What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-03 compared with 2026-05-04 · 172 added, 138 removed, 851 unchanged (27% of the section changed)

3 unchanged sentences

(In millions, except per share data)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Sales $ 13,868 $ 13,884 $ 41,834 $ 40,581

2 unchanged sentences

Selling, General and Administrative 559 538 1,592 1,553

Goodwill Impairment — 343 — 343

Operating Income 362 260 1,099 940

17 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net Income $ 186 $ 69 $ 540 $ 449

11 unchanged sentences

(In millions, except share and per share data)

March 28, 2026 September 27, 2025

June 27, 2026 September 27, 2025

Current Assets:

26 unchanged sentences

Accumulated other comprehensive income (loss) ( 168 ) ( 191 )

Treasury stock, at cost – 95 million shares at March 28, 2026 and September 27, 2025 ( 5,158 ) ( 5,102 )

Treasury stock, at cost – 96 million shares at June 27, 2026 and 95 million shares at September 27, 2025 ( 5,183 ) ( 5,102 )

Total Tyson Shareholders’ Equity 18,079 18,085

6 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Shares Amount Shares Amount Shares Amount Shares Amount

33 unchanged sentences

(In millions)

Six Months Ended

March 28, 2026 March 29, 2025

Nine Months Ended

June 27, 2026 June 28, 2025

Cash Flows From Operating Activities:

2 unchanged sentences

Deferred income taxes 34 ( 61 )

Gain on sale of storage facilities — ( 107 )

Impairment of goodwill — 343

Other, net 230 158

20 unchanged sentences

Effect of Exchange Rate Changes on Cash 8 ( 8 )

Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash ( 729 ) ( 725 )

Decrease in Cash and Cash Equivalents and Restricted Cash ( 489 ) ( 170 )

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

13 unchanged sentences

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 March 28, 2026 and the results of operations for the three and six months ended March 28, 2026 and March 29, 2025.

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 27, 2026 and the results of operations for the three and nine months ended June 27, 2026 and June 28, 2025.

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

10 unchanged sentences

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 assessments 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.

Our qualitative assessments for the first three 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 life 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 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.

One of our International reporting units, which had goodwill of $ 0.2 billion at June 27, 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.

3 unchanged sentences

If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in material impairments of our goodwill or indefinite life intangible assets.

Supplier Financing Programs

We have supplier financing programs with financial institutions, in which we agree to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers.

Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow the supplier to receive early payment from the financial institution.

Supplier participation in these programs has no bearing on the Company's amounts due.

The payment terms that we have with participating suppliers under these programs are generally up to 120 days.

We do not have an economic interest in any supplier's participation in the program or a direct financial relationship with the financial institution funding the program and we are only responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier.

The outstanding payment obligations due to the financial institutions as of the end of a period are included in accounts payable in the Consolidated Condensed Balance Sheets.

The activity related to these programs is reflected within the operating activities section of the Consolidated Condensed Statements of Cash Flows.

Amounts outstanding on our supplier financing programs were $ 198 million and $ 52 million as of June 27, 2026 and September 27, 2025, respectively.

Use of Estimates

20 unchanged sentences

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 March 28, 2026, 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 $ 146 million and $ 138 million as of March 28, 2026 and September 27, 2025, respectively.

At June 27, 2026, 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 $ 190 million and $ 138 million as of June 27, 2026 and September 27, 2025, respectively.

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

March 28, 2026 September 27, 2025

June 27, 2026 September 27, 2025

Processed products $ 3,112 $ 3,086

4 unchanged sentences

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

March 28, 2026 September 27, 2025

June 27, 2026 September 27, 2025

Land $ 209 $ 209

8 unchanged sentences

Other current liabilities are as follows (in millions):

March 28, 2026 September 27, 2025

June 27, 2026 September 27, 2025

Accrued salaries, wages and benefits $ 782 $ 909

5 unchanged sentences

Network Optimization Plan

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 second quarter of fiscal 2026 as we are currently unable to make an estimate of the cost of the entire network optimization plan.

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.

In the first quarter of fiscal 2025, the Company initiated a network optimization plan to optimize its global operations and logistics network.

We are reporting on actions approved through the third quarter of fiscal 2026.

