What changed in this filing

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Item 1. Financial Statements

2026-02-02 compared with 2025-08-04 · 262 added, 300 removed, 630 unchanged (47% of the section changed)

3 unchanged sentences

(In millions, except per share data)

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Months Ended

December 27, 2025 December 28, 2024

Sales $ 14,313 $ 13,623

2 unchanged sentences

Selling, General and Administrative 506 515

Goodwill Impairment 343 — 343 —

Operating Income 302 580

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(In millions)

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Months Ended

December 27, 2025 December 28, 2024

Net Income $ 90 $ 366

3 unchanged sentences

Currency translation 32 ( 105 )

Postretirement benefits — — — 2

Total Other Comprehensive Income (Loss), Net of Taxes 53 ( 104 )

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(In millions, except share and per share data)

June 28, 2025 September 28, 2024

December 27, 2025 September 27, 2025

Current Assets:

26 unchanged sentences

Accumulated other comprehensive income (loss) ( 143 ) ( 191 )

Treasury stock, at cost – 92 million shares at June 28, 2025 and September 28, 2024 ( 4,949 ) ( 4,941 )

Treasury stock, at cost – 95 million shares at December 27, 2025 and September 27, 2025 ( 5,125 ) ( 5,102 )

Total Tyson Shareholders’ Equity 18,023 18,085

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(In millions)

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Shares Amount Shares Amount Shares Amount Shares Amount

Three Months Ended

December 27, 2025 December 28, 2024

Shares Amount Shares Amount

Class A Common Stock:

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Distributions to noncontrolling interest ( 12 ) —

Business combinations — — — 1

Currency translation and other 5 ( 7 )

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(In millions)

Nine Months Ended

June 28, 2025 June 29, 2024

Three Months Ended

December 27, 2025 December 28, 2024

Cash Flows From Operating Activities:

2 unchanged sentences

Deferred income taxes — ( 2 )

Gain on sale of storage facilities ( 107 ) —

Impairment of goodwill 343 —

Other, net 163 78

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Proceeds from sale of storage facilities 42 —

Acquisition of equity investments ( 5 ) ( 28 )

Other, net 28 37

3 unchanged sentences

Payments on debt ( 509 ) ( 42 )

Proceeds from issuance of commercial paper — 1,649

Repayments of commercial paper — ( 2,240 )

Purchases of Tyson Class A common stock ( 47 ) ( 15 )

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Other, net ( 14 ) —

Cash (Used for) Provided by Financing Activities ( 1,377 ) 883

Cash Used for Financing Activities ( 718 ) ( 195 )

Effect of Exchange Rate Changes on Cash 8 ( 28 )

(Decrease) Increase in Cash and Cash Equivalents and Restricted Cash ( 170 ) 1,996

Increase in Cash and Cash Equivalents and Restricted Cash 49 575

Cash and Cash Equivalents and Restricted Cash at Beginning of Year 1,229 1,717

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Actual results could differ from those estimates.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of June 28, 2025 and the results of operations for the three and nine months ended June 28, 2025 and June 29, 2024.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of December 27, 2025 and the results of operations for the three months ended December 27, 2025 and December 28, 2024.

Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for the full year.

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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 amount, 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 amount.

If the carrying amount 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 amount of goodwill or the indefinite life intangible asset.

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 amount of goodwill or the indefinite life intangible asset.

Our qualitative assessment for the first quarter of fiscal 2026 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative test was deemed necessary.

We consider reporting units and indefinite life intangible assets that have 20 % or less excess fair value over carrying amount to have a heightened risk of impairment.

During fiscal 2024, we determined the following reporting units and indefinite life intangible asset were considered at heightened risk of impairment:

our Chicken segment reporting units and our Beef reporting unit with goodwill totaling $ 3.0 billion and $ 0.3 billion, respectively, and one Prepared Foods brand with a carrying value of $ 0.5 billion, with our Beef reporting unit having less than 10% of excess fair value above carrying value.

Our qualitative assessment for the first and second quarters of fiscal 2025 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative test was deemed necessary.

During the third quarter of fiscal 2025, our Beef reporting unit experienced lower than anticipated supply of market-ready cattle and an increased carrying amount primarily associated with higher cattle costs.

Additionally, our latest forecasts now indicate the timing of the recovery of market-ready cattle associated with the anticipated cattle herd rebuilding will be longer than previously estimated.

Consequently, based on our qualitative assessment, we determined the fair value of our Beef reporting unit may more likely than not be 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 amount.

Accordingly, we recognized a $ 343 million impairment to fully impair its goodwill.

Our qualitative assessments for the third quarter of fiscal 2025 for all of our other reporting units and indefinite life intangible assets did not indicate that it was more likely than not the fair value was less than the carrying amount, and as such, no quantitative test was deemed necessary.

One of our International reporting units, which had goodwill of $ 0.2 billion at December 27, 2025, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination which was in the fourth quarter of fiscal 2025.

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.

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.

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Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (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.

In November 2025, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance to address several incremental hedge accounting issues arising from the global reference rate reform initiative.

This guidance is effective for annual reporting periods beginning after December 15, 2026, our fiscal 2028, and interim reporting periods within those annual reporting periods.

Amendments should be applied using a prospective approach, with the option to adopt the amendments in this update for hedging relationships that exist as of the date of adoption.

We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In September 2025, 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.

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We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

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 will adopt this guidance and include 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.

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, 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 June 28, 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 $ 106 million and $ 115 million as of June 28, 2025 and September 28, 2024, respectively.

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 December 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 27, 2025.

Inventories are presented net of lower of cost or net realizable value adjustments of $ 166 million and $ 138 million as of December 27, 2025 and September 27, 2025, respectively.

The following table reflects the major components of inventory (in millions):

June 28, 2025 September 28, 2024

December 27, 2025 September 27, 2025

Processed products $ 2,853 $ 3,086

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The major categories of property, plant and equipment and accumulated depreciation are as follows (in millions):

June 28, 2025 September 28, 2024

December 27, 2025 September 27, 2025

Land $ 212 $ 209

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Other current liabilities are as follows (in millions):

June 28, 2025 September 28, 2024

December 27, 2025 September 27, 2025

Accrued salaries, wages and benefits $ 661 $ 909

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In the first quarter of 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 the third quarter of fiscal 2025, including the estimated amounts for each major category of costs, as we are currently unable to make an estimate of the cost of the entire network optimization plan.

The Company approved additional actions in the third quarter of fiscal 2025 which increased the estimated charges related to actions approved through June 28, 2025 by $ 75 million, offset by a $ 107 million gain related to the sale of storage facilities.

The additional estimated charges include asset write-offs, severance and related costs and contract and lease termination costs.

Additionally, in the third quarter of fiscal 2025, we executed various long-term cold storage service agreements and the sale of multiple Tyson-owned and operated storage facilities which primarily support our Chicken and Prepared Foods segments.

As a part of these 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.

