As filed with the Securities and Exchange Commission on September 3, 2025.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________

Smithfield Foods, Inc.
(Exact name of registrant as specified in its charter)

_____________________________________

Virginia

2013

52-0845861

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer

Identification No.)

200 Commerce Street
Smithfield, Virginia 23430
(757) 365-3000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________________________

C. Shane Smith
President and Chief Executive Officer
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, Virginia 23430
(757) 365-3000
(Name, address, including zip code, and telephone number, including area code, of registrant’s agent for service)
_____________________________________

With copies to:

Colin Diamond

Brandon Bortner

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Tel: (212) 318-6000

Tennille Checkovich

Chief Legal Officer
Smithfield Foods, Inc.

200 Commerce Street

Smithfield, Virginia 23430

Tel: (757) 365-3000

Andrew J. Pitts

Ryan J. Patrone

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth Avenue

New York, New York, 10001

Tel: (212) 474-1000

_____________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

Preliminary Prospectus

(Subject to completion, dated September 3, 2025)

16,000,000 Shares

Smithfield Foods, Inc.

Common Stock

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SFDS UK Holdings Limited, or the selling shareholder, an indirect wholly owned subsidiary of our parent company, WH Group Limited, or WH Group, is offering 16,000,000 shares of our common stock, or the firm shares. We will not receive any proceeds from the sale of stock by the selling shareholder. Our common stock is listed on the Nasdaq Global Select Market under the symbol “SFD.” On September 2, 2025, the last reported sales price of our common stock on the Nasdaq Global Select Market was $25.51 per share.

After the completion of this offering, WH Group will beneficially own approximately 88.7% of our shares of common stock (or 88.0% if the underwriters exercise in full their option to purchase additional shares of our common stock). As a result, we will continue to be a “controlled company” within the meaning of the corporate governance standards of The Nasdaq Stock Market LLC, or Nasdaq, and will continue to qualify for, and intend to continue to rely on, exemptions from certain corporate governance requirements. There is no single shareholder or group of shareholders that owns 50% or more of the voting power of WH Group as of the date of this prospectus. As a result, WH Group is not considered a controlled company within the meaning of the corporate governance standards of Nasdaq.

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Investing in our common stock involves risks. See “Risk Factors” beginning on page 29 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

___________________________________

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to the selling shareholder	$	$

____________

(1) See “Underwriting” for additional information regarding underwriting compensation.

At our request, the underwriters have reserved up to 1% of the shares of our common stock offered by this prospectus for sale at the public offering price through a directed share program to our directors, officers and certain of our employees. See “Underwriting — Directed Share Program.”

The selling shareholder has granted the underwriters a 30-day option from the date of this prospectus to purchase up to 2,400,000 additional shares of our common stock, or the additional shares, at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions and subject to adjustment in the event we declare dividends payable on the firm shares but not the additional shares. We will not receive any proceeds from the sale of stock by the selling shareholder pursuant to any exercise of the underwriters’ option to purchase additional shares.

Long Wan, the chairman of our board of directors and the chairman of WH Group, has indicated an interest in purchasing up to 1.8 million shares of our common stock offered in this offering at the public offering price. Because this indication of interest is not a binding agreement or commitment to purchase, Mr. Wan may determine to purchase more, fewer, or no shares in this offering, or the underwriters may determine to sell more, fewer, or no shares to him. The underwriters will receive the same underwriting discounts and commissions on any shares of our common stock purchased by Mr. Wan as they will from the other shares of our common stock sold in this offering.

The underwriters expect to deliver the shares on or about , 2025 through the book-entry facilities of The Depository Trust Company.

___________________________________

Morgan Stanley

BofA Securities

Barclays

The date of this prospectus is , 2025.

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TABLE OF CONTENTS

		Page
About this Prospectus		ii
Prospectus Summary		1
The Offering		20
Summary Historical Consolidated Financial and Other Information		22
Risk Factors		29
Cautionary Note Regarding Forward-Looking Statements		62
Use of Proceeds		64
Dividend Policy		65
Management		66
Certain Relationships and Related Party Transactions		71
Principal and Selling Shareholders		77
Description of Capital Stock		78
Shares Eligible for Future Sale		85
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders		88
Underwriting		91
Legal Matters		104
Experts		104
Where You Can Find More Information		104
Incorporation by Reference		105

We, the selling shareholder and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in and incorporated by reference into this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We, the selling shareholder and the underwriters take no responsibility for, and cannot assure you as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of our common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

The information contained in and incorporated by reference into this prospectus is current only as of the date of this prospectus or the date of the document incorporated by reference herein, as applicable, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Our business, results of operations or financial condition may have changed since those dates.

We, the selling shareholder and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside the United States.

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ABOUT THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires, references in this prospectus to “Smithfield,” “our company,” “we,” “us” and “our” refer to Smithfield Foods, Inc., a Virginia corporation and its consolidated subsidiaries.

Prior to August 26, 2024, we conducted business operations in the United States, Mexico and Europe. On August 26, 2024, we completed the carve out of our European operations, or the European Carve-out, pursuant to which we transferred our operations in Europe to WH Group. Following the European Carve-out, we principally engage in operations in the United States and Mexico. Unless otherwise expressly stated or the context otherwise requires, the description of our business included or incorporated by reference in this prospectus reflects our business after giving effect to the European Carve-out. The results of operations, assets and liabilities, and cash flows of the European operations as presented in our consolidated financial statements included or incorporated by reference in this prospectus have been condensed into separate line items and presented in the consolidated statements of income, the consolidated balance sheets and the consolidated statements of cash flows, respectively, as discontinued operations for all periods presented. Unless otherwise expressly stated, the financial information of our company included or incorporated by reference in this prospectus reflects the historical financial statements of Smithfield, as retroactively adjusted to remove the impact of the discontinued operations where applicable.

Industry and Market Data

Within or incorporated by reference in this prospectus, we reference information and statistics regarding the market for our products. We have obtained some of this information and statistics from various independent third-party sources, including government agencies, independent industry publications, reports by market research firms and other independent sources. Some data and other information contained or incorporated by reference in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of internal surveys and independent sources. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share within this industry. In addition, assumptions and estimates of our and our industries’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Forward-Looking Statements.”

The sources of certain statistical data, estimates and forecasts contained or incorporated by reference in this prospectus include the following independent industry publications or reports:

• Business Research Insights, “Dry Sausage Market Size, Share, Growth, and Industry Analysis, By Type (Pork Dry Sausage, Beef Dry Sausage, Poultry Dry Sausage), By Application (Pizza, Ready to Eat Food, Meals), Regional Forecast to 2031,” last updated September 9, 2024;

• Circana Retail/Deli database, last accessed June 2025;

• Euromonitor International Limited, Global & U.S. Meat report;

• Euromonitor International Limited, Meat & Value-Added report;

• International Food Information Council, 2024 IFIC Food & Health Survey;

• Ipsos, “Nearly nine in ten Americans consume meat as part of their diet,” https : //www . ipsos.com/en-us/news-polls/nearly-nine-ten-americans-consume-meat-part-their-diet, May 12, 2021;

• Mintel Group — Reports:

• Protein and Protein Alternatives — US — 2024 (April 24, 2024);

• Bacon and Lunchmeat — US — 2023 (September 30, 2023);

• Hot Dogs and Sausages — US — 2023;

• Protein and Protein Alternatives — US — 2022; and

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• Grocery Retailing — US — 2024 (June 26, 2024);

• National Hog Farmer, “NHF Snapshot — Packer Capacity,” May/June 2024 Issue;

• Organization for Economic Co-operation and Development, “Indicators — Meat Consumption, OECD-FAO Agricultural Outlook,” 2023-2032; and

• Progressive Grocer, “The PG 100: The Top Food Retailers in North America,” May 20, 2024.

Trademarks, Trade Names, Service Marks and Copyrights

We own or have rights to use various trademarks, tradenames, service marks and copyrights, which are protected under applicable intellectual property laws, including, for example: Smithfield, Eckrich, Farmland, Armour, Farmer John, Kretschmar, John Morrell, Cook’s, Gwaltney, Carando, Margherita, Curly’s and Smithfield Culinary. This prospectus and the information incorporated by reference herein also contains trademarks, tradenames, service marks and copyrights of other companies, which are, to our knowledge, the property of their respective owners. Solely for convenience, certain trademarks, tradenames, service marks and copyrights referred to in this prospectus or the documents incorporated by reference herein may appear without the ©, ®, and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, tradenames, service marks and copyrights. We do not intend our use or display of other parties’ trademarks, tradenames, service marks or copyrights to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

Presentation of Financial Information

Our fiscal year is the 52-week or 53-week period which ends on the Sunday nearest to December 31. Unless otherwise noted, all references to “2024,” “2023,” and “2022” are to the 52-week periods ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

Our unaudited interim condensed consolidated financial statements as of June 29, 2025 and for the six months ended June 30, 2024 and June 29, 2025 incorporated by reference in this prospectus were prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, which requires us to make estimates and use assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. It is possible that actual results could differ materially from those estimates. The information reflects all normal recurring adjustments that we believe are necessary to present fairly the financial position and results of operations for all periods included. Totals and percentages may be affected by rounding. The unaudited interim condensed consolidated financial statements as of June 29, 2025 and for the six months ended June 30, 2024 and June 29, 2025 incorporated by reference in this prospectus are unaudited, and all information contained or incorporated by reference in this prospectus with respect to such periods is also unaudited.