The Company continues to strategically evaluate its operations and network and may approve additional actions.

If the Company makes significant changes to its strategies, outlook or manner in which it plans to use these assets, it may incur additional charges in future periods.

During the first nine months of fiscal 2026, the Company increased the estimated pretax charges by $ 155 million for additional actions approved to date under the network optimization plan.

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

The estimated pretax charges decreased $ 23 million in the third quarter of fiscal 2026, due to an estimated gain on the sale of assets expected to close in the fourth quarter related to network changes in the Beef segment approved in the first quarter of fiscal 2026.

As a result, we now expect to recognize total pretax net charges of $ 241 million for actions approved through June 27, 2026.

These charges include $ 181 million of net charges that have resulted or will result in cash outflows and $ 190 million of non-cash charges, partially offset by a $ 107 million gain recognized from the sale of storage facilities and a $ 23 million estimated gain on the expected sale of assets in the Beef segment.

Additionally, we have receive d $ 296 million of proceeds from the sale of storage facilities to date.

Through the third quarter of fiscal 2026, we have recognized $ 240 million of the expected total pretax charges and estimate that the remaining $ 1 million of net charges will be incurred over future periods, including income of $ 20 million during the remainder of fiscal 2026, consisting of a $ 23 million estimated gain on the expected sale of assets in the Beef segment, partially offset by $ 3 million of charges.

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.

We recognized net charges of $ 46 million and $ 163 million related to the network optimization plan in the second quarter and first six months of fiscal 2026, respectively.

The charges primarily included accelerated depreciation and asset write-offs related to the Beef segment network changes approved in the first quarter of fiscal 2026, severance and related costs and contract and lease termination costs.

These charges included $ 77 million that have resulted or will result in cash outflows and $ 86 million of non-cash.

In the second quarter and first six months of fiscal 2025, we recognized net charges of $ 43 million and $ 116 million, respectively, 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 $ 47 million that have resulted or will result in cash outflows and $ 69 million of non-cash.

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

We recognized net charges of $ 32 million and $ 195 million related to the network optimization plan in the third quarter and first nine months of fiscal 2026, respectively.

These charges primarily consisted of accelerated depreciation and asset write-offs related to the Beef and Prepared Foods segment network changes, severance and related costs and contract and lease termination costs.

The first nine month charges included $ 99 million that have resulted or will result in cash outflows and $ 96 million of non-cash charges.

In the third quarter of fiscal 2025, we recognized income of $ 83 million related to the network optimization plan, consisting of a gain of $ 107 million from the sale of storage facilities, partially offset by $ 24 million of charges.

For the first nine months of fiscal 2025, we recognized net charges of $ 33 million.

These charges primarily related to the closure of two facilities in the Prepared Foods segment, the closure of a non-harvesting facility in the Beef segment and asset write-offs in the Chicken, Prepared Foods and International segments.

The charges included $ 51 million that have resulted or will result in cash outflows and $ 89 million of non-cash charges.

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

Beef Pork Chicken Prepared Foods International Corporate Expenses Total

10 unchanged sentences

Total $ 128 $ 1 $ 12 $ 29 $ ( 1 ) $ 6 $ 195

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

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

Beef Pork Chicken Prepared Foods International Corporate Expenses Total

4 unchanged sentences

Contract and lease terminations 1 — 1 2 — — 4

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

Total Cost of Sales $ 48 $ — $ 3 $ ( 31 ) $ 11 $ — $ 31

3 unchanged sentences

Total $ 48 $ — $ 5 $ ( 31 ) $ 11 $ — $ 33

The following table reflects our liability related to the network optimization plan as of March 28, 2026 (in millions):

Balance at September 27, 2025 Expenses Payments Balance at March 28, 2026

Contract and lease terminations $ 31 $ 33 $ — $ 64

The following table reflects our liability related to the network optimization plan as of June 27, 2026 (in millions):

Balance at September 27, 2025 Expenses Payments Balance at June 27, 2026

Contract, lease and pension terminations $ 31 $ 55 $ ( 3 ) $ 83

Severance and related costs 3 49 ( 35 ) 17

Total $ 34 $ 104 $ ( 38 ) $ 100

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.