In the third quarter of fiscal 2025, we recognized income of $ 83 million related to the network optimization plan which included a gain of $ 107 million from the sale of storage facilities which was partially offset by charges of $ 24 million, and for the first nine months of fiscal 2025, we recognized net charges of $ 33 million.

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.

We anticipate we will recognize total pretax charges of $ 84 million related to actions approved through June 28, 2025, which include $ 51 million of charges that have resulted or will result in cash outflows and $ 89 million of non-cash charges.

We have also received $ 252 million of proceeds in the first nine months of fiscal 2025 associated with the sale of storage facilities.

We expect to incur costs related to the network optimization plan over a multi-year period and to incur additional charges in the future as additional actions are approved.

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

Beef Pork Chicken Prepared Foods International/Other Total

We are reporting on actions approved through the end of the first quarter of fiscal 2026 as we are currently unable to make an estimate of the cost of the entire network optimization plan.

In the first quarter of fiscal 2026, the Company approved additional actions under the network optimization plan, increasing the estimated total pretax charges by $ 140 million.

This increase reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition to a single shift at another, as well as efforts to reduce support costs across all segments and corporate functions.

As a result, we now expect to recognize total pretax net charges of $ 226 million for actions approved through December 27, 2025, which include $ 148 million of net charges that have resulted or will result in cash outflows and $ 185 million of non-cash charges, partially offset by a $ 107 million gain recognized from the sale of storage facilities.

Additionally, we have received $ 294 million in proceeds associated with the sale of storage facilities to date, of which, $ 42 million was received in the first quarter of fiscal 2026.

Through the first quarter of fiscal 2026, we have recognized $ 162 million of the expected total pretax charges and estimate $ 64 million of charges will be incurred over future periods, including $ 44 million during the remainder of fiscal 2026.

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 the first quarter of fiscal 2026, we recognized net charges of $ 117 million related to the network optimization plan.

The charges primarily included accelerated depreciation and asset write-offs related to the Beef segment network changes, severance and related costs and contract and lease termination costs.

These charges included $ 57 million that have resulted or will result in cash outflows and $ 60 million of non-cash.

In the first quarter of fiscal 2025, we recognized net charges of $ 73 million, which 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 International segments.

These charges included $ 29 million that have resulted or will result in cash outflows and $ 44 million of non-cash.

The following table reflects pretax (income) expense related to the network optimization plan in the first quarter of fiscal 2026 (in millions):

Beef Pork Chicken Prepared Foods International Corporate Expenses Total

Cost of Sales:

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Contract and lease terminations — — 3 4 — — 7

Gain on sale of storage facilities — — ( 38 ) ( 69 ) — ( 107 )

Total Cost of Sales $ 85 $ — $ 7 $ 13 $ — $ — $ 105

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

Beef Pork Chicken Prepared Foods International/Other Total

Selling, General and Administrative:

Severance and related costs 1 1 2 3 — 3 10

Total Selling, General and Administrative $ 1 $ 1 $ 2 $ 3 $ — $ 3 $ 10

Non-Operating (Income)/Expense 2

Total $ 86 $ 1 $ 9 $ 16 $ — $ 3 $ 117

The following table reflects pretax expenses related to the network optimization plan in the first quarter of fiscal 2025 (in millions):

Beef Pork Chicken Prepared Foods International Corporate Expenses Total

Cost of Sales:

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Contract and lease terminations 1 — — — — — 1

Gain on sale of storage facilities — — ( 38 ) ( 69 ) — ( 107 )

Total Cost of Sales $ 32 $ — $ 9 $ 25 $ 5 $ — $ 71

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Total $ 32 $ — $ 11 $ 25 $ 5 $ — $ 73

As of June 28, 2025, there was $ 33 million of network optimization plan liability, net of $ 13 million of payments during fiscal 2025.

The following table reflects our liability related to the network optimization plan as of December 27, 2025 (in millions):

Balance at September 27, 2025 Expenses Payments Balance at December 27, 2025

Contract and lease terminations $ 31 $ 24 $ — $ 55

Severance and related costs 3 39 ( 3 ) 39

Total $ 34 $ 63 $ ( 3 ) $ 94

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 manner in which we plan to use these assets, we may experience future charges.

Plant Closures and Disposals

During fiscal 2023, the Company approved the closure of six Chicken segment processing facilities and during the first half of fiscal 2024, approved the closure of two case ready value-added plants in our Beef segment and a processing facility in our Pork segment to optimize asset utilization.

We shifted production to other facilities and ceased operations at these Chicken facilities throughout fiscal 2023 and the first quarter of fiscal 2024, shifted production and ceased operations at our Columbia and Jacksonville facilities during the first quarter of fiscal 2024 and shifted production and ceased operations at our Perry facility during the third quarter of fiscal 2024.

As a result of the plant closures and disposals, we recorded $ 23 million of additional charges in the first nine months of fiscal 2025 related to contract termination costs, which will result in cash outflows, and $ 41 million and $ 155 million of charges in the third quarter and first nine months of fiscal 2024, respectively, primarily related to accelerated depreciation, severance, retention and related costs.

The charges are reflected in the Consolidated Condensed Statements of Income in Cost of Sales.

Included in the results for the first nine months of fiscal 2024 are $ 12 million of charges that have resulted or will result in cash outflows and $ 143 million of non-cash charges.

The following table reflects our liability related to plant closures as of June 28, 2025 (in millions):

Balance at September 28, 2024 Plant Closure Charges Payments Balance at June 28, 2025

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

Balance at September 27, 2025 Plant Closure Charges Payments Balance at December 27, 2025

Contract termination $ 72 $ — $ ( 3 ) $ 69

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Total $ 72 $ — $ ( 3 ) $ 69

During the first quarter of 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 the third quarter and first nine months of fiscal 2024, charges totaled $ 3 million and $ 83 million, respectively, 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 Condensed Statements of Income in Cost of Sales and, for the first nine months of fiscal 2024, included $ 30 million of charges that have resulted or will result in cash outflows and $ 58 million of non-cash charges, offset by $ 5 million of insurance proceeds.

In the third quarter of fiscal 2025, we recognized additional net insurance proceeds of $ 14 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.

The major components of debt are as follows (in millions):

June 28, 2025 September 28, 2024

December 27, 2025 September 27, 2025

Revolving credit facility $ — $ —

Revolving term loan credit facility — —

Commercial paper — —

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4.35% Notes due March 2029 (“2029 Notes”) 1,000 1,000

5.40% Notes due March 2029 ("5.40% 2029 Notes") 600 600

5.40% Notes due March 2029 600 600

6.13% Notes due November 2032 157 157

5.70% Notes due March 2034 ("5.70% 2034 Notes") 900 900

5.70% Notes due March 2034 900 900

4.88% Notes due August 2034 500 500

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Term loan facility due May 2028 — 440

Term loan facility due May 2028 (6.16% at June 28, 2025) 750 750

Finance Leases 168 168

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The facility will mature and the commitments thereunder will terminate in April 2030 with options for two one-year extensions.

