What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-04 compared with 2026-02-02 · 197 added, 126 removed, 313 unchanged (51% of the section changed)

29 unchanged sentences

and operating efficiencies of our facilities.

Sales grew 5%, or $690 million in the first quarter of fiscal 2026, driven by increased sales in our Beef, Chicken and Prepared Foods segments, partially offset by decreased sales in our Pork and International segments.

Operating income of $302 million for the first quarter of fiscal 2026 was down 48% as compared to the first quarter of fiscal 2025, as we experienced lower segment operating income in our Beef, Pork and Chicken segments, partially offset by higher segment operating income in our Prepared Foods segment and lower corporate expenses and amortization.

In the first quarter of fiscal 2026, our operating income was impacted by $115 million of restructuring and related charges and $155 million of legal contingency accruals.

In the first quarter of fiscal 2025, our operating income was impacted by $73 million of restructuring and related charges and $6 million in brand and product line discontinuation charges.

Sales grew 4%, or $579 million, in the second quarter of fiscal 2026, driven by increased sales across all segments.

Operating income of $435 million for the second quarter of fiscal 2026 was up $335 million as compared to the second quarter of fiscal 2025, as we experienced higher segment operating income in our Pork, Chicken and Prepared Foods segments, partially offset by lower segment operating income in our Beef and International segments and increased corporate expenses.

In the second quarter of fiscal 2026, our operating income was impacted by $46 million of restructuring and related charges and $16 million of legal contingency accruals.

In the second quarter of fiscal 2025, our operating income was impacted by $343 million of legal contingency accruals, $43 million of restructuring and related charges, $23 million of plant closure and disposal charges and $6 million in brand and product line discontinuation charges.

Sales grew 5%, or $1,269 million in the first six months of fiscal 2026, driven by increased sales in all segments.

Operating income of $737 million for the first six months of fiscal 2026 was up 8% compared to the first six months of fiscal 2025 as we experienced higher segment operating income in our Pork, Chicken and Prepared Foods segments, partially offset by lower segment operating income for our Beef and International segments and increased corporate expenses.

In the first six months of fiscal 2026, our operating income was impacted by $161 million of restructuring and related charges and $171 million of legal contingency accruals.

In the first six months of fiscal 2025, our operating income was impacted by $343 million of legal contingency accruals, $116 million of restructuring and related charges, $23 million of plant closure and disposal charges and $12 million in brand and product line discontinuation charges.

Market Environment

According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) remained relatively flat in the first quarter of fiscal 2026 as compared to the same period in fiscal 2025.

According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) increased slightly in the second quarter of fiscal 2026 as compared to the same period in fiscal 2025.

The Beef segment continues to experience limited supply of market-ready cattle as well as increased cattle costs.

1 unchanged sentence

The Pork segment experienced sufficient supply of market-ready hogs and increased hog costs.

The Chicken segment experienced reduced feed ingredient costs in the first three months of fiscal 2026.

The Chicken segment experienced reduced feed ingredient costs.

The Prepared Foods segment is currently experiencing increased raw material costs primarily due to higher meat costs.

Additionally, the International segment is currently experiencing increased raw material costs.

Geopolitical tensions in the Middle East, including heightened tensions involving Iran, have increased volatility in global energy and commodity markets, which may affect our cost structure, including transportation costs.

Although these conditions have not had a material impact on our results to date, continued or heightened volatility could result in material impacts depending on the duration and severity of these conditions.

We are subject to changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, and customs restrictions through our international sales and operations.

2 unchanged sentences

There is uncertainty regarding the impact changes may have on the price and demand of our products in the affected countries, commodity pricing and other general economic conditions, and uncertainty in future changes that may have a material impact.

Our total operating margin was 2.1% in the first quarter of fiscal 2026.

Our total operating margin was 3.2% in the second quarter of fiscal 2026.

Segment operating margins were as follows:

9 unchanged sentences

Commencing in fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network.

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 $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.

We expect to incur additional charges in the future as additional actions are approved.

In the second quarter and first half of fiscal 2026, the Company increased the estimated pretax charges by $38 million and $178 million, respectively, for additional actions approved to date under the network optimization plan.

In the first quarter of fiscal 2026, the increase in estimated total pretax charges reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition of another to a single shift, as well as efforts to reduce support costs across all segments and corporate functions.

The increase in the second quarter primarily reflects the closure of a production facility in the Prepared Foods segment.

