What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-03 compared with 2026-05-04 · 229 added, 201 removed, 309 unchanged (58% of the section changed)

29 unchanged sentences

and operating efficiencies of our facilities.

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.

Sales were relatively flat in the third quarter of fiscal 2026 as decreased sales in our Beef segment were largely offset by increased sales in all other segments.

Operating income of $362 million for the third quarter of fiscal 2026 increased $102 million compared to the same period last year, as we experienced higher segment operating income in our Beef and Pork segments, partially offset by lower segment operating income in our Chicken, Prepared Foods and International segments and increased corporate expenses.

In the third quarter of fiscal 2026, our operating income was impacted by a $98 million legal contingency accrual, $73 million of executive leadership transition charges and $14 million of restructuring and related charges.

In the third quarter of fiscal 2025, our operating income was impacted by a $343 million goodwill impairment charge, partially offset by $83 million of income related to restructuring and related activities, net of charges, including a gain on the sale of storage facilities.

Sales grew 3%, or $1,253 million, in the first nine months of fiscal 2026, driven by increased sales in all segments.

Operating income of $1,099 million for the first nine months of fiscal 2026 increased 17% compared to the same period last year, as we experienced higher segment operating income in our Beef, Pork and Chicken segments, partially offset by lower segment operating income in our Prepared Foods and International segments and increased corporate expenses.

In the first nine months of fiscal 2026, our operating income was impacted by $269 million of legal contingency accruals, $175 million of restructuring and related charges and $73 million of executive leadership transition charges.

In the first nine months of fiscal 2025, our operating income was impacted by a $343 million goodwill impairment charge, $343 million of legal contingency accruals, $33 million of restructuring and related charges, $17 million of brand and product line discontinuation charges and $17 million of plant closures and disposal charges.

Market Environment

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.

According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) increased in the third quarter of fiscal 2026 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.

Additionally, uncertainty exists regarding the timing of the anticipated cattle herd rebuilding.

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

The Chicken segment experienced reduced feed ingredient costs.

Additionally, uncertainty exists regarding the timing of the cattle herd rebuilding.

The Pork segment experienced adequate supply of market-ready hogs and decreased hog costs in the third quarter.

The Chicken segment experienced moderating 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.

Geopolitical tensions in the Middle East have increased volatility in global energy and commodity markets, whi ch have affected our cost structure, including transportation, freight, energy and cooking oil.

Although these conditions have not had a material adverse effect on our results to date, continued or heightened volatility could result in significant 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.

1 unchanged sentence

As a result of changes in trade policies and tariffs both domestically and internationally, we may experience some sales disruptions and other impacts associated with tariffs.

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 3.2% in the second quarter of fiscal 2026.

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

Our total operating margin for the third quarter of fiscal 2026 was 2.6%.

Segment operating margins were as follows:

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Our strategy is to deliver margins in the core protein business by driving efficiencies and valuing-up offerings to better serve consumers;

grow branded portfolio by innovating new occasions, categories and channels;

grow our branded portfolio by innovating new occasions, categories and channels;

and scale in international markets by delivering profitable value-added food offerings in high growth categories.

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

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.

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

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.

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

For further description, refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 5:

Restructuring and Related Charges.

Summary of Results

in millions Three Months Ended Six Months Ended

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

in millions 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

Sales growth (0.1) % 3.1 %

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.

Third quarter – Fiscal 2026 vs Fiscal 2025

• Sales Volume – Sales were negatively impacted by lower sales volume, which accounted for a decrease in Sales of $392 million , 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 in Sales of $474 million , driven by price increases in all segments except Pork.

• The change in average sales price excludes a $98 million reduction of Sales from the recognition of a legal contingency accrual in the third quarter of fiscal 2026.

Nine months – Fiscal 2026 vs Fiscal 2025

• Sales Volume – Sales were negatively impacted by lower sales volume, which accounted for a decrease in Sales of $746 million , 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 in Sales of $1,904 million , driven by price increases in all segments.

• The change in average sales price excludes $248 million and $343 million reduction of Sales from the recognition of legal contingency accruals in the nine months ended June 27, 2026 and June 28, 2025, respectively.

