John H. Tyson - Jun 17, 2024 Form 4 Insider Report for TYSON FOODS, INC. (TSN)

Signature
/s/ Marissa Savells by Power of Attorney for John H. Tyson
Stock symbol
TSN
Transactions as of
Jun 17, 2024
Transactions value $
-$1,661,193
Form type
4
Date filed
11/19/2024, 09:19 PM
Previous filing
Nov 21, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TSN Class A Common Stock Other $0 -135K -100% $0.00 0 Jun 17, 2024 Employee Stock Purchase Plan F1
transaction TSN Class A Common Stock Other $0 +135K +4.82% $0.00 2.93M Jun 17, 2024 Direct F1, F2, F3
transaction TSN Class A Common Stock Options Exercise +30.8K +1.05% 2.96M Nov 17, 2024 Direct F4
transaction TSN Class A Common Stock Tax liability -$816K -12.7K -0.43% $64.32 2.95M Nov 17, 2024 Direct F5
transaction TSN Class A Common Stock Tax liability -$845K -13.1K -0.45% $64.32 2.93M Nov 17, 2024 Direct F6
transaction TSN Class A Common Stock Award $0 +23.6K +0.8% $0.00 2.96M Nov 18, 2024 Direct F7

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 Performance Shares Options Exercise -30.8K -50% 30.8K Nov 17, 2024 Class A Common Stock 30.8K Direct F8
transaction TSN Performance Shares Award +47.2K 47.2K Nov 18, 2024 Class A Common Stock 47.2K Direct F9
transaction TSN Non-Qualified Stock Options (Right to Buy) Award $0 +108K $0.00 108K Nov 18, 2024 Class A Common Stock 108K $64.54 Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 17, 2024, the Issuer appointed a new third-party administrator for its Employee Stock Purchase Plan. In connection with this appointment, the holding of Reporting Person's shares of Class A Common stock was changed from indirect to direct ownership. This transaction is exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-13.
F2 Includes 3,710.319 shares of the Issuer's Class A Common Stock purchased for the Reporting Person's account under the Issuer's Employee Stock Purchase Plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16b-3.
F3 Includes 1,812.439 shares of the Issuer's Class A Common Stock received by the Reporting Person pursuant to the Issuer's dividend reinvestment plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-11.
F4 On November 17, 2024, 30,775.542 shares vested and are reported herein as acquired non-derivative securities. On November 17, 2023, the Reporting Person received a grant of performance shares which would vest in equal installments over two years, and one-half of which vested on November 17, 2024, subject to the achievement of a performance metric in the applicable Stock Incentive Agreement. The performance metric was a cumulative operating income target of $1.161 billion for the 2024 fiscal year. The performance shares could vest at a level of 25 percent - 100 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 100 percent level. The remainder of the award will continue to be held until the final vesting date of November 17, 2025.
F5 Pursuant to the terms of the award agreement, these shares were withheld by the Issuer to satisfy tax withholding obligations related to the vesting described in footnote 4.
F6 On November 17, 2024, 31,874.414 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.
F7 Award of restricted stock units (RSUs) which will vest on November 18, 2025. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F8 A portion of these performance shares vested as described in footnote 4.
F9 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.
F10 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.