Non-GAAP Measures

This prospectus contains certain financial measures, including Adjusted Net Income, Adjusted Net Income Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, and Ratio of Net Debt to Adjusted EBITDA that are not required by, or prepared in accordance with, GAAP. We refer to these measures as “non-GAAP” financial measures. See “Prospectus Summary — Summary Historical Consolidated Financial and Other Information — Non-GAAP Measures” for our definitions of these non-GAAP measures, information about how and why we use these non-GAAP measures and a reconciliation of each of these non-GAAP measures to its most directly comparable financial measure calculated in accordance with GAAP. You should be aware that our presentation of these and other non-GAAP financial measures in this prospectus or incorporated by reference herein may not be comparable to similarly titled measures used by other companies.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus and the information incorporated herein by reference carefully, including “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes incorporated by reference in this prospectus, before making an investment decision.

Our Mission

Good food. Responsibly.® At Smithfield, we are helping to feed a world of nearly eight billion people. Our products are found on tables everywhere. We provide families with wholesome, safe and affordable food while finding new and innovative ways to care for our people, communities, animals and planet. It is our responsibility and our promise. We make more than good food. Good is what we do.

Our Company

Smithfield is an American food company and an industry leader in value-added packaged meats and fresh pork with over $14 billion in annual sales. We employ approximately 32,000 people in the United States and approximately 2,500 people in Mexico. We maintain high-quality standards, meeting demand through our strong relationships with thousands of U.S. family farmers and blue-chip global customers. We are a market leader due to our scale, diverse portfolio of strong brands and products and reputation as a trusted partner known for quality. We market our products under a leading portfolio of iconic brands including Smithfield, Eckrich and Nathan’s Famous, among many others.

Our ambition is to be the most trusted food and protein company in North America as we feed people in the United States and around the world, while embracing a culture of responsibility, operational excellence and innovation. We produce and distribute a wide variety of packaged meats and fresh pork products both domestically and abroad. We conduct our operations through three reportable segments: Packaged Meats, Fresh Pork and Hog Production. We are a leading provider of packaged meats in the United States, with the number two branded market position by volume across the 25 key packaged meats categories in which we compete, according to Circana. These 25 key packaged meats categories represent a total addressable market opportunity of $46 billion annually, of which we had an approximate 20% market share by volume (including our private label sales) as of December 2024. We are also the largest fresh pork processor in the United States with approximately 23% market share as of May/June 2024, according to National Hog Farmer. We sell our products across diverse channels including retail and foodservice, distributing in all 50 states in the United States, as well as export markets. We are a leading exporter of pork and pork products, with export sales representing 12% and 13% of our total sales for the six months ended June 29, 2025 and the fiscal year ended December 29, 2024, respectively.

Our Packaged Meats segment is the cornerstone of our business with a value-added product portfolio and profitability that has more than doubled since 2014. Alongside our Packaged Meats segment, our Fresh Pork and Hog Production segments remain integral parts of our business, providing significant scale and operational benefits in support of our product offerings and our ability to meet demand consistently across economic cycles. We believe our emphasis on value-added packaged meats, along with our commitment to food quality, strong financial position and steadfast devotion to our stated mission, will continue delivering value for our shareholders.

Smithfield’s supply chain includes company-owned and contract farms in the United States and Mexico, as well as long-standing relationships with more than 4,000 independent U.S. family farms who meet our animal care and quality standards. Our model offers a resilient supply chain, providing us with several competitive advantages, including an assured supply of consistent, high-quality protein, the ability to innovate and lead in areas such as group-housed pork and the ability to deliver differentiated products to meet customer specifications. We operate 38 facilities producing fresh pork and packaged meats in the United States and one fresh pork facility in Mexico, and we focus on continually optimizing our operations by identifying opportunities to reduce costs and increase flexibility to meet market demand. Additionally, we remain committed to investing in innovation across our products, packaging and manufacturing processes. We seek to be the supplier of choice to our customers and maintain our reputation for high-quality, safe and delicious products.

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A New Smithfield in the Public Eye

Founded in 1936, we began as a pork processing operation named The Smithfield Packing Company. Through a series of acquisitions beginning in the 1980s, we became the largest fresh pork processor in the United States. In 2013, Smithfield was taken private and became a wholly owned subsidiary of Hong Kong-based WH Group, which has been publicly traded on the Main Board of The Stock Exchange of Hong Kong Limited since 2014. Through its subsidiaries, WH Group is principally engaged in the production and sale of packaged meats and pork.

Following the acquisition of Smithfield by WH Group, we focused on integrating our independent operating companies into a cohesive business. Our “One Smithfield” initiative unified our operations, brands and employees under one corporate umbrella, achieving synergies and enhancing profitability through disciplined cost management and balance sheet strength.

In recent years, we have transformed into a differentiated American food company with a leading position in value-added packaged meats and fresh pork, and our headquarters remains in our namesake town of Smithfield, Virginia.

In August 2024, we completed a carve-out of our European operations to focus our local management teams on the different market dynamics of North America and Europe. Pursuant to the European Carve-out, our operations in Europe were transferred to WH Group.

Led by growth in our Packaged Meats segment, our product portfolio has evolved to a higher concentration of value-added packaged meats offerings, significantly improving profitability. Additionally, we have reduced complexity and improved our cost structure in our plant operations by rationalizing our SKU count. From the start of 2019 through the end of 2024, we have reduced our Packaged Meats SKU count by over 40% and increased volume velocity (pounds/item) by over 60%.

The growth in our Packaged Meats segment has helped to increase our overall scale and profit margins and to stabilize our earnings and cash flows during volatile commodity cycles and economic downturns. This is the anchor of our strong financial position and fuels continued investment in our business. We have invested over $3 billion in capital expenditures since 2013, driving our organic growth strategy and improving our operations, including automating processes.

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The following table sets forth certain metrics for our business for 2014 and 2024 and highlights our strategic growth and evolution led by our Packaged Meats segment.

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(1) Based on our historical financial statements for the year ended December 28, 2014, which are not included or incorporated by reference in this prospectus. We do not believe the adoption of accounting standards after that date would have a material effect on the financial measures presented. See “Prospectus Summary — Summary Historical Consolidated Financial and Other Information” for more information.

(2) Ratio of Net Debt to Adjusted EBITDA is defined as net debt divided by Adjusted EBITDA. Net debt is defined as long-term debt and finance lease obligations, including the current portion, minus cash and cash equivalents. Ratio of Net Debt to Adjusted EBITDA is a non-GAAP measure that should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with GAAP. For additional information regarding Ratio of Net Debt to Adjusted EBITDA, including a reconciliation to ratio of total debt and finance lease obligations to net income from continuing operations to net income, the most directly comparable GAAP measure, see “Prospectus Summary — Summary Historical Consolidated Financial and Other Information.”

Packaged Meats Segment

The Packaged Meats segment produces a wide variety of value-added products and sells them primarily in the United States. For the six months ended June 29, 2025, the segment had $4.1 billion in sales, comprising 54% of our total sales, $567 million in operating profit, comprising 97% of our total operating profit and a 13.8% operating profit margin. For the fiscal year ended December 29, 2024, the segment had $8.3 billion in sales, comprising 59% of our total sales, $1,168 million in operating profit, comprising 105% of our total operating profit and a 14.0% operating profit margin. For the year ended December 31, 2024, we sold approximately 2.8 billion pounds of packaged meats products. The segment has achieved strong growth with a fiscal year 2014 to fiscal year 2024 operating profit compound annual growth rate, or CAGR, of 9.4%.

Our Packaged Meats portfolio is diversified across product categories, brands and channels and spans all meal occasions. For the twelve months ended June 29, 2025, 64% of the segment sales were conducted through the retail channel, 30% through the foodservice channel and 6% through the industrial channel (i.e., other protein processors) and other.

