PILGRIMS PRIDE CORP (PPC) SEC Filings

Pilgrim’s Pride Corporation (PPC) announced that it and its wholly owned subsidiary Pilgrim’s Europe Finance plc have commenced a private offering of up to €500 million aggregate principal amount of senior notes, subject to market conditions. The notes will be issued in an unregistered offering and sold only to qualified institutional buyers and non‑U.S. persons under Regulation S.

The issuers intend to use the net proceeds for general corporate purposes, including funding the consideration for Pilgrim’s Pride’s recently announced acquisition of Walkers Deli & Sausage Company and related transaction costs. The offering is not conditioned on the closing of the Walkers acquisition. The company highlights typical capital markets and industry risks through forward‑looking statement language.

Pilgrim’s Pride Corporation (PPC) reports that it and related defendants have reached a proposed settlement of a previously disclosed stockholder derivative and class action in Delaware Chancery Court. Under the Stipulation signed August 4, 2026, JBS-related defendants would pay $31,000,000 in cash for the benefit of the Company.

The payment reflects an additional amount due to Pilgrim’s Pride by increasing a key figure in the existing Tax Sharing Agreement from $725,000,000 to $1,170,000,000. Of the $31,000,000, $250,000 funds notice costs via an escrow controlled by plaintiffs’ counsel and $30,750,000 goes into an escrow controlled by Pilgrim’s Pride, with the net balance to be transferred to the Company after the settlement becomes effective and after fees, taxes, and notice costs. Individual stockholders will not receive direct payments.

The settlement requires final approval by the Delaware Court of Chancery. A settlement hearing is scheduled for November 20, 2026, where the Court will consider approval of the settlement and a plaintiffs’ counsel fee and expense request of up to $4,805,000, payable solely from the settlement fund.

Pilgrim’s Pride Corporation (PPC) disclosed that its majority stockholder, JBS N.V., has submitted a non-binding proposal to acquire all PPC common shares not already owned by JBS or its affiliates. The proposed consideration is a fixed exchange ratio of 2.086 JBS Class A common shares for each PPC share, referencing August 18, 2026 closing prices of $13.66 for JBS and $28.49 for PPC.

The PPC board plans to form a fully empowered special committee of independent, disinterested directors to review and evaluate the proposal with independent legal and financial advisors. JBS states it is not interested in selling its existing PPC stake or participating in any alternative change-of-control transaction, and that it and its affiliates would not vote in favor of an alternative sale or merger.

JBS indicates the proposal is not subject to due diligence, does not require approval by JBS shareholders, and that it does not anticipate material regulatory hurdles. It expects any transaction to require approval by the special committee and a majority of votes cast by PPC shares not owned by JBS or its affiliates. The proposal is expressly non-binding and may be withdrawn or modified until definitive agreements are executed.

Pilgrim's Pride Corporation (PPC) received a non-binding proposal from its controlling shareholder group led by JBS N.V. to acquire all outstanding PPC common shares not already owned by JBS or its affiliates. The proposal offers 2.086 JBS Class A common shares for each share of PPC common stock.

JBS and affiliated entities, including JBS Wisconsin Properties LLC, collectively report beneficial ownership of 195,445,936 PPC shares, representing 82.1% of the 238,108,524 PPC shares outstanding as of June 28, 2026. JBS Wisconsin is the direct holder, while upstream entities and the Batista family members share voting and dispositive power.

The proposal is conditioned on approval by a fully empowered independent special committee, separate equity-director approvals, and a majority-of-the-minority shareholder vote. If completed, the transaction could involve a merger, potential delisting of PPC from the Nasdaq Global Select Market, and deregistration under the Exchange Act. JBS may modify or withdraw the proposal and states no assurance that any transaction will be consummated.

Pilgrim’s Pride Corporation (PPC), through its subsidiary Onix Investments UK Limited, has agreed to acquire the entire issued share capital of Walker’s Deli & Sausage Company from Samworth Brothers Limited under a Share Purchase Agreement. The total consideration is approximately £141.5 million on a debt-free, cash-free basis, payable fully in cash at completion, when Walker’s will become a wholly owned subsidiary. Closing is anticipated in September 2026, subject to customary conditions including approval by the U.K. Competition and Markets Authority and completion of employee consultations, and is not subject to a financing condition.