As a result, we now expect to recognize total pretax net charges of $264 million for actions approved through March 28, 2026, which include $179 million of net charges that have resulted or will result in cash outflows and $192 million of non-cash charges, partially offset by a $107 million gain recognized from the sale of storage facilities.

Additionally, we have received $296 million in proceeds associated with the sale of storage facilities to date.

Through the second quarter of fiscal 2026, we have recognized $208 million of the expected total pretax charges and estimate $56 million of charges will be incurred over future periods, including $35 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.

For further description refer to Part I, Item I, Notes to the Consolidated Condensed Financial Statements, Note 5:

1 unchanged sentence

Summary of Results

in millions Three Months Ended

December 27, 2025 December 28, 2024

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Sales $ 13,653 $ 13,074 $ 27,966 $ 26,697

2 unchanged sentences

Sales growth 4.4 % 4.8 %

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume – Volumes were relatively flat, accounting for a $43 million reduction as decreased sales volume in our Beef and International segments was mostly offset by increased sales volume in our Pork, Chicken, and Prepared Foods segments.

• Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $883 million, driven by increased pricing in our Beef, Pork, Prepared Foods and International segments, partially offset by lower average sales prices in our Chicken segment.

• The above changes in average sales price exclude a $150 million reduction of Sales for the recognition of legal contingency accruals recorded in the first quarter of fiscal 2026.

Second quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume – Sales were negatively impacted by a decrease in sales volume, which accounted for a $311 million decrease in sales as decreased sales volume in our Beef and International segments was partially offset by increased sales volume in our Pork, Chicken and Prepared Foods segments.

• Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $547 million, driven by increases in all segments.

• The above change in average sales price excludes a $343 million reduction of Sales for the recognition of legal contingency accruals recorded in the second quarter of fiscal 2025.

Six months – Fiscal 2026 vs Fiscal 2025

• Sales Volume – Sales were negatively impacted by a decrease in sales volume, which accounted for a $354 million decrease in sales as decreased sales volume in our Beef and International segments was partially offset by increased sales volume in our Pork, Chicken, and Prepared Foods segments.

• Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $1,430 million, driven by increases in all segments.

• The above change in average sales price excludes a $150 million and $343 million reduction of Sales from the recognition of legal contingency accruals for the six months ended March 28, 2026 and March 29, 2025, respectively.

Cost of Sales

in millions Three Months Ended

December 27, 2025 December 28, 2024

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Cost of sales $ 12,691 $ 12,474 $ 26,196 $ 25,002

1 unchanged sentence

Cost of sales as a percentage of sales 93.0 % 95.4 % 93.7 % 93.7 %

First quarter – Fiscal 2026 vs Fiscal 2025

Second quarter – Fiscal 2026 vs Fiscal 2025

• Cost of sales increased $217 million.

3 unchanged sentences

• Increase in raw material and other input costs of approximately $50 million in our Prepared Foods segment.

• Increase in freight and transportation costs of approximately $40 million.

• Increase of $16 million related to the recognition of legal contingency accruals in our Chicken segment in fiscal 2026.

• Decrease due to net derivative gains of $38 million in the second quarter of fiscal 2026, compared to net derivative losses of $24 million in the second quarter of fiscal 2025 due to our risk management activities.

These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed ingredient costs described herein.

• Decrease of $23 million due to lower plant closures and disposal charges.

• Remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes and lower operating costs.

Six months – Fiscal 2026 vs Fiscal 2025

• Cost of sales increased $1,194 million.

Lower sales volume decreased cost of sales by $328 million while higher input cost per pound increased cost of sales by $1,522 million.

• The $1,522 million impact of higher input cost per pound was impacted by:

• Increase in cattle costs of approximately $1,450 million in our Beef segment.

• Increase in raw material and other input costs of approximately $160 million in our Prepared Foods segment.

• Increase in hog costs of approximately $55 million in our Pork segment.

• Increase of $33 million related to restructuring and related charges.

• Increase in freight and transportation costs of approximately $45 million.

• Increase of $21 million related to the recognition of legal contingency accruals in our Chicken and International segments in fiscal 2026.

• Decrease of approximately $60 million in our Chicken segment related to decreased feed ingredient costs.

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

• Decrease due to net derivative gains of $26 million in the first six months of fiscal 2026, compared to net derivative losses of $31 million in the first six months of fiscal 2025 due to our risk management activities.

