JBS N.V. SEC Filings

Cavalcanti Guilherme Perboyre reported acquisition or exercise transactions in this Form 4 filing.

JBS N.V. reported that Global CFO and IRO Guilherme Perboyre Cavalcanti received a grant of 185,828 restricted stock units as equity compensation. Each RSU represents the right to receive one Class A common share or one Brazilian Depositary Receipt. These RSUs were granted on May 21, 2026 and will vest in three equal installments on March 1, 2027, March 1, 2028 and March 1, 2029, subject to continued employment. Following this award, Cavalcanti is shown holding 185,828 RSUs directly.

JBS N.V. announced that its Board of Directors approved a cash dividend of USD 1.00 per common share, to be paid from retained earnings reserves. The dividend will be paid on June 17, 2026 to shareholders of record at the close of business on May 18, 2026.

Holders of the Company’s Brazilian Depositary Receipts are estimated to receive a gross dividend of R$ 4.91 per BDR, based on the PTAX exchange rate of R$ 4.91 on May 13, 2026, with payment expected on June 22, 2026. Applicable taxes will be deducted, including a 15% Dutch withholding tax and IOF on the foreign exchange transaction for BDR holders.

JBS N.V. reported Q1 2026 unaudited results, with net revenue of US$21.6 billion, up from US$19.5 billion in Q1 2025, driven by higher domestic and export sales. Operating profit fell to US$484.5 million and net income dropped to US$241.6 million, or US$0.21 basic earnings per share, as financing costs and operating expenses rose.

Adjusted EBITDA declined to US$1.13 billion from US$1.53 billion, with Brazil, Seara and Pilgrim’s Pride remaining key contributors. The company ended the quarter with total assets of US$45.2 billion and loans and financing of US$21.4 billion. Operating cash flow was negative US$789.3 million, partly reflecting higher inventories and lower payables.

Strategically, JBS agreed to invest US$150 million for an 80% stake in a multi-protein joint venture in Oman and sold its 50% interest in Meat Snack Partners for US$42.8 million, booking a US$6.1 million gain. It also launched tender offers, repurchasing US$250 million of PPC 6.25% notes due 2033 and US$1.2 billion of 6.75% JBS notes due 2034 above par, and declared a dividend of US$1.00 per share payable in June 2026.

JBS N.V. plans to start filing SEC reports as a U.S. domestic company, beginning with its first Form 10-Q for the quarter ending on June 30, 2026. It expects to release second-quarter 2026 results on August 10, 2026, followed by an earnings call on August 11, 2026.

As a large accelerated filer, JBS will file annual reports on Form 10-K within 60 days of each fiscal year-end and quarterly reports on Form 10-Q within 40 days after each of the first three quarters, instead of the previous 120-day deadline as a Form 20-F filer. It will also begin filing current reports on Form 8-K.

The company will continue using IFRS for its financial statements while also providing certain U.S. GAAP indicators. Management states that the enhanced disclosure framework is intended to increase transparency, improve comparability with global peers, and support potential index inclusion and a broader investor base, noting that more than 50% of revenue comes from the U.S. and that U.S. investors hold a large share of its securities.

JBS N.V. used its 2026 Annual General Meeting to report strong 2025 results and approve all voting items. The Chairman highlighted record sales, with 2025 net revenue of US$ 86 billion, up 12% from 2024, and net income of US$ 2 billion, up 13%. He emphasized that closing 2025 with 15% revenue growth and a 15% increase in net income showed the resilience of JBS’s diversified protein platform.

The Board resolved that 2025 profits would be added to reserves. Shareholders adopted the 2025 annual accounts, granted discharge to directors, and reappointed all nominated board members and KPMG as external auditor. They also authorized the Board to issue shares, limit or exclude pre-emptive rights, repurchase Class A shares, and cancel shares, with around 94.98% of issued share capital represented and very high approval rates across items.

JBS N.V. filed its 2025 Dutch IFRS annual report, showing net revenue of US$86.2 billion, up from US$77.2 billion in 2024, driven by its diversified global protein platform.

Net income reached US$2.2 billion versus US$2.0 billion in 2024, while Adjusted EBITDA was US$6.8 billion compared with US$7.2 billion a year earlier. Management highlights its dual listing in the United States and Brazil as a strategic milestone that broadened the investor base and improved liquidity.

The report details seven business segments spanning beef, poultry, pork, lamb, fish and eggs across the Americas, Europe and Oceania, with the United States generating 51% of production-based revenue and South America 29% in 2025.

JBS N.V.’s Global Chief Executive Officer Gilberto Tomazoni filed an amended Form 3 to correct his initial ownership report. The amendment updates his beneficial ownership of Class A common shares to 5,866,485 shares by adding 7,527 shares that were inadvertently omitted from the original Form 3 filed on March 18, 2026. This is a correction of reported holdings rather than a new share purchase or sale.

JBS N.V. reports that subsidiary JBS USA Food Company Holdings has upsized its cash tender offers for debt, raising the cap from US$1.0 billion to US$1.2 billion in aggregate principal amount of its 6.750% 2034 and 5.950% 2035 Senior Notes.

The company also priced a US$500 million re-tap of its long-term debt, adding US$250 million to 5.625% Senior Notes due 2037 and US$250 million to 6.400% Senior Notes due 2057. Net proceeds will fund the tender offer consideration, with remaining funds for general corporate purposes.

By the early tender date, holders had tendered about 87.8% of the outstanding 2034 Notes and 83.0% of the outstanding 2035 Notes. Because 2034 tenders exceed the increased cap, JBS expects to purchase 2034 Notes on a prorated basis and not accept 2035 Notes or later tenders.

JBS N.V. has called its 2026 annual general meeting for April 30, 2026 in Amsterdam, setting out agenda items on 2025 results, governance and capital authorizations. The Board will present 2025 financial and non-financial performance and propose adoption of the 2025 annual accounts audited by KPMG.

The Board confirmed that 2025 profits will be added to reserves, while a previously approved dividend of US$ 1 per share from distributable reserves is scheduled for payment on June 17, 2026 to shareholders of record on May 18, 2026. Shareholders are also asked to grant discharge to directors for 2025 performance and to reappoint a broad slate of executive and non-executive directors, including the CEO, chairman and several independent board members.

KPMG Accountants N.V. is proposed for reappointment as external auditor for 2026. The Board seeks fresh 18‑month authorizations to issue up to 10% of issued share capital, to limit or exclude pre‑emptive rights up to the same level, to repurchase up to 10% of Class A shares and BDRs within defined price bands, and to cancel repurchased shares. The notice also details record date, registration, proxy and voting procedures for shareholders and Brazilian depositary receipt holders.