Cost of Sales

in millions Three Months Ended Six Months Ended

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

in millions 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

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Cost of sales as a percentage of sales 93.4 % 91.8 % 93.6 % 93.0 %

Second quarter – Fiscal 2026 vs Fiscal 2025

Third quarter – Fiscal 2026 vs Fiscal 2025

• Cost of sales increased $204 million.

Lower sales volume decreased cost of sales $360 million, while higher input cost per pound increased cost of sales by $564 million.

• The $505 million impact of higher input cost per pound was impacted by:

• The $564 million impact of higher input cost per pound was driven by:

• Increase in cattle costs of approximately $525 million in our Beef segment.

• 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 $105 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

• Increase of $97 million related to restructuring and related charges.

• Increase of $40 million for a lower of cost or net realizable va lue inventory adjustment in our Beef segment.

• Increase in raw material and other input costs of approximately $30 million in our Prepared Foods segment.

• Decrease in hog costs of approximately $25 million in our Pork segment.

• The 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.

Nine months – Fiscal 2026 vs Fiscal 2025

• Cost of sales increased $1,398 million.

Lower sales volume decreased cost of sales by $688 million, while higher input cost per pound increased cost of sales by $2,086 million.

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

• The $2,086 million impact of higher input cost per pound was driven by:

• Increase in cattle costs of approximately $1,975 million in our Beef segment.

• Increase in raw material and other input costs of approximately $190 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 $150 million.

• Increase of $130 million related to restructuring and related charges.

• Increase of $40 million for a lower of cost or net realizable va lue inventory adjustment in our Beef segment.

• Increase in hog costs of approximately $30 million in our Pork segment.

• 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.

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

• Decrease due to net derivative losses of $4 million in the first nine months of fiscal 2026 compared to net derivative losses of $50 million in the first nine months of fiscal 2025, both due to our risk management activities.

• Decrease of $17 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.

• The 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 Six Months Ended

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

in millions Three Months Ended Nine Months Ended

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

Selling, general and administrative expense $ 559 $ 538 $ 1,592 $ 1,553

As a percentage of sales 4.0 % 3.9 % 3.8 % 3.8 %

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:

Third quarter – Fiscal 2026 vs Fiscal 2025

• Increase of $21 million in selling, general and administrative expenses was primarily driven by:

• Increase of $73 million related to executive leadership transition charges recognized in fiscal 2026.

• Decrease of $40 million in team member costs, primarily from performance-based compensation and gains related to deferred compensation.

• Decrease of $10 million in amortization, primarily from brand and product line discontinuations in the prior year.

Nine months – Fiscal 2026 vs Fiscal 2025

• Increase of $39 million in selling, general and administrative expenses was primarily driven by:

• Increase of $73 million related to executive leadership transition charges recognized in fiscal 2026.

• Increase of $51 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.

• Increase of $12 million in restructuring and related charges.

• Decrease of $53 million in team member costs, primarily from performance-based compensation.

• Decrease of $31 million in amortization, primarily from brand and product line discontinuations in the prior year.

• Decrease of $18 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 $16 million in professional fees.

Goodwill Impairment

in millions Three Months Ended Nine Months Ended

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

Goodwill Impairment $ — $ 343 $ — $ 343

Third quarter and nine months – Fiscal 2026 vs Fiscal 2025

• We recorded a $343 million goodwill impairment charge in the Beef segment in the third quarter of fiscal 2025.

Interest (Income) Expense

in millions Three Months Ended Six Months Ended

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

in millions Three Months Ended Nine Months Ended

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

Interest income $ (6) $ (15) $ (27) $ (57)

Interest expense 98 113 299 343

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.

Third quarter and nine months – Fiscal 2026 vs Fiscal 2025

• The decrease in interest income for the third quarter and nine months ended June 27, 2026 was primarily due to lower average cash and cash equivalents held.

• The decrease in interest expense for the third quarter and nine months ended June 27, 2026 was primarily due to lower interest expense related to the repayment of the March 2026 Notes in the second quarter of fiscal 2026, partially offset by the issuance of the February 2036 Notes in the second quarter of fiscal 2026.

