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Tyson Foods

NYSE: TSN · USD

Tyson Foods (TSN) Economic Moat Analysis25

Competitive advantages, dated evidence and erosion risks.

None economic moat

Tyson has established brands, integrated chicken operations and broad distribution, but the supplied evidence does not establish a durable company-wide economic moat. Actual price increases and volume growth in several segments demonstrate some commercial strength. However, consolidated volumes declined, higher prices did not preserve gross profit, and Beef required capacity reductions. These realized weaknesses, together with customer bargaining power, support a no-moat assessment rather than merely insufficient evidence. Branded foods may have stronger economics, but their durable differentiation is not demonstrated separately.

Intangible assets

The existing brand portfolio supports differentiation, with some demonstrated demand strength: Prepared Foods increased volume while raising prices in fiscal 2026. This is a current commercial asset, but the passages do not establish persistent brand premiums or customer dependency sufficient for a moat.

Durability
Brand recognition can persist, but the supplied period does not demonstrate durable pricing premiums or protection against substitution.
Competitors
Comparison not established
Erosion risks
Large customers have increased buying power and can substitute private-label products. Advertising, promotions and innovation remain competitive requirements. Consolidated price increases accompanied lower total volumes.
What would invalidate the thesis
The limited brand advantage would be undermined by sustained Prepared Foods volume losses during price increases, displacement by private labels, or promotional spending that repeatedly absorbs the benefit of pricing.
Evidence (4) · Counterevidence (3)

Cost advantage

Vertical integration, poultry breeding capabilities and national distribution provide operating coordination and potential efficiencies. The passages establish these assets, but do not demonstrate a sustained cost advantage over competitors.

Durability
The operating infrastructure is established, but its replication difficulty and relative unit-cost benefits are undisclosed. Network optimization remains an initiative whose durable benefits are unproven.
Competitors
Comparison not established
Erosion risks
Commodity exposure can overwhelm operating efficiencies. Actual cattle shortages, rising costs, facility closures and reduced shifts show that scale does not assure efficient capacity utilization.
What would invalidate the thesis
A durable cost-advantage thesis would fail if, across normalized input cycles, integration and restructuring do not deliver sustained comparable unit-cost or cash-return advantages, or capacity reductions recur without corresponding operating improvements.
Evidence (3) · Counterevidence (5)

Changes since the previous analysis

  • No comparable previous version; previous accepted analysis is null.

Evidence limitations

  • Assessment uses only the supplied passages. The November 10, 2025, August 3, 2026 and December 17, 2025 source dates are filing dates, not retrieval dates.
  • The competition passages identify generic producer and processor categories, with no named competitive comparisons. Cargill, Incorporated appears in a litigation caption, which does not establish competitor coverage; competitor arrays are therefore empty.
  • Brand leadership and distribution benefits are issuer assertions. Operating results provide usable evidence, but relative costs, market shares, brand premiums and returns across full industry cycles are missing.
  • Average sales price changes are not matched-product pricing measures. Segment volume directions permit only indirect demand assessment; customer-level repeat purchases, retention rates and switching costs are undisclosed.
  • The fiscal 2025 proxy describes actual awards and governance practices, but does not establish fiscal 2026 successors' incentive terms or subsequent governance outcomes. The proposed February 2026 plan amendment is not treated as adopted.
  • Risk factors identify exposures rather than proof that every adverse scenario occurred. The no-moat conclusion also relies on realized volume declines, cost pressure, gross-profit deterioration and capacity reductions.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
202113.9%9.3%13.3%5.6%
202212.5%8.3%13.3%1.5%
20235.0%-0.7%—-0.4%
20246.8%2.6%3.9%2.7%
20256.5%2.0%2.8%2.2%

Pricing power38

  • Pricing outcomes

    Nine-month average sales prices rose 4.6%, with increases across all segments contributing $1.904 billion to sales. Total volume fell 1.8%, although several segments grew volume. This demonstrates realized pricing with mixed demand outcomes, not an established durable premium; the disclosed price bridge excludes legal accrual reductions.

