TYSON FOODS, INC. 10-Q

Item 5. Other Information Director and Officer Trading Arrangements None of the Company's directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended July 1, 2023. Because this Quarterly Report on Form 10-Q is being filed within four business days from the date of the reportable event below, we have elected to make the following disclosure in this Quarterly Report on Form 10-Q instead of in a Current Report on Form 8-K under Item 2.05. Costs Associated with Exit or Disposal Activities Facility Closures In August 2023, after a strategic review of assets within its Chicken business, we authorized the closure of four chicken processing facilities located in Corydon, Indiana; Dexter, Missouri; Noel, Missouri; and North Little Rock, Arkansas (collectively, the “Facilities”) (the “Facility Closures”). The Company expects to maintain capacity within its Chicken business to serve its customers’ needs by optimizing the Company’s network asset utilization. The Company expects to cease operations at the Facilities in the first two fiscal quarters of fiscal 2024. Production will be consolidated into more efficient processing facilities. Customers and consumers are not expected to be impacted.  The Company communicated this decision to affected employees on August 7, 2023. Tyson estimates it will incur pre-tax costs of $300 million to $400 million in connection with the Facility Closures through the planned closure dates, primarily related to contract terminations, impairments, accelerated depreciation, severance and retention. The estimate of the charges and expenditures that the Company expects to incur in connection with the Facility Closures, and the timing thereof, is subject to a number of assumptions, including local law requirements, and actual amount may differ materially from this estimate. In addition, the Company may incur other charges and expenditures not currently contemplated due to unanticipated events that may occur, including in connection with this decision to permanently cease operations at the Facilities. Item 6. Exhibits The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q. 44 Exhibit No. Exhibit Description 31.1 ** Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 ** Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 *** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 *** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following information from our Quarterly Report on Form 10-Q for the quarter ended July 1, 2023 , formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Shareholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements. 104 Cover Page Interactive Data File formatted in iXBRL. * Indicates a management contract or compensatory plan or arrangement. ** Filed herewith *** Furnished herewith 45 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TYSON FOODS, INC. Date: August 10, 2023 /s/ John R. Tyson John R. Tyson Executive Vice President and Chief Financial Officer Date: August 10, 2023 /s/ Phillip W. Thomas Phillip W. Thomas Vice President, Controller and Chief Accounting Officer 46