Brazil Meatpacker JBS Asks to Deregister Local Unit; Receipts Still Trade

Two filings a week apart may look like a swap of one listed company for another. The documents describe something much narrower.

For investors holding JBS shares or receipts in São Paulo, nothing changes. The company that filed is not the company you can buy. JBS S.A. ordinary shares left B3, the São Paulo stock exchange, in June 2025, when they were swapped for receipts of a Dutch parent. The JBS registration request sent to the regulator on Monday tidies up the Brazilian company left behind.

What the JBS registration filing says

The document is a fato relevante, or material fact notice, dated 21 September, signed by global chief financial officer Guilherme Perboyre Cavalcanti. It tells investors that JBS S.A. has asked the CVM, Brazil’s securities regulator, to cancel its registration as a Category A issuer. That is the tier that allows share listings, under CVM Resolution 80.

It also records that the company first obtained the consent of all of its shareholders and of every other holder of its securities. A company with shares in public hands would normally have to make a tender offer instead. That is a public offer to buy out other shareholders. That is a public offer to buy out other shareholders.

JBS S.A. today is an indirect wholly-owned subsidiary of JBS N.V., the Dutch-registered parent that trades in New York. JBS S.A. kept its registration after the 2025 reorganisation. In July 2026 it sold R$400 million (about US$78 million) of infrastructure debentures, a type of corporate bond, guaranteed by JBS N.V. Holders of that 12th issue approved the cancellation at a meeting on 21 September 2026, according to a notice to debenture holders.

Once the CVM grants the request, JBS S.A. becomes a closely held company. The notice says the debentures will then trade on regulated markets only between professional investors. Retail buyers will be shut out of that paper.

Why the JBS registration move leaves BDRs alone

In June 2025 the group added a New York Stock Exchange listing through JBS N.V. Brazilian shareholders received one BDR, or Brazilian Depositary Receipt, for every two JBS S.A. ordinary shares they held, each BDR backed by one JBS N.V. Class A share. Those receipts trade on B3 under the ticker JBSS32.

They rest on a separate CVM registration held by JBS N.V. as a foreign issuer, which Monday’s filing does not touch. JBS told the financial news site InvestNews the change “não altera em nada os papéis negociados pela JBS na B3 e na Bolsa de Nova York” (does not change anything in the JBS securities traded on B3 and in New York).

The CVM’s public register still lists the JBS registration as active in Category A. The filing says the cancellation takes effect only once the regulator completes its review.

What J&F is doing, and what it is not

J&F, the holding company owned by brothers Joesley and Wesley Batista, applied a week earlier for registration in Category B. It filed on 14 September 2026. Category B lets a company offer debentures and commercial notes to the public, but not shares.

What it does bring is disclosure. A registered Category B issuer has to publish financial statements, quarterly figures and a reference form, a detailed annual company profile. J&F has raised money before in narrower formats. At the end of 2024 it sold R$1 billion (about US$196 million) of debentures to professional investors only. In April 2026 it issued US$400 million of bonds abroad. Registration widens the pool of domestic buyers. In return, J&F must publish its accounts.

J&F is a large group. It reports consolidated revenue of about R$490 billion (about US$96 billion) for the 12 months to September 2025, JBS included. It has around 297,000 employees. Its holdings include Âmbar Energia, Eldorado Brasil, Flora, LHG Mining and about 71 percent of digital bank PicPay. PicPay listed on Nasdaq in January at a valuation near US$2.6 billion. JBS itself is excluded from the reorganisation folding those businesses into the holding.

The numbers behind the group

JBS N.V. reported record 2025 net revenue of US$86.2 billion and net income attributable to shareholders of US$2.0 billion. At Monday’s New York close of US$12.03, its roughly 1.07 billion shares were worth about US$12.9 billion. Conversions here use the Central Bank of Brazil rate of 5.11 to the US dollar for 21 September 2026.

That close came before the filing was published on Monday evening. The shares had already been sliding since late August, from above US$14 to around US$12.

Who controls it

Control sits with the Batistas through J&F Investments Luxembourg. In March it held about 50.2 percent of the shares but 85.68 percent of the votes, under a dual-class structure. BNDESPar, the investment arm of state development bank BNDES, held about 18.6 percent of the shares and 5.35 percent of the votes.

Does this belong to the wider exodus from B3?

Loosely, and less than it appears. Bloomberg data show 33 companies that have delisted from B3 since 2024. Average daily turnover has fallen nearly 32 percent from its 2021 peak, to R$20.7 billion (about US$4 billion) a day in 2025. Brazilian shares trade at around 8.9 times expected earnings, a measure of how cheap they are. The causes are real: high rates, cheap valuations and almost no new share listings (IPOs).

JBS is a poor illustration of it. The group did not leave B3. It swapped its São Paulo shares for receipts in 2025 to gain a New York listing and US investors.

The two filings also show a reversal of roles. The operating company that spent years as a Brazilian governance case study has moved its public identity abroad. The family holding that was always private is now stepping into Brazilian disclosure in order to borrow at home. Brazilian savers who buy J&F debt would meet the Batistas as creditors, while JBS equity stays within reach through the B3 receipts.

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