JBS N.V. (NYSE: JBS) secures $2.5B Indonesia-led protein joint venture

Rhea-AI Filing Summary

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.

Filing Explained

The transaction documents also give DIM, through its board representatives, an affirmative vote over specified major joint-venture actions—including new share issuances, restructurings, debt above an agreed leverage ratio, material-asset sales, and liquidation—so those actions require DIM approval.

Key Figures

DIM Investment: USD$2,500,000,000 Remaining DIM Commitment: USD$1,700,000,000 Regional Population: 745,000,000 people +5 more

8 metrics

DIM Investment USD$2,500,000,000 Total commitment by Indonesia’s sovereign fund arm to the joint venture

Remaining DIM Commitment USD$1,700,000,000 Amount DIM may be called upon to fund under the Acquisition Plan for three years after completion

Regional Population 745,000,000 people Population of Indonesia, other Southeast Asian markets, Australia and New Zealand, equal to 9.2% of global population

Population Share 9.2% Portion of global population represented by the regions targeted by the joint venture

DIM Governance Participation 25% Deemed governance and economic participation for DIM during first three years, if its actual stake exceeds 7.5%

DIM Maximum Equity Cap 30% Upper limit on DIM’s aggregate participation in the joint venture after any compensatory share adjustments

Lock-up Period 5 years Mutual lock up on the parties’ shares in the Joint Venture Company under the shareholders’ agreement

IPO and Exchange Trigger 6th anniversary of completion Date after which DIM may exchange joint venture shares for newly issued JBS shares if no IPO occurs

Key Terms

Joint Venture Company, drag-along rights, tag-along rights, lock up, +2 more

6 terms

Joint Venture Company financial

"The Joint Venture Company will be governed by a one-tier board of up to seven directors"

A joint venture company is a business set up and jointly owned by two or more parties to pursue a specific project or market, where each partner contributes money, assets or expertise and shares control, costs and profits. Think of it like neighbors pooling resources to run a single workshop together. For investors it matters because the venture’s results, obligations and governance can affect parent companies’ finances, risk exposure and future returns.

drag-along rights financial

"customary share transfer arrangements apply, including a right of first offer, drag-along rights for JBS"

A contractual right that lets majority owners require minority holders to sell their shares if the majority accepts an offer for the whole company. Think of it like roommates agreeing that if most decide to sell the house, everyone must sell at the same price and terms. For investors, it makes full-sale deals simpler and more attractive to buyers but can reduce bargaining power and exit flexibility for minority holders.

tag-along rights financial

"customary share transfer arrangements apply, including a right of first offer, drag-along rights for JBS and tag-along rights for DIM"

lock up financial

"The Parties have agreed a mutual five-year lock up on their respective shares"

A lock up is a contractual restriction that prevents certain shareholders from selling their stock for a set period after an offering or corporate transaction. It matters to investors because it temporarily limits the number of shares that can flood the market—like a temporary freeze on a group of tickets—so when the lock up ends, increased selling can put downward pressure on the stock price or reveal insider confidence when shares are held.

forward-looking statements regulatory

"This notice contains certain statements ... that are “forward-looking statements,” as defined"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Acquisition Plan financial

"The proceeds from the DIM Investment will be used in accordance with an acquisition plan to be prepared by the Board (the “Acquisition Plan”)"

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FAQ

What is the size of the Indonesia joint venture investment for JBS (JBS)?

The Indonesia sovereign wealth fund, via DIM, is committing USD$2.5 billion to a joint venture with JBS. An Acquisition Plan will guide use of this capital across protein production investments in Indonesia, Southeast Asia, Australia and New Zealand.

What regions will the new JBS (JBS) joint venture target?

The joint venture will pursue protein production investments in Indonesia, other Southeast Asian markets, Australia and New Zealand. These regions together represent about 745 million people, or 9.2% of the global population.

How will governance of the JBS (JBS) joint venture be structured?

The Joint Venture Company will have a one-tier board of up to seven directors: two executive and three non-executive nominated by JBS, and two non-executive nominated by DIM. For three years, DIM is deemed to hold 25% for governance if its stake exceeds 7.5%.

