[8-K] Smithfield Foods, Inc. Reports Material Event

Rhea-AI Filing Summary

On 7/22/25 Unity Biotechnology (UBX) entered into a Purchase Agreement with President/Secretary and sole director Craig R. Jalbert to sell a single Series A Preferred Share for $1. The share carries 600,000,000 votes but may be used only on the forthcoming Dissolution Proposal and must mirror the proportion of votes actually cast by common shareholders. It is non-convertible, pays a $0.01 priority dividend and automatically transfers back to the company after the stockholder meeting.

The step is designed to neutralise abstentions and broker non-votes, effectively lowering the practical approval hurdle for the board-approved dissolution plan announced 6/27/25. UBX’s common stock was suspended from Nasdaq on 7/9/25 and now trades on OTC Pink (UNBX); a Form 25 will be filed to delist. The issuance was made under the §4(a)(2) private-placement exemption. This 8-K/A otherwise only adds the former address to the cover page.

Positive

• Proportional voting mechanism reduces risk that abstentions block the board-approved dissolution, providing procedural certainty.
• Automatic retirement of the Series A share after the vote prevents long-term dilution or control issues.

Negative

• Planned dissolution indicates termination of operations and uncertain recovery for shareholders.
• Nasdaq suspension and pending delisting move trading to OTC Pink, reducing liquidity and institutional interest.
• Concentration of voting power in a single insider may raise governance and fairness concerns.

Insights

Corporate Governance Analyst

TL;DR: High-vote preferred share helps ensure dissolution passes; governance and value outlook remain negative.

The issuance of a single Series A share with 600 MM votes is a classic proportional voting device that removes the blocking power of abstentions. While technically fair—because it mirrors ballots actually cast—it materially shifts the effective threshold, making it easier for management to secure stockholder approval of liquidation. Investors gain no economic benefit: the share is non-convertible, non-participating in liquidation and reverts post-vote. Combined with the recent delisting to OTC Pink, the filing underscores that UBX no longer pursues an operating strategy, only an orderly wind-down. Risk of little or no residual value remains high.

Financial Restructuring Specialist

TL;DR: Filing formalises wind-down mechanics; impact is decisive but value-destructive.

By locking in 600 MM proportional votes, the board almost guarantees approval of the pending Plan of Dissolution, accelerating the liquidation timetable. For creditors, faster execution may limit administrative burn; for equity holders, upside is capped—there are no dividend, conversion or liquidation rights attached to the preferred. The $1 issuance price and automatic retirement demonstrate the vote-only purpose. However, shifting to OTC and delisting signal diminished marketability, and liquidation usually yields cents on the dollar. I view the development as materially negative for ordinary shareholders.

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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): July 22, 2025    

SMITHFIELD FOODS, INC.

(Exact name of registrant as specified in its charter)

Virginia

001-15321

52-0845861

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

200 Commerce Street

Smithfield, VA 23430

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (757) 365-3000

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:

☐			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

Common Stock, no par value

SFD

The Nasdaq Global Select Market

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 1.01. Entry into a Material Definitive Agreement

On July 22, 2025, Smithfield Foods, Inc. (the “Company”) and certain of its subsidiaries entered into an omnibus amendment (the “Amendment”) to amend and restate (i) the Fifth Amended and Restated Credit and Security Agreement, dated as of December 22, 2022, among Smithfield Receivables Funding LLC, the Company, certain lender parties thereto, Coöperatieve Rabobank U.A., New York Branch, PNC Bank, National Association, and PNC Capital Markets LLC and (ii) the Fifth Amended and Restated Receivables Sale Agreement, dated as of December 22, 2022, among the Company, SFFC, Inc., Smithfield Support Services Corp., Smithfield Fresh Meats Sales Corp., Smithfield Fresh Meats Corp., Smithfield Direct, LLC, Smithfield Bioscience, Inc., Smithfield Packaged Meats Sales Corp. and Smithfield Receivables Funding LLC (the “Facility”). Pursuant to the Amendment, the Company terminated the monetization component of the Facility, effected the technical and conforming changes necessary to reflect the removal of the monetization component of the Facility and memorialized the securitization component of the Facility, which remains in place.

The monetization component of the Facility originally was established to provide the Company with additional liquidity and working capital flexibility. In light of the Company’s current liquidity position and internal capital resources, the Company determined that the monetization component of the Facility was no longer cost-effective or necessary. There were no early termination penalties or other material exit costs incurred in connection with the termination of the monetization component of the Facility.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment as is being filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Index
Exhibit Number			Exhibit Description
10.1			Omnibus Amendment, dated as of July 22, 2025, to (i) the Fifth Amended and Restated Credit and Security Agreement, dated as of December 22, 2022, among Smithfield Receivables Funding LLC, the Registrant, certain lender parties thereto, Coöperatieve Rabobank U.A., New York Branch, PNC Bank, National Association, and PNC Capital Markets LLC, and (ii) the Fifth Amended and Restated Receivables Sale Agreement, dated as of December 22, 2022, among the Registrant, SFFC, Inc., Smithfield Support Services Corp., Smithfield Fresh Meats Sales Corp., Smithfield Fresh Meats Corp., Smithfield Direct, LLC, Smithfield Bioscience, Inc., Smithfield Packaged Meats Sales Corp. and Smithfield Receivables Funding LLC.
104			Cover Page Interactive Data File formatted in iXBRL.

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 hereunto duly authorized.

			SMITHFIELD FOODS, INC.
Date: July 24,2025			By:			/s/ Mark L. Hall
						Mark L. Hall
						Chief Financial Officer

FAQ

Why did Unity Biotechnology (UBX) issue only one Series A Preferred Share?

The single share carries 600 MM votes restricted to the Dissolution Proposal, ensuring votes reflect ballots actually cast and minimising abstention impact.

How will the Series A Preferred Share affect the dissolution vote for UBX?

Its 600 MM votes will be cast in the same proportion as common-stock votes, effectively lowering the practical approval threshold needed to pass dissolution.

What happens to the Series A Preferred Share after the UBX stockholder meeting?

It automatically transfers back to the company for no consideration and is retired, eliminating any ongoing voting power.

Why was UBX delisted from Nasdaq?

On 7/9/25 Nasdaq suspended trading; UBX now trades OTC Pink (UNBX). A Form 25 will formally remove the listing under Section 12(b).

Does the Series A Preferred Share receive liquidation proceeds?

No. The Certificate of Designation grants no liquidation rights; common shareholders receive any residual assets.