Form 4: Tyson SVP John Tyson Reports Share Vesting, Unmet Targets

Tyson Foods Senior Vice President John R. Tyson reported the vesting of some performance shares, related tax withholdings, and the expiration of a larger block of performance shares due to unmet vesting criteria.

Summary

• John R. Tyson, Senior Vice President of Tyson Foods, Inc. (TSN), reported several transactions related to his beneficial ownership of Class A Common Stock.
• On November 17, 2025, 3,846.944 performance shares vested, stemming from a November 17, 2023 grant, after meeting a cumulative operating income target of $1.161 billion for the 2024 fiscal year.
• A total of 4,921 shares were withheld by the Issuer to satisfy tax withholding obligations: 1,424 shares at $53.11 and 1,105 shares at $53.11 on November 17, 2025, and 2,392 shares at $53.66 on November 18, 2025.
• A significant grant of 30,525.031 performance shares, awarded on November 18, 2022, expired on November 18, 2025, without vesting because the associated performance criteria were not met.
• The unmet performance criteria for the expired shares included a cumulative operating income target of $12 billion for fiscal years 2023-2025, a favorable relative shareholder return compared to a predetermined peer group for fiscal years 2022-2024, and a cumulative return on invested capital of 11.5% for fiscal years 2023-2025.
• Following these reported transactions, John R. Tyson directly beneficially owns 40,231.859 shares of Class A Common Stock.
• Beneficial ownership also includes 256.455 shares acquired through the Employee Stock Purchase Plan and 568.072 shares from the dividend reinvestment plan, which are exempt from concurrent Section 16 reporting requirements.

Sentiment

Score: 4

Explanation: While some shares vested, the expiration of a much larger block of performance shares due to unmet financial and performance targets is a negative signal regarding the company's performance over the 2022-2025 period, outweighing the positive of the smaller vesting.

Positives

• 3,846.944 performance shares vested on November 17, 2025, indicating the achievement of a specific performance metric: a cumulative operating income target of $1.161 billion for the 2024 fiscal year.
• The reporting person maintains a significant direct beneficial ownership of 40,231.859 Class A Common Stock, aligning executive interests with shareholders.

Negatives

• A substantial grant of 30,525.031 performance shares, awarded on November 18, 2022, expired without vesting on November 18, 2025, due to the failure to meet specific performance criteria.
• The unmet criteria for the expired shares included a cumulative operating income target of $12 billion for fiscal years 2023-2025, a favorable relative shareholder return compared to peers, and a cumulative return on invested capital of 11.5% for fiscal years 2023-2025.
• A total of 4,921 shares were withheld by the Issuer to cover tax withholding obligations related to vested shares, reducing the net shares received by the reporting person.

Risks

• The failure to meet performance criteria for a significant portion of executive compensation (30,525.031 performance shares) could signal underlying operational or financial challenges for Tyson Foods during the 2022-2025 period.
• Unmet targets related to cumulative operating income, relative shareholder return, and return on invested capital suggest potential underperformance relative to internal goals and a predetermined peer group.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the historical performance criteria for executive compensation.

Industry Context

This filing reflects standard executive compensation practices involving performance-based equity awards. The vesting and expiration of such awards are tied to the company's financial and stock performance relative to internal targets and industry peers, providing insight into management's alignment with shareholder value creation.

Comparison to Industry Standards

• The structure of performance shares tied to cumulative operating income, relative shareholder return, and return on invested capital is a common practice in executive compensation across various industries, including the food processing sector.
• The failure to meet the performance criteria for the larger block of shares (30,525.031 shares) suggests that Tyson Foods' performance over the 2022-2025 period, particularly against a $12 billion cumulative operating income target and 11.5% cumulative return on invested capital, may have lagged internal expectations and potentially its predetermined peer group.

Stakeholder Impact

• Shareholders: The expiration of a large block of performance shares due to unmet targets could be viewed negatively, signaling potential underperformance and impacting investor confidence. Conversely, the vesting of some shares indicates achievement of other targets.
• Management/Executives: The outcome directly impacts the compensation of the Senior Vice President, reflecting the performance-based nature of their equity awards.

Key Dates

Keywords

Tyson Foods, TSN, Form 4, Insider Transaction, Stock Vesting, Performance Shares, Executive Compensation, Operating Income, Return on Invested Capital, Shareholder Return