SMITHFIELD FOODS INC

S-11 ea0252691-03.htm REGISTRATION STATEMENT

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

(Exact name of registrant as specified in its charter)

(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

(757) 365-3000

(Name, address, including zip code, and telephone number, including area code, of registrant’s agent for service)

With copies to:

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 apost-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 apost-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, anon-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:

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.

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

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.

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.

(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 thebook-entry facilities of The Depository Trust Company.

The date of this prospectus is , 2025.