424B5 1 ny20064187x4_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

File No. 333-272538

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED JUNE 9, 2023)

Tyson Foods, Inc.

$500,000,000 4.950% Senior Notes due 2036

We are offering $500,000,000 aggregate principal amount of 4.950% Senior Notes due 2036 (the “notes”).

We will pay interest on the notes semiannually on and of each year, commencing on August 20, 2026. The notes will mature on February 20, 2036. We may redeem some or all of the notes at any time and from time to time at the applicable redemption prices described herein.

The notes will be our senior unsecured obligations and will rank equally with all of our other existing and future senior unsecured indebtedness from time to time outstanding, including all other senior notes issued under the indenture. The notes will be issued only in registered form in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The notes will not be listed on any securities exchange.

Investing in our notes involves risks. See “Risk Factors” beginning on page S-8 of this prospectus supplement.


	Per Note	Total
Public Offering Price⁽¹⁾	99.634%	$498,170,000
Underwriting Discounts and Commissions	0.650%	$3,250,000
Proceeds, before expenses to us	98.984%	$494,920,000

(1)	Plus accrued interest from, and including, February 20, 2026, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes to purchasers on or about February 20, 2026.

Joint Book-Running Managers

BofA Securities

J.P. Morgan

Morgan Stanley

Rabo Securities

RBC Capital Markets

Goldman Sachs & Co. LLC

Scotiabank

Senior Co-Managers


SMBC Nikko			U.S. Bancorp

Co-Managers

Academy Securities

Loop Capital Markets

BMO Capital Markets

Regions Securities LLC

Siebert Williams Shank

The date of this prospectus supplement is February 10, 2026.

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission using a shelf registration process.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information, some of which does not apply to this offering.

Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us, our notes and other information you should know before investing. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described under “Where You Can Find More Information” in this prospectus supplement before investing in our notes.

Neither we nor the underwriters have authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless the context otherwise requires, in this prospectus supplement the words “the Company,” “Tyson,” “we,” “us,” and “our” refer to Tyson Foods, Inc. and not to any of its subsidiaries.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from the SEC’s website at http://www.sec.gov. Our Class A common stock is listed and traded on the New York Stock Exchange, or “NYSE.” You may also inspect the information we file with the SEC at the NYSE’s offices at 20 Broad Street, New York, New York 10005. Information about us, including certain SEC filings, is also available at our website at https://ir.tyson.com. However, the information on our website is not a part of this prospectus supplement or the accompanying prospectus.

The SEC allows us to “incorporate by reference” in this prospectus supplement and the accompanying prospectus the information in other documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated or deemed to be incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement and the accompanying prospectus.

We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” prior to the termination of the offering under this prospectus supplement and the accompanying prospectus (provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules):

•	Our Annual Report on Form 10-K for the fiscal year ended September 27, 2025;

•	Our Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2025;

•	The information included in our Definitive Proxy Statement on Schedule 14A filed on December 17, 2025 that are specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended September 27, 2025;

•	Our Current Reports on Form 8-K filed with the SEC on November 21, 2025 (solely Item 8.01 therein), December 15, 2025, February 2, 2026 (solely Item 8.01 therein) and February 9, 2026; and

•	Our Registration Statement on Form 8-A dated October 14, 1997.

You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus supplement and the accompanying prospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:

Investor Relations Department

Tyson Foods, Inc.

2200 West Don Tyson Parkway

Springdale, AR 72762-6999

(800) 632-3410 x4524

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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

