DEF 14A of Tyson Foods, Inc., Dec 17, 2025

DEF 14A of Tyson Foods, Inc.

Filed Dec 17, 2025 · FY20250000100493-25-000114

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following table contains information about the candidates who have been nominated for election to the Board of Directors (the “Board”) of the Company. In accordance with the Company’s By-Laws, at the first quarterly meeting of each fiscal year, the Board reviews and approves committee composition and qualifications based upon the recommendations of the Governance and Nominating Committee. Each nominee listed in the table below is currently a director of the Company. Kevin M. McNamara, currently a director of the Company, having expressed his preference not to be renominated to the Board, is not being put forward as a director nominee and his term will end at the Annual Meeting. The Board thanks him for his service and many contributions to the Company. Additional biographical information about the nominees can be found in the section titled “Election of Directors” in this Proxy Statement.

  2. DIRECTOR NOMINEES

    | Name | Age | Director Since | Independent as of Record Date (December 8, 2025) | Committee Assignments for Fiscal Year 2026 | | John H. Tyson m | 72 | 1984 | No | E | | Les R. Baledge ** | 68 | 2020 | Yes | C* | | Mike Beebe | 78 | 2015 | Yes | G | | Sarah Bond | 47 | 2025 | Yes | C, S | | Maria Claudia Borras | 56 | 2021 | Yes | G, S | | David J. Bronczek | 71 | 2020 | Yes | C, G | | Donnie King | 63 | 2022 | No | | | Maria N. Martinez | 68 | 2024 | Yes | G, T* | | Cheryl S. Miller : | 53 | 2016 | Yes | A, G* | | Kate B. Quinn | 61 | 2024 | Yes | A*, S | | Jeffrey K. Schomburger † *** | 63 | 2016 | Yes | A, E | | Barbara A. Tyson | 76 | 1988 | Yes | | | John R. Tyson | 35 | 2025 | No | S*, T | | Olivia L. Tyson | 33 | 2025 | No | C, T, E | | Noel White | 67 | 2018 | No | T |

  3. DIRECTOR NOMINEES

    | A - Audit Committee | C - Compensation and Leadership Development Committee | G - Governance and Nominating Committee | | S - Strategy and Acquisitions Committee | E - Executive Committee | T - Technology Committee | | m Chairman of the Board * Committee Chairperson | † Lead Independent Director of the Board | : Audit Committee Financial Expert | | ** Mr. Baledge was previously determined to be non-independent due to his service as one of the trustees of the Donald J. Tyson Revocable Trust. Mr. Baledge stepped down as trustee of the Donald J. Tyson Revocable Trust effective November 13, 2025, after which the Board determined he qualifies as independent under the New York Stock Exchange corporate governance rules. | | | | *** Mr. Schomburger was appointed by the Board as Lead Independent Director on November 13, 2025. | | |

  4. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    DIRECTOR NOMINEE SKILLS AND EXPERIENCE

  5. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    | Executive Leadership | Financial Literacy | | Executive leadership experience enhances our Board’s ability to advise and support our management team and execute our strategies. In addition, directors with experience in a CEO role (or equivalent) ensure that the Board is able to effectively evaluate and advise the current CEO on operating a complex business across multiple segments. | Financial expertise assists our Board in overseeing our financial reporting, capital structure and internal audit and controls processes. In addition, qualification as an audit committee financial expert provides additional insight into understanding the Company’s financial performance and targets. | | Strategy and Growth Experience | Industry Experience | | Strategy and growth experience enhances our Board's ability to evaluate strategic plans, products and services, and to consider and evaluate potential acquisition, joint venture or divestiture opportunities. | Expertise in the food or consumer products industries increases the Board’s understanding of our complex business operations and our focus to grow services to better support our customers. | | Board of Directors Experience (other boards) | Global Experience | | Experience serving on other boards and board committees enhances the Board’s understanding of board and corporate governance best practices, compensation benchmarking and leadership succession. | Experience with conducting business outside of the United States provides insights that are valuable to our global company and help us better understand opportunities and challenges across global markets. | | Government/Regulatory Affairs | Logistics and Supply Chain Experience | | Experience in government or regulatory affairs enhances the Board’s ability to understand the regulatory landscape and proactively work with or address regulatory issues in a highly-regulated industry. | Experience in logistics and supply chain enhances the Board’s ability to ensure the products are delivered to customers without disruption, a key attribute to success in our industry. | | Risk Management | Technology | | Experience in risk management, including crisis management, enhances the Board’s ability to assess significant risks that could face the Company, and to evaluate and mitigate risks that may arise. | Expertise in technology enhances the Board’s ability to evaluate technological innovations and best practices, such as the use of data analytics or the mitigation of cybersecurity risks, to ensure that the Company is integrating technology into its strategy and business. |

  6. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The number of directors that will serve on the Board following the Annual Meeting is expected to be fifteen (15) but may be changed in the manner provided in the Company’s by-laws. Each director is elected until the next annual meeting of shareholders and until such director’s successor is duly elected and qualified. Our by-laws provide that no person shall be nominated to serve as a director after they have passed their 72nd birthday (the “Retirement Age By-law”), unless the Board has voted, on an annual basis, to waive or continue to waive the Retirement Age By-law for a nominee. In accordance with the Company’s by-laws, this age limitation does not apply to the Chairman of the Board of Directors. The Board has voted to waive the Retirement Age By-law for Ms. Barbara A. Tyson and Governor Mike Beebe. Set forth below is biographical information for each director nominee chosen by the Board to stand for election at the Annual Meeting. The slate consists of ten (10) independent director nominees and five (5) non-independent director nominees. Kevin M. McNamara, currently a director of the Company, having expressed his preference to not be renominated to the Board, is not being put forward as a director nominee and his term will end at the Annual Meeting. Each of the director nominees is currently serving as a director of the Company and, except for Sarah Bond, John R. Tyson and Olivia L. Tyson, was elected at the 2025 annual meeting of shareholders in February 2025. Ms. Bond, Mr. John R. Tyson and Ms. Olivia L. Tyson were nominated for election to the Board upon recommendation by the Governance and Nominating Committee. For Ms. Bond, the Governance and Nominating Committee used a third-party search firm. The Board recommends that each director nominee be elected at the Annual Meeting.

  7. ELECTION OF DIRECTORS

    | John H. Tyson | | | | John H. Tyson, 72, is Chairman of the Board. Mr. John H. Tyson has been a member of the Board since 1984, has served as Chairman since 1998, and served as Chief Executive Officer from 2000 until 2006. Mr. John H. Tyson has devoted his professional career to the Company and brings extensive understanding of the Company, its operations and the protein and food processing industries to the Board. Through his leadership experience gained as Chief Executive Officer, Mr. John H. Tyson provides the Board with critical insight into the Company’s business. In addition, Mr. John H. Tyson, through his association with the Tyson Limited Partnership and his individual shareholding interests, has a substantial personal interest in the Company. The Board believes that Mr. John H. Tyson’s leadership experience and knowledge of the Company acquired through his years of service to the Company and his personal stake in its success qualify him to serve on the Board. | | | | Age: 72 | Director Since: 1984 | Position: Chairman of the Board | | Les R. Baledge | | | | Les R. Baledge, 68, is a private investor with broad experience who served as Executive Vice President and General Counsel of the Company from 1999 to 2004. Prior to joining the Company, Mr. Baledge practiced corporate and finance law where he served as a financial, strategic and legal advisor to numerous private and public entities. He began assisting the Company with legal matters in 1982. Mr. Baledge previously served on the boards of two public companies, BMP Sunstone Corp. and Fairfield Communities, Inc. and has been a member of the Board since February 2020. The Board believes that Mr. Baledge’s significant financial and legal expertise, his service on and advice to boards of other public and private companies and his long association with the Company qualify him to serve. | | | | Age: 68 | Director Since: 2020 | Independent | | Mike Beebe | | | | Mike Beebe, 78, served as the Governor of the State of Arkansas from 2007 to 2015. Prior to the governorship, he served as the state’s Attorney General from 2003 to 2007, prior to which he served as a state senator for 20 years. Governor Beebe also serves on the board of Home BancShares, Inc. Governor Beebe has been a member of the Board since 2015. The Board believes that his extensive leadership experience, ability to collaborate and his long-time support and understanding of business qualify him to serve on the Board. In consideration of these qualities and Governor Beebe’s tenure on the Board, the Board waived the Retirement Age By-law and nominated him to serve on the Board for the coming year. | | | | Age: 78 | Director Since: 2015 | Independent |

  8. ELECTION OF DIRECTORS

    | Sarah Bond | | | | Sarah Bond, 47, is President of Xbox, where she 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. 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. Ms. Bond has been a member of the Board since 2025. The Board believes that her successful record and broad experience in consumer technology, marketing and commercial operations, as well as her extensive experience across various leadership roles, qualify her to serve on the Board. | | | | Age: 47 | Director Since: 2025 | Independent | | Maria Claudia Borras | | | | Maria Claudia Borras, 56, currently serves as Chief Growth & Experience Officer at Baker Hughes, a global energy technology company employing around 57,000 people and generating revenues in excess of $27 billion. She is responsible for driving enterprise-wide growth, elevating customer experience, and leading Baker Hughes’ commercial, regional and marketing organizations. She is also currently interim Executive Vice President of Industrial & Energy Technology (IET), one of Baker Hughes operating segments, where she oversees a broad portfolio of advanced technologies and services for industrial and energy customers in 120+ countries worldwide. Ms. Borras has more than 30 years of experience in the energy industry. From 2022-2024, she served as Executive Vice President of Oilfield Services & Equipment, and from 2017-2022, she served as Executive Vice President of Oilfield Services at Baker Hughes. Previously, Ms. Borras served as Chief Commercial Officer at GE Oil & Gas, where she managed a global team of sales, commercial, and marketing professionals. She came to GE Oil & Gas in January 2015 from Baker Hughes, which she joined in 1993. During her 30-year career, Ms. Borras has gained deep experience in both industrial manufacturing and oilfield service delivery for complex project environments, while consistently transforming business performance, growing market share, and delivering sustainable results. Ms. Borras has been a member of the Board since 2021. The Board believes that her successful executive track record and broad experience in organizational transformations, process improvements, and growth strategies, as well as her extensive experience overseeing operations in multiple countries, qualify her to serve on the Board. | | | | Age: 56 | Director Since: 2021 | Independent | | David J. Bronczek | | | | David J. Bronczek, 71, previously served as President and Chief Operating Officer of FedEx Corporation, a global logistics and transportation company, until his retirement in 2019. He worked at FedEx for more than 40 years, starting as a courier and progressing into the company’s management ranks. His roles included leading FedEx Express in Canada, Europe, the Middle East, Asia and Africa, and later serving for 17 years as President and CEO of FedEx Express. He also served on the boards of International Paper, International Air Transportation Association (IATA), and as an independent company director on the board of Yellowstone Acquisition Group from 2020 to 2023, where he was a member of the Audit Committee and served as Chair of the Compensation Committee. In September 2025, Mr. Bronczek became a minority owner of the Tampa Bay Rays Baseball Club, Major League Baseball. He has been a member of the Board since May 2020. The Board believes that his extensive experience managing the logistics operation of a large global company qualify him to serve on the Board. | | | | Age: 71 | Director Since: 2020 | Independent |

  9. ELECTION OF DIRECTORS

    | Donnie King | | | | Donnie King, 63, has served as the Company’s President and Chief Executive Officer since June 2021. A seasoned leader with more than four decades of experience in the food industry, Mr. King has held several key leadership positions across the Company’s domestic and international operations. Since rejoining the Company in 2019, Mr. King has served as the Chief Operating Officer, Group President, Poultry and Group President, International and Chief Administration Officer. Earlier in his career with the Company, Mr. King served as President, North American Operations and as President, North American Operations and Foodservice. Mr. King began his career with Valmac Industries in 1982, which was acquired by the Company in 1984. Mr. King was self-employed from 2017 to 2019 before returning to the Company. Mr. King has been a member of the Board since 2022. The Board believes Mr. King’s extensive operational expertise, deep industry knowledge, and long-standing commitment to the Company’s purpose continue to guide the Company and qualify him to serve on the Board. | | | | Age: 63 | Director Since: 2022 | | | Maria N. Martinez | | | | Maria N. Martinez, 68, retired from Cisco Systems, Inc. after having served as Executive Vice President and Chief Operating Officer from March 2021 to May 2024 and Executive Vice President and Chief Customer Experience officer from April 2018 to March 2021. Prior to joining Cisco, Ms. Martinez served in a variety of senior executive roles at Salesforce, Inc., culminating with her role as President, Global Customer Success and Latin America from March 2016 to April 2018. Prior to joining Salesforce, she managed the global services business for Microsoft Corporation, including professional services and customer support for all products. Ms. Martinez has also held a number of other leadership positions at Motorola, Inc. and AT&T Inc. and served as Chief Executive Officer of Embrace Networks, Inc. Ms. Martinez has served on the board of McKesson Corporation, a medical supplies distributor, since 2019. She also joined the board of Bank of America in 2025. Ms. Martinez has received several distinctions for her leadership, including the No. 2 ranking on the ALPFA (Association for Latino Professionals for America) list of the 50 Most Powerful Latinas. Ms. Martinez has been a member of the Board since 2024. The Board believes that Ms. Martinez’s extensive experience in operations and digital transformation qualify her to serve on the Board. | | | | Age: 68 | Director Since: 2024 | Independent | | Cheryl S. Miller | | | | Cheryl S. Miller, 53, most recently served as Chief Financial Officer of West Marine, the nation’s leading omni-channel provider of products, services and expertise for the marine aftermarket, from January 2022 to October 2022. She previously served as Executive Strategic Advisor to JM Family Enterprises, a diversified automotive company, from May 2021 to December 2021, prior to which she served as Executive Vice President and Chief Financial Officer of JM Family Enterprises from January 2021 to April 2021. She also currently serves on the board of directors and as chair of the audit committee of Celsius Holdings, a global lifestyle fitness drink company and on the board of directors of Old Dominion Freight Line, a leading, less-than-truckload (“LTL”) motor carrier. She previously served as President and Chief Executive Officer of AutoNation, Inc., a publicly traded automotive retailer with major metropolitan franchises and e-commerce operations from July 2019 to April 2020, prior to which she served as Executive Vice President and Chief Financial Officer of AutoNation, Inc. since 2014, and as its Treasurer and Vice President of Investor Relations since 2010. Ms. Miller also served on the board of AutoNation, Inc. from July 2019 to July 2020. Ms. Miller has been a member of the Board since 2016. Her experience overseeing financial reporting processes, internal accounting and financial controls, as well as managing independent auditor engagements, qualifies her as an “audit committee financial expert” within the meaning of the regulations of the SEC. Ms. Miller is also NACD Directorship Certified®. The Board believes that Ms. Miller’s more than 20 years of corporate finance experience, financial statement expertise and deep understanding of public company shareholder matters qualify her to serve on the Board. | | | | Age: 53 | Director Since: 2016 | Independent |

  10. ELECTION OF DIRECTORS

    | Kate B. Quinn | | | | Kate B. Quinn, 61, was the Vice Chair and Chief Administrative Officer of U.S. Bancorp from 2017 to 2023, ranked by American Banker as one of the most powerful women in banking for five consecutive years. Ms. Quinn oversaw corporate strategy, marketing, analytics, sustainability, communications, government relations, corporate real estate and digital capabilities and growth at the financial institution, which held over $675 billion in assets. Prior to joining U.S. Bancorp in 2013, Ms. Quinn served as Senior Vice President and Chief Marketing Officer at Anthem (now Elevance), a health benefits company, where she directed marketing, customer communications, digital, customer experience, and retail strategies. Ms. Quinn has also previously served as Chief Marketing and Strategy Officer at a division of The Hartford, following leadership roles in strategy and product development at CIGNA and PacifiCare (now United Healthcare) Health Systems, respectively. Ms. Quinn has also served on the boards of Rite Aid, the Fastbreak Foundation, and Taylor Communication. Additionally, she served on the Board of Trustees at United Way U.S.A. from 2017 to 2022. Ms. Quinn has been a member of the Board since 2024. The Board believes that Ms. Quinn’s extensive experience with business strategy, marketing, customer experience and retail operations qualify her to serve on the Board. | | | | Age: 61 | Director Since: 2024 | Independent | | Jeffrey K. Schomburger | | | | Jeffrey K. Schomburger, 63, retired as Global Sales Officer for The Procter & Gamble Company (P&G) in 2019, a position he held since 2015. He previously held numerous leadership positions with P&G since joining the company in 1984, including President of P&G’s global Walmart team from 2005 to 2015. Mr. Schomburger has been a member of the Board since 2016 and has served as Lead Independent Director since November 2025. The Board believes that Mr. Schomburger’s deep understanding of the branded consumer packaged goods business and his extensive management experience qualify him to serve on the Board. | | | | Age: 63 | Director Since: 2016 | Independent | | Barbara A. Tyson | | | | Barbara A. Tyson, 76, served as Vice President of the Company until 2002, when she retired and became a consultant to the Company. She ceased serving as a consultant in 2011. Ms. Tyson has been a member of the Board since 1988. Through her years of experience as both an officer and director of the Company, Ms. Tyson developed an understanding of the Company and its operations, which allows her to assist the Board in its development of the Company’s long-term strategy. Ms. Tyson, as the sole income beneficiary of the BT 2015 Fund, also has a substantial personal interest in the Company. Ms. Tyson has also served on the board of Arkansas Children’s Hospital Northwest since July 2017. The Board believes that Ms. Tyson’s management experience, understanding of the Company and personal interest in the Company’s success qualify her to serve on the Board. In consideration of these qualities and Ms. Tyson’s tenure on the Board, the Board waived the Retirement Age By-law and nominated her to serve on the Board for the coming year. | | | | Age: 76 | Director Since: 1988 | Independent | | John R. Tyson | | | | John R. Tyson, 35, is an executive, investor and non-profit board member who brings several years of direct industry experience to the Board. He previously served in multiple executive roles at the Company, including Chief Financial Officer, Chief Strategy Officer and Chief Sustainability Officer. Mr. John R. Tyson has a Bachelor of Arts in Economics from Harvard University and a Master of Business Administration from the Stanford Graduate School of Business. Prior to his tenure as a Tyson Foods executive, he worked in investment banking and private equity as a venture capital investor. Mr. John R. Tyson is a term member of the Council on Foreign Relations. Mr. John R. Tyson has been a member of the Board since 2025. The Board believes that Mr. Tyson’s executive experience, deep understanding of the Company’s strategy, and substantial personal interest in the Company’s long-term success qualify him to serve on the Board. | | | | Age: 35 | Director Since: 2025 | |

  11. ELECTION OF DIRECTORS

    | Olivia L. Tyson | | | Olivia L. Tyson, 33, has served as President of the Tyson Family Foundation since 2018. Under her leadership, the foundation has made significant investments in Northwest Arkansas, where the Company is based, including improving food security, arts education and entrepreneurship pipelines in disadvantaged communities. She continues to oversee the Tyson family’s heritage programs, such as the Tyson Family Foundation Scholarship, available to the dependents of Company team members in the pursuit of higher education. Ms. Tyson also serves on the Creative Arkansas Cultural Hub and Exchange Board of Directors and The Momentary Council. Additionally, she is a co-founder of Tricky Knot, an entertainment development and financing company based in New York. Tricky Knot has invested in and supported films that have appeared at the Tribeca Film Festival, Cannes Film Festival and South by Southwest. Ms. Tyson has served as an Observer on the Board for more than 11 years. In this capacity, she has developed a strong understanding of the business and deep appreciation for the Company’s culture, its core values, and team members. Ms. Tyson has been a member of the Board since 2025. The Board believes that Ms. Tyson’s significant personal interest in the Company’s long-term success combined with her lengthy affiliation with the Board and focus on the Company’s team member experience qualify her to serve on the Board. | | | Age: 33 | Director Since: 2025 | | Noel White | | | Noel White, 67, served as Executive Vice Chairman of the Board from October 3, 2020 to December 31, 2023, prior to which he served as Chief Executive Officer of the Company from September 2018 to October 3, 2020, and as President from September 2018 to December 2019. Mr. White has been a member of the Board since October 2018. Prior to his appointment as President and Chief Executive Officer, he served as a Group President Fresh Meats and International and Chief Operations Officer for the Company in 2017, prior to which he served as a President, Poultry since 2013 after serving as a Senior Group Vice President, Fresh Meats since 2009. The Board believes Mr. White’s more than 40 years of experience in the food industry with the Company and IBP, inc. (which was acquired by the Company in 2001) and his successful tenure in senior leadership roles with the Company qualify him to serve on the Board. | | | Age: 67 | Director Since: 2018 |

  12. ELECTION OF DIRECTORS

    THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE DIRECTORS NOMINATED BY THE BOARD. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” EACH BOARD NOMINEE UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.

  13. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2025 The Company’s compensation program for non-employee directors (the “Director Compensation Policy”) is designed to enable the Company to attract, retain and motivate highly qualified directors to serve on the Board. The Director Compensation Policy is also intended to be competitive with those of other companies in the Compensation Peer Group (as defined in the section titled “Compensation Discussion and Analysis—How We Determine Compensation—Role of Compensation Consultants/Benchmarking” in this Proxy Statement) and to further align the interests of these directors with those of our shareholders by compensating directors with a mix of cash and equity-based compensation. Directors who are employees of the Company receive no additional compensation for serving on the Board or its committees. The Compensation and Leadership Development Committee is responsible for recommending to the Board changes in director compensation. The Compensation and Leadership Development Committee periodically reviews non-employee director compensation trends and data from the Compensation Peer Group and other relevant and comparable market data including reports on the competitiveness of compensation for non-employee directors received from the Company’s compensation consultant. Each of the Company’s non-employee directors currently receives the compensation described below. In fiscal year 2025 the Company’s Director Compensation Policy provided the following elements of compensation to non-employee directors: •An annual retainer of $125,000 (payable in quarterly installments). •A grant of a deferred stock award for shares of Class A Common Stock having a value of $190,000 (with $55,000 in value to the Lead Independent Director and Vice Chairman) on the date of election or re-election as a director at the Annual Meeting, which award does not become payable until 180 days after the director ceases to serve on the Board, unless the director elects otherwise. The director may elect different deferral and distribution options, including having the award distributed on the date of election or re-election, as applicable. •An additional annual retainer (payable in quarterly installments) for each of the following positions in the amounts shown:

  14. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    | Lead Independent Director and Vice Chairman | $180,000 | | Chairperson of the Audit Committee | $30,000 | | Chairperson of the Compensation and Leadership Development Committee | $25,000 | | Chairperson of the Governance and Nominating Committee | $25,000 | | Chairperson of the Strategy and Acquisitions Committee | $25,000 | | Chairperson of the Technology Committee | $25,000 |

  15. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    Directors do not receive individual meeting fees. Each non-employee director also had the option to defer any portion of their cash retainer (which would be credited with interest semi-annually) or to receive Class A Common Stock in lieu of the cash retainer. None of our non-employee directors opted to defer any portion of the cash retainer or to receive Class A Common Stock in lieu of the cash retainer. As described in greater detail in the section titled “Compensation Discussion and Analysis—Stock Ownership Requirements” in this Proxy Statement, the Board has established stock ownership requirements for the non-employee directors to strengthen the alignment between the interests of the Company’s directors and senior officers and the interests of its shareholders.

  16. Changes to Director Compensation Policy

    Changes to Director Compensation Policy In the third quarter of fiscal year 2025, the Company’s Board formed a special committee to oversee and advise on technology-related strategies, investments, risks and innovations to ensure alignment to the Company’s strategy, operational priorities, and cybersecurity protections called the Technology Committee. In connection with the formation of the Technology Committee, the Compensation and Leadership Development Committee recommended, and the Board subsequently approved, amendments to the Director Compensation Policy to: •add an additional annual cash retainer for the Chairperson of the Technology Committee of $25,000, effective as of May 8, 2025. The table below summarizes the total compensation earned or paid by the Company to directors with respect to fiscal year 2025.

  17. Changes to Director Compensation Policy

    | Name(1) | Fees earned or paid in cash ($) | Stock awards ($)(2)(3) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Les R. Baledge (4) | 125,000 | 190,000 | — | — | — | 8,136 | 323,136 | | Mike Beebe | 125,000 | 190,000 | — | — | — | — | 315,000 | | Sarah Bond (5) | — | 95,000 | — | — | — | — | 95,000 | | Maria Claudia Borras | 125,000 | 190,000 | — | — | — | — | 315,000 | | David J. Bronczek | 150,000 | 190,000 | — | — | — | — | 340,000 | | Jonathan D. Mariner (6) | 77,500 | — | — | — | — | — | 77,500 | | Maria N. Martinez | 137,500 | 190,000 | — | — | — | — | 327,500 | | Kevin M. McNamara (7) | 305,000 | 245,000 | — | — | — | — | 550,000 | | Cheryl S. Miller | 150,000 | 190,000 | — | — | — | — | 340,000 | | Kate B. Quinn | 140,000 | 190,000 | — | — | — | — | 330,000 | | Jeffrey K. Schomburger (8) | 150,000 | 190,000 | — | — | — | — | 340,000 | | Barbara A. Tyson (9) | 125,000 | 190,000 | — | — | — | 23,650 | 338,650 | | John R. Tyson (10) | — | — | — | — | — | 824,046 | 824,046 | | Olivia L. Tyson (11) | 31,250 | 142,500 | — | — | — | 6,858 | 173,750 | | Noel White (12) | 125,000 | 190,000 | — | — | — | 493,359 | 808,359 |

  18. Changes to Director Compensation Policy

    (1)As Company employees, Messrs. John H. Tyson and King are not separately compensated for their service on the Board. Messrs. John H. Tyson’s and King’s compensation is included in the section titled “Executive Compensation—Summary Compensation Table for Fiscal Year 2025” in this Proxy Statement. For information regarding the compensation arrangement with Mr. John R. Tyson, who is a Company employee, see footnote (10) below and for Mr. White, who was a Company employee until December 31, 2023, see footnote (12) below. (2)The amounts in this column represent the grant date fair value of deferred stock awards granted in fiscal year 2025 ($57.94 per share on the date of grant for all directors except Ms. Bond whose grant upon election was at $56.54 per share and Ms. Olivia L. Tyson whose grant upon election was at $56.16 per share). For Mr. John R. Tyson’s compensation as an employee director, see footnote 10 below. The Company has determined the fair value of these awards in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. Recipients of these awards are entitled to dividends during the deferral period. These dividends are converted to additional shares and credited to each recipient, who then receives these additional shares upon distribution. (3)As of the last day of fiscal year 2025, outstanding deferred stock awards, per individual elections, for individuals serving as non-employee directors during fiscal year 2025 were as follows: Mr. Baledge (17,119); Governor Beebe (3,323); Ms. Bond (1,680); Ms. Borras (14,750); Mr. Bronczek (17,134); Ms. Martinez (0); Mr. McNamara (68,730); Ms. Miller (20,351); Ms. Quinn (6,901); Mr. Schomburger (22,855); Ms. Barbara A. Tyson (53,882); Ms. Olivia L. Tyson (2,560) and Mr. White (6,901). (4)The amounts in the “All other compensation” column represents personal use of Company-owned aircraft and taxes reimbursed. (5)Ms. Bond was appointed on August 7, 2025 and did not receive a quarterly retainer during the fiscal year. (6)Mr. Mariner expressed his preference not to be renominated to the Board and his term ended on February 6, 2025. (7)Mr. McNamara served as Lead Independent Director and Vice Chairman until November 13, 2025 and received quarterly retainers in connection with that service. For more information please see the section titled “Board of Directors and Corporate Governance Information - Executive Sessions; Lead Independent Director”. (8)As described the section titled “Board of Directors and Corporate Governance Information - Executive Sessions; Lead Independent Director” Mr. Schomburger was appointed as Lead Independent Director on November 13, 2025. (9)The amount in the “All other compensation” column includes the Executive Rewards Allowance, pursuant to which Ms. Barbara A. Tyson receives an annual cash allowance of $12,000 and premiums paid by the Company for a health insurance plan for Ms. Barbara A. Tyson in the amount of $11,650. (10)Mr. John R. Tyson was appointed to the Board on May 8, 2025 and, following his appointment to the Board, he remains an employee of the Company. Upon his appointment as an employee director, Mr. John R. Tyson receives annual cash and equity compensation in an amount and mix equivalent to the Director Compensation Policy, as applicable to non-employee directors. The amount in the “All other compensation” column represents all amounts that Mr. John R. Tyson’s received this fiscal year as a Company employee. Accordingly, and inclusive of his compensation for his employment prior to his appointment in May 2025, Mr. John R. Tyson received $298,538 in aggregate base salary, Non-Equity Incentive Plan Compensation of $459,329, and $72,851 in other employee benefits. Included in these benefits are Company contributions of $9,567 to his Retirement Savings Plan account, $7,163 to his Employee Stock Purchase Plan account, $49,749 to his Executive Savings Plan account, $1,412 of premiums for long-term disability benefits insurance, $652 of premiums for life insurance, and $4,308 of taxes reimbursed. It also includes amounts for event tickets and security services. In addition, on February 7, 2025, prior to his appointment to the Board, Mr. John R. Tyson was granted an award of Restricted Stock Units (“RSUs”) under the Tyson Foods, Inc. 2000 Stock Incentive Plan, with a grant date fair value of $190,000, which will vest in equal annual increments on each of the first, second and third anniversary dates of the grant and to be settled in shares of Class A common stock. (11)The amount in the “All other compensation” column represents security services and taxes reimbursed. (12)In connection with the expiration of Mr. White’s second amended and restated employment agreement on December 31, 2023, the Company entered into a consulting agreement which entitles him to personal use of Company-owned aircraft for up to 31 hours, in a manner consistent with Company policy. The consulting agreement expires on December 31, 2026. The amount in the “All other compensation” column represents $32,913 for personal use of Company-owned aircraft, taxes reimbursed in the amount of $16,943 and annuity distributions from the Supplemental Executive Retirement Plan in the amount of $441,503. It also includes an amount for donation matching. The values expressed for personal use of Company-owned aircraft are based on the aggregate incremental cost to the Company using a method that accounts for fuel, maintenance, landing fees, other associated travel costs and charter fees.

