BRF S.A.
Publicly Held Company with Authorized Capital
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
MATERIAL FACT
BRF S.A. ("BRF" or "Company") (B3: BRFS3; NYSE: BRFS) hereby informs its shareholders and the market in general that the Company's Board of Directors, on this date, within the scope of the share acquisition program of its own issuance subject of the Material Facts disclosed on May 7, 2024, August 14, 2024 and November 13, 2024 ("Share Buyback Program"), approved the acquisition of up to 15 million additional common shares to the amount already repurchased by the Company, which may be acquired as of this date hereof, with the other conditions of the Share Buyback Program which remains unchanged.
Therefore, the Share Buyback Program will comply with the following conditions:
| · | The objective of the Company with the Share Buyback Program: to maximize the generation of shareholder value, promoting the efficient allocation of available resources and of the Company's capital structure. The Company may use the shares to be acquired to remain in treasury, and subsequent sale or cancellation, as well as to fulfill the obligations and commitments undertaken by the Company under the Stock Option Plan, approved by the Company’s Ordinary and Extraordinary Shareholders' Meeting dated as of April 8, 2015 ("Stock Option Plan") and under the Restricted Stock Option Plan, approved by the Company’s Ordinary and Extraordinary Shareholders’ Meeting dated as of April 8, 2015 and amended in subsequent General Meetings ("Restricted Stock Option Plan"); |
| · | Maximum amount of shares to be purchased: up to 15 million common shares, as from the date hereof until the date of the end of the Share Buyback Program; |
| · | Amount of free float shares, in accordance with the definition provided under Article 1, sole paragraph, item I, of CVM Resolution No. 77/2022: 832,617,717 common shares (based on the shareholding position as of January 31, 2025); |
| · | Amount of shares already held by the Company: 68,173,171 common shares (based on the shareholding position on January 31, 2025); |
| · | The Company, represented by the Board of Directors, understands that the acquisition of its own shares, to fulfill the purpose outlined herein, will not impact its shareholding composition, nor its financial health; |
| · | Maximum term for the acquisition of shares issued by the Company under the Share Buyback Program: the same term approved by the Board of Directors at a meeting held on May 7, 2024, which began on May 8, 2024 and will end on October 7, 2025, and the Company's board of Officers shall define the dates on which buybacks will be effectively executed; |
| · | Financial institutions that will act as intermediaries: XP INVESTIMENTOS CORRETORA DE CAMBIO, TITULOS E VALORES MOBILIARIOS S.A., CNPJ: 02.332.886/0001-04, Av. Ataulfo de Paiva - Rio de Janeiro - Leblon - CEP22.440-032; AGORA CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., CNPJ: 74.014.747/0001-35, Av. Presidente Juscelino Kubitschek, 1309, 4th, 5th and 11th floor - Vila Nova Conceição - São Paulo - SP - CEP: 04.543-011; ITAÚ CORRETORA DE VALORES S.A., CNPJ: 61.194.353/0001-64, Avenida Brigadeiro Faria Lima, 3500, 3rd floor, Itaim Bibi, São Paulo, SP, 04538-132. |
| · | The acquisitions made under the Buyback Program will be supported by the Company's capital reserve, as shown in the Company’s financial statements relating to the year ended December 31, 2024, whose amount corresponds to R$ 2,763,362,601.00. |
São Paulo, February 26, 2025.
Fábio Luis Mendes Mariano
Chief Financial and Investor Relations Officer