Certain information in this prospectus constitutes forward-looking statements. These statements are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2026, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). Words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “forecast,” “target,” “outlook,” “may,” “should,” “could,” and similar expressions, as well as statements written in the future tense, identify forward-looking statements. These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which are expressly qualified in their entirety by this cautionary statement and speak only as of the date made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) the effectiveness of financial excellence programs or operational optimization plans; (ii) access to, and inputs from, foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (iii) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (iv) cyber attacks, other cyber incidents, security breaches or other disruptions of our information technology systems;(v) risks associated with our failure to consummate favorable acquisition transactions or integrate certain acquisitions’ operations; (vi) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (vii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (viii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (ix) outbreak of a livestock disease (such as African swine fever (ASF), avian influenza (AI), New World screwworm or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to conduct our operations; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) effectiveness of advertising and marketing programs; (xii) significant marketing plan changes by large customers or loss of one or more large customers; (xiii) our ability to leverage brand value propositions; (xiv) changes in availability and relative costs of labor and contract farmers and our ability to maintain good relationships with team members, labor unions, contract farmers and independent producers providing us livestock; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xvii) the effect of climate change and any legal or regulatory response thereto; (xviii) adverse results from litigation;(xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) those factors listed under Item 1A. “Risk Factors” included in our Annual Report filed on Form 10-K for the year ended September 27, 2025, in our Quarterly Report filed on Form 10-Q for the three months ended December 27, 2025, and subsequently filed Current Reports on Form 8-K. You should refer to the “Risk Factors” section of this prospectus supplement and the accompanying prospectus and to the Company’s periodic and current reports filed with the SEC for specific risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, readers of this prospectus supplement and the accompanying prospectus are cautioned not to place undue reliance on the forward-looking statements.

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SUMMARY

This summary highlights selected information contained elsewhere in or incorporated by reference in this prospectus supplement and the accompanying prospectus. This summary may not contain all the information that you should consider before investing in our notes. You should carefully read the entire prospectus supplement and the accompanying prospectus, including the section entitled “Risk Factors,” the documents incorporated by reference in this prospectus supplement and the accompanying prospectus and our consolidated financial statements and related notes incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision.

OUR COMPANY

We are a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson and grown under four generations of family leadership, the Company has a broad portfolio of products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. We are dedicated to bringing high-quality food to every table in the world, safely, and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the Company had approximately 133,000 employees (“team members”) on September 27, 2025. Through our Core Values, Tyson Foods strives to operate with integrity, create value for its shareholders, customers, communities and team members, be faith-friendly and inclusive, provide a safe work environment and serve as a steward of the animals, land and environment entrusted to it. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials and feed ingredients; availability of team members to operate our production facilities; and operating efficiencies of our facilities.

We operate a fully vertically-integrated chicken production process. Our integrated operations consist of breeding stock, contract farmers, feed production, processing, further-processing, marketing and transportation of chicken and related specialty products, including animal and pet food ingredients. Through our wholly-owned subsidiary, Cobb-Vantress, we are one of the leading poultry breeding stock suppliers in the world. Investing in breeding stock research and development allows us to breed into our flocks the characteristics found to be most desirable.

We also process live fed cattle and hogs and fabricate dressed beef and pork carcasses into primal and sub-primal meat cuts, case-ready beef and pork and fully-cooked meats. In addition, we derive value from specialty products such as hides and variety meats sold to further processors and others.

We produce a wide range of fresh, value-added, frozen and refrigerated food products. Our products are marketed and sold primarily by our sales staff to grocery retailers, grocery wholesalers, meat distributors, warehouse club stores, military commissaries, industrial food processing companies, chain restaurants or their distributors, live markets, international export companies and domestic distributors who serve restaurants, foodservice operations such as plant and school cafeterias, convenience stores, hospitals and other vendors. Additionally, sales to the military and a portion of sales to international markets are made through independent brokers and trading companies.

As part of our commitment to innovation and growth, we have a subsidiary focused on investing in companies developing breakthrough technologies, business models and products that have the potential to transform the food industry. Tyson New Ventures, LLC is used to broaden our exposure to innovative, new forms of protein and ways of improving animal welfare, water management, and packaging and land stewardship initiatives to complement the Company’s continuing investments in innovation in our core Beef, Pork, Chicken and Prepared Foods businesses.

CORPORATE INFORMATION

Tyson Foods, Inc. commenced business in 1935, was incorporated in Arkansas in 1947, and was reincorporated in Delaware in 1986.

