Core Viewpoint - The Ademi Firm is investigating TreeHouse Foods for potential breaches of fiduciary duty and other legal violations related to its transaction with Investindustrial, which involves a cash payment and contingent value rights for shareholders [1][3]. Transaction Details - TreeHouse Foods shareholders will receive $22.50 per share in cash, amounting to an equity value of $1.2 billion, along with one contingent value right per share that entitles holders to 85% of net proceeds from ongoing litigation against Keurig Green Mountain concerning antitrust claims in the single-serve coffee market [2]. - The transaction includes significant benefits for TreeHouse Foods insiders as part of change of control arrangements [2]. Board Conduct - The transaction agreement imposes a significant penalty on TreeHouse Foods for accepting competing bids, which raises concerns about the board of directors' fulfillment of their fiduciary duties to all shareholders [3].

Core Viewpoint - Johnson Fistel, PLLP has initiated an investigation into TreeHouse Foods, Inc. regarding potential breaches of fiduciary duties by its board members in relation to the proposed sale of the company to Investindustrial [1]. Summary by Sections Proposed Transaction - On November 10, 2025, TreeHouse Foods announced a definitive merger agreement with Investindustrial, where shareholders will receive $22.50 per share in cash and one non-transferable Contingent Value Right (CVR) per common share [3]. - The proposed acquisition price of $22.50 per share is significantly lower than TreeHouse Foods' 52-week high of $40.77, with a Wall Street analyst setting a target price of $31 per share [4]. Investigation Details - Shareholders who believe the proposed transaction undervalues their investment are encouraged to join the investigation led by Johnson Fistel [2]. Firm Background - Johnson Fistel, PLLP is a nationally recognized law firm specializing in shareholder rights, with a strong track record in securities class action lawsuits [5]. - In 2024, the firm was ranked among the Top 10 Plaintiff Law Firms, recovering approximately $90.725 million for clients in cases where it served as lead or co-lead counsel [6].

Core Insights - The cattle herd size has been declining since 1951, impacting profitability for companies like Tyson Foods despite strong sales performance [1][2][4] - The beef industry is facing significant pressure due to rising commodity inflation, affecting restaurants and food service companies [5][6] Industry Overview - The beef supply squeeze is severe, with implications for various stakeholders, including cattle herders and food companies [2][4] - There is a call for government intervention to address the declining cattle herd and potential imports from countries like Argentina [2][3] Company Performance - Tyson Foods is struggling to maintain profitability despite a strong sales quarter, attributed to the reduced cattle herd [1][3] - Texas Roadhouse is experiencing commodity inflation of 8%, but is not passing these costs onto consumers, indicating a focus on customer loyalty [5][6] - McDonald's reported a strong quarter, contrasting with other beef-selling companies that are facing challenges [6]