Additionally, the nine months ended benefited from the repayment of term loans in the second quarter of fiscal 2025.

Other (Income) Expense, net

in millions Three Months Ended Six Months Ended

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

in millions Three Months Ended Nine Months Ended

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

Total other (income) expense, net $ 4 $ (31) $ 75 $ (47)

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.

Third quarter and nine months – Fiscal 2026

• Included $18 million of restructuring and related charges and $10 million of foreign exchange losses, partially offset by $27 million of joint venture earnings in the third quarter of fiscal 2026.

Included $75 million impairment of equity investments and $20 million of restructuring and related charges, partially offset by $29 million of joint venture earnings in the first nine months of fiscal 2026.

Third quarter and nine months – Fiscal 2025

• Included $23 million of joint venture earnings and $11 million of foreign exchange gains in the third quarter of fiscal 2025.

Included $50 million of joint venture earnings and $7 million of fire insurance proceeds, partially offset by $7 million of foreign exchange losses in the first nine months of fiscal 2025.

Effective Tax Rate

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 %

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.

Three Months Ended Nine Months Ended

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

Effective tax rate 30.1 % 64.5 % 28.2 % 36.0 %

Third quarter – Fiscal 2026 vs Fiscal 2025

• The decrease in the effective tax rate for the third quarter of fiscal 2026 was due to a $343 million non-deductible goodwill impairment in the third quarter of fiscal 2025, partially offset by non-deductible officer compensation expense in the third quarter of fiscal 2026.

Nine months – Fiscal 2026 vs Fiscal 2025

• The decrease in the effective tax rate for the first nine months of fiscal 2026 was due to a $343 million non-deductible goodwill impairment in the third quarter of fiscal 2025.

Net Income Attributable to Tyson

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

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

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

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

Net income attributable to Tyson $ 182 $ 61 $ 527 $ 427

Net income attributable to Tyson – per diluted share 0.52 0.17 1.49 1.20

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.

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

• $98 million pretax, or ($0.20) per diluted share, of legal contingency accruals.

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

• $73 million pretax, or ($0.21) per diluted share, related to the executive leadership transition charges (non-tax deductible).

• $32 million pretax, or ($0.06) per diluted share, of restructuring and related charges.

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

• $269 million pretax, or ($0.57) per diluted share, of legal contingency accruals.

• $195 million pretax, or ($0.41) per diluted share, of restructuring and related charges.

• $73 million pretax, or ($0.21) per diluted share, related to the executive leadership transition charges (non-tax deductible).

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

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.

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

• $343 million pretax, or ($0.96) per diluted share, related to a goodwill impairment (non-tax deductible).

• $83 million pretax, or $0.18 per diluted share, of restructuring and related gains, net of charges.

• $14 million pretax, or $0.04 per diluted share, of production facility fire insurance proceeds, net of costs.

• $6 million pretax, or $0.01 per diluted share, of plant closure and disposal income, net of charges.

• $5 million pretax, or ($0.01) per diluted share, of brand and product line discontinuations.

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

• $343 million pretax, or ($0.96) per diluted share, related to a goodwill impairment (non-tax deductible).

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

• $33 million pretax, or ($0.08) per diluted share, of restructuring and related charges.

• $17 million pretax, or ($0.04) per diluted share, of brand and product line discontinuations.

• $17 million pretax, or ($0.04) 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.

• $21 million pretax, or $0.08 per diluted share, of facility fire related insurance proceeds, net of costs.

Segment Results

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

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

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

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

in millions Sales

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

Beef $ 5,391 $ 5,603 $ 16,367 $ 16,134

6 unchanged sentences

in millions Segment Operating Income (Loss)

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

Beef $ (142) $ (459) $ (701) $ (707)

8 unchanged sentences

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

The following table is a summary of the expenses impacting comparability by segment, corporate expenses and amortization (in millions):

The following table summarizes expenses impacting comparability by segment, as well as corporate expenses and amortization (in millions):

Segment Operating Income (Loss) Operating Income (Loss)

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

Second Quarter of Fiscal 2026

Third Quarter of Fiscal 2026:

Restructuring and related charges $ 4 $ — $ 1 $ 9 $ — $ — $ — $ 14

Legal contingency accruals — — 98 — — — — 98

Second Quarter of Fiscal 2025

Executive leadership transition charges — — — — — 73 — 73

Third Quarter of Fiscal 2025:

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

Brand and product line discontinuations — — — — — — 5 5

Restructuring and related charges — — (27) (56) — — — (83)

Legal contingency accruals 93 250 — — — — — 343

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

Six Months of Fiscal 2026

Goodwill and intangible impairments 343 — — — — — — 343

Nine Months of Fiscal 2026:

Restructuring and related charges 128 1 12 29 (1) 6 — 175

Legal contingency accruals 90 60 114 — 5 — — 269

Six Months of Fiscal 2025

Executive leadership transition charges — — — — — 73 — 73

Nine Months of Fiscal 2025:

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

Brand and product line discontinuations — — — — — — 17 17

2 unchanged sentences

Plant closure and disposal charges — — 23 — (6) — — 17

Goodwill and intangible impairments 343 — — — — — — 343

Beef Segment Results

in millions Three Months Ended Six Months Ended

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

in millions Three Months Ended Nine Months Ended

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

Sales $ 5,391 $ 5,603 $ (212) $ 16,367 $ 16,134 $ 233

3 unchanged sentences

Segment operating margin (2.6) % (8.2) % (4.3) % (4.4) %

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.

Third quarter and nine months – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume decreased in the third quarter and first nine 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 third quarter and first nine months of fiscal 2026 primarily due to increased input costs and strong demand.

The change in average sales price for the nine months ended fiscal 2026 and fiscal 2025 excludes the impact of $90 million and $93 million, respectively, of legal contingency accruals recognized as reductions to Sales.

• Segment Operating Income (Loss) - Segment operating loss decreased in the third quarter and first nine months of fiscal 2026 primarily due to the absence of a goodwill impairment charge recognized in fiscal 2025 and the benefits of network optimization, partially offset by compressed beef margins, a $40 million lower of cost or net realizable value inventory adjustment in the third quarter of fiscal 2026, increased restructuring and related charges and higher freight and transportation costs.

In the third quarter and first nine months of fiscal 2026, Beef had net derivative losses of $21 million and $33 million, respectively, compared to net derivative gains of $12 million and $35 million in the third quarter and first nine months of fiscal 2025, respectively, due to our risk management activities, which exclude offsetting impacts from related physical purchase transactions.

Pork Segment Results

in millions Three Months Ended Six Months Ended

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

in millions Three Months Ended Nine Months Ended

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

Sales $ 1,580 $ 1,506 $ 74 $ 4,768 $ 4,367 $ 401

3 unchanged sentences

Segment operating margin 3.8 % 3.3 % 3.2 % (1.3) %

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.

Third quarter and nine months – Fiscal 2026 vs Fiscal 2025

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

• Average Sales Price - Average sales price slightly decreased in the third quarter of fiscal 2026 primarily driven by lower input costs and increased in the first nine months of fiscal 2026 primarily driven by higher input costs.

The change in average sales price for the nine months ended fiscal 2026 and fiscal 2025 excludes the impact of $60 million and $250 million, respectively, of legal contingency accruals recognized as reductions to Sales.

• Segment Oper ating Income (Loss) - Segment operating income increased for the first nine months of fiscal 2026 primarily due to lower legal contingency accruals recorded in fiscal 2026 compared to fiscal 2025.

Additionally, the increase in segment operating income in the third quarter and first nine months of fiscal 2026 benefited from increased sales volume, partially offset by increased operating costs.

Chicken Segment Results

in millions Three Months Ended Six Months Ended

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

in millions Three Months Ended Nine Months Ended

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

Sales $ 4,255 $ 4,220 $ 35 $ 12,753 $ 12,426 $ 327

3 unchanged sentences

Segment operating margin 9.1 % 11.3 % 10.5 % 10.5 %

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.

Third quarter and nine months – Fiscal 2026 vs Fiscal 2025

• Sales Volume - Sales volume increased in the third quarter and first nine months of fiscal 2026 primarily due to increased domestic producti on.

