UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

FORM 6-K

 

Report of Foreign Private Issuer Pursuant to Rule13a-16 or

15d-16 of the Securities Exchange Act of 1934

 

For the month of August 2025

 

Commission File Number: 001-42678

 

 

 

JBS N.V.

(Exact Name as Specified in its Charter)

 

N/A

(Translation of registrant’s name into English)

 

Stroombaan 16, 5th Floor,

1181 VX, Amstelveen, Netherlands

(Address of principal executive offices)

 

(Indicate by check mark whether the registrantfiles or will file annual reports under cover of Form 20-F or Form 40-F.)

 

Form 20-F:  ☒          Form 40-F: ☐

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description of Document
99.1   Press Release.
99.2   Notice to the Market (English translation).

 

1

 

 

SIGNATURES

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

Date: August 13, 2025

 

  JBS N.V.
     
  By: /s/ Guilherme Perboyre Cavalcanti
  Name: Guilherme Perboyre Cavalcanti
  Title: Chief Financial Officer

 

 

2

 

 

Exhibit 99.1

 

 

 

 

 

JBS Announces Class A Common Shareand Brazilian Depositary Receipt Repurchase Program

 

Amstelveen, Netherlands – August13, 2025 – JBS N.V. (the “Company,” “JBS,” “we” or “us”) (NYSE: JBS; B3: JBSS32)announced today that its board of directors (the “Board”) has authorized a program (the “Repurchase Program”)to repurchase Class A common shares, par value €0.01 per share (“Class A shares”), and Brazilian Depositary Receiptseach representing one Class A share (“BDRs”) in an aggregate amount of up to USD 400 million (the “Maximum Investment”).The Repurchase Program will commence on August 18, 2025, and continue until the Maximum Investment is reached or the Board suspends orterminates the Repurchase Program, whichever occurs first. The objective of the Repurchase Program is to return value to the Company’sClass A shareholders and BDR holders.

 

Repurchases under the Repurchase Programmay be made through open market purchases, in privately negotiated transactions or otherwise, in each case in accordance with applicableUnited States and Brazilian securities laws, including through the use of written trading plans intended to qualify under Rule 10b5-1of the United States Securities Exchange Act of 1934, as amended. The Repurchase Program will be funded using the Company’s cashon hand and cash generated from operations. The timing of the repurchases and the exact number of Class A shares and/or BDRs to be purchasedfrom time to time will be determined by the Company’s management in its discretion through the duration of the Repurchase Program,depending on market conditions and other factors.

 

The Repurchase Program will not leadto changes in the Company’s controlling shareholders or administrative structure, and will not compromise the Company’s abilityto pay any required dividends in virtue of the Company’s liquidity and cash management. While repurchases of Class A shares willresult in a decrease in the total number of Class A shares outstanding, repurchases of BDRs will not affect this number, as the underlyingClass A shares will continue to be owned of record by Banco Bradesco S.A. as depositary of the BDRs, until such time as the Company choosesto cancel the repurchased BDRs. 

 

About JBS

 

JBS is a leading global food companyoffering a diversified portfolio of high-quality poultry, pork, beef, lamb, fish and prepared products. The company employs more than280,000 people, with operations in 17 countries, including Brazil, the United States, Canada, the United Kingdom, Australia and China.Globally, JBS offers a broad portfolio of brands known for their excellence and innovation, including Friboi, Seara, Swift, Pilgrim’sPride, Moy Park, Primo, Just Bare, and many others, which reach consumers in 190 countries daily. The company invests in related businessessuch as leather, biodiesel, collagen, personal care and cleaning products, natural casings, solid waste management solutions, recycling,and transportation, focusing on the circular economy. JBS prioritizes a best-in-class food safety program, while adopting leading sustainabilityand animal welfare practices throughout its value chain, to feed people around the world more sustainably. Visit jbsglobal.com to learnmore.

 

 

 

 

 

 

 

 

Forward-Looking Statements 

 

This press release contains certainstatements, including estimates, projections, statements relating to business plans, objectives, and expected operating results, and theassumptions upon which those statements are based, that are “forward-looking statements,” as defined under the Private SecuritiesLitigation Reform Act of 1995. These forward-looking statements are generally identified by the words “anticipate,” “believe,”“estimate,” “expect,” “future,” “intend,” “may,” “opportunity,”“outlook,” “plan,” “project,” “should,” “strategy,” “will,” “would,”“will be,” “will continue,” “will likely result” and similar expressions. These statements are basedon the current expectations of the management of JBS and are subject to uncertainty and to changes in circumstances. In addition, thesestatements are based on a number of assumptions that are subject to change. This press release also contains estimates and other informationconcerning the industry in which the JBS Group operates, that are based on industry publications, surveys and forecasts. This informationinvolves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.Many factors could cause actual results to differ materially from these forward-looking statements including unforeseen liabilities, futurecapital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, futureprospects, business and management strategies for the management and expansion and growth of JBS’ operations, as well as the riskfactors discussed in the final prospectus, dated April 22, 2025 and filed by the Company with the United Securities and Exchange Commission,relating to the Company’s registration statement on Form F-4 (File No. 333-273211). While the list of factors presentedhere is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of materialdifferences in results as compared with those anticipated in the forward-looking statements could include, among other things, businessdisruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a materialadverse effect on JBS’ consolidated financial condition, results of operations or liquidity. Forward-looking statements includedherein are made as of the date hereof, and JBS undertakes no obligation to update publicly such statements to reflect subsequent eventsor circumstances.

 

Contacts:

 

Media

 

media@jbsglobal.com

 

Investors

 

JBS IR Team

 

ri@jbs.com.br

 

 

 

 

Exhibit 99.2

 

 

 

 

 

JBS N.V.

NOTICE TO THE MARKET

JBS ENTERS AGREEMENT TO ACQUIRE ANDEXPAND

PREPARED FOODS FACILITY IN ANKENY,IOWA

 

JBS N.V. (“JBS”or “Company”) – NYSE: JBS; B3: JBSS32) announced it has reached an agreement to purchase a production facilityin Ankeny, Iowa, for $100 million, with plans to build out the largest ready-to-eat bacon and sausage plant in the Company’s U.S.portfolio.

 

After the initial capital investmentsand construction are complete, the plant is expected to be operational by mid-2026.

 

“Today’s announcement alignswith our long-term strategy of offering more value-added and prepared foods products to meet the needs of our customers and consumers,”said Wesley Batista Filho, JBS USA Chief Executive Officer.

 

In the first half of the year, theCompany announced total strategic investments in the United States of $835 million. In May, JBS disclosed plans to build a new fresh sausagefacility in Iowa, totaling $135 million. This came in addition to $200 million allocated to upgrading our beef plants in Cactus (Texas)and Greeley (Colorado), and $400 million for a new prepared foods facility Pilgrim’s is building in Walker County, Georgia. Togetherwith the current announcement of $100 million, these projects support the expansion of the JBS prepared foods portfolio and will helpmeet increased demand for these types of products by customers and consumers.

 

The transaction is subject to customaryclosing conditions.

 

Amstelveen, August 13, 2025.

 

Guilherme Perboyre Cavalcanti

Global CFO and Investor RelationsOfficer