We serve 100% of the top 10 ranked national grocery retailers, as identified by Progressive Grocer based on 2024 annual sales, including blue-chip customers, such as Walmart, Sam’s Club, Costco, Kroger and Albertsons. In the foodservice industry, we serve approximately 70% of the top 50 ranked national foodservice chains, including McDonald’s, Subway, IHOP and Jersey Mike’s, as well as all of the top foodservice distributors, including Sysco, U.S. Foods and Performance Food Group. Within the foodservice industry, we leverage our reputation for high-quality products through our Smithfield Culinary brand, and we are the most recognized pork processor by chefs and foodservice operators, with 49% unaided awareness based on a 2024 study by Datassential.

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We produce a wide variety of packaged meats products, including bacon, sausage, hot dogs, deli and lunch meats, dry sausage products (such as pepperoni and genoa), ham products, ready-to-eat products and prepared foods (such as pre-cooked entrees, bacon and sausage). We address all dayparts, with our products featured during breakfast, weekday school lunches, football weekends, holiday dinners and at snack time. While pork is our primary protein offering, approximately 20% of the volume utilized in our Packaged Meats segment for the fiscal year ended December 29, 2024 was non-pork products made with other proteins — primarily poultry and beef.

Our Packaged Meats segment’s branded retail offerings generated $3.2 billion, or 23% of consolidated sales, in 2024. Our products are available at most major food retailers where we continue to drive penetration and have strong on-shelf performance with attractive dollar velocities for our largest categories relative to competition.

Led by our flagship Smithfield brand, our portfolio of brands has strong consumer recognition and robust brand equity, and we target on-trend product categories for growth. We market our domestic packaged meats products under a strategic set of core brands, including national, super-regional, value and specialty brands that deliver value to our ultimate consumers across a wide range of price points.

The following table illustrates the percentage of our Packaged Meats segment’s branded sales in the retail channel in 2024 for each of our top brands, along with the relevance these brands represent across dayparts:

Additionally, private label represented 38% of our packaged meats retail channel sales volume in 2024. Our private label products make our offerings more valuable to blue-chip retail customers by providing consumers quality selections up and down the value chain. Our private label strength is further solidifying our position as a long-term strategic partner to our customers. In addition, our private label business helps to optimize our manufacturing footprint and increases the efficiency and profitability of our plants.

Fresh Pork Segment

As the largest fresh pork processor in the United States, our Fresh Pork segment produces a wide variety of primal, sub-primal and offal products, such as bellies, butts, hams, loins, picnics and ribs. For the six months ended June 29, 2025, our Fresh Pork segment had $4.1 billion in sales, comprising 54% of our total sales, $117 million in operating profit, comprising 20% of our total operating profit and a 3% operating profit margin. The segment had $7.9 billion in sales for the fiscal year ended December 29, 2024, comprising 56% of our total sales, $266 million in operating profit, comprising 24% our total operating profit and a 3% operating profit margin. For the year ended December 31, 2024, we processed approximately 28 million head through the Fresh Pork segment. Approximately one-third of our fresh pork products, including the majority of hams, bellies and trimmings, is transferred to our Packaged Meats segment, providing it with approximately 80% of its raw material requirements for the six months ended June 29, 2025 and for the fiscal year ended December 29, 2024.

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Our strategy is to drive our Fresh Pork segment’s profitability to exceed commodity meat values by maximizing the use of our raw materials. This includes offering value-added products, such as marinated fresh pork, a category in which we hold the leading position, and case-ready fresh pork. An agile and dynamic export channel strategy is particularly important to our ongoing initiative to maximize hog utilization by selling byproducts to drive profitability. We deploy a “next-best sale” strategy to determine the optimal channel for our fresh pork byproducts in which we diversify sales across multiple export markets and/or sell our byproducts in adjacent markets, such as pet foods and pet treats depending on the most attractive market conditions.

Vertically Integrated Supply Chain and Hog Production Segment

Our supply chain, supported by our upstream businesses, is differentiated from our competitors’ supply chains and provides benefits that we believe are hard to replicate. Nearly all of the Hog Production segment’s live hog sales are intercompany sales to our Fresh Pork segment. Our Fresh Pork segment sources hogs from a mix of company-owned and contract farms, which raise company-owned hogs, comprising our Hog Production segment. Our Fresh Pork segment further supplements our supply by sourcing hogs from independent farmers with whom we partner across the United States through multi-year agreements. Contract farms and independent farms are held to the same animal care and quality standards as our company-owned farms and thereby form a key part of our integrated supply chain.

We have unmatched scale in hog production, which enables us to consistently supply high-quality raw materials for our Fresh Pork segment and, ultimately, our Packaged Meats segment. Today, we internally supply approximately 40% of the raw material needs of our Fresh Pork segment. We believe that it is important to maintain a certain level of internal production to enable supply to our Fresh Pork processing facilities, particularly to support our East Coast processing operations. Our scale has also enabled us to be an early mover in group-housing for pregnant sows on company-owned farms with the result that these farms supply the majority of our group-housed pork needs, which is a differentiated product for which our customers pay a premium.

Beyond scale, our internally supplied hog production is geographically diverse, with locations in the East Coast, Midwest, Missouri and Utah, whereas our largest competitors are located predominantly in the Midwest. Our geographic diversity reduces risk by mitigating the impact of a potential disease outbreak in one part of the country. In addition, our East Coast hog production operations provide an efficient supply to two of our largest Fresh Pork and Packaged Meats processing facilities co-located in North Carolina. Our East Coast location provides us with a significant strategic advantage in our ability to export to more than 30 countries, because it gives us close proximity to East Coast ports, unlike our competitors who need to transport product from the Midwest more than 1,000 miles to either the East or West Coast ports.

In recent years, we embarked on a strategy to optimize the size of our hog production operations and procure a larger percentage of hogs from independent suppliers under long-term, market-based supply agreements. Our Hog Production segment’s transformation strategy is integral to our ongoing objective to further transition our business toward an increased mix of value-added, high-margin products. This transformation allows us to reduce our capital investment and exposure to more volatile areas of the value chain, which is intended to lead to more consistent earnings and cash flows. We plan to reduce the size of the segment’s production from approximately 40% of fresh pork supply today to approximately 30% in the medium term, which is still significantly higher than our competitors. We have made material progress in executing our strategy, reducing the size of our segment’s production from a peak of 17.6 million head in 2019, which represented approximately 50% of the raw material needs of our Fresh Pork segment. We continue to further optimize production levels. In the year ended December 31, 2023, we produced approximately 15.8 million head through the Hog Production segment. We ended 2024 at 14.6 million head, and we expect to end 2025 at approximately 11.5 million head, which represents approximately 40% of the raw material needs of our Fresh Pork segment. We believe this strategy will maintain an appropriate supply of high-quality inputs to meet business

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needs and improve our cost structure while achieving flexibility in our retained hog production business. See also “Risk Factors — Risks Relating to Our Business and Operations — An inability to realize savings and efficiency gains could adversely affect profitability and we may be unable to achieve any or all of our financial and operational targets.”

Our Financial Performance

We believe the rebound in our 2024 performance following a challenging year for our industry demonstrates the resilience of our business model, effectiveness of our strategy and operational discipline, while our stable cash flows and strong balance sheet allow us to invest in our continued operations and return value to shareholders.

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The charts below depict our recent financial performance:

We believe maintaining a healthy financial position is critical to the execution of our strategy and provides operational flexibility to manage effectively through industry and macroeconomic headwinds. We are committed to maintaining investment-grade credit ratings and target the following metrics:

• Ratio of Net Debt to Adjusted EBITDA of <2.0x. As of June 29, 2025, our Ratio of Net Debt to Adjusted EBITDA for the last twelve months was 0.7x and our ratio of total debt and finance lease obligations to net income from continuing operations for the last twelve months was 2.4x. See “Prospectus Summary — Summary Historical Consolidated Financial and Other Information” for our definition of Ratio of Net Debt to Adjusted EBITDA, information about how and why we use this non-GAAP measure and, for historical periods (including a quarterly presentation of results of operations that includes the four quarters ended June 29, 2025), a reconciliation of this non-GAAP measure to ratio of total debt and finance lease obligations to net income from continuing operations, its most directly comparable financial measure calculated in accordance with GAAP.

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• Minimum liquidity of $1.0 billion. As of June 29, 2025, our liquidity was $3,225 million. We define liquidity as cash and cash equivalents plus available borrowing capacity under our credit facilities.

In addition, the charts below depict our operating profit over time:

The evolution of our business to value-added products with higher margins supports stronger cash flow generation, which is allocated toward investment in growth and shareholder return. Our capital allocation strategy is focused on:

• Driving top-line growth and achieving operational efficiencies by allocating $400 million to $500 million annually towards capital expenditures.

• Returning excess capital to shareholders in the form of a regular dividend after funding investments in our strategic priorities. We intend to continue to pay annual cash dividends in an amount equal to $1.00 per share of common stock, subject to the discretion of the board and other factors described herein.