  19. How We Determine Compensation

    How We Determine Compensation Determining Performance Measures. The Compensation and Leadership Development Committee sets challenging but realizable performance measures that are fully achieved only as a result of strong performance. As part of our pay-for-performance philosophy, if targets and pre-determined goals are not fully met, payouts may be reduced or not made. Consistent with the Company’s pay-for-performance philosophy, the Compensation and Leadership Development Committee selects financial performance measures under the annual and stock incentive plans that support the Company’s short-term and long-term business plans and strategies and incentivize management to focus on actions that create long-term shareholder value. The Compensation and Leadership Development Committee also selects certain non-financial performance measures which may modify annual incentive payments for all Enterprise Leadership Team members, including the NEOs, and which support and incentivize management to promote the Company’s core values. In setting targets for the short-term and long-term performance measures, the Compensation and Leadership Development Committee considers the Company’s annual and long-term business goals and strategies and certain other factors, including the Company’s projected operating environment and economic and industry conditions. The Compensation and Leadership Development Committee recognizes that performance goals will change over time to reflect market practices, evolving business strategies and priorities, and developments in the Company’s core values. Accordingly, the Compensation and Leadership Development Committee regularly reassesses the performance measures and goals used and determines, at least on an annual basis, the most appropriate financial and non-financial performance measures to be used in connection with evaluating performance payouts for our Enterprise Leadership Team. Role of the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee works with management and external experts to set the Company’s executive compensation philosophy and objectives and to compensate key executives accordingly. Specifically, the Compensation and Leadership Development Committee periodically reviews and approves: •the Company’s stated compensation philosophy, corporate goals and objectives relevant to executive officer compensation and total compensation policy to evaluate whether they support business objectives, create shareholder value, are consistent with shareholder interests, attract, motivate and retain required key executive talent and link compensation with Company, business unit and/or individual performance; •the peer group used for competitive pay/performance benchmarking (see the below section titled “Role of Compensation Consultants/Benchmarking” for additional details); and •the employment contracts or other similar arrangements that provide compensation for applicable NEOs and other executive officers. The Compensation and Leadership Development Committee’s charter describes additional duties and responsibilities of the Compensation and Leadership Development Committee with respect to the administration, oversight and determination of executive compensation. A copy of the Compensation and Leadership Development Committee’s charter can be found on the Company’s Investor Relations website at https://ir.tyson.com. The Compensation and Leadership Development Committee intends for its decisions to be consistent with tax regulations, applicable law and NYSE listing requirements. Because the Company meets the definition of a “controlled company” under NYSE corporate governance rules, the Compensation and Leadership Development Committee is not required to determine the compensation of our CEO. However, the Compensation and Leadership Development Committee’s charter gives it responsibility for approving the employment contract and total annual compensation for the CEO, and the committee has done so since 2003. Say-on-Pay and Frequency of Say-on-Pay. The Compensation and Leadership Development Committee monitors market trends and best practices, and applies the company’s principles and philosophy, to determine executive compensation and will continue to consider shareholder concerns and feedback. Over 98% of the votes cast at the 2023 Annual Meeting of Shareholders on the non-binding advisory proposal on the compensation of our NEOs (commonly referred to as a “say-on-pay” vote) were voted in support of our executive compensation program. This year, shareholders again have the opportunity to vote on the Company’s “say-on-pay” vote. Over 78% of the votes cast at the 2023 Annual Meeting on the non-binding advisory vote on the frequency of say-on-pay vote were in support of having a say-on-pay vote every three years. It is expected that the next frequency of say-on-pay vote will be at the Company’s 2029 Annual Meeting of Shareholders. Executive Officer Compensation Structure. Our executive officers are compensated based on a pay structure (including salary, target annual incentive, and long-term incentive awards (i.e., equity grants)) determined for their respective roles and responsibilities. The overall pay target for an executive considers the role, scope of responsibilities, capabilities and experience of the executive. Interaction Between the Compensation and Leadership Development Committee and Management; Role of the CEO in Compensation Decisions. Key employment terms for NEOs other than the Chairman and the CEO are recommended to the Compensation and Leadership Development Committee by the CEO in consultation with the Company’s human resources group. The Compensation and Leadership Development Committee reviews and discusses the proposed compensation terms and meets with the Company’s human resources group to discuss any questions or issues it has regarding these decisions. Once all questions and issues have been addressed to the satisfaction of the Compensation and Leadership Development Committee, the Compensation and Leadership Development Committee will approve the compensation terms for each NEO. In addition, as described further below, the CEO has discretion to set or adjust the base salary amounts for these NEOs. The Compensation and Leadership Development Committee reviews and discusses pay decisions related to the Chairman and the CEO in executive session, and neither the Chairman nor the CEO is present when the Compensation and Leadership Development Committee discusses and determines their respective compensation. Our executive compensation structure is periodically reviewed by our human resources group and senior management based on their collective review of information about the Compensation Peer Group (as defined below) and recommendations provided by the Company’s compensation consultant (Aon during fiscal year 2025), together with analysis of general market trends and data of executive compensation at large public and private companies (“General Industry Data”). The Company’s human resources group and senior management suggest modifications to the Compensation and Leadership Development Committee as they deem necessary to ensure that our executive officers and key employees are generally compensated in accordance with our compensation philosophy and objectives. The Compensation and Leadership Development Committee considers the recommendations made by the human resources group and senior management and may also consult the Company’s compensation consultant before approving decisions on executive compensation. For a more detailed discussion regarding decisions with respect to each element and amount of compensation paid to the NEOs, see the section titled “Elements of Compensation” in this Proxy Statement.

  20. How We Determine Compensation

    Role of Compensation Consultants/Benchmarking. Since fiscal year 2001, the Company has retained an independent compensation consultant or advisor, to periodically review General Industry Data, and to identify and provide market analyses and trend information regarding compensation practices of certain publicly traded companies (the “Compensation Peer Group”) in the protein and packaged foods, consumer packaged goods, and manufacturing industries, as well as companies with which the Company competes for talent due to geographic proximity. During fiscal year 2025, the Compensation and Leadership Development Committee transitioned from Korn Ferry to Aon for independent compensation consultant services. The companies listed below made up the Compensation Peer Group for fiscal year 2025 for the purposes of benchmarking all elements of NEO compensation, including salary, short-term cash incentives and any equity awards.

  21. How We Determine Compensation

    Aon furnishes market analyses and trend information to our human resources group, which is then presented to the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee uses this market data as one of many factors considered in its review of compensation for the NEOs to assess consistency with our compensation philosophy and objectives. In consultation with Aon, the Compensation and Leadership Development Committee regularly reviews the companies included in the Compensation Peer Group to ensure that the Company continually benchmarks its compensation practices, philosophy and objectives against an appropriate set of publicly traded peer companies. From time to time, the Compensation and Leadership Development Committee may revise the list of companies included in the Compensation Peer Group to ensure that the Company’s compensation practices, philosophy and objectives remain aligned with market practices and that the Company stays competitive compared to similarly situated companies. In fiscal year 2025, there were no changes to the Compensation Peer Group. In fiscal year 2025, Aon also provided certain services to our human resources group unrelated to executive and non-employee director compensation, primarily related to actuarial services for the Company’s equity, retirement and other compensation and benefit programs. Aon received $157,626 in fees for its services to the Compensation and Leadership Development Committee and $565,208 in fees for other services to the Company in fiscal year 2025. The Compensation and Leadership Development Committee determined there was no conflict of interest with Aon. Both the Company and the Compensation and Leadership Development Committee periodically evaluate the engagement of Aon and Aon’s performance.

  22. Elements of Compensation

    Elements of Compensation The Company’s executive compensation program consists of: •base salary; •annual incentive payments; •long-term incentive compensation; •financial, retirement and welfare benefit plans; and •certain defined perquisites. A discussion of the compensation received by each current NEO in connection with their service as an executive officer of the Company for fiscal year 2025, broken down by each element of compensation, is provided in the sections below. Compensation Mix The charts below show that the significant majority of target total direct compensation for our named executive officers is variable (or “at-risk”) – 90% for our CEO for 2025 and 83% for our other named executive officers for 2025. The calculation is based on total target direct compensation for the applicable year, calculated as the sum of the annual base salaries and target annual bonuses for such year, and the value of the long-term equity incentive awards granted in such year, assuming “target” performance. The chart below for our CEO and other named executive officers reflects their target total direct compensation for 2025.

  23. Elements of Compensation

    Annual Incentive Plan - Eligibility and Fiscal Year 2025 Performance Measure Employment contracts with Messrs. John H. Tyson and King and employment terms with our other NEOs provide them an opportunity to receive annual incentive payments. The Annual Incentive Plan is designed to align the interests of management toward the achievement of corporate goals. An NEO selected to participate in the Annual Incentive Plan is not eligible to participate in other cash performance incentive payment plans maintained by the Company. For fiscal year 2025, the Compensation and Leadership Development Committee designated all NEOs, as well as other executive officers, as eligible participants under the Annual Incentive Plan. Target annual incentive payment eligibility under the Annual Incentive Plan, expressed as a percentage of base salary, is established each year by the Compensation and Leadership Development Committee. Annual incentive payment amounts under the Annual Incentive Plan are subject to the achievement of one or more performance measures selected by the Compensation and Leadership Development Committee at the beginning of each fiscal year. In addition, the final amount of an annual incentive payment awarded to an NEO is subject to adjustment for any mid-year changes to (1) such NEO’s salary or (2) performance targets under the plan (to the extent such mid-year performance target changes are approved by the Compensation and Leadership Development Committee). For fiscal year 2025, the Compensation and Leadership Development Committee selected Adjusted Operating Income as the performance measure under the Annual Incentive Plan. “Adjusted Operating Income,” for purposes of annual incentive payments, means the Company’s operating income after taking into account any unusual or unique items, such as one-time gains or losses, as determined by the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee believes Adjusted Operating Income is an appropriate metric to utilize in making performance-based compensation decisions because it is a good indicator of value creation and is a key factor used by senior management in evaluating the performance of the business. The Compensation and Leadership Development Committee sets target performance levels based upon consideration of the Company’s expected performance and potential growth for the year. For fiscal year 2025, the Compensation and Leadership Development Committee set the threshold, target, and maximum levels of Adjusted Operating Income (“AOI”) for performance incentive payments as listed in the table below. In considering fiscal year 2025 performance levels, the Compensation and Leadership Development Committee also reserved the right to include an adjustment above or below any performance level to allow the Compensation and Leadership Development Committee to recognize business unit, group, individual or other factors.

  24. Elements of Compensation

    | | AOI | Payout Percentage(1)(2) | | Threshold | $1.367 billion | 50% | | Target | $1.822 billion | 100% | | Maximum | $2.277 billion | 200% | | (1) For each NEO, the percentage will be multiplied with their target eligibility for the Executive Incentive Program to obtain the dollar amount to be paid under the program | | | | (2) For AOI between Threshold and Target or Target and Maximum, the payout percentage will increase linearly. | | |

  25. Data and Digital

    Data and Digital • Deliver Business Unit Data and Digital Planned Projects For fiscal year 2025, the Compensation and Leadership Development Committee, in consultation with management, selected the goals as set forth above, with two goals in the Health and Safety category, and one goal in the Data and Digital category. Each of the three goals above can modify annual incentive payment amounts by up to plus or minus 2.5% of target performance incentive payments, with a total potential impact of plus or minus 7.5% of target performance incentive payments. The Enterprise Goals resulted in a net positive modifier of 2.5% of target performance incentive payments. The Compensation and Leadership Development Committee recognizes that the mix of categories may change over time, including expanding outside of the existing Enterprise Goals. Fiscal Year 2025 Annual Incentive Plan Results Adjusted Operating Income for purposes of annual incentive payments for fiscal year 2025 was $2.267 billion, which exceeded the Adjusted Operating Income target of $1.822 billion, resulting in a 197.8% funding level for the Annual Incentive Plan. In November 2025, the Compensation and Leadership Development Committee reviewed with our CEO and other members of management the eligibility of each NEO to receive the aforementioned annual incentive award (other than that of the Chairman and the CEO, which the Compensation and Leadership Development Committee reviewed separately in executive session with neither the Chairman nor the CEO present) based on this Adjusted Operating Income amount, and the individual performance of each NEO during fiscal year 2025. Based on this review, the Compensation and Leadership Development Committee approved the awards of the annual incentive payment amounts set forth in the following table to the NEOs listed below:

  26. Data and Digital

    | Name | Annual Base Salary at 2025 Fiscal Year End ($) | Target Annual Incentive Plan Payment (expressed as a percentage of base salary) | Expected Payment Amount if Adjusted Operating Income Modifier is at 100% (1)(2) | Expected Payment Amount If Adjusted Operating Income Modifier is at 200% ($)(2) | Actual Annual Incentive Payment for Fiscal Year 2025 ($)(1)(3) | | John H. Tyson | 1,200,000 | 170% | 2,040,000 | 4,080,000 | 5,886,120 | | Donnie King | 1,650,000 | 230% | 3,795,000 | 7,590,000 | 9,401,385 | | Curt Calaway | 675,000 | 110% | 742,500 | 1,485,000 | 1,737,228 | | Devin Cole (4) | 1,350,000 | 160% | 2,160,000 | 4,320,000 | 2,739,030 | | Adam Deckinger | 725,000 | 110% | 797,500 | 1,595,000 | 1,997,393 | | Wes Morris | 850,000 | 110% | 935,000 | 1,870,000 | 1,872,805 | | (1) Base salaries are reviewed and adjusted annually at the Company’s discretion. Actual salary paid for the fiscal year includes several months paid at the previous fiscal year’s approved salary and the remaining months paid at the current fiscal year’s approved salary. For fiscal year 2025, adjusted salaries were effective as of December 8, 2024. Eligibility at Target Adjusted Operating Income is calculated based on an NEO’s actual salary and bonus target paid for the fiscal year, rather than such NEO’s approved base salary and bonus target at fiscal year-end. | | | | | | | (2) Amounts shown in these columns are based on the 2025 Fiscal Year End Salary, and do not include potential Enterprise Goals modifiers. | | | | | | | (3) Amounts shown in this column include the adjusted operating income modifier, the Enterprise Goals modifier and an individual performance modifier for each NEO’s performance. In consideration of the Company’s improved performance year over year, a record setting performance in Poultry, and the management of numerous regulatory headwinds, the Compensation and Leadership Development Committee exercised the discretion granted to them under Section 5.2 of the Annual Incentive Plan to adjust the individual performance modifier for Mr. John H. Tyson, Mr. King, Mr. Calaway, Mr. Cole, and Mr. Deckinger. | | | | | | | (4) Mr. Cole was promoted to Chief Operating Officer on September 2, 2025, and had served in other roles during the fiscal year. His actual Annual Incentive Plan payment is pro-rated based on his time served in each role during the fiscal year and the respective base salary for each role. | | | | | |

