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3.A. [Reserved]
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
3.D. Risk Factors
In light of the
complexity of our business and the range of products and services offered to our clients in all segments of the market, we are exposed
to various types of risks. In this section, we present the material risks that may affect our activities or our shares and ADSs.
Summary of risk factors
This section
is intended to be a summary of more detailed discussions contained elsewhere in this annual report.
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Our business,
operating results, financial conditions or investments made in our shares and ADSs may be harmed if any of these risks materialize. Moreover,
the risks described below are not the only ones we face. Other risks and uncertainties not yet known on the date of this report, or which
are considered immaterial today, may also affect us negatively.
Summary of risks relating to
Brazil
· The Brazilian government exercises influence over the Brazilian economy, and Brazilian political and economic conditions have a direct impact on our business.
· The inflation can affect our revenues and our ability to access foreign financial markets.
· Changes in the base interest rate (SELIC) by the Central Bank of Brazil may materially and/or adversely affect our margins and operating results.
· The low growth rate of the Brazilian economy may adversely affect us.
· Developments and the perception of risk in Brazil and other countries, especially emerging market countries, may adversely affect the market price of Brazilian securities, including our shares and ADSs.
· Our investments in debt securities issued by the Brazilian government expose us to additional risks associated with Brazil.
· Changes in taxes and other fiscal assessments may adversely affect us.
· Our financial and operating performance may be adversely affected by epidemics, natural disasters and other catastrophes.
· Currency exchange rate variations may have an adverse effect on the Brazilian economy and on our results and our financial condition.
· Changes in international interest rates could adversely impact global economic or market conditions and, consequently, affect our activities and results.
· Geopolitical conflicts and trade disputes may generate widespread uncertainties, significantly impacting business relationships, investor risk appetite and the price of certain assets, especially commodities, generating instabilities that can affect our activities and, consequently, our results.
Summary of risks relating to
us and the Brazilian banking industry
· Our trading activities and derivative transactions, as well as our investments in financial assets measured at fair value, can be volatile and result in significant financial losses, adversely impacting our operating results.
· We may experience increases in the level of past due loans made to our clients, as our portfolio of loans and advances becomes more seasoned.
· We may incur losses associated with counterparty risk exposure.
· We may face significant challenges in gaining possession of, and realizing value from, collateral with respect to loans in default.
· We may incur losses due to impairment of goodwill from acquired businesses.
· A downgrade of our ratings may adversely affect our funding cost, our access to capital and debt markets, our liquidity and, as a result, our competitive position.
· Adverse conditions in the global credit and capital markets, as well as the value and/or perception of the value of Brazilian government securities, may adversely affect our ability to access funding in a cost-effective and/or timely manner.
· Changes in regulations regarding reserve and compulsory deposit requirements may reduce operating margins.
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· Adverse developments affecting the financial services industry, such as events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our ability to finance our assets.
· Our losses in connection with insurance claims may vary from time to time. Differences between the losses from actual claims and underwriting and reserving assumptions and the related insurance liabilities may have an adverse effect on us.
· We are responsible for claims of our clients if our reinsurers fail to meet their obligations under the reinsurance contracts.
· A failure in, or breach of, our operational, security or technological infrastructure and systems, or those of our suppliers, could temporarily interrupt our businesses and cause losses.
· The loss of members of senior management, or our ability to attract and maintain key personnel, could have a material adverse effect on us.
· Financial institutions, like us, may be subject to legal proceedings arising due to certain actions by third parties related to corruption, money laundering and terrorism financing (ML/TF).
· Third parties may use us for criminal activities without our knowledge, which could expose us to additional liability and could have a material adverse effect on us.
· We may suffer losses due to employee misconduct.
· The Brazilian government regulates the operations of Brazilian financial institutions and insurance companies. Changes in existing laws and regulations or the imposition of new laws and regulations may negatively affect our operations and revenues.
· We are subject to regulation on an individual and a consolidated basis and may be subject to liquidation or intervention on a consolidated basis.
· The Brazilian Constitution previously established a ceiling on loan interest rates. If the Brazilian government enacts new legislation with similar effects in the future, our operating results may be adversely affected.
· Any substantial increase or decrease in the interest rate ceiling could have a material effect on our financial condition, our operating results or on the prospects of financial institutions based in Brazil, including us.
· We may incur penalties in case of non-compliance with data protection laws.
· We remain subject to residual risks of losses relating to inflation-adjustment claims (“expurgos inflacionários”) associated with savings accounts in Brazil. Although the STF upheld the constitutionality of the Bresser, Verão, Collor I and Collor II economic plans, we are still exposed to expected costs and expenses arising from adhesions to the court-approved collective settlement and from remaining ongoing lawsuits.
· As the regulatory framework for artificial intelligence and machine learning technology evolves, our business, financial condition and operating results may be adversely affected.
· The increasingly competitive environment in the Brazilian banking and insurance segments may have a negative impact on our business prospects.
· Potential need to provide financial support for related entities, either due to insufficient capital and/or liquidity, relevant operational problems and dependence on services rendered by suppliers/partners may negatively impact our business performance.
· Failure to adequately protect ourselves against risks relating to cybersecurity could materially and adversely affect us.
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· We provide financings for projects carried out by clients which may result in negative socio-environmental impacts which, in turn, could negatively affect our operating results and reputation.
· Climate change may have adverse effects on our business.
· Damage to our reputation could harm our business and outlook.
· We may make non-optimal business decisions due to flawed/deficient models, or inappropriate use of those models.
Summary of risks relating to
our risk management and other risks
· Our risk management structure may not be fully effective.
· A majority of our common shares are held, directly and indirectly, by one shareholder. Our Board of Directors is composed of 11 members, of whom four are independent members. As a result, the non-independent members may have interests that conflict with the interests of our other investors.
Summary of risks relating to
our shares, preferred share ADSs and common share ADSs
· The Deposit Agreements governing the ADSs provide that holders of the ADSs will only receive voting instructions if we authorize the depositary bank to contact those holders to establish voting instructions; and there are practical limitations we may give such holders on any ability to vote.
· Under Brazilian Corporate Law, preferred shareholders have limited voting rights; accordingly, preferred share ADS holders will have similar limitations on their ability to vote.
· The relative volatility and low liquidity of the Brazilian securities markets may substantially limit your ability to sell shares underlying the ADSs at the price and time you desire.
· If we do not pay dividends to holders of our common shares and preferred shares, no dividends will be paid to holders of ADSs.
· As an ADS holder you will have fewer and less well-defined shareholders’ rights than in the United States and certain other jurisdictions.
· It may be difficult to bring civil liability causes against us or our directors and executive officers outside of Brazil.
· If we issue new shares or our shareholders sell shares in the future, the market price of your ADSs may be reduced.
