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
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 |
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Name: |
Guilherme Perboyre Cavalcanti |
| |
Title: |
Chief Financial and Investment Relations
Officer |
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
JBS (QX) (USOTC:JBSAY)
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