UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets
U.S. Premium Beef, LLC (the “Company” or “USPB”) received an offer (the “Offer”) from National Beef Packing Company, LLC (“NBP”), pursuant to the terms of that certain Fourth Amended and Restated Limited Liability Company Agreement of NBP, dated as of February 28, 2019 (the “NBP Operating Agreement”), to purchase a pro rata share of units of membership interest in NBP (“Units”) at a price of $231,106.21 per Unit. On September 25, 2025, the Company purchased 130.4415 units of membership interest in NBP (the “Purchased Units”) pursuant to the Offer for a purchase price of approximately $30.1 million.
The purchase price was funded by cash on hand. Following the purchase of the Purchased Units, the Company’s ownership interest in NBP remains at 15.0729%.
As previously disclosed, on June 10, 2019, USPB entered into the First Amended and Restated Cattle Purchase and Sale Agreement with NBP (the “Amended Agreement”). Per the terms and conditions of the Amended Agreement, NBP is required to purchase from USPB Class A unitholders, and USPB is required to cause to be sold and delivered from its Class A unitholders to NBP, a base amount of 735,385 (subject to adjustment) head of cattle per year. In fiscal years 2024, 2023, and 2022, USPB elected to increase the number of cattle that its Class A unitholders could deliver during USPB’s delivery year by up to 10%. For fiscal years 2024, 2023, and 2022, the average cattle deliveries by USPB’s Class A unitholders and associates were approximately 24.3% of NBP’s total cattle requirements under the Amended Agreement. The purchase price for the cattle is determined by pricing grids, which, at all times, are required to be no less favorable than any other pricing grid being utilized by NBP and the pricing grid shall be competitive with NBP’s major competitors for the purchase of cattle. NBP also purchased additional cattle from certain USPB members and associates outside of the Amended Agreement.
The foregoing description of the NBP Operating Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2019 and is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| U.S. PREMIUM BEEF, LLC | |
| By: /s/ Stanley D. Linville | |
| Stanley D. Linville | |
| Chief Executive Officer |
Dated: September 26, 2025
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