Our principal executive offices are located at 2200 West Don Tyson Parkway, Springdale, Arkansas 72762-6999. Our telephone number is (479) 290-4000. Our website is www.tysonfoods.com. Information on or accessible through our website is not part of this prospectus supplement.

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THE OFFERING

Issuer

Tyson Foods, Inc., a Delaware corporation.

Notes Offered

$500,000,000 aggregate principal amount of 4.950% Senior Notes due 2036.

Maturity

The notes will mature on February 20, 2036, unless earlier redeemed by us, as described below.

Interest Payment Dates

We will pay interest on the notes semiannually on February 20 and August 20 of each year, or the first business day thereafter if such day is not a business day, commencing on August 20, 2026.

Interest Rate

4.950% per annum.

Ranking

The notes will be our senior unsecured obligations, and will rank equally with all our future senior unsecured indebtedness, including all other senior notes issued under the indenture, from time to time outstanding. The indenture provides for the issuance from time to time of senior unsecured indebtedness by us in an unlimited amount. The notes will be effectively subordinated to any of our future secured debt, to the extent of the value of the collateral securing such debt, and will be structurally subordinated to all existing and future obligations of our subsidiaries.

As of December 27, 2025, prior to giving effect to this offering, the Company and its consolidated subsidiaries had outstanding, on a consolidated basis, $8,362 million of total debt.

Optional Redemption

We may redeem some or all of the notes at any time prior to maturity at the redemption prices described in this prospectus supplement under “Description of the Notes- Optional Redemption.”

Change of Control Offer

If a “Change of Control Triggering Event” (as defined in “Description of the Notes-Change of Control”) occurs with respect to the notes, we will be required, unless we have exercised our option to redeem the notes, to offer to purchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of purchase. See “Description of the Notes-Change of Control.”

Certain Covenants

The indenture governing the notes contains certain covenants. See “Description of the Notes-Certain Covenants” in this prospectus supplement and “Description of Debt Securities-Certain Covenants” in the accompanying prospectus.

Form and Denomination

The notes will be issued in fully registered form in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

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DTC Eligibility

The notes will be represented by global certificates deposited with, or on behalf of, The Depository Trust Company, which we refer to as “DTC,” or its nominee. See “Description of the Notes-Book-Entry System.”

Use of Proceeds

We estimate that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $493 million. We intend to use the net proceeds from this offering for general corporate purposes, including but not limited to the pay down of outstanding debt, which is expected to include the retirement of the outstanding 4.00% Notes due March 2026 (the “2026 Notes”). Pending application of the proceeds, we may invest the proceeds in bank deposit accounts, certificates of deposit, U.S. government securities or other interest-bearing securities. See “Use of Proceeds.”

No Listing of the Notes

We do not intend to apply to list the notes on any securities exchange or to have the notes quoted on any automated quotation system.

Governing Law

New York law.

Trustee, Registrar and Paying Agent

The Bank of New York Mellon Trust Company, N.A.

Risk Factors

See “Risk Factors” beginning on page S-8 of this prospectus supplement and other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in the notes.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table presents our summary historical consolidated financial data and other operating data. The summary historical consolidated financial information is derived from the financial statements we have incorporated by reference into this prospectus supplement and the accompanying prospectus. The other information set forth below includes certain non-GAAP financial measures, which are not presentations made in accordance with GAAP and are presented only as a supplement to our financial statements based on GAAP.

You should read the summary historical consolidated financial together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our historical consolidated and unaudited condensed consolidated financial statements and the related notes incorporated by reference into this prospectus supplement and the accompanying prospectus. See “Where You Can Find More Information” in this prospectus supplement.


