What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-12 compared with 2025-02-13 · 165 added, 148 removed, 426 unchanged (42% of the section changed)

11 unchanged sentences

Any reference we make to a particular year applies to our fiscal year and not the calendar year.

Fiscal year 2024 was a 52-week fiscal year and fiscal year 2023 was a 53-week fiscal year.

Fiscal years 2025 and 2024 were both 52-week fiscal years.

Global Economic Conditions

During 2024, global inflation levels declined, but remained above historical averages.

region saw a continued decrease in inflation rate and flat demand, leading to cost recovery for our business and stabilizing prices for customers, though labor costs continue to be a challenge for our Europe operations.

We have and will continue to invest in our people and implement supply chain solutions to mitigate global economic impacts in our Europe operations.

The Russia-Ukraine war's impact on the global feed ingredient and energy markets is currently less pronounced though there remain many risks and uncertainties that may impact global markets.

In Mexico, inflation remains high and the peso weakened further against the U.S.

dollar in the fourth quarter of 2024.

Mexico remains a relatively volatile market given overall business seasonality.

We have responded to these challenges by continuing negotiations with customers to mitigate the impact of extraordinary costs we have experienced.

Our business is subject to global inflationary trends.

consumer price index inflation rose 2.7% in the twelve months ended December 2025.

The fluctuations were driven by policy changes, supply chain dynamics, and consumer spending behavior.

consumer price index inflation rose 3.6% in the twelve months ended December 2025, driven by increases in alcohol and tobacco and transportation costs, as well as smaller increases in food and restaurant prices.

region saw a slight decrease in the year-over-year inflation rate to 2.0% for the twelve months ended December 2025, primarily driven by decreased energy prices, offset by rising food prices.

The Russia-Ukraine war's impact on the global feed ingredient and energy markets continues to be less pronounced than during the initial onset of the war, but there remain many risks and uncertainties that may impact global markets.

Mexico consumer price index inflation declined to 3.7% in the twelve months ended December 2025 partially driven by decreases in fresh agricultural prices and energy, partially offset by increases in services, such as restaurants and food services, as well as, prepared food prices and food, beverages, and tobacco prices.

The British pound strengthened against the U.S.

dollar during 2025.

The Mexican peso weakened against the U.S.

dollar during 2025, but future trends will be impacted by economic uncertainties in Mexico and with their primary trading partners, such as the U.S.

We are monitoring changes in tariffs and trade policies both in the U.S.

and throughout other countries where we operate and do business.

Changes to these policies may impact our export sales and international operations.

business is primarily characterized with inputs being made in country and our products being sold in country, demonstrated by our export sales from the U.S.

accounting for less than 3% of our total net sales.

The impact of trade policy changes is uncertain and evolving;

however, we do not anticipate material impacts to our results of operations.

We will continue to monitor potential impacts and take mitigation actions as necessary.

We generally respond to these challenges in global economic conditions through discussions with customers to mitigate the impact of extraordinary costs we experience.

We also continue to focus on operational initiatives that aim to deliver labor efficiencies, better agricultural performance and improved yields.

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and Mexico segments use corn and soybean meal as the main ingredients for feed production, while our Europe segment uses wheat, soybean meal and barley as the main ingredients for feed production.

During 2024, the global price of corn, measured at U.S.

dollars per metric ton, maintained lower prices at an average of about 30% below prior year prices, per the International Monetary Fund as reported by the St.

Louis Fed research center.

Towards the end of 2024, corn prices ticked upwards and ended the year about 4% lower than the prior year.

Global wheat prices at the end of 2024 were about 14% lower than the prior year ending prices.

Good growing conditions and lower demand led to the decrease in corn prices, while wheat prices fluctuated more throughout 2024.

Soybean prices were lower than 2023 due to better growing conditions and lower demand.

During 2025, the global prices of corn, soybean, and wheat decreased modestly relative to 2024 prices, reflecting an increase in production and elevated stocks.

Demand for these grains increased in 2025 compared to 2024 levels, however supply outpaced demand resulting in slightly lower prices and higher ending stocks.

Soybean Meal (a)

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During 2025, U.S.

commodity market prices for chicken products trended in line with historical averages to begin the year, but saw stronger seasonal increases in mid-first quarter as industry production declined relative to the prior year levels and domestic demand growth absorbed produced volumes and eroded cold storage inventories.

Supply rebounded with growth in the second quarter, however, hatchability and broiler mortality headwinds inhibited more substantial production increases.

Although broiler production grew, robust retail and foodservice demand growth absorbed production at a rate sufficient to maintain market prices above the five-year historical average throughout the remainder of 2024.

commodity market prices for chicken products moderated slightly compared to elevated levels in 2024, reflecting a combination of factors, such as increased broiler production, improved supply chain stability, and normalization of consumer demand following inflation-driven protein substitution in prior periods.

The USDA’s January 2026 World Agriculture Supply and Demand Estimate (“WASDE”) report indicates broiler production growth in 2025, supported by increased placements and improved feed conversion ratios, which increased available supply relative to demand.

The incremental supply reduced pricing pressure seen in 2024, when supply was tighter and feed costs were slightly elevated.

commodity market prices throughout 2026 will be impacted by the evolution of foodservice, retail, and export meat demand, influenced by factors such as government regulation, spread of avian influenza cases both domestically and abroad, evolution of the general economy, and overall protein supply.

During 2025, the U.K.

chicken market saw an increase in labor costs due to the national living wages change in April 2024.

chicken market prices remained elevated compared to 2024 levels, yet stable, reflecting a balance between strong domestic consumption, increased domestic production, and easing input cost pressures.

Supply increased in 2025 due to higher average live weights and higher slaughter numbers, but pricing remained firm due to increased labor costs and animal welfare costs.

Through customer contracts and additional negotiations, we have offset the majority of these cost increases.

