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What changed 10-Q

Item 5. Other Information

2024-02-05 compared with 2023-08-10 · 45 added, 20 removed, 18 unchanged (78% of the section changed)

1 unchanged sentence

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.

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 December 30, 2023.

The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q.

Exhibit Description

** Form of Stock Options (Non-Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Stock Options (CEO and other contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Stock Options (Directors) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Restricted Stock (Non-Contracted) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Restricted Stock (Non-Contracted 2-year graded vesting) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Restricted Stock (Non-Contracted 3-year graded vesting) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Restricted Stock (CEO and other contracted) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Restricted Stock (Directors) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Restricted Stock (Directors 3-year graded vesting) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Performance Shares (Operating Income) (Non-Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Performance Shares (Operating Income) (Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Performance Shares (rTSR) (Non-Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Performance Shares (rTSR) (Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Performance Shares (1-year Operating Income) (Non-Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Performance Shares (1-year Operating Income) (Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Restricted Stock (Non-US Directors) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Restricted Stock (Non-US Officers) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

** Form of Deferred Restricted Stock - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 17, 2023

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.

4 unchanged sentences

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):

101 The following information from our Quarterly Report on Form 10-Q for the quarter ended December 30, 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.

5 unchanged sentences

TYSON FOODS, INC.

August 10, 2023 /s/ John R.

February 5, 2024 /s/ John R.

Executive Vice President and Chief Financial Officer

August 10, 2023 /s/ Phillip W.

Vice President, Controller and Chief Accounting Officer

February 5, 2024 /s/ Lori J.

Senior Vice President and Chief Accounting Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.