史密斯菲德食品美股招股说明书(2025-09-05版)

19,531,698Shares Smithfield Foods, Inc. Common Stock SFDSUK Holdings Limited,or the selling shareholder,an indirect wholly ownedsubsidiaryof our parent company,WH Group Limited,or WH Group,is offering19,531,698shares of our common stock,or the firm shares.We will not receive anyproceedsfrom the sale of stock by the selling shareholder.Our common stock islistedon the Nasdaq Global Select Market under the symbol“SFD.”On September 4,2025,the last reported sales price of our common stock on the Nasdaq Global SelectMarket was$24.24 per share. Afterthe completion of this offering,WH Group will beneficially own approximately87.8%of our shares of common stock(or 87.0%if the underwriters exercise in fulltheir option to purchase additional shares of our common stock). As a result, we willcontinue to be a “controlled company” within the meaning of the corporate governancestandardsofTheNasdaq Stock Market LLC,or Nasdaq,and will continue to qualifyfor,and intend to continue to rely on,exemptions from certain corporate governancerequirements.There is no single shareholder or group of shareholders that owns 50%ormore of the voting power of WH Group as of the date of this prospectus.As aresult,WHGroupis not considered a controlled company within the meaning of thecorporate governance standards of Nasdaq. Investingin our common stock involves risks.See“Risk Factors”beginningon page29to read about factors you should considerbeforebuying shares of our common stock. Neitherthe Securities and Exchange Commission,or the SEC,noranystate securities commission has approved or disapproved ofthesesecurities or passed upon the adequacy or accuracy of thisprospectus.Anyrepresentationto the contrary is a criminaloffense. (1)See “Underwriting” for additional information regarding underwriting compensation. Atour request,the underwriters have reserved up to 1%of the shares of our commonstockoffered by this prospectus for sale at the public offering price through adirectedshare 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 ofthis prospectus to purchase up to2,929,754 additional shares of our common stock, ortheadditional shares,at the public offering price listed on the cover page of thisprospectus,less underwriting discounts and commissions and subject to adjustment intheevent we declare dividends payable on the firm shares but not the additionalshares.We will not receive any proceeds from the sale of stock by the sellingshareholderpursuant to any exercise of the underwriters’option to purchaseadditional shares. LongWan,the chairman of our board of directors and the chairman of WH Group,hasagreed to purchase1.8 million shares of our common stock offered in this offering at thepublic offering price.The underwriters will receive the same underwritingdiscountsand commissions on the shares of our common stock purchased by Mr.Wan asthey will from the other shares of our common stock sold in this offering.The sharesare subject to the 90-day lock-up agreement described herein. See “Underwriting” fora description of the lock-up agreement. Theunderwriters expect to deliver the shares on or about September 8,2025 throughthebook-entry facilities of The Depository Trust Company.___________________________________ MorganStanley Barclays BNPPARIBAS GoldmanSachs&Co.LLC The date of this prospectus isSeptember 4, 2025. TABLEOF CONTENTS PageAbout this ProspectusiiProspectus Summary1The Offering20Summary Historical Consolidated Financial and Other Information22Risk Factors29Cautionary Note Regarding Forward-Looking Statements62Use of Proceeds64Dividend Policy65Management66Certain Relationships and Related Party Transactions71Principal and Selling Shareholders77Description of Capital Stock78Shares Eligible for Future Sale85Material U.S.Federal Income Tax Consequences to Non-U.S.Holders88Underwriting91Legal Matters104Experts104Where You Can Find More Information104Incorporation by Reference105 We,the selling shareholder and the underwriters have not authorized anyone toprovideany information or to make any representations other than those contained inandincorporated by reference into this prospectus,any amendment or supplement tothisprospectus or any free writing prospectus prepared by us or on our behalf.We,theselling shareholder and the underwriters take no responsibility for,and cannotassureyou as to the reliability of,any other information that others may give you.Thisprospectus is an offer to sell only the shares of our common stock offeredhereby,but only under circumstances and in jurisdictions where it is lawful to doso. Theinformation contained in and incorporated by reference into this prospectusiscurrent only as of the date of this prospectus or the date of the documentincorporatedby reference herein,as applicable,regardless of the time of deliveryofthis prospectus or of any sale of shar