  27. Data and Digital

    Equity-Based Compensation The Compensation and Leadership Development Committee believes that long-term incentive compensation allows the Company to provide employees with an incentive that aligns with the interests of the Company’s shareholders, with long-term incentive compensation increasing in value when the Company share price increases. Messrs. John H. Tyson’s and King’s employment contracts provide for equity-based compensation as determined by the Compensation and Leadership Development Committee. For details regarding these awards, see the table titled “Grants of Plan-Based Awards During Fiscal Year 2025” in this Proxy Statement. All long-term incentive compensation is issued under the Stock Incentive Plan, which was last amended and restated on February 8, 2025. The amounts and types of long-term incentive compensation to be awarded are determined by management and/or the Compensation and Leadership Development Committee to align the interests of executives and other managers with the interests of the Company’s shareholders. In determining these amounts, management and the Compensation and Leadership Development Committee consider the relationship of long-term incentive stock-based compensation to cash compensation, the goal of providing additional incentives to executives and managers to increase shareholder value and the value of long-term incentive compensation awarded to NEOs and other executives to awards made to executives in similar positions within the Compensation Peer Group, as well as General Industry Data. For fiscal year 2025, the dollar value of annual long-term incentive compensation for the NEOs was weighted 25%, 25% and 50% among stock options, restricted stock units and performance stock, respectively, as discussed further below. From time to time, the Company may award additional equity compensation in connection with hiring, retention and promotions. For details regarding equity awards granted to the NEOs in fiscal year 2025, see the table titled “Grants of Plan-Based Awards During Fiscal Year 2025” in this Proxy Statement. From fiscal year 2023 onwards, the terms for new performance stock awards, restricted stock awards, restricted stock units and stock options provide for the vesting of a pro rata portion of unvested awards upon retirement or termination without cause. Retirement as defined in the awards would mean either the voluntary termination of employment at age sixty-two, or the voluntary termination of employment where the employee has attained an age of fifty-five, and the sum of his or her age and years of continuous service with the Company is equal to or greater than sixty-five. From fiscal year 2024 onwards, upon retirement, new stock options and restricted stock or restricted stock unit awards will continue to vest in full on the original vesting schedule, as if the NEO had remained employed with the Company. The Compensation and Leadership Development Committee approved the settlement of certain equity-based compensation for Mr. John H. Tyson, including portions of previous awards that vest in November 2025, to be settled in cash at the same amounts as if they were settled in vested restricted stock units or performance stock, respectively. For all other NEOs, equity-based compensation, including restricted stock, restricted stock units or performance stock, were settled in stock at vesting. Stock Options. Stock option awards made up approximately 25% of the NEOs’ annual long-term incentive compensation for fiscal year 2025. Stock options are typically awarded and approved annually by the Compensation and Leadership Development Committee prior to a pre-determined grant date. For the fiscal year 2025 stock option awards, the Compensation and Leadership Development Committee approved the awards at its November 6, 2024 meeting with a grant date of November 18, 2024. The actual number of stock options granted during fiscal year 2025 was determined by dividing the target award dollar value assigned by the Compensation and Leadership Development Committee for stock options by the grant date fair value of such stock options. The exercise price for option awards is the closing price for our Class A Common Stock as reported on the NYSE on the grant date. Option awards expire ten years after the grant date. The Company does not backdate, re-price or grant stock option awards retroactively. All stock options vest in equal annual increments on each of the first, second and third anniversaries of the grant dates of the awards and become fully vested after three years, subject to certain exceptions in the event of the death or disability of the executive officer or certain other termination events. Restricted Stock Units. Restricted stock unit awards made up approximately 25% of the NEOs’ annual long-term incentive compensation for fiscal year 2025. The actual number of restricted stock units granted during fiscal year 2025 was determined by dividing the target dollar value assigned by the Compensation and Leadership Development Committee for restricted stock units by the closing price of the Company’s stock on the grant date. On November 6, 2024, the Compensation and Leadership Development Committee approved the restricted stock unit awards to be granted on November 18, 2024. In previous fiscal years, the Company provided awards of restricted stock, of which a portion of such restricted stock awards in fiscal years 2023 and 2024 remain outstanding and continue to vest each anniversary until the third anniversary of the award. Restricted stock unit awards represent a future obligation by the Company to issue shares of Class A Common Stock conditioned upon the executive officer remaining continuously employed by the Company from the grant date through the vesting date, subject to certain exceptions in the event of the death or disability of the executive officer or certain other termination events. Information regarding restricted stock units granted during fiscal year 2025 is shown in the “Grants of Plan-Based Awards Table” in this Proxy Statement. Performance Stock. Performance stock awards made up approximately 50% of the NEOs’ annual long-term incentive compensation for fiscal year 2025. Performance stock awards represent the right to receive shares of Class A Common Stock if certain performance measures are met within the time period indicated in the grant. The target number of shares of performance stock granted during fiscal year 2025 was determined by dividing the dollar value assigned by the Compensation and Leadership Development Committee for performance stock by the closing price of the Company’s stock on the grant date. The Compensation and Leadership Development Committee approved the fiscal year 2025 performance stock awards at its November 6, 2024 meeting with a grant date of November 18, 2024. Performance measures are measured three years from the beginning of the fiscal year in which the performance stock is awarded, and, if the performance measures are achieved, the award vests as set forth below. The right to receive Class A Common Stock under a performance stock award is conditioned upon the executive officer remaining continuously employed by the Company from the grant date through the vesting date, subject to certain exceptions in the event of the death or disability of the executive officer or certain other termination events.

  28. Data and Digital

    On an annual basis, the Company’s senior management, Compensation and Leadership Development Committee and human resources group meet to discuss the performance measures to be considered for the following year’s grants. Through the course of its review and discussions, the Compensation and Leadership Development Committee chooses such performance measures that the Compensation and Leadership Development Committee believes provide the appropriate balance between (i) significant performance measures aimed at increasing shareholder value if achieved and (ii) performance measures that are reasonably attainable to motivate the officers to achieve the performance goals. The performance measures adopted by the Compensation and Leadership Development Committee for performance stock awards granted in fiscal year 2025 were as follows, with each measure weighted equally: •achievement of a cumulative Adjusted Operating Income target over fiscal years 2025, 2026 and 2027 (the “cumulative Adjusted Operating Income Performance Measure”); and •a comparison of the relative total shareholder return of the Company’s Class A Common Stock as compared to each of the constituent companies within the S&P 500 Consumer Staples Index over fiscal years 2025, 2026 and 2027 (the “rTSR performance measure”). The Compensation and Leadership Development Committee selected Adjusted Operating Income as an element in both the Company’s annual incentive program and long-term incentive program as the Compensation and Leadership Development Committee believes that this measure is viewed as a core driver of the Company’s performance and shareholder value creation, and that using Adjusted Operating Income as a financial performance-based measure is in the best interests of the Company and its shareholders, given its use by management in its evaluation of the performance of the business. The target for the cumulative Adjusted Operating Income performance measure is established at a level that was designed to be reasonably attainable to motivate the officers to achieve or exceed the goal. The Compensation and Leadership Development Committee also believes that including the rTSR performance measure in the long-term incentive program strikes an appropriate balance with respect to incentivizing income growth and aligns executives’ compensation with the creation of shareholder value. The Compensation and Leadership Development Committee selected the S&P 500 Consumer Staples Index for the comparison of relative total shareholder return, as it includes a large number of companies within or adjacent to our industry, providing for a broad cross-section of similarly situated companies for the comparison of total shareholder return. Based on the percentage of the Adjusted Operating Income measure achieved, our NEOs are entitled to receive upon achievement of the Adjusted Operating Income goals the number of shares as set forth in the following table:

  29. Data and Digital

    | Name | Cumulative Adjusted Operating Income | | | | | | Threshold (AOI of $4.05 billion) | Target (AOI of $5.4 billion) | Maximum (AOI of $6.75 billion) | | | John H. Tyson | 11,620 | 23,241 | 46,482 | Number of Shares Awarded (1)(2) | | Donnie King | 22,805 | 45,611 | 91,222 | | | Curt Calaway | 5,229 | 10,458 | 20,917 | | | Devin Cole | 5,810 | 11,620 | 23,241 | | | Adam Deckinger | 4,260 | 8,521 | 17,043 | | | Wes Morris | 6,391 | 12,782 | 25,565 | | | (1) Amounts rounded down to the nearest share and may differ from the amounts reported in the table entitled “Grants of Plan-Based Awards During Fiscal Year 2025” due to rounding differences. | | | | | | (2) The number of shares awarded scales on a pro-rata basis if the performance measure falls between the Threshold and Target, or between the Target and Maximum. | | | | |

  30. Data and Digital

    | Name | Relative Total Shareholder Return Percentile | | | | | | Threshold (30th Percentile) | Target (50th Percentile) | Maximum (80th Percentile) | | | John H. Tyson | 11,620 | 23,241 | 46,482 | Number of Shares Awarded (1)(2) | | Donnie King | 22,805 | 45,611 | 91,222 | | | Curt Calaway | 5,229 | 10,458 | 20,917 | | | Devin Cole | 5,810 | 11,620 | 23,241 | | | Adam Deckinger | 4,260 | 8,521 | 17,043 | | | Wes Morris | 6,391 | 12,782 | 25,565 | | | (1) Amounts rounded down to the nearest share and may differ from the amounts reported in the table entitled “Grants of Plan-Based Awards During Fiscal Year 2025” due to rounding differences. | | | | | | (2) The number of shares awarded scales on a pro-rata basis if the performance measure falls between the Threshold and Target, or between the Target and Maximum. | | | | |

  31. Data and Digital

    | Name | Number of Shares vested under the FY2023 performance stock grant | | | | | rTSR | Cumulative AOI | ROIC | | Executive Officers | — | — | — |

  32. Data and Digital

    Financial, Retirement and Welfare Benefit Plans Our NEOs are eligible to participate in the Company’s financial, retirement and welfare benefit plans that are generally available to all employees of the Company. The NEOs are also eligible to participate in certain plans described below that are only available to certain eligible officers and managers. We believe these benefits are a basic component in attracting, motivating and retaining executives and are comparable to the benefits offered by peer companies, according to market data. Deferred Compensation Plan. The Supplemental Executive Retirement Plan (“SERP”) is a non-qualified deferred compensation plan providing a retirement benefit to certain officers of the Company, including Messrs. John H. Tyson and King. Effective December 31, 2018, the Company amended the SERP to freeze the accrual of additional benefits and to preclude the addition of any new participants or recommencement of participation by prior participants. Mr. King participated in the SERP prior to his retirement in 2017, but when he rejoined the Company in January 2019, the SERP was frozen and he was, therefore, ineligible to resume participation. Mr. Calaway participated in the SERP prior to it being frozen. Mr. Morris was not a participant in the SERP prior to his 2017 departure from the Company and it was frozen prior to his return. Messrs. Cole and Deckinger were not eligible to participate in the SERP as it was frozen prior to their joining (or rejoining) the Company. The SERP allows participating officers to supplement such officers’ existing anticipated retirement payments and benefits. Additional information about our SERP is included in the narrative text following the section titled “Executive Compensation—Pension Benefits” in this Proxy Statement. Retirement Plans. We also provide the following qualified and non-qualified plans to the NEOs: •Employee Stock Purchase Plan; •Retirement Savings Plan; •Executive Savings Plan; and •Executive Long-Term Disability Plan. The Employee Stock Purchase Plan is a non-qualified benefit plan available to all NEOs and most U.S.-based employees (some bargaining units do not participate). The purpose of the plan is to encourage employees to acquire stock in the Company by offering employees who participate a way to purchase our Class A Common Stock on terms better than those available to a typical investor. Participants are currently eligible to participate on the first day of employment and can contribute (on an after-tax basis) up to 20% of eligible pay to this plan per pay period. After one year of service, the Company will match 25% of the first 10% of eligible pay contributed by the employee. The plan provides for 100% immediate vesting. The Retirement Savings Plan is a tax-qualified benefit plan (401(k)) available to all NEOs and most U.S.-based employees (some bargaining units do not participate). The plan allows employees who participate to save money for retirement in a tax-advantaged way. Participants may elect how their accounts are invested from a selection of investment options. Participants are currently eligible to participate on the first day of employment and can contribute from 1% to 60% of eligible pay to this plan per pay period, on either a pre-tax basis, an after-tax Roth basis or a combination of the two, subject to IRS annual limits on contributions and compensation. After one year of service, the Company matches 100% of the first 3% of eligible pay contributed, plus 50% of the next 2% contributed. This plan provides for 100% immediate vesting. The Executive Savings Plan is a non-qualified deferred compensation plan available to the NEOs and other highly compensated U.S.-based employees of the Company. The plan is available for those who wish to defer additional dollars over and above the IRS limits for tax-qualified plans. Participants can defer up to 60% of base pay into this plan. Participants can also defer up to 100% of the annual incentive payment to this plan. All deferrals and payout elections to this plan must be elected by December 31 of the year prior to the deferral year. This plan provides Company matching contributions in the same manner and amount as the Retirement Savings Plan for contributions not otherwise matched under the Retirement Savings Plan. In addition, NEOs and certain other participants receive a non-elective Company contribution equal to 4% of their base salary and Annual Incentive Plan payment. The Company may also make non-elective contributions to certain participants within its discretion. Participants elect notional investment options mirroring those available under the Retirement Savings Plan. This plan generally provides for 100% immediate vesting, except for certain discretionary non-elective contributions, which may be subject to a vesting schedule established by the Company. Additional information on the Executive Savings Plan can be found in the narrative text following the table titled “Nonqualified Deferred Compensation for Fiscal Year 2025” in this Proxy Statement. U.S.-based officers and certain U.S.-based managers of the Company (including the NEOs) participate in the Executive Long-Term Disability Plan. This plan replaces (tax free) up to 60% of “insured earnings” to a maximum benefit of $25,000 per month. “Insured Earnings” include salary, annual incentive payment and the value of the most recent annual stock option, restricted stock and performance stock awards. The value of the premiums paid by the Company are included in the participant’s taxable income. Welfare Benefit Plans. Our NEOs and other executives participate in our broad-based employee welfare plans, including medical, dental, vision and other insurance. These plans and benefits are available to all salaried employees. In addition, certain executives, including Messrs. King, Calaway, Cole, Deckinger and Morris, receive an additional amount of term life insurance (“Executive Basic Life Insurance”) under our Basic Life Insurance Plan equal to two times their respective annual base salaries. Executive Basic Life Insurance coverage ends upon termination of employment or when the executive is no longer employed in an eligible position. Mr. Calaway is under the Executive Life Insurance Plan, which provides for a benefit of $1.5 million of term life insurance coverage. In addition, the Company pays for annual physical examinations for its executive officers, including NEOs. Perquisites We provide certain perquisites that the Compensation and Leadership Development Committee believes are reasonable and consistent with our overall compensation program. The Company pays taxes owed by the NEOs (subject to certain limits) on certain of these perquisites. The value of these perquisites and the estimated income taxes thereon are imputed as income to the executive. The Compensation and Leadership Development Committee believes that these personal benefits provide executives with benefits that balance our compensation program and help attract and retain executive talent. The Compensation and Leadership Development Committee reviews the perquisites, including personal usage of Company-owned aircraft, on an at least annual basis to evaluate whether they are appropriate given the Company’s total compensation program and market practice.

