Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
BRF S.A. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
10552T107 (CUSIP Number) |
Sulaiman AlRumaih c/o SALIC Business Gate, Building 6, 7452, Airport Branch Rd Qurtubah, Unit No. 2 Ar Riyadh, T0, 13244-2327 966 112681 333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 10552T107 |
| 1 |
Name of reporting person
SALIC International Investment Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SAUDI ARABIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 10552T107 |
| 1 |
Name of reporting person
Saudi Agricultural and Livestock Investment Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SAUDI ARABIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 10552T107 |
| 1 |
Name of reporting person
The Public Investment Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SAUDI ARABIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Sovereign Wealth Fund of Saudi Arabia
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value | |
| (b) | Name of Issuer:
BRF S.A. | |
| (c) | Address of Issuer's Principal Executive Offices:
14401 Av. Das Nacoes Unidas 22nd Floor, Chac Santo Antonio, Sao Paulo - SP,
BRAZIL
, 04730 090. | |
Item 1 Comment:
Explanatory Note This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on August 10, 2023 (as amended to date, the "Schedule 13D"), relating to the common shares, no par value (the "Common Shares"), of BRF S.A., a Brazilian corporation (the "Issuer"), whose principal executive office is located at 14401 Av. Das Nacoes Unidas 22nd Floor, Chac Santo Antonio 04730 090 - Sao Paulo - SP, Brazil. Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
On September 2, 2025, SALIC Investment executed a sale of an aggregate of 185,556,900 Common Shares at a net price per share of approximately R$19.96 via an auction on B3 S.A. - Brasil, Bolsa, Balcao, the Brazilian stock exchange, which settled on September 4, 2025 (the "Disposition"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages is incorporated by reference to this Item 5. | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5. | |
| (c) | Other than the Disposition, as reported in Item 4, and the Derivative Transaction, as reported in Item 6, the Reporting Persons have not effected any transactions in the Common Shares during the past 60 days. | |
| (d) | None. | |
| (e) | As a result of the Disposition, on September 4, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Substantially concurrently with the Disposition, SALIC Investment entered into a cash-settled derivative transaction referencing 185,556,900 Common Shares ("Derivative Transaction") with an unaffiliated third-party financial institution ("Dealer"). In consideration, SALIC Investment agreed to pay Dealer an upfront payment based on the initial reference price of such referenced 185,556,900 Common Shares as determined pursuant to the terms of the Derivative Transaction, and certain other non-refundable fees payable upfront and on a quarterly basis. Pursuant to the terms of the Derivative Transaction, SALIC Investment may, at any time prior to its expiry, exercise its right to cause the settlement of the Derivative Transaction with respect to such referenced 185,556,900 Common Shares (or a portion thereof designated by SALIC Investment to be unwound) and receive, subject to the terms of the Derivative Transaction, a cash settlement payment from the Dealer as determined pursuant to the terms of the Derivative Transaction. At the expiry of the Derivative Transaction, SALIC Investment will receive, subject to the terms of the Derivative Transaction, a cash settlement payment from Dealer based on the settlement price of the then-remaining number of referenced Common Shares as determined pursuant to the terms of the Derivative Transaction. The Derivative Transaction is currently scheduled to expire on September 2, 2026. | ||
| 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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