• Decrease of $23 million due to lower plant closures and disposal charges.

• Remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes and lower operating costs.

Selling, General and Administrative

in millions Three Months Ended

December 27, 2025 December 28, 2024

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Selling, general and administrative expense $ 527 $ 500 $ 1,033 $ 1,015

As a percentage of sales 3.9 % 3.8 % 3.7 % 3.8 %

First quarter – Fiscal 2026 vs Fiscal 2025

• Decrease of $9 million in selling, general and administrative was primarily driven by:

• Decrease of $13 million in team member costs.

• Decrease of $8 million in professional fees.

• Decrease of $7 million related to a gain on the sale of a corporate asset.

Second quarter – Fiscal 2026 vs Fiscal 2025

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

• Increase of $25 million in marketing, advertising and promotion expenses.

• Increase of $15 million from a legal settlement gain recognized in fiscal 2025, with no corresponding income in fiscal 2026.

• Decrease of $15 million due to lower bad debt expense.

Six months – Fiscal 2026 vs Fiscal 2025

• Increase of $18 million in selling, general and administrative was primarily driven by:

• Increase of $45 million in marketing, advertising and promotion expenses.

• Increase of $15 million from a legal settlement gain recognized in fiscal 2026, with no corresponding income in fiscal 2026.

• Decrease of $16 million due to lower bad debt expense.

• Decrease of $13 million related to lower team member costs, net of losses related to deferred compensation.

• Decrease of $12 million in professional fees.

Interest (Income) Expense

in millions Three Months Ended

December 27, 2025 December 28, 2024

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Interest income $ (8) $ (17) $ (21) $ (42)

Interest expense 97 110 201 230

First quarter – Fiscal 2026 vs Fiscal 2025

• The decrease in interest income for the three months ended December 27, 2025 was primarily due to average lower cash and cash equivalents held.

• The decrease in interest expense for the three months ended December 27, 2025 was primarily due to lower interest expense related to the repayment of term loans in fiscal 2025.

Second quarter and six months – Fiscal 2026 vs Fiscal 2025

• The decrease in interest income for the second quarter and six months ended March 28, 2026 was primarily due to lower average cash and cash equivalents held.

• The decrease in interest expense for the second quarter and six months ended March 28, 2026 was primarily due to lower interest expense related to the repayment of the March 2026 Notes in the second quarter of fiscal 2026 and term loans in fiscal 2025, partially offset by the issuance of February 2036 Notes in the second quarter of fiscal 2026.

Other (Income) Expense, net

in millions Three Months Ended

December 27, 2025 December 28, 2024

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Total other (income) expense, net $ (13) $ (23) $ 71 $ (16)

First quarter – Fiscal 2026

• Included $75 million of impairment of equity investments and $5 million of joint venture losses in the first quarter of fiscal 2026.

First quarter – Fiscal 2025

• Included $24 million of foreign exchange losses, partially offset by $12 million of joint venture earnings and $7 million of production facilities fire insurance proceeds.

Second quarter and six months – Fiscal 2026

• Included $7 million of joint venture earnings and $7 million of foreign exchange gains in the second quarter of fiscal 2026.

Included $75 million of impairment of equity investments and $6 million of foreign exchange gains in the first six months of fiscal 2026.

Second quarter and six months – Fiscal 2025

• Included $15 million of joint venture earnings and $6 million of foreign exchange gains in the second quarter of fiscal 2025.

Included $27 million of joint venture earnings and $7 million of production facilities fire insurance proceeds, partially offset by $18 million of foreign exchange losses in the first six months of fiscal 2025.

Effective Tax Rate

Three Months Ended

December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

26.2 % 51.0 % 27.1 % 25.1 %

First quarter – Fiscal 2026 vs Fiscal 2025

• The effective tax rates for both periods were increased by 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 certain losses in the Netherlands due to newly enacted tax legislation.

Second quarter – Fiscal 2026 vs Fiscal 2025

• The percentage impacts of items on the effective tax rate were greater in the second quarter of fiscal 2025 due to the level of pretax income in the second quarter of fiscal 2025 compared to the second quarter of fiscal 2026.

• The effective tax rate for the second quarter of fiscal 2026 was increased by estimated foreign withholding tax on the repatriation of earnings of foreign subsidiaries.

• The effective tax rate for the second quarter of fiscal 2025 was increased by the impact of changes in unrecognized tax benefits.