At June 28, 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 June 28, 2025, we had $ 85 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon.

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.

At December 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 December 27, 2025, we had $ 82 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.

On April 15, 2025, we terminated our previously existing revolving credit facility 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 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.

Revolving Term Loan Credit Facility

In December 2025, we entered into a $ 750 million revolving term loan credit facility.

The facility will mature and commitments thereunder will terminate in December 2028.

We may make an election prior to the facility's maturity date to convert all or part of the outstanding borrowings into one or more term loans that will mature up to seven years after the facility's maturity date.

Interest on borrowings under the facility is based either on term or daily simple secured overnight financing rates, with an applicable spread, or an alternative base rate with an applicable spread.

The facility contained covenants and other terms that are generally consistent with those of our revolving credit facility.

At December 27, 2025, we have not made any borrowing under the facility.

Concurrent with the entry into the revolving term loan credit facility, we repaid the $ 440 million outstanding borrowing under a term loan facility due May 2028 using cash on hand and terminated the 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 June 28, 2025, we had no commercial paper outstanding .

As of December 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

In the first quarter of 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.

This term loan may be prepaid under certain conditions and contain covenants that are similar to those contained in the revolving credit facility.

During the second quarter of fiscal 2025, we repaid a $ 750 million term loan due May 2026 using cash on hand.

Senior Note Repayments

During the first quarter of fiscal 2026, we repurchased $ 25 million of senior notes on the open market.

Debt Covenants

Our revolving credit and term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to:

Our revolving credit facility and revolving term loan credit facility contain affirmative and negative covenants that, among other things, may limit or restrict our ability to:

create liens and encumbrances;

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and engage in certain consolidations, mergers and sales of assets.

We were in compliance with all debt covenants at June 28, 2025.

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

Share Repurchases

As of June 28, 2025, 6.9 million shares remained available for repurchase under the Company's share repurchase program.

As of December 27, 2025, 46.6 million shares remained available for repurchase under the Company's share repurchase program.

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.

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A summary of share repurchases of our Class A stock is as follows (in millions):

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Shares Dollars Shares Dollars Shares Dollars Shares Dollars

Three Months Ended

December 27, 2025 December 28, 2024

Shares Dollars Shares Dollars

Shares repurchased:

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Total share repurchases 0.9 $ 47 0.3 $ 15

Our effective tax rates were 64.5 % and 22.9 % for the third quarter of fiscal 2025 and 2024, respectively, and 36.0 % and 25.9 % for the first nine months of fiscal 2025 and 2024, respectively.

In all periods presented, the effective tax rates were higher than the federal statutory tax rate due to state taxes.

Additionally, the effective tax rates for the third quarter and first nine months of fiscal 2025 were increased by the impact of a $ 343 million non-deductible goodwill impairment and decreased by foreign valuation allowance releases.

The effective tax rates for the third quarter and first nine months of fiscal 2024 were higher than the federal statutory tax rate due to the impact of foreign losses for which a tax benefit cannot be recognized, offset by a $ 9 million benefit from the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in the third quarter of fiscal 2024.

Unrecognized tax benefits were $ 159 million and $ 151 million at June 28, 2025 and September 28, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are in the process of evaluating the impact of the OBBBA on our consolidated financial statements and will reflect the changes in our annual period ending September 27, 2025, as required by accounting principles generally accepted in the United States.

In December 2021, we received an assessment from the Mexican tax authorities related to the 2015 sale of our direct and indirect equity interests in subsidiaries which held our Mexico operations.

The assessment totals approximately $ 485 million ( 9.2 billion Mexican pesos), which includes tax, inflation adjustment, interest and penalties as of June 28, 2025.

Additionally, the purchaser in the transaction also received an assessment from the Mexican tax authorities related to the sale of the indirect equity interests, which was affirmed in January 2025 by a circuit court in Mexico, but remains subject to potential further judicial review under a petition filed by the purchaser.

The transaction agreement contains certain mutual indemnification provisions, and both parties have provided notice of indemnification claims to the other party.

The purchaser has not indicated the total amount it seeks in indemnification from us in its notice of indemnification claim.

We believe any final assessment levied against and collected from the purchaser should prohibit potential assessment against us related to the sale of these same indirect equity interests because the Mexican tax authorities cannot collect twice for the same alleged underlying tax liability.

We do not reasonably expect that the total amount sought in indemnification could exceed our assessment total at this time.

In addition, we further believe the assertions made in the assessment against us with respect to the sale of both our direct and indirect equity interests have no merit and will defend our positions through the Mexican administrative appeal process and litigation, if necessary.

Based on our analysis of our assessment in accordance with FASB guidance related to unrecognized tax benefits, we have not recorded a liability related to our assessment.

Additionally, we have not recorded a liability for the indemnification claim from the purchaser, because we do not believe a loss is probable, or that a range of possible loss, if any, is reasonably estimable at this time, because we believe we have valid and meritorious defenses against the claim.

Our effective tax rate was 29.7 % and 23.5 % for the first quarter of fiscal 2026 and 2025, respectively.

The effective tax rates for the first quarter of fiscal 2026 and 2025 are higher than the federal statutory tax rate primarily due to state taxes and net unfavorable permanent book-to-tax differences, partially offset by various tax benefits.

Additionally, the effective tax rate for the first quarter of fiscal 2026 was increased by estimated foreign withholding tax on the repatriation of earnings of foreign subsidiaries, and the effective tax rate for the first quarter of fiscal 2025 was decreased by the release of a $ 9 million valuation allowance on losses related to a production facility fire in the Netherlands and our subsequent decision to sell the facility.

The release of the valuation allowance was due to newly enacted tax legislation in the Netherlands.

Unrecognized tax benefits were $ 165 million and $ 168 million at December 27, 2025 and September 27, 2025, respectively.

In December 2021, we received an assessment from the Mexican tax authorities related to the 2015 sale of our direct and indirect equity interests in subsidiaries which collectively held our Mexico operation.

At December 27, 2025, the assessment totaled approximately $ 519 million ( 9.3 billion Mexican pesos), which included tax, inflation adjustment, interest and penalties.

Based on analysis of our assessment in accordance with guidance related to unrecognized tax benefits, we have not recorded a liability related to our assessment.

Additionally, the purchaser in the transaction also received an assessment from the Mexican tax authorities related to the sale of the indirect equity interest, which was affirmed in January 2025 by a circuit court in Mexico, but remains subject to potential further judicial review under a petition filed by the purchaser.

The transaction agreement contains certain mutual indemnification provisions, and both parties provided notice of indemnification claims to the other party.

On November 14, 2025, we settled the indemnification provision and entered into an agreement in which the purchaser agreed to assume all tax liabilities in connection with our assessment, assume defense of such assessment and waive all potential indemnification claims against the Company.

