Background Information |
9 Months Ended |
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Sep. 30, 2026 | |
| Additional information [abstract] | |
| Background Information | Background Information 1.1Reporting entity JBS N.V. (“JBS N.V.” or the “Company”) is a company incorporated under the laws of the Netherlands, domiciled in Amsterdam, and the holding company of the JBS Group. JBS N.V. and its subsidiaries are collectively referred to as the “Group”. The Company also holds an equity interest in Mantiqueira International B.V., an associate, and its subsidiaries (“Mantiqueira”). The Group operates globally, primarily in the animal protein, prepared foods, and related products sectors, while Mantiqueira operates in the production and commercialization of eggs and related products. The Company is registered as a foreign private issuer with the U.S. Securities and Exchange Commission (“SEC”) and as a foreign issuer with the Brazilian Securities and Exchange Commission (“CVM”), with its Class A common shares listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “JBS” and its Level II Brazilian Depositary Receipts (“BDRs”) traded on B3 under the code “JBSS32”. These unaudited condensed consolidated interim financial information comprise JBS N.V. and its subsidiaries as of September 30, 2026 and for the three and nine-month period September 30, 2026 and 2025, and were authorized by the Board of Directors on November 9, 2026. 1.2Main events that occurred during the period: 1.2.1Infrastructure debentures: On July 16, 2026, the indirect subsidiary JBS S.A. filed with the Brazilian Securities and Exchange Commission ("CVM") a request for the automatic registration of a public offering of 400,000 simple, non-convertible debentures, guaranteed by JBS N.V., in a single series. The debentures have a unit face value of approximately US$193, totaling approximately US$77.3 million, mature in 2036 and are intended exclusively for investors. On July 29, 2026, JBS S.A. announced the completion of the offering. The net proceeds will be used to reimburse costs, expenses or debt previously incurred and to fund future investments related to the Campo Verde, Lins, Mafra and JBS Terminais projects. 1.2.2Joint Venture with PT Danantara Investment Management: On August 7, 2026, the indirect subsidiary JBS USA Holding Lux S.à r.l., entered into an agreement with PT Danantara Investment Management (“DIM”), the investment arm of Indonesia’s sovereign wealth fund, to form a joint venture. As part of the transaction, the Group’s Australia and New Zealand businesses will be transferred to a Dutch holding company, in which DIM will hold a 25% interest through a US$2.5 billion investment. Of this amount, US$800.0 million will be invested at the completion of the transaction, with the remaining amount to be invested within the following three years. The joint venture will pursue investment opportunities in the protein production sector in Indonesia, other Southeast Asian markets, Australia and New Zealand. Completion of the transaction is subject to the satisfaction of certain conditions. 1.2.3Planned Leadership Transition: On August 10, 2026, JBS N.V. announced that Wesley Batista Filho will become Global CEO of the Company, effective January 2027. The appointment is part of a planned leadership transition and reflects the Company's commitment to thoughtful succession planning. Wesley Batista Filho began his career at JBS 15 years ago and has held leadership roles across the Company's global operations, including as CEO of JBS Brazil, President of Seara and, since 2023, CEO of JBS USA. Gilberto Tomazoni will step down after 14 distinguished years with the Company, including eight years as Global CEO. 1.2.4Agreement to acquire Walkers Deli & Sausage Company: On August 14, 2026, the indirect subsidiary Pilgrim’s Pride Corporation (PPC), through Onix Investments UK Limited, agreed to acquire all shares of Walkers Deli & Sausage Company from Samworth Brothers Limited for approximately US$187,714, subject to adjustments, payable in cash at closing. The agreement makes completion conditional on customary requirements, including approval by the UK Competition and Markets Authority. 1.2.5Proposal to acquire the remaining Pilgrim’s Pride Corporation (PPC) shares: On August 18, 2026, JBS N.V. submitted a non-binding proposal to acquire all outstanding shares of its already controlled subsidiary, PPC, not held by JBS or its affiliates in exchange for 2.086 JBS N.V. Class A common shares per PPC share. The transaction requires negotiation of a definitive agreement, review by an independent PPC committee and other applicable approvals and conditions, including the expected approval of a majority of votes cast by minority shareholders. If completed, PPC shares would cease trading on Nasdaq. 1.2.6Agreement with Viva Holding Ltda.: On September 15, 2026, the indirect subsidiary JBS S.A. agreed with VIVA Holding Ltda. to combine certain leather production, processing, and commercialization assets and activities in JBS Viva. Each party will hold 50%, with equal governance rights. JBS S.A. will contribute its equity interests in JBS Couros Brasil Ltda. Closing is subject to the approval of the Administrative Council for Economic Defense (“CADE”) and the satisfaction of other conditions precedent set forth in the agreement. 1.2.7Application to cancel JBS S.A.'s CVM issuer registration: On September 21, 2026, the indirect subsidiary JBS S.A. announced that it had applied to the Brazilian Securities and Exchange Commission (“CVM”) for voluntary cancellation of its Category “A” securities issuer registration, following consent from all its shareholders and holders of its other securities. Cancellation is subject to completion of the CVM's review. 1.2.8PPC senior notes issuance: On September 23, 2026, PPC and Pilgrim's Europe Finance PLC completed a US$567.2 million senior notes issuance bearing interest at 4.750% per annum and maturing in January 2034. The proceeds will be used for general corporate purposes, including the acquisition of Walkers Deli & Sausage Company and related costs. 1.2.9Geopolitical tensions in the Middle East: During the quarter ended September 30, 2026, the escalation of geopolitical tensions in the Middle East increased macroeconomic uncertainty and volatility in energy and commodity markets, affecting the Group’s cost structure, primarily in relation to supplies, including packaging materials, freight and the use of alternative routes. During the period, the Group incurred additional costs related to these effects. Management continues to monitor developments in this environment, including potential changes in transportation routes and possible trade restrictions, as well as their potential impacts on the Group’s operations and cost structure. 