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

The change in average sales price for the third quarter and first nine months of fiscal 2026 excludes the impact of a $98 million legal contingency accrual recognized as a reduction to Sales.

• Segment Operating Income -

Third quarter – Fiscal 2026 vs Fiscal 2025

• Segment operating income in the third quarter decreased due to the recognition of a legal contingency accrual in fiscal 2026, higher freight and transportation costs and higher restructuring and related charges due to the absence of a gain on the sale of storage facilities recognized in the third quarter of fiscal 2025.

These decreases were partially offset by improved live and breeding stock performance and increased sales volume.

Nine months – Fiscal 2026 vs Fiscal 2025

• Segment operating income in the first nine months increased due to improved live and breeding stock performance, lower feed ingredient costs and the absence of plant closure and disposal charges recognized in fiscal 2025, partially offset by legal contingency accruals recorded in fiscal 2026, higher freight and transportation costs and higher restructuring and related charges due to the absence of a gain on the sale of storage facilities recognized in the third quarter of fiscal 2025.

In the first nine months of fiscal 2026, Chicken had net derivative gains of $12 million compared to net derivative losses of $64 million in the first nine months 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 Six Months Ended

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

in millions Three Months Ended Nine Months Ended

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

Sales $ 2,557 $ 2,515 $ 42 $ 7,741 $ 7,384 $ 357

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Segment operating margin 12.2 % 15.5 % 12.7 % 13.8 %

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.

Third quarter and nine months – Fiscal 2026 vs Fiscal 2025

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

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

• Segment Operating Income – Segment operating income decreased in the third quarter and first nine months of fiscal 2026 due to higher restructuring and related charges resulting from the absence of a gain on the sale of storage facilities recognized in the third quarter of fiscal 2025, higher raw material, freight and transportation costs and increased marketing, advertising and promotional spend.

These decreases were partially offset by higher average sales pri ce and improved operational execution .

International Segment Results

in millions Three Months Ended Six Months Ended

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

in millions Three Months Ended Nine Months Ended

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

Sales $ 601 $ 557 $ 44 $ 1,760 $ 1,707 $ 53

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Segment operating margin 8.0 % 11.7 % 7.2 % 9.0 %

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.

Third quarter and nine months – Fiscal 2026 vs Fiscal 2025

• Sales – Sales increased in the third quarter and first nine months of fiscal 2026 as the increase in average sales price and impact from foreign exchange translation gains more than offset the decrease in sales volume.

• Segment Operating Income – Segment operating income decreased in the third quarter and first nine months of fiscal 2026 due to increased input costs and the absence of insurance proceeds from facility fire related costs and remuneration recognized from plant closure and disposal charges in fiscal 2025 , partially offse t by improved performance .

Additionally, segment operating income in the first nine months of fiscal 2026 was impacted by a legal contingency accrual recognized in the first quarter of fiscal 2026 and benefited from lower restructuring and related charges.

Corporate Expenses and Amortization

in millions Three Months Ended Six Months Ended

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

in millions Three Months Ended Nine Months Ended

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

Corporate Expenses $ (251) $ (197) $ (54) $ (642) $ (574) $ (68)

Amortization (54) (64) 10 (162) (193) 31

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.

Third quarter and nine months – Fiscal 2026 vs Fiscal 2025

• Corporate Expenses –

Third quarter – Fiscal 2026 vs Fiscal 2025

• Corporate expenses increased in the third quarter of fiscal 2026 primarily due to $73 million of executive leadership transition charges recognized in fiscal 2026, which were partially offset by $8 million of increased gains related to deferred compensation and lower team member costs primarily from performance-based compensation.

Nine months – Fiscal 2026 vs Fiscal 2025

• Corporate expenses increased in the first nine months of fiscal 2026 primarily due to $73 million of executive leadership transition charges recognized in fiscal 2026 and a $15 million legal settlement gain recognized in fiscal 2025, with no corresponding income in fiscal 2026, which were partially offset by decreased professional fees, a $7 million gain on the sale of a corporate asset and lower team member costs primarily from performance-based compensation.