Partially offsetting the labor and animal welfare costs was an easing of feed costs in 2025 relative to 2024.

Due to increased competition with the U.K.

egg market, there has been an increase in costs to retain growers, while feed costs have decreased throughout the year.

egg market, there continues to be an increase in costs to retain growers.

We continue to focus on managing costs, including labor and yield efficiencies, agricultural performance and increasing operational efficiencies through investments in capital projects.

Commodity prices for chicken in Mexico ended 2024 above prior-year prices despite incremental decreases throughout the second half of the year.

Mexico grain prices decreased from prior year levels.

market prices for pork products have followed an upward trend from 2022, albeit at a slower rate throughout 2024.

During the year, the U.K.

market price for a pig has fallen slowly in line with a general reduction in input prices as well as market pressure from Europe.

pig farming became profitable in the second quarter of 2023 and has remained profitable since.

prices for prepared foods have increased from inflationary pressures.

Commodity prices for chicken in Mexico in 2025 averaged above prior-year prices, driven by strong consumer demand and the viability of chicken as the most affordable animal protein option.

While Mexico’s poultry production increased in 2025 relative to 2024 levels, demand outpaced supply.

Feed costs decreased in 2025 relative to 2024, but these cost savings were partially offset by increases in supply chain and labor costs.

market prices for pork products in 2025 remained elevated relative to historical averages, continuing an upward trend from 2022, despite higher production volumes and easing of market pressures from EU price movements.

Production increases in 2025 were driven by heavier carcass weights and higher slaughter numbers, while breeding herd constraints and increased exports limited oversupply in the U.K.

prices for prepared foods have increased due to inflationary pressures.

We continue to focus on partnering with our Key Customers and increasing operational efficiency.

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We believe sustainability involves continuously improving social responsibility, economic viability, and environmental stewardship.

We are committed to helping society meet the global challenge of feeding a growing population in a responsible matter.

We are committed to helping society meet the global challenge of feeding a growing population in a responsible manner.

Environmental Stewardship .

We are focused on improving the efficiency of our operations and supporting producers to reduce our environmental footprint.

In support of this initiative in April 2021, we issued $1.0 billion of sustainability-linked bonds, which require us to reduce our Scope 1 and 2 global greenhouse gas emissions intensity of 17.7% by 2025 and by 30.0% by 2030 from our 2019 baseline.

In support of this initiative, in April 2021, we issued $1.0 billion of sustainability-linked bonds, which require us to reduce our Scope 1 and Scope 2 global greenhouse gas emissions intensity of 17.7% by 2025 and by

30.0% by 2030 from our 2019 baseline.

To that end, we have invested in a variety of equipment, implemented operating procedures, and enhanced reporting systems to identify opportunities and drive further emission reduction opportunities.

Social Responsibility .

Safety of our team members is a condition at Pilgrim’s.

Safety of our team members is a core value at Pilgrim’s.

The physical health and mental well-being of our workforce continues to be a top priority for our business.

As such, we implemented hundreds of safety measures within our facilities and constantly evolve our operations as needed.

To support the communities where our team members live and work, we have committed $20 million in funding for local projects focused on alleviating food insecurity and strengthening

long-term community infrastructure through our Hometown Strong initiative.

As such, we implemented hundreds of safety measures within our facilities and continue to evolve our operations as needed.

To support the communities where our team members live and work, we have committed $20 million in funding for local projects focused on alleviating food insecurity and strengthening long-term community infrastructure through our Hometown Strong initiative.

To date, we have approved over $15 million for these areas.

We also continue to build on Hometown Strong through our Better Futures program, which provides team member and their dependents in tuition free, higher education program, to improve their skills and career opportunities.

The program has been exceptionally well received as we have over 2,100 participants since inception.

We also continue to build on Hometown Strong through our Better Futures program, which provides team members and their dependents in tuition free, higher education program, to improve their skills and career opportunities.

The program has been exceptionally well received, as we have over 2,200 participants since its inception.

Finally, ensuring the well-being of animals under our care is an uncompromising commitment at Pilgrim’s.

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This process is further reinforced by a series of key performance indicators to evaluate and monitor progress.

These performance indicators are linked with compensation for both senior executive and plant level personnel.

As part of our business management processes, progress against these metrics is reviewed at least monthly and evaluated by external agencies to assess progress against industry peers.

These performance indicators are linked to compensation for both senior executives and plant-level personnel.

As part of our business management processes, progress against these metrics is reviewed at least monthly and evaluated by external agencies to assess progress relative to industry peers.

In addition, the Board of Directors formed a Sustainability Committee to provide oversight and counsel on strategies, policies, and investments to reduce the impact of climate change.

The Sustainability Committee meets on a quarterly basis to monitor progress, provide feedback, and evaluate impact of trends.

The Sustainability Committee meets on a quarterly basis to monitor progress, provide feedback, and evaluate the impact of trends.

Reportable Segments

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2025 Compared to 2024

A significant factor in each of the year-over-year comparisons below in is that our fiscal year 2023 was 53-weeks whereas our fiscal year 2024 was 52-weeks.

Net sales for 2024 increased $516.1 million, or 3.0%, from $17.4 billion generated in 2023 to $17.9 billion generated in 2024.

Net sales for 2025 increased $0.6 billion, or 3.5%, from $17.9 billion generated in 2024 to $18.5 billion generated in 2025.

The following table provides additional information regarding net sales:

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net sales generated in 2025 increased $368.8 million, or 3.5%, from U.S.

net sales generated in 2023 primarily because of an increase in net sales per pound, contributing $739.0 million, or 7.4 percentage points, to the increase in net sales.

This increase in net sales per pound was partially offset by a decrease in sales volume of $136.8 million, or 1.4 percentage points, due to one less week in 2024.