  33. Executive Severance Plan

    Executive Severance Plan Messrs. Calaway and Cole are participants in the Executive Severance Plan, which provides eligible employees with certain severance benefits. Upon a qualifying involuntary termination, the participating NEO will be eligible for (i) cash severance benefits equal to two times their annual base salary, payable in installments in accordance with the Company’s normal payroll schedule and (ii) COBRA reimbursements for up to two years of continued coverage. A qualifying involuntary termination includes termination of employment by the Company without cause or by the participating NEO for good reason. A qualifying voluntary termination is a termination of employment by a participating NEO with at least five years of consecutive service with the Company who provides a qualifying 12-month prior notice to the Company of their election to terminate employment. In addition, participating NEOs in the Executive Severance Plan are also eligible to receive a payout under the Executive Severance Plan equal to the amount that they would have received under the Company’s Annual Incentive Plan for the year of termination, provided that the NEO’s date of termination occurs on or after December 1 of the then-current fiscal year. Any payout will be determined based on actual Company performance and prorated for the NEO’s service during the year. An otherwise eligible employee is not eligible to participate in the Executive Severance Plan if they (i) have a written employment contract with the Company or any affiliate on their date of termination or (ii) are otherwise covered by any other plan or similar arrangement that addresses severance pay or any similar benefits, regardless of whether they receive any severance pay or benefits under such contract, plan or similar arrangement. Severance information is more particularly described in the section titled “Executive Compensation—Potential Payments Upon Termination” in this Proxy Statement.

  34. Certain Benefits Upon a Change in Control

    Certain Benefits Upon a Change in Control The Compensation and Leadership Development Committee believes that change in control benefits are an important part of the total executive compensation program because they protect the Company’s interest in the continuity and stability of the executive group. The Compensation and Leadership Development Committee also believes that the change in control benefits are necessary to retain and attract highly qualified executives and help to keep them focused on minimizing interruptions in business operations by reducing any concerns they may have of being terminated prematurely and without cause during any ownership transition. Impact of Change in Control on the SERP. No later than 30 days after a change in control of the Company, a grantor trust created under the SERP will be funded with the present value of all accrued benefits for each participant under the SERP. Executive Life Insurance Program. Following a change in control of the Company, the Company will continue to pay the annual life insurance premiums (plus a tax gross-up based on the withholding rates for supplemental wages) under the Executive Life Insurance Program for active participants on the date of the change in control up to the earlier of termination of employment or age 62. As described in the section titled “Elements of Compensation—Equity-Based Compensation,” starting in fiscal year 2023, we updated the terms for new stock option awards, restricted stock awards, restricted stock units and performance stock awards to provide for the vesting of a pro rata portion of unvested awards in the event of an involuntary termination without cause, including upon a change of control. Change in control information is more particularly described in the section titled “Executive Compensation—Potential Payments Upon a Change in Control” in this Proxy Statement.

  35. Accounting Considerations

    Accounting Considerations The Company accounts for equity-based awards by recognizing the compensation expense of the equity award to an employee based on the fair value of the award on the grant date. The Company has determined the fair value of these awards based on the assumptions set forth in Note 14 to our fiscal year 2025 audited financial statements included in our Form 10-K for the fiscal year ended September 27, 2025. The compensation expense for stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock and performance stock is ratably recognized over the vesting period.

  36. Risk Considerations in Our Overall Compensation Program

    Risk Considerations in Our Overall Compensation Program We believe that the Company’s compensation program is structured in such a way as to discourage excessive risk-taking. In making this determination, we considered various aspects of our compensation program, including the mix of fixed and performance-based compensation for management and other key employees. The Company’s performance-based compensation awards are designed to reward both short-term and long-term performance. By linking a portion of total compensation to the Company’s long-term performance, we seek to mitigate short-term risks that could be detrimental to the Company’s long-term best interests and the creation of shareholder value. Another aspect we considered is our practice of increasing an individual’s long-term incentive equity-based performance compensation as a percentage of their total compensation as their responsibility and ability to affect the financial results of the Company increases. Such long-term equity-based performance awards are subject to multi-year vesting periods and derive their value from the Company’s total performance, which we believe further encourages decision-making that is in the long-term best interests of the Company and its shareholders. Finally, we considered our stock ownership guidelines for executive officers and directors, which are designed to strengthen the alignment between the interests of our Board of Directors and executive officers and the Company’s shareholders. We believe these guidelines discourage excessive risk-taking that could be detrimental to the long-term interests of the Company, its performance or our stock price. In conclusion, we believe that the Company’s compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.

  37. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025 The table below summarizes the compensation for our NEOs during fiscal year 2025 and, where required by applicable SEC disclosure rules, fiscal years 2024 and 2023.

  38. Summary Compensation Table for Fiscal Year 2025

    | Name and Principal Position During Fiscal Year 2025 | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | John H. Tyson, Chairman of the Board | 2025 | 1,212,000 | — | 4,934,847 | 1,500,000 | 5,886,120 | — | 3,991,886 | 17,524,853 | | | 2024 | 1,212,000 | — | 7,569,245 | 1,681,378 | 4,131,000 | — | 3,810,849 | 18,404,472 | | | 2023 | 1,212,000 | — | 4,469,093 | 1,500,005 | 315,000 | — | 1,330,914 | 8,827,012 | | Donnie King, President and Chief Executive Officer | 2025 | 1,662,000 | — | 19,684,637 | 2,943,752 | 9,401,385 | — | 777,795 | 34,469,569 | | | 2024 | 1,452,385 | — | 11,676,949 | 3,082,531 | 5,996,586 | — | 564,643 | 22,773,094 | | | 2023 | 1,396,615 | — | 8,193,338 | 2,750,006 | 436,154 | — | 404,006 | 13,180,119 | | Curt Calaway, Chief Financial Officer | 2025 | 687,000 | — | 2,940,681 | 675,003 | 1,737,228 | — | 350,746 | 6,390,658 | | | 2024 | 516,057 | — | 528,462 | 84,074 | 876,856 | — | 169,385 | 2,174,834 | | Devin Cole, Chief Operating Officer | 2025 | 924,039 | — | 2,767,423 | 750,014 | 2,739,030 | — | 378,908 | 7,559,414 | | Adam Deckinger, Chief Legal & Administrative Officer | 2025 | 737,000 | — | 1,809,444 | 550,003 | 1,997,393 | — | 298,168 | 5,392,008 | | Wes Morris, former Group President Poultry | 2025 | 850,462 | — | 2,714,166 | 825,011 | 1,872,805 | — | 361,262 | 6,623,706 | | | 2024 | 789,308 | — | 2,284,623 | 840,689 | 1,731,452 | — | 330,753 | 5,976,825 | | Brady Stewart, former Group President Beef, Pork and Chief Supply Chain Officer | 2025 | 891,308 | — | 2,714,166 | 825,011 | — | — | 2,274,414 | 6,704,899 | | | 2024 | 917,769 | — | 2,284,623 | 840,689 | 2,292,729 | — | 337,710 | 6,673,520 | | | 2023 | 568,384 | — | 3,320,000 | — | 155,924 | — | 1,634,973 | 5,679,281 |

  39. Summary Compensation Table for Fiscal Year 2025

    (1)The amounts included in these columns are the aggregate grant date fair values for performance stock, restricted stock units and option awards granted in the fiscal year shown, computed in accordance with the stock-based compensation accounting rules set forth in ASC 718. For performance stock with market performance criteria, the grant date fair value was calculated using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date. For performance stock without market performance criteria, restricted stock and restricted stock units, the grant date fair value was calculated based on the closing market price of our Class A Common Stock on the grant date. For option awards, the grant date fair value was calculated using a binomial lattice model with a Monte Carlo simulation. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. Recipients do not realize the value of equity-based awards until the awards vest (or are exercised in the case of stock options). The actual value that a recipient will realize from these awards is determined by the Company’s future share price and may be higher or lower than the amounts indicated in the table, which represent the full grant date fair value of such awards. The grant date fair values of the performance stock reflect target payout. The number of shares of performance stock that vest, if any, depends on the specified level of performance achieved with respect to the performance measures tied to these awards. The table below shows the grant date fair values of the performance stock awards granted to each NEO during fiscal year 2025 at the target payout and the maximum payout that would result if the highest levels of performance goals are achieved. Description of the performance stock granted in fiscal year 2025 is provided in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Compensation—Performance Stock” in this Proxy Statement. Stock Awards include, restricted stock, restricted stock units and performance stock. As approved by the Compensation and Leadership Development Committee, equity-based compensation for Mr. John H. Tyson, including restricted stock, restricted stock units, or performance stock that vested in November 2025 was settled in cash.

  40. Summary Compensation Table for Fiscal Year 2025

    | | Grant Date Fair Value of Performance Stock Awards ($) | | | Name | Target Payout | Maximum Payout | | John H. Tyson | 3,434,847 | 6,000,000 | | Donnie King | 11,740,887 | 19,275,000 | | Curt Calaway | 1,545,681 | 2,700,000 | | Devin Cole | 1,717,423 | 3,000,000 | | Adam Deckinger | 1,259,444 | 2,200,000 | | Wes Morris | 1,889,166 | 3,300,000 | | Brady Stewart | 1,889,166 | 3,300,000 |

  41. Summary Compensation Table for Fiscal Year 2025

    (2)Amounts reflected in this column are cash payments made pursuant to the Annual Incentive Plan. For a more detailed discussion, see the section titled “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Plan - Eligibility and Fiscal Year 2025 Performance Measure” in this Proxy Statement. (3)For the assumptions used to determine the change in the pension value, see the table titled “SERP Assumptions” in the section titled “Pension Benefits” in this Proxy Statement. Mr. King participated in the SERP prior to his retirement in 2017, but when he rejoined the Company in January 2019, the SERP was frozen and he was, therefore, ineligible to resume participation. Mr. John H. Tyson and Mr. King are currently receiving distributions under the SERP. Mr. Calaway participated in the SERP prior to it being frozen. Messrs. Cole, Deckinger and Stewart were ineligible to participate in the SERP because it was frozen prior to their joining (or rejoining) the Company. (4)The amounts reflected in this column for fiscal year 2025 represent the sum of all other compensation and perquisites received by the NEOs from the Company, as more fully set forth in the table below.

  42. Summary Compensation Table for Fiscal Year 2025

    | Name | Year | Reimbursement of Taxes ($)(a) | Executive Life Insurance Premiums ($) | Company Contribution under the Employee Stock Purchase Plan ($) | Company Contribution under the Executive Savings Plan ($)(b) | Company Contribution under the Retirement Savings Plan ($) | Perquisites ($)(c) | | John H. Tyson | 2025 | 481,667 | — | — | 301,906 | 3,692(d) | 3,204,621(e) | | Donnie King | 2025 | 92,905 | 6,932 | 41,250 | 435,194 | 14,000 | 187,514(f) | | Curt Calaway | 2025 | 37,666 | 18,753 | 16,875 | 176,395 | 14,192(d) | 86,864(g) | | Devin Cole | 2025 | 20,703 | 4,321 | — | 255,604 | 19,904(d) | 78,376(h) | | Adam Deckinger | 2025 | 24,569 | 3,152 | 18,125 | 195,485 | 11,438(d) | 45,399(i) | | Wes Morris | 2025 | 81,642 | 3,572 | 20,962 | 119,886 | 8,881(d) | 126,319(j) | | Brady Stewart | 2025 | 15,155 | 2,912 | 8,800 | 33,113 | 7,231 | 2,207,203(k) |

  43. Summary Compensation Table for Fiscal Year 2025

    _______________________________ (a)Included in these amounts are Company payments to the applicable NEOs for the reimbursement of taxes in connection with life insurance premiums for fiscal year 2025 but processed in the following fiscal year. The fiscal year 2025 reimbursement was made subsequent to the end of fiscal year 2025. (b)Included in these amounts are Company contributions to the applicable NEOs pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2025, though attributable to performance in fiscal year 2025, as follows: Mr. John H. Tyson - $235,445; Mr. King - $376,055; Mr. Calaway - $138,978; Mr. Cole - $219,122; Mr. Deckinger - $159,791 and Mr. Morris - $74,912 (a description of the Executive Savings Plan is provided under the heading “Financial, Retirement and Welfare Benefit Plans” in the “Compensation Discussion and Analysis” section of this Proxy Statement, as well as following the table titled “Nonqualified Deferred Compensation for Fiscal Year 2025” under the heading “Executive Savings Plan”). The amounts do not include matching contributions that were attributable to performance in fiscal year 2024 but paid in fiscal year 2025, as those awards were previously reported as fiscal year 2024 compensation. (c)The amounts in this column include premiums paid by the Company for a long-term disability insurance policy for each NEO. The values expressed for personal use of Company-owned aircraft in footnotes (d) through (k), below, are based on the aggregate incremental cost to the Company using a method that accounts for fuel, maintenance, landing fees, other associated travel costs and charter fees. Mr. John H. Tyson’s and Mr. King’s personal use of Company-owned aircraft is permitted under their respective employment contracts and the other NEOs’ personal use of Company-owned aircraft is at the CEO’s discretion, subject to an overall limit established by the Compensation and Leadership Development Committee. In each case, the executives’ use must comply with Company policy and not interfere with the Company’s use of the aircraft. The values of all perquisites are based on the incremental aggregate cost to the Company and are individually quantified only if they exceed the greater of $25,000 or 10% of the total amount of perquisites for such NEO. (d)These amounts include all contributions made during fiscal year 2025 and include certain adjustments or true-ups in connection with prior year contributions. (e)This amount includes $3,158,214 for personal use of Company-owned aircraft and $41,484 for security services. It also includes amounts for an additional cellular device and event tickets. (f)This amount includes $181,102 for personal use of Company-owned aircraft. It also includes an amount for donation matching. (g)This amount includes $48,161 for personal use of Company-owned aircraft. It also includes amounts for donation matching and an executive physical. (h)This amount includes $73,625 for personal use of Company-owned aircraft. It also includes amounts for donation matching and an executive physical. (i)This amount includes $38,987 for personal use of Company-owned aircraft. It also includes an amount for donation matching. (j)This amount includes $111,608 for personal use of Company-owned aircraft. It also includes amounts for donation matching and an executive physical. (k)This amount includes $36,455 for personal use of Company-owned aircraft and $2,169,415 as a lump sum payment under the Executive Severance Plan which will be paid on or about March 5, 2026.

  44. Grants of Plan-Based Awards During Fiscal Year 2025

    Grants of Plan-Based Awards During Fiscal Year 2025 The table below provides information on equity- and cash-based performance awards granted to each of the Company’s NEOs during fiscal year 2025. The equity-based awards were granted under the Stock Incentive Plan. The cash-based performance awards were granted under the Annual Incentive Plan. More information on plan-based awards is provided in the section titled “Compensation Discussion and Analysis—Elements of Compensation” in this Proxy Statement.