• Conducting opportunistic and financially disciplined acquisitions, primarily focused on growing our Packaged Meats segment, with assets and capabilities that complement our robust manufacturing platform and strong brands and product offerings.

Our Industry

We operate in the large and growing global packaged and fresh meats market, which includes value-added fresh, refrigerated and frozen proteins. Our business operations are primarily concentrated in North America, but, as a leading exporter to major international markets, we also benefit from significant global demand for our products. According to Euromonitor, the global meat market reached $1.1 trillion in 2024 and is projected to grow at a 5.7% CAGR between 2024 and 2029. Per Euromonitor, U.S. value-added packaged meats represented a $46 billion market in 2024 and is forecasted to grow at a 3.0% CAGR between 2024 and 2029. Value-added packaged meats refers to the processed meats category as defined by Euromonitor and includes meat products that have undergone additional processing, such as adding an additional ingredient or characteristic, and are sold pre-packaged via retail and foodservice outlets.

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The following table sets forth information about the size of the U.S. value-added packaged meat market:

Consumer Trends in U.S. Packaged Meats and Fresh Pork

The U.S. packaged meats market is supported by long-term secular tailwinds, including consumer demand for high-protein diets, high-quality nutrition, product versatility and convenience. We expect these tailwinds to continue to drive increases in overall meat consumption. Consumers associate protein with healthiness and energy. A 2024 International Food Information Council consumer survey reported that a high-protein diet is the most popular diet type in the United States. According to market research firm Ipsos, 89% of Americans include animal protein in their diets as of 2021. Data from the Organization for Economic Co-operation and Development shows that pork represented 24% of all meat protein consumed in the United States in 2023.

According to Mintel, many packaged meats products are household staples for U.S. consumers, including bacon, lunch meat, hot dogs, fresh sausage and dry sausage. Mintel reports that, as of September 2023, U.S. bacon and lunch meat represented an estimated $27.0 billion market in 2023 that is expected to grow at a 4.2% CAGR between 2023 and 2028, and U.S. hot dogs and sausages were estimated to represent a $12.3 billion market in 2023 that is expected to grow at a 1.0% CAGR between 2023 and 2027. According to Business Research Insights, U.S. dry sausage for charcuterie, snacking, sandwiches, pizza toppings and other uses, typically higher margin products, represented a $4.7 billion market in 2023 that is expected to grow at a 3.9% CAGR between 2023 and 2030.

Mintel reports that 86% of U.S. consumers anticipate eating the same amount of pork or more pork in the coming year according to a survey conducted in February 2024, and pork consumption is distributed relatively equally across income groups. According to Mintel, packaged pork products benefit from growing demand for convenience, as consumers value marinated, ready-to-cook and ready-to-eat options. Mintel reports that pork is an affordable and convenient protein.

Pork is also a highly versatile protein, with a wide variety of cuts and flavor profiles. Use occasions for pork products benefit from strong daypart distribution, which is unique relative to all other meat proteins. Products like bacon, sausage and ham appear on tables at every meal. According to the National Pork Board, bacon is by far the most beloved packaged meats product, and pork is a highly snacked meat protein and the most popular pizza topping in the United States.

Additionally, increased U.S. demand for global cuisines supports the domestic pork market. Asian and Mexican cuisines, for which pork is a leading protein, continue to gain popularity with U.S. consumers, particularly among Generation Z (the generational cohort aged 12 to 27 years) and Millennials (the generational cohort aged 28 to 43 years). We believe that the continued growth of global cuisines in the United States introduces consumers to different pork preparations and flavor profiles and serves as an incremental long-term tailwind for pork.

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According to Mintel, most U.S. consumers are concerned about the environmental impact of meat production, and health and nutrition are important factors to consumers of meat. Many cuts of pork offer lower levels of cholesterol and saturated fat relative to cuts of beef. Lean cuts of pork, including pork tenderloin, offer a superior nutritional profile to chicken breast. Additionally, relative to beef, pork production generally has a lower carbon footprint and lower rate of land usage. Nevertheless, changes in market trends and consumer preferences could adversely affect our results of operations. For more information, see “Risk Factors — Risks Relating to Our Business and Operations — Changes in consumer preferences and failure to maintain favorable consumer perception of our brands could negatively impact our business.”

Our Competitive Strengths

We attribute our track record of success to a combination of the following competitive strengths. We believe these strengths are central to our business model and position us well for long-term success.

Leader in Packaged Meats with Diverse Portfolio of Strong Brands

We have grown our Packaged Meats business to become a leading provider of value-added pork and other protein products for U.S. customers and consumers. Consumers choose our products for consistent high-quality and delicious taste, helping us achieve an 81% repeat purchase rate as of June 29, 2025. Our longstanding commitment to our values and corporate heritage resonates with consumers who share our ideals, including our commitment to sustainability and American agriculture.

Our trusted brands have made us one of the country’s leading food companies. Led by our flagship Smithfield brand, we have a diverse portfolio of national, super-regional, value and specialty brands with strong customer loyalty. We complement our national brands with super-regional brands to capitalize on each brand’s history and strong consumer affinity. Our value brands offer consumers choices across price points, and our specialty brands address various on-trend categories such as dry sausage and convenient preparation items, including barbecue and meatballs.

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As a branded player across the United States, we have a leading position in 15 of the 25 key categories in which we compete. We have a significant presence in 10 categories each over $1 billion in size, including the number one or two position by volume in uncooked bacon, smoked ham, deli meat, cooked dinner sausage, packaged dry sausage and portable meals as shown in the table below:

We market our products to customers and consumers across multiple categories and price points. We have a balanced sales mix with approximately 64% branded and 36% private label in the retail channel as of June 2025. Our participation in both branded and private label helps us attract and retain consumers as they move across the value spectrum, enabling us to meet shifting consumer preferences during periods of economic downturn and to capture wallet share when they trade up to premium brands.

For example, in the packaged lunch meat category, almost 98% of the volume is sold on average in the $2.00-$9.00 price per pound range. Our packaged lunch meat offering exemplifies how we cover a wide range of retail price points from our best value with Gwaltney (at approximately $2.50 average retail price per pound) to our premium Smithfield Prime Fresh (at approximately $8.50 average retail price per pound) as of June 2025.

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While some of our competitors may choose to focus on consumers at only the high or low end of the value spectrum, our strategy enables us to meet consumer demand across various price points, as shown in the chart below:

For information about challenges we face in the highly-competitive food market, see “Risk Factors — Risks Relating to Our Business and Operations — The food industry in which we operate is highly competitive, and our inability to compete successfully, or the effects of such competition, could adversely affect our business, financial condition and results of operations.”

Trusted and Scaled Partner Known for Quality

We have a nearly 90-year history of providing great tasting, quality products across the United States and abroad. We pride ourselves on producing safe, wholesome and high-quality protein, and we continually train our team members in the latest animal welfare and food safety and quality best practices across our supply chain. Producing Good food. Responsibly.® is at the core of our purpose-driven culture. Consumers trust our high-quality brands and products, and we are a trusted partner to customers, suppliers and farmers across the value chain.

Through years of investment and growth, we have created an asset base that we believe would be hard to replicate. Our scale and integrated operating model enable us to reliably meet demand across economic cycles and offer a differentiated value proposition to our customers and consumers. We believe that we are a preferred supplier to our partners because we consistently provide comprehensive end-to-end support and reliably deliver high-quality products on time. Our commitment and reputation for high-quality products and service is evidenced by the numerous awards received from our retail and foodservice customers, recognizing Smithfield as a supplier of choice.

Leveraging our scale and global distribution channels, we are also a leading exporter of pork and pork products, with sales to export markets representing 12% and 13% of our total sales for the six months ended June 29, 2025 and the fiscal year ended December 29, 2024, respectively. Export markets promote whole hog utilization due to differentiated demand for parts of the animal across the globe, which helps us to operate sustainably while supporting American agriculture.

Strong Financial Profile Marked by Robust Growth and Profitability Metrics

We are focused on delivering long-term sustainable results and have built our business to generate resilient growth, profitability and cash flow. Our track record of sales and earnings growth reflects strong demand for our products and successful management of commodity volatility across economic cycles. In 2024, we demonstrated a strong rebound in our results after a challenging 2023 for our industry.

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The resilience of our business model is underscored by our history of maintaining a strong balance sheet and moderate leverage. Sustaining a healthy financial position creates operational flexibility and helps to insulate us from industry and macroeconomic headwinds. We are committed to a target Ratio of Net Debt to Adjusted EBITDA of < 2.0x and a target minimum liquidity of $1.0 billion, as well as maintaining investment grade ratings.

