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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 10, 2026
JBS
N.V.
(Exact name of registrant as specified in its charter)
| Netherlands |
|
001-42678 |
|
98-1861274 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS
Employer
Identification No.) |
Stroombaan 16, 5th Floor
Amstelveen, Netherlands |
|
1181
VX |
| (Address
of principal executive offices) |
|
(Zip Code) |
+31
20 656 47 00
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each
class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
| Class A common shares, par value €0.01 per share |
|
JBS |
|
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02. Results of Operations and Financial Condition.
On August 10, 2026, JBS N.V. (the “Company”)
issued an earnings release announcing its results for the quarter ended June 30, 2026. A copy of the earnings release is attached hereto,
furnished as Exhibit 99.1 hereto and incorporated in this Item 2.02 by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 10, 2026, the Company announced that Mr. Wesley Batista Filho, 34, will become Global CEO of the Company, effective January 2027,
as part of a planned leadership transition. Mr. Batista Filho began his career at JBS 15 years ago and has held leadership roles across
the Company's global operations, including as CEO of JBS Brazil, President of Seara and, since 2023, CEO of JBS USA. Mr. Batista Filho
is the son of Mr. Wesley Mendonça Batista and the nephew of Mr. Joesley Mendonça Batista, each of whom is a non-executive
director of the Company and together are the Company’s ultimate controlling shareholders. There are no arrangements or understandings
between Mr. Batista Filho and any other person pursuant to which he was appointed as an officer of the Company, and there are no related
party transactions involving Mr. Batista Filho that require disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Batista Filho will
be paid an annual base salary and will be eligible to receive annual cash bonuses, annual equity-based grants pursuant to the Company’s
long-term incentive plan and participate in the Company’s other benefit plans.
Concurrently,
the Company announced that Mr. Gilberto Tomazoni, 67, will step down as Global CEO beginning in January 2027 after 14 distinguished years
with the Company, including eight years as Global CEO. Mr. Tomazoni will oversee the leadership transition over the next five months
before assuming the role of Vice Chairman of the Board of Directors of the Company and Senior Advisor. He will also continue to serve
as Chairman of the Board of Directors of the Company’s subsidiary Pilgrim’s Pride Corporation (PPC) and will become Chairman
of the J&F Institute, an institution dedicated to developing the next generation of business leaders. Mr. Tomazoni’s transition
is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Item
7.01. Regulation FD Disclosure.
On
August 10, 2026, the Company issued a press release announcing the leadership transition described in Item 5.02 above. A copy of the
press release is furnished as Exhibit 99.2 hereto and is incorporated in this Item 7.01 by reference.
The
information contained in Items 2.02 and 7.01, and the accompanying Exhibits 99.1 and 99.2, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), nor
shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of
the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Earnings release announcing JBS N.V.’s results for the quarter ended June 30, 2026. |
| 99.2 |
|
Press release issued by JBS N.V. on August 10, 2026. |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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 10, 2026 |
JBS
N.V. |
| |
|
| |
/s/
Gilberto Tomazoni |
| |
Name: |
Gilberto Tomazoni |
| |
Title: |
Executive Director and Global Chief Executive Officer |
| |
|
| |
/s/
Guilherme Perboyre Cavalcanti |
| |
Name: |
Guilherme Perboyre Cavalcanti |
| |
Title: |
Global Chief Financial Officer and Investor Relations Officer |
Exhibit 99.2
Tomazoni to Become JBS Vice Chairman
Wesley Batista Filho to Become JBS Global CEO
Amstelveen, Netherlands – August 10, 2026 – JBS
N.V. announced today that Wesley Batista Filho will become Global CEO of the Company, effective January 2027. The appointment is part
of a planned leadership transition and reflects the Company’s commitment to thoughtful succession planning. Batista Filho began his career
at JBS 15 years ago and has held leadership roles across the Company’s global operations, including as CEO of JBS Brazil, President of
Seara and, since 2023, CEO of JBS USA.
Gilberto Tomazoni will step down after 14 distinguished years with
the Company, including eight years as Global CEO. Having led JBS through one of the most transformative periods in its history, Tomazoni
will oversee the leadership transition over the next five months before assuming the role of Vice Chairman of the Board and Senior Advisor.
He will also continue to serve as Chairman of the Board of Pilgrim’s Pride Corporation (PPC) and will become Chairman of the J&F
Institute, an institution dedicated to developing the next generation of business leaders.