  45. Grants of Plan-Based Awards During Fiscal Year 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Under- lying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | John H. Tyson | | 11/6/2024 | 1,020,000 | 2,040,000 | 4,080,000 | | | | | | | | | | 11/18/2024 | 11/6/2024 | | | | 23,241 | 46,482 | 92,965 | | | | 3,434,847 | | | 11/18/2024 | 11/6/2024 | | | | | | | 23,241 | | | 1,500,000 | | | 11/18/2024 | 11/6/2024 | | | | | | | | 107,604 | 64.54 | 1,500,000 | | Donnie King | | 11/6/2024 | 1,897,500 | 3,795,000 | 7,590,000 | | | | | | | | | | 11/18/2024 | 11/6/2024 | | | | 45,611 | 91,222 | 182,444 | | | | 6,740,886 | | | 11/18/2024 | 11/6/2024 | | | | 38,735 | 77,471 | 116,207 | | | | 5,000,000 | | | 11/18/2024 | 11/6/2024 | | | | | | | 77,471 | | | 5,000,000 | | | 11/18/2024 | 11/6/2024 | | | | | | | 45,611 | | | 2,943,750 | | | 11/18/2024 | 11/6/2024 | | | | | | | | 211,173 | 64.54 | 2,943,752 | | Curt Calaway | | 11/6/2024 | 371,250 | 742,500 | 1,485,000 | | | | | | | | | | 11/18/2024 | 11/6/2024 | | | | 10,458 | 20,917 | 41,834 | | | | 1,545,681 | | | 11/18/2024 | 11/6/2024 | | | | | | | 10,459 | | | 675,000 | | | 11/18/2024 | 11/6/2024 | | | | | | | 11,156 | | | 720,000 | | | 11/18/2024 | 11/6/2024 | | | | | | | | 48,422 | 64.54 | 675,003 | | Devin Cole (6) | 11/18/2024 | 11/6/2024 | | | | 11,620 | 23,241 | 46,482 | | | | 1,717,423 | | | 11/18/2024 | 11/6/2024 | | | | | | | 11,621 | | | 750,000 | | | 11/18/2024 | 11/6/2024 | | | | | | | | 53,803 | 64.54 | 750,014 | | | 5/9/2025 | 4/30/2025 | | | | | | | 5,425 | | | 300,000 | | | | 9/4/2025 | 1,080,000 | 2,160,000 | 4,320,000 | | | | | | | | | Adam Deckinger | | 11/6/2024 | 398,750 | 797,500 | 1,595,000 | | | | | | | | | | 11/18/2024 | 11/6/2024 | | | | 8,521 | 17,043 | 34,087 | | | | 1,259,444 | | | 11/18/2024 | 11/6/2024 | | | | | | | 8,522 | | | 550,000 | | | 11/18/2024 | 11/6/2024 | | | | | | | | 39,455 | 64.54 | 550,003 | | Wes Morris | | 11/6/2024 | 467,500 | 935,000 | 1,870,000 | | | | | | | | | | 11/18/2024 | 11/6/2024 | | | | 12,782 | 25,565 | 51,131 | | | | 1,889,166 | | | 11/18/2024 | 11/6/2024 | | | | | | | 12,783 | | | 825,000 | | | 11/18/2024 | 11/6/2024 | | | | | | | | 59,183 | 64.54 | 825,011 |

  46. Grants of Plan-Based Awards During Fiscal Year 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Under- lying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Brady Stewart | | 11/6/2024 | 587,500 | 1,175,000 | 2,350,000 | | | | | | | | | | 11/18/2024 | 11/6/2024 | | | | 12,782 | 25,565 | 51,131 | | | | 1,889,166 | | | 11/18/2024 | 11/6/2024 | | | | | | | 12,783 | | | 825,000 | | | 11/18/2024 | 11/6/2024 | | | | | | | | 59,183 | 64.54 | 825,011 |

  47. Grants of Plan-Based Awards During Fiscal Year 2025

    (1)The amounts in these columns represented the threshold, target and maximum amounts payable for performance in fiscal year 2025 under the Annual Incentive Plan based on the NEO’s annual salary and target percentage as of the approval date. The amounts paid to each NEO pursuant to this plan for fiscal year 2025 are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table for Fiscal Year 2025” in this Proxy Statement. For more detailed information on the Annual Incentive Plan and potential payments thereunder, see the discussion and tables in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Payments” in this Proxy Statement. (2)The amounts in these columns represent (i) the threshold, target and maximum number of shares of performance stock which would be awarded upon the achievement of specified performance criteria for the awards granted, and (ii) the number of shares of restricted stock units. The vesting terms of the performance stock award include the achievement of a three-year cumulative Adjusted Operating Income target and a favorable relative total shareholder return comparison with the S&P 500 Consumers Staples Index over a three-year period. In addition, Mr. King received a performance stock award which included performance criteria for an adjusted cumulative EBITDA over a three-year period. The restricted stock units granted on November 18, 2024 vest in equal annual increments on each of the first, second and third anniversary dates of the grant and are based on the NEOs’ continued employment through the each of the vesting dates (other than Mr. John H. Tyson whose restricted stock vested on November 18, 2025). For a more detailed discussion, see the sections titled “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Compensation—Performance Stock” and “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Compensation—Restricted Stock” in this Proxy Statement. (3)The amounts in this column represent non-qualified stock options that expire on November 18, 2034. These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years. (4)Pursuant to the terms of the Stock Incentive Plan, the exercise price for all options listed in this column is the closing price of our Class A Common Stock on the grant date. (5)For a description of the methodology used to determine the grant date fair value of stock and option awards, see footnote (1) to the “Summary Compensation Table for Fiscal Year 2025” in this Proxy Statement. (6)Mr. Cole’s target eligibility under the Annual Incentive Plan was increased to 160%, effective as of September 4, 2025.

  48. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The table below provides information on the stock option, restricted stock, restricted stock units and performance stock awards held by each of the Company’s NEOs as of September 27, 2025.

  49. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | John H. Tyson | 11/30/2015 | 109,202 | — | 50.00 | 11/30/2025 | | | | | | | 11/28/2016 | 93,334 | — | 58.34 | 11/28/2026 | | | | | | | 11/17/2017 | 71,997 | — | 77.97 | 11/17/2027 | | | | | | | 11/19/2018 | 127,754 | — | 59.42 | 11/19/2028 | | | | | | | 11/18/2019 | 89,499 | — | 89.98 | 11/18/2029 | | | | | | | 11/20/2020 | 134,048 | — | 60.74 | 11/20/2030 | | | | | | | 11/19/2021 | 90,745 | — | 81.51 | 11/19/2031 | | | | |

  50. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | John H. Tyson, continued | 11/18/2022 | 63,212 | 31,605(2) | 65.52 | 11/18/2032 | | | | | | | 11/18/2022 | | | | | | | 91,575(3) | 4,962,449 | | | 11/17/2023 | 44,131 | 88,261(4) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | | | 123,102(5) | 6,670,897 | | | 11/17/2023 | | | | | | | 30,775(6) | 1,667,697 | | | 11/18/2024 | — | 107,604(7) | 64.54 | 11/18/2034 | | | | | | | 11/18/2024 | | | | | 24,055(8) | 1,303,540 | | | | | 11/18/2024 | | | | | | | 92,965(9) | 5,037,773 | | Donnie King | 11/18/2019 | 40,275 | — | 89.98 | 11/18/2029 | | | | | | | 11/20/2020 | 60,322 | — | 60.74 | 11/20/2030 | | | | | | | 06/02/2021 | 50,725 | — | 80.27 | 06/02/2031 | | | | | | | 11/19/2021 | 99,819 | — | 81.51 | 11/19/2031 | | | | | | | 11/18/2022 | 115,888 | 57,943(2) | 65.52 | 11/18/2032 | | | | | | | 11/18/2022 | | | | | 46,556(8) | 2,522,870 | | | | | 11/18/2022 | | | | | | | 167,887(3) | 9,097,797 | | | 11/17/2023 | 80,907 | 161,812(4) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | 40,323(10) | 2,185,103 | | | | | 11/17/2023 | | | | | | | 225,687(5) | 12,229,979 | | | 11/17/2023 | | | | | | | 33,853(6) | 1,834,494 | | | 11/18/2024 | — | 211,173(7) | 64.54 | 11/18/2034 | | | | | | | 11/18/2024 | | | | | 47,210(11) | 2,558,310 | | | | | 11/18/2024 | | | | | 80,186(12) | 4,345,279 | | | | | 11/18/2024 | | | | | | | 182,444(9) | 9,886,640 | | | 11/18/2024 | | | | | | | 116,207(13) | 6,297,257 | | Curt Calaway | 11/30/2015 | 6,539 | — | 50.00 | 11/30/2025 | | | | | | | 11/28/2016 | 5,589 | — | 58.34 | 11/28/2026 | | | | | | | 11/17/2017 | 4,115 | — | 77.97 | 11/17/2027 | | | | | | | 11/19/2018 | 6,608 | — | 59.42 | 11/19/2028 | | | | | | | 11/18/2019 | 4,475 | — | 89.98 | 11/18/2029 | | | | | | | 11/20/2020 | 6,702 | — | 60.74 | 11/20/2030 | | | | | | | 11/19/2021 | 4,538 | — | 81.51 | 11/19/2031 | | | | | | | 11/18/2022 | 3,161 | 1,580(2) | 65.52 | 11/18/2032 | | | | | | | 11/18/2022 | | | | | | | 4,578(3) | 248,082 | | | 11/18/2022 | | | | | 1,269(8) | 68,767 | | | | | 11/17/2023 | 2,207 | 4,413(4) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | 1,100(10) | 59,609 | | | | | 11/17/2023 | | | | | | | 6,155(5) | 333,539 | | | 11/17/2023 | | | | | | | 3,077(6) | 166,743 | | | 11/18/2024 | — | 48,422(7) | 64.54 | 11/18/2034 | | | | | | | 11/18/2024 | | | | | 10,825(11) | 586,607 | | | | | 11/18/2024 | | | | | 11,547(11) | 625,732 | | | | | 11/18/2024 | | | | | | | 41,834(9) | 2,266,984 | | Devin Cole | 05/10/2024 | | | | | 22,061(14) | 1,195,486 | | | | | 05/10/2024 | | | | | 6,854(14) | 371,418 | | | | | 11/18/2024 | — | 53,803(7) | 64.54 | 11/18/2034 | | | | | | | 11/18/2024 | | | | | 12,028(11) | 651,797 | | | | | 11/18/2024 | | | | | | | 46,482(9) | 2,518,860 | | | 05/09/2025 | | | | | 5,523(15) | 299,291 | | | | Adam Deckinger | 11/19/2018 | 3,855 | — | 59.42 | 11/19/2028 | | | | | | | 11/18/2019 | 2,611 | — | 89.98 | 11/18/2029 | | | | | | | 11/20/2020 | 3,910 | — | 60.74 | 11/20/2030 | | | | | | | 11/19/2021 | 2,647 | — | 81.51 | 11/19/2031 | | | | |

  51. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Adam Deckinger, continued | 11/18/2022 | 3,161 | 1,580(2) | 65.52 | 11/18/2032 | | | | | | | 11/18/2022 | | | | | | | 2,289(3) | 124,041 | | | 11/18/2022 | | | | | 1,260(8) | 68,279 | | | | | 02/10/2023 | | | | | 9,298(16) | 503,859 | | | | | 11/17/2023 | 9,195 | 18,387(4) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | 4,582(10) | 248,299 | | | | | 11/17/2023 | | | | | | | 25,646(5) | 1,389,757 | | | 11/17/2023 | | | | | | | 448(6) | 24,277 | | | 11/18/2024 | — | 39,455(7) | 64.54 | 11/18/2034 | | | | | | | 11/18/2024 | | | | | 8,820(11) | 477,956 | | | | | 11/18/2024 | | | | | | | 34,087(9) | 1,847,175 | | Wes Morris | 11/17/2023 | — | 44,130(4) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | 10,997(10) | 595,927 | | | | | 11/17/2023 | | | | | | | 61,551(5) | 3,335,449 | | | 11/18/2024 | — | 59,183(7) | 64.54 | 11/18/2034 | | | | | | | 11/18/2024 | | | | | 13,231(11) | 716,988 | | | | | 11/18/2024 | | | | | | | 51,131(9) | 2,770,789 | | Brady Stewart | 11/17/2023 | 39,742 | —(17) | 48.74 | 11/17/2033 | | | | | | | 11/18/2024 | 15,728 | —(17) | 64.54 | 11/18/2034 | | | | |

  52. Outstanding Equity Awards at 2025 Fiscal Year-End

    The footnotes below are applicable to more than one executive where noted. (1)The amounts listed in this column reflect a share price of $54.19, the closing price of our shares on the NYSE on September 26, 2025, the last trading day of our 2025 fiscal year. (2)These options vested and became exercisable on November 18, 2025. (3)This represents an award of performance stock that expired on November 18, 2025, based on the actual level of performance having not satisfied the following performance criteria: (a) a cumulative operating income target of $13 billion for the 2023-2025 fiscal years and, (b) a favorable comparison of the relative shareholder return of the Company’s Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2023-2025 fiscal years, and (c) a cumulative return on invested capital of 11.4% for the 2023-2025 fiscal years. The number of shares reported is based on the maximum potential payout. (4)One-half of these options vested and became exercisable on November 17, 2025 and the remaining options are scheduled to vest and become exercisable on November 17, 2026. (5)This represents an award of performance stock that vests on November 20, 2026, subject to the achievement of a three-year cumulative Adjusted Operating Income target and a favorable comparison of the Company’s relative total shareholder return to a predetermined peer group of publicly traded companies over the 2024-2026 fiscal years. The number of shares reported is based on the maximum potential payout. (6)This represents an award of performance stock which vested on November 17, 2025, subject to the achievement of a one-year cumulative Adjusted Operating Income target of $1.161 billion over the 2024 fiscal year. (7)One-third of these options vested and became exercisable on November 18, 2025. One-half of the remaining options are scheduled to vest and become exercisable on November 18, 2026, and the remaining options are scheduled to vest and become exercisable on November 18, 2027. (8)This represents an award of restricted stock that vested on November 18, 2025. The amount includes shares accrued under the Company’s dividend reinvestment plan. (9)This represents an award of performance stock that vests on November 18, 2027, subject to the achievement of a three-year cumulative Adjusted Operating Income target and a favorable comparison of the Company’s relative total shareholder return to a predetermined peer group of publicly traded companies over the 2025-2027 fiscal years. The number of shares reported is based on the maximum potential payout. (10)This represents an award of restricted stock that one-half of which vested on November 17, 2025 and the remaining restricted stock will vest on November 17, 2026. The amount includes shares accrued under the Company’s dividend reinvestment plan. (11)This represents an award of restricted stock units that one-third of which vested on November 18, 2025. One-half of the remaining restricted stock units will vest on November 18, 2026 and the remaining restricted stock units will vest on November 18, 2027. The amount includes shares accrued under the Company’s dividend reinvestment plan. (12)This represents an award of restricted stock units that vest on November 18, 2027. The amount includes shares accrued under the Company’s dividend reinvestment plan. (13)This represents an award of performance stock that vests on November 18, 2027, subject to the achievement of a three-year cumulative EBITDA target over the 2025-2027 fiscal years. The number of shares reported is based on the maximum potential payout. (14)This represents an award of restricted stock that vests on May 10, 2026. The amount includes shares accrued under the Company’s dividend reinvestment plan. (15)This represents an award of restricted stock units that one-third of which will vest on May 9, 2026. One-half of the remaining restricted stock will vest on May 9, 2027 and the remaining restricted stock will vest on May 9, 2028. The amount includes shares accrued under the Company’s dividend reinvestment plan. (16)This represents an award of restricted stock that vests on February 10, 2026. The amount includes shares accrued under the Company’s dividend reinvestment plan. (17)As described in the section titled “Compensation Discussion and Analysis—Executive Transitions” in this Proxy Statement, Mr. Stewart departed from the role of Group President, Prepared Foods, Beef & Pork and Chief Supply Chain Officer of the Company, effective September 2, 2025. In connection with his departure, Mr. Stewart received (i) accelerated pro rata vesting of his remaining outstanding restricted stock units with an aggregate value of $189,883 on September 27, 2025 (see footnote 11); (ii) accelerated pro rata vesting of his remaining outstanding restricted stock with an aggregate value of $3,044,941 on September 27, 2025; (iii) pro-rata vesting of his remaining outstanding unvested stock options with an aggregate value of $216,594 on September 27, 2025, with an expiration date of September 5, 2028; (iv) accelerated pro rata vesting of his outstanding unvested performance stock awards granted in November 2023 and November 2024 based on final company performance and actual payout level with an aggregate value of $1,369,419, based on our stock price on September 27, 2025.