We have a strong track record of disciplined capital allocation, generating higher profitability and cash flows by executing projects that drive organic growth and unlock operational efficiencies. While organic growth has been the backbone of our growth strategy over the past decade, we will continue to supplement our organic growth with a disciplined acquisition strategy. Our acquisition strategy primarily focuses on packaged meats assets and capabilities that complement our manufacturing platform, strong brands and product offerings.

Innovative Sustainability Initiatives

Sustainability has been a key focus for our business for over twenty years. Our strategy today is built around three objectives: being good stewards of the environment and our animals; doing good work in the communities where our employees live and work; and producing good food with a commitment to food safety, quality and nutrition. We have been at the forefront of the industry in achieving sustainability milestones, including becoming the first major protein company to adopt and publicly report a comprehensive sustainability program, to achieve International Standards Organization 14001 certification globally, to develop and adopt a comprehensive animal care management program, to begin reporting antibiotics usage in 2007 and to publish an online ingredient glossary.

We leverage on-the-ground resources to strive to achieve our sustainability goals. We co-founded Align RNG, LLC, or Align, as well as Monarch Bioenergy LLC, or Monarch, to advance developments in methane capture and manure-to-energy conversion. In 2022, TPG Rise Climate invested in Monarch, helping us to further scale the business.

Our sustainability activities have been recognized externally. We were awarded the prestigious “Profit with a Purpose” award by the World Sustainability Awards, or WSA, in 2021 for our innovative renewable natural gas programs. These programs convert methane from hog manure into clean energy, creating new income opportunities for family farmers. Additionally, we received a “Highly Commendable” mention in the WSA’s External Partnership category in 2021 for our collaboration with a leading environmental organization to implement sustainable farming practices within our supply chain.

We are consistently recognized as an employer of choice for U.S. veterans. We have a long history of supporting veterans and military families through monetary and food donations, employee volunteerism and partnerships. We honor the service and sacrifice of American veterans and their families through the Helping Our Heroes program, which focuses on hiring initiatives, career development and strengthening the community and family support systems veterans rely on every day.

Proven, Execution-Oriented Management Team and Culture

We are an iconic American food company with a management team based in Smithfield, Virginia. We employ approximately 32,000 people in the United States and approximately 2,500 people in Mexico. Our energetic and highly experienced management team, whose dedication and commitment to our mission permeates throughout our business, has made us one of the world’s foremost protein companies, sets the tone for our success and drives the agility necessary to continue to transform Smithfield into a leading packaged food company. We foster a culture of responsibility, operational excellence and innovation that serves as the foundation for the transformation in our business.

C. Shane Smith, President and Chief Executive Officer since 2021, is a veteran of our company and has served in a wide range of roles during his 21-year tenure. He previously served as President of Smithfield’s European operations and as our Chief Strategy Officer, and he has held other roles in finance and our Hog Production segment. He has been instrumental in overseeing the continued execution of our “One Smithfield” vision, fortifying our position as a leading food company and improving operational efficiency to enhance market competitiveness.

Mark L. Hall, our Chief Financial Officer, has 26 years of experience in the food industry and leads our finance, accounting, treasury, tax, mergers and acquisitions, data analytics and risk management functions. Since joining Smithfield in 2014, Mark has played a crucial role in developing and executing our strategy, including during his tenure as head of finance within the Packaged Meats segment.

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Our senior leadership team has extensive food industry experience. Steven France, Donovan Owens and Kraig A. Westerbeek lead our Packaged Meats, Fresh Pork and Hog Production segments, respectively, and have nearly a century of combined industry experience, including over 80 years of experience at Smithfield. Our leadership, combined with our integrated operating structure, solid financial foundation and the support of approximately 35,000 employees, create a cohesive and coordinated platform to further Smithfield’s growth as a leading food company creating value for a range of stakeholders.

Our Growth Strategies

Since 2014, we have grown sales to $14.1 billion while significantly improving our profitability and leverage position. The strategic initiatives we are executing across our segments are complemented and enabled by our strong balance sheet and ongoing operational investments, positioning us for future growth.

Drive Growth of Packaged Meats

Our Packaged Meats segment is core to our growth strategy and has been a major driver in transforming our business since 2014. We have methodically shifted our business mix to focus on this higher-margin segment over time. The segment contributed 54% of our sales and 97% of our overall operating profit for the six months ended June 29, 2025, and 59% of our sales and 105% of our overall operating profit for the fiscal year ended December 29, 2024.

We plan to accelerate the growth of our Packaged Meats segment through several strategic initiatives, including:

• continuing to shift our portfolio toward a higher mix of value-added and premium products, such as:

• converting one-time seasonal commodity bone-in ham purchase occasions to increased unit sales of everyday, convenient products such as quarter-weight ham, Anytime Favorites ham and Smithfield Prime Fresh sliced lunch meat, which is underscored by our ability to generate a 22% increase in ham units sold from 2019 to 2024 while volume decreased by 3% for that same period; and

• increasing penetration of higher-margin dry sausage products through expanding distribution points and manufacturing capacity, as evidenced by a 37% increase in dry sausage units sold from 2019 to 2024 and the acquisition of a dry sausage plant in July 2024;

• harnessing our powerful brands to continue to expand product offerings and drive awareness, loyalty and increased market share;

• leveraging the breadth of our platform and national and specialty brands to further penetrate dayparts and households;

• expanding in under-indexed geographical locations and moving into new categories;

• attracting new consumers, particularly younger demographics, through product and packaging innovation and effective and appealing marketing strategies while maintaining our promise to consumers to offer high-quality products for every budget; and

• deepening our presence across our distribution channels through our integrated sales force, which leverages our scale and breadth to provide a unified, reliable and consistent customer experience.

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We believe that these proven strategies will drive profitable organic growth in our Packaged Meats segment. As an example, we see significant potential for our Packaged Meats segment to generate continued growth through our distribution expansion opportunities across brands to expand unit count within our existing product portfolio.

Further Enhance Fresh Pork

We continually seek greater efficiencies as we manufacture and market fresh pork products. Our capabilities and supply chain allow us to provide differentiated products and high service levels to our customers. We deliver a high-quality, consistently available supply to our Packaged Meats segment and maximize the value of our raw materials. To maximize the value of each hog, the production and transfer of high quality fresh pork raw materials to our Packaged Meats segment is vital, as we recognize greater value by further converting our fresh pork raw material and selling it through our Packaged Meats segment. In addition, we will seek to enhance the profitability of our Fresh Pork segment by leveraging multiple scaled channels as follows:

• expanding the use of raw materials, including unprocessed fresh and value-added pork, snacks, pharmaceuticals and pet food treats and ingredients;

• capitalizing on diverse export markets by identifying the optimal outlet for increasing the value of raw materials through whole-hog utilization, and appealing to differentiated, global tastes and preferences;

• leveraging our relationship with WH Group to inform product development opportunities for the Asian market and to benefit from WH Group’s distribution network; and

• appealing to ever-changing consumer preferences and demand for flavor enhancements through ongoing product innovation.

As we seek to grow our fresh pork business profitably, we remain committed to demonstrating that profitability can go hand-in-hand with sustainable operations. We will further our mission of producing good food the right way by seeking new and unique ways to use our raw materials.

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Continue Investing in Innovation

We will continue to invest in product, packaging and operational innovations in our Packaged Meats and Fresh Pork segments to drive growth, enhance our profitability and expand our total addressable market. We are focused on strengthening relationships with customers and consumers by being first-to-market with new products and solutions.

Within our branded packaged meats portfolio, we are introducing more value-added and premium innovations. We see a significant opportunity to increase distribution of our innovative Smithfield Prime Fresh packaged lunch meat offering. Smithfield Prime Fresh embodies the quality of bulk deli meat but is displayed in the packaged lunch meat section of the retail wall. This enables our retail partners to increase average revenue per pound and reduce in-store labor costs while providing a convenient lunch meat option for consumers.

In addition, our Smithfield Double Thick/Double Smoked bacon and Smithfield Maple Thick Cut bacon demonstrate our ability to introduce premium, higher-margin offerings with new cut and flavor characteristics. These products sell at a higher velocity than the category average.

In the Fresh Pork segment, we are investing in value-added products and adding new cuts and flavors, such as Sweet & Smokey BBQ, Chipotle and Lemon & Garlic marinated fresh pork loin filet.

Innovation does not stop with our products. In our plants, we are committed to advancing automation and strategically redeploying labor. On our farms, innovative approaches to animal nutrition are increasing feed conversion and lowering our cost basis. Byproducts that were once considered waste are now used to create renewable natural gas through our biogas joint ventures and lifesaving pharmaceuticals through our bioscience business.

Our culture of responsibility, operational excellence and innovation serves as a catalyst for our ongoing business transformation. We conduct company-wide competitions and recognition events for grassroots projects that drive innovation throughout our organization. By fostering this entrepreneurial spirit, we will seek to drive growth in our top- and bottom-line results and build on Smithfield’s competitive advantage.