· The payments on the ADSs may be subject to U.S. withholding under the Foreign Account Tax Compliance Act (“FATCA”).
· You may be unable to exercise preemptive rights relating to our shares.
· If you exchange your ADSs for their underlying shares, you risk losing Brazilian tax advantages and the ability to remit foreign currency abroad.
· Relevant local insolvency laws may not be as favorable to you as bankruptcy laws in the jurisdictions with which you are familiar.
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Risks relating to Brazil
3.D.10 Macroeconomic risks
We continually
monitor the macroeconomic risks that may materially impact our business, financial condition and operating results. These risks are assessed
by processes carried out in line with our governance structure.
3.D.10.01 Domestic environment
3.D.10.01-01 The Brazilian government
exercises influence over the Brazilian economy, and Brazilian political and economic conditions have a direct impact on our business.
Investing in
emerging market countries such as Brazil carries economic risks. Volatility in Latin American and other emerging market economies has
been caused by many different factors, including high interest rates, changes in currency values, high levels of inflation, exchange controls,
wage and price controls, changes in economic or tax policies, the imposition of trade barriers, and internal security issues. Any of these
factors may adversely affect the value of our shares and ADSs.
Abrupt changes in monetary
or fiscal policies may generate uncertainties about economic policy, leading to a deterioration in expectations, increasing volatility
and negatively impacting the prices of domestic assets. Accordingly, economic policies and signals that are consistent and transparent
tend to keep macroeconomic volatility at low levels. In any case, we have no control over and cannot predict the measures and policies
that may be adopted in, the future.
Historically,
Brazil’s political scenario has influenced the performance of the Brazilian economy and political crises have affected the confidence
of investors and the general public, which, in recent years, has resulted in a deceleration in the economy and greater volatility in the
securities of Brazilian companies issued abroad. Uncertainties about economic policies, especially fiscal policies, may generate negative
impacts on the prices of domestic assets, such as currency depreciation, increases in long-term interest rates and inflation and volatility
of stock exchanges. In addition, uncertainty about the economic policies that the Brazilian government may adopt may influence market
perception of risk of foreign investment in Brazil, which in turn may adversely affect the market value of our shares and ADSs.
Furthermore,
legislative changes may have an adverse impact on our operations, performance, our business, financial condition and operating results.
For more information on legislative changes, especially changes in tax-related laws and regulations, see “3.D.10.01-07 Changes
in taxes and other fiscal assessments may adversely affect us”.
Uncertainty regarding
economic and fiscal policies and the legal framework can harm the Brazilian economy and, consequently, our business, operating results
and financial condition.
3.D.10.01-02 Inflation can affect
our revenues and our ability to access foreign financial markets.
Inflation and
governmental measures to combat inflation may have significant negative effects on the Brazilian economy and contribute to increased economic
uncertainty and increased volatility in the Brazilian securities markets, which may have an adverse effect on us.
Current economic
policy in Brazil is premised on a monetary regime under the supervision of the Central Bank of Brazil to ensure that the effective rate
of inflation stays in line with a predetermined and previously announced target. According to the Extended National Consumer Price Index
(IPCA), in 2025, the inflation rate reached 4.26%, above the center of the target of 3.00%, but within the tolerance range of 1.50%. In
previous years, inflation rates were also above the target limit, reaching 4.83% in 2024, compared to the 3.00% target, and 4.62% in 2023
compared to the 3.25% target.
Inflation and government
measures to combat inflation may continue to have significant negative effects on the Brazilian economy, including greater volatility
in the Brazilian securities market. Moreover, measures to control inflation often
led to maintaining a restrictive monetary policy, with high interest rates (on this respect, see item “3.D.10.01-03. Changes in
the base interest rate by the Central Bank of Brazil can substantially and/or negatively affect our margins and the operating results”),
thereby restricting credit availability and limiting economic growth. On the other hand, the absence of a consistent and responsible monetary
policy may trigger increases in the rate of inflation and thus negatively affect economic stability. In the event of an increase in inflation,
we may not be able to adjust the prices we charge our clients to offset the effects of inflation on our cost structure, which may adversely
affect us and our operating results.
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Unanchored inflation expectations,
combined with resilience in economic activity and labor market pressures have led the Central Bank of Brazil to extend the monetary tightening
cycle, which began in September 2024, throughout 2025. On June 18, 2025, the SELIC rate was raised to 15% which remained in the same level
until the end of the year and was decreased to 14.75% on March 18, 2026.
The effects
of persistent high inflation and policies to contain it can affect our costs and net margins and if investor confidence falls, the price
of our shares and ADSs may decrease. Inflationary pressures may also affect our ability to access foreign financial markets, while public
policies to reduce inflation may have an adverse effect on our business, financial condition, operating results and the market price of
our shares and ADSs.
3.D.10.01-03 Changes in the base
interest rate (SELIC) by the Central Bank of Brazil may materially and/or adversely affect our margins and operating results.
As a result of inflationary
pressures and the macroeconomic instability observed in recent years, the Brazilian government has historically adopted monetary policies
that have resulted in Brazil’s interest rates being among the highest in the world. The Monetary Policy Committee (COPOM) of the
Central Bank of Brazil sets the base interest rates generally available to the Brazilian banking system (SELIC), based on the expansion
or contraction of the Brazilian economy, inflation rates and other economic indicators. During recent years, interest rates have shown
an upward trend. As of December 31, 2023, the SELIC rate was 11.75%, increasing to 12.25% in 2024 and to 15.00% in 2025, being reduced
to 14.75% at the COPOM meeting held on March 18, 2026, where it remains as of the date of this annual report.
We have no control
over the base interest rates established by the COPOM of the Central Bank of Brazil or the frequency with which they are adjusted. Increases
in the SELIC rate may have an adverse effect on us by reducing the demand for our credit and increasing our funding costs, financial expenses
related to existing debt and the risk of default by clients. Reductions in the SELIC rate may also have an adverse effect on us by reducing
the interest income we earn on our interest-earning assets thus reducing our revenues and margins.
3.D.10.01-04 The low growth rate
of the Brazilian economy may adversely affect us.
Global recessions
have a direct impact on Brazil's economic activity. The country has suffered in the past with economic crises resulting from domestic
imbalances, such as between 2014 and 2016, when GDP decreased by 6.24%. The persistence or intensification of low economic growth and
the risk of new recessive cycles can negatively affect our operations and revenues.
Brazil recovered consistently
from the economic recession of 2020. After suffering the serious effects of the COVID-19 pandemic, the Brazilian economy showed a strong
expansion in 2022, 2023, 2024 and 2025 with an average growth of 3.0% per annum. However, the lagged effects of the monetary tightening
initiated in 2024, combined with the reduction in fiscal stimulus, started to negatively impact the pace of domestic economic growth in
the second half of 2025 and may continue to adversely affect economic activity in 2026.