1.3Subsequent events 1.3.1Independent committee to evaluate the PPC proposal: On October 9, 2026, the indirect subsidiary Pilgrim’s Pride Corporation (PPC) announced the formation of an independent board committee to evaluate JBS N.V.'s August 18, 2026 proposal and the appointment of a legal and financial advisors which provides for the acquisition of all PPC shares not already held by JBS N.V. or its affiliates. Formation of the committee does not implies approval or completion of the transaction. There is no guarantee of a final agreement or completion of the transaction. 1.3.2Rural Workers’ Assistance Fund (“Funrural”): In December 2022, the Brazilian Federal Supreme Court (STF), in the judgment of Direct Action of Unconstitutionality (ADI No. 4,395), formed a majority ruling against the constitutionality of the tax withholding obligation (sub-rogation) for Funrural social security contributions by meatpacking companies, purchasing corporations, consignees, or acquiring cooperatives on purchases from rural producers. On October 15, 2026, the STF concluded the judgment of ADI No. 4,395, declaring unconstitutional both the assessment of Funrural contributions on individual rural producers and the tax withholding obligation imposed on purchasing companies for periods prior to January 1, 2018. For periods from that date onward, the assessment and withholding obligations were upheld. The Company and its subsidiaries are awaiting further definitions regarding the effects of the decision, including potential modulation of effects by the STF, which will determine its application to outstanding installment programs and amounts previously paid or offset. Given the uncertainties regarding the effects of the decision to the Company's outstanding obligations, no impact has been recorded in the financial statements regarding the conclusion of this judgment. 1.3.3Filing for registration of senior notes exchange offers: On October 16, 2026, JBS N.V. and its co-issuers filed Form F-4 with the SEC to exchange up to US$2.5 billion of existing senior notes due in 2037 and 2057 for registered notes. Following the effectiveness of the registration statement, the exchange offers began on October 22, 2026 and are scheduled to expire on November 20, 2026, unless extended. The new notes will retain the financial terms of the existing notes, and the exchange offers will not generate any new proceeds. 1.3.4Changes to working hours in Brazil: On October 16, 2026, Constitutional Amendment No. 141/2026 was enacted in Brazil, providing for the transition from a six-day workweek with one rest day (6x1) to a five-day workweek with two rest days (5x2), as well as a reduction in maximum weekly working hours from 44 to 40, without any reduction in pay. The changes will be implemented gradually, with maximum weekly working hours reduced to 42 two months after publication of the amendment and to 40 fourteen months after publication. The Group is assessing the effects of these changes on its operations in Brazil, including work schedules, potential additional staffing requirements and adjustments to production processes. This assessment also takes into account the uncertainties associated with the regulation and implementation of the new rules across various economic activities and employment arrangements, as well as the potential effects of collective bargaining agreements and any specific provisions applicable to certain sectors. 1.3.5Acquisition of Flora and Canal Rural: On November 9, 2026, the Company's indirect subsidiary JBS S.A. entered into agreements to acquire all outstanding shares of Flora Produtos de Higiene e Limpeza S.A. (“Flora”) and all outstanding quotas of Canal Rural Produções Ltda. (“Canal Rural”), entities also controlled by J&F Group. The enterprise value was established at US$541.8 million for Flora and US$11.1 million for Canal Rural, resulting, after adjustments for the respective companies' net debt, in transaction values of US$367.1 million and US$16.1 million, respectively, which remain subject to change through the respective closing dates. Payment will be made primarily through the delivery of Class A shares issued by the Company (including in the form of BDRs representing such shares). The transactions were approved by the relevant governing bodies and remain subject to the fulfillment or waiver of the conditions precedent set forth in the respective agreements. The acquisition complements the Group’s portfolio and enables it to realize operational, commercial, and distribution synergies. 1.4Brazilian Tax Reform During the nine-month period ended September 30, 2026, there were no significant changes regarding matters related to the Consumption Tax Reform in Brazil, as disclosed in the Company's annual financial statements for the fiscal year ended December 31, 2025. On October 28, 2026, the Federal Court of Accounts (TCU) approved the calculation of the reference tax rate for the Contribution on Goods and Services (CBS) for 2027 at 11.3%, which is still subject to deliberation by the Federal Senate. The Company continues to monitor the developments of the Tax Reform and evaluate its potential operational and financial impacts, as well as take the necessary measures to comply with the provisions applicable to the fiscal year 2027. 1.5Seasonality The demand for chicken is relatively stable throughout the year in the United States, Europe and Brazil, but there are seasonal variations in the sales volume of certain products at specific times of the year, such as: Christmas, New Year, and Easter. Demand in the United States beef industry is highest in the second and third quarters, due to favorable weather conditions for outdoor activities. In Australia, the beef industry faces a drop in slaughters in the fourth quarter, as the rainy season affects the availability and transport of cattle. In Brazil, beef sales do not fluctuate significantly during the year. The pork industry in the United States and Australia has peaks in demand in the first and fourth quarters, due to the supply of pork and the holidays, which stimulate the consumption of certain pork products, with no significant fluctuation in pork numbers in other locations.
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