Optimize Our Operations and Supply Chain to Decrease Our Cost Basis

We have implemented many initiatives over the past several years to reduce costs and realize operational efficiencies. These initiatives have enabled us to offset inflation and enhance margins across our entire business.

We continue to optimize the size of our company-owned hog production operations and procure a greater mix of hogs from independent suppliers with market-based supply agreements. Additionally, we continue to implement cost-saving initiatives in our retained hog production operations to improve our cost structure.

We employ automation in all of our plants to redeploy labor to higher value tasks, improve yields and drive efficiency by reducing complexity to lower our cost basis and help offset inflationary pressures.

In our logistics and distribution network, we have reduced transportation and warehousing costs through transportation efficiencies, maximizing utilization of our storage and trucking assets, improving supply and demand planning and optimizing inventory levels. These actions increase profitability and improve customer service levels, which we believe is essential to being a supplier of choice.

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We remain committed to optimizing our operations and supply chain through a series of targeted actions, which in the past have supported meaningful margin improvement:

Implementation of our growth strategies requires us, in particular, to continue to grow our Packaged Meats segment and to reduce our exposure to commodity price volatility through optimization and continued reduction of the size of our company-owned hog production operations. For information about challenges that we face in implementing this strategy and our other growth strategies, please see “Risk Factors — Risks Relating to Our Business and Operations — Our results of operations are cyclical and could be adversely affected by fluctuations in the commodity prices for meat, livestock (primarily hogs) and feed ingredients,” and “— Disruption of our supply chain could adversely affect our business, financial condition and results of operations.”

Execute Synergistic M&A in North America

We intend to execute opportunistic, complementary M&A to bolster our value-added product portfolio and production capacity in North America. While acquisitions are not a primary growth driver for us, our team is experienced in identifying strategic acquisition targets and integrating them successfully into our business. We believe our integration expertise allows us to capture both cost synergies and incremental revenue opportunities. We will remain disciplined in our acquisition approach and maintaining our investment grade ratings, while pursuing opportunities that we believe will prove accretive to earnings and enhance our operational profile. For example, in July 2024, we acquired a dry sausage plant in Nashville, Tennessee from Cargill Meat Solutions Corporation, or Cargill, which is strategically located and offers important capacity for some of our fast-growing, higher margin packaged meats products. This acquisition will help serve the growing demand for high-quality pepperoni, deli, charcuterie and other dry sausage products.

Summary of Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described in “Risk Factors” before making a decision to invest in our common stock. If any of these risks actually occurs, our business, consolidated results of operations and consolidated financial condition, including cash flows, may be materially adversely affected. In such case, the trading price of our common stock may decline and you may lose part or all of your investment. Below is a summary of some of the principal risks we face.

• Our results of operations are cyclical and could be adversely affected by fluctuations in the commodity prices for meat, livestock (primarily hogs) and feed ingredients.

• Disruption of our supply chain could adversely affect our business, financial condition and results of operations.

• An inability to realize savings and efficiency gains could adversely affect profitability and we may be unable to achieve any or all of our financial and operational targets.

• The food industry in which we operate is highly competitive, and our inability to compete successfully, or the effects of such competition, could adversely affect our business, financial condition and results of operations.

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• Changes in consumer preferences and failure to maintain favorable consumer perception of our brands and products could negatively impact our business.

• Outbreaks of disease among or attributed to livestock can significantly affect production, the supply of raw materials, demand for our products and our business.

• Our operations are subject to the general risks associated with the food industry, including perceived or real health risks related to our products or the food industry generally and risks associated with government regulations.

• Product liability claims or product recalls can adversely affect our business reputation, expose us to increased scrutiny by federal and state regulators and may not be covered by insurance.

• Any disruption of operations at one or more of our production facilities, distribution centers or cold storage facilities, including as a result of natural disasters, public health crises, political crises and instability, civil unrest and other catastrophic events or events outside of our control, could adversely affect our business, financial condition and results of operations.

• Our reliance on third-party service providers can have an adverse effect on our business.

• Due to seasonality or changes in our promotional activities, our revenue and operating results may vary from quarter to quarter.

• Significant increases in the cost of distribution could adversely affect our business, financial condition and results of operations.

• We are increasingly dependent on information technology, and our business and reputation could suffer if we are unable to protect our information technology systems against, or effectively respond to, cyberattacks, other cyber-incidents or security breaches or if our information technology systems are otherwise disrupted.

• Our operations are subject to the risks associated with acquisitions, investments in joint ventures and divestitures.

• Climate change, or legal, regulatory, voluntary or market measures to address climate change, may negatively affect our business, operations or reputation.

• We are subject to risks associated with our international sales, including disruptions to the worldwide economy due to changes in U.S. trade policy.

• We depend upon the continued services of certain key members of our senior management team, without whom our business operations could be significantly disrupted.

• The consolidation of customers and/or the loss of our customers could adversely impact our business.

• Impairment in the carrying value of goodwill or intangible assets could negatively impact our consolidated results of operations and net worth.

• The loss of any trademark or other intellectual property right could enable other companies to compete more effectively with us.

• If tax laws change or we experience adverse outcomes resulting from examination of our tax returns or disagreements with taxing authorities, it could adversely affect our business, financial condition and results of operations.

• We face risks associated with the long-term trend toward increased activism against companies in the food products industry.

• We are subject to extensive governmental regulations, which require significant compliance expenditures.

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• Governmental authorities may take further action restricting our ability to produce and/or sell livestock or adopt new regulations impacting our production or processing operations, which could adversely affect our business.

• We may be impacted by legislation targeting foreign ownership of land, or foreign ownership or operation of facilities, located in the United States.

• We are, and could become, subject to legal proceedings and regulatory investigations that may result in significant expenses, fines and reputational damage.

• Government antitrust and foreign investment policies and regulations may limit our strategic growth opportunities, including certain acquisitions and joint ventures.

• Environmental regulation and related litigation and commitments could have a material adverse effect on us.

• WH Group controls us, and their interests may conflict with ours or yours in the future.

• Following this offering, we will continue to be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will continue to qualify for, and intend to continue to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of other companies that are subject to such requirements.

• Our indebtedness could adversely affect our business, financial condition, and liquidity by limiting our ability to service debt, exposing us to interest rate risk on variable-rate borrowings, and permitting additional indebtedness that could further increase our financial leverage and related risks.

• Changes in relations between the United States and the PRC, or in U.S. regulations concerning the PRC, may adversely impact our business, financial condition, results of operations, our ability to raise capital or the market price of our common stock.

• Failure to comply with requirements to design, implement, and maintain effective internal controls could have a material adverse effect on our business and stock price.

• We expect to continue paying regular dividends to our shareholders, but our ability to do so is subject to the discretion of our board and may be limited by our financial condition, our credit facilities, the indentures governing the notes we previously issued and applicable law.

Corporate Information

Our principal offices are located at 200 Commerce Street, Smithfield, Virginia 23430. Our telephone number is 757-365-3000, and our corporate website address is www . smithfieldfoods .com. We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain any of the documents filed by us with the SEC at no cost from the SEC’s website at http ://www . sec .gov. Any information contained on, or that can be accessed through, our website or the SEC’s website is not incorporated by reference into, and does not otherwise form a part of this prospectus or the registration statement of which this prospectus is a part, except as expressly stated below under “Incorporation by Reference,” and should not be relied upon in connection with making any decision with respect to an investment in our securities.

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THE OFFERING

Common stock offered by the selling shareholder		16,000,000 shares (or 18,400,000 shares if the underwriters exercise in full their option to purchase additional shares of our common stock).
Common stock to be held by the selling shareholder upon completion of this offering		348,497,521 shares (or 346,097,521 shares if the underwriters exercise in full their option to purchase additional shares of our common stock).
Common stock outstanding before and after this offering		393,112,711 shares.
Option to purchase additional shares of common stock		The selling shareholder has granted the underwriters a 30-day option from the date of this prospectus to purchase up to 2,400,000 additional shares of our common stock.
Indication of interest		Long Wan, the chairman of our board of directors and the chairman of WH Group, has indicated an interest in purchasing up to 1.8 million shares of our common stock offered in this offering at the public offering price. Because this indication of interest is not a binding agreement or commitment to purchase, Mr. Wan may determine to purchase more, fewer, or no shares in this offering, or the underwriters may determine to sell more, fewer, or no shares to him. The underwriters will receive the same underwriting discounts and commissions on any shares of our common stock purchased by Mr. Wan as they will from the other shares of our common stock sold in this offering.
Use of proceeds		The selling shareholder will receive all of the net proceeds from the sale of shares of common stock in this offering. We will not receive any of the proceeds from the sale of shares offered by the selling shareholder, including any shares sold pursuant to any exercise by the underwriters of their option to purchase additional shares. See “Use of Proceeds.”
Controlled company		Upon completion of this offering, WH Group will beneficially own approximately 88.7% of our shares of common stock (or 88.0% if the underwriters exercise in full their option to purchase additional shares of our common stock). As a result, we will continue to be a “controlled company” as defined under the corporate governance rules of Nasdaq and, therefore, will continue to qualify for, and intend to continue to rely on, exemptions from certain corporate governance requirements of Nasdaq. See “Management — Controlled Company Exemption.” There is no single shareholder or group of shareholders that owns 50% or more of the voting power of WH Group as of the date of this prospectus. As a result, WH Group is not considered a controlled company within the meaning of the corporate governance standards of Nasdaq.
		As long as WH Group beneficially owns a majority of the voting power of our outstanding shares of common stock, WH Group will generally be able to control the outcome of matters submitted to our shareholders for approval, including the election of directors, without the approval of our other shareholders. See “Risk Factors — Risks Relating to Our Relationship with WH Group — WH Group controls us, and their interests may conflict with ours or yours in the future.”