Six months – Fiscal 2026 vs Fiscal 2025

• The effective tax rate for the first six months of fiscal 2026 was increased by estimated foreign withholding tax on the repatriation of earnings of foreign subsidiaries.

• The effective tax rate for the first six months of fiscal 2025 was increased by changes in unrecognized tax benefits and decreased by the release of a $9 million valuation allowance on certain losses in the Netherlands due to tax legislation enacted in the first quarter of fiscal 2025.

Net Income Attributable to Tyson

in millions, except per share data Three Months Ended

December 27, 2025 December 28, 2024

in millions, except per share data Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Net income attributable to Tyson $ 260 $ 7 $ 345 $ 366

Net income attributable to Tyson – per diluted share 0.73 0.02 0.97 1.03

First quarter – Fiscal 2026 – Net income attributable to Tyson included the following items:

Second quarter – Fiscal 2026 – Net income attributable to Tyson included the following items:

• $46 million pretax, or ($0.10) per diluted share, of restructuring and related charges.

• $16 million pretax, or ($0.04) per diluted share, of legal contingency accruals.

Six months – Fiscal 2026 – Net income attributable to Tyson included the following items:

• $171 million pretax, or ($0.37) per diluted share, of legal contingency accruals.

• $163 million pretax, or ($0.35) per diluted share, of restructuring and related charges.

• $73 million pretax, or ($0.15) per diluted share, related to an impairment of equity investments.

First quarter – Fiscal 2025 – Net income attributable to Tyson included the following items:

• $73 million pretax, or ($0.16) per diluted share, of restructuring and related charges.

Second quarter – Fiscal 2025 – Net income attributable to Tyson included the following items:

• $343 million pretax, or ($0.73) per diluted share, related to the recognition of legal contingency accruals.

• $43 million pretax, or ($0.10) per diluted share, related to restructuring and related charges.

• $23 million pretax, or ($0.05) per diluted share, of plant closure and disposal charges.

• $6 million pretax, or ($0.02) per diluted share, of brand and product line discontinuation charges.

Six months – Fiscal 2025– Net income attributable to Tyson included the following items:

• $343 million pretax, or ($0.73) per diluted share, related to the recognition of legal contingency accruals.

• $116 million pretax, or ($0.26) per diluted share, related to restructuring and related charges.

• $23 million pretax, or ($0.05) per diluted share, of plant closure and disposal charges.

• $12 million pretax, or ($0.03) per diluted share, of brand and product line discontinuation charges.

• $7 million pretax, or $0.04 per diluted share, of production facilities fire insurance proceeds.

8 unchanged sentences

in millions Sales

Three Months Ended

December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Beef $ 5,205 $ 5,196 $ 10,976 $ 10,531

6 unchanged sentences

in millions Segment Operating Income (Loss)

Three Months Ended

December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Beef $ (240) $ (222) $ (559) $ (248)

Pork 41 (181) 91 (108)

Chicken 505 367 955 827

9 unchanged sentences

Beef Pork Chicken Prepared Foods Inter- national Corporate Expenses Amortiza- tion Total

First Quarter of Fiscal 2026

Second Quarter of Fiscal 2026

Restructuring and related charges $ 38 $ — $ 2 $ 4 $ (1) $ 3 $ — $ 46

Legal contingency accruals — — 16 — — — — 16

Second Quarter of Fiscal 2025

Brand and product line discontinuations — — — — — — 6 6

Restructuring and related charges 16 — 21 — 6 — — 43

First Quarter of Fiscal 2025

Legal contingency accruals 93 250 — — — — — 343

Plant closure and disposal charges — — 23 — — — — 23

Six Months of Fiscal 2026

Restructuring and related charges 124 1 11 20 (1) 6 — 161

Legal contingency accruals 90 60 16 — 5 — — 171

Six Months of Fiscal 2025

Brand and product line discontinuations — — — — — — 12 12

Restructuring and related charges 48 — 32 25 11 — — 116

Legal contingency accruals 93 250 — — — — — 343

Plant closure and disposal charges — — 23 — — — — 23

Beef Segment Results

in millions Three Months Ended

December 27, 2025 December 28, 2024 Change

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 Change March 28, 2026 March 29, 2025 Change

Sales $ 5,205 $ 5,196 $ 9 $ 10,976 $ 10,531 $ 445

3 unchanged sentences

Segment operating margin (4.6) % (4.3) % (5.1) % (2.4) %

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume decreased due to lower head harvested related to reduced cattle availability, partially offset by higher average carcass weights.

