UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
Amendment No. 17
Tender Offer/Rights Offering Notification Form
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) | ☐ |
| Securities Act Rule 802 (Exchange Offer) | ☒ |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | ☐ |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | ☐ |
| Exchange Act Rule 14e-2(d) (Subject Company Response) | ☐ |
BRF S.A.
(Name of Subject Company)
Not Applicable
(Translation of Subject Company’s Name into English (if applicable))
Federative Republic of Brazil
(Jurisdiction of Subject Company’s Incorporation or Organization)
Marfrig Global Foods S.A.
(Name of Person(s) Furnishing Form)
Common Shares and American Depositary Shares,
representing common shares of BRF S.A.
(Title of Class of Subject Securities)
10552T107
(CUSIP Number of Class of Securities (if applicable))
BRF S.A.
Attn: Fabio Luis Mendes Mariano
Chief Financial and Investor Relations Officer
14401 Av. das Nações Unidas, 22nd Floor,
São Paulo, 04730 090, Brazil
+55 (11) 2322-5377
(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
N/A
(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
| (a) | The following document is attached hereto as an exhibit to this form: |
1
| * | Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission. |
| (b) | Not applicable. |
Item 2. Informational Legends
Included in document attached hereto as Exhibit 99.1.
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PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
| (1) | The following document is attached hereto as an exhibit to this form: |
| Exhibit No. | Description | |
| 99.7* | Investors’ presentation made available to investors in Brazil by Marfrig and BRF on May 16, 2025 |
| * | Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission. |
| (2) | Not Applicable. |
| (3) | Not Applicable. |
PART III - CONSENT TO SERVICE OF PROCESS
| (1) | Form F-X filed concurrently with the Securities and Exchange Commission on May 16, 2025. |
| (2) | Not Applicable. |
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PART IV - SIGNATURES
After due 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.
| Marfrig Global Foods S.A. | ||
| Dated: September 19, 2025 | By: | /s/ Rui Mendonça Junior |
| Name: | Rui Mendonça Junior | |
| Title: | Chief Executive Officer | |
| By: | /s/ Tang David | |
| Name: | Tang David | |
| Title: | Chief Financial Officer | |
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Exhibit 99.61
This business combination involves the securities of a Brazilian company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

BRF S.A.
Publicly Traded Company
CNPJ/MF No. 01.838.723/0001-27
NIRE 42.300.034.240
NOTICE TO THE MARKET
Cancellation of Treasury Shares
BRF S.A. (“BRF” or “Company”) informs that, at a meeting held on this date, the Company’s Board of Directors approved, pursuant to Article 23, item (xi), of the Bylaws, as well as item 3.6 of the “Plan of Merger of Shares Issued by BRF S.A. by Marfrig Global Foods S.A.”, entered into on May 15, 2025, as amended on May 26, 2025 (“Merger of Shares”), the cancellation of all of the 90,280,787 common shares issued by the Company held in treasury on this date, which were acquired in the Share Buyback Programs previously approved by the Board of Directors and by virtue of the exercise of the right of withdrawal by shareholders of the Company as a result of the approval of the Merger of Shares, without a reduction of share capital.
As a result of the approved cancellation of shares, the Company’s capital stock is now divided into 1,592,192,459 common shares, all registered, book-entry and without par value. The amendment to Article 5 of the Company’s Bylaws, to reflect the new numbers of shares will be done in due course.
The Board of Directors also approved, at the same meeting, (i) the submission of a request to the Brazilian Securities and Exchange Commission (CVM) for the conversion of the Company’s registration as a publicly-held company from a category “A” issuer to a category “B” issuer, pursuant to CVM Resolution 80/2022; (ii) the request to delist its American Depositary Receipts from the New York Stock Exchange (NYSE); and (iii) the request to suspend the Company’s reporting obligations before the Securities and Exchange Commission (SEC), in all cases subject to the closing of the Merger of Shares, which is scheduled to occur on September 22, 2025.
The Company will keep its respective shareholders and the market informed about the development of the Merger of Shares and other matters hereunder.
São Paulo, September 18, 2025.
| BRF S.A. |
| Fábio Luis Mendes Mariano Chief Financial and Investor Relations Officer |
Exhibit 99.62
This business combination involves the securities of a Brazilian company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.
BRF S.A.