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Dividend Policy		Following our initial public offering, or IPO, we paid quarterly cash dividends of $0.25 per share on our common stock on April 22, 2025 and May 29, 2025. On July 31, 2025, we declared a quarterly dividend of $0.25 per share of common stock, payable on August 28, 2025 to stockholders of record at the close of business on August 14, 2025.
		We intend to continue to pay annual cash dividends in an amount equal to $1.00 per share of our common stock, subject to discretion of our Board and depending on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Virginia law, general business conditions and any other factors that our Board deems relevant in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends.
Directed share program		At our request, the underwriters have reserved up to 1% of the shares of our common stock offered by this prospectus for sale, at the public offering price, to directors, officers and certain employees of our company. If purchased by our directors or officers, these shares will be subject to certain lock-up agreements. See “Underwriting” for a description of these lock-up agreements. The number of shares of our common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Morgan Stanley & Co. LLC will administer our directed share program. See “Underwriting — Directed Share Program.”
Risk factors		Investing in shares of our common stock involves a high degree of risk. See “Risk Factors” for a discussion of factors you should carefully consider before investing in shares of our common stock.
Trading symbol		Our shares of common stock are listed on the Nasdaq Global Select Market under the symbol “SFD.”

Unless otherwise indicated or the context otherwise requires, references in this prospectus to the number and percentage of shares of our common stock outstanding before and upon completion of this offering are based on shares of our common stock outstanding as of August 15, 2025. This amount, and, unless otherwise indicated, other information presented in this prospectus, excludes as of August 15, 2025:

• 19,655,635 shares of common stock reserved for issuance under our equity incentive plan, including:

• 1,459,700 shares of common stock underlying restricted stock units; and

• 9,381,762 shares of common stock issuable upon exercise of stock options at an exercise price of $20.00 per share; and

• 1,965,563 shares of common stock reserved for issuance under our employee stock purchase plan; and

• shares of common stock purchased pursuant to our directed share program by our directors, officers and certain employees of our company.

Unless otherwise indicated, all information in this prospectus assumes no exercise by the underwriters of their option to purchase additional shares of common stock from the selling shareholder.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER INFORMATION

The following tables set forth summary consolidated financial and other information as of and for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023. The summary consolidated financial information for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, and as of December 29, 2024 and December 31, 2023, has been derived from our audited consolidated financial statements incorporated by reference in this prospectus. The summary consolidated unaudited financial information for the fiscal six months ended June 29, 2025 and June 30, 2024 and the summary consolidated balance sheet data as of June 29, 2025 were derived from our unaudited financial statements incorporated by reference in this prospectus.

The summary consolidated financial information below is only a summary and should be read in conjunction with the other information contained in or incorporated by reference into this prospectus, including our consolidated financial statements and related notes incorporated by reference in this prospectus. The summary financial information set forth below does not purport to indicate our financial condition or results of operations as of any future date or for any future period. Totals may be affected by rounding.

	Six Months Ended						Fiscal Year Ended
	June 29, 2025			June 30, 2024			December 29, 2024			December 31, 2023			January 1, 2023
	(in millions except per share and share data)
Consolidated Statements of Income Data:
Sales	$	7,558		$	6,856		$	14,142		$	14,640		$	16,199
Cost of sales		6,549			5,967			12,244			13,751			14,704
Gross profit		1,008			889			1,897			889			1,495
Selling, general and administrative expenses		465			393			840			1,050			807
Operating gains		(39	)		(3	)		(60	)		(105	)		(429	)
Operating profit (loss)		582			498			1,118			(56	)		1,117
Interest expense, net		22			35			66			76			87
Non-operating (gains) losses		2			(6	)		(9	)		(3	)		(18	)
Income (loss) from continuing operations before income taxes		558			469			1,061			(129	)		1,047
Income tax expense (benefit)		134			96			271			(41	)		231
(Income) loss from equity method investments		8			1			(8	)		46			6
Net income (loss) from continuing operations	$	415		$	372		$	798		$	(133	)	$	811
Net income from continuing operations attributable to noncontrolling interests		4			2			14			5			11
Net income (loss) from continuing operations attributable to Smithfield		412			370			783			(138	)		800
Net income (loss) attributable to Smithfield per common share from continuing operations	$	1.05		$	0.97		$	2.06		$	(0.36	)	$	2.10
Weighted average number of shares outstanding:
Basic		390,962,687			380,069,232			380,069,232			380,069,232			380,069,232
Diluted		391,410,859			380,069,232			380,069,232			380,069,232			380,069,232

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	As of
	June 29, 2025		December 29, 2024		December 31, 2023
	(in millions)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	928	$	943	$	687
Working capital(1)		2,953		2,496		2,470
Total assets		11,186		11,054		13,317
Long-term debt and finance lease obligations		2,001		1,999		2,006
Total shareholders’ equity		6,301		5,834		7,241

____________

(1) We define working capital as current assets less current liabilities.

	Six Months Ended						Fiscal Year Ended
	June 29, 2025			June 30, 2024			December 29, 2024			December 31, 2023			January 1, 2023
	(in millions)
Consolidated Cash Flows Data:
Net cash flows from (used in) operating activities of continuing operations	$	108		$	(9	)	$	916		$	688		$	521
Net cash flows from (used in) investing activities of continuing operations		(171	)		(215	)		(298	)		(194	)		274
Net cash flows from (used in) financing activities of continuing operations		38			(202	)		(321	)		(353	)		(567	)

Non-GAAP Measures

The tables below include Adjusted Net Income, Adjusted Net Income Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt and Ratio of Net Debt to Adjusted EBITDA, which are financial measures that are not required by, or prepared in accordance with, GAAP.

Adjusted Net Income is defined as net income (loss) from continuing operations attributable to Smithfield, excluding the effects of loss contingencies and transactions or events that are not part of our core business activities or are unusual in nature (whether gains or losses) and the tax effects of the foregoing items. EBITDA is defined as earnings from continuing operations before interest, taxes, depreciation, and amortization. Adjusted EBITDA is defined as EBITDA further adjusted for non-operating gains and losses and other items that are unusual in nature, infrequent in occurrence or otherwise stem from strategic decisions to restructure our operations. Net debt is defined as long-term debt and finance lease obligations, including the current portion, minus cash and cash equivalents. Ratio of Net Debt to Adjusted EBITDA is defined as net debt divided by Adjusted EBITDA.

We present Adjusted Net Income, Adjusted Net Income Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt and Ratio of Net Debt to Adjusted EBITDA as we believe that the presentation of these non-GAAP financial measures enhances an investor’s understanding of our financial performance. We believe Adjusted Net Income is a useful measure for investors because it excludes the effects of discontinued operations, non-operating gains and losses, and other items that are unusual in nature, infrequent in occurrence or otherwise stem from strategic decisions to restructure our operations. We believe that Adjusted Net Income Margin is a useful measurement of operating profitability for investors for the same reasons we find Adjusted Net Income useful and also because it provides a period-to-period comparison of our after-tax operating performance. We believe EBITDA is a useful measure to our stakeholders because it excludes the effects of financing and investing activities by eliminating interest and depreciation costs to provide a comparable year-over-year analysis. We believe Adjusted EBITDA is a useful measure as it excludes the effect of discontinued operations, non-operating gains and losses, and other items that are unusual in nature, infrequent in occurrence or otherwise stem from strategic decisions to restructure our operations. We believe Adjusted EBITDA Margin is a useful measure as it evaluates overall operating performance, ability to pursue and service possible debt opportunities and possible future investment opportunities. We believe Net Debt is a useful measure as it helps to give investors a clear understanding of our financial position. Net Debt is also

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used to calculate certain leverage ratios. We believe Ratio of Net Debt to Adjusted EBITDA is a useful measure as it monitors the sustainability of our debt levels and our ability to take on additional debt against Adjusted EBITDA, which is used as an operating performance measure.