Any intensification
of the economic crisis in Brazil and uncertainty about whether the Brazilian government is prepared and willing to implement changes to
policies or regulations to address economic challenges may affect us adversely. Accordingly, the risks of new recessionary cycles can
adversely impact our result of operations and revenues.
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3.D.10.01-05 Developments and
the perception of risk in Brazil and other countries, especially emerging market countries, may adversely affect the market price of Brazilian
securities, including our shares and ADSs.
The market
value of securities of Brazilian companies is affected to varying degrees, by economic and market conditions in other countries, including
other Latin American and emerging market countries. Although economic conditions in these countries may differ significantly from economic
conditions in Brazil, investors’ reactions to developments in these other countries may have an adverse effect on the market value
of securities of Brazilian issuers. Given the increasing globalization of the capital markets, crises in the U.S., European Union and
other countries may also diminish investor interest in securities of Brazilian issuers, including ours, which could adversely affect the
market price of our shares and ADSs.
3.D.10.01-06 Our investments in
debt securities issued by the Brazilian government expose us to additional risks associated with Brazil.
We invest in
debt securities issued by the Brazilian government. The trading price of these securities is affected by, among other things, market conditions
in Brazil, the perception of Brazil and the related perception of the Brazilian government’s ability to repay principal and/or make
interest payments. Accordingly, adverse developments or trends in any of these areas could have a knock-on adverse effect on the value
of our securities portfolio, thereby affecting our financial condition and the results of our operations, which may affect the market
value of our shares and ADSs.
3.D.10.01-07 Changes in taxes
and other fiscal assessments may adversely affect us.
The Brazilian government
has frequently implemented tax reforms, which are applicable to us and our clients. Such reforms include changes in tax rates and, occasionally,
enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. The effects of these changes and
any other changes that result from enactment of additional tax reforms have not been, and cannot be, quantified and there can be no assurance
that, once implemented, these reforms will not have an adverse effect upon our business.
In 2027, our business
and that of our clients will be impacted by the “Consumption Tax Reform,” which introduces a broad restructuring of value-added
taxes levied on the provision of services and the sale of goods. However, the specific impacts of this reform are still being assessed.
This reform, resulting from Constitutional Amendment No. 132/23 which instituted the Tax Reform on Consumption, was enacted, having as
main milestone the replacement of five current taxes (PIS, COFINS, ICMS, ISS and IPI) by a Value Added Tax (VAT), divided into two (VAT-Dual):
(i) the Contribution on Goods and Services (Contribuição sobre Bens e Serviços) (“CBS”), directed
to the federal government; and (ii the Tax on Goods and Services (Imposto sobre Bens e Serviços) (“IBS”), directed
to states, municipalities and the Federal District.
The CBS and
IBS already have partial regulation under Complementary Law No. 214/2025 and Complementary Law No. 227/26, which respectively (i) establish
the specific regime applicable to financial services, including transition rules aimed to preserving, for a given period, the tax burden
on financial intermediation (including the “loan spread”); and (ii) established the tax rates for financial services, which
will progressively increase from 10.85% in 2027 to 12.50% in 2033. The same law provides for a reduction of 2% for financial services
subject to the ISS (Imposto sobre Serviço), and this reduction is progressively eliminated by 2033.
Despite this definition,
several points that are crucial to determine the impacts of the tax reform on our business are still pending to be regulated – for
example, there is no definition of the IBS/CBS tax rate applicable to the general regime, which covers much of our services.
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Another prospective change
arises from Complementary Law No. 224/25, which increased the Social Contribution on Net Income (CSLL) rates applicable to the financial
sector, with effectiveness as of April 1, 2026, subsequent to the filing of this Form 20-F. As a result, an increase in the CSLL burden
is expected in segments of the Group other than banking activities (for example, capitalization and payments businesses), which remains
to be confirmed in practice and may reduce margins and influence product pricing, given the higher tax burden applicable to Group entities.
We cannot assure that
the Brazilian government will refrain from implementing new tax reforms or changes to applicable laws and regulations, nor that it will
maintain or renew incentives on terms favorable to us. Any such changes that increase, directly or indirectly, our Group’s tax burden
could place pressure on our margins and adversely affect our business and operating results.
In addition, certain sector-specific
taxes remain subject to potential legislative and regulatory changes, which may require adjustments to our pricing, product offerings,
and capital policies. Furthermore, tax authorities or courts may interpret tax regulations differently from us, which could result in
tax disputes, associated costs, and penalties.
For more information
about current tax rates and known effects, including tax changes already in force that may affect our activities and results, see “4.B.80
Taxes on our main transactions” and “Item 10. Additional Information – 10.E. Taxation.”
3.D.10.01-08 Our financial and
operating performance may be adversely affected by epidemics, natural disasters and other catastrophes.
The
outbreak of communicable diseases on a global scale may affect investment decisions and may result in sporadic volatility in the international
and/or Brazilian markets. Adoption of governmental and private measures, including restrictions, as a whole or in part, on the circulation
and transportation of persons, goods and services and consequently, in the closure of private establishments and public offices, interruptions
to the supply chain, reduction of consumption in general by the population and volatility in the price of raw materials and other inputs.
The
outbreak of epidemics (such as the COVID-19 pandemic), natural disasters and other catastrophes may have a negative and significant effect
on the global and Brazilian economy, resulting in the following factors:
· Reduction in the level of economic activity;
· Currency devaluation and volatility;
· Increase in the fiscal deficit and reduced capacity of the Brazilian government to make investments and payments and to contract services or acquire goods;
· Decrease in the liquidity available in the international and/or Brazilian market; and
· Delays in judicial, arbitral and/or administrative proceedings in Brazil, especially in those which are not electronic.
The
occurrence of any of these events may have a materially adverse effect on the global and/or Brazilian economy, as well as impact the liquidity
and market value of our shares and ADSs. In addition, they may also lead to long-term socioeconomic impacts, including a possible decrease
in Brazilian GDP and an increase in demand for public spending in fundamental sectors, a scenario in which legislative amendments may
be used in order to impose, even if only temporarily, a more onerous tax treatment of our business activities, which may adversely affect
our business and operating results.
We
cannot ensure the future impacts or measures that might be adopted if there is a pandemic or other outbreak of other communicable diseases,
nor the accuracy of our evaluation of the actual and potential impacts of, or of the extent of losses resulting from, such pandemics or
other communicable diseases, which could impact our operations and financial condition.
We
cannot guarantee that other regional and/or global outbreaks of communicable diseases will not occur, and if they do occur, we cannot
assure that we will be able to prevent a negative impact on our business and financial
income, which will depend, among other factors, on the geographical distribution of the disease, the duration of the outbreak and the
extent and the general economic effects of the Government's response.