  • Customer demand

    Indirect operating evidence is mixed: Pork, Chicken and Prepared Foods grew volumes alongside nine-month price increases, while Beef and International declined. This supports continued demand in parts of the portfolio without establishing customer retention rates or attributing volume declines solely to pricing.

  • Margin resilience

    Despite realized price increases, nine-month gross profit fell from $2.836 billion to $2.691 billion and cost of sales rose as a share of revenue. Higher operating income must be weighed against the prior-year impairment and other comparability items. Cost pass-through remains fragile.

  • Pricing freedom

    The company can implement price increases, but customer purchasing power constrains negotiations. The explicit inability always to limit contractual liability without risking customer relationships demonstrates weak freedom over terms. Detailed customer pricing formulas are absent.

Management50

  • Capital discipline

    Fiscal 2025 operating cash of $2.155 billion exceeded $978 million of capital expenditure, while debt payments exceeded debt issuance. Debt declined further by June 2026 and asset sales generated cash. These positives are tempered by impairments, recurring restructuring and substantial transition costs; they do not demonstrate consistently superior investment outcomes.

  • Incentive alignment

    Actual fiscal 2025 performance awards combined three-year adjusted operating income and relative shareholder returns, and executives faced ownership requirements. However, CEO compensation increased while fiscal 2025 shareholder returns declined and lagged the disclosed peer benchmark. Alignment is mixed; target metrics do not prove achieved performance or vesting.

  • Execution

    Indirect operating evidence shows successful price realization, volume growth in several segments and higher reported operating income. Consolidated volume and gross profit declined, while restructuring, legal and leadership transition costs remained substantial. Prior-year impairment effects limit the strength of the reported improvement.

  • Governance

    Disclosed majority board independence, independent sessions and committee approval of CEO compensation are concrete safeguards. Elected controlled-company exemptions weaken accountability, and substantial leadership transition payments warrant caution. The supplied disclosures support mixed governance rather than exceptional oversight.

Sources and methodology

Current publication · Updated 18/10/2026 · Version 4

AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.

Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 18/10/2026

Moat25

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

structural advantage · 1/4 · Brands, integrated production and distribution are established assets, but competitor-relative cost or differentiation advantages are unproven. Actual capacity reductions limit the inference that scale creates a structural barrier.

durability · 1/4 · Existing brands and infrastructure offer some persistence, but limited commodity control and realized cost pressure and closures show fragile economic protection. No full-cycle evidence demonstrates durable excess returns.

customer dependency · 1/4 · Growth in several segments indicates demand, assessed indirectly from operating volumes. Strong customer bargaining power and disclosed difficulty limiting contractual liability indicate weak supplier leverage; switching friction is not demonstrated.

erosion resilience · 1/4 · Price increases and demand growth in several segments provide partial protection, but consolidated volume and gross profit fell and capacity was reduced. These outcomes demonstrate limited resilience rather than merely hypothetical risk.

Pricing power38

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 2/4 · Nine-month average sales prices rose 4.6%, with increases across all segments contributing $1.904 billion to sales. Total volume fell 1.8%, although several segments grew volume. This demonstrates realized pricing with mixed demand outcomes, not an established durable premium; the disclosed price bridge excludes legal accrual reductions.

retention · 2/4 · Indirect operating evidence is mixed: Pork, Chicken and Prepared Foods grew volumes alongside nine-month price increases, while Beef and International declined. This supports continued demand in parts of the portfolio without establishing customer retention rates or attributing volume declines solely to pricing.

margin resilience · 1/4 · Despite realized price increases, nine-month gross profit fell from $2.836 billion to $2.691 billion and cost of sales rose as a share of revenue. Higher operating income must be weighed against the prior-year impairment and other comparability items. Cost pass-through remains fragile.

contractual freedom · 1/4 · The company can implement price increases, but customer purchasing power constrains negotiations. The explicit inability always to limit contractual liability without risking customer relationships demonstrates weak freedom over terms. Detailed customer pricing formulas are absent.