What protections and rights does DIM receive in the JBS (JBS) joint venture?

DIM has minority protection rights over key corporate decisions, including new share issuances, major restructurings, leverage above set levels, material asset disposals, and liquidation. After a five-year lock up, DIM also has tag-along rights and other customary transfer rights.

What is the exit strategy for the JBS (JBS) joint venture partners?

The parties intend to pursue an initial public offering of the Joint Venture Company. 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.

What conditions must be met before the JBS (JBS) joint venture is completed?

Completion is conditional on obtaining required regulatory approvals, JBS completing the contribution of its Australia and New Zealand business to the Joint Venture Company, and satisfaction of other customary closing conditions. There is no assurance the partnership will occur as currently contemplated.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or

15d-16 of the Securities Exchange Act of 1934

For the month of August 2026

Commission File Number: 001-42678

JBS N.V.

(Exact Name as Specified in its Charter)

N/A

(Translation of registrant’s name into English)

Stroombaan 16, 5th Floor,

1181 VX, Amstelveen, Netherlands

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F: ☒      Form 40-F: ☐

EXHIBIT INDEX

Exhibit Number		Description of Document
99.1		Material Fact – Indonesia Sovereign Fund Invests USD$2.5 Billion In Joint Venture With JBS

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 7, 2026

	JBS N.V.
	By:	/s/ Guilherme Perboyre Cavalcanti
	Name:	Guilherme Perboyre Cavalcanti
	Title:	Chief Financial Officer

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Exhibit 99.1

 

JBS N.V.

MATERIAL FACT

INDONESIA SOVEREIGN FUND INVESTS USD$2.5 BILLION IN JOINT VENTURE WITH JBS

JBS N.V. (“JBS” – NYSE: JBS; B3: JBSS32) informs its shareholders and the market that its subsidiary, JBS USA Holding Lux S.à.r.l. (“JBS Holding”) and PT Danantara Investment Management, the investment arm of Indonesia’s sovereign wealth fund (“DIM” and, together with JBS Holding, the “Parties”), entered into a partnership to pursue investment opportunities in the protein production sector in Indonesia, other South-East Asian markets, Australia and New Zealand, regions which currently account for approximately 745 million people, or 9.2% of the global population.

The joint venture expects to pursue investments in greenfield, brownfield and acquisitions in the protein production sector across Indonesia, other Southeast Asian markets, Australia and New Zealand.

The agreements entered into in connection with the partnership (the “Transaction Documents”) include the following key terms, subject to the satisfaction of certain customary conditions:

(i) JBS will contribute 100% of its equity interest in its Australia and New Zealand businesses into a wholly-owned Dutch holding company (the “Joint Venture Company”) prior to completion of the transaction (“Completion”);

(ii) DIM will subscribe for 25% of the shares in the Joint Venture Company for an aggregate investment of USD 2,500,000,000 (the “DIM Investment”). The DIM Investment will consist of an initial amount of USD 800,000,000 at Completion (approximately 9.64% of the shares in the Joint Venture Company), with the remainder invested up to three years thereafter; and

(iii) following the full DIM Investment, the Joint Venture Company is expected to raise up to USD 2,500,000,000 of external debt financing, bringing the partnership’s expected aggregate capital raise up to USD 5,000,000,000.

DIM Investment – Share Adjustment

Once DIM has concluded the entire DIM Investment in the Joint Venture Company, if the 2026-2027 average EBITDA of the Joint Venture Company is lower than its 2025 EBITDA, DIM shall be entitled to compensatory shares, provided that in no event DIM’s aggregate participation in the Joint Venture Company shall exceed 30% as a result of this the share adjustment.

Governance of the Joint Venture Company

The Joint Venture Company will be governed by a one-tier board of up to seven directors (the “Board”), comprising, as from Completion, two executive directors nominated by JBS and five non-executive directors (three nominated by JBS and two nominated by DIM).