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3.D.10.02 External Environment
3.D.10.02-01 Currency exchange
rate variations may have an adverse effect on the Brazilian economy and on our results and financial condition.
Fluctuations
in the value of the real may impact our business. Oscillations in the value of the real continue to
have a material impact on business in Brazil.
Weaker currency
periods make certain local manufacturers (particularly exporters) more competitive, but also make managing economic policy, particularly
inflation, increasingly difficult, even with a decelerated growth. A weaker real also adversely impacts companies based in Brazil
with debt indexed to and/or denominated in foreign currency.
In 2024, a global strengthening
of the U.S. dollar, along with growing concerns about the sustainability of Brazilian public accounts resulted in a significant depreciation
of the real, with the U.S. dollar/real exchange rate ending 2024 at R$/US$6.19, representing a devaluation of the real
against the U.S. dollar of approximately 27.9%. In 2025, the real partially recovered reaching R$5.50 per U.S. dollar by the end of
that year, representing an appreciation of the real in relation to the U.S. dollar of approximately 11.16%. Given the prospect
of a continuing weakness of the U.S. dollar against other currencies in 2026, due to uncertainties about U.S. economic policy and high
public debt in the U.S., we believe that the real/U.S. dollar exchange rate may appreciate throughout 2026.
If the Brazilian
currency devalues or depreciates, we may incur losses on our monetary liabilities denominated in, or indexed to, foreign currencies, such
as our long-term debt denominated in U.S. dollars and loans in foreign currency and may experience gains on our monetary assets denominated
in or indexed to foreign currencies, since these liabilities and assets are converted into reais using the foreign exchange rate
at the reporting date. Consequently, if our monetary liabilities denominated in, or indexed to, foreign currencies significantly exceed
our monetary assets denominated in or indexed to foreign currencies, including any financial instruments entered into for hedging purposes,
a large devaluation or depreciation of the Brazilian currency could significantly and adversely affect our operating results, and the
market value of our shares and ADSs, even if the value of the monetary assets and liabilities has not changed in their original currency.
If the Brazilian
currency appreciates, we may incur losses on our monetary assets denominated in, or indexed to, foreign currencies, such as the U.S. dollar,
and we may experience reductions in our monetary assets or liabilities denominated in or indexed to foreign currencies, as these liabilities
and assets are converted into reais. If our monetary assets denominated in or indexed to foreign currencies significantly exceed
our monetary liabilities denominated in or indexed in foreign currencies, including any financial instruments entered into for hedge purposes,
a large appreciation of the Brazilian currency may materially and adversely affect our operating results, even if the value of monetary
assets and liabilities has not changed in their original currency.
3.D.10.02-02 Changes in international
interest rates could adversely impact global economic or market conditions.
Major central
banks around the world started a process of normalizing monetary conditions in 2024, which was interrupted by them in 2025. The European
Central Bank reduced the base interest rate from 4.0% in 2024 to 2.0% in June 2025. On the other hand, the Federal Reserve (Fed –
U.S. Central Bank) reduced the Fed Funds rate from the range between 5.25% and 5.50% in 2024 to 3.5% and 3.75% in December 2025, while
the Bank of England cut the base interest rate from 5.25% to 3.75% in the same period. Following a period of steady deceleration, inflation in these
regions became highly volatile, making it challenging to reach targets. Furthermore, uncertainties stemming from global geopolitical and
commercial conflicts pose a risk of reigniting inflationary pressures, which may prompt central banks in developed economies to halt their
cycle of interest rate cuts.
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Historically,
periods of high interest rates are associated with increased risk aversion among investors. The increase in the cost of capital globally,
changes in financial conditions or a faster-than-expected economic slowdown – consequences of interest rate increases – may
adversely affect our business, results of our operations, our financial condition, the market value of our shares and ADSs.
3.D.10.02-03 Geopolitical conflicts
and trade disputes may generate widespread uncertainties, significantly impacting business relationships, investor risk appetite and the
price of certain assets, especially commodities, generating instabilities that can affect our activities and, consequently, our results.
Geopolitical conflicts and
trade disputes may generate widespread uncertainties, significantly impacting business relationships, investor risk appetite, the price
of certain assets, especially commodities, and, consequently, our activities and our results of operations. This scenario could trigger
an increase in inflation globally, with an impact on interest rate policies adopted by central banks, and a greater aversion to risk and
currencies of emerging countries, with potential effects on international liquidity and global economic growth. Any consequences resulting
from these events may have adverse effects on the political, economic and business environment in Brazil, which could impact the perception
and confidence of stakeholders in the Brazilian economy, which in turn could have a negative effect on our operations. As of the date
of this annual report, there are several outbreaks of geopolitical instability globally (most notably in Russia and Ukraine; Israel and
Hamas; Iran; and Greenland). These tensions have led to increased volatility of financial assets.
United States
trade policy has also been a significant source of global economic uncertainty. During the administration of U.S. President Donald Trump,
the United States imposed a series of tariffs on imports from various countries, including China, members of the European Union, Canada,
Mexico and Brazil, covering a wide range of products such as steel, aluminum, agricultural products and manufactured items. Many of the
affected countries have taken retaliatory measures, imposing tariffs on U.S. exports, which in turn contributed to increased volatility
in global trade flows, disruption in supply chains, and increased uncertainty in commodity and exchange markets. Although some of these
measures were subsequently modified, suspended or replaced, the precedent of unilateral imposition of tariffs and retaliatory trade actions
raises the risk of sudden changes in global trade policy, which could adversely affect cross-border investment flows, commodity prices
and the demand for financial services in the markets in which we operate.
Separately, the U.S. Trade
Representative (“USTR”) announced a 50% tariff on certain Brazilian exports, alleging that Brazil had exerted undue pressure
on U.S. technology companies, including requiring the censorship of political speech, the disclosure of user data and changes to content-moderation
policies under threat of legal and regulatory penalties. According to the USTR, the tariff decision resulted from hearings and consultations
with stakeholders in the U.S. digital sector and was presented as a response to alleged violations by Brazil of trade and human rights
commitments. Subsequent negotiations between representatives of the two governments resulted in a list of exemptions that excluded several
Brazilian export products—such as coffee, meat, orange juice and iron ore—from the additional tariff initially imposed by
the USTR. We cannot assure that new tariffs, export controls, sanctions, restrictions on technologies or services, or other trade measures
will not be adopted, expanded or reinstated in the future. The increase in tariffs and the possibility of new trade restrictions may slow
global trade and economic activity, cause disruptions in supply chains, and contribute to greater volatility and uncertainty in the markets.