• Average Sales Price - Average sales price increased primarily due to increased input costs and strong demand.

The change in average sales price excludes a $90 million reduction of Sales from the recognition of a legal contingency accrual recorded in fiscal 2026.

• Segment Operating Income (Loss) - Segment operating loss increased due to compressed Beef margins and increased restructuring and related charges in addition to the recognition in the first quarter of fiscal 2026 of a legal contingency accrual and a $30 million inventory lower of cost or net realizable value adjustment.

Second quarter and six months – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume decreased in the second quarter and first six months of fiscal 2026 due to lower head harvested related to reduced cattle availability and network optimization, partially offset by higher average carcass weights.

• Average Sales Price - Average sales price increased in the second quarter and first six months of fiscal 2026 primarily due to increased input costs and strong demand.

The change in average sales price for the six months ended excludes a $90 million reduction of Sales from the recognition of a legal contingency accrual recorded in the first quarter of fiscal 2026.

The change in average sales price for the second quarter and six months ended excludes a $93 million reduction of Sales from the recognition of a legal contingency accrual recorded in the second quarter of fiscal 2025.

• Segment Operating Income (Loss) - Segment operating loss increased in the second quarter and first six months of fiscal 2026 due to compressed Beef margins and increased restructuring and related charges.

Additionally, segment operating loss in the second quarter of fiscal 2025 was impacted by the recognition of a legal contingency accrual.

Pork Segment Results

in millions Three Months Ended

December 27, 2025 December 28, 2024 Change

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 Change March 28, 2026 March 29, 2025 Change

Sales $ 1,579 $ 1,244 $ 335 $ 3,188 $ 2,861 $ 327

1 unchanged sentence

Average sales price change 1.3 % 1.4 %

Segment operating income $ 50 $ 73 $ (23)

Segment operating income (loss) $ 41 $ (181) $ 222 $ 91 $ (108) $ 199

Segment operating margin 2.6 % (14.5) % 2.9 % (3.8) %

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume increased due to higher head harvested and higher average carcass weights.

• Average Sales Price - Average sales price increased due to higher input costs and strong demand for our pork products.

The change in average sales price excludes a $60 million reduction of Sales from the recognition of a legal contingency accrual recorded in fiscal 2026.

• Segment Operating Income - Segment operating income decreased in the first quarter of fiscal 2026 as the recognition of a legal contingency accrual, which was partially offset by $35 million of net derivative gains, more than offset the improved performance.

Second quarter and six months – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume increased in the second quarter and first six months of fiscal 2026 due to higher head harvested and higher average carcass weights.

• Average Sales Price - Average sales price increased in the second quarter and first six months of fiscal 2026 due to higher input costs and strong demand.

The change in average sales price for the six months ended excludes a $60 million reduction of Sales from the recognition of a legal contingency accrual recorded in the first quarter of fiscal 2026.

The change in average sales price for the second quarter and six months ended excludes a $250 million reduction of Sales from the recognition of a legal contingency accrual recorded in the second quarter of fiscal 2025.

• Segment Operating Income (Loss) - Segment operating income increased in the second quarter and first six months of fiscal 2026 primarily due to lapping the impact of a legal contingency accrual recorded in the second quarter of fiscal 2025, partially offset by increased operating costs.

Chicken Segment Results

in millions Three Months Ended

December 27, 2025 December 28, 2024 Change

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 Change March 28, 2026 March 29, 2025 Change

Sales $ 4,286 $ 4,141 $ 145 $ 8,498 $ 8,206 $ 292

3 unchanged sentences

Segment operating margin 11.8 % 8.9 % 11.2 % 10.1 %

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume increased primarily due to increased domestic production and reduced inventory levels.

• Average Sales Price - Average sales price remained relatively flat as the impact of pricing was mostly offset by mix.

• Segment Operating Income - Segment operating income decreased primarily due to lower pricing, partially offset by increased sales volumes and lower feed ingredient costs.

Second quarter and six months – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume increased in the second quarter and first six months of fiscal 2026 primarily due to increased domestic production.

• Average Sales Price - Average sales price increased in the second quarter and first six months of fiscal 2026 primarily due to mix.

