J&F Announces Early Results of Exchange Offer for Eldorado’s 8.500% Senior Notes Due 2032 and Receipt of Requisite Consents

SÃO PAULO, Brazil, April 24, 2026 (GLOBE NEWSWIRE) — J&F S.A. (the “Company”) today announced that, in connection with the previously announced offer by its subsidiary J&F Luxembourg Finance S.à r.l. (the “Issuer”) to exchange (the “Exchange Offer”) any and all outstanding 8.500% senior notes due 2032 (the “Existing Eldorado Notes”) issued by Eldorado Intl. Finance GmbH for (1) up to US$500.0 million aggregate principal amount of new senior notes (the “Exchange Notes”) to be issued by the Issuer and guaranteed by the Company, Eldorado Brasil Celulose S.A. (“Eldorado”), LHG Mining Ltda. (“LHG Mining”) and Flora Produtos de Higiene e Limpeza S.A. (“Flora”, and, collectively with the Company, Eldorado and LHG Mining, the “Guarantors”), and (2) cash, and related consent solicitation (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Existing Eldorado Notes (the “Proposed Amendments”), the Issuer has received tenders with respect to the aggregate principal amount of Existing Eldorado Notes set forth below, which constitute the requisite consents to adopt the Proposed Amendments with respect to the Existing Eldorado Notes. A supplemental indenture with respect to the Existing Eldorado Notes giving effect to the Proposed Amendments has been executed. The Proposed Amendments will become operative with respect to the Existing Eldorado Notes only upon payment of the Total Exchange Consideration (as defined below), which is currently expected to be on April 30, 2026 or promptly thereafter (the “Early Settlement Date”).

Eligible Holders (as defined below) who validly tendered (and did not validly withdraw) their Existing Eldorado Notes at or prior to 5:00 p.m., New York City time, on April 24, 2026 (the “Early Tender Date”), will be eligible to receive the Total Exchange Consideration (as defined below). Withdrawal rights for the Exchange Offers and the Consent Solicitation expired as of 5:00 p.m., New York City time, on April 24, 2026 (the “Withdrawal Deadline”). As of the Early Tender Date, the following principal amounts of the Existing Eldorado Notes have been validly tendered and not validly withdrawn (and related consents validly delivered and not validly revoked):

Eligible Holders who validly tendered (and did not validly withdraw) their Existing Eldorado Notes at or prior to the Early Tender Date will be eligible to receive U.S.$1,000 principal amount of corresponding Exchange Notes and U.S.$2.50 in cash (the “Total Exchange Consideration”), which includes an Early Exchange Premium of U.S.$50 principal amount of corresponding Exchange Notes and U.S.$2.50 in cash (the “Early Exchange Premium”), for each U.S.$1,000 principal amount of the Existing Eldorado Notes accepted for exchange on the Early Settlement Date. Prior to the amendment described herein, Eligible Holders who validly tendered their Existing Eldorado Notes after the Early Tender Date but prior to the Expiration Date (as defined below), were not eligible to receive the applicable Early Exchange Premium and, accordingly, were eligible to receive U.S.$950 principal amount of corresponding Exchange Notes for each U.S.$1,000 principal amount of the Existing Eldorado Notes accepted for exchange on the final settlement date.

However, the Company further announced that it has amended the terms of the Exchange Offer and Consent Solicitation applicable to Eligible Holders who validly tender their Existing Eldorado Notes after the Early Tender Date. The Company has extended the offer to Eligible Holders who validly tender their Existing Eldorado Notes after the Early Tender Date but before the Expiration Date (as defined herein) to receive U.S.$1,000 principal amount of amount of corresponding Exchange Notes. For the avoidance of doubt, Eligible Holders who validly tender their Existing Eldorado Notes after the Early Tender Date but before the Expiration Date will not be eligible to receive the cash portion of the Early Exchange Premium.

The Exchange Offer and the Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated April 13, 2026 (the “Exchange Offering Memorandum and Consent Solicitation Statement”). The terms of the Exchange Offer and the Consent Solicitation remain as set forth in the Exchange Offering Memorandum and Consent Solicitation Statement.

Except with respect to the amendment described above regarding the consideration payable to Eligible Holders of Existing Eldorado Notes who validly tender their Existing Eldorado Notes after the Early Tender Date but before the Expiration Date, all terms of the Exchange Offer and Consent Solicitation set forth in the Exchange Offering Memorandum and Consent Solicitation Statement remain unchanged.

The Exchange Offer and the Consent Solicitation will expire at 5:00 p.m., New York City time, on May 11, 2026, unless extended (the “Expiration Date”). The Company reserves the right to terminate, withdraw, amend or extend the Exchange Offer and the Consent Solicitation in its sole discretion.

Documents relating to the Exchange Offer and the Consent Solicitation will only be distributed to eligible holders of Existing Eldorado Notes who complete and return an eligibility form confirming that they are either (a) a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) a person that is outside the “United States” and is (i) not a “U.S. person,” as those terms are defined in Rule 902 under the Securities Act and (ii) a “non-U.S. qualified offeree” (as defined in the Exchange Offering Memorandum and Consent Solicitation Statement) (such persons, “Eligible Holders”). The complete terms and conditions of the Exchange Offer and the Consent Solicitation are described in the Exchange Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and the information agent in connection with the Exchange Offer and the Consent Solicitation (the “Exchange Agent”), at (800) 864-1460 (toll free), (646) 759-4552 (collect) or jandf@dfking.com. The eligibility form is available electronically at www.dfking.com/jf.

The dealer managers and solicitation agents (the “Dealer Managers”) for the Exchange Offer and the Consent Solicitation are:

Questions regarding the Exchange Offer may be directed to the Dealer Managers at their above contacts.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Exchange Offer and the Consent Solicitation are being made solely pursuant to Exchange Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

The Existing Eldorado Notes, the Exchange Notes and the respective guarantees have not been and will not be registered under the Securities Act or any state or foreign securities laws and may not be offered or sold absent registration under the Securities Act, or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws or applicable foreign securities laws.

None of the Issuer, the Guarantors, any of their respective directors or officers, the Exchange Agent, or the Dealer Managers, or in each case, any of their respective affiliates, makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of the Existing Eldorado Notes in response to the Exchange Offer, or deliver consents in response to the Consent Solicitation. Eligible Holders will need to make their own decision as to whether to tender Existing Eldorado Notes in the Exchange Offer and participate in the Consent Solicitation and, if so, the principal amount of Existing Eldorado Notes to tender.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward-looking statements. The words “expect”, “believe”, “estimate”, “intend”, “plan” and similar expressions, when related to the Company and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry, and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

About J&F S.A.

J&F S.A. is a privately held company that identifies, acquires and develops businesses with significant value-creation potential. Over several decades, J&F S.A. has built the one of the largest family-owned industrial conglomerates in Brazil, with operations in more than 25 countries and an aggregate workforce of approximately 300,000 employees. The J&F Group controls a diversified portfolio of businesses operating across a range of industries, including power, food (through JBS N.V. and its subsidiaries), pulp (through Eldorado), iron ore (through LHG Mining), and hygiene and beauty (through Flora).