In addition, geopolitical
tensions in Latin America have intensified, particularly with regard to Venezuela and Cuba. More recently, in early January 2026, Venezuelan
President Nicolas Maduro and his wife were detained by U.S. authorities as part of a U.S. military operation and were later transported
to the United States to face federal criminal prosecution related to drug trafficking charges. The circumstances surrounding these developments
have increased uncertainty about political stability, diplomatic relations and economic conditions in Venezuela and the region in general.
The outcome of
these conflicts remains uncertain, as well as their effects on the global or Brazilian economy, inflation levels and global credit and
capital markets, which may in turn affect our business, our financial situation and our operating results.
Bilateral relations between
Brazil and the United States constitute an additional source of geopolitical and regulatory uncertainty, with the potential to affect
market access, risk perception and asset prices in Brazil.
In the second half of 2025,
the United States government imposed sanctions on a Justice of the STF, as well as on other individuals, under the Global Magnitsky Human
Rights Accountability Act (“Magnitsky Act”), alleging human rights violations. This measure contributed to heightened diplomatic
tensions between Brazil and the United States, introducing greater uncertainty and potential regulatory scrutiny for Brazilian entities
that operate in or maintain relationships with U.S. markets. On December 12, 2025, the Office of Foreign Assets Control removed Justice
Alexandre de Moraes and his wife, and companies related to them from the Magnitsky sanctions program, thereby lifting all sanctions previously
applicable to them.
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Geopolitical
events and political developments, such as those arising from trade tensions resulting from U.S. tariff and trade policies and the counter-tariffs
imposed by other countries and other active clashes in the Middle East, as well as the recent political and economic tensions between
the United States and Brazil among other geopolitical events, can further intensify international tensions and cause new disruptions in
global trade, industrial supply chains and transport systems, in addition to increasing market price volatility, which can adversely affect
our business, our financial condition and our operating results.
3.D.20 Risks relating to us and
the Brazilian banking industry
As a result
of the complexity of our business and the range of products and services offered to our clients in all segments of the market, we are
exposed to various types of risks, either due to internal or external factors. Among the main types of risks, we highlight:
3.D.20.01 Market risk
This relates
to the possibility of financial loss due to changes in prices and interest rates of our financial assets, as our asset and liability portfolios
may have mismatches in amounts, maturities, currency and indexes.
3.D.20.01-01 Our trading activities
and derivative transactions, as well as our investments in financial assets measured at fair value, can be volatile and result in significant
financial losses, adversely impacting our operating results.
We
are engaged in the trading of securities, and we buy debt and equity securities mainly to resell them and generate profits in the short-term,
with differences in price. The fair value of these investments may decrease significantly due to volatile financial markets and may fluctuate
over short periods of time. As of December 31, 2025, investments classified as “fair value through profit or loss” and as
“fair value through other comprehensive income” represented 29.5% of our assets and realized and unrealized gains and losses
originating from these investments have had, and may continue to have, a significant impact on our operating results.
The
Brazilian capital markets are subject to the macroeconomic risks mentioned in item “3.D.10 Macroeconomic risks”. The materialization
of these risks can result in an abrupt reduction of liquidity in the secondary market, which can hinder the timely or efficient sale of
these assets, increasing potential losses and adversely impacting our financial position.
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We enter into derivatives
transactions to manage our exposure to interest rate and exchange rate risks from clients’ operations. Such instruments are also
subject to fluctuations in value and may expose us to significant financial loss in the future. Gains and losses arising from our investment
securities and derivative instruments may, prospectively, cease to contribute to net revenue, contribute at significantly reduced levels,
or fail to provide any contribution.
These factors,
alone or jointly, may adversely affect our operating results and our financial condition.
3.D.20.02 Credit risk
Credit risk
represents the possible losses resulting from a borrower or counterparty’s non-compliance with its financial obligations under an
agreement, as well as the decrease in fair value of a loan agreement due to the deterioration in the borrower’s credit rating, the
reduction in gains or remuneration, benefits granted during renegotiation, recovery costs and other amounts related to the non-compliance
with the counterparty’s financial obligations. In addition, it includes Country/Transfer Risk, represented by the possibility of
losses related to non-compliance with obligations by a counterparty or to a mitigating instrument located outside the country, including
sovereign risk and the possibility of losses due to currency conversion of amounts received outside the country and associated with the
operation subject to credit risk. Counterparty credit risk represents the possibility of loss due to non-compliance by a given counterparty
with settlement obligations related to transactions involving the trading of financial assets or derivative financial instruments. Concentration
risk represents the possibility of losses due to significant exposure to a counterparty, risk factor, product, economic sector or geographic
region.
3.D.20.02-01 We may experience
increases in the level of past due loans made to our clients, as our portfolio of loans and advances becomes more seasoned.
Our portfolio
of loans and advances to customers experienced an increase in the year ended December 31, 2025. Any corresponding rise in our level of
non-performing loans and advances may lag behind the rate of loan growth, as loans typically do not have due payments for a short period
of time after their origination. Levels of past due loans are normally higher among our individual clients than our corporate clients.
Further,
historical loan loss trends may not predict future losses, which are impacted by many factors, including but not limited to, client default
risks, business changes from growth or acquisitions, loan expansion to new sectors or clients (e.g., individuals and small/mid-sized companies),
economic and political conditions in Brazil, regulatory or tax changes, market competition, and exposure to specific sectors or large
clients could materially impact our loan portfolio quality.
If economic
conditions deteriorate or we experience rapid loan portfolio growth, this could result in increases in our expected loss of loans and
advances and a higher delinquency ratio, which may have an adverse effect on our business, financial condition and operating results.
3.D.20.02-02 We may incur losses
associated with counterparty risk exposure.
We face the possibility
that a counterparty will be unable to honor its contractual obligations related to the settlement of bilateral transactions, including
derivative transactions or repurchase agreements. It is necessary to estimate the projected exposures of these bilateral transactions
so that adequate provisioning can be made, due to the leveraged nature of these operations. Counterparties may default on their obligations
due to bankruptcy, lack of liquidity, operational failure or other reasons at any time during the term of their operations.
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3.D.20.02-03 We may face significant
challenges in gaining possession of, and realizing value from, collateral with respect to loans in default.
If we are unable
to recover balances owed to us under secured loans in default through extrajudicial measures such as restructurings, our last recourse
with respect to such loans may be to enforce the collateral secured in our favor by the borrower. Depending on the nature of the collateral,
the enforcement of its transfer is carried out either through judicial proceedings or by extrajudicial methods. However, even where the
enforcement mechanism is duly established by law, Brazilian law allows borrowers to challenge the enforcement in the courts, even if such
challenge is unfounded, which can delay the realization of value from the collateral. Our secured claims under Brazilian law will, in
certain cases, rank below those of preferred creditors such as employees and tax authorities. As a result, we may not be able to realize
value from the collateral, or may only be able to do so to a limited extent or after a significant amount of time, thereby potentially
adversely affecting our financial condition and operating results.