• Segment Operating Income - Segment operating income in the second quarter and first six months of fiscal 2026 increased primarily due to increased sales volume, improved live performance, including breeding stock performance, the lapping of plant closure costs and higher restructuring and related costs in fiscal 2025, partially offset by a legal contingency accrual recorded in the second quarter of fiscal 2026.

Additionally, segment operating income in the first six months increased due to lower feed ingredient costs.

In the second quarter of fiscal 2026, Chicken had net derivative gains of $30 million compared to net derivative losses of $26 million in the second quarter of fiscal 2025 due to our risk management activities, which exclude offsetting impacts from related physical purchase transactions.

Prepared Foods Segment Results

in millions Three Months Ended

December 27, 2025 December 28, 2024 Change

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 Change March 28, 2026 March 29, 2025 Change

Sales $ 2,511 $ 2,396 $ 115 $ 5,184 $ 4,869 $ 315

3 unchanged sentences

Segment operating margin 13.9 % 13.7 % 12.9 % 12.9 %

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume – Sales volume was a slight increase driven by growth in retail.

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

• Segment Operating Income – Segment operating income increased primarily due to higher average sales price and improved operational execution, partially offset by increased raw material costs and increased marketing, advertising and promotional spend.

The first quarter of fiscal 2026 segment operating income also benefited from reduced restructuring and related costs as compared to the first quarter of fiscal 2025.

Second quarter and six months – Fiscal 2026 vs Fiscal 2025

• Sales Volume – Sales volume increased in the second quarter and first six months of fiscal 2026 driven by growth in retail.

• Average Sales Price – Average sales price increased in the second quarter and first six months of fiscal 2026 due to the pass through of increased raw material costs and sales channel mix.

• Segment Operating Income – Segment operating income increased in the second quarter and first six months of fiscal 2026 primarily due to higher average sales price and improved operational execution, partially offset by increased raw material costs and increased marketing, advertising and promotional spend.

International Segment Results

in millions Three Months Ended

December 27, 2025 December 28, 2024 Change

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 Change March 28, 2026 March 29, 2025 Change

Sales $ 577 $ 566 $ 11 $ 1,159 $ 1,150 $ 9

3 unchanged sentences

Segment operating margin 6.6 % 8.5 % 6.8 % 7.7 %

First quarter – Fiscal 2026 vs Fiscal 2025

• Sales – Sales were relatively flat as the slight decrease in sales volumes was offset by average sales price.

• Segment Operating Income – Segment operating income remained flat primarily due to improved performance offset by increased costs.

Segment operating income also benefited from lapping restructuring and related costs in fiscal 2025, offset by the recognition of a legal contingency accrual in fiscal 2026.

Second quarter and six months – Fiscal 2026 vs Fiscal 2025

• Sales – Sales increased in the second quarter and first six months of fiscal 2026 as the decrease in sales volume was more than offset by the increase in average sales price.

• Segment Operating Income – Segment operating income decreased in the second quarter and first six months of fiscal 2026 as increased input costs more than offset improved performance and lapping the impact of restructuring and related costs in fiscal 2025.

Additionally, segment operating income in the first six months of fiscal 2026 was impacted by the recognition of a legal contingency accrual.

Corporate Expenses and Amortization

in millions Three Months Ended

December 27, 2025 December 28, 2024 Change

in millions Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 Change March 28, 2026 March 29, 2025 Change

Corporate Expenses $ (203) $ (176) $ (27) $ (391) $ (377) $ (14)

Amortization (54) (65) 11 (108) (129) 21

First quarter – Fiscal 2026 vs Fiscal 2025

• Corporate Expenses – Corporate expenses decreased primarily due to $13 million of lower team member costs and a $7 million gain on the sale of a corporate asset, partially offset by higher technology expenses.

• Amortization - Amortization decreased primarily due to the lapping of $6 million of accelerated amortization related to brand and product line discontinuation charges in the first quarter of fiscal 2025.

Second quarter and six months – Fiscal 2026 vs Fiscal 2025

• Corporate Expenses – Corporate expenses increased in the second quarter of fiscal 2026 primarily due to a $15 million legal settlement gain recognized in fiscal 2025, with no corresponding income in fiscal 2026, and $8 million of losses related to deferred compensation.

Corporate expenses increased in the first six months of fiscal 2026 primarily due to a $15 million legal settlement gain recognized in the second quarter of fiscal 2025, with no corresponding income in fiscal 2026, increased losses related to deferred compensation and higher technology expenses, which were partially offset by lower professional fees, $7 million gain on the sale of a corporate asset and lower team member costs.