The increase in net sales per pound was primarily driven by higher commodity market pricing for fresh chicken products as compared to prior year across all major cuts.

net sales generated in 2024 primarily because of an increase in sales volume of $365.2 million, or 3.4 percentage points, and a slight increase in net sales per pound of $3.6 million, or 0.1 percentage points.

The increase in sales volume was primarily driven by increased demand for fresh products.

Europe Reportable Segment.

Europe sales generated in 2024 decreased $66.6 million, or 1.3%, from sales generated in 2023 primarily from a decrease in net sales per pound due to the pass-through of lower input costs and a decrease in sales volume of $163.0 million, or 3.1 percentage points, and $48.4 million, or 0.9 percentage points, respectively.

These decreases were partially offset by the favorable impact of foreign currency translation of $144.8 million, or 2.7 percentage points.

Europe sales generated in 2025 increased $242.1 million, or 4.7%, from sales generated in 2024 primarily from a favorable impact of foreign currency translation and an increase in sales volume of $160.1 million, or 3.1 percentage points, and $130.3 million, or 2.5 percentage points, respectively.

These increases were partially offset by a decrease in net sales per pound of $48.3 million, or 0.9 percentage points.

The favorable impact of foreign currency translation was the result of a 3% strengthening of the British pound against the U.S.

The increase in sales volume was primarily driven by increased domestic demand for fresh products.

Mexico Reportable Segment.

Mexico sales generated in 2024 decreased $19.5 million, or 0.9%, from sales generated in 2023 primarily because of the unfavorable impact of foreign currency translation of $62.0 million, or 2.8 percentage points, partially offset by an increase in net sales per pound and an increase in sales volume of $39.3 million, or 1.8 percentage points, and $3.2 million, or 0.1 percentage points, respectively.

Mexico sales generated in 2025 increased $8.3 million, or 0.4%, from sales generated in 2024 primarily from an increase in net sales per pound and an increase in sales volume of $68.7 million, or 3.3 percentage points, and $46.1 million, or 2.2 percentage points, respectively.

These increases in net sales were partially offset by a decrease due to the unfavorable impact of foreign currency translation of $106.5 million, or 5.1 percentage points.

The increases in net sales per pound and sales volume were driven by improved product mix and increased commodity chicken prices.

Sales volumes increased across all sales channels, except live chicken which slightly decreased.

The unfavorable impact of foreign currency translation was due to a 5% weakening of the Mexican peso against the U.S.

The increases in net sales per pound and sales volume were driven by

improved product mix and increased commodity chicken prices.

Sales volumes increased across all sales channel, except live chicken which slightly decreased.

Gross profit.

Gross profit increased by $1.2 billion, or 106.8%, from $1.1 billion generated in 2023 to $2.3 billion generated in 2024.

Gross profit increased by $45.4 million, or 2.0%, from $2.31 billion generated in 2024 to $2.36 billion generated in 2025.

The following tables provide gross profit information:

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Mexico 231,284 (55,724) (19.4) %

Elimination (a)

— 214 (100.0) %

Total gross profit $ 2,358,143 $ 45,376 2.0 %

5 unchanged sentences

Mexico 1,888,672 64,065 3.5 %

Elimination (a)

— (214) (100.0) %

Total cost of sales $ 16,139,410 $ 573,886 3.7 %

(a) Our Consolidated Financial Statements include the accounts of our company and our majority owned subsidiaries.

We eliminate all significant affiliate accounts and transactions upon consolidation.

Reportable Segment.

Cost of sales incurred by our U.S.

operations in 2024 decreased $439.4 million, or 4.6%, from cost of sales incurred by our U.S.

operations in 2025 increased $298.8 million, or 3.3%, from cost of sales incurred by our U.S.

operations in 2024.

Cost of sales decreased primarily due to decreased cost per pound sold and sales volume of $309.8 million, or 3.3 percentage points, and $129.6 million, or 1.3 percentage points, respectively.

Cost of sales increased primarily due to an increase in sales volume of $311.5 million, or 3.4 percentage points, partially offset by a slight decrease in cost per pound sold of $12.7 million, or 0.1 percentage points.

The increase in sales volume was primarily driven by increased demand of fresh products.

The decrease in cost per pound sold was driven by a reduction in feed ingredients, such as corn and soy, costs in our live operations.

The reduction in live operations costs was partially offset by an increase in labor, incentive compensation, and insurance costs.

The reduction in live operations costs was partially offset by increases in labor, incentive compensation, and grower costs.

Europe Reportable Segment.

Cost of sales incurred by the Europe operations during 2024 decreased $153.5 million, or 3.2%, from cost of sales incurred by the Europe operations during 2023 primarily due to decreases in cost per pound sold and sales volume of $248.7 million, or 5.2 percentage points, and $44.9 million, or 0.9 percentage points, respectively.

These decreases were partially offset by the unfavorable impact of foreign currency translation of $140.1 million, or 2.9 percentage points.

Cost of sales incurred by the Europe operations during 2025 increased $211.0 million, or 4.5%, from cost of sales incurred by the Europe operations during 2024 primarily due to the impact of foreign currency translation and an increase in sales volume of $143.5 million, or 3.1 percentage points, and $118.6 million, or 2.5 percentage points, respectively.

These increases were partially offset by a decrease in cost per pound sold of $51.2 million, or 1.1 percentage points.

The increase in sales volume was partially offset by the unfavorable impact of foreign currency translation of $140.1 million, or 2.9 percentage points.

The decrease in cost per pound was driven by decreased feed ingredients, labor, utilities and other operating costs and from production efficiencies as a result of our restructuring initiatives.

Mexico Reportable Segment.

Cost of sales incurred by the Mexico operations during 2024 decreased $85.1 million, or 4.5%, from cost of sales incurred by the Mexico operations during 2023 primarily because of the favorable impact of foreign currency remeasurement and a decrease in cost per pound sold of $53.6 million, or 2.8 percentage points, and $34.3 million, or 1.8 percentage points, respectively.

