Jbs N.V 8-K, filed Aug 19, 2026
Jbs N.V. (JBS)
About this 8-K
Jbs N.V filed this 8-K on August 19, 2026, reporting on events of August 18, 2026.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On August 18, 2026, JBS N.V. (“JBS”) issued a press release announcing the Proposal described further in Item 8.01 herein. Copies of the Proposal and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into this Item 7.01.
The information contained in Item 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 8.01. Other Events.
On August 18, 2026, JBS submitted a non-binding proposal to the board of directors of Pilgrim’s Pride Corporation (“PPC”) to acquire all of the outstanding shares of PPC common stock that are not owned by JBS or its affiliates for a fixed exchange ratio of 2.086 JBS Class A common shares per share of PPC common stock (the “Proposal”). JBS currently owns approximately 82% of PPC’s common stock. There can be no guarantee that JBS will enter into a binding agreement for the Proposal, either on terms favorable to JBS or at all.
No Offer or Solicitation
This Current Report on Form 8-K relates a business combination between JBS and PPC that has been proposed by JBS (the “Proposed Transaction”). This Current Report on Form 8-K shall not constitute an offer to buy or the solicitation of an offer to sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the Proposed Transaction. In furtherance of this Proposed Transaction and subject to future developments, JBS and, if a negotiated transaction is agreed, PPC, as applicable, may file a registration statement, a proxy statement, a tender offer statement or other documents with the Securities and Exchange Commission (“SEC”). This Current Report on Form 8-K is not a substitute for any registration statement, proxy statement, tender offer statement or other document JBS and/or PPC may file with the SEC in connection with the Proposed Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT OR TENDER OFFER STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JBS, PPC AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by JBS and/or PPC free of charge at www.sec.gov or from JBS.
Participants in Solicitation
This Current Report on Form 8-K is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC should the Proposed Transaction go forward. Nonetheless, JBS and its affiliates and their directors and executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the holders of PPC common stock with respect to the Proposed Transaction. Information about such parties and a description of their interests will be included in the materials that JBS expects will be filed by JBS and/or PPC with the SEC should the Proposed Transaction go forward. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov or from JBS https://ir.jbsglobal.com/.
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Forward-Looking Statements
This Current Report on Form 8-K contains certain statements that are not historical facts and are forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transaction, including, without limitation, statements regarding the anticipated benefits of the Proposed Transaction to PPC stockholders. These forward-looking statements generally are identified by the words “estimate,” “project,” “forecast,” “plan,” “believe,” “may,” “expect,” “anticipate,” “intend,” “planned,” “potential,” “could,” “will” and similar terms, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: uncertainties as to whether an agreement in respect of the Proposed Transaction will be negotiated and executed; uncertainties as to whether PPC will cooperate with JBS regarding the Proposed Transaction and whether PPC’s board of directors and any special committee thereof will endorse the Proposed Transaction; uncertainties as to whether the other conditions to the Proposed Transaction will be satisfied; the timing of the Proposed Transaction and whether the Proposed Transaction will be completed; failure to realize contemplated synergies and other benefits from the Proposed Transaction; incurrence of significant costs in connection with the Proposed Transaction; changes in general economic conditions, the global protein and prepared foods industries, stock market trading conditions, foreign exchange rates, tax law requirements, or government regulation; and changes in the market position, businesses, financial condition, results of operations or prospects of JBS and/or PPC.
The foregoing list of factors is not exhaustive. Additional information concerning these and other factors can be found in JBS’s and PPC’s filings with the SEC, including JBS’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 20-F and Current Reports on Forms 8-K and 6-K, which may be obtained free of charge from JBS’s website https://ir.jbsglobal.com/ and PPC’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which may be obtained free of charge from PPC’s website https://ir.pilgrims.com/. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and JBS undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Proposal letter, dated August 18, 2026, from JBS N.V. to the board of directors of Pilgrim’s Pride Corporation. | |
| 99.2 | Press release issued by JBS N.V. on August 18, 2026. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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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 18, 2026 | JBS N.V. |
| /s/ Guilherme Perboyre Cavalcanti | |
| Name: Guilherme Perboyre Cavalcanti | |
| Title: Global Chief Financial Officer and Investor Relations Officer |
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Exhibit 99.1
August 18, 2026
VIA EMAIL:
Board of Directors
Pilgrim’s Pride Corporation
1770 Promontory Circle
Greeley, CO 80634
Dear Members of the Board of Directors:
JBS N.V. (“we” or “JBS”) is pleased to submit this proposal to acquire all of the outstanding shares of common stock of Pilgrim’s Pride Corporation (the “Company” or “PPC”) that are not owned by JBS or its affiliates for a fixed exchange ratio of 2.086 JBS Class A common shares for each PPC share of common stock (the “Proposal”), based on the JBS and PPC closing share prices on August 18, 2026 of $13.66 and $28.49, respectively.
