JBS N.V. filed a Form 8-K on November 9, 2026, disclosing that its wholly owned Brazilian subsidiary JBS S.A. entered into two share purchase agreements to acquire Flora Produtos de Higiene e Limpeza S.A. and Canal Rural Produções Ltda. from related party J&F S.A.

Key Highlights

  • Flora Acquisition price: JBS S.A. agreed to acquire all outstanding shares of Flora for R$2.968 billion, subject to certain adjustments.
  • Canal Rural Acquisition price: JBS S.A. agreed to acquire all outstanding quotas of Canal Rural for R$88.1 million, subject to certain adjustments.
  • Consideration in shares: Both purchase prices will be paid in Class A common shares of JBS and/or Brazilian depositary receipts (BDRs), each representing one Class A Share.
  • Reference price per share: The share count will be calculated using a reference price of R$66.82916 per Class A Share, based on a 30-session volume-weighted average closing price of US$12.20 per Class A Share on the NYSE, converted at R$5.4778 per US$1.00.
  • Related-party transactions: According to the filing, J&F and FIP Fiagro are part of the same economic group as JBS S.A., making both transactions related-party transactions.
  • Audit committee approval: The filing states the transactions were approved by JBS's audit committee, composed exclusively of independent directors, and by the board of directors acting through members without a conflict of interest.
  • Expected closing: Both transactions are expected to close in December 2026, subject to customary closing conditions.

JBS S.A. to Acquire Flora and Canal Rural in All-Share Transactions

According to the Form 8-K filed with the SEC on November 9, 2026, by JBS N.V. (NYSE:JBS), JBS S.A. entered into the Flora Purchase Agreement with J&F S.A. and Colorado Fundo de Investimento em Participações em Cadeias Produtivas Agroindustriais - FIP FIAGRO. Under that agreement, JBS S.A. will acquire all outstanding shares of Flora Produtos de Higiene e Limpeza S.A. for R$2.968 billion, subject to certain adjustments. Upon completion, the filing states, Flora will become a wholly owned subsidiary of JBS S.A.

On the same date, JBS S.A. entered into the Canal Rural Purchase Agreement with J&F to acquire all outstanding quotas of Canal Rural Produções Ltda. for R$88.1 million, subject to certain adjustments. Canal Rural is expected to become a wholly owned subsidiary of JBS S.A. upon closing. The filing identifies both transactions as related-party transactions because J&F and FIP Fiagro are part of the same economic group as JBS S.A. The filing further states that "the enterprise values were supported by studies prepared by specialized independent institutions."

Both purchase prices are to be settled in Class A Shares and/or BDRs. The aggregate number of shares to be delivered will be determined by dividing the applicable purchase price by a reference price of R$66.82916 per Class A Share. That reference price was calculated based on the volume-weighted average closing price of US$12.20 per Class A Share on the NYSE over the 30 trading sessions ending November 5, 2026, converted using the Brazilian Central Bank's PTAX selling exchange rate of R$5.4778 per US$1.00. The Class A Shares, including those underlying BDRs, will be issued in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, the filing disclosed. The transactions are expected to close in December 2026, subject to customary closing conditions.

What Was Disclosed

JBS N.V. reported two related-party acquisition agreements entered into on November 9, 2026, covering Flora for R$2.968 billion and Canal Rural for R$88.1 million, both payable in Class A Shares or BDRs at a reference price of R$66.82916 per share, with closing expected in December 2026.