JBS N.V. (JBS) SEC Filings

JBS N.V. (JBS) received a notice that its Global CFO and IRO, Guilherme Perboyre Cavalcanti, intends to sell 183,501 Brazilian Depositary Receipts (BDRs), each representing one Class A common share, under Rule 144. The BDRs were acquired upon vesting of Restricted Stock Units awarded on 03/04/2026 under the company’s Long-Term Incentive Plan.

The planned transaction references an aggregate market value of US$2,498,362.12, based on a BDR price of R$70.61 as of August 20, 2026 and a Brazilian Central Bank selling rate of R$5.1862 to US$1.00. The proposed sale date is 08/24/2026 through broker Itaú Corretora de Valores S/A on the B3 exchange.

JBS N.V. (JBS) announced that on August 18, 2026 it submitted a non-binding proposal to the board of Pilgrim’s Pride Corporation (PPC) to acquire all outstanding PPC common shares not already owned by JBS or its affiliates. JBS currently holds approximately 82% of PPC’s common stock.

The proposal contemplates a fixed exchange ratio of 2.086 JBS Class A common shares for each PPC share. JBS emphasizes that there is no guarantee a definitive agreement will be reached, that terms will be favorable to JBS, or that any transaction will be completed. JBS and potentially PPC may later file a registration statement, proxy statement or tender offer statement with the SEC regarding the proposed business combination.

JBS N.V. (JBS) announced that on August 18, 2026 it submitted a non-binding proposal to Pilgrim’s Pride Corporation (PPC) to acquire all PPC common shares not already owned by JBS or its affiliates. The proposal offers a fixed exchange ratio of 2.086 JBS Class A common shares per PPC share, referencing August 18, 2026 closing prices of $13.66 for JBS and $28.49 for PPC. JBS currently owns approximately 82% of PPC’s common stock and states it is not interested in selling its existing stake or supporting any alternative change-of-control transaction for PPC.

The potential transaction would require approval by a special committee of independent and disinterested PPC directors, advised by independent legal and financial advisors, and is expected to be conditioned on approval by a majority of votes cast by unaffiliated PPC shareholders, along with customary closing conditions. JBS does not expect to seek approval from its own shareholders. If completed, PPC shares would be delisted from Nasdaq and deregistered. JBS emphasizes that no binding obligation exists unless definitive agreements are executed and that there is no guarantee a transaction will be completed.

Capital Research Global Investors, a division of Capital Research and Management Company and affiliated investment management entities, reported beneficial ownership of 34,441,673 shares of JBS N.V. common stock, representing 4.4% of the 776,086,920 shares believed to be outstanding. The filing states sole voting power over 34,302,052 shares and sole dispositive power over all 34,441,673 shares, with no shared voting or dispositive power. The position includes 34,302,014 Depository Receipts, each representing one share of common stock. The report is filed on Schedule 13G/A, indicating ownership of 5 percent or less of the class.

Davis Selected Advisers, a Colorado-based investment adviser, reported beneficial ownership of common stock of JBS N.V.. The position totals 50,016,236 shares, representing 6.5% of the company’s common stock.

Davis Selected Advisers reported sole power to vote or direct the vote over 50,014,842 shares and sole power to dispose or direct the disposition of 50,016,236 shares, with no shared voting or dispositive power. The securities covered are JBS N.V. common stock, CUSIP N4732M103. The report is signed by Vice President Michaela McLoughry.

JBS N.V. reported that it issued an earnings release for the quarter ended June 30, 2026, and detailed a planned leadership transition. The company will appoint Wesley Batista Filho, 34, as Global CEO effective January 2027. He has spent 15 years at JBS in senior roles, including CEO of JBS Brazil, President of Seara and, since 2023, CEO of JBS USA. The filing states there are no arrangements or related party transactions requiring disclosure in connection with his appointment, and that he will receive a base salary, annual bonus eligibility and equity awards under the long-term incentive plan.

Gilberto Tomazoni, 67, will step down as Global CEO in January 2027 after 14 years with the company, including eight as Global CEO, and will become Vice Chairman of the Board and Senior Advisor while remaining Chairman of Pilgrim’s Pride Corporation. During his tenure, JBS revenue grew 73%, from US$49.7 billion to US$86.2 billion, and the company obtained investment-grade status and a New York Stock Exchange listing.

JBS N.V., a Netherlands-based holding company for the global JBS Group, reports under IFRS and has voluntarily adopted U.S. domestic-style reporting on Form 10‑Q while retaining foreign private issuer status. For the six months ended June 30, 2026, net revenue was US$45.5 billion, up from US$40.5 billion a year earlier, driven across Brazil, Seara, Pilgrim’s Pride and Australia.

Despite higher revenue, net income fell sharply to US$145 million from US$1.15 billion, as gross profit declined, net finance expense rose to US$1.01 billion and early extinguishment of debt generated US$171.6 million of financial costs. The second quarter showed a net loss of US$96 million. Adjusted EBITDA for the half-year was US$2.56 billion, with Beef North America remaining loss-making on this measure.

Cash and cash equivalents were US$3.47 billion, down from US$4.57 billion at year-end, with net cash from operating activities only US$62.8 million after US$810.8 million of interest paid. Total loans and financing reached US$22.65 billion. The Board approved and paid a sizeable US$1.00 per share dividend (US$1.07 billion). Subsequent events include a planned US$77.3 million infrastructure debenture issue in Brazil, transfer of CRA obligations within the group, a US$2.5 billion joint venture with Indonesia’s DIM for Asia-Pacific protein investments, and a planned CEO transition effective January 2027.

JBS N.V., through subsidiary JBS USA Holding Lux S.à r.l., has entered a partnership with PT Danantara Investment Management, the investment arm of Indonesia’s sovereign wealth fund, to form a joint venture targeting protein production investments in Indonesia, other Southeast Asian markets, Australia and New Zealand. These regions account for approximately 745 million people, or 9.2% of the global population.

The Indonesian sovereign fund, via DIM, is committing USD$2.5 billion to the joint venture, with an Acquisition Plan guiding deployment; for three years after completion, DIM may be called to fund opportunities out of a remaining USD$1.7 billion commitment. A share adjustment allows DIM compensatory shares if average 2026–2027 EBITDA is below 2025, capped so its stake does not exceed 30%.

The Joint Venture Company will have a one-tier board of up to seven directors, with JBS nominating two executive and three non-executive directors and DIM nominating two non-executive directors. For the first three years, DIM is deemed to hold 25% for governance and economic purposes if its actual stake exceeds 7.5%. There is a mutual five-year lock up, followed by customary transfer rights including right of first offer, drag-along and tag-along rights. The parties intend an IPO; if no IPO occurs by the sixth anniversary of completion, DIM may, on up to two occasions, exchange some or all of its joint venture shares for newly issued JBS shares. Completion is conditional on regulatory approvals, JBS contributing its Australia and New Zealand business to the joint venture, and other customary closing conditions.

JBS N.V., together with certain subsidiaries including JBS S.A., entered into a Sixth Amendment and Restatement Agreement to its Revolving Syndicated Facility Agreement, creating an Amended Credit Agreement for a senior unsecured revolving credit facility with an aggregate principal committed amount of up to US$2.65 billion, available in multiple currencies and maturing in 2031 with a possible additional two-year renewal subject to lender consent.

Through this amendment, JBS N.V. and its subsidiaries expanded the group’s total revolving credit facilities by US$650 million, increasing overall availability from US$3.5 billion to US$4.2 billion, which the company describes as reinforcing its total liquidity.