	Fiscal Year Ended			Three Months Ended
	September 27, 2025	September 28, 2024	September 30, 2023	December 27, 2025	December 28, 2024	December 30, 2023
	(in millions, except per share data and margin data)
Consolidated Condensed Statements of Income:
Sales	$54,441	$53,309	$52,881	$14,313	$13,623
Cost of sales	50,879	49,682	50,250	13,505	12,528
Gross profit	3,562	3,627	2,631	808	1,095
Selling, general and administrative	2,121	2,218	2,245	506	515
Goodwill impairment	343	—	781	—	—
Operating income (loss)	1,098	1,409	(395)	302	580
Interest income	(73)	(89)	(30)	(13)	(25)
Interest expense	449	481	355	104	120
Other, net	(47)	(75)	(42)	84	7
Total other (income) expense	329	317	283	175	102
Income (loss) before income taxes	769	1,092	(678)	127	478
Income tax expense (benefit)	262	270	(29)	37	112
Net Income (loss)	507	822	(649)	90	366
Less: Net income (loss) attributable to noncontrolling interests	33	22	(1)	5	7
Net income (loss) attributable to Tyson	$474	$800	$(648)	$85	$359
Net income (loss) per share attributable to Tyson:
Class A basic	$1.37	$2.31	$(1.87)	$0.25	$1.03
Class B basic	$1.22	$2.06	$(1.68)	$0.22	$0.93
Diluted	$1.33	$2.25	$(1.87)	$0.24	$1.01
Other Financial Data:
Cash provided by operating activities	$2,155	$2,590	$1,752	$942	$1,031
Depreciation and amortization	1,361	1,400	1,339	376	348
EBITDA⁽¹⁾⁽²⁾	2,495	2,872	976	591	918	627
Adjusted EBITDA⁽¹⁾⁽²⁾	3,632	3,120	2,149	879	961	744
Adjusted EBITDA Margin⁽¹⁾⁽²⁾	6.6%	5.8%	4.1%
Adjusted Operating Income⁽¹⁾⁽³⁾	2,287	1,820	933	572	659
Adjusted Operating Margin⁽¹⁾⁽³⁾	4.1%	3.4%	1.8%	4.0%	4.8%
Segment Operating Income (Loss), As Reported⁽⁴⁾	2,138	2,429	584	544	845	501
Segment Operating Income (Loss), As Adjusted⁽¹⁾⁽⁴⁾	3,304	2,833	1,899	811	918	676

Balance Sheet date (at end of period):
Cash and cash equivalents	$1,229	$1,717	$573	$1,278	$2,292
Total assets	36,658	37,100	36,251	36,019	37,310
Net property, plant and equipment	9,204	9,442	9,634	9,064	9,353
Total debt	8,830	9,787	9,506	8,362	9,806
Total Shareholders’ equity	18,277	18,514	18,255	18,163	18,627

(1)

EBITDA is defined as net income before interest, income taxes, depreciation and amortization. Net debt to EBITDA (Adjusted EBITDA) represents the ratio of our debt, net of cash, cash equivalents and short-term investments, to EBITDA (and to Adjusted EBITDA). EBITDA, Adjusted EBITDA, net debt to EBITDA and net debt to Adjusted EBITDA are presented as supplemental financial measurements in the evaluation of our business.

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Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income (Loss), Adjusted Operating Margin and Segment Operating Income (Loss), As Adjusted are defined as EBITDA, EBITDA Margin (EBITDA divided by Sales), Operating Income (Loss), Operating Margin (Operating Income or Loss divided by Sales) and Segment Operating Income (Loss), As Reported, respectively, excluding the impacts of any items that management believes affect comparability and do not directly reflect our core operations on an ongoing basis, which in management's judgment, affect the year-to-year assessment of operating results. Segment Operating Income, As Reported, is defined as Operating Income (Loss) less corporate expenses and amortization. Corporate expenses are unallocated general and administrative costs, including the costs of corporate functions, that are shared across multiple segments. Amortization includes amortization generated from intangible assets including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software.

