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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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JBS N.V. (Name of Issuer) |
Class A common shares, par value (euro)0.01 per share (Title of Class of Securities) |
N4732M103 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | N4732M103 |
| 1 | Names of Reporting Persons
Wesley Mendonca Batista | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
536,076,699.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
48.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Consists of: (i) 241,234,515 Class A common shares, par value (euro)0.01 per share ("Class A Common Shares"), held by J&F Investments Luxembourg S.a r.l., a private limited liability company (societe a responsabilite limitee) incorporated and existing under the laws of Luxembourg ("J&F Lux"), a wholly-owned subsidiary of J&F S.A., a corporation (sociedade anonima) incorporated under the laws of Brazil ("J&F S.A."); and (ii) 294,842,184 Class B common shares, par value (euro)0.10 per share ("Class B Common Shares"), held by J&F Lux. Mr. Wesley Mendonca Batista (the "Reporting Person") and Mr. Joesley Mendonca Batista, brother of the Reporting Person, indirectly own 100% of the capital stock of J&F S.A. and equally share voting and investment powers and the right to receive the economic benefit of the shares held by J&F S.A. Each Class B Common Share is convertible into one Class A Common Share at the option of its holder at any time.
(2) Represents the quotient obtained by dividing: (i) 536,076,699, which is the number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Person as set forth in Row 9; by (ii) the sum of (a) 814,216,001 Class A Common Shares outstanding as of June 30, 2025, as reported by the issuer to the Reporting Person, and (b) 294,842,184 Class B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by the Reporting Person as set forth in clauses "(i)" and "(ii)" of this footnote are treated as converted into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.
(3) Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to 10 votes. The percentage reported does not reflect the 10 for one voting power of the Class B Common Shares because the Class B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.
SCHEDULE 13G
|
| CUSIP No. | N4732M103 |
| 1 | Names of Reporting Persons
Joesley Mendonca Batista | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
536,076,699.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
48.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Consists of: (i) 241,234,515 Class A common shares, par value (euro)0.01 per share ("Class A Common Shares"), held by J&F Investments Luxembourg S.a r.l., a private limited liability company (societe a responsabilite limitee) incorporated and existing under the laws of Luxembourg ("J&F Lux"), a wholly-owned subsidiary of J&F S.A., a corporation (sociedade anonima) incorporated under the laws of Brazil ("J&F S.A."); and (ii) 294,842,184 Class B common shares, par value (euro)0.10 per share ("Class B Common Shares"), held by J&F Lux. Mr. Wesley Mendonca Batista, brother of the Reporting Person, and Mr. Joesley Mendonca Batista (the "Reporting Person"), indirectly own 100% of the capital stock of J&F S.A. and equally share voting and investment powers and the right to receive the economic benefit of the shares held by J&F S.A. Each Class B Common Share is convertible into one Class A Common Share at the option of its holder at any time.
(2) Represents the quotient obtained by dividing: (i) 536,076,699, which is the number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Person as set forth in Row 9; by (ii) the sum of (a) 814,216,001 Class A Common Shares outstanding as of June 30, 2025, as reported by the issuer to the Reporting Person, and (b) 294,842,184 Class B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by the Reporting Person as set forth in clauses "(i)" and "(ii)" of this footnote are treated as converted into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.
(3) Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to 10 votes. The percentage reported does not reflect the 10 for one voting power of the Class B Common Shares because the Class B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.
SCHEDULE 13G
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| CUSIP No. | N4732M103 |
| 1 | Names of Reporting Persons
J&F S.A. (formerly J&F Investimentos S.A.) (formerly J&F Participacoes S.A.) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
536,076,699.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
48.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Consists of: (i) 241,234,515 Class A common shares, par value (euro)0.01 per share ("Class A Common Shares"), held by J&F Investments Luxembourg S.a r.l., a private limited liability company (societe a responsabilite limitee) incorporated and existing under the laws of Luxembourg ("J&F Lux"), a wholly-owned subsidiary of J&F S.A., a corporation (sociedade anonima) incorporated under the laws of Brazil ("J&F S.A." or the "Reporting Person"); and (ii) 294,842,184 Class B common shares, par value (euro)0.10 per share ("Class B Common Shares"), held by J&F Lux. Messrs. Wesley Mendonca Batista and Joesley Mendonca Batista indirectly own 100% of the capital stock of J&F S.A. and equally share voting and investment powers and the right to receive the economic benefit of the shares held by J&F S.A. Each Class B Common Share is convertible into one Class A Common Share at the option of its holder at any time.
