TYSON FOODS, INC. — Director's Dealing 2021

Nov 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYSON FOODS, INC. (TSN)
CIK: 0000100493
Period of Report: 2021-11-19

Reporting Person: Soderstrom Johanna (EVP & Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Class A Common Stock	F	401	—	Disposed	13770.929	Direct
2021-11-19	Class A Common Stock	A	5060.729	—	Acquired	18831.658	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Performance Shares	$	A	20242.915	Acquired		Class A Common Stock (20242.915)	Direct
2021-11-19	Non-Qualified Stock Options (Right to Buy)	$81.51	A	24955	Acquired	2031-11-19	Class A Common Stock (24955.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	274.445	Indirect

Footnotes

F1: On November 20, 2021, 885.13 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, 401 shares were withheld by the Issuer to satisfy tax withholding obligations.

F2: Restricted Stock award of Class A Common Stock which vests on November 19, 2024.

F3: Includes 332.863 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: Represents 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.

F5: Award of performance Class A Common Stock which vests on November 19, 2024 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 2022-2024) 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 2022-2024) period; and (3) achievement of a three year (fiscal 2022-2024) 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.

F6: 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.