In July 2026, we completed the sale of our 40 % minority interest in a vertically-integrated Brazilian poultry producer, which was accounted for under the equity method, for $ 120 million including $ 84 million received at closing and $ 36 million to be paid in July 2027.

As a result of the sale, we do not expect to recognize a significant gain or loss in our fiscal year 2026 Consolidated Statement of Income.

Executive Leadership Transition

During the third quarter of fiscal 2026, we announced certain executive leadership changes, including the transition of our Chief Executive Officer and Chief Operating Officer from their respective roles, the appointment of their successors and the execution of a new employment agreement with the Chairman of our Board of Directors.

In connection with these transitions, we recognized charges of $ 73 million during the three and nine months ended June 27, 2026, consisting of $ 41 million of one-time cash payments and $ 32 million of severance and related charges.

These charges were recognized as corporate expenses within Selling, General and Administrative in our Consolidated Condensed Statements of Income.

Additionally, we expect to recognize charges of $ 29 million associated with these transitions in the fourth quarter of fiscal 2026.

Plant Closures and Disposals

The following table reflects our liability related to plant closures as of March 28, 2026 (in millions):

Balance at September 27, 2025 Plant Closure Charges Payments Balance at March 28, 2026

The following table reflects our liability related to plant closures as of June 27, 2026 (in millions):

Balance at September 27, 2025 Plant Closure Charges Payments Balance at June 27, 2026

Contract termination $ 72 $ — $ ( 14 ) $ 58

2 unchanged sentences

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

March 28, 2026 September 27, 2025

June 27, 2026 September 27, 2025

Revolving credit facility $ — $ —

26 unchanged sentences

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 March 28, 2026, amounts available for borrowing under this facility totaled $ 2.5 billion before deducting amounts to backstop our commercial paper program.

At March 28, 2026, we had no outstanding borrowings and no outstanding letters of credit issued under this facility.

At March 28, 2026, we had $ 83 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon.

At June 27, 2026, amounts available for borrowing under this facility totaled $ 2.5 billion before deducting amounts to backstop our commercial paper program.

At June 27, 2026, we had no outstanding borrowings and no outstanding letters of credit issued under this facility.

At June 27, 2026, we had $ 81 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.

6 unchanged sentences

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

At March 28, 2026, we have not made any borrowing under the facility.

At June 27, 2026, 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.

5 unchanged sentences

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.

At March 28, 2026, we had $ 30 million of commercial paper outstanding at a weighted average interest rate of 4.00 % with maturities of less than 5 days .

At June 27, 2026, we had no commercial paper outstanding.

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

Senior Note Repayments

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

During the third quarter and first nine months of fiscal 2026, we repurchased $ 50 million and $ 75 million, respectively, of senior notes on the open market.

Debt Covenants

12 unchanged sentences

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

We were in compliance with all debt covenants at March 28, 2026.

We were in compliance with all debt covenants at June 27, 2026.

Share Repurchases

As of March 28, 2026, 45.9 million shares remained available for repurchase under the Company's share repurchase program.

As of June 27, 2026, 45.4 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.

1 unchanged sentence

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Shares Dollars Shares Dollars Shares Dollars Shares Dollars

3 unchanged sentences

Total share repurchases 0.5 $ 35 0.4 $ 26 2.1 $ 127 0.7 $ 42

Our effective tax rates were 26.2 % and 51.0 % for the second quarter of fiscal 2026 and 2025, respectively, and 27.1 % and 25.1 % for the first six months of fiscal 2026 and 2025, respectively.

In all periods presented, the effective tax rates 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.

The effective tax rates for the second quarter and first six months of fiscal 2026 were increased by estimated foreign withholding tax on the repatriation of earnings of foreign subsidiaries.

The effective tax rates for the second quarter and first six months of fiscal 2025 were increased by changes in unrecognized tax benefits.

Additionally, the effective tax rate for the first six months 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 tax legislation enacted in the Netherlands in the first quarter of fiscal 2025.

Unrecognized tax benefits were $ 124 million and $ 168 million at March 28, 2026 and September 27, 2025, respectively.

Our effective tax rates were 30.1 % and 64.5 % for the third quarter of fiscal 2026 and 2025, respectively, and 28.2 % and 36.0 % for the first nine months of fiscal 2026 and 2025, respectively.

