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BNDES/BNDESPAR Disclose 201.7M JBS Class A Shares, Limited Voting Influence

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

BNDES Participacoes S.A. (BNDESPAR) and Banco Nacional de Desenvolvimento Economico e Social (BNDES) disclosed shared beneficial ownership of 201,676,700 Class A common shares of JBS N.V., equal to 24.77% of the outstanding Class A shares (based on 814,216,001 Class A shares outstanding as of July 2, 2025). The filing states the reported shares are directly owned by BNDESPAR, a wholly owned subsidiary of BNDES, and that voting and disposition decisions are made by BNDESPAR’s Board of Executive Officers. The reporting persons hold 0 sole voting or dispositive power and 201,676,700 shared voting and dispositive power. Because JBS has dual-class shares, the reported position represents 5.36% of total outstanding voting power when Class B shares (ten votes each) are included.

Positive

  • Transparent disclosure of a material economic position: 201,676,700 Class A shares (24.77% of Class A)
  • Clear ownership structure showing shares are directly owned by BNDESPAR, a wholly-owned subsidiary of BNDES

Negative

  • Limited voting influence: the stake represents only 5.36% of total voting power due to JBS's dual-class share structure
  • No sole voting or dispositive power reported, indicating decisions are taken jointly and control is diluted

Insights

BNDESPAR/BNDES report a large economic stake in JBS but limited voting power relative to economic ownership.

The filing shows a substantial 24.77% economic position in Class A shares, which is material to equity ownership metrics. However, the dual-class structure of JBS reduces the reporting persons' influence to 5.36% of total voting power, limiting their ability to unilaterally influence corporate governance or strategic direction. Ownership is held via a wholly owned subsidiary (BNDESPAR) with shared voting/dispositive authority recorded, and decisions are made collectively by its Board of Executive Officers.

Significant economic stake disclosed; governance influence constrained by dual-class voting structure and shared voting arrangements.

The statement clarifies that voting and disposition are exercised jointly (no sole power), and that BNDESPAR’s executive board—composed of officers also serving at BNDES—makes decisions by majority. For governance assessment, the shared voting power and the low percentage of total voting power (5.36%) are key: they indicate limited practical control despite a large Class A holding, and signal that any governance engagement would require coordination with other holders.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: Percentage of the class beneficially owned is calculated based on 814,216,001 Class A Common Shares of the Issuer outstanding as of July 2, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: These shares are directly beneficially owned by BNDESPAR, which is a wholly-owned subsidiary of BNDES. BNDESPAR's Board of Executive Officers is responsible for making decisions related to voting or disposing of the reported shares. The Board of Executive Officers of BNDESPAR is comprised of 10 members, all of which are also officers of BNDES. Decisions of the Board of Executive Officers of BNDESPAR are taken at meetings by a majority of the members present. The officers of BNDES are appointed by the Board of Directors of BNDES. Percentage of the class beneficially owned is calculated based on 814,216,001 Class A Common Shares of the Issuer outstanding as of July 2, 2025.


SCHEDULE 13G



BNDES Participacoes S.A.
Signature:/s/ MARCELO MARCOLINO
Name/Title:Marcelo Marcolino, Attorney-in-fact
Date:08/14/2025
Signature:/s/ MARCIO BERNARDO SPATA
Name/Title:Marcio Bernardo Spata, Attorney-in-fact
Date:08/14/2025
Banco Nacional de Desenvolvimento Economico e Social
Signature:/s/ MARCELO MARCOLINO
Name/Title:Marcelo Marcolino, Attorney-in-fact
Date:08/14/2025
Signature:/s/ MARCIO BERNARDO SPATA
Name/Title:Marcio Bernardo Spata, Attorney-in-fact
Date:08/14/2025

FAQ

How many JBS (JBS) Class A shares do BNDESPAR and BNDES report owning?

They report beneficial ownership of 201,676,700 Class A common shares of JBS.

What percent of JBS Class A shares does 201,676,700 represent?

The position represents 24.77% of the outstanding Class A shares (based on 814,216,001 Class A shares outstanding as of July 2, 2025).

How much voting power do BNDESPAR and BNDES hold in JBS after accounting for dual-class shares?

Their holdings represent 5.36% of JBS's total outstanding voting power when Class B shares (ten votes each) are included.

Do BNDESPAR or BNDES have sole voting or dispositive power over the reported shares?

No. The filing reports 0 shares with sole voting or dispositive power and 201,676,700 shares with shared voting and dispositive power.

Who makes voting and disposition decisions for the reported shares?

Decisions are made by the Board of Executive Officers of BNDESPAR, comprised of 10 members who are also officers of BNDES, acting by majority vote.