The business combination offers potential benefits to PPC stockholders, including, among others:
| ● | Continued participation in PPC’s business performance as part of a larger, more diversified global multi-protein and prepared foods platform. |
| ● | Participation, through their ownership of JBS shares, in the potential benefits of a simplified organizational structure, including savings resulting from the elimination of PPC’s standalone public company costs and more flexible and efficient capital allocation across the group. |
| ● | Access to greater trading liquidity of JBS Class A common shares, which benefit from a larger market capitalization and broader institutional investor base than PPC’s current minority public float. |
We wish to emphasize that, in our capacity as a stockholder of the Company, we are only interested in acquiring the shares of the Company that we or our affiliates do not currently own, and accordingly we have no interest in a disposition or sale of our current holding in the Company. In addition, we have no interest in participating in an alternative change of control transaction involving the Company. In our capacity as a stockholder of the Company, neither we nor any of our affiliates would vote in favor of any alternative sale, merger or similar transaction involving the Company.
Given our existing ownership position and familiarity with PPC, our Proposal is not subject to any due diligence condition and we are positioned to move expeditiously to complete mutually acceptable definitive transaction documentation. We do not anticipate material regulatory or other hurdles to consummate a transaction, and our Proposal does not require approval by our shareholders. JBS’s Board of Directors has unanimously authorized the submission of this Proposal.
It is our expectation that a fully empowered special committee of independent directors who are determined by the Company’s Board of Directors to be disinterested with respect to the Proposal, and appointed by the Company’s Board of Directors, will consider our Proposal and make a recommendation to the Company’s Board of Directors (the “Special Committee”). We will not move forward with the Proposal unless it is approved by the Special Committee, advised by independent legal and financial advisors. We also expect that the creation of the Special Committee and the approval of any transaction will be approved by the Company’s “equity directors” pursuant to the applicable provisions of the Company’s Amended and Restated Certificate of Incorporation. In addition, we expect that the definitive transaction documentation will include a condition requiring the approval of a majority of the votes cast by the shares of PPC common stock that are not owned by JBS or its affiliates.
This Proposal is not a binding offer or agreement and is an expression of interest only, and we reserve the right to withdraw or modify our Proposal in any respect at any time. No legal obligation with respect to this Proposal or any transaction shall arise unless and until mutually acceptable definitive transaction documentation is executed by JBS and PPC.
We look forward to the opportunity to work with the Special Committee to move quickly towards a successful transaction. We are available at your convenience to discuss any aspects of our Proposal.
Sincerely,
JBS N.V.
| By: | /s/ Guilherme Perboyre Cavalcanti | |
| Guilherme Perboyre Cavalcanti | ||
| Global Chief Financial Officer and Investor Relations Officer |
Exhibit 99.2
JBS Announces Proposal to Acquire Remaining Publicly Traded Shares of Pilgrim’s Pride Corporation
Subject to Approval of Independent and Disinterested
Special Committee of PPC Board of Directors and
Votes Cast by Holders of the Majority of Unaffiliated PPC Shares
Amstelveen, Netherlands, August 18, 2026 – JBS N.V. (“JBS,” “we” or “us”) (NYSE: JBS; B3: JBSS32) today announced that it has submitted a non-binding proposal to the Board of Directors of Pilgrim’s Pride Corporation (NASDAQ: PPC) (“PPC”) to acquire all of the outstanding shares of common stock of PPC that are not owned by JBS or its affiliates for a fixed exchange ratio of 2.086 JBS Class A common shares for each PPC share of common stock (the “Proposed Transaction”), based on the JBS and PPC closing share prices on August 18, 2026 of $13.66 and $28.49, respectively. JBS currently owns approximately 82% of PPC’s common stock.
Jeremiah O’Callaghan, Chairman of the JBS Board of Directors, said, “For over 16 years, JBS and PPC have worked together as PPC has expanded its operations, strengthened its global presence and significantly grown revenue. We believe this proposal offers PPC stockholders the opportunity to continue participating in PPC’s future performance through ownership of JBS shares, with exposure to a larger and more diversified global business. Our long-standing relationship with PPC and familiarity with its team and operations should support continuity for employees, customers and business partners throughout the process. We look forward to engaging constructively with the special committee of PPC’s board of directors and its advisors as they evaluate the proposal.”
