the Beef segment, and asset write-offs in the Chicken and Prepared Foods segments and International/Other, as well as severance and related costs and contract and lease termination costs. Additionally, in fiscal 2025, we executed various long-term cold storage service agreements and sold multiple Tyson-owned and operated storage facilities which primarily support our Chicken and Prepared Foods segments. As part of the sale agreements, we leased back the storage facilities for various periods ranging from approximately one to three years, and entered into long-term cold storage service agreements associated with several fully automated cold storage facilities. We expect this will reduce network complexity, streamline inventory flow, simplify processes and reduce operating expenses.

The following table reflects pretax (income) expense related to the network optimization plan during fiscal 2025 (in millions):



	Beef		Pork		Chicken		Prepared Foods		International/Other		Total
Cost of Sales:
Severance and related costs	$	6	$	—	$	8	$	2	$	2	$	18
Accelerated depreciation	38		—		1		—		—		39
Asset write-offs	3		—		33		34		12		82
Contract and lease terminations	1		—		3		7		—		11
Gain on sale of storage facilities	—		—		(38)		(69)		—		(107)
Total Cost of Sales	$	48	$	—	$	7	$	(26)	$	14	$	43

Selling, General and Administrative:
Severance and related costs	—		—		2		—		—		2

Total Selling, General and Administrative	$	—	$	—	$	2	$	—	$	—	$	2

Total	$	48	$	—	$	9	$	(26)	$	14	$	45

As of September 27, 2025, there was $34 million of network optimization plan liability, net of $19 million of payments during fiscal 2025 in addition to a receivable of $43 million for the deferred purchase price from the sale of storage facilities, which is expected to be received in fiscal 2026.

2022 Program

The Company approved a restructuring program in fiscal 2022 (the "2022 Program"), to improve business performance, increase collaboration, enhance team member agility, enable faster decision-making and reduce redundancies. In conjunction with the 2022 Program, the Company relocated all its corporate team members from its former Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas. The 2022 Program and associated expenses were completed in our fiscal 2024, and accordingly, disclosures for certain years have been omitted as they have been deemed to be immaterial.

The following table reflects the pretax impact of the 2022 Program's restructuring and related charges during fiscal 2024 and 2023, respectively, by reportable segment (in millions):


	Beef		Pork		Chicken		Prepared Foods		International/Other		Total
Severance costs	$	1	$	—	$	2	$	1	$	—	$	4
Relocation and related costs	3		1		—		4		—		8
Accelerated depreciation	—		—		—		—		—		—
Contract and lease terminations	—		—		—		19		—		19
Professional and other fees	—		—		—		—		—		—
2024 Total	$	4	$	1	$	2	$	24	$	—	$	31


	Beef		Pork		Chicken		Prepared Foods		International/Other		Total
Severance costs	$	8	$	2	$	14	$	16	$	15	$	55
Relocation and related costs	18		6		2		16		—		42
Accelerated depreciation	5		2		—		12		—		19
Contract and lease terminations	—		—		—		2		—		2
Professional and other fees	2		1		—		3		—		6
2023 Total	$	33	$	11	$	16	$	49	$	15	$	124

Included in the above results are cash charges of $21 million and $108 million in fiscal 2024 and 2023, respectively. Included in the above results are non-cash charges of $10 million and $16 million in fiscal 2024 and 2023, respectively.

The following table reflects the pretax impact of the 2022 Program's restructuring and related charges as reflected in our Consolidated Statements of Income (in millions):


	2024		2023
Cost of Sales	$	—	$	29
Selling, General and Administrative	31		95
Total	$	31	$	124

Plant Closures and Disposals

During fiscal 2023, to optimize asset utilization, the Company approved the closure of six Chicken segment processing facilities and during fiscal 2024, approved the closure of two case ready value-added plants in our Beef segment and a processing facility in our Pork segment. We ceased operations and shifted production to other facilities throughout fiscal 2023 and fiscal 2024.

During fiscal 2024 and 2023, as a result of the plant closures and disposals, we recorded charges of $198 million and $322 million, respectively, primarily related to grower contract terminations, accelerated depreciation, severance, retention and related costs, and recorded a gain of $16 million during fiscal 2024 related to the sale of a Chicken segment facility. During fiscal 2025, we recorded $23 million of additional charges related to contract termination costs, partially offset by $6 million of proceeds received related to a China plant relocation, which will collectively result in cash flows. Additionally, during fiscal 2023, we recorded an impairment charge of $17 million related to the discontinuation of a product line in the Prepared Foods segment. These charges, net of gains, are reflected in the Consolidated Statements of Income in Cost of Sales. Included in the results for fiscal 2024 are $24 million of charges that have resulted or will result in cash outflows and $174 million in non-cash charges. Included in the results for fiscal 2023 are $201 million of charges that have resulted or will result in cash outflows and $138 million of non-cash charges.