In all periods presented, the effective tax rates were higher than the federal statutory tax rate due to state taxes, partially offset by foreign valuation allowance releases.

Additionally, the effective tax rates for the third quarter and first nine months of fiscal 2026 were increased by non-deductible officer compensation, and 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.

Unrecognized tax benefits were $ 123 million and $ 168 million at June 27, 2026 and September 27, 2025, respectively.

The decrease is primarily due to the settlement of state and local audits during the second quarter of fiscal 2026.

6 unchanged sentences

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 March 28, 2026, the assessment totaled approximately $ 531 million ( 9.4 billion Mexican pesos), which included tax, inflation adjustment, interest and penalties.

At June 27, 2026, the assessment totaled approximately $ 537 million ( 9.4 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.

5 unchanged sentences

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 Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net income $ 186 $ 69 $ 540 $ 449

24 unchanged sentences

Class B $ 0.459 $ 0.450 $ 1.386 $ 1.359

Approximately 5 million and 6 million of our stock-based compensation shares were antidilutive for the three and six months ended March 28, 2026, respectively.

Approximately 6 million of our stock-based compensation shares were antidilutive for the three and six months ended March 29, 2025, respectively.

Approximately 4 million and 5 million of our stock-based compensation shares were antidilutive for the three and nine months ended June 27, 2026, respectively.

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

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

12 unchanged sentences

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 March 28, 2026.

No significant concentrations of credit risk existed at June 27, 2026.

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

in millions, except soybean meal tons Metric March 28, 2026 September 27, 2025

in millions, except soybean meal tons Metric June 27, 2026 September 27, 2025

Corn Bushels 64 93

9 unchanged sentences

Cash Flow Hedges

Derivative instruments are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production processes as well as interest rates to our variable rate debt.

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 March 28, 2026, we have net pretax gains of $ 15 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.

Based on market prices as of June 27, 2026, we have net pretax losses of $ 4 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.

Additionally, we have $ 8 million of realized losses related to treasury rate locks in connection with the issuance of the 2029 and 2048 Notes, which will be reclassified to earnings over the lives of these notes.

During the three and six months ended March 28, 2026 and March 29, 2025, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

During the three and nine months ended June 27, 2026 and June 28, 2025, 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 Six Months Ended

Gain (Loss) Recognized in OCI on Derivatives March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Three Months Ended Nine Months Ended

Gain (Loss) Recognized in OCI on Derivatives June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Cash flow hedge - derivatives designated as hedging instruments:

3 unchanged sentences

Our objective of these hedges is to minimize the risk of changes in fair value created by fluctuations in commodity prices associated with fixed price livestock firm commitments.

For these derivative instruments we designate and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings in the same period.

For the derivative instruments we designate and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings in the same period.

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 six months ended March 28, 2026, and March 29, 2025.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of March 28, 2026 and September 27, 2025 (in millions):

Consolidated Condensed Balance Sheets Classification March 28, 2026 September 27, 2025

Ineffectiveness related to fair value hedges was not significant for the three and nine months ended June 27, 2026 and June 28, 2025.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of June 27, 2026 and September 27, 2025 (in millions):

Consolidated Condensed Balance Sheets Classification June 27, 2026 September 27, 2025

Inventory $ 2 $ 65

5 unchanged sentences

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 Six Months Ended

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

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

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Cost of Sales $ 12,947 $ 12,743 $ 39,143 $ 37,745

2 unchanged sentences

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 Six Months Ended

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

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

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

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

29 unchanged sentences

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):

March 28, 2026 Level 1 Level 2 Level 3 Netting (a) Total

June 27, 2026 Level 1 Level 2 Level 3 Netting (a) Total

Other Current Assets:

26 unchanged sentences

(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 March 28, 2026, and September 27, 2025, we had $ 56 million and $ 187 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

Additionally, at June 27, 2026 and September 27, 2025, we had $ 54 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):

Six Months Ended

March 28, 2026 March 29, 2025

Nine Months Ended

June 27, 2026 June 28, 2025

Balance at beginning of year $ 27 $ 28

5 unchanged sentences

Balance at end of period $ 19 $ 27

Total gains (losses) for the six 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 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

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

14 unchanged sentences

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):

March 28, 2026 September 27, 2025

June 27, 2026 September 27, 2025

Cost Basis Fair

13 unchanged sentences

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 six months ended March 28, 2026, and March 29, 2025.