In fiscal 2025, we recorded a pretax liability of $40 million for the estimated probable loss related to this indemnification provision, which was paid to the purchaser during the first quarter of fiscal 2026 following the settlement .

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share data):

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

The following table sets forth the earnings and weighted average common shares used in the computation of basic and diluted earnings per share (in millions, except per share data):

Three Months Ended

December 27, 2025 December 28, 2024

Net income $ 90 $ 366

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Class B $ 0.468 $ 0.459

Approximately 6 million of our stock-based compensation shares were antidilutive for the three and nine months ended June 28, 2025, respectively.

Approximately 5 million and 7 million of our stock-based compensation shares were antidilutive for the three and nine months ended June 29, 2024, respectively.

Approximately 6 million and 5 million of our stock-based compensation shares were antidilutive for the three months ended December 27, 2025 and December 28, 2024, respectively.

These shares were not included in the diluted earnings per share calculation.

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Additionally, our derivative contracts are mostly short-term in duration and we generally do not make use of credit-risk-related contingent features.

No significant concentrations of credit risk existed at June 28, 2025.

No significant concentrations of credit risk existed at December 27, 2025.

We had the following net aggregated outstanding notional amounts related to our derivative financial instruments:

in millions, except soybean meal tons Metric June 28, 2025 September 28, 2024

in millions, except soybean meal tons Metric December 27, 2025 September 27, 2025

Corn Bushels 133 93

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For the derivative instruments we designate and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

Based on market prices as of June 28, 2025, we have net pretax losses of $ 6 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.

Based on market prices as of December 27, 2025, we have net pretax gains of $ 8 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.

Additionally, we have $ 9 million of realized losses related to treasury rate locks in connection with the issuance of the 2026, 2029 and 2048 Notes, which will be reclassified to earnings over the lives of these notes.

During the three and nine months ended June 28, 2025 and June 29, 2024, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

The following table sets forth the pretax impact of cash flow hedge derivative instruments recognized in Other Comprehensive Income (in millions):

Three Months Ended Nine Months Ended

Gain (Loss) Recognized in OCI on Derivatives June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

During the three months ended December 27, 2025 and December 28, 2024, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

The following table sets forth the pretax impact of cash flow hedge derivative instruments recognized in OCI (in millions):

Three Months Ended

Gain (Loss) Recognized in OCI on Derivatives December 27, 2025 December 28, 2024

Cash flow hedge - derivatives designated as hedging instruments:

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We include the gain or loss on the hedged items (e.g., livestock purchase firm commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position.

Ineffectiveness related to fair value hedges was not significant for the three and nine months ended June 28, 2025, and June 29, 2024.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of June 28, 2025 and September 28, 2024 (in millions):

Consolidated Condensed Balance Sheets Classification June 28, 2025 September 28, 2024

Ineffectiveness related to fair value hedges was not significant for the three months ended December 27, 2025, and December 28, 2024.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of December 27, 2025 and September 27, 2025 (in millions):

Consolidated Condensed Balance Sheets Classification December 27, 2025 September 27, 2025

Inventory $ ( 8 ) $ 65

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The following table sets forth the total amounts of each income and expense line item presented in the Consolidated Condensed Statements of Income in which the effects of hedges are recorded (in millions):

Consolidated Condensed Statements of Income Classification Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Consolidated Condensed Statements of Income Classification Three Months Ended

December 27, 2025 December 28, 2024

Cost of Sales $ 13,505 $ 12,528

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The following table sets forth the pretax impact of the cash flow, fair value and undesignated derivative instruments in the Consolidated Condensed Statements of Income (in millions):

Consolidated Condensed Statements of Income Classification Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Consolidated Condensed Statements of Income Classification Three Months Ended

December 27, 2025 December 28, 2024

Cost of Sales Gain (Loss) on cash flow hedges reclassified from OCI to earnings:

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The following tables set forth, by level within the fair value hierarchy, our financial assets and liabilities accounted for at fair value on a recurring basis, according to the valuation techniques we used to determine their fair values (in millions):

June 28, 2025 Level 1 Level 2 Level 3 Netting (a) Total

December 27, 2025 Level 1 Level 2 Level 3 Netting (a) Total

Other Current Assets:

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Undesignated — 52 — ( 10 ) 42

Available-for-sale securities (current) — — 1 — 1

Other Assets:

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Undesignated — 113 — ( 20 ) 93

Available-for-sale securities (current) — 10 — — 10

Other Assets:

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(a) Our derivative assets and liabilities are presented in our Consolidated Condensed Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us.

Additionally, at June 28, 2025, and September 28, 2024, we had $ 166 million and $ 54 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

Additionally, at December 27, 2025, and September 27, 2025, we had $ 28 million and $ 187 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

The following table provides a reconciliation between the beginning and ending balance of marketable debt securities measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) (in millions):

Nine Months Ended

June 28, 2025 June 29, 2024

Three Months Ended

December 27, 2025 December 28, 2024

Balance at beginning of year $ 27 $ 28

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Balance at end of period $ 28 $ 25

Total gains (losses) for the nine month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period

Total gains (losses) for the three month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

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The following table sets forth our available-for-sale securities’ amortized cost basis, fair value and unrealized gain (loss) by significant investment category (in millions):

June 28, 2025 September 28, 2024

December 27, 2025 September 27, 2025

Cost Basis Fair

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We consider many factors in determining whether a loss is credit-related, including the financial condition and near-term prospects of the issuer, borrower repayment characteristics for asset-backed securities, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.

We recognized no direct write-offs or allowances for credit losses in earnings for the nine months ended June 28, 2025, and June 29, 2024.

We recognized no direct write-offs or allowances for credit losses in earnings for the three months ended December 27, 2025, and December 28, 2024.

Deferred Compensation Assets

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Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges and, with respect to our equity investments without readily determinable fair values, recorded by applying the measurement alternative for which such investments are recorded at cost and adjusted for an observable price change in an orderly transaction for an identical or similar investment of the same issuer.

In the third quarter of fiscal 2025, we recorded a goodwill impairment charge of $ 343 million in our Beef segment.

We estimated the fair value of our reporting units utilizing various valuation techniques, with the primary technique being a discounted cash flow method, which incorporated significant unobservable Level 3 inputs.

Additionally, in the third quarter of fiscal 2025, we recorded a fixed asset impairment charge of $ 19 million as a result of our decision to sell a storage facility, and during the nine months ended June 29, 2024, we recorded a fixed asset impairment charge of $ 28 million as a result of our decision to sell our Netherlands facility.

These charges were recorded in Cost of Sales in the Consolidated Condensed Statements of Income and were derived using Level 3 inputs and were driven by management's estimate of the potential proceeds from the disposal of the assets.

We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the nine months ended June 28, 2025 and June 29, 2024.

During the first quarter of fiscal 2026, we recorded impairment charges of $ 75 million in Other, net in the Consolidated Statements of Income, related to our equity investments.

These equity investments are included in Other Assets in the Consolidated Balance Sheets, do not have readily determinable fair values and were measured using a market approach which utilized Level 3 inputs.