The following table reflects our liability related to plant closures as of September 27, 2025 (in millions):


	Balance at September 28, 2024		Plant Closure Charges		Payments		Balance at September 27, 2025
Contract termination	$	98	$	23	$	(49)	$	72
Severance and retention	5		—		(5)		—
Total	$	103	$	23	$	(54)	$	72

During fiscal 2024, we experienced a fire at a production facility in the Netherlands which is included in International/Other for segment presentation, and subsequently approved the sale of the facility. For fiscal 2024, charges totaled $86 million primarily related to property, plant and equipment impairments, severance costs, inventory write-offs and clean-up costs, partially offset by insurance proceeds. The net charges are reflected in the Consolidated Statements of Income in Cost of Sales and, for fiscal 2024, included $31 million of charges that have resulted or will result in cash outflows and $64 million of non-cash charges, offset by $9 million of insurance proceeds. In fiscal 2025, we recognized additional net insurance proceeds of $18 million.

We continue to strategically evaluate optimization of such items as network capacity, manufacturing efficiencies and business technology. If we have a significant change in strategies, outlook, or a manner in which we plan to use these assets, we may experience future charges.

NOTE 8: DEBT

The following table reflects major components of debt as of September 27, 2025 and September 28, 2024 (in millions):



	2025		2024
Revolving credit facility	$	—	$	—
Commercial paper	—		—
Senior notes:

4.00% Notes due March 2026 (“2026 Notes”)	800		800
3.55% Notes due June 2027	1,350		1,350
7.00% Notes due January 2028	18		18
4.35% Notes due March 2029 (“2029 Notes”)	1,000		1,000
5.40% Notes due March 2029 ("5.40% 2029 Notes")	600		600
6.13% Notes due November 2032	157		157
5.70% Notes due March 2034 ("5.70% 2034 Notes")	900		900
4.88% Notes due August 2034	500		500
5.15% Notes due August 2044	497		500
4.55% Notes due June 2047	733		750
5.10% Notes due September 2048 (“2048 Notes”)	1,490		1,500
Discount on senior notes	(34)		(36)
Term loans:
Term loan facility due May 2026	—		750
Term loan facility due May 2028 (5.99% at September 27, 2025)	440		750
Finance leases	168		126
Other	251		168
Unamortized debt issuance costs	(40)		(46)
Total debt	8,830		9,787
Less current debt	909		74
Total long-term debt	$	7,921	$	9,713

Annual maturities of debt for the five fiscal years subsequent to September 27, 2025 are: 2026 - $909 million; 2027 - $1,400 million; 2028 - $499 million; 2029 - $1,626 million; 2030 - $22 million.

Revolving Credit Facility and Letters of Credit

In April 2025, we terminated our previously existing revolving credit facility and entered into a new $2.5 billion revolving credit facility that supports short-term funding needs and serves as a backstop to our commercial paper program. The new revolving credit 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. The covenants and other terms of the new facility are generally consistent with those of the terminated facility.

At September 27, 2025, amounts available for borrowing under this facility totaled $2.5 billion and we had no outstanding borrowings and no outstanding letters of credit issued under this facility. At September 27, 2025, we had $83 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.

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. As of September 27, 2025, we had no commercial paper outstanding. Our ability to access commercial paper in the future may be limited or its costs increased.

In April 2025, we increased the aggregate maximum principal amount to $1.75 billion in conjunction with the execution of the new revolving credit facility.

5.40% 2029 Notes/5.70% 2034 Notes

In March 2024, we issued senior unsecured notes with an aggregate principal amount of $1.5 billion, consisting of $600 million due March 2029 ("5.40% 2029 Notes") and $900 million due March 2034 ("5.70% 2034 Notes"). A portion of the net proceeds from the issuances were used to repay $250 million of the amount outstanding under our term loan facility due May 2026, and we used the remainder of the proceeds to retire the August 2024 notes. Interest payments on the 5.40% 2029 Notes and 5.70% 2034 Notes are due semi-annually on March 15 and September 15, beginning September 15, 2024. After the original issue discounts of $3 million, we received net proceeds of $1,497 million and incurred debt issuance costs of $14 million related to the issuances.

