泰森食品美股招股说明书(2026-02-11版)

Tyson Foods, Inc. $500,000,000 4.950% Senior Notes due 2036 We are offering $500,000,000 aggregate principal amount of 4.950% Senior Notes due 2036 (the “notes”). We will pay interest on the notes semiannually on and of each year, commencing on August 20, 2026. Thenotes will mature on February 20, 2036. We may redeem some or all of the notes at any time and from time totime at the applicable redemption prices described herein. The notes will be our senior unsecured obligations and will rank equally with all of our other existing andfuture senior unsecured indebtedness from time to time outstanding, including all other senior notes issued underthe indenture. The notes will be issued only in registered form in denominations of $2,000 and in integralmultiples of $1,000 in excess thereof. The notes will not be listed on any securities exchange. (1)Plus accrued interest from, and including, February20, 2026, if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes to purchasers on or about February20, 2026. Prospectus Supplement PageAbout This Prospectus SupplementS-iiWhere You Can Find More InformationS-iiiSpecial Noteon Forward-Looking StatementsS-ivSummaryS-1The OfferingS-2Summary Historical Consolidated Financial InformationS-4Risk FactorsS-8Use of ProceedsS-11CapitalizationS-12Description of the NotesS-13Description of IndebtednessS-29Material U.S. Federal Tax ConsiderationsS-30UnderwritingS-33Legal MattersS-38ExpertsS-38 Prospectus PageOur Company1About This Prospectus2Where You Can Find More Information2Special Note On Forward-Looking Statements3Risk Factors4Use of Proceeds5Description of Capital Stock6Description of Debt Securities7Description of Warrants19Description of Purchase Contracts19Description of Units20Forms of Securities21Plan of Distribution23Validity of Securities24Experts24 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filedwith the Securities and Exchange Commission using a shelf registration process. This document is in two parts. The first part is this prospectus supplement, which describes the specific termsof this offering and also adds to and updates information contained in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectus. The secondpart, the accompanying prospectus, gives more general information, some of which does not apply to this offering. Both this prospectus supplement and the accompanying prospectus include or incorporate by referenceimportant information about us, our notes and other information you should know before investing. You should readboth this prospectus supplement and the accompanying prospectus as well as additional information described under“Where You Can Find More Information” in this prospectus supplement before investing in our notes. Neither we nor the underwriters have authorized anyone to provide you with any information other than thatcontained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We and theunderwriters take no responsibility for, and can provide no assurance as to the reliability of, any other informationthat others may give you. Neither we nor the underwriters are making an offer to sell these securities in anyjurisdiction where the offer or sale is not permitted. You should assume that the information contained in thisprospectus supplement and the accompanying prospectus and the documents incorporated by reference is accurateonly as of their respective dates. Our business, financial condition, results of operations and prospects may havechanged since those dates. Unless the context otherwise requires, in this prospectus supplement the words “the Company,” “Tyson,” “we,”“us,” and “our” refer to Tyson Foods, Inc. and not to any of its subsidiaries. S-ii TABLE OF CONTENTS WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SECfilings are available to the public from the SEC’s website at http://www.sec.gov. Our ClassA common stock is listedand traded on the New York Stock Exchange, or “NYSE.” You may also inspect the information we file with theSEC at the NYSE’s offices at 20 Broad Street, New York, New York 10005. Information about us, including certainSEC filings, is also available at our website at https://ir.tyson.com. However, the information on our website is not apart of this prospectus supplement or the accompanying prospectus. The SEC allows us to “incorporate by reference” in this pro