JBS believes the business combination offers potential benefits to PPC stockholders, including, among others:
| ● | Continued participation in PPC’s performance: PPC stockholders will benefit from continued participation in PPC’s business performance as part of a larger, more diversified global multi-protein and prepared foods platform. |
| ● | Simplified organizational structure: PPC stockholders would participate, through their ownership of JBS shares, in the potential benefits of a simplified organizational structure, including savings resulting from the elimination of PPC’s standalone public company costs and more flexible and efficient capital allocation across the group. |
| ● | Access to greater trading liquidity of JBS Class A common shares: PPC stockholders would receive shares of JBS, which has a larger market capitalization and broader institutional investor base than PPC’s current minority public float. |
Proposed Transaction Details
The Proposed Transaction is subject to the approval of a special committee of independent and disinterested directors expected to be appointed by the PPC Board of Directors, advised by independent legal and financial advisors.
In addition, JBS expects that the Proposed Transaction will also require the approval of a majority of the votes cast by the shares of PPC common stock that are not owned by JBS or its affiliates, as well as customary closing conditions. The Proposed Transaction does not require approval by JBS shareholders.
Following completion of the Proposed Transaction, shares of PPC common stock would no longer be quoted on Nasdaq and shares of PPC common stock would be deregistered.
Advisors
Citi is serving as financial advisor, White & Case LLP is serving as legal advisor and Collected Strategies is serving as strategic communications advisor to JBS.
Forward-Looking Statements
This communication contains certain statements that are not historical facts and are forward-looking statements within the meaning of the U.S. federal securities laws with respect to a proposal which JBS has made to acquire all of the outstanding shares of common stock of PPC that are not owned by JBS or its affiliates (the “Proposed Transaction”), including, without limitation, statements regarding the anticipated benefits of the Proposed Transaction to PPC stockholders. These forward-looking statements generally are identified by the words “estimate,” “project,” “forecast,” “plan,” “believe,” “may,” “expect,” “anticipate,” “intend,” “planned,” “potential,” “could,” “will” and similar terms, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: uncertainties as to whether an agreement in respect of the Proposed Transaction will be negotiated and executed; uncertainties as to whether PPC will cooperate with JBS regarding the Proposed Transaction and whether PPC’s board of directors and any special committee thereof will endorse the Proposed Transaction; uncertainties as to whether the other conditions to the Proposed Transaction will be satisfied; the timing of the Proposed Transaction and whether the Proposed Transaction will be completed; failure to realize contemplated synergies and other benefits from the Proposed Transaction; incurrence of significant costs in connection with the Proposed Transaction; changes in general economic conditions, the global protein and prepared foods industries, stock market trading conditions, foreign exchange rates, tax law requirements, or government regulation; and changes in the market position, businesses, financial condition, results of operations or prospects of JBS and/or PPC.
The foregoing list of factors is not exhaustive. Additional information concerning these and other factors can be found in JBS’s and PPC’s filings with the U.S. Securities and Exchange Commission (“SEC”), including JBS’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 20-F and Current Reports on Forms 8-K and 6-K, which may be obtained free of charge from JBS’s website https://ir.jbsglobal.com/ and PPC’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which may be obtained free of charge from PPC’s website https://ir.pilgrims.com/. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and JBS undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication shall not constitute an offer to buy or the solicitation of an offer to sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Additional Information and Where to Find It
This communication relates to the Proposed Transaction. In furtherance of this Proposed Transaction and subject to future developments, JBS and, if a negotiated transaction is agreed, PPC, as applicable, may file a registration statement, a proxy statement, a tender offer statement or other documents with the SEC. This communication is not a substitute for any registration statement, proxy statement, tender offer statement or other document JBS and/or PPC may file with the SEC in connection with the Proposed Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT OR TENDER OFFER STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JBS, PPC AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by JBS and/or PPC free of charge at www.sec.gov or from JBS.
Participants in Solicitation
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC should the Proposed Transaction go forward. Nonetheless, JBS and its affiliates and their directors and executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the holders of PPC common stock with respect to the Proposed Transaction. Information about such parties and a description of their interests will be included in the materials that JBS expects will be filed by JBS and/or PPC with the SEC should the Proposed Transaction go forward. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov or from JBS’s website https://ir.jbsglobal.com/.
Contacts
Investor Contact: ir@jbsglobal.com
U.S. Media Contact:
Ed Hammond, Jim Golden, Tali Epstein
Collected Strategies
JBS-CS@collectedstrategies.com
JBS Global Media Contact:
Juliano Nobrega
media@jbsglobal.com
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