During Tomazoni’s tenure, JBS evolved into a more diversified, resilient
and global food company. Revenue grew 73%, from US$49.7 billion to US$86.2 billion, the Company expanded into new protein categories,
strengthened its portfolio of branded and value-added products, invested in biotechnology, achieved investment-grade status and successfully
completed its listing on the New York Stock Exchange, positioning JBS for its next phase of growth.
“I’m honored to take on this responsibility and build on the extraordinary
work accomplished by Tomazoni during his tenure as CEO. Having worked alongside him for more than a decade, Tomazoni and I have built
a great working relationship and a shared vision – grounded in the Company’s values. Our priorities remain clear: supporting
our team members, serving our customers and producer partners, operating with excellence and creating long-term value for our shareholders.
I look forward to working with our teams around the world as we continue building an even stronger JBS”, said Wesley Batista Filho.
“Wesley has a track record of success at JBS and knows our business
deeply. He started at the ground level of operations, going on to lead JBS Brazil and Seara to excellent results. Over the past three
years, he has led JBS in the United States, where we generate more than half of our revenue, building a stronger, more competitive business
and delivering important strategic advances across our operations. I’m confident he is the right leader to guide JBS through its next
chapter. He understands our business, our culture and our people, and I believe he will continue building on our strong foundation while
leading the Company to new opportunities for growth and value creation”, said Gilberto Tomazoni.
“It has been an honor to lead this great company over the past
eight years. JBS is stronger, more diversified and better positioned for the future than at any point in its history. With a strong leadership
team, a clear strategy and exceptional businesses around the world, I believe this is the right time for the Company to begin its next
chapter under Wesley’s leadership. I am deeply grateful to our team members, customers, producer partners and shareholders for their trust
and support throughout this journey. I wish Wesley every success”, Tomazoni added.
About Wesley Batista Filho
Wesley Batista Filho currently serves as JBS USA CEO, overseeing the
company’s North American business since 2023. He began his career at JBS in 2011 as a trainee at the Greeley, Colo., beef facility
before moving to São Paulo to work in the beef export division. From 2012 to 2013, he led the company’s beef operations in
Uruguay and Paraguay. He then moved to Calgary, Alberta, where he served as President of JBS Canada from 2014 to 2015, before returning
to Greeley to lead JBS USA Fed Beef, the company’s largest global business unit, from 2016 to 2017.
Wesley returned to São Paulo in 2017 to serve as CEO of JBS
Brazil. In 2020, he became CEO of Seara, the company’s value-added, poultry and pork business in Brazil, in addition to his responsibilities
as JBS Brazil CEO. In 2022, he assumed the role of Global President of Operations, overseeing the company’s global operational footprint,
including in North America, South America, Oceania and Europe.
In 2023, Wesley returned to Greeley for a third time and was appointed
CEO of JBS USA, the company’s largest global platform in terms of revenue. JBS USA is a leading American food company with more
than 60 beef, pork, poultry, prepared foods and other food production facilities and 70,000 team members in 31 states.
About Gilberto Tomazoni
Gilberto Tomazoni spent 27 years at Sadia, where he began his career
as an intern and later became CEO. He then spent three years at Bunge Alimentos as Vice President, leading the Food and Ingredients business,
and also served as Executive Director for South and Central America. Tomazoni joined JBS in 2013 as Global President of the Poultry Business
and later became President of Seara. In 2015, he was appointed Global President of Operations, in 2017 became Global COO, and in December
2018 was named Global CEO. He currently serves as a member of the Board of Directors of JBS N.V. He has also served as Chairman of the
Board of Pilgrim’s Pride Corporation for 13 years.
About JBS
JBS is a leading global food company with a diversified portfolio of
high-quality products, including poultry, pork, beef, lamb, fish and plant-based proteins. The company employs more than 282,000 people
and operates in over 20 countries, including Brazil, the United States, Canada, the United Kingdom and Australia. Worldwide, JBS offers
a broad portfolio of brands recognized for their excellence and innovation, including Friboi, Seara, Swift, Pilgrim’s Pride, Moy
Park, Primo and Just Bare, among others, reaching consumers in 180 countries every day. The company also invests in related businesses,
including leather, biodiesel, collagen, fertilizers, natural casings, solid waste management solutions, recycling and transportation,
with a focus on the circular economy. Learn more at jbsglobal.com.
Contacts:
Nikki Richardson
Nikki.Richardson@jbssa.com