3.D.20.02-04 We may incur losses
due to impairment of goodwill from acquired businesses.
We record the
value of goodwill from acquisitions of investments as the difference between the fair value of the consideration paid and the fair value
of the assets acquired and liabilities assumed. Annually, we assess the basis and estimates of profitability of the Cash-Generating Units
(CGUs) in respect of which goodwill is allocated. These evaluations are made through cash flow projections based on growth rates and discount
rates, with those projections then being compared to the carrying value of the CGU in order to determine whether there is a basis to record
impairments in relation to these assets. However, given the inherent uncertainty in relation to future cash flow projections, we cannot
provide assurances that impairment will not be recorded in the future, which may negatively affect the result of our operation, our financial
condition and the market value of our shares and ADSs.
3.D.20.02-05 A downgrade of our
ratings may adversely affect our funding cost, our access to capital and debt markets, our liquidity and, as a result, our competitive
position.
Credit ratings
represent the opinions of independent rating agencies regarding our ability to repay our indebtedness and affect the cost and other terms
upon which we are able to obtain funding. Each of the rating agencies reviews its ratings and rating methodologies on a periodic basis
and may decide on a grade change at any time, based on factors that affect our financial strength, such as liquidity, capitalization,
asset quality and profitability or due to a downgrade of the Brazilian sovereign rating.
Under the criteria
utilized by the rating agencies, ratings assigned to Brazilian financial institutions, including us, are constrained by the grades assigned
to the Brazilian sovereign. Events that are not subject to our control, such as economic or political crises, may lead to a downgrade
of the Brazilian sovereign rating and a corresponding downgrade of the ratings assigned to us.
The latest update regarding
Brazil’s sovereign risk ratings made by global rating agencies are: (i) Moody’s maintained Brazil’s sovereign rating
to Ba1 with a stable outlook, according to the latest report published on May 30, 2025; (ii) Fitch maintained the rating at BB, with a
stable outlook, as per the report published on June 25, 2025; and (iii) S&P Global maintained its rating at BB with a stable outlook
, as per a report published on June 5, 2025.
Credit ratings
are essential to our ability to raise capital and funding through the issuance of debt, and they impact the cost of such financings. A
downgrade or a potential downgrade in our credit ratings could have an adverse impact on our operations, income and risk weighting. This
may affect net income, capital requirements and return on capital levels, causing a negative impact on our competitive position. Additionally,
if our credit ratings were to be downgraded, rating trigger clauses that may be part of our financing agreements with other institutions
could result in an immediate requirement to deliver additional collateral to counterparties or take other actions under some of our derivative
contracts, adversely affecting our interest margins and operating results. Thus, a failure to maintain favorable ratings and outlooks
may affect the cost and availability of financings through the capital markets and other sources, affecting our interest margins and capacity
to operate.
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3.D.20.03 Liquidity risk
Liquidity Risk
represents the possibility of being unable to fully meet our obligations, without affecting our daily operations and incurring significant
losses, as well as the possibility of being unable to trade a position at market price due to its significant size when compared to the
usually traded volume or due to some market discontinuation.
3.D.20.03-01 Adverse conditions
in the global credit and capital markets, as well as the value and/or perception of the value of Brazilian government securities, may
adversely affect our ability to access funding in a cost-effective and/or timely manner.
Volatility and
uncertainties in global credit and capital markets have generally decreased liquidity, with higher costs of funding for financial institutions.
These conditions may impact our ability to replace, in a cost-effective and/or timely manner, maturing liabilities and/or access funding
to execute our growth strategy.
Part of our funding
originates from sales with repurchase agreements (repos), which are largely guaranteed by Brazilian government securities. These types
of transactions are generally short-term and volatile in terms of volume, as they are directly impacted by market liquidity. As these
transactions are typically guaranteed by Brazilian government securities, the value and/or perception of the value of Brazilian government
securities may be a significant factor affecting the availability of funds. For example, if the quality of the Brazilian government securities
used as collateral is adversely affected, due to the worsening of the credit risk of the Brazilian Treasury (Tesouro Nacional),
the cost of these transactions may increase, making this source of funding inefficient for us. For further information about obligations
for repurchase agreements, see “Item 5.B. Liquidity and Capital Resources – 5.B.20. Liquidity and Funding”.
If the market
conditions deteriorate, such a deterioration could cause a reduction in the volume of transactions, or if there is increased collateral
credit risk and we are forced to pay higher interest rates and/or pay unattractive interest rates, our financial condition and the operating
results may be adversely affected.
3.D.20.03-02 Changes in regulations
regarding reserve and compulsory deposit requirements may reduce operating margins.
The Central Bank
of Brazil has periodically changed the level of compulsory deposits that financial institutions in Brazil, including us, are required
to maintain.
Compulsory deposits
generally yield lower returns than our other investments and deposits because:
· a portion of our compulsory deposits with the Central Bank of Brazil does not bear interest; and
· the remainder is paid at the SELIC rate or rate of return of the savings account. For more information on the rate of return of savings accounts, see “Item 4.B.30.01-02.01 Deposit accounts” of this annual report.
The Central Bank
of Brazil has changed the rules related to compulsory deposits from time to time, as described in “Item 4.B. Business Overview –
4.B.70.02 Banking Regulations – 4.B.70.02-05 – Compulsory Deposits”.
As of December
31, 2025, our compulsory deposits in connection with demand, savings and time deposits and additional compulsory deposits were R$111.4
billion. Compulsory deposit requirements have been used by the Central Bank of Brazil to control liquidity as part of monetary policy
in the past, and we have no control over their imposition. Any increase in the compulsory deposit requirements may reduce our ability
to lend funds and to make other investments and, as a result, may adversely affect our financial condition and the operating results.
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3.D.20.03-03 Adverse developments
affecting the financial services industry, such as events or concerns involving liquidity, defaults, or non-performance by financial institutions
or transactional counterparties, could adversely affect our ability to finance our assets.
Events involving reduced
or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other companies in
the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may again in the
future lead to market-wide liquidity issues. The economy plays a central role in market dynamics and, by extension, the banking industry.