  53. Option Exercises and Stock Vested During Fiscal Year 2025

    Option Exercises and Stock Vested During Fiscal Year 2025 The table below sets forth the number of shares acquired and the value realized upon exercise of stock options and vesting of stock awards during fiscal year 2025 by the listed NEOs.

  54. Option Exercises and Stock Vested During Fiscal Year 2025

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John H. Tyson | 231,239 | 4,973,951 | 31,874(1) | 2,050,162(2) | | | | | 30,775(3) | 1,979,483(2) | | Donnie King | | | 19,478(1) | 1,252,877(2) | | | | | 33,853(3) | 2,177,431(2) | | | | | 22,186(4) | 1,395,986(5) | | Curt Calaway | | | 531(1) | 34,169(2) | | | | | 3,077(3) | 197,948(2) | | | | | 1,008(4) | 63,454(5) | | Devin Cole | | | 35,131(6) | 1,942,787(7) | | Adam Deckinger | | | 2,213(1) | 142,372(2) | | | | | 448(3) | 28,867(2) | | | | | 1,176(4) | 74,030(5) | | | | | 1,245(8) | 73,172(9) | | Wes Morris | 22,066 | 352,257 | 5,312(1) | 341,694(2) | | Brady Stewart | | | 5,312(1) | 341,694(2) | | | | | 4,445(10) | 249,830(11) | | | | | 23,378(10) | 1,313,879(11) | | | | | 28,366(10) | 1,594,173(11) |

  55. Option Exercises and Stock Vested During Fiscal Year 2025

    _______________________________ (1)Represents previously awarded restricted stock that vested on November 17, 2024. (2)The value is based on our stock price of $64.32 on November 15, 2024. (3)Represents previously awarded performance stock that vested on November 17, 2024. (4)Represents previously awarded restricted stock that vested on November 19, 2024. (5)The value is based on our stock price of $62.92 on November 19, 2024. (6)Represents previously awarded restricted stock that vested on May 10, 2025. (7)The value is based on our stock price of $55.30 on May 9, 2025. (8)Represents previously awarded restricted stock that vested on February 11, 2025. (9)The value is based on our stock price of $58.77 on February 11, 2025. (10)Represents previously awarded restricted stock that vested on a pro-rata basis on September 5, 2025 in connection with Mr. Stewart’s departure from the Company. (11)The value is based on our stock price of $56.20 on September 5, 2025.

  56. Pension Benefits

    Pension Benefits The SERP is a non-qualified deferred compensation plan that provides a retirement benefit to certain officers of the Company, including certain of the NEOs. It also provides life insurance protection for certain officers. The retirement benefit is a “single life” or a “Joint and 50% to Survivor” annuity. In fiscal year 2018, the Compensation and Leadership Development Committee elected to suspend new participation and vest benefits for all existing participants in the SERP as of December 31, 2018. The primary formula for calculating the amount of such benefit uses one percent of the average annual compensation paid to the officer for their final five years of service multiplied by their years of creditable service (the “normal retirement allowance”). “Creditable service” is the number of years and months that the participant has been a contracted officer beginning January 1, 2004, subject to certain grandfathering and grade level criteria. The SERP also provides for catch-up accruals for certain grandfathered participants (officers prior to 2002 receive an additional one percent of their final five-year average annual compensation multiplied by their final five years of creditable service). An officer’s normal retirement allowance cannot decrease from the highest normal retirement allowance amount calculated during the officer’s tenure. In addition, participants in the plan as of July 1, 2014, with at least 20 years of vesting service are generally eligible for a minimum benefit and a tax allowance based on the amount of their executive life insurance premium at the male non-smoker rate. The Compensation and Leadership Development Committee has the discretion to grant early retirement benefits under the plan. If a Company-employed participant was in the SERP as of July 1, 2014, and subsequently dies, the participant’s beneficiaries receive a death benefit under the life insurance portion of the SERP. Mr. John H. Tyson is currently receiving benefits under the SERP, but no longer participates in the life insurance portion of the SERP in connection with his becoming a non-executive officer in fiscal year 2008. Mr. King participated in the SERP, including the life insurance portion, prior to his retirement in 2017, but when he rejoined the Company in January 2019, the SERP was frozen and he was, therefore, ineligible to resume participation, including with respect to the life insurance portion. Mr. King is currently receiving benefits under the SERP. As of September 27, 2025, the life insurance portion of the SERP provided a death benefit of $1,500,000 for Mr. Calaway. Mr. Morris was not a participant in the SERP prior to his 2017 departure from the Company and it was frozen prior to his return. Messrs. Cole, Deckinger and Stewart were ineligible to participate in the SERP because it was frozen prior to their joining (or rejoining) the Company. The following table shows the years of creditable service for benefit accrual purposes and the present value of the accrued benefits for each of the NEOs under the SERP as of September 27, 2025.

  57. Pension Benefits

    | Name | Plan Name | Numbers of Years of Creditable Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | John H. Tyson | Tyson Foods, Inc. SERP | 15.75 | 3,773,192 | 175,196 | | Donnie King(3) | Tyson Foods, Inc. SERP | 18.50 | 3,653,335 | 268,799 | | Curt Calaway | Tyson Foods, Inc. SERP | 6.33 | 399,148 | — |

  58. Pension Benefits

    _______________________________ (1)The plan considers only creditable service, as more fully described above. The NEOs’ actual years of service are as follows: Mr. John H. Tyson - 53 years; Mr. King - 35 years prior to his 2017 retirement plus 6 years after he rejoined the Company on January 22, 2019; Mr. Calaway - 19 years. (2)The present value of these benefits is based on the following assumptions:

  59. Nonqualified Deferred Compensation for Fiscal Year 2025

    Nonqualified Deferred Compensation for Fiscal Year 2025 The table below provides information on benefits available to the NEOs for fiscal year 2025 under the Executive Savings Plan.

  60. Nonqualified Deferred Compensation for Fiscal Year 2025

    | Name | Plan(1) | Executive Contributions in Last Fiscal Year ($)(2) | Company Contributions in Last Fiscal Year ($)(3) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(4)(5) | | John H. Tyson | Executive Savings Plan | 13,846 | 301,906 | 39,345 | (2,291,913) | 2,058,531 | | Donnie King | Executive Savings Plan | — | 435,194 | 151,916 | — | 2,245,441 | | Curt Calaway | Executive Savings Plan | 218,896 | 176,395 | 286,659 | — | 2,939,973 | | Devin Cole | Executive Savings Plan | 171,832 | 255,604 | 494,089 | — | 4,435,752 | | Adam Deckinger | Executive Savings Plan | 134,725 | 195,485 | 52,947 | — | 689,152 | | Wes Morris | Executive Savings Plan | 9,231 | 119,886 | 379,280 | — | 4,145,802 | | Brady Stewart | Executive Savings Plan | 29,827 | 33,113 | 28,763 | — | 261,701 |

  61. Nonqualified Deferred Compensation for Fiscal Year 2025

    _______________________________ (1)As further detailed in the narrative below, all NEOs may participate in the Executive Savings Plan. (2)Amounts in this column are included in the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table for Fiscal Year 2025” in this Proxy Statement. The amounts in this column include contributions made after the end of fiscal year 2025 from the NEOs’ non-equity incentive plan compensation attributable to fiscal year 2025 performance as follows: Mr. Calaway - $173,723; Mr. Cole - $136,952 and Mr. Deckinger - $99,870. (3)Included in these amounts are Company contributions to the applicable NEOs and pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2025, though attributable to performance in fiscal year 2025, as follows: Mr. John H. Tyson - $235,445; Mr. King - $376,055; Mr. Calaway - $138,978; Mr. Cole - $219,122; Mr. Deckinger - $159,791; and Mr. Morris - $74,912. A description of the Executive Savings Plan is provided in the section titled “Compensation Discussion and Analysis—Financial, Retirement and Welfare Benefit Plans” in this Proxy Statement, as well as below under the heading “Executive Savings Plan.” (4)The amounts in this column include post-fiscal year 2025 executive contributions and Company contributions as described in footnotes (2) and (3) above. (5)$2,000,000 of Mr. Cole's aggregate balance was contributed by the Company in connection with his rejoining the Company on March 4, 2024, 50% of which vested on March 4, 2025 and the remaining 50% of which will vest on March 4, 2026, subject to his continued employment. (6)The table below shows the total amounts of nonqualified deferred compensation for each of the NEOs as reported in the Company’s Summary Compensation Tables, including the amounts described in footnotes (2) and (3) above, and all previous years:

  62. Nonqualified Deferred Compensation for Fiscal Year 2025

    | Name | Amount ($) | | John H. Tyson | 4,580,535 | | Donnie King | 1,688,055 | | Curt Calaway | 582,819 | | Devin Cole | 427,436 | | Adam Deckinger | 330,210 | | Wes Morris | 406,704 | | Brady Stewart | 219,539 |

  63. Nonqualified Deferred Compensation for Fiscal Year 2025

    Executive Savings Plan The Company sponsors the Executive Savings Plan which is available to NEOs and other highly compensated employees of the Company and is intended to provide participants the opportunity to defer up to 60% of their salaries in excess of the limits of the Internal Revenue Code imposed on the Retirement Savings Plan (the qualified 401(k) plan) and 100% of cash performance incentive payments. Participants must elect to defer their compensation for a year in the year prior to performing services, and deferral elections are generally irrevocable. The Executive Savings Plan also provides a matching contribution by the Company equal to 100% of the first 3% of eligible pay contributed, plus 50% of the next 2% contributed which is not otherwise matched under the Company’s Retirement Savings Plan. Performance incentive payment deferrals are also matched at the same rates. In addition, NEOs and certain other participants receive a non-elective Company contribution equal to 4% of their base salary and Annual Incentive Plan payment. Participants’ accounts under the Executive Savings Plan are adjusted for investment gains or losses. Participants may elect how their accounts are invested from a notional investment based on the investment options available under the Retirement Savings Plan. For amounts deferred to the Executive Savings Plan on or after January 1, 2005, and any earnings, gains or losses thereon, the following distribution rules apply. Participants must elect the amount of their deferrals and the time and form of their distributions prior to the year their salaries and performance incentive payments to be deferred are earned. Participants may elect to receive distributions in January following termination of employment, in January of a specified calendar year as elected by the participant, or a combination of the foregoing. Participants may apply for an earlier distribution on account of an extraordinary and unforeseeable event. Participants may elect the form of their distributions in either a lump sum payment or annual installments payable over a period not to exceed 15 years from the later of the date the participant terminates employment or attains age 62. Notwithstanding the foregoing, a participant’s account will be distributed in a lump sum if it does not exceed the maximum annual contribution limit under the Retirement Savings Plan following termination of employment. Changes are permitted to these elections only in accordance with limited rules of the plan. Certain key employees may be required to delay a distribution payable at termination of employment for six months as required by law. Notwithstanding a participant’s distribution election, if a participant dies prior to distribution of the account, the account will be paid to the participant’s designated beneficiary beginning in January of the year following the participant’s death in five annual installments or in a lump sum in January of the year following the participant’s death if the value of the account does not exceed the maximum annual contribution limit under the Retirement Savings Plan at the time of distribution. If a participant dies after distributions have begun to the participant, the participant’s designated beneficiary receives payment in accordance with the participant’s distribution election. For account balances prior to January 1, 2005, and earnings, gains and losses thereon, the distribution rules described in the section below titled “Retirement Income Plan” apply. Any assets reserved for Company payments under the Executive Savings Plan remain subject to the claims of our creditors. Benefits are currently paid from a grantor trust originally established to pay benefits under the Retirement Income Plan. Assets from this grantor trust can be used to pay benefits under the Executive Savings Plan only if there are sufficient assets remaining in the trust after any such payment to satisfy all benefit obligations under the Retirement Income Plan. The Company currently provides funding for this grantor trust on an ongoing basis.

  64. Potential Payments Upon Termination

    Potential Payments Upon Termination NEOs’ Severance Terms The severance terms for Messrs. John H. Tyson and King are reflected in their respective employment contracts. The severance terms for Messrs. Deckinger and Morris are reflected in their respective retention payment agreements. The severance terms for Messrs. Calaway and Cole are based on the Executive Severance Plan. As of the end of fiscal year 2025, in the event the Company terminated the employment of Messrs. John H. Tyson or King prior to the expiration of the NEO’s respective employment contract term without “cause” or by reason of their death or permanent disability, a termination by Mr. King due to good reason or, in the case of the other NEOs, a termination of employment due to a job elimination or by the NEO due to good reason, the Company will pay, in the case of Mr. John H. Tyson, a lump sum payment equal to two years of his then-current base salary and two times his annual bonus target, in the case of Mr. King, the payment of any remaining amounts due under his employment agreement, including base salary and annual target performance incentive payments due until December 31, 2027, and his then-current base salary for a period of two years and two times his annual bonus target plus reimbursement for medical coverage expenses for up to 19 months, in the case of Mr. Morris, as set forth in his retention agreement as expiring on January 31, 2026, and, in the case of the other NEOs, such officer’s then-current base salary for a period of two years, COBRA reimbursements for up to two years of continued coverage, and outplacement assistance. In addition, participating NEOs in the Executive Severance Plan are eligible to receive a prorated payout equal to the amount that they would have received under the Company’s Annual Incentive Plan for the year of termination, provided that the NEO was terminated on or after December 1st of the then-current fiscal year but before the regular payment date of awards, with such payout based on target performance for terminations in the first three quarters of a fiscal year and actual performance for terminations in the fourth quarter. If an NEO’s employment terminates for “cause,” he is not entitled to any of the foregoing benefits and will receive only his accrued but unpaid compensation as of the date of his termination. The term “cause” generally includes, among other things, the NEO engaging in wrongful conduct which results in injury to the Company or engaging in certain criminal activities. The Executive Severance Plan also provides severance benefits in the event of a qualifying voluntary termination; however, as of September 27, 2025, none of the current NEOs were eligible to terminate under the Executive Severance Plan due to a qualifying voluntary termination. Mr. Stewart departed the Company on September 2, 2025. In connection with Mr. Stewart’s departure, the Company and Mr. Stewart entered into an agreement for the release of claims against the Company. Under that agreement, Mr. Stewart will be eligible for separation benefits including salary payments totaling $1,880,000 to be paid over the 24-month period following his departure, and $2,169,415 as a lump sum payment under the Company’s Executive Severance Plan, to be paid on or about March 5, 2026. He will also receive pro-rata vesting of his long-term incentive awards with a total value of $3,157,883, with each respective award pro-rated based on the time he was employed with the Company as a portion of the vesting period for each award. The foregoing payments and benefits are subject to Mr. Stewart’s release of claims against the Company and his compliance with his existing restrictive covenants and confidentiality obligations. Equity-Based Compensation Awards Subject to certain exceptions, the award agreements under the Stock Incentive Plan generally provide that in the event that the employment of an NEO is terminated by reason of death, disability or retirement, by the NEO with good reason or pursuant to a qualifying voluntary termination under the Executive Severance Plan or by the Company without cause, a pro rata portion of any unvested equity award will be accelerated and will vest. Payments and Benefits as of the Last Day of Fiscal Year 2025 The NEOs would have been entitled to the following estimated payments and benefits from the Company if a termination occurred on the last day of the fiscal year, under the following circumstances. In addition, NEOs may be eligible for payment of their accounts under the Company’s qualified retirement plan, the Employee Stock Purchase Plan and non-qualified plans. For the benefits under these plans, see the sections titled “Compensation Discussion and Analysis,” “Pension Benefits” and “Nonqualified Deferred Compensation for Fiscal Year 2025” in this Proxy Statement.