Although non-GAAP measures such as Adjusted Net Income, Adjusted Net Income Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt and Ratio of Net Debt to Adjusted EBITDA are frequently used by investors and securities analysts in their evaluations of companies in industries similar to ours, these non-GAAP measures have limitations as analytical tools, are not measurements of our performance under GAAP and should not be considered as alternatives to operating profit, net income or operating cash flow or any other performance measures derived in accordance with GAAP and should not be used by investors or other users of our financial statements in isolation for formulating decisions, as such non-GAAP measures exclude a number of important cash and non-cash charges. A reconciliation of Adjusted Net Income, Adjusted Net Income Margin, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to net income, Ratio of Net Debt to Adjusted EBITDA to ratio of total debt and finance lease obligations to net income and Net Debt to debt is provided below. You should be aware that our presentation of these and other non-GAAP financial measures in this prospectus may not be comparable to similarly titled measures used by other companies.

	Six Months Ended						Fiscal Year Ended
	June 29, 2025			June 30, 2024			December 29, 2024			December 31, 2023			January 1, 2023
	(in millions except for margin data)
Consolidated GAAP and Non-GAAP Data:
Net income (loss) from continuing operations attributable to Smithfield	$	412		$	370		$	783		$	(138	)	$	800
Net income (loss) margin from continuing operations attributable to Smithfield		5.4	%		5.4	%		5.5	%		(0.9	)%		4.9%
Adjusted net income from continuing operations attributable to Smithfield	$	443		$	315		$	714		$	132		$	591
Adjusted net income margin from continuing operations attributable to Smithfield		5.9	%		4.6	%		5.0	%		0.9	%		3.7	%
EBITDA from continuing operations	$	736		$	668		$	1,474		$	329		$	1,569
Adjusted EBITDA from continuing operations	$	777		$	594		$	1,379		$	610		$	1,197
Adjusted EBITDA margin from continuing operations		10.3	%		8.7	%		9.7%			4.2	%		7.4	%

	Fiscal Year Ended
	December 29, 2024			December 28, 2014
	(in millions except for ratios)
Net income (loss) from continuing operations	$	798		$	437
Debt(1)		2,002		$	2,676
Cash and cash equivalents		(943	)		(378	)
Net debt	$	1,059		$	2,298
Ratio of total debt and finance lease obligations to net income from continuing operations		2.5x			6.1x
Ratio of net debt to Adjusted EBITDA from continuing operations		0.8x			2.3x

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	Six Months Ended						Fiscal Year Ended
	June 29, 2025			June 30, 2024			December 29, 2024			December 31, 2023			January 1, 2023
	(in millions)
Segment Results(2)
Segment Sales:
Packaged Meats	$	4,103		$	3,944		$	8,319		$	8,280		$	9,262
Fresh Pork		4,114			3,920			7,873			7,832			9,190
Hog Production		1,772			1,482			3,002			3,317			4,456
Other		224			233			471			559			524
Intersegment		(2,656	)		(2,722	)		(5,524	)		(5,348	)		(7,234	)
Consolidated	$	7,558		$	6,856		$	14,142		$	14,640		$	16,199

Operating Profit (Loss)
Packaged Meats	$	567		$	616		$	1,168		$	1,066		$	1,047
Fresh Pork		117			168			266			117			30
Hog Production		23			(176	)		(144	)		(756	)		(133	)
Other(3)		22			(2	)		35			(4	)		61

____________

(1) Debt is defined as long-term debt and finance lease obligations, including the current portion.

(2) Additional information about our reportable segments is included in “Reportable Segments” in the consolidated financial statements and accompanying notes incorporated by reference in this prospectus.

(3) Consists of our Mexico and Bioscience operations.

Adjusted Net Income and Adjusted Net Income Margin

	Six Months Ended						Fiscal Year									Affected income statement account
	June 29, 2025			June 30, 2024			2024			2023			2022			Affected income statement account
	(in millions except for percentages)
Net income (loss) from continuing operations attributable to Smithfield	$	412		$	370		$	783		$	(138	)	$	800
Litigation charges(1)		73			—			—			208			—		SG&A
Reduction in workforce(2)		6			—			—			—			—		SG&A
Reduction in workforce(2)		2			—			—			—			—		Cost of sales
Office closures(3)		4			—			—			—			—		SG&A
Plant closure		2			—			—			—			—		Cost of sales
West Coast Exit and Hog Production Reform(4)		2			10			31			195			151		Cost of sales
West Coast Exit and Hog Production Reform(5)		—			—			—			49			—		(Income) loss from equity method investments
West Coast Exit and Hog Production Reform(6)		(1	)		—			(38	)		—			—		Operating gains
Incremental costs from destruction of property		—			4			4			3			—		Cost of sales
Gain on sale of Vernon, California facility		—			—			—			(86	)		—		Operating gains
Gain on sale of Saratoga		—			—			—			—			(417	)	Operating gains
Accelerated depreciation of Smithfield harvest and pet food assets		—			—			—			—			8		Cost of sales
Impairment of Norson investment, net of gain on sale		—			—			—			—			36		Non-operating gains
Gain on dilution of investment in Monarch		—			—			—			—			(52	)	Non-operating gains
Employee retention tax credits(7)		(10	)		(86	)		(86	)		—			—		Cost of sales
Employee retention tax credits(7)		—			(1	)		(1	)		—			—		SG&A
Insurance recoveries(8)		(35	)		(1	)		(4	)		(5	)		(6	)	Operating gains

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	Six Months Ended						Fiscal Year									Affected income statement account
	June 29, 2025			June 30, 2024			2024			2023			2022			Affected income statement account
	(in millions except for percentages)
Income tax effect of non-GAAP adjustments(9)		(11	)		19			24			(94	)		72		Income tax expense (benefit)
Adjusted net income from continuing operations attributable to Smithfield	$	443		$	315		$	714		$	132		$	591

Net income (loss) margin from continuing operations attributable to Smithfield		5.4	%		5.4	%		5.5	%		(0.9	)%		4.9	%

Adjusted net income margin from continuing operations attributable to Smithfield		5.9	%		4.6	%		5.0	%		0.9	%		3.7	%

____________

(1) Consists of accruals for antitrust price-fixing and antitrust wage-fixing litigation matters.

(2) Consists of severance costs associated with a workforce reduction initiative.

(3) Consists of severance costs associated with the planned closure of our satellite offices in Lisle, Illinois and Kansas City, Missouri.

(4) Consists of costs related to the closure of our Vernon, California processing facility, the closure and/or reduction of certain farms in Arizona, California, Missouri and Utah and certain residual operating and restructuring expenses, including the termination of a number of agreements with contract farmers, workforce reduction, and accelerated depreciation of machinery and equipment with no future alternative use, due to discontinuation of operations on the West Coast and efforts to improve the cost structure of our Hog Production segment.

(5) Includes an impairment of certain biogas assets recognized by our joint venture, Align, and costs incurred in connection with the closure of certain farms in Missouri that impacted assets owned by our joint venture, Monarch.

(6) Includes a $32 million gain on the sale of our Utah hog farms and a $6 million gain on the sale of breeding stock to Murphy Family Farms in the fourth quarter of 2024.

(7) Represents the recognition of employee retention tax credits received under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.

(8) Consists of gains recognized in connection with settlements of insurance claims, including gains recognized in the second quarter of 2025 and the second and third quarters of 2024 for losses incurred in connection with past litigation and gains recognized in the first quarter of 2025 and in fiscal years 2023 and 2022 for recoveries associated with property destruction.

(9) Represents the tax effects of the non-GAAP adjustments based on a statutory tax rate of 25.7%.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt and Ratio of Net Debt to Adjusted EBITDA

	Six Months Ended				Twelve Months Ended		Fiscal Year									Affected income statement account
	June 29, 2025		June 30, 2024		June 29, 2025		2024		2023			2022		2014		Affected income statement account
	(in millions except for percentages)
Net income (loss) from continuing operations	$	415	$	372	$	841	$	798	$	(133	)	$	811	$	437
Interest expense, net		22		35		53		66		76			87		162
Income tax expense (benefit)		134		96		308		271		(41	)		231		219
Depreciation and amortization		165		165		340		339		427			440		199
EBITDA from continuing operations	$	736	$	668	$	1,542	$	1,474	$	329		$	1,569	$	1,017
Litigation charges(1)		73		—		73		—		208			—		—	SG&A
Reduction in workforce(2)		6		—		6		—		—			—		—	SG&A
Reduction in workforce(2)		2		—		2		—		—			—		—	Cost of sales
Office closures(3)		4		—

SMITHFIELD FOODS INC S-1