JBS Settles PPC Derivative Claims, Proposes Minority Buyout Two Weeks Later
Merger Pending
Company Background
Pilgrim's Pride Corporation is one of the world's largest poultry producers, with annual sales of $18.5 billion in 2025 and operations across the United States, Europe and Mexico. JBS — the Brazilian meat conglomerate — holds a controlling stake of more than 80% in Pilgrim's Pride and, under a charter amendment that took effect December 30, 2024, has the right to elect eight of the company's ten directors for as long as that ownership threshold is maintained.
The company's financial trajectory has deteriorated sharply since 2025. Full-year 2025 GAAP net income was $1.1 billion; by the second quarter of 2026, quarterly GAAP net income had fallen to $13.2 million, down from $356 million in the same quarter of the prior year. Operating income for the first half of 2026 was $228.5 million, compared with $916.8 million in the first half of 2025. Management has attributed the compression to lower commodity pricing in U.S. chicken markets, operational disruptions, and rising litigation-related charges — which Pilgrim's Pride strips out of its adjusted EBITDA figures.
Separately, Pilgrim's Pride agreed on August 14, 2026, to acquire Walker's Deli & Sausage Company from Samworth Brothers Limited for approximately £141.5 million, expanding its European pork platform pending UK regulatory approval.
What Was Disclosed
The parties to a stockholder derivative lawsuit — City of Miami Beach Fire and Police Pension Fund et al. v. JBS Wisconsin Properties, LLC et al. — entered into a settlement stipulation on August 4, 2026, following a failed mediation in March 2026 and a subsequent recommendation by former U.S. District Judge Layn R. Phillips, who served as mediator. Under the settlement, JBS Wisconsin Properties, LLC, JBS USA Food Company Holdings, and JBS, S.A. (collectively, the JBS Defendants) will pay $31 million to Pilgrim's Pride, pending final approval by the Delaware Court of Chancery. A hearing is scheduled for November 20, 2026 before Vice Chancellor Paul A. Fioravanti, Jr. The $4.805 million maximum attorney fee application will be paid from that settlement fund.