We recognized no direct write-offs or allowances for credit losses in earnings for the nine months ended June 27, 2026 and June 28, 2025.

Deferred Compensation Assets

9 unchanged sentences

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 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.

In the first quarter of fiscal 2026, we recorded impairment charges of $ 75 million in Other, net in the Consolidated Condensed 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 six months ended March 28, 2026 and March 29, 2025.

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.

This charge was recorded in Cost of Sales in the Consolidated Condensed Statements of Income and was derived using Level 3 inputs and was 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 27, 2026 and June 28, 2025.

Other Financial Instruments

1 unchanged sentence

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

March 28, 2026 September 27, 2025

June 27, 2026 September 27, 2025

Fair Value Carrying Value Fair Value Carrying Value

2 unchanged sentences

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

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

9 unchanged sentences

Total other comprehensive income (loss) $ ( 23 ) $ 6 $ ( 17 ) $ 66 $ ( 2 ) $ 64 $ 24 $ ( 2 ) $ 22 $ ( 12 ) $ — $ ( 12 )

(a) Before and after tax translation adjustment for the three months ended March 28, 2026 included $( 5 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests.

Before and after tax translation adjustment for the six months ended March 29, 2025 included $( 7 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests.

The six months ended March 28, 2026 and the three months ended March 29, 2025 did no t include any Comprehensive Income (Loss) Attributable to Noncontrolling Interests.

(a) Before and after tax translation adjustment for the three and nine months ended June 27, 2026 each included $( 1 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests.

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.

SEGMENT REPORTING

39 unchanged sentences

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

Three months ended March 28, 2026

Three months ended June 27, 2026

Beef Pork Chicken Prepared Foods International Intersegment Total

Sales $ 5,205 $ 1,579 $ 4,286 $ 2,511 $ 577 $ ( 505 ) $ 13,653

$ 5,391 $ 1,580 $ 4,255 $ 2,557 $ 601 $ ( 516 ) $ 13,868

Segment Cost of Sales 5,511 1,511 3,771 2,125 526 ( 516 )

1 unchanged sentence

Restructuring and related charges 4 — 1 9 — —

Legal contingency accruals — — 16 — — —

Segment Operating Income (Loss) $ ( 142 ) $ 60 $ 389 $ 312 $ 48 $ — $ 667

5 unchanged sentences

Interest expense 98

Other, net ( 13 )

Income (Loss) before Income Taxes $ 266

4 unchanged sentences

Total Assets 3,490 1,607 11,949 14,662 1,819 2,085 35,612

Three months ended March 29, 2025

Three months ended June 28, 2025

Beef Pork Chicken Prepared Foods International Intersegment Total

$ 5,196 $ 1,244 $ 4,141 $ 2,396 $ 566 $ ( 469 ) $ 13,074

Sales $ 5,603 $ 1,506 $ 4,220 $ 2,515 $ 557 $ ( 517 ) $ 13,884

Segment Cost of Sales 5,698 1,446 3,665 2,065 482 ( 517 )

Segment Selling, General and Administrative 21 10 107 116 30 —

Facility fire related costs (insurance proceeds) — — — — ( 14 ) —

Restructuring and related charges — — ( 27 ) ( 56 ) — —

Plant closure and disposal charges — — — — ( 6 ) —

Goodwill and intangible impairments 343 — — — — —

Segment Operating Income (Loss) $ ( 459 ) $ 50 $ 475 $ 390 $ 65 $ — $ 521

12 unchanged sentences

Total Assets 3,485 1,571 11,842 14,795 1,853 2,918 36,464

Six months ended March 28, 2026

Nine months ended June 27, 2026

Beef Pork Chicken Prepared Foods International Intersegment Total

17 unchanged sentences

Additions to property, plant and equipment 68 35 291 120 22 20 556

Six months ended March 29, 2025

Nine months ended June 28, 2025

Beef Pork Chicken Prepared Foods International Intersegment Total

2 unchanged sentences

Segment Selling, General and Administrative 76 27 324 295 81 —

Facility fire related costs (insurance proceeds) — — — — ( 14 ) —

Restructuring and related charges 48 — 5 ( 31 ) 11 —

Plant closure and disposal charges — — 23 — ( 6 ) —

Goodwill and intangible impairments 343 — — — — —

Segment Operating Income (Loss) $ ( 707 ) $ ( 58 ) $ 1,302 $ 1,016 $ 154 $ — $ 1,707

11 unchanged sentences

Additions to property, plant and equipment 118 39 359 111 35 29 691

(a) Includes $ 90 million and $ 60 million of legal contingency accruals for the Beef and Pork segments, respectively, for the six months ended March 28, 2026.

