Form 8-K

8-K — TYSON FOODS, INC.

Accession: 0000100493-26-000026

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0000100493

SIC: 2015 (POULTRY SLAUGHTERING AND PROCESSING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Documents

8-K — tsn-20260528.htm (Primary)

EX-99.1 (tsn2026presidentceoannounc.htm)

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8-K

8-K (Primary)

Filename: tsn-20260528.htm · Sequence: 1

tsn-20260528

0000100493falseiso4217:USDxbrli:shares00001004932026-05-282026-05-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 28, 2026

TYSON FOODS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-14704

71-0225165

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2200 West Don Tyson Parkway,

Springdale,

Arkansas

72762-6999

(Address of Principal Executive Offices)

(Zip Code)

(479) 290-4000

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered

Class A Common Stock Par Value $0.10 TSN New York Stock Exchange

Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Chief Executive Officer

On May 28, 2026, Tyson Foods, Inc. (the “Company”) announced that Jeffrey K. Schomburger will be joining the Company as a senior executive, effective July 1, 2026, and will serve as the Company’s Chief Executive Officer, effective October 4, 2026.

Mr. Schomburger, 64, currently serves as a member of our Board of Directors (the “Board”) since 2016 and as Lead Independent Director since November 2025. Mr. Schomburger most recently served as Global Sales Officer for The Procter & Gamble Company (“P&G”) from 2015 to 2019. He previously held numerous leadership positions with P&G since joining the company in 1984, including President of P&G’s global Walmart team from 2005 to 2015.

There is no family relationship between Mr. Schomburger and any director or officer of the Company, nor is there any arrangement or understanding between Mr. Schomburger and any other person(s) pursuant to which Mr. Schomburger was selected to serve as the Company’s Chief Executive Officer. Mr. Schomburger is not party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Schomburger’s employment beginning July 1, 2026 and continuing while he serves as the Company’s CEO, he entered into an employment agreement (the “Employment Agreement”) with the Company on May 27, 2026. The Employment Agreement provides for, among other things, an annual base salary of $1,600,000, participation in the Company’s annual performance incentive programs on terms and in amounts as determined by the Compensation and Leadership Development Committee (“CLDC”) of the Board, eligibility for equity awards under the Company’s equity incentive plans on terms and in amounts as determined by the CLDC, and participation in the Company’s benefit plans. Mr. Schomburger’s annual incentive target will be 200% of base salary and his annual long-term incentive target will be $11,000,000. In connection with Mr. Schomburger’s appointment, the CLDC approved an initial grant on July 10, 2026 (the “Grant Date”) of restricted stock units (the “Restricted Stock Unit Award”) with a grant date fair value of $2,800,000. The Restricted Stock Unit Award vests in one-third tranches each year over three years after the Grant Date, subject to continued employment.

The Employment Agreement also provides that upon a termination by the Company (other than for “cause” or by reason of death or permanent disability) or if Mr. Schomburger resigns for “good reason”, the Company will pay Mr. Schomburger an amount equal to two years’ base salary plus two years’ target cash bonus, a pro-rata cash bonus for the year of termination based on actual performance, plus continued medical coverage for up to 18 months. Additionally, Mr. Schomburger is entitled to personal use of the Company-owned aircraft for up to 30 hours per calendar year in a manner consistent with the Company’s policy governing aircraft use by executive officers. Based on security concerns and as a result of a security study conducted by a third-party consultant, the current Company policy requires all personal and business travel of certain senior executives to take place on Company-owned aircraft and to “gross up” for tax purposes any approved personal use of Company-owned aircraft. Mr. Schomburger will also receive a relocation assistance lump sum payment in the amount of $75,000. The Employment Agreement contains a non-competition restriction for a period of 24 months post-termination and a 36-month post-termination non-solicitation restriction.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 27, 2026.

In connection with Mr. Schomburger’s appointment as the Company’s CEO, Donnie King will step down from the role of Chief Executive Officer, effective October 4, 2026 and is expected to remain with the Company and assist in the leadership transition. It is expected that Mr. King will remain on the Board.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing these execution transitions is furnished as Exhibit 99.1.

