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: King Donnie (President&CEO, GrpPresPoultry)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Class A Common Stock	A	20242.915	—	Acquired	169146.182	Direct
2021-11-20	Class A Common Stock	F	2594	$81.51	Disposed	166552.182	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Performance Shares	$	A	80971.66	Acquired		Class A Common Stock (80971.66)	Direct
2021-11-19	Non-Qualified Stock Options (Right to Buy)	$81.51	A	99819	Acquired	2031-11-19	Class A Common Stock (99819.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4077.6337	Indirect
Class A Common Stock	950	Indirect

Footnotes

F1: Restricted Stock award of Class A Common Stock which vests on November 19, 2024.

F2: On November 20, 2021,5,732.267 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, 2,594 shares were withheld by the Issuer to satisfy tax withholding obligations.

F3: 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.

F4: 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.