Includes $ 93 million and $ 250 million of legal contingency accruals for the Beef and Pork segments, respectively, for the three and six months ended March 29, 2025.

(b) Includes $ 3 million and $ 6 million of restructuring and related charges for the three and six months ended March 28, 2026, respectively.

(c) Includes $ 6 million and $ 12 million of accelerated amortization related to brand and product line discontinuations for the three and six months ended March 29, 2025, respectively.

(a) Includes a $ 98 million legal contingency accrual for the Chicken segment for the three and nine months ended June 27, 2026.

Includes $ 90 million and $ 60 million of legal contingency accruals for the Beef and Pork segments, respectively, for the nine months ended June 27, 2026 .

Includes $ 93 million and $ 250 million of legal contingency accruals for the Beef and Pork segments, respectively, for the nine months ended June 28, 2025.

(b) Includes $ 6 million of restructuring and related charges for the nine months ended June 27, 2026.

Includes $ 73 million of executive leadership transition charges for the three and nine months ended June 27, 2026.

(c) Includes $ 5 million and $ 17 million of accelerated amortization related to brand and product line discontinuations for the three and nine months ended June 28, 2025, respectively.

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

Three months ended March 28, 2026

Three months ended June 27, 2026

Foodservice (e)

9 unchanged sentences

Total $ 6,449 $ 4,159 $ 1,752 $ 1,508 $ 13,868 $ — $ 13,868

Three months ended March 29, 2025

Three months ended June 28, 2025

Foodservice (e)

9 unchanged sentences

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

Six months ended March 28, 2026

Nine months ended June 27, 2026

Foodservice (e)

9 unchanged sentences

Total $ 19,575 $ 12,618 $ 5,290 $ 4,351 $ 41,834 $ — $ 41,834

Six months ended March 29, 2025

Nine months ended June 28, 2025

Foodservice (e)

13 unchanged sentences

(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, for the six months ended March 28, 2026, the Beef and Pork segments included $ 90 million and $ 60 million , respectively, reduction in Other due to the recognition of legal contingency ac cruals.

For the three and six months ended March 29, 2025, the Beef and Pork segments included $ 93 million and $ 250 million, respectively, reduction in Other due to the recognition of legal contingency ac cruals.

A dditionally , for the three and nine months ended June 27, 2026, the Chicken segment included $ 98 million reduction in Other due to the recognition of a legal contingency accrual.

For the nine months ended June 27, 2026, the Beef and Pork segments included $ 90 million and $ 60 million , respectively, reduction in Other due to the recognition of legal contingency ac cruals.

For the nine months ended June 28, 2025, the Beef and Pork segments included $ 93 million and $ 250 million, respectively, reduction in Other 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 6 years, and the maximum potential amount of future payments as of March 28, 2026, was not significant.

The remaining terms of the underlying obligations cover periods up to 5 years, and the maximum potential amount of future payments as of June 27, 2026 was not significant.

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

At March 28, 2026 and September 27, 2025, no significant liabilities for guarantees were recorded.

At June 27, 2026 and September 27, 2025, no significant liabilities for guarantees were recorded.

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

3 unchanged sentences

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 March 28, 2026 was approximately $ 155 million.

At March 28, 2026 and September 27, 2025, we did not have significant net receivables outstanding under these programs.

The potential maximum commitment as of June 27, 2026 was approximately $ 155 million.

At June 27, 2026 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 March 28, 2026 and September 27, 2025.

We had no deposits at June 27, 2026 and September 27, 2025.

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

1 unchanged sentence

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 March 28, 2026, the total amount under these types of arrangements totaled $ 806 million.

At June 27, 2026, the total amount under these types of arrangements totaled $ 806 million.