(2) Represents the quotient obtained by dividing: (i) 536,076,699, which is the number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Person as set forth in Row 9; by (ii) the sum of (a) 814,216,001 Class A Common Shares outstanding as of June 30, 2025, as reported by the issuer to the Reporting Person, and (b) 294,842,184 Class B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by the Reporting Person as set forth in clauses "(i)" and "(ii)" of this footnote are treated as converted into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.
(3) Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to 10 votes. The percentage reported does not reflect the 10 for one voting power of the Class B Common Shares because the Class B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.
SCHEDULE 13G
|
| CUSIP No. | N4732M103 |
| 1 | Names of Reporting Persons
J&F Investments Luxembourg S.a r.l | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
536,076,699.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
48.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Consists of: (i) 241,234,515 Class A common shares, par value (euro)0.01 per share ("Class A Common Shares"), held by J&F Investments Luxembourg S.a r.l., a private limited liability company (societe a responsabilite limitee) incorporated and existing under the laws of Luxembourg ("J&F Lux" or the "Reporting Person"), a wholly-owned subsidiary of J&F S.A., a corporation (sociedade anonima) incorporated under the laws of Brazil ("J&F S.A."); and (ii) 294,842,184 Class B common shares, par value (euro)0.10 per share ("Class B Common Shares"), held by J&F Lux. Messrs. Wesley Mendonca Batista and Joesley Mendonca Batista indirectly own 100% of the capital stock of J&F S.A. and equally share voting and investment powers and the right to receive the economic benefit of the shares held by J&F S.A. Each Class B Common Share is convertible into one Class A Common Share at the option of its holder at any time.
(2) Represents the quotient obtained by dividing: (i) 536,076,699, which is the number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Person as set forth in Row 9; by (ii) the sum of (a) 814,216,001 Class A Common Shares outstanding as of June 30, 2025, as reported by the issuer to the Reporting Person, and (b) 294,842,184 Class B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by the Reporting Person as set forth in clauses "(i)" and "(ii)" of this footnote are treated as converted into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.
(3) Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to 10 votes. The percentage reported does not reflect the 10 for one voting power of the Class B Common Shares because the Class B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
JBS N.V. | |
| (b) | Address of issuer's principal executive offices:
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by Wesley Mendonca Batista, Joesley Mendonca Batista, J&F S.A. ("J&F S.A.) and J&F Investments Luxembourg S.a r.l. ("J&F Luxembourg") (each a "Reporting Person" and, collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, which is included as Exhibit 99.1 to this Schedule 13G, pursuant to which they have agreed to file this Schedule 13G and any further amendments to this Schedule 13G jointly in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). | |
| (b) | Address or principal business office or, if none, residence:
Wesley Mendonca Batista's business address is Avenida Marginal Direita do Tiete, 500, Bloco I, Vila Jaguara, postcode: 05118-100, Sao Paulo, SP, Brazil.
Joesley Mendonca Batista's business address is Avenida Marginal Direita do Tiete, 500, Bloco I, Vila Jaguara, postcode: 05118-100, Sao Paulo, SP, Brazil.
J&F S.A. has its principal office at Avenida Marginal Direita do Tiete, 500, Bloco I, Vila Jaguara, postcode: 05118-100, Sao Paulo, SP, Brazil.
J&F Investments Luxembourg S.a r.l. has its principal office at Avenue de La Gare 21, postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. | |
| (c) | Citizenship:
See row 4 of the cover pages to this Schedule 13G. | |
| (d) | Title of class of securities:
Class A common shares, par value (euro)0.01 per share | |
| (e) | CUSIP No.:
N4732M103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See row 9 of the cover sheet of each Reporting Person. | |
| (b) | Percent of class:
See row 11 of the cover sheet of each Reporting Person. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See row 5 of the cover sheet of each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See row 6 of the cover sheet of each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover sheet of each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover sheet of each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The information set forth in Item 2 above is incorporated herein by reference. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 Joint Filing Agreement, dated as of the date hereof, among the Reporting Persons. |