• Amortization – Amortization decreased in the third quarter and first nine months of fiscal 2026 primarily due to the lapping of $5 million and $17 million of accelerated amortization related to brand and product line discontinuation charges in the third quarter and first nine months of fiscal 2025, respectively.

LIQUIDITY AND CAPITAL RESOURCES

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Cash Flows from Operating Activities

in millions Six Months Ended

March 28, 2026 March 29, 2025

in millions Nine Months Ended

June 27, 2026 June 28, 2025

Net income $ 540 $ 449

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Net cash provided by operating activities $ 1,469 $ 1,620

• 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.

• Non-cash items in net income primarily included depreciation and amortization of $1,055 million and $1,029 million for the nine months ended June 27, 2026 and June 28, 2025, respectively, impairment of equity investments of $75 million for the nine months ended June 27, 2026 and a $343 million goodwill impairment in the first nine months ended June 28, 2025.

• Cash provided by operating activities for the first nine months of fiscal 2026 was $1,469 million, a decrease of $151 million compared to the first nine months of fiscal 2025, as the $48 million of higher earnings, net of non-cash items, was more than offset by a $199 million decrease in cash provided by the net changes in operating assets and liabilities, which were primarily impacted by:

• A decrease of $254 million due to a decrease in the net changes in other operating assets and liabilities of $267 million in the first nine months of fiscal 2026, compared to a decrease of $13 million in the first nine months of fiscal 2025, primarily due to an increase in payments of accrued legal contingencies.

• A decrease of $224 million due to a decrease in income taxes payable/receivable of $155 million in the first nine months of fiscal 2026, compared to an increase of $69 million in the first nine months of fiscal 2025, primarily due to lower taxable income and 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.

• An increase of $245 million due to an increase in accounts payable of $240 million in the first nine months of fiscal 2026, compared to a decrease of $5 million in the first nine months of fiscal 2025, primarily due to an increase in days payable outstanding.

• An increase of $115 million due to a decrease in accounts receivable of $67 million in the first nine months of fiscal 2026, compared to an increase of $48 million in the first nine months of fiscal 2025, primarily due to the timing of higher sales at the end of fiscal year 2025.

Cash Flows from Investing Activities

in millions Six Months Ended

March 28, 2026 March 29, 2025

in millions Nine Months Ended

June 27, 2026 June 28, 2025

Additions to property, plant and equipment $ (556) $ (691)

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• We expect capital expenditures of $0.7 billion to $0.9 billion in fiscal 2026.

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

• 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.

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

• Proceeds from sale of storage facilities related to the sale of multiple Tyson-owned and operated cold storage facilities.

Cash Flows from Financing Activities

in millions Six Months Ended

March 28, 2026 March 29, 2025

in millions Nine Months Ended

June 27, 2026 June 28, 2025

Proceeds from issuance of debt $ 564 $ 63

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Net cash used for financing activities $ (1,546) $ (1,377)

• 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.

• During the first nine 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 nine months ended June 27, 2026, payments on debt using cash on hand and proceeds received from issuance of debt included a $440 million repayment of the outstanding term loan due May 2028, an $800 million repayment of the outstanding March 2026 Notes and $75 million of repurchases of senior notes on the open market.

Payments on debt during the nine months ended June 28, 2025 included a $750 million payment on our term loan due May 2026.

• Dividends paid during the nine months ended June 27, 2026 reflected a 2% increase to our fiscal 2025 quarterly dividend rate.

• Subsequent to June 27, 2026, the Company repurchased an additional 0.9 million shares of its Class A common stock on the open market for an aggregate purchase price of approximately $49 million under its existing share repurchase program.

Expiration Date Facility

3 unchanged sentences

Borrowed Amount

March 28, 2026

June 27, 2026

Cash and cash equivalents $ 740

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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 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.

• At June 27, 2026, we had current debt of $1,427 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 six months ended March 28, 2026.

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

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

We had no borrowings under the revolving credit facility during the nine months ended June 27, 2026.

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

The facility will mature and the commitment thereunder will terminate in December 2028.

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

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

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

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

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

The facility contains 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 or nine months ended June 27, 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 1.8 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.

