FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

dated July 31, 2024

Commission File Number 1-15148

BRF S.A.
(Exact Name as Specified in its Charter)

N/A
    (Translation of Registrant’s Name)

14401 AV. DAS NACOES UNIDAS 22ND FLOOR
CHAC SANTO ANTONIO 04730 090-São Paulo – SP, Brazil
    (Address of principal executive offices) (Zip code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x   Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):                   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):                   

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o   No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

 

 

 

 
 

 

*             *             *

This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance.  These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements.  You are cautioned not to put undue reliance on such forward-looking statements.  The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements.  The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.

 

 

 

 
 

 

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, thereunto duly authorized.

Date: July 31, 2024  
   
  BRF S.A.
   
   
  By: /s/ Fabio Luis Mendes Mariano
    Name:  Fabio Luis Mendes Mariano
    Title:

Chief Financial and Investor Relations Officer

 

 

 

 

 

 
 

 

 

EXHIBIT INDEX

Exhibit

Description of Exhibit

 

1 ANNOUNCEMENT OF RELATED PARTY TRANSACTION

 

 

 

 

BRF S.A.

Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 16269-2

 

ANNOUNCEMENT OF RELATED PARTY TRANSACTION

 

BRF S.A. ("BRF" or "Company") (B3: BRFS3; NYSE: BRFS), in accordance with item XXXII of article 33 of CVM Resolution No. 80/2022, hereby informs its shareholders and the market in general of the following related party transaction:

 

Related Party Names

 

BRF S.A. and Marfrig Global Foods S.A. ("Marfrig").

Relationship with the Company

 

Marfrig is BRF's controlling shareholder.
Date of the Transaction July 26, 2024.
Object, Main Terms and Conditions of the Transaction BRF and Marfrig entered into an agreement for the acquisition by BRF of R$113,000,000.00 (one hundred and thirteen million reais) in ICMS credits calculated in the state of São Paulo (“ICMS/SP Credits”) held by Marfrig. The ICMS/SP Credits will be used by BRF to offset ICMS debts generated by the Company in the State. On July 20, 2024, the transaction was completed using the first tranche of ICMS/SP Credits and, on July 26, 2024, BRF paid Marfrig the amount corresponding to R$ 23,000,000.00 (twenty-three million reais). The balance is due to be paid by September 30, 2024.

Reasons why the Company's management deems the transaction to be equitable

 

The Company's management considers that the acquisition of ICMS/SP Credits is equitable and in the interest of BRF, since (i) the amount of the discount to be paid by the Company in relation to the ICMS/SP Credits was fixed taking into account the volume of credits made available to BRF and is related to negotiations between BRF and other companies that generate ICMS/SP Credits; (ii) the execution of the transaction with Marfrig allows the Company to immediately use the ICMS/SP Credits acquired, thus promoting the reduction of the amount of cash to be spent monthly by BRF.
Eventual involvement of the counterparty, its partners or administrators in the Company's decision process regarding the Transaction or negotiation of the Transaction as representatives of the Company, describing these involvements There was no participation by Marfrig or its managers in BRF's decision-making regarding the acquisition of ICMS/SP Credits, nor did such persons participate in the negotiation of the transaction as representatives of BRF.

 

 

São Paulo, July 31, 2024.

 

Fabio Luis Mendes Mariano

Chief Financial and Investor Relations Officer