Term Loan Facilities

The term loan facilities may be prepaid under certain conditions and contain covenants that are similar to those contained in the revolving credit facility. In fiscal 2024, we borrowed the full $750 million available under a term loan facility that matures in May 2028 and used it to repay $592 million of outstanding commercial paper obligations, and during fiscal 2025, we repaid $310 million of this term loan using cash on hand. Additionally, during fiscal 2025, we fully repaid the $750 million term loan due May 2026 using cash on hand.

Senior Note Repayments

During fiscal 2025, we repurchased $30 million of senior notes on the open market.

Debt Covenants

We were in compliance with all debt covenants at September 27, 2025.

NOTE 9: EQUITY

Capital Stock

We have two classes of capital stock, Class A Common stock, $0.10 par value (“Class A stock”) and Class B Common Stock, $0.10 par value (“Class B stock”). Holders of Class B stock may convert such stock into Class A stock on a share-for-share basis. Holders of Class B stock are entitled to 10 votes per share, while holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of September 27, 2025, TLP owned 99.987% of the outstanding shares of Class B stock and the TLP and members of the Tyson family owned, in the aggregate, 2.56% of the outstanding shares of Class A stock, giving them, collectively, control of approximately 71.94% of the total voting power of the outstanding voting stock.

The Class B stock is considered a participating security requiring the use of the two-class method for the computation of basic earnings per share. The two-class computation method for each period reflects the cash dividends paid for each class of stock, plus the amount of allocated undistributed earnings (losses) computed using the participation percentage, which reflects the dividend rights of each class of stock. Basic earnings per share were computed using the two-class method for all periods presented. The shares of Class B stock are considered to be participating convertible securities since the shares of Class B stock are convertible on a share-for-share basis into shares of Class A stock. Diluted earnings per share, if dilutive, were computed assuming the conversion of the Class B shares into Class A shares as of the beginning of each period.

Dividends

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 the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. We pay quarterly cash dividends to Class A and Class B shareholders. We paid Class A dividends per share of $2.00, $1.96, and $1.92 in fiscal 2025, 2024, and 2023, respectively. We paid Class B dividends per share of $1.80, $1.76, and $1.73 in fiscal 2025, 2024, and 2023, respectively. Effective November 7, 2025, the Board of Directors increased the quarterly dividend previously declared on August 7, 2025, to $0.51 per share on our Class A stock and $0.459 per share on our Class B stock. The increased quarterly dividend is payable on December 15, 2025, to shareholders of record at the close of business on December 1, 2025. We had dividends payable of $174 million and $171 million at September 27, 2025 and September 28, 2024, respectively.

Share Repurchases

On August 7, 2025, our Board of Directors approved an increase of 43 million shares authorized under our share repurchase program. As of September 27, 2025, 47.2 million shares remained available for repurchase. 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 cumulative share repurchases of our Class A stock for fiscal years 2025, 2024 and 2023 is as follows (in millions):



	September 27, 2025			September 28, 2024			September 30, 2023
	Shares	Dollars		Shares	Dollars		Shares	Dollars
Shares repurchased:
Under share repurchase program	3.1	$	174	—	$	—	4.7	$	300
To fund certain obligations under equity compensation plans	0.4	22		0.9	49		0.9	54
Total share repurchases	3.5	$	196	0.9	$	49	5.6	$	354

NOTE 10: INCOME TAXES

Detail of the provision for income taxes from continuing operations consisted of the following for fiscal years 2025, 2024 and 2023 (in millions):



	2025		2024		2023
Federal	$	124	$	188	$	(39)
State	54		34		(38)
Foreign	84		48		48
	$	262	$	270	$	(29)

Current	$	338	$	315	$	154
Deferred	(76)		(45)		(183)
	$	262	$	270	$	(29)

The reasons for the difference between the statutory federal income tax rate and our effective income tax rate from continuing operations are as follows for fiscal years 2025, 2024 and 2023:<


	2025		2024		2023
Federal income tax rate	21.0	%	21.0	%	21.0	%
State income taxes	4.7		3.4		(0.7)

Unrecognized tax benefits, net	1.2		0.7		1.8
Deferred income tax remeasurement	—		(0.9)		3.8
General business credits	(2.1)		(1.9)		3.4
Company-owned life insurance	(1.3)		(1.7)		1.3

Officer compensation expense	1.9		1.1		(0.6)


Foreign rate differences and valuation allowances	(1.8)		0.3		(1.2)
Goodwill	9.4		1.2		(24.2)
Other	1.1		1.6		(0.3)
	34.1	%

TYSON FOODS, INC. 10-K