The information in the preceding paragraph, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report on Form 8-K.

Forward Looking Statements

Certain information in this report constitutes forward-looking statements. Such forward-looking statements include statements regarding the departure and appointment of certain employees and executive officers of the Company, including the timing of such transitions. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission, including in Part I, Item 1A. “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit

Number

Description

99.1

Press Release, dated May 28, 2026

104 Cover Page Interactive Data File formatted in iXBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TYSON FOODS, INC.

Date: May 28, 2026 By: /s/ Curt T. Calaway

Name: Curt T. Calaway

Title: Chief Financial Officer

EX-99.1

Filename: tsn2026presidentceoannounc.htm · Sequence: 2

Document

Tyson Foods Announces Jeff Schomburger to Succeed Donnie King as President and CEO

Springdale, Ark. – May 28, 2026 – Tyson Foods, Inc. (NYSE: TSN) announced today that Jeff Schomburger has been named President and Chief Executive Officer, effective October 4, 2026. Following a period of transition beginning in July, Schomburger will succeed King who has had an incredible 43-year career with the company. Schomburger has been a member of the Tyson Foods Board of Directors since 2016, providing him a strong understanding of the company’s operations and strategy.

Schomburger brings deep customer and consumer brand experience to the role, having held multiple senior leadership positions throughout his 35-year tenure at Procter & Gamble, retiring as its Global Sales Officer in 2019.

"The board and I are confident in Jeff Schomburger’s ability to lead Tyson Foods into its next chapter of growth,” said John H. Tyson, Chairman of the Board of Tyson Foods. “His experience will help us accelerate our strategic priorities and unlock new ways to win with customers and consumers—a key focus of our growth strategy. The Board looks forward to working with Jeff to drive sustainable growth, enhance shareholder value, and build on the strong momentum Tyson Foods has established.”

"I am honored to step into this leadership role and committed to building on the exceptional foundation and legacy of Tyson Foods. I'm energized by the opportunity to strengthen our iconic brands with superior products, capitalize on emerging opportunities through AI acceleration, and continue to win with customers and consumers,” said Jeff Schomburger. “I am grateful to the Board for their confidence, and I look forward to working with our outstanding leadership group and team members to strengthen Tyson Foods’ market leadership for years to come."

During his decade on the Board of Directors, Schomburger has served on multiple committees, including Compensation, Audit and Strategy and Acquisitions, becoming Chair of Strategy and Acquisitions in 2021. He has served as Lead Independent Director on the Board since 2025, working closely with King, providing Board oversight and engaging directly with leaders across the Tyson Foods business.

Donnie King will remain on the Tyson Foods Board of Directors. King will work closely with Schomburger to ensure a smooth leadership transition over the next several months. During his tenure as CEO, King successfully led the company through the COVID-19 pandemic, and improved execution across the business to substantially grow profit and strengthen the balance sheet. He meaningfully enhanced Tyson Foods’ strategic direction by accelerating innovation and driving significant efficiency, including bringing together all corporate staff at the company’s World Headquarters in Springdale, Arkansas.

“Donnie King’s long tenure at Tyson Foods, including his leadership as CEO, has strengthened our business and shaped our culture,” Tyson added. “We are grateful for his steady guidance and look forward to continuing to leverage his expertise within the Board.”

Tyson Foods remains focused on executing its strategy to drive long-term profitable growth and strong cash generation. The Company is reaffirming its previously issued total company guidance for fiscal 2026.

About Tyson Foods, Inc.

Tyson Foods, Inc. (NYSE: TSN) is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the Company is a member of the S&P 500 and Russell 1000 large capitalization indices. It had approximately 133,000 team members on September 27, 2025. Visit www.tysonfoods.com.

Forward Looking Statements

Certain information in this release constitutes forward-looking statements. Such forward-looking statements include statements regarding the departure and appointment of certain employees and executive officers of the Company, including the timing of such transitions, and the reaffirmation of previously issued total company guidance for fiscal 2026. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission, including in Part I, Item 1A. “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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