Stewart Glendinning - 18 Nov 2022 Form 4 Insider Report for TYSON FOODS, INC. (TSN)

Footnote F1

On November 18, 2022, 5,675.447 shares of restricted Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement, 2,569 shares were withheld by the Issuer to satisfy tax withholding obligations.

Footnote F2

On November 18, 2019 the Reporting Person received a grant of performance shares which vested or expired on November 18, 2022 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $3.9 billion for the 2020-2022 fiscal years and (b) a favorable comparison of the relative shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2020-2022 fiscal years. The performance shares could vest at a level of 50%-200% per performance criteria and were previously reported in the aggregate as derivative securities at the 200% level. On November 18, 2022, 10,393.727 shares vested and are reported herein as acquired non-derivative securities and the remainder of the award expired.

Footnote F3

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 2.

Footnote F4

Restricted Stock award of Class A Common Stock which vests on November 18, 2025.

Footnote F5

On November 20, 2022, 4,526.152 shares of restricted stock units of Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement, 2,049 shares were withheld by the Issuer to satisfy tax withholding obligations.

Footnote F6

Includes 426.848 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.

Footnote F7

A portion of these performance shares vested as described in footnote 2. The remainder of the award expired.

Footnote F8

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.

Footnote F9

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.