Walker’s is a long-established U.K. producer of premium pork products operating from four production facilities on a single site in Leicester, with approximately 1,150 employees. Pilgrim’s positions the deal as a strategic step for its European operations, expanding its presence in value-added premium pork categories and building on an existing supply relationship in which Pilgrim’s already provides some of Walker’s raw pork requirements.

Pilgrim’s Pride Corporation generated net sales of $9,158,863 (in thousands) for the six months ended June 28, 2026, compared with $9,220,374 (in thousands) a year earlier. Operating income declined to $228,506 (in thousands) and net income attributable to Pilgrim’s to $114,800 (in thousands), or $0.48 per diluted share, for a consolidated operating margin of 2.5%.

For the second quarter, net sales were $4,626,230 (in thousands), gross profit decreased 52.5% to $339,752 (in thousands), and net income attributable to Pilgrim’s was $13,377 (in thousands), versus $355,520 (in thousands) in the prior-year quarter. The U.S. segment posted an operating loss of $11,112 (in thousands), while Europe and Mexico produced operating income of $60,551 (in thousands) and $16,511 (in thousands), respectively.

Cash provided by operating activities reached $471,846 (in thousands), supporting capital expenditures of $490,422 (in thousands) and a tender offer that repurchased $250.0 million of 6.25% senior notes, leaving long-term debt, net of financing costs, at $2,861,359 (in thousands). Pilgrim’s has paid $838.5 million to date to settle Broiler Antitrust Litigation opt-out cases, including $155.4 million in the first half of 2026, and recorded an $88.2 million accrual related to a Mexican tax assessment of $269.5 million, while holding $398,304 (in thousands) of cash and $1,192.2 million of available credit facility capacity.

Pilgrim’s Pride Corporation reported weaker results for the second quarter ended June 28, 2026. Net sales were $4,626.2 million, down from $4,757.4 million a year earlier. Net income fell to $13.2 million from $356.0 million, with diluted EPS declining to $0.06 from $1.49.

Adjusted EBITDA decreased to $359.995 million with a margin of 7.8%, compared with $686.903 million and a 14.4% margin in Q2 2025. By region, Q2 2026 net sales were $2,649.2 million in the U.S., $1,389.6 million in Europe and $587.3 million in Mexico, with adjusted operating income margins of 5.7%, 5.0% and 2.8%, respectively. Management cites lower U.S. commodity poultry pricing, cheaper European pork, and increased Mexican live-bird supply and competing proteins as key pressures. SG&A rose mainly due to higher legal settlements and defense costs, and net interest expense increased, including a $17.569 million loss on early extinguishment of debt. The company continues to emphasize non‑GAAP measures such as EBITDA and Adjusted EBITDA and provides detailed reconciliations to U.S. GAAP.

Pilgrim’s Pride Corporation reported second quarter 2026 net sales of $4.6 billion, down 2.8% from the prior year. GAAP net income was $13.2 million, or $0.06 per diluted share, compared with $355.5 million, or $1.49, a year earlier. Adjusted net income was $153.9 million, with Adjusted EPS of $0.64. Adjusted EBITDA was $360.0 million, down 47.6% year-over-year, for a margin of 7.8%.

U.S. Fresh volumes increased, but profitability declined versus last year due to lower commodity prices, while U.S. Prepared Foods grew sales and margins and Just Bare retail sales rose over 30%. Europe and Mexico both achieved volume growth, though margins were pressured by higher protein supply and import competition. For the first six months of 2026, cash provided by operating activities was $471,846 thousand, largely funding $465,189 thousand of capital expenditures. Total assets were $10.0 billion, and the net leverage ratio stood at 1.43x Adjusted EBITDA, below the 2x–3x target range.

Aslam Farha reported acquisition or exercise transactions in this Form 4 filing.

Pilgrim's Pride Corp director Farha Aslam received a grant of 1,927 shares of common stock in the form of restricted stock units. The award was made at no cash cost per share and raises her directly held position to 17,149 shares. These restricted stock units vest upon her departure from the company’s Board of Directors, with each unit representing a contingent right to receive one share of PPC common stock.