• Our ratio of short-term assets to short-term liabilities ("current ratio") was 1.4 to 1 at June 27, 2026 and 1.6 to 1 at September 27, 2025.

The decrease in fiscal 2026 is primarily due to the reclassification of the June 2027 Notes from long-term debt to current debt and decreased cash and cash equivalents, partially offset by decreased other current liabilities.

• At June 27, 2026, $480 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.

We manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed.

We intend to repatriate excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest outside of the United States the remainder of cash held by foreign subsidiaries.

We intend to repatriate excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest the remainder of cash held by foreign subsidiaries outside of the United States.

We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.

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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 provide additional liquidity.

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

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

At June 27, 2026, amounts available for borrowing under our revolving credit and term loan facilities totaled $3.3 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 March 28, 2026, we had $30 million of commercial paper outstanding under this program.

As of June 27, 2026, we had no commercial paper outstanding under this program.

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

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Revolving Credit Facility

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”).

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 S&P Global Ratings, a division of S&P Global Inc., and its successors (“S&P”) and Moody’s Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors (“Moody’s”).

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

1 unchanged sentence

A3/A- or above 0.090 % 0.785 %

Baal/BBB+ 0.100 % 0.900 %

Baa1/BBB+ 0.100 % 0.900 %

Baa2/BBB (current level) 0.110 % 1.015 %

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Revolving Term Loan Credit Facility

The below table outlines the commitment fee on any unused borrowing capacity and the borrowing spread on the outstanding principal balance of our revolving term loan credit facility that corresponds to the applicable ratings levels from S&P and Moody’s and designated Tranche.

Borrowings under the revolving term loan are separated into Tranche A, B, C or D with options to convert all or part of the outstanding borrowings into term loans that will mature one, three, five or seven years, respectively, after the facility's maturity date.

Ratings Level (Moody’s/S&P) Commitment Fee Tranche A and B Borrowing Spread Tranche C Borrowing Spread Tranche D Borrowing Spread

Baal/BBB+ or above 0.100 % 1.500 % 1.575 % 1.725 %

Baa1/BBB+ or above 0.100 % 1.500 % 1.575 % 1.725 %

Baa2/BBB (current level) 0.110 % 1.600 % 1.700 % 1.850 %

Baa3/BBB- 0.150 % 1.725 % 1.825 % 1.975 %

Bal/BB+ or lower 0.200 % 1.975 % 2.075 % 2.225 %

In the event the rating levels fall within different levels, the applicable rate will be based upon the higher of the two Levels or, if there is more than a one-notch split between the two Levels, then the Applicable Rate will be based upon the Level that is one Level below the higher Level.

Ba1/BB+ or lower 0.200 % 1.975 % 2.075 % 2.225 %

In the event the rating levels differ, the Applicable Rate will be based upon the higher of the two Levels;

however, if the split exceeds one notch, the Applicable Rate will be based on the Level one notch below the higher Level.

Debt Covenants

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

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

We were in compliance with all debt covenants at June 27, 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 six months ended March 28, 2026.

Accounting Policies, for updates to our significant accounting policies during the nine months ended June 27, 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 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 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.

Our qualitative assessment for the first three quarters of fiscal 2026 did not indicate that it was more likely than not that 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 impairment 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 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 indefinite life intangible assets' estimated fair values exceeded their carrying values by more than 20% as of their most recent assessments.

We continuously evaluate the changing macro-economic conditions including inflationary pressures, rising interest rates, demand outlook and export markets, as well as the Company's market capitalization.

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Certain information in this report constitutes forward-looking statements.

Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2026, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy).

Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2026, other future economic circumstances, industry conditions in domestic and international markets, and our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy).

These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements.

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(xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation;

and (xxviii) those factors discussed within Item 1, Item 1A and Item 7 of our Annual Report on Form 10-K for the year ended September 27, 2025 and our other periodic filings with the SEC.

and (xxviii) those factors discussed in Item 1, Item 1A, and Item 7 of our Annual Report on Form 10-K for the year ended September 27, 2025 and our other periodic filings with the SEC.

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