Adjusted Operating Income (Loss), Adjusted Operating Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, net debt to EBITDA, net debt to Adjusted EBITDA and Segment Operating Income (Loss), As Adjusted are presented as supplemental financial measures in the evaluation of our business that are not required by, or presented in accordance with GAAP. The non-GAAP financial measures are tools intended to assist our management and investors in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations on an ongoing basis. These non-GAAP measures should not be a substitute for their comparable GAAP financial measures. You should rely primarily on our GAAP results and use non-GAAP financial measures only supplementally in making investment decisions. We believe the presentation of these non-GAAP financial measures helps management and investors to assess our operating performance from period to period, including our ability to generate earnings sufficient to service our debt, enhances understanding of our financial performance and highlights operational trends. These measures are widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our calculation of non-GAAP measures may not be comparable to similarly titled measures reported by other companies and other companies may not define these non-GAAP financial measures in the same way, which may limit their usefulness of comparative measures.

(2)	The following table presents a reconciliation of our non-GAAP EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and net debt to Adjusted EBITDA to GAAP net income for the periods presented:


	Fiscal Year Ended			Three Months Ended			Twelve Months Ended
	September 27, 2025	September 28, 2024	September 30, 2023	December 27, 2025	December 28, 2024	December 30 2023	December 27, 2025	December 28, 2024
	(in millions, except margin data) (unaudited)
Net income (loss)	$507	$822	$(649)	$90	$366	$114	$231	$1,074
Less: Interest income	(73)	(89)	(30)	(13)	(25)	(10)	(61)	(104)
Add: Interest expense	449	481	355	104	120	105	433	496
Add/(Less): Income tax expense (benefit)	262	270	(29)	37	112	47	187	335
Add: Depreciation	1,093	1,159	1,100	319	281	312	1,131	1,128
Add: Amortization^(a)	257	229	229	54	64	59	247	234
EBITDA	$2,495	$2,872	$976	$591	$918	$627	$2,168	$3,163
Adjustments to EBITDA:
Less: Facility fire related costs (insurance proceeds)	$(36)	$(18)	$(75)	$—	$(7)	(1)	$(29)	$(24)
Add: Brand and product line discontinuations	23	8	17	—	6	—	17	14
Add: Restructuring and related charges	45	31	124	117	73	30	89	74
Add: Plant closure and disposal charges	17	182	303	—	—	75	17	107
Add: Legal contingency accruals	738	174	156	155	—	73	893	101
Add: Goodwill and intangible impairments	343	—	781	—	—	—	343	—
Add: Product recall	41	—	—	—	—	—	41	—
Add: Impairment of equity investments	28	—	—	73	—	—	101	—
Less: Depreciation and amortization included in EBITDA adjustments^(b)	(62)	(129)	(133)	(57)	(29)	(60)	(90)	(98)
Total Adjusted EBITDA	$3,632	$3,120	$2,149	$879	$961	$744	$3,550	$3,337
Adjusted EBITDA Margin %^(c)	6.6%	5.8%	4.1%
Total gross debt	$8,830	$9,787	$9,506				$8,362	$9,806
Less: Cash and cash equivalents	(1,229)	(1,717)	(573)				(1,278)	(2,292)
Less: Short-term investments	—	(10)	(15)				—	(1)

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Fiscal Year Ended

Three Months Ended

Twelve Months Ended

September 27,

2025

September 28,

2024

September 30,

2023

December 27,

2025

December 28,

2024

December 30

2023

December 27,

2025

December 28,

2024

(in millions, except margin data) (unaudited)

Total net debt

$7,601

$8,060

$8,918

$7,084

$7,513

Ratio Calculations:

Gross debt/EBITDA

3.5x

3.4x

9.7x

3.9x

3.1x

Net debt/EBITDA

3.0x

2.8x

9.1x

3.3x

2.4x

Gross debt/Adjusted EBITDA

2.4x

3.1x

4.4x

2.4x

2.9x

Net debt/Adjusted EBITDA

2.1x

2.6x

4.1x

2.0x

2.3x

(a)

Excludes the amortization of debt issuance and debt discount expense of $3 million for the three months ended December 27, 2025 and December 28, 2024, $2 million for the three months ended December 30, 2023, $11 million for the fiscal year ended September 27, 2025 and the twelve months ended December 27, 2025, $12 million for the fiscal year ended September 28, 2024, $10 million for the fiscal year ended September 30, 2023 and $13 million for the twelve months ended December 28, 2024 as it is included in interest expense.