Publicly Traded Company
CNPJ/MF No. 01.838.723/0001-27
NIRE 42.300.034.240
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON SEPTEMBER 18, 2025
| 1 | DATE, TIME AND PLACE: Held on September 18, 2025, at 9 a.m., at the office of BRF S.A. (“Company” or “BRF”), located at Avenida das Nações Unidas, nº 14.401, 25th floor, Chácara Santo Antônio, CEP 04794-000, City of São Paulo, State of São Paulo, and via videoconference. |
| 2 | CALL AND ATTENDANCE: The call was waived due to the presence of all the members of the Company’s board of directors (“Board of Directors”), namely, Mr. Marcos Antonio Molina dos Santos, Ms. Marcia Aparecida Pascoal Marçal dos Santos, Mr. Sergio Agapito Lires Rial, Mr. Marcos Fernando Marçal dos Santos, Ms. Flávia Maria Bittencourt, Mr. Augusto Marques da Cruz Filho, Mr. Eduardo Augusto Rocha Pocetti, Mr. Pedro de Camargo Neto and Mr. Márcio Hamilton Ferreira. |
| 3 | PRESIDING BOARD: President: Marcos Antonio Molina dos Santos; Secretary: Mr. Heraldo Geres. |
| 4 | AGENDA: To discuss and resolve on: (i) the cancellation of all 90,280,787 common shares issued by the Company existing in treasury on this date, which were acquired in the Buyback Programs previously approved by the Board of Directors and by virtue of the exercise of the right of withdrawal by the Company’s shareholders as a result of the approval of the merger of shares issued by the Company by Marfrig Global Foods S.A. (“Marfrig”), pursuant to the “Plan of Merger of Shares Issued by BRF S.A. by Marfrig Global Foods S.A.”, entered into on May 15, 2025, as amended on May 26, 2025 (“Plan of Merger” and “Merger of Shares”, respectively), by the Company’s Extraordinary General Meeting held on August 5, 2025 (“Meeting”); (ii) the request for the conversion of the Company’s registration with the Brazilian Securities and Exchange Commission (“CVM”) from a category “A” to a category “B” issuer of securities, pursuant to Article 11 of CVM Resolution No. 80/2022, subject to the closing of the Merger of Shares, which is expected to occur on September 22, 2025; (iii) the request for delisting of the American Depositary Receipts from the New York Stock Exchange (“NYSE”), subject to the closing of the Merger of Shares, which is expected to occur on September 22, 2025; (iv) the request for suspension of the Company’s reporting obligations before the Securities Exchange Commission (“SEC”), subject to the closing of the Merger of Shares, which is expected to occur on September 22, 2025; and (v) the authorization for the Company’s board of executive officers to take all measures and perform all acts necessary for the accomplishment and implementation of the above matters. |
| 5 | RESOLUTIONS: After analysis, examination and discussion of the matters set out in the agenda, the members of the Board of Directors, by unanimous vote and without any restrictions: |
| (i) | approved the drafting of these minutes in the form of a summary; |
| (ii) | approved, as provided for in Article 23, item (xi), of the Bylaws, as well as in item 3.6 of the Plan of Merger, the cancellation of all 90,280,787 common shares issued by the Company existing in treasury on this date, which were acquired in the Buyback Programs previously approved by the Board of Directors and by virtue of the exercise of the right of withdrawal by shareholders of the Company as a result of the approval of the ICorporation, without reduction of the share capital. As a result of the approved cancellation of shares, the Company’s capital stock is now divided into 1,592,192,459 common shares, all registered, book-entry and without par value. The amendment to Article 5 of the Company’s Bylaws, to reflect the cancellation of shares hereby approved, shall be resolved at an extraordinary general meeting to be held in due course; |
| (iii) | approved, pursuant to Article 11 of CVM Resolution No. 80/2022, the submission of the request for conversion of the Company’s registration with the CVM as an issuer of category “A” securities to category “B”, subject to the closing of the Merger of Shares, which is expected to occur on September 22, 2025; |
| (iv) | approved the filing of the request for delisting from the NYSE of the ADRs, subject to the closing of the Merger of Shares, which is expected to occur on September 22, 2025; |
| (v) | approved the filing of the request for interruption of the Company’s reporting obligations before the SEC, subject to the advent of the Closing Date of the Stock Merger, subject to the closing of the Merger of Shares, which is expected to occur on September 22, 2025; and |
| (vi) | authorized the Company’s Board of executive officers to take all measures and perform all acts necessary for the accomplishment and implementation of the matters hereby approved, as well as the ratification of all acts previously performed within the limits of the resolutions taken at this meeting of the Board of Directors and for the purposes contained in the matters hereby approved. |
| 6 | CLOSURE: There being no further business to be discussed, the meeting was adjourned, and these minutes were drawn up, which were read, approved and signed by the Board and by all members of the Board of Directors present. |
São Paulo, September 18, 2025.
I certify that the text above is a true copy of the minutes drawn up in the Book of Minutes of the Ordinary and Extraordinary Meetings of the Company’s Board of Directors.
____________________/s/ Heraldo Gerês_________________________
Heraldo Gerês
Secretary