These decreases in cost of sales were partially offset by an increase in sales volume of $2.8 million, or 0.1 percentage points.

The favorable impact of foreign currency remeasurement was due to a weakening of the Mexican peso against the U.S.

The decrease in cost per pound sold was driven by a reduction in commodity ingredients costs, partially offset by an increase in employee profit sharing costs due to higher profitability in 2024.

Cost of sales incurred by the Mexico operations during 2025 increased $64.1 million, or 3.5%, from cost of sales incurred by the Mexico operations during 2024 primarily because of an increase in cost per pound sold and an increase in sales volume of $119.2 million, or 6.4 percentage points, and $39.8 million, or 2.2 percentage points, respectively.

These increases were partially offset by the favorable impact of foreign currency translation of $94.9 million, or 5.1 percentage points.

The increase in sales volume was driven by market requirements and product mix and the increase in cost per pound sold was driven by a shift in mix to higher value products, such as prepared foods.

The favorable impact of foreign currency translation was due to a 5% weakening of the Mexican peso against the U.S.

Operating income.

Operating income increased $983.8 million, or 188.4%, from $522.3 million generated for 2023 to $1,506.1 million generated for 2024.

Operating income increased $107.5 million, or 7.1%, from $1.5 billion generated for 2024 to $1.6 billion generated for 2025.

The following tables provide operating income information:

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Mexico 167,738 (55,637) (24.9) %

Eliminations (a)

— 214 (100.0) %

Total operating income $ 1,613,539 $ 107,470 7.1 %

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operations during 2025 increased $9.6 million, or 2.1%, from SG&A expense incurred by the U.S.

operations during 2023 primarily from increases in litigation settlement costs and incentive compensation costs.

operations during 2024 primarily from increases in incentive compensation costs, marketing costs, and professional fees, such as legal defense costs, partially offset by a decrease in litigation settlement costs.

Europe Reportable Segment.

SG&A expense incurred by the Europe operations during 2024 decreased $3.6 million, or 1.8%, from SG&A expense incurred by the Europe operations during 2023 primarily due to decreased labor and employee-related costs.

SG&A expense incurred by the Europe operations during 2025 decreased $9.6 million, or 4.8%, from SG&A expense incurred by the Europe operations during 2024 primarily due to decreased labor and employee-related costs as a result of the restructuring initiatives consolidating backoffice support.

The decreased labor costs were partially offset by an increase from the unfavorable impact of foreign currency translation.

Mexico Reportable Segment.

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Net interest expense .

Consolidated interest expense decreased 46.9% to $88.5 million in 2024 from $166.6 million in 2023.

The decrease in net interest expense resulted primarily from an increase in interest income earned on higher cash balances, a decrease from early extinguishment of debt, and a decrease in interest expense on outstanding borrowings due to decreased borrowings.

The decrease in net interest expense from early extinguishment of debt is due to gross realized gains of $13.8 million recognized on the repurchases of $164.3 million of outstanding principal senior notes during 2024 compared to a loss on early extinguishment of debt of $20.7 million recognized on the repayment of senior notes during 2023.

Consolidated interest expense increased 24.6% to $110.3 million in 2025 from $88.5 million in 2024.

The increase in net interest expense resulted primarily from a decrease in interest income earned on lower cash balances, an increase from early extinguishment of debt from a gain recognized in the prior year, partially offset by a decrease in interest expense on outstanding borrowings due to debt repurchases reducing the outstanding borrowings.

As a percent of net sales, net interest expense in 2025 and 2024 was 0.6% and 0.5%, respectively.

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Our consolidated income tax expense in 2025 was $418.8 million, compared to income tax expense of $325.0 million in 2024.

The increase in income tax expense in 2024 resulted primarily from an increase in pre-tax income during 2024.

The increase in income tax expense in 2025 resulted primarily from an increase in pre-tax income and higher state income tax expense recognized during 2025.

2024 Compared to 2023

12 unchanged sentences

850.0 — 846.0

Mexico Credit Facility (b)

Europe Credit Facility (c)

Mexico BBVA Credit Facility (b)

Mexico Bajio Credit Facility (c)

Europe Credit Facility (d)

202.5 — 202.5

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(b) As of December 28, 2025, the U.S.

dollar-equivalent of the amount available under the Mexico Credit Facility was $54.6 million ($1.1 billion Mexican pesos).

dollar-equivalent of the amount available under the Mexico BBVA Credit Facility was $71.2 million ($1.3 billion Mexican pesos).

dollar-equivalent of the amount available under the Mexico Bajio Credit Facility was $83.8 million ($1.5 billion Mexican pesos).

(d) As of December 28, 2025, the U.S.

dollar-equivalent of the amount available under the Europe Credit Facility was $202.5 million (£150.0 million).

On May 1, 2024, the Pilgrim’s Board of Directors approved a bond repurchase program which authorizes the Company to repurchase up to $200.0 million to buy back our outstanding senior notes.

Under the program, we have repurchased $144.3 million of outstanding principal of the Senior Notes Due 2031 and $20.0 million of the outstanding principal of the Senior Notes due 2033 for an aggregate of $164.3 million.

On March 13, 2025, the Company declared a special dividend of $6.30 per share, to stockholders of record as of April 3, 2025.

On April 17, 2025, the Company paid that special dividend from retained earnings of approximately $1.5 billion.

The Company used cash on hand to fund the special cash dividend.

On July 30, 2025, the Company declared a special dividend of $2.10 per share, to stockholders of record as of August 20, 2025.

The Company paid that special dividend from retained earnings of approximately $500.0 million on September 3, 2025.

The Company used cash on hand to fund the special cash dividend.

On October 30, 2025, we entered into an unsecured credit agreement (the “Mexico Bajio Credit Facility”) with Banco del Bajio as lender.