• Amortization - Amortization decreased in the second quarter and first six months of fiscal 2026 primarily due to the lapping of $6 and $12 million of accelerated amortization related to brand and product line discontinuation charges in the first quarter and first six months of fiscal 2025, respectively.

LIQUIDITY AND CAPITAL RESOURCES

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Cash Flows from Operating Activities

in millions Three Months Ended

December 27, 2025 December 28, 2024

in millions Six Months Ended

March 28, 2026 March 29, 2025

Net income $ 354 $ 380

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Net cash provided by operating activities $ 829 $ 846

• Non-cash items in net income primarily included depreciation and amortization of $376 million and $348 million for the three months ended December 27, 2025 and December 28, 2024, respectively, and impairment of equity investments of $75 million for the three months ended December 27, 2025.

• Cash provided by operating activities for the first three months of fiscal 2026 was $942 million, a decrease of $89 million compared to the first three months of fiscal 2025, as the $161 million of lower earnings, net of non-cash items, was partially offset by a $72 million increase in cash provided by the net changes in operating assets and liabilities which was primarily impacted by:

• An increase of $124 million due to a decrease in inventory of $181 million in the first three months of fiscal 2026, compared to a decrease of $57 million in the first three months of fiscal 2025, primarily due to lower volume of livestock and decreased average cost of inventory.

• Non-cash items in net income primarily included depreciation and amortization of $726 million and $700 million for the six months ended March 28, 2026 and March 29, 2025, respectively, and impairment of equity investments of $75 million for the six months ended March 28, 2026.

• Cash provided by operating activities for the first six months of fiscal 2026 was $829 million, a decrease of $17 million compared to the first six months of fiscal 2025, as the $100 million of higher earnings, net of non-cash items, was more than offset by a $117 million decrease in cash provided by the net changes in operating assets and liabilities which was primarily impacted by:

• A decrease of $396 million due to a decrease in the net changes in other operating assets and liabilities of $490 million in the first six months of fiscal 2026, compared to a decrease of $94 million in the first six months of fiscal 2025, primarily due to an increase in payments of accrued legal contingencies.

• A decrease of $136 million due to a decrease in income taxes payable/receivable of $177 million in the first six months of fiscal 2026, compared to a decrease of $41 million in the first six months of fiscal 2025, primarily due to settlements of state and local audits in fiscal 2026.

• Partially offset by:

• An increase of $371 million due to a decrease in inventory of $142 million in the first six months of fiscal 2026, compared to an increase of $229 million in the first six months of fiscal 2025, primarily due to lower volume of finished goods and livestock and decreased average cost of inventory.

Cash Flows from Investing Activities

in millions Three Months Ended

December 27, 2025 December 28, 2024

in millions Six Months Ended

March 28, 2026 March 29, 2025

Additions to property, plant and equipment $ (397) $ (464)

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Proceeds from sale of storage facilities 44 —

Acquisition of equity investments — (2)

Other, net 55 55

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Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repair.

• Proceeds from sale of storage facilities for the three months ended December 27, 2025 related to the sale of a Tyson-owned and operated cold storage facility.

• Proceeds from sale of storage facilities for the six months ended March 28, 2026 related to the sale of a Tyson-owned and operated cold storage facility.

Cash Flows from Financing Activities

in millions Three Months Ended

December 27, 2025 December 28, 2024

in millions Six Months Ended

March 28, 2026 March 29, 2025

Proceeds from issuance of debt $ 534 $ 31

Payments on debt (1,346) (816)

Proceeds from issuance of commercial paper 945 —

Repayments of commercial paper (915) —

Purchases of Tyson Class A common stock (92) (16)

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Net cash used for financing activities $ (1,267) $ (1,132)

• Payments on debt during the three months ended December 27, 2025 included a $440 million payment on the remaining balance of our term loan due May 2028 using cash on hand.

• Dividends paid during the three months ended December 27, 2025 reflected a 2% increase to our fiscal 2025 quarterly dividend rate.

• During the first six months of fiscal 2026, proceeds from the issuance of debt included $498 million of net proceeds from the 4.95% Notes due February 2036.

• During the six months ended March 28, 2026, payments on debt using cash on hand and proceeds received from issuance of debt included a $440 million payment on the remaining balance of our term loan due May 2028 and $800 million repayment of the outstanding March 2026 Notes.