Contingencies

23 unchanged sentences

On February 11, 2025, the Court denied the defendants’ motion to dismiss the allegations brought by the Track Two plaintiffs.

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 in September 2027.

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

Fact discovery in Track Two is now complete, and expert discovery has begun.

The Court has 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.

25 unchanged sentences

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.

At March 28, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 46 million and $ 64 million, respectively.

During the three and six months ended March 28, 2026 and March 29, 2025, the Company did not record any contingency accruals for claims related to these matters.

Additionally, during the first six months of fiscal 2026 and fiscal 2025, the Company reduced its total recorded legal contingency accrual by $ 18 million and $ 21 million, respectively, for amounts it had paid related to these matters.

At June 27, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 139 million and $ 64 million, respectively.

During the three and nine months ended June 27, 2026, the Company increased the contingency accrual for claims related to these matters by $ 98 million and did not record any contingency accruals during the same periods ended June 28, 2025 .

Additionally, during the first nine months of fiscal 2026 and fiscal 2025, the Company reduced its total recorded legal contingency accrual by $ 23 million and $ 22 million, respectively, 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.

16 unchanged sentences

The Company anticipates multiple trials in this matter in various federal districts.

The first of these trials is scheduled to begin in May 2026 and involves civil claims brought by the United States Department of Justice and several state attorneys general against Agri Stats.

The Company is not a party to this trial.

The first of these trials was scheduled to begin in May 2026 and involved civil claims brought by the United States Department of Justice and several state attorneys general against Agri Stats.

The parties reached settlements and therefore the trial was cancelled.

The next trial is scheduled to begin in September 2026.

The Company has resolved the claims brought by the plaintiffs in this trial and will therefore not participate in the trial.

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.

4 unchanged sentences

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 March 28, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $ 144 million and $ 268 million, respectively.

On April 24, 2026, the Court granted preliminary approval of this settlement.

At June 27, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $ 83 million and $ 268 million, respectively.

In the first quarter of fiscal 2026, the Company increased the contingency accrual for claims related to this matter by $ 60 million.

Additionally, during the first six months of fiscal 2026, the Company reduced its recorded legal contingency accrual by $ 184 million for amounts paid related to this matter.

During the three and six months ended March 29, 2025, the Company increased the contingency accrual for claims related to this matter by $ 250 million and did not record any payments .

Additionally, during the first nine months of fiscal 2026, the Company reduced its recorded legal contingency accrual by $ 245 million for amounts paid related to this matter.

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.

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.

8 unchanged sentences

These cases have been transferred to the United States District Court for the District of Minnesota for pretrial purposes.

The fact discovery phase ended in early April 2025, and the parties are now engaged in expert discovery.

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

The fact discovery phase ended in early April 2025.

The putative classes filed motions for class certification on September 25, 2024.

On July 16, 2026, the Court issued an order granting certain motions for class certification and denying others.

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.

1 unchanged sentence

The Company paid the settlement on November 26, 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.

The Company paid the settlement on January 7, 2026.

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.

The Court granted preliminary approval to this settlement on May 14, 2026.

The Company had paid the settlement on January 7, 2026.

The Court granted preliminary approval to this settlement on May 6, 2026, and the Company paid the settlement on June 2, 2026.

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.

9 unchanged sentences

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

At March 28, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Beef Antitrust Civil Litigation matter described above was $ 267 million and $ 318 million, respectively.

At June 27, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Beef Antitrust Civil Litigation matter described above was $ 215 million and $ 318 million, respectively.

In the first quarter of fiscal 2026, the Company increased the contingency accrual for claims related to this matter by $ 90 million.

Additionally, during the first six months of fiscal 2026, the Company reduced its recorded legal contingency accrual by $ 141 million for amounts paid related to this matter.

During the three and six months ended March 29, 2025, the Company increased the contingency accrual for claims related to this matter by $ 93 million and did not record any payments .

Additionally, during the first nine months of fiscal 2026, the Company reduced its recorded legal contingency accrual by $ 193 million for amounts paid related to this matter.

During the nine months ended June 28, 2025, the Company increased the contingency accrual for claims related to this matter by $ 93 million and did not record any payments .

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.

17 unchanged sentences

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.

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.

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.

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.

22 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 1. Financial Statements