Certain domestic and international macroeconomic issues that may affect the default rates and liquidity of institutions. For example,
the market is closely monitoring the actions of Donald Trump’s administration. This comes as economic data suggests resilient inflation
and stable interest rates in the United States. In addition, statements by the president about the occupation of foreign territories add
new uncertainties to the geopolitical scenario. Europe is signaling the beginning of an interest rate-cutting cycle, despite a backdrop
of economic slowdown and political instability continuing to dominate key countries in the region. In Brazil, the deterioration of expectations
across the main macroeconomic metrics and an ongoing fiscal crisis remain central concerns. The situation is aggravated as the Brazilian
government is shifting its focus to 2026 elections, further decreasing the likelihood of fiscal austerity measures and leaving room for
actions that further strain public accounts. Any of these factors or a combination of them or any other impacts resulting from the factors
described above or other related unforeseen developments, may have a material adverse effect on our liquidity.
3.D.20.04 Insurance risk
Insurance risk
is the risk arising from an adverse economic situation which was not expected by the insurance company at the time of underwriting the
insurance policies, in their commercial conditions, and the uncertainties that exist when estimating provisions. It includes the risk
of having to make emergency contributions to cover shortfalls in pension funds managed by Closed Supplementary Pension Entities (EFPC),
for which we became responsible following certain business acquisitions.
3.D.20.04-01 Our losses in connection
with insurance claims may vary from time to time. Differences between the losses from actual claims and underwriting and reserving assumptions
and the related insurance liabilities may have an adverse effect on us.
The income
from our insurance operations depends significantly upon the extent to which our actual claims are consistent with the assumptions we
used to assess our potential future policy and insurance liabilities and to price our insurance products. We seek to manage the insured
risks, within our limits of responsibility and price our insurance products based on the expected payout of benefits, calculated using
several factors, such as assumptions for investment returns, mortality and morbidity rates, cancellations, conversion of pensions income,
administrative, operational, brokerage and claims expenses, persistency, and certain macroeconomic factors, such as inflation and interest
rates. These assumptions may deviate from our prior experience, due to factors beyond our control such as natural disasters (floods, explosions
and fires), man-made disasters (riots, gang and or terrorist attacks), changes in mortality and morbidity rates as a result of advances
in medicine and increased longevity and pandemics such as COVID-19, which may have a systemic effect on the business (particularly health
products), or related and economic effects (other insurance products), among others. Therefore, we cannot precisely determine the amounts
that we will ultimately pay to settle these insurance liabilities, when these payments will need to be made, or whether the assets supporting
our insurance liabilities, together with future premiums and contributions, will be sufficient for payment of these liabilities. These
amounts may vary from the estimated amounts, particularly when those payments do not occur in the short term, which is the case with certain
of our life insurance products. Accordingly, the establishment of the related provisions is inherently uncertain and our actual losses
usually deviate, sometimes substantially, from such estimated amounts. To the extent that incurred losses are less favorable than the
underlying assumptions used in establishing such liabilities, we may be required to increase our provisions, which may have an adverse
effect on our financial condition and the operating results.
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3.D.20.05 Operational risk
Operational risk
is represented by the possibility of losses arising from external events or failure, inability or inadequacy of internal processes, people
or systems. This definition includes the legal risk associated with the inadequacy or deficiency in contracts we have signed, the sanctions
due to non-compliance with legal provisions and the indemnity damages to third parties arising from the activities developed by us.
3.D.20.05-01 A failure in, or
breach of, our operational, security or technological infrastructure and systems, or those of our suppliers, could temporarily interrupt
our businesses and cause losses.
Our operations
depend on the efficient and uninterrupted operation of our information technology systems. Any unavailability of infrastructure, software
or telecommunications networks may impact the processing of transactions carried out by our clients, which may lead to financial losses,
regulatory fines, sanctions, interventions, reimbursements and other costs with damages. These factors could have a material adverse effect
on our business, reputation and operating results.
Due to the nature
of our operations, the wide range of products and services we offer, the significant volume of activities and operations performed, and
the global context of digital transformation, where there is an ever-increasing integration among platforms, a growing use of cloud computing,
an intensification of relationships with external technology providers, and an extensive use of the internet and connectivity solutions,
the technological environment is exposed to various types of risks, whether arising from internal or external factors. We face certain
additional risks, relating to:
· Necessity of continuing to redesign and develop our information technology architecture and applications;
· Need to update and integrate legacy systems with emerging technological models in a timely manner;
· The ever-increasing dependency on service providers due to the migration of certain services to the cloud, which demands robust governance and new ways of mitigating security and continuity risks that go beyond our control environment;
· The extensive use of internet, artificial intelligence and connectivity solutions; and
· The increasing difficulty in attracting and retaining specialized IT personnel in a competitive market.
Considering the
use of new technologies, the increasing dependence on the internet and the changing and sophisticated nature of cybersecurity attacks,
it is not possible to predict all the means that will be used by ill-intentioned individuals or organizations, which could impact our
capacity to effectively foresee and/or avoid cyberattacks. Any of these events or any new factors may cause interruption, increased costs,
delays in processing information and/or losses in the transmission of essential data, which may affect our business, reputation and operating
and financial conditions.
3.D.20.05-02 The loss of members
of senior management, or our ability to attract and maintain key personnel, could have a material adverse effect on us.
Our ability to
execute our strategy and maintain our competitive position is highly dependent on the continuity, qualification, and engagement of our
senior management and key professionals. Loss of key members of our leadership or difficulty in attracting, developing, and retaining
strategic talent can adversely impact our operational performance, financial income, and competitive position.
Talent attraction
and retention is one of the key pillars supporting our results, which is focused on client satisfaction and sustainable performance. Simultaneously,
we face the challenge of providing a new experience for employees regarding traditional work models and organizational culture, who value
environments offering equal opportunities and who wish to build their careers in dynamic and cooperative workplaces, encouraging diversity
and meritocracy, and are up to date with new work models.
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We also depend
on specialized technical skills, as well as professionals with critical knowledge of business and customer relationships, making people
management and succession planning relevant issues in our assessment of operational risks. These risks are further heightened by growing
competition for talent, especially from startups and fintechs, as well as a scarcity of highly specialized professionals such as data
scientists, designers, and product managers. Accordingly, the loss of senior management, or our ability to attract and maintain key personnel,
could have a material adverse effect on us.
3.D.20.06 Compliance risk
Compliance
risk is the risk arising from legal or administrative sanctions, financial losses, reputational or other damages due to a breach of, or
a failure to comply with, the legal framework, regulations, recommendations of regulators and self-regulated entities and/or codes of
conduct and ethics applicable to our activities.
3.D.20.06-01 Financial institutions,
like us, may be subject to legal proceedings arising due to certain actions by third parties related to corruption, money laundering and
terrorism financing (AML/TF).
We are subject
to Brazilian anti-corruption, anti-money laundering, and terrorism financing (“AML/TF”) legislation, as well as equivalent
standards and legislation in countries where we maintain branches, subsidiaries and/or operations, as well as regulatory regimes with
transnational scope. These laws require us to adopt integrity procedures to mitigate the risk of: (i) any person acting on our behalf
offering an improper advantage to a public agent in order to obtain benefits of any kind; and (ii) officers, employees or third parties
inappropriately use financial systems for AML/TF related acts.