Predictability88

Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
75.00
Revenue growth volatility (pp)
5.52
Positive FCF years (%)
80.00
FCF margin volatility (pp)
1.94

Financial strength21

Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
7.11
netDebtEbitGrade
0.00
interestCoverageGrade
13.14
currentRatioGrade
64.16
Debt / FCF (x)
7.50
Net debt / operating income (x)
6.92
Interest coverage (x)
2.45
Current ratio (x)
1.55

Capital allocation—

Missing required inputs: dilution. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.

3-year pre-tax operating return (%)
2.66
3-year average SBC / revenue (%)
0.16
cashConversionGrade
0.00

Management50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Fiscal 2025 operating cash of $2.155 billion exceeded $978 million of capital expenditure, while debt payments exceeded debt issuance. Debt declined further by June 2026 and asset sales generated cash. These positives are tempered by impairments, recurring restructuring and substantial transition costs; they do not demonstrate consistently superior investment outcomes.

incentive alignment · 2/4 · Actual fiscal 2025 performance awards combined three-year adjusted operating income and relative shareholder returns, and executives faced ownership requirements. However, CEO compensation increased while fiscal 2025 shareholder returns declined and lagged the disclosed peer benchmark. Alignment is mixed; target metrics do not prove achieved performance or vesting.

execution · 2/4 · Indirect operating evidence shows successful price realization, volume growth in several segments and higher reported operating income. Consolidated volume and gross profit declined, while restructuring, legal and leadership transition costs remained substantial. Prior-year impairment effects limit the strength of the reported improvement.

governance · 2/4 · Disclosed majority board independence, independent sessions and committee approval of CEO compensation are concrete safeguards. Elected controlled-company exemptions weaken accountability, and substantial leadership transition payments warrant caution. The supplied disclosures support mixed governance rather than exceptional oversight.

Evidence

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®.

Business: existing product and brand portfolio · Filed 10/11/2025

Our integrated operations consist of breeding stock, contract farmers, feed production, processing, further-processing, marketing and transportation of chicken and related specialty products, including animal and pet food ingredients.

Business: integrated chicken operations · Filed 10/11/2025

Through our wholly-owned subsidiary, Cobb-Vantress, we are one of the leading poultry breeding stock suppliers in the world.

Business: poultry breeding stock supplier · Filed 10/11/2025

We seek to achieve a leading market position for our products via our principal marketing and competitive strategy, which includes: •identifying target markets for value-added products; •concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets; and •utilizing our national distribution systems and customer support services.

Competition: marketing strategy and national distribution · Filed 10/11/2025

The principal competitive elements are advertising, consumer and trade promotions, price, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of products, customer service and credit terms.

Competition: principal competitive elements · Filed 10/11/2025

These consolidations have produced large, sophisticated customers with increased buying power who are more capable of operating with reduced inventories, opposing price increases, and demanding lower pricing, increased promotional programs and specifically tailored products.

Risk factors: increased customer buying power · Filed 10/11/2025

Production and pricing of these commodities are determined by constantly changing market forces of supply and demand over which we have limited or no control.

Industry risk factors: commodity pricing and limited control · Filed 10/11/2025

However, we may not always be able to increase our product prices enough to sufficiently offset increased raw material costs due to consumer price sensitivity or the pricing postures of our competitors.

Industry risk factors: limitations on cost pass-through · Filed 10/11/2025

Summary of Results Sales in millions Three Months Ended Nine Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Sales $ 13,868 $ 13,884 $ 41,834 $ 40,581 Change in sales volume (2.8) % (1.8) % Change in average sales price 3.4 % 4.6 % Sales growth (0.1) % 3.1 % Third quarter – Fiscal 2026 vs Fiscal 2025 •Sales Volume – Sales were negatively impacted by lower sales volume, which accounted for a decrease in Sales of $392 million, as decreased sales volume in our Beef and International segments was partially offset by increased sales volume in our Pork, Chicken and Prepared Foods segments.

Summary of results: consolidated volume and average price changes · Filed 03/08/2026

Nine months – Fiscal 2026 vs Fiscal 2025 •Sales Volume – Sales were negatively impacted by lower sales volume, which accounted for a decrease in Sales of $746 million, as decreased sales volume in our Beef and International segments was partially offset by increased sales volume in our Pork, Chicken and Prepared Foods segments.

Nine-month results: segment directions of volume changes · Filed 03/08/2026

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase in Sales of $1,904 million, driven by price increases in all segments.

Nine-month results: realized price increases across segments · Filed 03/08/2026

32 Cost of Sales in millions Three Months Ended Nine Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Cost of sales $ 12,947 $ 12,743 $ 39,143 $ 37,745 Gross profit 921 1,141 2,691 2,836 Cost of sales as a percentage of sales 93.4 % 91.8 % 93.6 % 93.0 % Third quarter – Fiscal 2026 vs Fiscal 2025 •Cost of sales increased $204 million.

Cost of sales: quarterly and nine-month gross profit comparison · Filed 03/08/2026

The Beef segment continues to experience limited supply of market-ready cattle as well as increased cattle costs.

Market environment: actual cattle supply and cost pressure · Filed 03/08/2026

This increase reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition of another facility to a single shift, the closure of a production facility in the Prepared Foods segment and efforts to reduce support costs across all segments and corporate functions.

Network optimization: facility closures and shift reduction · Filed 03/08/2026

We generally attempt to limit the maximum amount of indemnification or liability that we could be exposed to under our contracts, but this is not always possible without risking the loss of a customer relationship, particularly with our more significant customers.

Customer risk factors: inability always to limit contractual liability · Filed 10/11/2025

CONSOLIDATED STATEMENTS OF CASH FLOWS in millions fiscal year ended September 27, 2025 September 28, 2024 September 30, 2023 Cash Flows From Operating Activities: Net income (loss) $ 507 $ 822 $ (649) Adjustments to reconcile net income to cash provided by operating activities: Depreciation 1,093 1,159 1,100 Amortization 268 241 239 Deferred income taxes (76) (45) (183) Gain on sale of storage facilities (107) — — Impairment of goodwill 343 — 781 Impairments and disposals of assets 126 131 101 Stock-based compensation expense 100 101 61 Other, net 7 (43) 115 (Increase) decrease in accounts receivable (121) 59 136 (Increase) decrease in inventories (449) 153 175 Increase (decrease) in accounts payable 184 (205) 47 Increase (decrease) in income taxes payable/receivable 7 89 108 Net changes in other operating assets and liabilities 273 128 (279) Cash Provided by Operating Activities 2,155 2,590 1,752 Cash Flows From Investing Activities: Additions to property, plant and equipment (978) (1,132) (1,939) Purchases of marketable securities (66) (38) (34) Proceeds from sale of marketable securities 62 35 32 Proceeds from sale of storage facilities 252 — — Proceeds from sale of business — 174 — Acquisitions, net of cash acquired — — (262) Acquisition of equity investments (11) (29) (115) Other, net 76 102 19 Cash Used for Investing Activities (665) (888) (2,299) Cash Flows From Financing Activities: Proceeds from issuance of debt 175 2,415 1,130 Payments on debt (1,262) (1,641) (603) Proceeds from issuance of commercial paper — 1,694 7,693 Repayments of commercial paper — (2,285) (7,103) Purchases of Tyson Class A common stock (196) (49) (354) Dividends (697) (684) (670) Stock options exercised 21 14 11 Other, net (18) (45) (16) Cash Provided by (Used for) Financing Activities (1,977) (581) 88 Effect of Exchange Rate Change on Cash (1) 23 1 (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash (488) 1,144 (458) Cash and Cash Equivalents and Restricted Cash at Beginning of Year 1,717 573 1,031 Cash and Cash Equivalents and Restricted Cash at End of Year 1,229 1,717 573 Less: Restricted Cash at End of Year — — — Cash and Cash Equivalents at End of Year $ 1,229 $ 1,717 $ 573 See accompanying Notes to Consolidated Financial Statements.

Consolidated cash flows: operating cash, investment, debt and distributions · Filed 10/11/2025

9 Plant Closures and Disposals The following table reflects our liability related to plant closures as of June 27, 2026 (in millions): Balance at September 27, 2025 Plant Closure Charges Payments Balance at June 27, 2026 Contract termination $ 72 $ — $ (14) $ 58 Severance and retention — — — — Total $ 72 $ — $ (14) $ 58 NOTE 6: DEBT The major components of debt are as follows (in millions): June 27, 2026 September 27, 2025 Revolving credit facility $ — $ — Revolving term loan credit facility — — Commercial paper — — Senior notes: 4.00% Notes due March 2026 (“2026 Notes”) — 800 3.55% Notes due June 2027 1,300 1,350 7.00% Notes due January 2028 18 18 4.35% Notes due March 2029 (“2029 Notes”) 1,000 1,000 5.40% Notes due March 2029 600 600 6.13% Notes due November 2032 156 157 5.70% Notes due March 2034 900 900 4.88% Notes due August 2034 500 500 4.95% Notes due February 2036 (“2036 Notes”) 500 — 5.15% Notes due August 2044 497 497 4.55% Notes due June 2047 713 733 5.10% Notes due September 2048 (“2048 Notes”) 1,485 1,490 Discount on senior notes (34) (34) Term loan facility due May 2028 — 440 Finance Leases 160 168 Other 250 251 Unamortized debt issuance costs (39) (40) Total debt 8,006 8,830 Less current debt 1,427 909 Total long-term debt $ 6,579 $ 7,921 Revolving Credit Facility and Letters of Credit We have a $2.5 billion revolving credit facility that supports short-term funding needs and serves as a backstop to our commercial paper program.

Note 6: actual debt balances and revolving credit facility · Filed 03/08/2026

Additionally, we have received $296 million of proceeds from the sale of storage facilities to date.

Network optimization: realized storage facility sale proceeds · Filed 03/08/2026

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In millions, except per share data) (Unaudited) Three Months Ended Nine Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Sales $ 13,868 $ 13,884 $ 41,834 $ 40,581 Cost of Sales 12,947 12,743 39,143 37,745 Gross Profit 921 1,141 2,691 2,836 Selling, General and Administrative 559 538 1,592 1,553 Goodwill Impairment — 343 — 343 Operating Income 362 260 1,099 940 Other (Income) Expense: Interest income (6) (15) (27) (57) Interest expense 98 113 299 343 Other, net 4 (31) 75 (47) Total Other (Income) Expense 96 67 347 239 Income before Income Taxes 266 193 752 701 Income Tax Expense 80 124 212 252 Net Income 186 69 540 449 Less: Net Income Attributable to Noncontrolling Interests 4 8 13 22 Net Income Attributable to Tyson $ 182 $ 61 $ 527 $ 427 Net Income Per Share Attributable to Tyson: Class A Basic $ 0.53 $ 0.18 $ 1.53 $ 1.23 Class B Basic $ 0.48 $ 0.16 $ 1.38 $ 1.10 Diluted $ 0.52 $ 0.17 $ 1.49 $ 1.20 See accompanying Notes to Consolidated Condensed Financial Statements.

Unaudited income statements: current and comparative operating results · Filed 03/08/2026

In the first nine months of fiscal 2026, our operating income was impacted by $269 million of legal contingency accruals, $175 million of restructuring and related charges and $73 million of executive leadership transition charges.

Management discussion: actual legal, restructuring and leadership charges · Filed 03/08/2026

In the first nine months of fiscal 2025, our operating income was impacted by a $343 million goodwill impairment charge, $343 million of legal contingency accruals, $33 million of restructuring and related charges, $17 million of brand and product line discontinuation charges and $17 million of plant closures and disposal charges.