The loan commitment under the Mexico Bajio Credit Facility is Mex$1.5 billion and can be borrowed on a revolving basis.

Outstanding borrowings under the Mexico Bajio Credit Facility accrue interest at a rate equal to TIIE plus 1.41%.

The Mexico Bajio Credit Facility will be used for general corporate and working capital purposes.

The Mexico Bajio Credit Facility will mature on October 30, 2028.

On December 18, 2025, we extended an unsecured credit agreement (the “Mexico BBVA Credit Facility”) with BBVA as lender.

The loan commitment under the Mexico BBVA Credit Facility is Mex$1.3 billion and can be borrowed on a revolving basis.

Outstanding borrowings under the Mexico BBVA Credit Facility accrue interest at a rate equal to TIIE plus 1.35%.

The Mexico BBVA Credit Facility will be used for general corporate and working capital purposes.

The Mexico BBVA Credit Facility will mature on December 18, 2030.

We expect cash flows from operations, combined with availability under our credit facilities, to provide sufficient liquidity to fund current obligations, projected working capital requirements, maturities of long-term debt and capital spending for at least the next twelve months.

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Items necessary to reconcile from net income to cash flow provided by operating activities included net noncash expenses of $507.8 million for the year ended December 28, 2025.

$11.2 million, loan cost amortization of $5.0 million, accretion of bond discount of $2.5 million, and a $1.8 million gain on property disposals.

Net noncash expense items included $456.2 million of depreciation and amortization, stock-based compensation expense of $29.4 million, deferred income tax expense of $10.0 million, loan cost amortization of $4.9 million, a $3.9 million loss on property disposals, accretion of bond discount of $2.4 million, loss on early extinguishment of debt recognized as a component of interest expense of $0.6 million, and asset impairment of $0.5 million.

Items necessary to reconcile from net income to cash flow provided by operating activities included net noncash expenses of $480.0 million for the year ended December 29, 2024.

Net noncash expense items included $419.9 million of depreciation and amortization, loss on early extinguishment of debt recognized as a component of interest expense of $20.7 million, loan cost amortization of $7.4 million, stock-based compensation expense of $7.2 million, deferred income tax expense of $6.7 million, asset impairment of $4.0 million, and accretion of bond discount of $2.3 million.

Partially offsetting the net noncash expenses was an $6.1 million gain on property disposals.

Other items affecting net noncash expenses were individually immaterial.

Net noncash expense items included $433.6 million of depreciation and amortization, deferred income tax expense of $4.8 million, asset impairment of $28.6 million, stock-based compensation expense of $14.9 million, gain on early extinguishment of debt recognized as a component of interest expense of $11.2 million, loan cost amortization of $5.0 million, accretion of bond discount of $2.5 million, and a $1.8 million gain on property disposals.

Changes in Operating Assets and Liabilities

The change in trade accounts and other receivables, including accounts receivable from related parties, represented a $88.3 million source of cash in 2024.

The change in cash was primarily due to the timing of customer payments and collections of insurance proceeds.

The change in trade accounts and other receivables, including accounts receivable from related parties, represented a $113.1 million use of cash in 2025.

The change in cash was primarily due to the timing of customer payments.

The change in cash was primarily due to an increase in sales volume.

The change in trade accounts and other receivables, including accounts receivable from related parties, represented an $88.3 million source of cash in 2024.

The change in cash was primarily due to the timing of customer payments, and collections of insurance proceeds.

The change in inventories represented a $193.5 million use of cash in 2025.

The change in cash resulted from an increase in our finished goods inventories to meet increased demand.

The change in inventories represented a $134.5 million source of cash in 2024.

The change in cash resulted from a decrease in our finished goods inventories and lower input costs included in inventory values.

The change in inventories represented a $12.6 million source of cash in 2023.

The change in cash resulted from an decrease in our raw materials and work-in-process inventory values.

The change in prepaid expenses and other current assets represented a $44.5 million use of cash in 2025.

This change resulted primarily from an increase in prepaid indirect taxes in our Mexico and Europe reportable segments, and an increase in prepaid grower housing incentives.

The change in prepaid expenses and other current assets represented a $33.3 million use of cash in 2024.

This change resulted primarily from a net increase in the commodity derivatives assets from favorable fair value positions, an increase from short-term available-for-sale investments, and the impact of foreign currency translation.

The change in prepaid expenses and other current assets represented a $17.8 million source of cash in 2023.

This change resulted primarily from a net decrease in the commodity derivatives assets.

Accounts payable and accrued expenses, including accounts payable to related parties, represented a $155.8 million source of cash in 2025.

This change resulted primarily from the increases in litigation settlement and payroll accruals.

Accounts payable and accrued expenses, including accounts payable to related parties, represented a $126.7 million source of cash in 2024.

This change resulted primarily from increases in litigation settlement and incentive compensation accruals.

Accounts payable and accrued expenses, including accounts payable to related parties, represented a $68.7 million use of cash in 2023.

This change resulted primarily from the timing of payments.

The change in income taxes, which includes income taxes receivable, income taxes payable, deferred tax assets, deferred tax liabilities, reserves for uncertain tax positions, and the tax components within accumulated other comprehensive

loss, represented a $35.4 million source of cash in 2025.

This change resulted primarily from the timing of estimated tax payments.

This change resulted primarily from the timing of estimated tax payments and higher profitability in 2024 which increased our income tax payables and reduced income tax receivable.

The change in income taxes, which includes income taxes receivables, income taxes payable, deferred tax assets, deferred tax liabilities, reserves for uncertain tax positions and the tax components within accumulated other comprehensive loss, represented a $8.9 million use of cash in 2023.

This change resulted primarily from the timing of estimated tax payments and lower profitability in 2023.