Financial Data and Key Metrics Changes - In Q4, total company sales grew 4.8% to $13.9 billion compared to the prior year, with full-year sales at $54.4 billion, an increase of 3.3% [22][23] - Adjusted operating income for Q4 was $608 million, up 19% year-over-year, while full-year adjusted operating income reached $2.3 billion, a 26% increase [22][23] - Adjusted earnings per share for Q4 were $1.15, up 25% from last year, and full-year adjusted EPS was $4.12, up 33% [23] Business Line Data and Key Metrics Changes - The chicken segment delivered $457 million in adjusted operating income, a 28% increase year-over-year, driven by higher volumes and better operational execution [6][16] - Prepared foods saw a 3% increase in sales, with adjusted operating income affected by higher raw material costs, achieving a margin of 7.4% [14][15] - The beef segment's adjusted operating income declined due to higher cattle costs, while pork adjusted operating income increased by 63% [18][19] Market Data and Key Metrics Changes - Tyson's retail branded products grew by 2.4% in volume, outperforming the broader food and beverage retail sector, which declined by 1.5% [9][10] - The company’s branded fresh chicken volume grew 7.8%, and frozen value-added chicken rose by 8.7% [10][11] - Tyson branded products now reach nearly 72% of U.S. households, exceeding private label and other branded competitors [10] Company Strategy and Development Direction - The company is focused on innovation and operational efficiencies to capture market share and improve profitability across all segments [7][12] - Tyson aims to enhance its product mix by developing more value-added products and improving operational efficiencies [7][18] - The company is committed to removing certain ingredients from its products to meet consumer demand for healthier options [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the chicken segment benefiting from changing consumer preferences and expects continued growth in 2026 [8][36] - The beef segment faces challenges due to tight cattle supplies and market headwinds, but management is focused on efficiency and innovation to strengthen fundamentals [8][17] - Overall, management remains optimistic about the company's diverse portfolio and ability to navigate market challenges while delivering shareholder value [29] Other Important Information - The company ended the year with $3.7 billion in liquidity and net leverage at 2.1 times, reflecting disciplined capital allocation [23][24] - Free cash flow for the year was $1.2 billion, well ahead of dividends paid [23][24] - The company anticipates full-year sales growth of 2%-4% for 2026, with adjusted operating income expected between $2.1 billion and $2.3 billion [25][26] Q&A Session Summary Question: Guidance on chicken segment for 2026 - Management indicated that the chicken segment is expected to perform well, with a guidance range of $1.25 billion to $1.5 billion for adjusted operating income, based on stable grain prices and strong execution [32][33] Question: Prepared foods performance and input costs - Management acknowledged that the prepared foods segment faced challenges due to rising commodity costs, but they expect improvements in 2026 driven by operational excellence and innovation [37][39] Question: Beef segment outlook amidst cattle supply issues - Management discussed the challenges in the beef segment due to heifer retention and cattle supply constraints, guiding for a potential loss in adjusted operating income between $600 million and $400 million [46][47] Question: CAPEX guidance for 2026 - Management provided a CAPEX range of $700 million to $1 billion for 2026, reflecting the pacing of current projects and timing of new initiatives [48][50] Question: Consumer behavior and SNAP benefits impact - Management noted that while consumer spending patterns are changing, they feel resilient due to their diverse product portfolio and strong brand loyalty [68][71]

Financial Data and Key Metrics Changes - In Q4 2025, total company sales grew 4.8% to $13.9 billion compared to the prior year, with full-year sales at $54.4 billion, an increase of 3.3% [22][23] - Adjusted operating income for Q4 was $608 million, up 19% year-over-year, while full-year adjusted operating income reached $2.3 billion, a 26% increase [22][23] - Adjusted earnings per share for Q4 were $1.15, up 25% from last year, and full-year adjusted EPS was $4.12, up 33% [23] Business Line Data and Key Metrics Changes - The chicken segment delivered $457 million in adjusted operating income, a 28% increase year-over-year, driven by higher volumes and better operational execution [6][16] - Prepared foods saw a 3% increase in sales, with adjusted operating income affected by higher raw material costs, achieving a margin of 7.4% [14][15] - The beef segment's adjusted operating income declined due to higher cattle costs, while pork adjusted operating income increased by 63% [18][19] Market Data and Key Metrics Changes - Tyson's retail branded products grew by 2.4% in volume, outperforming the broader food and beverage retail sector, which declined by 1.5% [9][10] - The company’s branded fresh chicken volume grew 7.8%, and frozen value-added chicken rose by 8.7% [10][11] - The company maintained net leverage at 2.1 times, reflecting disciplined capital allocation [9][24] Company Strategy and Development Direction - The company is focused on innovation and operational efficiencies to capture market share and improve profitability across all segments [7][12] - Tyson aims to enhance its product mix by developing more value-added products and expanding its branded portfolio [7][20] - The company is committed to maintaining financial strength while investing in growth opportunities and returning cash to shareholders [24][25] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the chicken segment benefiting from changing consumer preferences and anticipated tight cattle supplies impacting beef [8][26] - The company expects full-year sales in 2026 to increase by 2%-4%, with adjusted operating income projected between $2.1 billion and $2.3 billion [25][26] - Management highlighted the importance of execution and operational excellence in navigating market challenges and driving growth [29] Other Important Information - The company plans to remove certain ingredients from its products by year-end, reflecting a commitment to healthier options [12] - The recent launch of high-protein chicken cuts has achieved nationwide distribution, indicating strong consumer demand [11] Q&A Session Summary Question: Guidance on chicken segment for 2026 - Management indicated that the chicken segment is expected to perform well, with operating conditions similar to FY2025, and USDA projects a 1% increase in chicken production [33][34] Question: Prepared foods performance and input costs - Management acknowledged that rapid rises in commodity costs impacted prepared foods, but fundamentals remain strong, with expectations for growth in FY2026 [37][39] Question: Beef segment outlook amidst cattle supply challenges - Management discussed heifer retention and its impact on cattle supply, indicating that supply will be constrained in the near term [46][47] Question: CAPEX guidance for 2026 - Management explained that the CAPEX range reflects the pacing of current projects and timing of new projects, with a focus on maintenance and profit improvement [48][50] Question: Seasonal expectations for beef in Q1 2026 - Management noted good retail demand and operational performance, but acknowledged potential volatility in cattle prices [75][76] Question: Key uncertainties for fiscal 2026 - Management highlighted consumer spending patterns and the importance of a diverse product portfolio in navigating challenges [66][70]

Financial Data and Key Metrics Changes - In Q4 2025, total company sales grew 4.8% to $13.9 billion compared to the prior year, with full-year sales at $54.4 billion, an increase of 3.3% [21][22] - Q4 adjusted operating income was $608 million, up 19% year-over-year, while full-year adjusted operating income reached $2.3 billion, a 26% increase [22][23] - Adjusted earnings per share for the quarter were $1.15, up 25% from last year, and full-year adjusted EPS was $4.12, up 33% [23] Business Line Data and Key Metrics Changes - The chicken segment delivered $457 million in adjusted operating income, a 28% increase year-over-year, driven by higher volumes and better operational execution [4][16] - Prepared foods saw a 3% increase in sales, with adjusted operating income affected by higher raw material costs, achieving a margin of 7.4% [14][22] - The beef segment's sales increased due to higher average prices, but adjusted operating income declined as higher cattle costs outpaced sales growth [17][18] Market Data and Key Metrics Changes - Tyson's retail branded products grew by 2.4% in volume, outperforming the broader food and beverage retail sector, which declined by 1.5% [8] - The company’s branded fresh chicken volume grew 7.8%, and frozen value-added chicken rose by 8.7% [9][10] - The company reached nearly 72% of U.S. households with its retail branded products, exceeding private label and other branded competitors [9] Company Strategy and Development Direction - The company is focused on operational excellence, innovation, and capturing market share through value-added products [5][6] - Tyson aims to strengthen its fundamentals by prioritizing efficiency, reducing costs, and introducing innovative products [6][7] - The company is committed to meeting growing global demand for protein while delivering value to customers and shareholders [28] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the chicken segment benefiting from changing consumer preferences and high beef prices in 2026 [7][26] - The company anticipates full-year sales growth of 2%-4% for 2026, with adjusted operating income expected between $2.1 billion and $2.3 billion [25][26] - Management acknowledged challenges in the beef segment due to tight cattle supplies and potential heifer retention impacting future supply [26][47] Other Important Information - The company has made significant progress in capital allocation, maintaining net leverage at 2.1 times and returning $893 million to shareholders through dividends and repurchases [24] - The recent launch of high-protein chicken cuts has achieved nationwide distribution, indicating strong consumer demand for convenient, protein-rich options [10][11] - The company plans to remove certain additives from its products by year-end, aligning with consumer preferences for healthier options [11] Q&A Session Summary Question: Guidance on chicken segment for 2026 - Management indicated that the chicken segment is expected to perform well, with a guidance range of $1.25 billion to $1.5 billion in adjusted operating income, based on stable grain prices and improved execution [32][33] Question: Prepared foods performance and outlook - Management acknowledged that the prepared foods segment faced challenges due to rising commodity costs but remains optimistic about growth driven by operational excellence and innovation [39][40] Question: Beef segment challenges and cattle supply - Management discussed the impact of heifer retention and cattle supply on the beef segment, indicating a challenging environment for 2026 with expected adjusted operating income losses [46][47] Question: CAPEX guidance for 2026 - Management explained that the CAPEX range of $700 million to $1 billion reflects the pacing of current projects and timing of new initiatives, emphasizing a disciplined capital allocation approach [48][49] Question: Seasonal expectations for beef in Q1 2026 - Management noted that while there is good retail demand, volatility in cattle prices is expected, and operational performance remains strong [72][73]

