Smithfield Foods Files 8-K

Ticker: SFD · Form: 8-K · Filed: Jan 29, 2025 · CIK: 91388

Sentiment: neutral

Topics: corporate-governance, filing-update

TL;DR

Smithfield Foods filed an 8-K on Jan 29, 2025, with corporate updates.

AI Summary

Smithfield Foods, Inc. filed an 8-K on January 29, 2025, reporting amendments to its articles of incorporation or bylaws, other events, and financial statements/exhibits. The filing does not contain specific dollar amounts or detailed event descriptions within the provided text.

Why It Matters

This filing indicates updates to Smithfield Foods' corporate governance or financial reporting, which could impact investors' understanding of the company's structure and performance.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not appear to contain material adverse information.

Key Players & Entities

FAQ

What specific amendments were made to Smithfield Foods' articles of incorporation or bylaws?

The provided text does not specify the details of the amendments to the articles of incorporation or bylaws.

What were the 'Other Events' reported in the 8-K filing?

The filing mentions 'Other Events' as an item, but the specific nature of these events is not detailed in the provided text.

What financial statements and exhibits are included with this 8-K filing?

The filing indicates that 'Financial Statements and Exhibits' are included, but their specific content is not described in the provided text.

When was Smithfield Foods, Inc. incorporated, and in which jurisdiction?

Smithfield Foods, Inc. was incorporated in Virginia, as indicated by the filing.

What is the IRS Employer Identification Number for Smithfield Foods, Inc.?

The IRS Employer Identification Number for Smithfield Foods, Inc. is 52-0845861.

Filing Stats: 870 words · 3 min read · ~3 pages · Grade level 10.3 · Accepted 2025-01-29 16:15:35

Key Financial Figures

Filing Documents

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 29, 2025, Smithfield Foods, Inc. (the "Company") filed its amended and restated articles of incorporation (the "Articles of Incorporation") with the State Corporation Commission of the Commonwealth of Virginia, and the Articles of Incorporation and its amended and restated bylaws (the "Bylaws") became effective as of the filing of the Articles of Incorporation. For further information regarding the Articles of Incorporation and the Bylaws, see the descriptions set forth in the section titled "Description of Capital Stock" in the final prospectus, dated January 27, 2025 (the "Prospectus"), relating to the Registration Statement on Form S-1 (File No. 333-284141), as amended, filed with the Securities and Exchange Commission on January 28, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended. These descriptions of the Articles of Incorporation and the Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Articles of Incorporation and the Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On January 29, 2025, the Company completed the initial public offering (the "IPO") of 26,086,958 shares of its common stock, no par value ("Common Stock"), at a price to the public of $20.00 per share (the "IPO Price"), 13,043,479 shares of which were sold by the Company and 13,043,479 shares of which were sold by the Company's sole shareholder (the "Selling Shareholder"). The Selling Shareholder has granted the underwriters in the offering an option for 30 days from the date of the Prospectus to purchase up to 3,913,042 additional shares of Common Stock at the IPO Price. The net proceeds to the Company from the IPO were approximately $234.1 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company did not receive any proceeds from the sale of shares of Common Stock in the IPO by the Selling Shareholder. As described in the Prospectus, in connection with the IPO, the Company's board of directors and its shareholder approved the Smithfield Foods, Inc. Omnibus Incentive Plan (the "Incentive Plan") and the Smithfield Foods, Inc. Employee Stock Purchase Plan (the "ESPP") and reserved under those plans a number of shares equal to, respectively, 5.0% and 0.5% of the outstanding shares of the Company immediately following the IPO corresponding to 19,655,635 shares and 1,965,563 shares. For further information regarding the Incentive Plan and the ESPP, see "Executive and Director CompensationFuture Compensation ProgramsSmithfield Omnibus Incentive Plan" and "Smithfield Employee Stock Purchase Plan" in the Prospectus.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation of Smithfield Foods, Inc., effective as of January 29, 2025. 3.2 Amended and Restated Bylaws of Smithfield Foods, Inc., effective as of January 29, 2025. 10.1 S mithfield Foods, Inc. Omnibus Incentive Plan. 10.2 S m ithfield Foods , Inc. Employee Stock Purchase Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). ___________ Compensatory arrangements for director(s) and/or executive officer(s).

SIGNATURES

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 hereunto duly authorized. SMITHFIELD FOODS, INC. Date: January 29, 2025 By: /s/ C. Shane Smith C. Shane Smith Chief Executive Officer

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