Wes Morris - Nov 17, 2024 Form 4 Insider Report for TYSON FOODS, INC. (TSN)

Signature
/s/ Marissa Savells by Power of Attorney for Wes Morris
Stock symbol
TSN
Transactions as of
Nov 17, 2024
Transactions value $
-$1,770,675
Form type
4
Date filed
11/19/2024, 09:18 PM
Previous filing
Nov 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TSN Class A Common Stock Tax liability -$148K -2.3K -14.42% $64.32 13.6K Nov 17, 2024 Direct F1
transaction TSN Class A Common Stock Options Exercise $1.08M +22.1K +161.78% $48.74 35.7K Nov 18, 2024 Direct
transaction TSN Class A Common Stock Sale -$1.62M -25.1K -70.24% $64.71 10.6K Nov 18, 2024 Direct F2
transaction TSN Class A Common Stock Award $0 +12.8K +120.31% $0.00 23.4K Nov 18, 2024 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TSN Non-Qualified Stock Options (Right to Buy) Options Exercise -$1.08M -22.1K -33.33% $48.74 44.1K Nov 18, 2024 Class A Common Stock 22.1K $48.74 Direct
transaction TSN Performance Shares Award +25.6K 25.6K Nov 18, 2024 Class A Common Stock 25.6K Direct F4
transaction TSN Non-Qualified Stock Options (Right to Buy) Award $0 +59.2K $0.00 59.2K Nov 18, 2024 Class A Common Stock 59.2K $64.54 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 17, 2024, 5,312.401 shares of restricted Class A Common Stock vested. The restricted shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement these shares were withheld by the Issuer to satisfy tax withholding obligations.
F2 This is a weighted average price. These shares were sold in multiple transactions on November 18, 2024 at prices ranging from $64.38 to $65.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
F3 Award of restricted stock units (RSUs) which will 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. Each RSU represents a contingent right to receive one share of the Issuers Class A Common Stock.
F4 Award of performance Class A Common Stock which will vest on November 18, 2027 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 2025-2027) 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 2025-2027) 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.
F5 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.