Cash Flows from Investing Activities December 28, 2025 December 29, 2024

1 unchanged sentence

Acquisitions of property, plant and equipment $ (711.1) $ (476.2)

Proceeds from insurance recoveries — 20.7

Proceeds from property disposals 5.6 15.4

Cash used in investing activities $ (705.5) $ (460.8)

Capital expenditures during the two years were incurred for growth projects, such as the Athens, GA expansion and the South Georgia protein conversion plant, and to improve operational efficiencies, information technology system enhancement projects, and to reduce costs for the years ended December 29, 2024 and December 31, 2023.

Proceeds from property disposals were primarily for the sale of a farm in Mexico and other miscellaneous equipment.

Capital expenditures were incurred primarily for growth projects, projects to improve operational efficiencies, portfolio enhancement projects, such as the conversion of a commodity plant to a plant supporting our U.S.

retail customers, and projects to reduce costs during the year ended December 28, 2025.

Proceeds from property disposals were primarily for a feed mill in the U.S., breeder farm equipment in Mexico, and other miscellaneous equipment.

Cash Flows from Financing Activities December 28, 2025 December 29, 2024

(In millions)

Proceeds from revolving line of credit and long-term borrowings $ — $ 1,768.2

Payments for dividends $ (1,994.3) $ —

Payments on revolving line of credit, long-term borrowings, and finance lease obligations (115.2) (152.1)

Payment of capitalized loan costs — (19.8)

Payment on early extinguishment of debt (0.2) (13.8)

Proceeds from contribution (payment of distribution) of capital under Tax Sharing Agreement with JBS USA Holdings 1.4 (1.6)

Cash provided by (used in) financing activities $ (150.9) $ 116.7

Payments on early extinguishment of debt (2.1) (0.2)

Purchase of noncontrolling interest (1.3) —

Proceeds from contribution of capital under Tax Sharing Agreement with JBS USA Holdings — 1.4

Cash used in financing activities $ (2,113.0) $ (150.9)

Payments for dividends during 2025 are related to the special cash dividends that were paid in April and September 2025.

Payments on revolving line of credit, long-term borrowings, and finance lease obligations and payments on early extinguishment of debt during 2025, are primarily related to open market repurchases of outstanding senior notes.

The repurchase of noncontrolling interest represents cash paid in exchange for equity of a subsidiary that was previously owned by a noncontrolling interest partner.

Payments on revolving line of credit, long-term borrowings and finance lease obligations during 2024 are primarily related to open market repurchases of outstanding senior notes.

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Payments on early extinguishment of debt during 2024 are transaction fees related to the bond repurchases.

Proceeds from revolving line of credit, long-term borrowings and finance lease obligations during 2023 are primarily from the offerings of our 2033 and 2034 Senior Notes as well as borrowings on our U.S.

and Europe Credit Facilities.

Payments on revolving line of credit, long-term borrowings, and finance lease obligations during 2023 are primarily due to the paydown of our term loans and revolving notes on our 2021 U.S.

Credit Facility, the completed tender offer of our 2027 Senior Notes, and repayment of borrowings on our Europe Credit Facility.

The payment of capitalized loan costs during 2023 relates to the offerings of our 2033 and 2034 Senior Notes and the execution of our 2023 U.S.

Credit Facility.

The payment on early extinguishment of debt during 2023 primarily relates to the tender-offer payment of our 2027 Senior Notes.

The distribution of equity under the Tax Sharing Agreement during 2023 is the 2022 distribution of equity that was paid in the first quarter of 2023.

Long-Term Debt and Other Borrowing Arrangements

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We anticipate spending between $900 million and $950 million on the acquisition of property, plant and equipment in 2026.

Capital expenditures will primarily be incurred to grow our operations, improve efficiencies, to reduce costs, and for information technology system enhancement projects.

Capital expenditures will primarily be incurred to grow our operations, to improve efficiencies, to reduce costs, and to sustain our operations.

We expect to fund these capital expenditures with cash flow from operations and cash on hand.

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Pillar II is part of one of the OECD’s most recent initiatives, known as BEPS 2.0, which aims to address tax challenges arising from evolving business models in a globalized economy.

The goal of Pillar II is to establish a global minimum tax system for multinational enterprises (“MNEs”) with annual consolidated revenue exceeding €750 million.

The goal of Pillar II is to establish a global minimum tax system for multinational enterprises (“MNEs”) with annual consolidated revenue exceeding EUR 750 million.

This additional taxation seeks to balance the global allocation of corporate income taxes and ensure that multinational groups pay a minimum effective tax rate of 15% per jurisdiction where they operate.

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However, during the first three years of implementation, transitional rules (Safe Harbor) have been introduced to simplify the calculation of the effective tax rate per jurisdiction, facilitating the adaptation of multinational groups to the new requirements.

As the Group operates in multiple countries that have adopted the global minimum tax as of 2024—including France, Ireland, Luxembourg, Malta, the Netherlands, and the U.K.—the Company has been closely monitoring the potential impacts of these new regulations and, to date, does not anticipate significant material exposure to this tax.

As the Group operates in multiple jurisdictions where the global minimum tax is effective, including France, Ireland, Luxembourg, Malta, the Netherlands, and the United Kingdom, the Company carried out the assessment procedures to analyze the potential impacts arising from these regulations.

Based on the analyses conducted to date, no material tax exposure has been identified as a result of the application of this tax.

Recent Accounting Pronouncements

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Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, inventory, goodwill and other intangible assets, litigation and income taxes.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

The preparation of these financial statements requires us

to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses.

We continually evaluate our estimates, including those related to revenue recognition, inventory, goodwill and other intangible assets, litigation and income taxes.

We base our estimates on historical experience and on various other assumptions, which are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

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While there may be master agreements, the contract is only established when the customer’s order is accepted by us.

