[SCHEDULE 13D/A] BRF S.A. SEC Filing

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13D reports that SALIC Investment executed a public sale of 185,556,900 common shares of BRF S.A. at a net price of approximately R$19.96 per share via an auction on B3, which settled on September 4, 2025. Concurrent with the sale, SALIC entered a cash-settled derivative referencing the same 185,556,900 shares with an unaffiliated dealer, including an upfront payment by SALIC and ongoing non-refundable fees. The derivative permits SALIC to elect cash settlement prior to expiry and is scheduled to expire on September 2, 2026. As a result of the disposition, the reporting persons ceased to be beneficial owners of more than 5% of BRF common shares.

Positive

• Large, orderly disposition of 185,556,900 shares via an auction on B3 at an identified net price of R$19.96 per share
• Full disclosure of the concurrent cash-settled derivative and its key commercial features, including upfront payment and expiry date of September 2, 2026

Negative

• Reporting persons ceased to be beneficial owners of more than 5% of BRF common shares, indicating reduced disclosed influence
• Derivative retains potential economic exposure despite the disposition, which may complicate assessments of actual change in economic interest

Insights

Securities Analyst

TL;DR Sale of 185,556,900 BRF shares and a linked cash-settled derivative reduced SALIC's holdings below 5%, removing its >5% beneficial ownership status.

The filing documents a material disposition: 185,556,900 shares sold at ~R$19.96 per share settled September 4, 2025. The concurrent cash-settled derivative references the identical share amount, includes an upfront payment and quarterly fees, and allows SALIC to trigger cash settlement prior to an expiry currently set for September 2, 2026. The structure suggests SALIC retained economic exposure via the derivative while transferring legal ownership. The reporting persons now report 0% beneficial ownership on the cover pages.

Corporate Governance Expert

TL;DR Reporting persons formally relinquished >5% beneficial ownership while documenting a structured derivative tied to the disposed shares.

The amendment clarifies that the Reporting Persons executed a disposition through an auction and concurrently entered a cash-settled derivative with a dealer. The derivative involves upfront and quarterly non-refundable payments and contemplates cash settlement either upon exercise or at expiry on September 2, 2026. The filing discloses cessation of >5% beneficial ownership but continues to record the derivative relationship, which is relevant for governance and disclosure because it preserves potential economic exposure despite the disposition.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

BRF S.A.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

10552T107

(CUSIP Number)

Sulaiman AlRumaih c/o SALIC
Business Gate, Building 6, 7452, Airport Branch Rd Qurtubah, Unit No. 2
Ar Riyadh, T0, 13244-2327
966 112681 333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 10552T107

1

Name of reporting person

SALIC International Investment Company

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SAUDI ARABIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 10552T107

1

Name of reporting person

Saudi Agricultural and Livestock Investment Company

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SAUDI ARABIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 10552T107

1

Name of reporting person

The Public Investment Fund

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SAUDI ARABIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Sovereign Wealth Fund of Saudi Arabia

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: BRF S.A.
(c)	Address of Issuer's Principal Executive Offices: 14401 Av. Das Nacoes Unidas 22nd Floor, Chac Santo Antonio, Sao Paulo - SP, BRAZIL , 04730 090.
Item 1 Comment: Explanatory Note This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on August 10, 2023 (as amended to date, the "Schedule 13D"), relating to the common shares, no par value (the "Common Shares"), of BRF S.A., a Brazilian corporation (the "Issuer"), whose principal executive office is located at 14401 Av. Das Nacoes Unidas 22nd Floor, Chac Santo Antonio 04730 090 - Sao Paulo - SP, Brazil. Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	On September 2, 2025, SALIC Investment executed a sale of an aggregate of 185,556,900 Common Shares at a net price per share of approximately R$19.96 via an auction on B3 S.A. - Brasil, Bolsa, Balcao, the Brazilian stock exchange, which settled on September 4, 2025 (the "Disposition").
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages is incorporated by reference to this Item 5.
(b)	The information contained on the cover pages is incorporated by reference to this Item 5.
(c)	Other than the Disposition, as reported in Item 4, and the Derivative Transaction, as reported in Item 6, the Reporting Persons have not effected any transactions in the Common Shares during the past 60 days.
(d)	None.
(e)	As a result of the Disposition, on September 4, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Substantially concurrently with the Disposition, SALIC Investment entered into a cash-settled derivative transaction referencing 185,556,900 Common Shares ("Derivative Transaction") with an unaffiliated third-party financial institution ("Dealer"). In consideration, SALIC Investment agreed to pay Dealer an upfront payment based on the initial reference price of such referenced 185,556,900 Common Shares as determined pursuant to the terms of the Derivative Transaction, and certain other non-refundable fees payable upfront and on a quarterly basis. Pursuant to the terms of the Derivative Transaction, SALIC Investment may, at any time prior to its expiry, exercise its right to cause the settlement of the Derivative Transaction with respect to such referenced 185,556,900 Common Shares (or a portion thereof designated by SALIC Investment to be unwound) and receive, subject to the terms of the Derivative Transaction, a cash settlement payment from the Dealer as determined pursuant to the terms of the Derivative Transaction. At the expiry of the Derivative Transaction, SALIC Investment will receive, subject to the terms of the Derivative Transaction, a cash settlement payment from Dealer based on the settlement price of the then-remaining number of referenced Common Shares as determined pursuant to the terms of the Derivative Transaction. The Derivative Transaction is currently scheduled to expire on September 2, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SALIC International Investment Company

Signature:	/s/ Sulaiman AlRumaih
Name/Title:	Sulaiman AlRumaih, Chief Executive Officer
Date:	09/04/2025

Saudi Agricultural and Livestock Investment Company

Signature:	/s/ Sulaiman AlRumaih
Name/Title:	Sulaiman AlRumaih, Chief Executive Officer
Date:	09/04/2025

The Public Investment Fund

Signature:	/s/ Yasir O. AlRumayyan
Name/Title:	Yasir O. AlRumayyan, Governor
Date:	09/04/2025

FAQ

What did SALIC sell in the BRFS filing?

SALIC sold 185,556,900 common shares of BRF S.A. at a net price of approximately R$19.96 per share via an auction on B3.

When did the BRFS transaction settle?

The sale settled on September 4, 2025 as stated in the Schedule 13D amendment.

Did the reporting persons keep any exposure to BRF after the sale?

Yes. Substantially concurrently, SALIC entered a cash-settled derivative referencing the same 185,556,900 shares, with an expiry of September 2, 2026.

Do the reporting persons still own more than 5% of BRF (BRFS)?

No. The filing states that as a result of the disposition, the reporting persons ceased to be beneficial owners of more than 5% of the outstanding common shares.

What are the payment terms for the derivative in the BRFS filing?

SALIC agreed to an upfront payment based on the initial reference price for 185,556,900 shares and certain other non-refundable fees payable upfront and on a quarterly basis.