(b)

Removal of accelerated depreciation of $57 million, $23 million, $39 million, $19 million, $73 million and $23 million related to restructuring and related charges for the three months ended December 27, 2025 and December 28, 2024, fiscal years ended September 27, 2025 and September 30, 2023 and the twelve months ended December 27, 2025 and December 28, 2024, respectively, and $60 million, $127 million, $114 million and $67 million related to plant closures and disposals for the three months ended December 30, 2023, fiscal years ended September 28, 2024 and September 30, 2023 and the twelve months ended December 28, 2024, respectively, as they are already included in depreciation expense. Removal of accelerated amortization of $6 million, $23 million, $2 million, $17 million and $8 million related to brand discontinuation for the three months ended December 28, 2024, fiscal years ended September 27, 2025 and September 28, 2024 and the twelve months ended December 27, 2025 and December 28, 2024, respectively, as they are already included in amortization expense.

(c)	Adjusted EBITDA margin excludes $698 million, $45 million and $156 million for fiscal 2025, 2024 and 2023, respectively, of legal contingency accruals recognized as a reduction to Sales.

(3)	The following table presents a reconciliation of our Adjusted Operating Income (Loss) and Adjusted Operating Margin for the periods presented:


	Fiscal Year Ended			Three Months Ended
	September 27, 2025	September 28, 2024	September 30, 2023	December 27, 2025	December 28, 2024
	(in millions, except margin data) (unaudited)
Sales	$54,441	$53,309	$52,881	$14,313	$13,623
Operating income (loss)	1,098	1,409	(395)	302	580
Add: Plant closure and disposal charges	17	182	303	—	—
Add: Legal contingency accruals	738	174	156	155	—
Add: Restructuring and related charges	45	31	124	115	73
Add/(Less): Facility fire related costs (insurance proceeds)	(18)	16	(53)	—	—
Add: Goodwill and intangible impairments	343	—	781	—	—
Add: Brand and product line discontinuations	23	8	17	—	6
Add: Product recall	41	—	—	—	—
Adjusted Operating Income	$2,287	$1,820	$933	$572	$659
Reported Operating Margin %	2.0%	2.6%	(0.7)%	2.1%	4.3%
Adjusted Operating Margin %^(a)	4.1%	3.4%	1.8%	4.0%	4.8%

(a)	Adjusted operating margin excludes $150 million, $698 million, $45 million and $156 million for three months ended December 27, 2025 and fiscal years 2025, 2024 and 2023, respectively, of legal contingency accruals recognized as a reduction to Sales.

S-6

TABLE OF CONTENTS

(4)	The following table presents a reconciliation of our Segment Operating Income (Loss), As Adjusted, for the periods presented:


			Page
About This Prospectus Supplement			S-ii
Where You Can Find More Information			S-iii
Special Note on Forward-Looking Statements			S-iv
Summary			S-1
The Offering			S-2
Summary Historical Consolidated Financial Information			S-4
Risk Factors			S-8
Use of Proceeds			S-11
Capitalization			S-12
Description of the Notes			S-13
Description of Indebtedness			S-29
Material U.S. Federal Tax Considerations			S-30
Underwriting			S-33
Legal Matters			S-38
Experts			S-38


			Page
Our Company			1
About This Prospectus			2
Where You Can Find More Information			2
Special Note On Forward-Looking Statements			3
Risk Factors			4
Use of Proceeds			5
Description of Capital Stock			6
Description of Debt Securities			7
Description of Warrants			19
Description of Purchase Contracts			19
Description of Units			20
Forms of Securities			21
Plan of Distribution			23
Validity of Securities			24
Experts			24

SEC Form 424B5 filed by Tyson Foods Inc.