  65. Potential Payments Upon Termination

    | | John H. Tyson | | | King | | | | | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | | Severance | 6,480,000(1) | — | 5,886,120 | 23,141,250(1) | — | 9,401,385 | | Acceleration or vesting of equity-based compensation awards(2) | 8,492,009(3) | — | 8,492,009 | 24,828,976(3) | — | 24,948,568 | | Health Insurance(4) | — | — | — | 7,980 | — | 7,980 | | Outplacement Assistance | 9,000 | — | — | 9,000 | — | — | | Total | 14,981,009 | — | 14,378,129 | 47,987,206 | — | 34,357,933 | | | Calaway | | | Cole | | | | | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | | Severance | 3,087,228(5) | — | 1,737,228 | 5,439,030(5) | — | 2,739,030 | | Acceleration or vesting of equity-based compensation awards(2) | 1,419,260 | — | 2,229,216 | 3,295,127 | — | 3,777,402 | | Health Insurance(4) | 15,482 | — | 15,482 | 10,068 | — | 10,068 | | Outplacement Assistance | 9,000 | — | — | 9,000 | — | — | | Total | 4,530,970 | — | 3,981,926 | 8,753,225 | — | 6,526,500 | | | Deckinger | | | Morris | | | | | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | | Severance | 3,447,393(5) | — | 1,997,393 | 3,990,822(6) | — | 1,872,805 | | Acceleration or vesting of equity-based compensation awards(2) | 1,897,833 | — | 2,368,080 | 2,458,857(6) | — | 2,550,061 | | Health Insurance(4) | 22,242 | | 22,242 | —(6) | — | — | | Outplacement Assistance | 9,000 | — | — | —(6) | — | — | | Total | 5,376,468 | — | 4,387,715 | 6,449,679 | — | 4,422,866 |

  66. Potential Payments Upon Termination

    (1) These amounts represent (i) in the case of Mr. John H. Tyson, a lump sum payment equal to two years of his then-current base salary and two times his annual target performance incentive and (ii) in the case of Mr. King, the payment of any remaining amounts due under his employment agreement, including base salary and annual target performance incentive payments due until December 31, 2027, and an additional amount equal to two years of his base salary and two times his annual target performance incentive. (2) These amounts represent the value of each NEO’s unvested stock options, restricted stock, restricted stock units and performance stock at the target level that would have vested in the event of a termination on September 27, 2025, based on our stock price of $54.19 on September 26, 2025, the last trading day of our 2025 fiscal year. (3) Mr. John H. Tyson and Mr. King meet the criteria for retirement eligibility under the terms of the equity-based compensation awards, and certain of these equity-based compensation awards have vesting terms which provide for full vesting upon retirement and termination without cause. (4) With the exception of Mr. John H. Tyson and Mr. King, these amounts represent the premiums to continue the NEOs’ health insurance for the severance period provided in the Executive Severance Plan. Mr. John H. Tyson’s contract provides that, in the case of his disability, he and his spouse are entitled to health insurance until each of their deaths, and his eligible dependents are entitled to health insurance until such time as their eligibility has ceased. In the case of Mr. John H. Tyson’s death, his spouse and eligible dependents are entitled to the same coverage. With respect to Mr. John H. Tyson, this amount (a) excludes any amount for a spouse, as Mr. John H. Tyson was not married as of September 27, 2025, and (b) excludes any amount for Mr. John H. Tyson, as the period of time for coverage cannot be determined. As of September 27, 2025, the annual costs for Mr. John H. Tyson’s health insurance totaled $4,308. Mr. King’s contract provides that, upon a termination by the Company (without “cause” or by reason of death or permanent disability) or if Mr. King resigns for “good reason,” the Company will provide Mr. King with certain premium subsidies and/or monthly reimbursement payments for COBRA continuation coverage for up to 19 months. (5) These amounts represent continued payment of the NEO’s base salary for two years and the annual incentive payment under the Company’s Annual Incentive Plan for fiscal year 2025. (6) Mr. Morris has a retention agreement which will expire on January 31, 2026. The retention agreement sets forth an aggregate target compensation amount of $16,500,000 for the period between January 27, 2023 and January 31, 2026. If Mr. Morris’ employment were terminated without cause as of September 27, 2025, the amount remaining under pro-rated target compensation is shown in this table, which would be paid entirely in an award of restricted stock units, which will vest in equal annual increments on each of the first and second anniversary dates of the grant.

  67. Potential Payments Upon a Change in Control

    Potential Payments Upon a Change in Control The award agreements under the Stock Incentive Plan currently provide for the acceleration of vesting of all unvested equity-based compensation awards held by an NEO in the event of either (i) a termination of employment by the Company without cause (as defined therein) or (ii) a resignation by the NEO for good reason (as defined therein) occurring within twenty-four (24) months following a change in control of the Company. In these provisions, “change in control” is defined as any one of the following: (1) the acquisition by any individual or entity of the Company’s voting securities where the acquisition caused the individual or entity to own 25% or more of the combined voting power of the Company’s then outstanding voting securities entitled to vote in the election of directors; (2) a merger, consolidation, combination or like transaction involving the Company in which the shareholders of the Company immediately prior to the transaction did not own at least 50% of the voting power of the issued and outstanding capital stock of the Company immediately after the transaction; (3) the sale or transfer by the Company of more than 50% of its assets or by any shareholder or shareholders of the Company of more than 50% of the voting power of the issued and outstanding capital stock of the Company in any one transaction or a series of related transactions occurring within a one year period in which the Company, any corporation controlled by the Company or the shareholders of the Company immediately prior to the transaction did not own at least 50% of the voting power of the issued and outstanding equity securities of the acquirer immediately after the transaction; (4) a majority of the persons who were members of the Board ceased to be directors within any 12-month period; or (5) the dissolution or liquidation of the Company. However, for the purpose of the acceleration of vesting of equity-based compensation awards, a change in control does not include any event as a result of which one or more of the following persons or entities possessed, immediately after such event, over 50% of the combined voting power of the Company or any successor entity: (i) Tyson Limited Partnership, or any successor entity; (ii) individuals related to Don Tyson by blood, marriage or adoption, or the estate of any such individual (including Don Tyson); or (iii) any entity in which one or more individuals or estates described in the preceding clauses (i) and (ii) possessed over 50% of the combined voting power or beneficial interests of such entity. Each NEO would have been entitled to the estimated payments from the Company or its successor described in the table below if a change in control occurred and the NEO’s employment was terminated by the Company without cause or by the NEO for good reason, in each case, on September 27, 2025. The amounts represent the value of the listed NEOs’ unvested stock options, restricted stock and performance stock that would vest, based on a closing stock price of $54.19 on September 26, 2025, the last trading day of fiscal year 2025. However, if the payments due to a change in control were to result in an excise tax being due, the aggregate payments would be reduced to the largest amount which could be paid without triggering an excise tax. The amounts reported in the table below do not reflect the application of any reduction in benefits pursuant to the applicable employment contracts or the Executive Severance Plan.

  68. Potential Payments Upon a Change in Control

    | Name | Estimated Amount ($) | | John H. Tyson | 11,787,922 | | Donnie King | 34,133,422 | | Curt Calaway | 2,955,902 | | Devin Cole | 3,777,402 | | Adam Deckinger | 3,165,492 | | Wes Morris | 4,606,542 |

  69. Potential Payments Upon a Change in Control

    If the Company were to terminate any NEO following a change in control, such officer would not be entitled to any additional severance benefits because their termination followed a change in control. Instead, the officer would receive the severance benefits described in the section titled “Potential Payments Upon Termination” in this Proxy Statement.

  70. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE We are required by Item 402(u) of Regulation S-K, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, to disclose the ratio of our fiscal year 2025 CEO’s annual total compensation to the median of the annual total compensation of all of our employees. The SEC’s rules for calculating this ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to our pay ratio disclosed below. We strive to offer competitive compensation for each position considering local labor markets. As a result, our compensation program varies amongst each local market and by position in order to allow us to provide a competitive total rewards package. The median of the fiscal year 2025 annual total compensation of all of our employees, other than Mr. King, was $43,206. Companies are required to identify a median employee at least once every three years, unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. Since our previous proxy filed on December 18, 2024, there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. As such, we used the same median employee for fiscal year 2025 as the median employee determined for fiscal year 2024. Mr. King’s fiscal year 2025 annual total compensation was $34,469,569, as reported in the Summary Compensation Table for Fiscal Year 2025. The ratio of these amounts (our “Pay Ratio”) for fiscal year 2025 is approximately 798:1. We believe our fiscal year 2025 Pay Ratio is a reasonable estimate calculated in a manner consistent with SEC rules and in accordance with the methodology described below. From the employee population as of the last day of our 2025 fiscal year (September 27, 2025) based on our payroll records, we identified the median compensated employee (the “Median Compensated Employee”) using as our consistently applied compensation measure gross taxable wages prior to any pre-tax deductions, as reported in the Company’s payroll records for the twelve months ended September 27, 2025. We calculated the annual total compensation for the Median Compensated Employee in accordance with the rules applicable to the Summary Compensation Table for Fiscal Year 2025. As of September 27, 2025, we had 132,950 employees globally, with 115,935 employees based in the U.S. and 17,015 employees located outside of the U.S. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the company’s total number of employees. We applied this de minimis exemption when identifying the Median Compensated Employee by excluding certain employees located outside of the U.S.1 After applying the de minimis exemption, we calculated the Pay Ratio based on our 115,935 U.S. employees, 4,100 China employees, and 8,488 Thailand employees, representing approximately 97% of our global2 full-time, part-time, temporary and seasonal employees who were employed as of September 27, 2025. ___________________________________ 1 Excluded employee count by each location was as follows: Austria (21); Brazil (1,172); Canada (7); Colombia (8); France (1); Guatemala (1); Hong Kong (8); Hungary (1); India (201); Indonesia (2); Ireland (2); Italy (4); Japan (8); Malaysia (1,345); Mexico (163); Netherlands (19); New Zealand (95); Peru (9); Philippines (112); Portugal (6); Saudi Arabia (752); South Africa (2); South Korea (299); Taiwan (6); Turkey (35); UAE (1) and United Kingdom (147). 2 We employ people in 30 countries globally.

  71. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and non-principal executive officer named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation and Leadership Development Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  72. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Dean Banks ($)(1) | Summary Compensation Table Total for Donnie King ($)(1) | Compensation Actually Paid to Dean Banks ($)(1)(2)(3) | Compensation Actually Paid to Donnie King ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income ($ Millions) | Adjusted Operating Income ($ Millions)(5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | — | 34,469,569 | — | 31,914,312 | 8,365,923 | 6,630,699 | 106.07 | 149.94 | 507 | 2,267 | | 2024 | — | 22,773,094 | — | 30,568,512 | 7,678,635 | 9,752,009 | 112.96 | 149.63 | 822 | 1,809 | | 2023 | — | 13,180,119 | — | 1,186,444 | 5,835,652 | 3,036,329 | 92.19 | 119.53 | (649) | 987 | | 2022 | — | 12,014,497 | — | 10,941,512 | 5,760,752 | 3,956,575 | 116.44 | 111.35 | 3,249 | 4,405 | | 2021 | 14,480,695 | 8,999,444 | 26,013,794 | 13,991,217 | 7,250,044 | 12,287,861 | 135.34 | 111.73 | 3,060 | 4,223 |

  73. PAY VERSUS PERFORMANCE DISCLOSURE

    _______________________________ (1)Dean Banks was our PEO for part of fiscal year 2021 (from October 4, 2020 to June 2, 2021). Donnie King was our PEO for part of fiscal year 2021 (from June 2, 2021), as well as for fiscal years 2022 through 2025. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  74. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | John H. Tyson | John H. Tyson | John H. Tyson | John H. Tyson | John H. Tyson | | Stewart Glendinning | Stewart Glendinning | Melanie Boulden | Curt Calaway | Curt Calaway | | Amy Tu | Scott Spradley | Brady Stewart | Wes Morris | Devin Cole | | Chris Langholz | Amy Tu | John R. Tyson | Brady Stewart | Adam Deckinger | | | Noelle O'Mara | | John R. Tyson | Wes Morris | | | Chris Langholz | | | Brady Stewart |

  75. PAY VERSUS PERFORMANCE DISCLOSURE

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  76. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Donnie King ($) | Exclusion of Stock Awards and Option Awards for Donnie King ($) | Inclusion of Equity Values for Donnie King ($) | Compensation Actually Paid to Donnie King ($) | | 2025 | 34,469,569 | (22,628,389) | 20,073,132 | 31,914,312 |

  77. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 8,365,923 | (3,834,295) | 2,099,071 | 6,630,699 |

  78. PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  79. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Donnie King ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Donnie King ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Donnie King ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Donnie King ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Donnie King ($) | Total - Inclusion of Equity Values for Donnie King ($) | | 2025 | 21,274,065 | (1,976,099) | — | 775,166 | — | 20,073,132 |

  80. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,760,465 | (314,321) | 96,301 | (28,805) | (414,569) | 2,099,071 |

  81. PAY VERSUS PERFORMANCE DISCLOSURE

    (4)The Company’s Total Shareholder Return (TSR) and Peer Group TSR (change in the year-end stock price plus reinvested dividends) as shown in the table, is based on $100 invested at the end of fiscal year 2020, through the end of each of our fiscal years from 2021 through 2025. The Peer Group TSR set forth in this table utilizes the S&P 500 Consumer Staples Index, an independently prepared index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended September 27, 2025. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Adjusted Operating Income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in fiscal year 2025. “Adjusted Operating Income” for purposes of annual incentive payments is a non-GAAP measure that means Operating Income but takes into account any unusual or unique items, such as one-time gains or losses, as determined by the Compensation and Leadership Development Committee. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”), and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the cumulative TSR of the S&P 500 Consumer Staples Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted Operating Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted Operating Income during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.

  82. PAY VERSUS PERFORMANCE DISCLOSURE

    | Adjusted Operating Income (“AOI”) | | Return on Invested Capital (“ROIC”) | | Relative Total Shareholder Return (“rTSR”) |