SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Calaway Curt

(Last)

(First)

(Middle)

2200 W DON TYSON PARKWAY

(Street)

SPRINGDALE

72762

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2024

3. Issuer Name and Ticker or Trading Symbol
TYSON FOODS, INC. [ TSN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	interimChief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	7,733.8772⁽¹⁾	D
Class A Common Stock	27,099.482	I	Joint Revocable Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options (Right to Buy)	11/30/2016	11/30/2025	Class A Common Stock	6,539	$50	D
Non-Qualified Stock Options (Right to Buy)	11/28/2017	11/28/2026	Class A Common Stock	5,589	$58.34	D
Non-Qualified Stock Options (Right to Buy)	11/17/2018	11/17/2027	Class A Common Stock	4,115	$77.97	D
Non-Qualified Stock Options (Right to Buy)	11/19/2019	11/19/2028	Class A Common Stock	6,608	$59.42	D
Non-Qualified Stock Options (Right to Buy)	11/18/2020	11/18/2029	Class A Common Stock	4,475	$89.98	D
Non-Qualified Stock Options (Right to Buy)	11/20/2021	11/20/2030	Class A Common Stock	6,702	$60.74	D
Non-Qualified Stock Options (Right to Buy)	11/19/2022	11/19/2031	Class A Common Stock	4,538	$81.51	D
Non-Qualified Stock Options (Right to Buy)	11/18/2023	11/18/2032	Class A Common Stock	4,741	$65.52	D
Non-Qualified Stock Options (Right to Buy)	11/17/2024	11/17/2033	Class A Common Stock	6,620	$48.74	D
Performance Shares	⁽²⁾	⁽²⁾	Class A Common Stock	3,680.528	⁽²⁾	D
Performance Shares	⁽³⁾	⁽³⁾	Class A Common Stock	4,578.754	⁽³⁾	D
Performance Shares	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	6,155.108	⁽⁴⁾	D
Performance Shares	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	6,155.109	⁽⁵⁾	D

Explanation of Responses:

1. Includes 3,969.2602 shares of Class A Common Stock held in the Employee Stock Purchase Plan; 991.542 shares of Class A Common Stock which vest on November 19, 2024; 1,206.132 shares of Class A Common Stock which vest on November 18, 2025; and 1,566.943 shares of Class A Common Stock which vest in equal annual increments on each of approximately the first, second and third anniversary dates of the grant and become fully vested after three years.

2. Award of performance Class A Common Stock which vests on November 19, 2024 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2022-2024) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2022-2024) period; and (3) achievement of a three year (fiscal 2022-2024) average return on invested capital target. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires.

3. Award of performance Class A Common Stock which vests on November 18, 2025 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2023-2025) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2023-2025) period; and (3) achievement of a three year (fiscal 2023-2025) average return on invested capital target. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires.

4. Award of performance Class A Common Stock which vests on November 17, 2026 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2024-2026) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2024-2026) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires.

5. Award of performance Class A Common Stock which will vest in equal annual increments on the first and second anniversary dates of the grant if the performance metric described in the applicable Stock Incentive Agreement (the "SIA") is achieved. The performance metric set forth in the SIAs is the achievement of a one year (fiscal 2024) operating income target. Subject to the achievement of the performance metric, the performance shares could vest at a level of 25 to 100 percent and are reported as derivative securities at the 100 percent level. If the performance metric is not achieved, the award expires.

Remarks:

	/s/ Marissa Savells by Power of Attorney for Curt Calaway	06/21/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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