BRB Foods enters agreement to acquire PMZ

Item 1.01 Entry into a Material Definitive Agreement.

Contribution Agreement

On October 22, 2026, BRB Foods Inc. (the Company or BRB ) entered into a Contribution Agreement and Other Covenants, dated as of October 22, 2026 (the Contribution Agreement ), with Pivato Administra o e Participa es Ltda. ( Pivato ), GKX Consultoria Ltda. ( GKX ), Marcos Paulo Zavaneli, Mauricio Raul Pereira da Costa and Mauricio Pereira da Costa (collectively, the Contributors ), and, as intervening party, PMZ Alimentos S.A., a Brazilian privately held corporation (sociedade an nima de capital fechado) ( PMZ ).¹ The Contribution Agreement was executed electronically, and execution by all parties was completed on October 23, 2026.⁵

PMZ, founded in 1979 and headquartered in S o Jos do Rio Pardo, State of S o Paulo, Brazil, processes and packages rice and mills broken grains into rice flour for food-industry customers, and sells under its own brands to retail and food-service customers in Brazil.³ The Contributors together own 100% of the issued and outstanding share capital of PMZ, held as follows: Pivato, 60%; Mauricio Raul Pereira da Costa, 20%; Mauricio Pereira da Costa, 10%; GKX, 7%; and Marcos Paulo Zavaneli, 3%.⁴

Contribution and Consideration

Subject to the terms and conditions of the Contribution Agreement, at the closing (the Closing ) the Contributors will transfer and contribute to the capital of BRB all of the issued and outstanding shares of PMZ, free and clear of all encumbrances, and PMZ will become a direct, wholly owned subsidiary of BRB.^{2 2}In exchange, BRB will issue to the Contributors an aggregate of 2,800,000 shares of the Company s common stock (the Consideration Shares )², allocated pro rata to the Contributors ownership of PMZ: 1,680,000 shares to Pivato, 560,000 shares to Mauricio Raul Pereira da Costa, 280,000 shares to Mauricio Pereira da Costa, 196,000 shares to GKX and 84,000 shares to Marcos Paulo Zavaneli.

The number of Consideration Shares is fixed and will not be a

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.⁶

Description⁶

10.1*⁶

Contribution Agreement and Other Covenants, dated as of October 22, 2026, by and among BRB Foods Inc., Pivato Administra o e Participa es Ltda., GKX Consultoria Ltda., Marcos Paulo Zavaneli, Mauricio Raul Pereira da Costa, Mauricio Pereira da Costa and, as intervening party, PMZ Alimentos S.A.⁶

104⁶

Cover Page Interactive Data File (embedded within the Inline XBRL document)⁶

* Exhibit 5.7 (survey plan of the Excluded Property) has been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of the omitted exhibit to the SEC upon request.

Certain personal information (identity card and taxpayer registration numbers, personal details, residential addresses and personal e-mail addresses) has been redacted pursuant to Item 601(a)(6) of Regulation S-K.⁷

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SIGNATURE

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 hereunto duly authorized.

Date: October 30, 2026

BRB FOODS INC.

By:

/s/ Paulo Roberto Bonifacio

Name:

Paulo Roberto Bonif cio

Title:

Chief Executive Officer

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