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Item 9A. Controls and Procedures

2025-02-13 compared with 2024-02-27 · 29 added, 31 removed, 129 unchanged (32% of the section changed)

3 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023.

Based on that evaluation and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer, concluded that, as of December 29, 2024, the Company’s disclosure controls and procedures were effective.

1 unchanged sentence

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended December 29, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

During 2024, the Company will begin the first phase of a multi-year implementation of an enterprise resource planning (“ERP”) system.

The implementation is not expected to materially affect our internal control over financial reporting.

During 2024, the Company completed the first phase of a multi-year implementation of an enterprise resource planning (“ERP”) system.

The implementation did not and is not expected to materially affect our internal control over financial reporting.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management’s Report on Internal Control over Financial Reporting

14 unchanged sentences

We have adopted a Code of Business Conduct and Ethics, which applies to all employees, including our Chief Executive Officer and our Chief Financial Officer and Principal Accounting Officer.

The full text of our Code of Business Conduct and Ethics is published on our website, at www.pilgrims.com, under the “Investors-Corporate Governance” caption.

The full text of our Code of Business Conduct and Ethics is published on our website, at www.ir.pilgrims.com, under the “Corporate Governance-Documents & Charters” caption.

We intend to disclose, if required, future amendments to, or waivers from, certain provisions of this Code on our website within four business days following the date of such amendment or waiver.

We have adopted an Insider Trading Policy, which applies to all directors, officers, and designated employees, including our Chief Executive Officer and our Chief Financial Officer and Principal Accounting Officer, as well as their family members or other persons with whom they have a relationship with who are subject to this policy and entities under their control.

We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company.

This policy is included in Exhibit 19 to this Annual Report on Form 10-K.

The other information required by Item 10 is incorporated by reference herein from the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed no later than 120 days after the close of the fiscal year covered by this report, which sections are incorporated herein by reference.

15 unchanged sentences

The other information required by Item 12 is incorporated by reference herein from the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed no later than 120 days after the close of the fiscal year covered by this report, which sections are incorporated herein by reference.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain Relationships and Related Transactions, and Director Independence

1 unchanged sentence

Principal Accounting Fees and Services

Our independent registered public accounting firm is KPMG LLP , Denver, CO , Auditor Firm ID:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our independent registered public accounting firm is KPMG LLP , Kansas City, MO , Auditor Firm ID:

The information required by Item 14 is incorporated by reference herein from the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed no later than 120 days after the close of the fiscal year covered by this report, which sections are incorporated herein by reference.

7 unchanged sentences

(incorporated by reference from Exhibit 3.1 of the Company's Current Form 8-K (No.

001-09273) filed on May 3, 2021).

001-09273) filed on December 30, 2024 ) .

3.2 Amended and Restated Corporate Bylaws of the Company.

(incorporated by reference from Exhibit 3.2 of the Company's Current Form 8-K (No.

001-09273) filed on May 3, 2021).

001-09273) filed on December 30, 2024 ).

4.1 Stockholders Agreement dated December 28, 2009 between the Company and JBS USA Holding Lux, S.à.r.l., formerly known as JBS USA Holdings, LLC, as amended (incorporated by reference from Exhibit 3.3 to the Company’s Form 8-A (No.

2 unchanged sentences

001-09273) filed on December 29, 2009).

4.3 Indenture dated as of September 29, 2017 among the Company, Pilgrim’s Pride Corporation of West Virginia, Inc., Gold’n Plump Poultry, LLC, Gold’n Plump Farms, LLC, JFC LLC and U.S.

Bank National Association, as Trustee (incorporated by reference from Exhibit 4.2 of the Company’s Current Report on Form 8-K (No.

001-09273) filed on October 3, 2017).

4.4 Form of Senior 5.875% Note due 2027 (included in Exhibit 4.3).

4.3 Indenture dated as of April 8, 2021 among the Company, Pilgrim’s Pride Corporation of West Virginia, Inc., Gold’n Plump Poultry, LLC, Gold’n Plump Farms, LLC, JFC LLC and Regions Bank, as Trustee (incorporated by reference from Exhibit 4.1 of the Company’s Current Report on Form 8-K (No.

9 unchanged sentences

001-09273) filed on September 26, 2022).

4.10 Indenture dated as of April 19, 2023, among the Company, the Guarantors and Regions Bank, as Trustee (incorporated by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K (No.

001-02973) filed on April 19, 2023).

4.11 First Supplemental Indenture dated as of April 19, 2023, among the Company, the Guarantors and the Trustee (incorporated by reference from Exhibit 4.2 of the Company's Current Report on Form 8-K (No.

001-02973) filed on April 19, 2023).

4.12 F orm of Senior 6.25 % Note due 2033 (included in Exhibit 4.11).

4.13 Second Supplemental Indenture, dated as of October 12, 2023, between the Company and Regions Bank, as trustee (incorporated by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K (No.