For governance and economic interest purposes, during the first three years following Completion, DIM will be deemed to have a 25% participation in the Joint Venture Company, provided its actual participation is above 7.5%. After this three-year period, the Parties’ respective governance rights will be determined by their actual respective shareholdings.

Certain material corporate decisions of the Joint Venture Company are subject to DIM’s (or its Board representatives’) affirmative vote. These include minority protection rights common to transactions of this nature, such as new share issuances, corporate restructurings, the incurrence of debt above an agreed leverage ratio, the disposal of material assets and liquidation and dissolution.

 

Acquisitions in the Protein Sector

The proceeds from the DIM Investment will be used in accordance with an acquisition plan to be prepared by the Board (the “Acquisition Plan”). For the three years following Completion, DIM may be called upon to fund investment opportunities identified under the Acquisition Plan out of its remaining USD 1,700,000,000 commitment.

The Acquisition Plan will set out the criteria, timeline and phasing for deployment of the DIM Investment as follows:

(i) For the first two years following Completion, the DIM Investment may only be used to fund greenfield investments, acquisitions of, or investments into, new or existing businesses operating in the protein production sector in Indonesia.

(ii) After this two-year period, the remaining DIM Investment may be used for a wider range of investment opportunities and growth purposes, including new or existing businesses in the protein production sector in all of Southeast Asia, Australia and New Zealand or for capital expenditure on greenfield or brownfield projects in these jurisdictions.

Exit under the Shareholders’ Agreement

The Parties have agreed a mutual five-year lock up on their respective shares in the Joint Venture Company. Upon expiration of the lock-up period, customary share transfer arrangements apply, including a right of first offer, drag-along rights for JBS and tag-along rights for DIM.

The Parties intend to pursue an initial public offering of the Joint Venture Company. After the 6th anniversary of Completion, if the IPO has not occurred, DIM has the right to elect, in up to two opportunities, to exchange all or part of its shares in the Joint Venture Company for newly issued JBS shares (the “Exchange Right”), subject to the following conditions:

(i) if DIM’s first exercise of the Exchange Right reduces its participation in the Joint Venture Company below 20%, DIM must exercise the Exchange Right a second time within the following three years, exchanging all its remaining shares in the Joint Venture Company for JBS shares;

(ii) the value of DIM’s shares upon the exercise of the Exchange Right will be based on the Joint Venture Company’s LTM EBITDA and a multiple equal to the JBS EBITDA multiple, and the number of JBS shares issued will be based on the weighted average price of JBS shares on the NYSE over the 90 trading days before exercise; and

(iii) the Exchange Right expires at the earlier of (a) 12 years after Completion or (b) an initial public offering of the Joint Venture Company.

Transaction Conditionality

Completion remains subject to and is conditioned upon (i) obtention of required regulatory approvals; (ii) completion of JBS’s contribution of its Australia and New Zealand business to the Joint Venture Company; and (iii) completion of other customary closing conditions.

Accordingly, there can be no assurance as to the timing of the partnership or whether it will occur as currently contemplated or at all.

Amstelveen, August 7^th, 2026.

Guilherme Perboyre Cavalcanti

Global CFO and Investor Relations Officer

2

 

Forward-Looking Statements

This notice contains certain statements, including statements relating to business plans and objectives, and the assumptions upon which those statements are based, that are “forward-looking statements,” as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “should,” “strategy,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. These statements are based on the current expectations of the management of JBS and are subject to uncertainty and to changes in circumstances. In addition, these statements are based on a number of assumptions that are subject to change. Many factors could cause actual results to differ materially from these forward-looking statements including unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management and expansion and growth of JBS’ operations, as well as the risk factors discussed in the Annual Report on Form 20-F, dated March 25, 2026 and filed by the Company with the United States Securities and Exchange Commission. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on JBS’ consolidated financial condition, results of operations or liquidity. Forward-looking statements included herein are made as of the date hereof, and JBS undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.

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Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 MATERIAL FACT - INDONESIA SOVEREIGN FUND INVESTS USD$2.5 BILLION IN JOINT VENTUR 22.0 KB