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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 7, 2025

TYSON FOODS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-14704

71-0225165

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2200 West Don Tyson Parkway,

Springdale,

Arkansas

72762-6999

(Address of Principal Executive Offices)

(Zip Code)

(479) 290-4000

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Class A Common Stock

Par Value

$0.10

TSN

New York Stock Exchange

Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 7, 2025, the Board of Directors (the "Board") of Tyson Foods, Inc. (the "Company") increased the size of the Board from fifteen to sixteen directors and appointed Sarah Bond as a member of the Board.

There is no arrangement or understanding pursuant to which Ms. Bond was appointed as director, and she is not a party to any transactions required to be reported under Item 404(a) of Regulation S-K. Ms. Bond will receive compensation in accordance with the Company's current director compensation policy.

A copy of the press release announcing Ms. Bond's appointment to the Board is furnished herewith as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

On August 7, 2025, the Company issued a press release which announced, among other things, that the Board had approved, effective that same day, an increase of 43 million shares authorized for repurchase under its share repurchase program. A copy of the press release is furnished herewith as Exhibit 99.2.

The information in the preceding paragraph, as well as Exhibit 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits


Exhibit Number			Description
99.1			Press Release, dated August 7, 2025, announcing Sarah Bond's appointment to the Board

99.2			Press Release, dated August 7, 2025, announcing an increase in the number of shares authorized for repurchase under the Company's share repurchase program
104			Cover Page Interactive Data File formatted in iXBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	TYSON FOODS, INC.


Date: August 7, 2025	By:	/s/ Curt T. Calaway

	Name:	Curt T. Calaway
	Title:	Chief Financial Officer

EX-99.1 2 pressreleasedated08072025b.htm EX-99.1 Document

Tyson Foods Names Microsoft Executive to Board of Directors

SPRINGDALE, Ark. – August 7, 2025 – Tyson Foods, Inc. (NYSE: TSN) today announced the appointment of Sarah Bond as a new independent director on its board, effective immediately.

As President of Xbox, Bond leads the organization driving Xbox’s innovation and growth across hardware, software and services as part of Microsoft’s global $23 billion gaming business. Her portfolio also includes strategy, product and engineering, marketing, and commercial planning and operations. She joined Microsoft in 2017 as a Corporate Vice President and prior to Microsoft held multiple leadership roles at T-Mobile and McKinsey & Company.

With deep consumer technology experience, Bond sits on the board of the University of Southern California School of Cinematic Arts and is Vice Chair of the board of the Entertainment Software Association. Bond has a Bachelor of Arts in Economics from Yale University and a Master of Business Administration from Harvard Business School.

“Sarah is dynamic and passionate, with proven management strength, and her energy and personality are a wonderful fit for our culture. As our management team, members of the board and the Tyson family got to know Sarah, we immediately felt that she would be a tremendous addition to Tyson Foods,” said Chairman John H. Tyson. “We are confident that her unique expertise will help us continue to grow and serve our customers, our team members, and our shareholders.”

“Tyson Foods is a world-class food company with iconic brands, and I am delighted to join the board and support the company as it continues to execute its long-term growth strategy with customers and consumers,” said Bond.

The appointment of Bond increases the number of directors on the Tyson Foods board to 16, with 10 independent directors.

In addition to Chairman John H. Tyson and Bond, others currently serving on the Tyson Foods board of directors are Les R. Baledge, Mike Beebe, Maria Claudia Borras, David J. Bronczek, Donnie King, Maria Martinez, Kevin M. McNamara, Cheryl S. Miller, Kate B. Quinn, Jeffrey K. Schomburger, Barbara A. Tyson, John R. Tyson, Olivia Tyson and Noel White.

###

About Tyson Foods, Inc.

Tyson Foods, Inc. (NYSE: TSN) is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the company had approximately 138,000 team members as of September 2024. Visit www.tysonfoods.com.

Media Contact: TysonFoodsPR@tyson.com

EX-99.2 3 pressreleasedated08072025s.htm EX-99.2 Document

Tyson Foods Announces Quarterly Dividend and Increase in Authorization Under Share Repurchase Program

SPRINGDALE, Ark. – August 7, 2025 – Tyson Foods, Inc. (NYSE: TSN) announced today that its board of directors has declared a quarterly dividend of $0.50 per share on Class A common stock and $0.45 per share on Class B common stock, payable on December 15, 2025, to shareholders of record at the close of business on December 1, 2025. Additionally, effective as of today, the board of directors approved an increase of 43 million shares authorized for repurchase under the company’s share repurchase program. This brings the total authorized for repurchase to approximately 50 million shares.

About Tyson Foods, Inc.

Media Contact: Laura Burns, TysonFoodsPR@tyson.com

Investor Contact: Sean Cornett, IR@tyson.com

Category: IR

Source: Tyson Foods