001-02973) filed on October 13, 2023).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F orm of Senior 6.875% Note due 2034 (included in Exhibit 4.13).

10.1 Pilgrim’s Pride Corporation Long Term Incentive Plan (incorporated by reference from Exhibit 10.2 of the Company’s Current Report on Form 8-K (No.

2 unchanged sentences

001-09273) filed on September 10, 2012).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.3 Multicurrency Revolving Facility Agreement, dated as of June 24, 2022, by and among Moy Park Holdings (Europe) Limited and other Pilgrim's subsidiaries, the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on July 28, 2022).

10.4 Revolving Line of Credit Agreement, dated as of December 14, 2018, by and among Banco del Bajío, Sociedad Anónima, Institución de Banca Múltiple as lender, Avícola Pilgrim’s Pride de México, Sociedad Anónima de Capital Variable as borrower, and Comercializadora de Carnes de México, Sociedad de Responsabilidad Limitada de Capital Variable, Pilgrim’s Pride, Sociedad de Responsabilidad Limitada de Capital Variable, and Pilgrim’s Operaciones Laguna, Sociedad de Responsabilidad Limitada de Capital Variable, as guarantors (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K (No.

001-09273) filed on December 20, 2018).

10.3 2019 Pilgrim’s Pride Corporation Long-Term Incentive Plan (incorporated by reference from Exhibit 10.14 of the Company’s Annual Report on Form 10-K filed on February 21, 2020).†

10.6 Fifth Amended and Restated Credit Agreement, dated as of August 9, 2021, by and among Pilgrim’s Pride Corporation, certain of its subsidiaries, CoBank, ACB, as administrative agent and collateral agent, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K (No.

001-09273) filed on August 11, 2021, as amended on August 16, 2021).

10.4 Form of Stock Award Agreement under the Pilgrim’s Pride Corporation Long Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2021).†

10.8 Indenture dated as of April 19, 2023, among the Company, the Guarantors and Regions Bank, as Trustee (incorporated by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K (No.

001-02973) filed on April 19, 2023).

10.9 First Supplemental Indenture dated as of April 19, 2023, among the Company, the Guarantors and the Trustee (incorporated by reference from Exhibit 4.2 of the Company's Current Report on Form 8-K (No.

001-02973) filed on April 19, 2023).

10.10 First Amendment to the Fifth Amended and Restated Credit Agreement, dated as of June 21, 2023, by and among Pilgrim's Pride Corporation, certain of its subsidiaries, CoBank ACB, as administrative agent and collateral agent, and the other lenders party thereto (incorporated by reference from Exhibit 4.3 of the Company's Quarterly Report on Form 10-Q (No.

001-02973) filed on July 27, 2023).

10.5 Multicurrency Revolving Facility Agreement, dated as of June 24, 2022, by and among Moy Park Holdings (Europe) Limited and other Pilgrim's subsidiaries, the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on July 28, 2022).

10.6 Revolving Syndicated Facility Agreement, dated as of October 4, 2023, by and among Pilgrim’s Pride Corporation, certain of its subsidiaries, CoBank, ACB, as administrative agent and the other lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company's Current Report on Form 8-K (No.

001-02973) filed on October 10, 2023).

10.12 Second Supplemental Indenture, dated as of October 12, 2023, between the Company and Regions Bank, as trustee (incorporated by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K (No.

001-02973) filed on October 13, 2023).

10.7 Revolving Line of Credit Agreement, dated as of August 15, 2023, by and among BBVA México as lender, and Pilgrim’s Pride, Sociedad de Responsabilidad Limitada de Capital Variable, as borrower (incorporated by reference from Exhibit 4.6 of the Company’s Quarterly Report on Form 10-Q (No.

001-02973) filed on October 26, 2023).

10.8 Tax Sharing Agreement by and among JBS USA Food Company Holdings and Pilgrim’s Pride Corporation, dated as of December 30, 2024 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2024).

19 Insider Trading Policy.

21 Subsidiaries of Registrant.*

22.1 List of Guarantor Subsidiaries.*

22.1 Lis t of Guarantor Subsidiaries.*

23.1 Consent of KPMG LLP.*

3 unchanged sentences

32.2 Certification of Principal Financial Officer of Pilgrim’s Pride Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

97 Clawback Policy.**

97 Clawback Policy (incorporated by reference from Exhibit 97 of the Company’s Annual Report on Form 10-K filed on February 27, 2024).

101.INS Inline XBRL Instance Document

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

101.SCH Inline XBRL Taxonomy Extension Schema

3 unchanged sentences

101.PRE Inline XBRL Taxonomy Extension Presentation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

35 unchanged sentences

Andre Nogueira de Souza

/s/ Joanita Maria Maestri Karoleski Director February 12, 2025

Joanita Maria Maestri Karoleski

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures