Form 8-K

8-K — JBS N.V.

Accession: 0001213900-26-091373

Filed: 2026-08-19

Period: 2026-08-18

CIK: 0001791942

SIC: 2011 (MEAT PACKING PLANTS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0302563-8k425_jbs.htm (Primary)

EX-99.1 — PROPOSAL LETTER, DATED AUGUST 18, 2026, FROM JBS N.V. TO THE BOARD OF DIRECTORS OF PILGRIM'S PRIDE CORPORATION (ea030256301ex99-1.htm)

EX-99.2 — PRESS RELEASE ISSUED BY JBS N.V. ON AUGUST 18, 2026 (ea030256301ex99-2.htm)

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8-K — CURRENT REPORT

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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): August 18, 2026

JBS N.V.

(Exact

name of registrant as specified in its charter)

Netherlands

001-42678

98-1861274

(State or

other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Stroombaan 16, 5th Floor

Amstelveen, Netherlands

1181 VX

(Address

of principal executive offices)

(Zip Code)

+31

20 656 47 00

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2):

☒ 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

Class A common shares, par value €0.01 per share

JBS

New York Stock Exchange

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 ☐

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

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

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/.

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).

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

EX-99.1 — PROPOSAL LETTER, DATED AUGUST 18, 2026, FROM JBS N.V. TO THE BOARD OF DIRECTORS OF PILGRIM'S PRIDE CORPORATION

EX-99.1

Filename: ea030256301ex99-1.htm · Sequence: 2

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

EX-99.2 — PRESS RELEASE ISSUED BY JBS N.V. ON AUGUST 18, 2026

EX-99.2

Filename: ea030256301ex99-2.htm · Sequence: 3

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.

Additional Information and Where to Find

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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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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