Financial Performance - The company achieved its sixth consecutive quarter of year-over-year (YoY) growth in Sales, Adjusted Operating Income (AOI), and adjusted Earnings Per Share (EPS)[5] - Q4 2025 sales reached $13860 million, a 48% increase compared to the previous year, excluding the impact of legal contingency accruals[28, 29] - Adjusted Operating Income (AOI) for Q4 2025 was $608 million, a 19% increase YoY[28] - Adjusted EPS for Q4 2025 was $115, a 25% increase YoY[28] - The company's free cash flow for fiscal year 2025 was $1177 million[31] Segment Performance - Chicken segment achieved record profitability[5] - Chicken segment sales for Q4 2025 were $4411 million, a 38% increase YoY, with AOI at $457 million, a $101 million increase YoY[15] - Beef segment sales for Q4 2025 were $5489 million, a 43% increase YoY, but with an AOI loss of $94 million[18] - Pork segment sales for Q4 2025 were $1414 million, a 17% decrease YoY, but with AOI at $31 million, a $12 million increase YoY[21] - Prepared Foods segment sales for Q4 2025 were $2546 million, a 30% increase YoY, with AOI at $189 million[11] Financial Position - The company's net leverage ratio improved YoY, reaching 21x in Q4 2025[5, 33] FY26 Guidance - The company projects sales growth of 2%-4% for fiscal year 2026[37] - Total AOI is projected to be between $21 billion and $23 billion[37]

Core Viewpoint - Tyson Foods anticipates increased sales for the current fiscal year, driven by higher domestic production of pork and chicken, which is expected to compensate for a decrease in beef production [1] Group 1: Sales Expectations - The company expects higher sales due to increased domestic production of pork and chicken [1] - The anticipated rise in sales is positioned to offset a decline in beef production [1]

Core Viewpoint - Tyson Foods has forecasted annual revenue significantly above analysts' estimates, driven by anticipated demand for chicken products to compensate for weaknesses in its beef business [1] Group 1 - The company is betting on strong demand for chicken products to offset challenges faced in the beef sector [1]

Core Insights - Tyson Foods reported a year-over-year growth in sales, adjusted operating income, and adjusted earnings per share, indicating the strength of its multi-protein, multi-channel portfolio [4][6][10] Financial Performance - Sales for the fourth quarter of 2025 reached $13,860 million, a 2.2% increase from the previous year, while total sales for the fiscal year were $54,441 million, up 2.1% [6][26] - GAAP operating income for the fourth quarter was $158 million, down 70% from the prior year, and for the fiscal year, it was $1,098 million, down 22% [6][8] - Adjusted operating income for the fourth quarter was $608 million, up 19% year-over-year, and for the fiscal year, it was $2,287 million, a 26% increase [6][9] - Net income per share attributable to Tyson for the fourth quarter was $0.13, down 87% from the previous year, while for the fiscal year, it was $1.33, down 41% [6][26] - Adjusted net income per share for the fourth quarter was $1.15, up 25% year-over-year, and for the fiscal year, it was $4.12, a 33% increase [6][9] Segment Results - Beef segment sales for the fourth quarter were $5,489 million, a decrease of 8.4% year-over-year, while for the fiscal year, sales were $21,623 million, down 1.9% [7] - Pork segment sales for the fourth quarter were $1,414 million, down 4.2%, and for the fiscal year, sales were $5,781 million, down 1.7% [7] - Chicken segment sales for the fourth quarter were $4,411 million, up 3.7%, and for the fiscal year, sales were $16,837 million, up 2.6% [7] - Prepared Foods segment sales for the fourth quarter were $2,546 million, down 1.7%, and for the fiscal year, sales were $9,930 million, down 2.5% [7] Outlook - The USDA projects a 1% increase in domestic protein production for fiscal 2026 compared to fiscal 2025 [10] - Tyson anticipates total company adjusted operating income for fiscal 2026 to be between $2.1 billion and $2.3 billion [17] - Sales are expected to increase by 2% to 4% in fiscal 2026 compared to fiscal 2025 [18] - Capital expenditures are projected to be between $700 million and $1.0 billion for fiscal 2026 [19] - Free cash flow is expected to range from $0.8 billion to $1.3 billion for fiscal 2026 [22] - The Board of Directors increased the quarterly dividend to $0.51 per share for Class A and $0.459 for Class B, resulting in an annual dividend rate increase of 2% compared to fiscal 2025 [24]