JBS N.V. (JBS) SEC Filings

JBS N.V., together with JBS USA Foods Group Holdings and JBS USA Food Company Holdings, offers to exchange up to US$1,500,000,000 of 5.625% Senior Notes due 2037 and up to US$1,000,000,000 of 6.400% Senior Notes due 2057 for equal principal amounts of the corresponding outstanding unregistered notes. The offers expire at 5:00 p.m. New York City time on November 20, 2026, unless extended.

The new notes retain the corresponding old notes’ financial terms and covenants, but are registered under the Securities Act and are not subject to transfer restrictions or registration rights. JBS N.V. receives no cash proceeds; surrendered old notes are retired, while untendered notes remain subject to transfer restrictions. The notes are not intended to be listed on an exchange. For the six months ended June 30, 2026, net revenue was US$45.5 billion versus US$40.5 billion a year earlier, net income was US$0.1 billion versus US$1.2 billion, and Adjusted EBITDA was US$2.6 billion versus US$3.3 billion.

Separately, JBS N.V. disclosed a non-binding proposal to acquire PPC shares it and its affiliates do not own for 2.086 JBS Class A shares per PPC share; JBS expects special-committee and unaffiliated-shareholder approvals, as well as customary closing conditions.

JBS N.V. and its co-issuers offer to exchange up to US$1,500,000,000 of 5.625% Senior Notes due 2037 and up to US$1,000,000,000 of 6.400% Senior Notes due 2057 for equal principal amounts of registered notes in the corresponding series. The exchange offers are subject to valid tenders, acceptance and stated conditions. JBS says it will receive no cash proceeds; surrendered Old Notes will be retired. The New Notes retain the corresponding Old Notes’ financial terms and covenants, but have no transfer restrictions or registration rights. JBS does not intend to list the New Notes on an exchange.

For the six months ended June 30, 2026, net revenue was US$45,508.2 million, versus US$40,524.2 million for the six months ended June 30, 2025. Net income was US$145.4 million versus US$1,150.6 million, and Adjusted EBITDA was US$2,562.7 million versus US$3,281.4 million, respectively. The notes carry annual interest rates of 5.625% and 6.400%; the 2037 notes mature March 10, 2037, and the 2057 notes mature May 10, 2057.

JBS N.V. (JBS) disclosed that its wholly owned Brazilian subsidiary JBS S.A. entered into a Brazilian law-governed Association Agreement with Viva Holding Ltda. The agreement also involves Vanz Holding Ltda. and Viposa Participações Ltda. as Viva shareholders, plus Viva S.A. and JBS Couros Brasil Ltda. as intervening parties.

The agreement sets the terms under which, after satisfaction of specified conditions precedent, the parties plan to combine their leather-related production, processing and commercialization assets and activities into a company to be named “JBS Viva” (the “Transaction”). Completion remains subject to customary conditions, and JBS states there is no guarantee the Transaction will be consummated in a timely manner or at all.

JBS N.V. (JBS) reported that its Global CFO and IRO, Guilherme Perboyre Cavalcanti, sold 183,501 Class A Common Shares (held as Brazilian Depositary Receipts, each representing one share) on August 24, 2026 in open-market or private transactions. The weighted average price was R$71.35 per BDR, equivalent to about US$13.85 per share using the cited exchange rate, with individual trades ranging from R$71.00 to R$72.05 (US$13.78 to US$13.99). Following these sales, his directly held position in these shares is reported as 0 shares. As a foreign private issuer, JBS N.V. notes that these transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act.

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.