Payments on debt during the six months ended March 29, 2025 included a $750 million payment on our term loan due May 2026.

• Dividends paid during the six months ended March 28, 2026 reflected a 2% increase to our fiscal 2025 quarterly dividend rate.

Expiration Date Facility

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Borrowed Amount

December 27, 2025

March 28, 2026

Cash and cash equivalents $ 500

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

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

• At March 28, 2026, we had current debt of $141 million, which we intend to pay with our existing cash balance, cash generated from our operating activities and other existing or new liquidity sources.

• The revolving credit facility supports our short-term funding needs and also serves to backstop our commercial paper program.

We had no borrowings under the revolving credit facility during the three months ended December 27, 2025.

We had no borrowings under the revolving credit facility during the six months ended March 28, 2026.

• In the first quarter of fiscal 2026, we entered into a $750 million revolving term loan credit facility.

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

We had no borrowings under the revolving term loan facility during the three months ended December 27, 2025.

We had no borrowings under the revolving term loan facility during the three or six months ended March 28, 2026.

• We expect net interest expense to approximate $365 million for fiscal 2026.

• Our ratio of short-term assets to short-term liabilities ("current ratio") was 1.5 to 1 at December 27, 2025 and 1.6 to 1 at September 27, 2025.

The decrease in fiscal 2026 is primarily due to lower inventories.

• At December 27, 2025, $654 million of our cash was held in the international accounts of our foreign subsidiaries.

• Our ratio of short-term assets to short-term liabilities ("current ratio") was 1.8 to 1 at March 28, 2026 and 1.6 to 1 at September 27, 2025.

The increase in fiscal 2026 is primarily due to decreased debt and other current liabilities, partially offset by decreased cash and cash equivalents.

• At March 28, 2026, $467 million of our cash was held in the international accounts of our foreign subsidiaries.

Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs.

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We also have a revolving credit facility, with a committed capacity of $2.5 billion, to provide additional liquidity for working capital needs and to backstop our commercial paper program.

Additionally, we have a revolving term loan credit facility, with committed capacity of $750 million, to also provide additional liquidity.

At December 27, 2025, amounts available for borrowing under our revolving credit and term loan facilities totaled $3.3 billion.

Additionally, we have a revolving term loan credit facility, with committed capacity of $750 million, to provide additional liquidity.

At March 28, 2026, amounts available for borrowing under our revolving credit and term loan facilities totaled $3.2 billion.

Our revolving credit facility is funded by a syndicate of 17 banks, with commitments ranging from $50 million to $225 million per bank.

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The maturities of the notes may vary, but may not exceed 397 days from the date of issuance.

As of December 27, 2025, we had no commercial paper outstanding under this program.

As of March 28, 2026, we had $30 million of commercial paper outstanding under this program.

Our ability to access commercial paper in the future may be limited or its costs increased.

1 unchanged sentence

Revolving Credit Facility

Standard & Poor’s Rating Services’, a Standard & Poor’s Financial Services LLC business (“S&P”), applicable rating is “BBB”.

Moody’s Investor Service, Inc.’s (“Moody’s”) applicable rating is “Baa2”.

The below table outlines the fees paid on the unused portion of the facility (“Facility Fee Rate ” ) and letter of credit fees and borrowings (“Borrowing Spread ” ) that corresponds to the applicable ratings levels from Standard & Poor’s Rating Services’, a Standard & Poor’s Financial Services LLC business (“S&P”) and Moody’s Investor Service, Inc.’s (“Moody’s”).

S&P's applicable rating is “BBB” and Moody’s applicable rating is “Baa2”.

28 unchanged sentences

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

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

We were in compliance with all debt covenants at March 28, 2026, and we expect that we will maintain compliance.

RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS

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Refer to Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1:

Accounting Policies, for updates to our significant accounting policies during the three months ended December 27, 2025.

Accounting Policies, for updates to our significant accounting policies during the six months ended March 28, 2026.

These critical accounting policies require us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes.

As further described in the impairment of goodwill and indefinite life intangible assets critical accounting estimate included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, we assess goodwill and indefinite life assets for impairment at least annually as of the first day of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

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.

Our qualitative assessment for the first and second quarters 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 lived intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment.

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.

One of our International reporting units, which had goodwill of $0.2 billion at March 28, 2026, 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.

39 unchanged sentences

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 2. Management’s Discussion and Analysis