We account for a contract, which may be verbal or written, when it is approved and committed by both parties,

the rights of the parties are identified along with payment terms, the contract has commercial substance and collectability is probable.

We account for a contract, which may be verbal or written, when it is approved and committed by both parties, the rights of the parties are identified along with payment terms, the contract has commercial substance and collectability is probable.

We evaluate the transaction for distinct performance obligations, which are the sale of our products to customers.

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The costs associated with breeder sow inventories are accumulated up to the production stage and amortized on a straight-line basis over their productive lives to the estimated residual cull value.

The costs associated with finished poultry products, finished pork products, feed, eggs and other inventories are stated at the lower of cost (average) or net realizable value.

Inventory typically transfers from one stage of production to another at a standard cost, where it accumulates additional cost directly incurred with the production of inventory, including overhead.

The costs associated with finished poultry products, finished pork products, feed, eggs and other inventories are stated at the lower of cost or net realizable value.

Inventory within a production facility typically transfers from one stage of production to another at a standard cost, at which point it accumulates additional cost directly incurred with the production of inventory, including overhead.

The standard cost at which each type of inventory transfers is set by management to reflect the actual costs incurred in the prior steps.

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Generally, we perform an evaluation of whether any lower of cost or net realizable value adjustments are required at the country level based on a number of factors, including:

(1) pools of related inventory, (2) product continuation or discontinuation, (3) estimated market selling prices and (4) expected distribution channels.

(1) pools of related inventory, (2) product continuation or

discontinuation, (3) estimated market selling prices and (4) expected distribution channels.

If actual market conditions or other factors are less favorable than those projected by management, additional inventory adjustments may be required.

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Goodwill is not amortized but is tested for impairment on an annual basis in the fourth quarter of each fiscal year or more frequently if impairment indicators arise.

For goodwill, an impairment loss is recognized for any excess of the carrying

amount of a reporting unit’s goodwill over the implied fair value of that goodwill.

For goodwill, an impairment loss is recognized for any excess of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill.

Management first reviews relevant qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent), that the fair value of a reporting unit is less than the unit’s carrying amount (including goodwill).

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We consider reporting units that have 20% or less excess fair value over carrying amount to have a heightened risk of future goodwill impairment.

In 2022, we reviewed relevant qualitative factors and determined that no indicators of goodwill impairment existed for our Moy Park, Pilgrim’s Food Masters, Pilgrim’s Mexico, and Pilgrim’s U.S.

reporting units.

Our Pilgrim’s U.K.

reporting unit reported goodwill of $2.1 million at December 25, 2022.

These amounts were considered immaterial to warrant quantitative goodwill impairment testing.

In 2023, we experienced (1) an increase in long-term treasury rates that management determined could negatively affect discount rates and (2) continued inflationary pressures impacting primarily our Moy Park and Pilgrim’s Food Masters reporting units that management determined could negatively affect our margins.

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The previous reporting units were Moy Park, Pilgrim's UK, and Pilgrim's Food Masters.

The new reporting units are Fresh Pork/Lamb, Fresh Poultry, Food Service, Meals, and Brands & Snacking.

The new reporting units were Fresh Pork/Lamb, Fresh Poultry, Food Service, Meals, and Brands & Snacking.

As a result of this reorganization, the Company reassigned assets and liabilities to the applicable reporting units and allocated goodwill using the relative net assets approach.

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There was no impairment recognized as a result of these tests.

On July 28, 2025, the Company modified its previous reorganization within its Europe reportable segment.

The previous reporting units were Fresh Pork/Lamb, Fresh Poultry, Food Service, Meals, and Brands & Snacking.

The new 2025 reorganization resulted in one plant moving from Fresh Pork/Lamb into Fresh Poultry and combining Meals and Brands & Snacking into one reporting unit called Added Value.

The resulting reporting units of this reorganization are Fresh Pork/Lamb, Fresh Poultry, Food Service, and Added Value.

As a result of this reorganization, the Company reassigned assets and liabilities to the applicable reporting units and allocated goodwill using the relative net assets approach which is consistent with the reallocation method using in the prior year’s reorganization.

The Company then assessed if the reorganization was a triggering event that required an interim impairment test.

This resulted in an interim impairment test being performed on the Fresh Pork/Lamb reporting unit on both a pre- and post-reorganization basis.

There was no impairment recognized as a result of this test.

As of December 28, 2025, the Company assessed qualitative factors to determine if it was necessary to perform quantitative impairment tests related to the carrying amounts of its goodwill.

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We consider indefinite-life intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of future impairment.

Our 2022 indefinite-life intangible assets impairment analyses did not result in an impairment charge.

In 2023, we experienced an increase in long-term treasury rates that management determined could negatively affect discount rates, which are used in estimating the fair value of the reporting units.

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Based on the outcome of the quantitative tests, management determined that no material impairment existed as of December 28, 2025.

The Company additionally assessed if the Pilgrim’s Europe reorganization indicated that any carrying amounts of its non-goodwill intangible assets might not be recoverable.

The Company additionally assessed if the July 1, 2024 Pilgrim’s Europe reorganization indicated that any carrying amounts of its non-goodwill intangible assets might not be recoverable.

The reorganization did not result in any change in business use for any of the intangible assets and therefore, the Company determined no indicators were present that required us to test the recoverability of the asset group-level carrying amounts of its Europe intangible assets at that date.

The Company additionally assessed if the July 28, 2025 modification to the Pilgrim’s Europe reorganization indicated that any carrying amounts of its non-goodwill intangible assets might not be recoverable.

As of December 28, 2025, the Company assessed qualitative factors to determine if it was necessary to perform quantitative impairment tests related to the carrying amounts of its intangible assets not subject to amortization.

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Under this approach, deferred income taxes reflect the net tax effect of temporary differences between the book and tax bases of recorded assets and liabilities, net operating losses and tax credit carry forwards.