We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the three months ended December 27, 2025 and December 28, 2024.

Other Financial Instruments

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Fair value and carrying value for our debt are as follows (in millions):

June 28, 2025 September 28, 2024

December 27, 2025 September 27, 2025

Fair Value Carrying Value Fair Value Carrying Value

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The before and after-tax changes in the components of other comprehensive income (loss) are as follows (in millions):

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax

Three Months Ended

December 27, 2025 December 28, 2024

Before Tax Tax After Tax Before Tax Tax After Tax

Derivatives accounted for as cash flow hedges:

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Translation loss reclassified to cost of sales — — — 3 — 3

Postretirement benefits:

Unrealized gain (loss) — — — — — — — — — 3 ( 1 ) 2

Total other comprehensive income (loss) $ 62 $ ( 9 ) $ 53 $ ( 107 ) $ 3 $ ( 104 )

(a) Before and after tax translation adjustment for the three and nine months ended June 28, 2025 included $ 6 million and $( 1 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, respectively.

Before and after tax translation adjustment for the three months ended June 29, 2024 included $( 1 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, there was no before and after tax translation adjustment for the nine months ended June 29, 2024.

(a) Before and after tax translation adjustment for the three months ended December 27, 2025 and December 28, 2024 included $ 5 million and $( 7 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, respectively.

SEGMENT REPORTING

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.

We operate in five reportable segments:

Beef, Pork, Chicken, Prepared Foods and International.

We measure segment profit as segment operating income (loss).

Previously, International was a non-reportable segment and was presented within International/Other.

Effective in the first quarter of fiscal 2026, International was identified as a reportable segment.

Our President and Chief Executive Officer is the Chief Operating Decision Maker ("CODM") of the Company.

Commencing in the first quarter of fiscal 2026, we no longer allocate corporate expenses and amortization to our segments as these items are no longer used by our CODM in assessing the performance of, or in allocating resources to, the segments.

The CODM uses segment operating income (loss) as the segment profitability measure to assess performance and allocate resources.

Segment operating income (loss) is now defined as Operating Income (Loss) less corporate expenses and amortization to account for the changes to our segment results described above.

Corporate expenses are unallocated general and administrative costs, including the costs of corporate functions, that are shared across multiple segments.

Amortization includes amortization generated from intangible assets including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software.

Segment operating income (loss) is utilized during our budgeting and forecasting process to assess profitability and to enable decision making regarding strategic initiatives and capital investments across all reportable segments.

Our CODM considers variances of actual performance to our annual operating plan and periodic forecasts when making decisions.

All prior period amounts have been recast to reflect the new presentation of segment operating income (loss).

Significant expenses are expenses which are regularly provided to the CODM and are included in segment operating income (loss).

These consist of segment cost of sales, segment selling, general and administrative expenses, and various items affecting comparability.

Segment Cost of Sales includes raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly related to production planning, food safety and quality assurance costs and transportation and warehousing expenses, excluding the impact of items affecting comparability.

Segment Selling, General and Administrative expenses include the costs to execute sales to customers, costs related to selling, marketing, advertising and promotional activities and other general and administrative operating costs that are not directly related to manufacturing as well as other expense items, excluding the impact of items affecting comparability.

Items affecting comparability include restructuring and related charges (including network optimization), plant closure and disposal charges (net of gains), goodwill and intangible impairments, brand and product line discontinuations, facility fire related costs (net of insurance proceeds), and certain non-ordinary course legal, regulatory and other matters.

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.

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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 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 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.

We allocate expenses related to corporate activities to the segments, except for third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC, which are included in International/Other.

Intersegment sales transactions, which were at market prices, are included in the segment sales in the table below.

Information on segments and a reconciliation to income before income taxes are as follows (in millions):

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Beef $ 5,603 $ 5,241 $ 16,134 $ 15,218

Pork 1,506 1,462 4,367 4,465

Chicken 4,220 4,076 12,426 12,174

Prepared Foods 2,515 2,432 7,384 7,379

International/Other 557 582 1,707 1,744

Intersegment ( 517 ) ( 440 ) ( 1,437 ) ( 1,236 )

Total Sales $ 13,884 $ 13,353 $ 40,581 $ 39,744

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Operating Income (Loss):

$ ( 494 ) $ ( 69 ) $ ( 816 ) $ ( 310 )

36 ( 62 ) ( 100 ) ( 24 )

367 244 980 579

Prepared Foods (d)

302 203 755 676

International/Other (e)

International

International includes our foreign operations in China, Europe, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia related to raising and processing live chickens into and purchasing raw materials for fresh, frozen and value-added chicken products as well as the distribution of chicken products and other protein and non-protein food products.

Products are marketed to foodservice distributors and retailers and to other international markets.

Intersegment sales transactions, which were at market prices, are included in the segment sales in the tables below.

Expenses, amortization, assets and additions to property, plant and equipment, relating to corporate activities, as well as cash and cash equivalents, benefit plans, and certain investments, are not allocated to segments in the tables below.

Information on segments and a reconciliation to income (loss) before income taxes are as follows (in millions):

Three months ended December 27, 2025

Beef Pork Chicken Prepared Foods International Intersegment Total

$ 5,771 $ 1,609 $ 4,212 $ 2,673 $ 582 $ ( 534 ) $ 14,313

Total Operating Income (Loss) 260 341 940 884

Total Other (Income) Expense 67 88 239 267

Income before Income Taxes $ 193 $ 253 $ 701 $ 617

(a) Beef segment results for the three and nine months ended June 28, 2025 included $ 343 million of goodwill impairment.

Additionally, Beef segment results for the nine months ended June 28, 2025 included a $ 93 million legal contingency accrual, recognized as a reduction to Sales and $ 48 million in network optimization plan charges, recognized in Cost of Sales.

Beef segment results for the nine months ended June 29, 2024 included $ 41 million of costs related to plant closures and disposals and a $ 45 million legal contingency accrual, recognized in Cost of Sales.

(b) Pork segment results for the nine months ended June 28, 2025 included a $ 250 million legal contingency accrual, recognized as a reduction to Sales.

Pork segment results for the three and nine months ended June 29, 2024 included $ 39 million and $ 73 million, respectively, of costs related to plant closures and disposals, recognized in Cost of Sales.

Additionally, Pork segment results for the three and nine months ended June 29, 2024 included $ 45 million and $ 73 million, respectively, related to the recognition of legal contingency accruals, of which the amount recognized in the third quarter of fiscal 2024 was a reduction to Sales and the remainder was recognized in Cost of Sales.

(c) Chicken segment results for the three and nine months ended June 28, 2025 included $ 5 million and $ 17 million, respectively, of brand discontinuation charges, recognized in Selling, General and Administrative, and network optimization plan income, net of charges, of $ 27 million, and network optimization plan charges, net of income, of $ 5 million, respectively, primarily recognized in Cost of Sales.

Chicken segment results for the nine months ended June 28, 2025 included costs related to plant closures and disposals of $ 23 million, recognized in Cost of Sales.

Chicken segment results for the three and nine months ended June 29, 2024 included $ 2 million and $ 41 million, respectively, of costs related to plant closures and disposals and $ 5 million of production facility fire costs incurred, net of insurance proceeds, and $ 19 million of insurance proceeds, net of costs incurred, respectively, recognized in Cost of Sales.

Chicken segment results for the three and nine months ended June 29, 2024 included a $ 56 million legal contingency accrual, recognized in Costs of Sales.

(d) Prepared Foods segment results for the three and nine months ended June 28, 2025 included $ 56 million and $ 31 million, respectively, in network optimization plan income, net of charges, recognized in Cost of Sales.

Prepared Foods segment results for the nine months ended June 29, 2024 included restructuring and related charges of $ 24 million, primarily recognized in Selling, General and Administrative.

(e) International/Other results for the three and nine months ended June 28, 2025 included $ 14 million of insurance proceeds, net of costs, related to a fire at our production facility in the Netherlands and subsequent decision to sell and $ 6 million in proceeds related to a China plant relocation remuneration, recognized in Cost of Sales.

International/Other results for the nine months ended June 28, 2025 included $ 11 million in network optimization plan charges, recognized in Cost of Sales.

International/Other results for the three and nine months ended June 29, 2024 included $ 3 million and $ 83 million, respectively, of costs, net of insurance proceeds, related to a fire at our production facility in the Netherlands and subsequent decision to sell, recognized in Cost of Sales.

Segment Cost of Sales 5,982 1,551 3,653 2,228 510 ( 534 )

Segment Selling, General and Administrative 22 7 100 107 26 —

Restructuring and related charges 86 1 9 16 — —

Legal contingency accruals — — — — 5 —

Segment Operating Income (Loss) $ ( 319 ) $ 50 $ 450 $ 322 $ 41 $ — $ 544

Corporate expenses (b)

Amortization ( 54 )

Operating Income (Loss) $ 302

Other (Income) Expense:

Interest income $ ( 13 )

Interest expense 104

Other, net 84

Income (Loss) before Income Taxes $ 127

Beef Pork Chicken Prepared Foods International Unallocated (Corporate) Total

Other segment information:

Depreciation $ 90 $ 15 $ 131 $ 59 $ 15 $ 9 $ 319

Total Assets 3,621 1,455 11,870 14,617 1,828 2,628 36,019

Additions to property, plant and equipment 28 13 151 46 11 3 252

Three months ended December 28, 2024

Beef Pork Chicken Prepared Foods International Intersegment Total

Sales $ 5,335 $ 1,617 $ 4,065 $ 2,473 $ 584 $ ( 451 ) $ 13,623

Segment Cost of Sales 5,305 1,536 3,484 2,064 513 ( 451 )

Segment Selling, General and Administrative 24 8 110 87 25 —

Restructuring and related charges 32 — 11 25 5 —

Segment Operating Income (Loss) $ ( 26 ) $ 73 $ 460 $ 297 $ 41 $ — $ 845

Corporate expenses ( 201 )

Amortization (c)

Operating Income (Loss) $ 580

Other (Income) Expense:

Interest income $ ( 25 )

Interest expense 120

Income (Loss) before Income Taxes $ 478

Beef Pork Chicken Prepared Foods International Unallocated (Corporate) Total

Other segment information:

Depreciation $ 54 $ 14 $ 129 $ 62 $ 14 $ 8 $ 281

Total Assets 3,608 1,523 11,892 14,847 1,774 3,666 37,310

Additions to property, plant and equipment 32 19 143 43 13 21 271

(a) Includes $ 90 million and $ 60 million of legal contingency accruals for the Beef and Pork segments, respectively.

(b) Includes $ 3 million of restructuring and related charges.

The following tables further disaggregate our sales to customers by major distribution channels (in millions):

Three months ended June 28, 2025

Foodservice (b)

International (c)

Industrial and Other (d)

Total External Customers Intersegment Total

Beef $ 2,786 $ 1,508 $ 529 $ 642 $ 5,465 $ 138 $ 5,603

Pork 453 152 274 274 1,153 353 1,506

Chicken 1,698 1,698 277 521 4,194 26 4,220

Prepared Foods 1,457 914 70 74 2,515 — 2,515

International/Other — — 557 — 557 — 557

Intersegment — — — — — ( 517 ) ( 517 )

Total $ 6,394 $ 4,272 $ 1,707 $ 1,511 $ 13,884 $ — $ 13,884

Three months ended June 29, 2024

Foodservice (b)

International (c)

Industrial and Other (d)

Total External Customers Intersegment Total

Beef $ 2,566 $ 1,318 $ 707 $ 541 $ 5,132 $ 109 $ 5,241

Pork 464 141 322 228 1,155 307 1,462

Chicken 1,720 1,567 256 509 4,052 24 4,076

Prepared Foods 1,434 876 58 64 2,432 — 2,432

International/Other — — 582 — 582 — 582

Intersegment — — — — — ( 440 ) ( 440 )

Total $ 6,184 $ 3,902 $ 1,925 $ 1,342 $ 13,353 $ — $ 13,353

Nine months ended June 28, 2025

Foodservice (b)

International (c)

Industrial and Other (d)

Three months ended December 27, 2025

Foodservice (e)

International (f)

Industrial and Other (g)

Total External Customers Intersegment Total

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Prepared Foods 1,587 943 66 73 2,669 4 2,673

International/Other — — 1,707 — 1,707 — 1,707

International — — 582 — 582 — 582

Intersegment — — — — — ( 534 ) ( 534 )

Total $ 6,759 $ 4,365 $ 1,814 $ 1,375 $ 14,313 $ — $ 14,313

Nine months ended June 29, 2024

Foodservice (b)

International (c)

Industrial and Other (d)

Three months ended December 28, 2024

Foodservice (e)

International (f)

Industrial and Other (g)

Total External Customers Intersegment Total

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Prepared Foods 1,472 894 57 50 2,473 — 2,473

International/Other — — 1,744 — 1,744 — 1,744

International — — 584 — 584 — 584

Intersegment — — — — — ( 451 ) ( 451 )

Total $ 6,340 $ 4,038 $ 1,896 $ 1,349 $ 13,623 $ — $ 13,623

(a) Includes external sales to consumer products and food retailers, such as grocery retailers, warehouse club stores and internet-based retailers.

(b) Includes external sales to fo odservice distr ibutors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.

(c) Includes external sales to international markets for internationally produced products or export sales of domestically produced products.

(d) Includes external sales to industrial food processing companies that further process our product to sell to end consumers and any remaining sales not included in the Retail, Foodservice or International categories.

Additionally, during the nine months ended June 28, 2025, Beef and Pork segments included a $ 93 million and $ 250 million reduction in Other, respectively, due to the recognition of legal contingency accruals.

For the nine months ended June 29, 2024 , the Pork segment included a $ 45 million reduction in Other due to the recognition of a legal contingency accrual.

(d) Includes external sales to consumer products and food retailers, such as grocery retailers, warehouse club stores and internet-based retailers.

(e) Includes external sales to fo odservice distr ibutors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.

(f) Includes external sales to international markets for internationally produced products or export sales of domestically produced products.

(g) Includes external sales to industrial food processing companies that further process our product to sell to end consumers and any remaining sales not included in the Retail, Foodservice or International categories.

A dditionally, during the three months ended December 27, 2025, Beef and Pork segments included a $ 90 million and $ 60 million reduction in Other, respectively, due to the recognition of legal contingency ac cruals.

COMMITMENTS AND CONTINGENCIES

We guarantee obligations of certain outside third parties, consisting primarily of grower loans, which are substantially collateralized by the underlying assets.

The remaining terms of the underlying obligations cover periods up to 7 years, and the maximum potential amount of future payments as of June 28, 2025, was not significant.

The remaining terms of the underlying obligations cover periods up to 6 years, and the maximum potential amount of future payments as of December 27, 2025, was not significant.

The likelihood of material payments under these guarantees is not considered probable.

At June 28, 2025 and September 28, 2024, no significant liabilities for guarantees were recorded.

At December 27, 2025 and September 27, 2025, no significant liabilities for guarantees were recorded.

We have cash flow assistance programs in which certain livestock suppliers participate.

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Our maximum commitment associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets.

The potential maximum commitment as of June 28, 2025 was approximately $ 240 million.

At June 28, 2025 and September 28, 2024, we did not have significant net receivables outstanding under these programs.

The potential maximum commitment as of December 27, 2025 was approximately $ 155 million.

At December 27, 2025 and September 27, 2025, we did not have significant net receivables outstanding under these programs.

When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures.

These funds are generally considered restricted cash, which is reported in the Consolidated Condensed Balance Sheets in Other Assets.

We had no deposits at June 28, 2025 and September 28, 2024.

We had no deposits at December 27, 2025 and September 27, 2025.

Additionally, under certain agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds.

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The Industrial Revenue Bonds and the associated obligations for the leases of the facilities offset, and the underlying assets remain in property, plant and equipment.

At June 28, 2025, the total amount under these types of arrangements totaled $ 852 million.

At December 27, 2025, the total amount under these types of arrangements totaled $ 787 million.

Contingencies

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On March 7, 2025, the Court lifted the stay of discovery that had applied to the Track Two claims, with fact discovery currently ongoing.

The Court entered a case schedule under which the first Track Two trial will begin on April 5, 2027.

The Court entered a case schedule under which the first Track Two trial will begin in September 2027.

On January 19, 2021, we announced that we had reached agreements to settle certain class claims related to the Broiler Antitrust Civil Litigation.

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While the Company believes it has meritorious defenses to the claims that have been made, we believe that these settlements are in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

During the three and nine months ended June 28, 2025 and June 29, 2024 the Company did not record any contingency accruals for claims related to these matters.

Additionally, during the first nine months of fiscal 2025 and 2024, the Company reduced its total recorded legal contingency accrual by $ 22 million and $ 92 million, respectively, for amounts it had paid related to these matters.

At June 28, 2025 and September 28, 2024, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 64 million and $ 86 million, respectively.

The legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 64 million a t December 27, 2025 and September 27, 2025.

During the three months ended December 27, 2025 and December 28, 2024, the Company did not record any contingency accruals for claims related to these matters.

Additionally, during the first quarter of fiscal 2025, the Company reduced its total recorded legal contingency accrual by $ 21 million for amounts it had paid related to these matters.

The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.

Broiler Chicken Grower Litigation and Investigation

On January 27, 2017 and March 26, 2017, putative class action complaints were filed against us and certain of our poultry subsidiaries, as well as several other vertically integrated poultry processing companies, in the United States District Court for the Eastern District of Oklahoma styled In re Broiler Chicken Grower Litigation .

The plaintiffs allege, among other things, that the defendants colluded not to compete for broiler raising services “with the purpose and effect of fixing, maintaining, and/or stabilizing grower compensation below competitive levels.” The plaintiffs also allege that the defendants “agreed to share detailed data on [g]rower compensation with one another, with the purpose and effect of artificially depressing [g]rower compensation below competitive levels.” The plaintiffs contend these alleged acts constitute violations of the Sherman Antitrust Act and Section 202 of the Grain Inspection, Packers and Stockyards Act of 1921.

The plaintiffs are seeking treble damages, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative class.

Additional named plaintiffs filed similar class action complaints in federal district courts in North Carolina, Colorado, Kansas and California.

All actions were subsequently consolidated in the Eastern District of Oklahoma.

In June 2021, we reached an agreement to settle with the putative class of broiler chicken farmers all claims raised in this consolidated action on terms not material to the Company.

The Court granted preliminary approval of the settlement on August 23, 2021 and final approval on February 18, 2022, and the Company paid the settlement during fiscal 2022.

On July 1, 2025, a similar class of growers filed a putative class action complaint in the same federal district court against certain poultry processing companies not named as defendants in the Broiler Chicken Grower Litigation and arising from a similar set of allegations.

The Company is not a defendant in this case and does not expect to be named as a defendant.

In October 2022, the DOJ’s Antitrust Division opened a civil investigation into broiler chicken grower contracts and alleged non-competitive practices involving performance-based compensation sharing for the purpose of stabilizing compensation below competitive levels.

We continue to cooperate with the investigation.

The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

However, if facts and circumstances of the matter or assumptions based on present conditions used to determine our estimated liability were to significantly change, we may be exposed to additional material losses.

Pork Antitrust Litigation

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On May 9, 2025, the Company reached an agreement in principle with the State of New Mexico to resolve all claims made against the Company for an immaterial amount.

This agreement remains subject to Court approval.

The court approved the settlement on August 11, 2025.

While the Company believes it has meritorious defenses to the claims that have been made, we believe that this settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

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On March 31, 2025, the court denied those summary judgment motions as to the claims against the Company.

The Company anticipates multiple trials in this matter in various federal districts, with various classes of plaintiffs as well as opt-out plaintiffs, with the first trial expected to begin in the first quarter of fiscal 2026.

While we believe we have valid and meritorious defenses to the claims that have been made in the Pork Antitrust Civil Litigation and the related Attorney General matters, we are exploring the possibility of entering into settlements as a way to avoid the uncertainty, risk, expense and distraction of protracted litigation.

While we believe we have valid and meritorious defenses to the claims that have been made in the Pork Antitrust Civil Litigation, we have entered into and are further exploring the possibility of entering into settlements with plaintiff classes and opt-out plaintiffs in the Pork Antitrust Civil Litigation and related matters as a way to avoid the uncertainty, risk, expense and distraction of protracted litigation.

On April 11, 2025, the Company reached an agreement in principle with the direct purchase class plaintiffs to settle their claims in this matter for an aggregate of $ 50 million.

On April 28, 2025, the Court granted preliminary approval of this settlement.

During the second quarter of fiscal 2025, the Company increased the contingency accrual for claims related to this matter by $ 250 million, and during the first nine months of fiscal 2025, the Company made $ 50 million of payments.

At June 28, 2025 and September 28, 2024, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $ 245 million and $ 45 million, respectively .

On September 25, 2025, the Company reached an agreement with the consumer indirect purchaser class to settle their claims in this matter for an aggregate of $ 85 million.

On November 7, 2025, the Court granted preliminary approval of this settlement.

On December 31, 2025, the Company executed an agreement with the commercial and institutional indirect plaintiff class to settle their claims in this matter for an aggregate of $ 48 million.

This agreement is subject to court approval.

At December 27, 2025 and September 27, 2025, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $ 206 million and $ 268 million, respectively.

During the three months ended December 27, 2025, the Company increased the contingency accrual for claims related to this matter by $ 60 million and made $ 122 million of payments.

During the three months ended December 28, 2024, the Company did not record any contingency accruals or make any payments for claims related to these matters.

The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.

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Additionally, the putative classes filed motions for class certification on September 25, 2024, which remain pending before the court.

On September 29, 2025, the Company reached an agreement with the consumer indirect purchaser plaintiff class to settle their claims in this matter for an aggregate of $ 55 million.

The Court granted preliminary approval to this settlement on December 10, 2025.

On December 12, 2025, the Company reached an agreement in principle with the direct purchaser plaintiff class to settle their claims in this matter for an aggregate of $ 80 million plus $ 2.5 million in administrative expenses, subject to court approval.

Also on December 12, 2025, the Company reached an agreement in principle with the commercial and institutional indirect plaintiff class to settle their claims in this matter for an aggregate of $ 47 million, subject to court approval.

On February 18, 2022, a putative class action was commenced against us, Tyson Fresh Meats, and other beef packer defendants in the Supreme Court of British Columbia styled Bui v.

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Cargill, Incorporated et al, raising substantially similar allegations and seeking compensatory damages, costs of investigation and interest.

On May 22, 2020, December 23, 2020 and October 29, 2021, we received civil investigative demands (“CIDs”) from the DOJ’s Civil Antitrust Division.

The CIDs request information related to the fed cattle and beef packing markets.

We have been cooperating with the DOJ with respect to the CIDs.

The Offices of the Attorney General for multiple states are participating in the investigation and coordinating with the DOJ.

While we believe we have valid and meritorious defenses to the claims that have been made in the Beef Antitrust Civil Litigation and related matters, we expect that in the context of settlement discussions in the Pork Antitrust Civil Litigation matters described above, there may also be opportunities to discuss settlements for the Beef Antitrust Civil Litigation matters, because there are many plaintiffs that are common to both.

The Company views such settlement discussions as a means to potentially avoid the uncertainty, risk, expense and distraction of protracted litigation.

Accordingly, during the second quarter of fiscal 2025, we recorded a legal contingency accrual of $ 93 million for claims related to the Beef Antitrust Civil Litigation matter, which remains outstanding as of June 28, 2025.

While we believe we have valid and meritorious defenses to the claims that have been made in the Beef Antitrust Civil Litigation and related matters, we have entered into and continue to explore opportunities to reach settlements if it would be in the best interest of the Company, as doing so could avoid the uncertainty, risk, expense and distraction of protracted litigation.

We have received civil investigative demands (“CIDs”) from the DOJ’s Civil Antitrust Division.

The CIDs request information related to the Company’s beef business.

We continue to cooperate with the DOJ with respect to the CIDs.

At December 27, 2025 and September 27, 2025, the legal contingency accrual for claims related to the Beef Antitrust Civil Litigation matter described above was $ 353 million and $ 318 million, respectively.

During the three months ended December 27, 2025, the Company increased the contingency accrual for claims related to this matter by $ 90 million and made $ 55 million of payments.

During the three months ended December 28, 2024, the Company did not record any contingency accruals or make any payments for claims related to these matters.

The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.

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Additional lawsuits making similar allegations were consolidated including an amended consolidated complaint containing additional allegations concerning turkey processing plants naming additional defendants.

On May 10, 2024 and June 3, 2024, the Company participated in mediation with the putative class plaintiffs.

Following the mediation, on June 14, 2024, the Company reached an agreement in principle with the putative class plaintiffs to settle all claims in the case for an aggregate amount of $ 115.5 million.

On February 11, 2025, the court entered an order granting preliminary approval of the settlement.

If the court grants final approval to the settlement, it will completely resolve all claims made against the Company in this matter.

While we believe we have valid and meritorious defenses against the allegations, we believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

At September 28, 2024, the legal contingency accrual for claims related to the Poultry wage rate litigation matter described above was $ 116 million.

During the first nine months of fiscal 2025 settlement payments of the accrued amount were paid as a result of the preliminary court approval .

Following mediation, on June 14, 2024, the Company reached an agreement in principle with the putative class plaintiffs to settle all claims in the case for an aggregate amount of $ 115.5 million.

On February 11, 2025, the court entered an order granting preliminary approval of the settlement, and on June 5, 2025, the court entered an order granting final approval of the settlement.

While we believe we had valid and meritorious defenses against the allegations, we also believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

During fiscal 2025, settlement payments of the accrued amount were paid as a result of the preliminary court approval .

At September 27, 2025, there was no remaining accrual re lated to the Poultry wage rate litigation matter described above .

In December 2025 and January 2026, three groups comprising in the aggregate of less than 300 individuals who had opted out of the Poultry wage rate litigation class filed complaints against the Company and other Poultry wage rate litigation defendants in the Circuit Courts of Barbour County and Bullock County, Alabama.

The complaints repeat the essential factual allegations from the Poultry wage rate litigation but assert solely state-law claims.

The Company believes it has valid and meritorious defenses against these allegations, and has not recorded any liability for these complaints as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

The DOJ’s Antitrust Division has opened a civil investigation into human resources at several poultry companies.

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The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for employees in violation of federal antitrust laws.

On December 22, 2023, after a mediation between the parties, the Company and the putative class plaintiffs reached an in-principle agreement to settle.

On December 22, 2023, after a mediation between the parties, the Company reached an agreement in principle with the putative class plaintiffs to settle their claims against the Company.

Under the terms of the settlement, the Company agreed to pay the putative class an aggregate amount of $ 72.5 million to completely resolve all claims made against the Company in this matter.

The court approved the settlement on January 15, 2025.

During the first quarter of fiscal 2024, the Company recorded an accrual for the $ 72.5 million settlement which was paid during the second quarter of fiscal 2025 as a result of the court approval.

The court approved the settlement on January 15, 2025, which was paid during the second quarter of fiscal 2025.

Other Matters

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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.

What changed 10-Q

Item 1. Financial Statements