Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

FORM 6-K

 

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or

15d-16 of the Securities Exchange Act of 1934

 

For the month of November 2024

 

Commission File Number: 333-155412

 

 

 

JBS S.A.

(Exact Name as Specified in its Charter)

 

N/A

(Translation of registrant’s name into English)

 

Av. Marginal Direita do Tietê

500, Bloco I, 3rd Floor

São Paulo, SP, Brazil

(Address of principal executive offices)

 

(Indicate by check mark whether the registrant files 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		Material Fact - Guidance (English translation).
99.2		Notice to the shareholders - distribution of interim dividends (English translation).

 

1

 

 

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: November 13, 2024

 

	JBS S.A.
	By:	/s/ Guilherme Perboyre Cavalcanti
	Name:	Guilherme Perboyre Cavalcanti
	Title:	Chief Financial and Investment Relations Officer

 

 

2

Exhibit 99.1

 

 

 

 

MATERIAL FACT

 

GUIDANCE – UPDATE

 

JBS S.A. (“JBS” or “Company”) – B3: JBSS3; OTCQX: JBSAY), hereby informs its shareholders and the market, pursuant to article 157, paragraph 4, of Law No. 6,404, of December 15, 1976, as amended (“Brazilian Corporation Law”), and the provisions of the regulations of the Brazilian Securities and Exchange Commission (“CVM”), in particular CVM Resolution No. 44/21, of August 23, 2021, as amended, updating the information of the Material Fact dated September 16, 2024, that the Company has adjusted its guidance for net revenues and Adjusted EBITDA for the 2024 fiscal year as follows:

 

		Estimate for the fiscal year ending December 31, 2024
		R$ millons		US$ millions²
Net Revenues		R$ 411,873		US$ 77,000
EBITDA¹		Between R$ 37,019 and R$ 38,147		Between US$ 6,900 and US$ 7,100

 

¹

EBITDA adjusted for the following non-recurring items that impacted the nine-month period ended September 30, 2024: (i) R$ 421 million in antitrust agreements; (ii) R$ 93 million in donations and social programs; (iii) R$ 439 million in restructuring expenses; (iv) R$ 105 million in Rio Grande do Sul claim; (v) R$ 427 million in fiscal payments– Special Program; and (vi) R$ 91 million in other operating expenses.

 

²

As the Company’s revenue is mainly recorded based in the US dollar, the Company considers it useful to disclose the information also in dollars. Considering an exchange rate of R$4.95 per US$1.00 for the first quarter of 2024, R$5.22 for US$1.00 for the second quarter of 2024, R$5.55 for US$1.00 for the third quarter of 2024 and R$5.64 for US$1.00 for the fourth quarter of 2024.

 

The above estimates were calculated based on the Company’s performance and accounting standards, taking into account the following assumptions and methodologies: (i) historical behavior of the Company’s operations, applied to the Company’s current operating performance; (ii) expected reflections of market conditions in the locations where JBS operates; (iii) calculation according to historical accounting standards, consistently applied by the Company.

 

The Reference Form will be resubmitted for inclusion of the updated information in the guidance and its monitoring and/or updating will be carried out under the terms of the applicable rules.

 

The information disclosed herein constitutes estimates based on the beliefs and substantiated assumptions of JBS Management, as well as on information currently available. JBS operates globally and, as such, is subject to different market conditions, laws and regulations, as well as changes in each of these elements in each of these jurisdictions. In addition, the food sector is highly cyclical, volatile, and strongly influenced by various political, economic, climatic, and environmental factors. All these factors are beyond JBS’s control. These aspects and JBS’s own operating activity may affect its future performance and lead to results that differ materially from the information indicated above. Therefore, such estimates are subject to risks and uncertainties and do not constitute a promise of future performance. Because of these uncertainties, the investor should not make any investment decisions based solely on this information. Any change in perception or in the factors mentioned above may cause the concrete results to diverge from the projections made and disclosed.

 

São Paulo, November 13, 2024.

Guilherme Perboyre Cavalcanti

Global CFO and Investor Relations Officer

 

 

 

Exhibit 99.2

 

 

 

 

NOTICE TO THE SHAREHOLDERS

DISTRIBUTION OF INTERIM DIVIDENDS

 

JBS S.A. (“JBS” – B3: JBSS3, OTCQX: JBSAY) hereby informs its shareholders and the market in general that the JBS’ Board of Directors, held on the date hereof approved the distribution of Interim Dividends in the total amount of R$ 2,218,116,370.00 (two billion, two hundred and eighteen million, one hundred and sixteen thousand, three hundred and seventy reais), corresponding to R$1.00 per common share (“Interim Dividends”), based on the profit reserves determined in the balance sheet dated December, 31, 2023.

 

In October, the Company had already distributed R$4.4 billion in dividends.

 

The amount of dividends per share is estimated and may vary due to any change in the number of shares held in treasury.

 

1. The Interim Dividends will be charged to the mandatory minimum dividends for the fiscal year ending December 31, 2024.

 

2. The Interim Dividends will be paid in accordance with the shareholders’ positions existing at the close of the trading session of B3 S.A. - Brasil, Bolsa, Balcão on November 22, 2024 (base date) and JBS shares will be traded ex-dividend beginning November 25, 2024.

 

3. There will be no monetary correction or interests on the value of the Interim Dividends from the date hereof until the date on which the Dividends are effectively paid.

 

4. The payment of Interim Dividends will be carried out in national currency, by means of bank credit, and will be on January 15, 2025, at the bank address provided by the shareholder to Banco Bradesco S.A., JBS’ registrar.

 

5. For shareholders whose registration does not contain updated information of CPF/CNPJ or the “Bank/Branch/Account”, the Interim Dividends will only be credited after the updated of the registration, and within the deadlines determined by Banco Bradesco S.A.

 

6. The Interim Dividends of shareholders whose shares are deposited in institutions that provide securities custody services will be credited in accordance with the procedures adopted by the depositary institutions.

 

7. As a general rule, the payment of Interim Dividends will be exempt from Income Tax, in accordance with Article 10 of Law No. 9,249, of 1995.

 

São Paulo, November 13, 2024.

Guilherme Perboyre Cavalcanti

Global CFO and Investor Relations Officer

 

 

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