Management discussion: prior-year items affecting comparability · Filed 03/08/2026

43 The performance measures adopted by the Compensation and Leadership Development Committee for performance stock awards granted in fiscal year 2025 were as follows, with each measure weighted equally: •achievement of a cumulative Adjusted Operating Income target over fiscal years 2025, 2026 and 2027 (the “cumulative Adjusted Operating Income Performance Measure”); and •a comparison of the relative total shareholder return of the Company’s Class A Common Stock as compared to each of the constituent companies within the S&P 500 Consumer Staples Index over fiscal years 2025, 2026 and 2027 (the “rTSR performance measure”).

Compensation discussion: measures for awards granted in fiscal 2025 · Filed 17/12/2025

☑ Significant stock ownership guidelines – Our NEOs and other executives are required to accumulate and hold stock equal to a multiple of annual base salary.

Compensation governance: executive stock ownership requirements · Filed 17/12/2025

Year Summary Compensation Table Total for Dean Banks ($)(1) Summary Compensation Table Total for Donnie King ($)(1) Compensation Actually Paid to Dean Banks ($)(1)(2)(3) Compensation Actually Paid to Donnie King ($)(1)(2)(3) Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) Value of Initial Fixed $100 Investment based on: (4) Net Income ($ Millions) Adjusted Operating Income ($ Millions)(5) TSR ($) Peer Group TSR ($) 2025 — 34,469,569 — 31,914,312 8,365,923 6,630,699 106.07 149.94 507 2,267 2024 — 22,773,094 — 30,568,512 7,678,635 9,752,009 112.96 149.63 822 1,809 2023 — 13,180,119 — 1,186,444 5,835,652 3,036,329 92.19 119.53 (649) 987 2022 — 12,014,497 — 10,941,512 5,760,752 3,956,575 116.44 111.35 3,249 4,405 2021 14,480,695 8,999,444 26,013,794 13,991,217 7,250,044 12,287,861 135.34 111.73 3,060 4,223 _______________________________ (1)Dean Banks was our PEO for part of fiscal year 2021 (from October 4, 2020 to June 2, 2021).

Pay versus performance: compensation, shareholder returns and earnings · Filed 17/12/2025

Some of the Company’s key governance features include: •10 of 16 directors independent at the end of fiscal year 2025; •Board and committee meeting attendance of approximately 98% during fiscal year 2025; •Deferred shares for directors and strong ownership requirements for directors and senior officers; •Majority-independent Board committees, with four of six Board committees having a supermajority of independent directors during fiscal year 2025; •Majority voting for directors in uncontested elections; •Regular executive sessions for independent directors, presided over by the Lead Independent Director; •Robust director nomination process; •Robust governance policies and procedures, including our Code of Conduct; •Board composition highlighted by strong leadership and diversity of experience; and •Active Board participation in succession planning for senior management roles.

Governance summary: board independence, attendance and committee practices · Filed 17/12/2025

Additionally, as a result of the TLP’s significant ownership of our outstanding voting stock, we are eligible for, and have elected to rely on, “controlled company” exemptions from certain corporate governance requirements of the New York Stock Exchange.

Ownership risk factors: elected controlled-company exemptions · Filed 10/11/2025

However, the Compensation and Leadership Development Committee’s charter gives it responsibility for approving the employment contract and total annual compensation for the CEO, and the committee has done so since 2003.

Compensation governance: committee approval of CEO compensation · Filed 17/12/2025

These customers also may use shelf space currently used for our products for their own private label products.

Customer risk factors: potential private-label shelf substitution · Filed 10/11/2025

•The change in average sales price excludes $248 million and $343 million reduction of Sales from the recognition of legal contingency accruals in the nine months ended June 27, 2026 and June 28, 2025, respectively.

Nine-month pricing disclosure: legal accrual exclusions · Filed 03/08/2026

In connection with these transitions, we recognized charges of $73 million during the three and nine months ended June 27, 2026, consisting of $41 million of one-time cash payments and $32 million of severance and related charges.

Executive transition: recognized cash payment and severance charges · Filed 03/08/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
418/10/2026none
318/10/2026none
218/10/2026none
118/10/2026Unavailable

Sources

Research methodology and limitations · What is an economic moat?