The amount of deferred tax on these temporary differences is determined using the tax rates expected to apply to the period when the asset is realized or the liability is settled, as applicable, based on the tax rates and laws in the respective tax jurisdiction enacted as of the balance sheet date.

jurisdiction enacted as of the balance sheet date.

We recognize potential interest and penalties related to income tax positions as a part of the income tax provision.

Defined Benefit Pension and Other Postretirement Plans.

We sponsor four qualified defined benefit pension plans, two nonqualified defined benefit retirement plans, and one defined benefit postretirement life insurance plan.

We sponsor two qualified defined benefit pension plans, two nonqualified defined benefit retirement plans, and one defined benefit postretirement life insurance plan.

Some of these plans are administered by a board of trustees made up of management within the participating companies and representatives from associated labor groups while others are administered by an investment committee made up of management from the participating company.

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We accumulate and amortize the impact of actuarial gains and losses over future periods.

Our defined benefit pension and other postretirement plans contains uncertainties because it requires management to make assumptions and apply judgments.

Our defined benefit pension and other postretirement plans contain uncertainties because it requires management to make assumptions and apply judgments.

The key assumptions made in developing key estimates include discount rates, expected returns on plan assets, retirement rates, and mortality.

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All other assumptions reflect estimates of future experience and considering relevant historical information, such as credible plan experience, from representative populations and relevant plan characteristics.

The mortality

assumption reflects experience from representative populations, based on the Pri-2012 Private Retirement Plans Mortality Table Report issued by the Society of Actuaries (“SOA”) in October 2019 and the Mortality Improvement Scale MP-2021 Report issued by the SOA in October 2021.

The mortality assumption reflects experience from representative populations, based on the Pri-2012 Private Retirement Plans Mortality Table Report issued by the Society of Actuaries (“SOA”) in October 2019 and the Mortality Improvement Scale MP-2021 Report issued by the SOA in October 2021.

It is reasonable to expect that changes in external factors will result in changes to the assumptions noted above that are used to measure pension obligations and net periodic benefit cost in future periods.

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The termination included settling all outstanding obligations through a combination of lump-sum payouts to participants who elected to receive one and through a purchase of annuities for the participants who did not elect a lump-sum payout.

In order to fund the lump-sum payments and purchases of nonparticipating annuity contracts, all invested assets within each of the two plans was liquidated.

The remaining assets within the two plans at the end of the year represents an excess of the liquidated assets over the amount of outstanding obligations at time of termination.

These assets will be split between an amount transferred to our qualifying 401(k) retirement plan and an amount reverted to the Company less applicable excise taxes in Q1 2025.

In order to fund the lump-sum payments and purchases of nonparticipating annuity contracts, all invested assets within each of the two plans were liquidated.

The remaining assets within the two plans at the end of 2024 represented an excess of the liquidated assets over the amount of outstanding obligations at time of termination.

These assets were split between an amount transferred to our qualifying 401(k) retirement plan and an amount reverted to the Company less applicable excise taxes in Q1 2025.

We evaluated the termination of our LGK and Union Plans to confirm if this transaction met the definition of a settlement as defined under ASC Topic 715 Compensation—Retirement Benefits , which defines a settlement as “a transaction that is an irrevocable action, relieves the employer (or the plan) of primary responsibility for a pension or postretirement obligation, and eliminates significant risks related to the obligation and the assets used to effect the settlement.” The termination of our LGK and Union Plans was an irrevocable action that relieved us from the pension obligations through the payment of lump-sum payouts and nonparticipating annuity purchases using the liquidated assets of the plans.

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Our acquisition accounting methodology contains uncertainties because it requires management to make assumptions and to apply judgment to estimate the fair value of acquired assets and liabilities.

Management estimates the fair value of assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses.

Management estimates the fair value of assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation

techniques, including discounted cash flows and market multiple analyses.

Unanticipated events or circumstances may occur which could affect the accuracy of our fair value estimates, including changes in assumptions regarding industry economic factors and business strategies.

If actual results are materially different than the assumptions used to determine fair value of the assets and liabilities acquired through a business combination, it is possible that adjustments to the carrying values of such assets and liabilities will have an impact on our net earnings.

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Adjusted Net Income

“EBITDA” is defined as the sum of net income (loss) plus interest, taxes, depreciation and amortization.

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(1) foreign currency transaction losses (gains), (2) costs related to litigation settlements, (3) restructuring activities losses, (4) loss on settlement of pension from plan termination, (5) inventory write-down as a result of hurricane, and (6) net income attributable to noncontrolling interest.

“Adjusted Net Income” is calculated by adding to Net Income certain items of expense and deducting from Net Income certain items of income that we believe are not indicative of our ongoing performance consisting of:

items (1) through (6) above and (7) gain on early extinguishment of debt.

EBITDA is presented because it is used by us and we believe it is frequently used by securities analysts, investors and other interested parties, in addition to and not in lieu of results prepared in conformity with U.S.

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Inventory write-down as a result of hurricane — 8,075

Property insurance recoveries — 21,124

Net income attributable to noncontrolling interest 985 785

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Inventory write-down as a result of hurricane — 8,075

Loss (gain) on early extinguishment of debt recognized as a component of interest expense (a)

(11,211) 20,694

Property insurance recoveries — 21,124

Gain on early extinguishment of debt recognized as a component of interest expense (a)

Adjusted net income attributable to Pilgrim’s before tax impact of adjustments 1,283,149 1,355,542

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(a) The gain on early extinguishment of debt recognized as a component of interest expense in 2024 was due to the bond repurchases.

The loss on early extinguishment of debt recognized as a component of interest expense in 2023 was due to the repurchase of the Senior Notes due 2027.

(b) Net tax impact of adjustments represents the tax impact of all adjustments shown above.

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 7. Management’s Discussion and Analysis