Legislation with
transnational reach, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as the Brazilian anti-corruption
legislation, impose the obligation to maintain policies and procedures aimed at the prevention of illegal or improper activities related
to AML/TF and the corruption of governmental entities and officers in order to guarantee any commercial advantage, and require the maintenance
of accurate books and records and the implementation of internal control systems that ensure the integrity of information and the mitigation
of such illicit practices. Despite our ongoing efforts to ensure compliance, it is not possible to ensure that such measures are fully
effective in preventing or detecting all illegal or improper activities.
If our policies
and procedures aimed at preventing AML/TF, bribery and other corrupt practices are not sufficient to prevent voluntary or inadvertent
actions of our executive officers, employees or third parties representing corruption, the competent regulatory authorities have the power
and authority to impose fines and other penalties.
Involvement in
these actions, a risk inherent to the activities of financial institutions, can generate negative publicity for our Group, and any unfavorable
decision in administrative or judicial processes can negatively impact our financial situation, our operating results and the market value
of our shares and ADS. In addition, the mere perception or claim, even if unfounded, that we, our employees, affiliates or third parties
associated with us have performed improper conduct, may cause significant damage to reputation and other adverse effects.
3.D.20.06-02 Third parties may
use us for criminal activities without our knowledge, which could expose us to additional liability and could have a material adverse
effect on us.
We are required
to comply with applicable AML/TF legislation, anti-bribery and anti-corruption legislation, as well as sanctions and other laws and regulations
applicable to us. The laws and AML/TF regulations require us, among other things, to conduct full client due diligence (including sanctions
and politically exposed person screening) and keep our client, account and transaction information up to date. We have implemented financial
crime policies and procedures detailing our requirements and who, within our Group, is responsible for these. We are also required to
conduct AML/TF training for our employees and to report suspicious transactions and
activity to appropriate law enforcement agencies following assessment by the Corporate Security area.
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Financial crime
has become the subject of enhanced regulatory scrutiny and supervision by regulators globally. AML/TF, anti-bribery, anti-corruption and
sanctions laws and regulations are increasingly complex and detailed. The Basel Committee maintains guidelines to strengthen the interaction
and cooperation between prudential and AML/TF supervisors. Compliance with these laws and regulations requires automated systems, sophisticated
monitoring and skilled compliance personnel.
We maintain regularly
updated policies and procedures aimed at detecting and preventing the use of our banking network for money laundering and other financial
crime related activities. However, such policies and procedures may not prevent third parties from using us (or our relevant counterparties)
as a conduit for illegal activities, without our knowledge. Our ability to comply with the legal requirements depends on our ability to
improve detection and reporting capabilities and reduce variation in control processes and oversight accountability. These require the
implementation and embedding, within our business, of effective controls and monitoring, which in turn requires ongoing changes to systems
and operational activities. Financial crime is continually evolving and is subject to increasingly stringent regulatory oversight and
focus. This requires proactive and adaptable responses from us so that we are able to deter threats and criminality effectively. Even
known threats can never be fully eliminated, and there will be instances where we may be used by other parties to engage in money laundering
and other illegal or improper activities without our knowledge. In addition, we rely heavily on our employees and systems to assist us
by identifying such activities and reporting them, and our employees have varying degrees of experience in recognizing criminal tactics
and understanding the level of sophistication of criminal organizations. Where we outsource any of our client due diligence, client screening
or anti-financial crime operations, we remain responsible and accountable for full compliance and any breaches. If the necessary scrutiny
and oversight of third parties to whom we outsource certain tasks and processes are not effectively applied, there remains a risk of regulatory
breach.
In accordance
with resolutions issued by the United Nations Security Council, as well as enacted laws and regulations issued by the Central Bank of
Brazil additional compliance requirements are demanded of financial institutions operating in Brazil, which relate to the local enforcement
of sanctions imposed by the United Nations Security Council resulting from certain resolutions. We believe we have the control and compliance
procedures in place to satisfy such additional compliance requirements. However, we have a process in place for continuous review of our
control and compliance procedures.
If a financial
institution, including us, is unable to fully comply with applicable laws, regulations and expectations, the regulatory agencies and bodies
to which we are subject have the ability and authority to impose significant fines and other penalties, including requiring a complete
review of its business systems, day-to-day supervision by external consultants and ultimately the revocation of licenses.
The reputational
damage to our business and global brand would be severe if we were found to have breached AML/TF, anti-bribery, anti-corruption or sanctions
requirements. Our reputation could also suffer if we are unable to protect our clients’ data and bank products and services from
being accessed or used for illegal or improper purposes.
In addition,
we rely heavily on our relevant counterparties such as suppliers and business partners, to maintain and apply their own appropriate compliance
measures, procedures and internal policies. Such measures may not be completely effective in preventing third parties from using our (or
our relevant counterparties) services as a conduit for illicit purposes without our (or our relevant counterparties) knowledge.
3.D.20.06-03 We may suffer losses
due to executive and employee misconduct.
Our business
is exposed to risk from potential non-compliance with our policies, including our Code of Ethical Conduct, and behaviors related to misconduct
by managers, employees, interns and apprentices, such as fraud, negligence or non-financial misconduct, which could result in regulatory
sanctions and/or reputational or financial harm. It is not always possible to prevent misconduct by managers, employees, interns and apprentices,
despite all actions incorporating culture in employee onboarding that we perform or precautions we take to prevent and
detect this activity. Misconduct by managers, employees, interns and apprentices can have a material adverse effect on our business, financial
condition, operating results, prospects and reputation.
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3.D.20.06-04 The Brazilian government
regulates the operations of Brazilian financial institutions and insurance companies. Changes in existing laws and regulations or the
imposition of new rules may negatively affect our operations and revenues.
Brazilian banks
and insurance companies are subject to extensive and continuous regulatory review by the Brazilian government. We have no control over
government regulations, which govern all facets of our operations, including the imposition of:
· minimum capital requirements;
· compulsory deposit requirements;
· limitations on investments in fixed assets;
· lending limits and other credit restrictions;
· earmarked loans, such as housing loans and rural loans;
· accounting and statistical requirements;
· management of various risks, including social, environmental and climate risks;
· mandatory provisioning policies for regulatory reporting purposes;
· limits and other restrictions on rates; and
· limits on the amount of interest that banks can charge and the period for which they can capitalize interest.
The regulatory
structure governing banks and insurance companies based in Brazil is continuously evolving. Existing rules can be changed, their form
of execution or interpretation may change, and new laws and regulations may be adopted. Such changes can negatively affect our operations
and revenues.
In particular,
the government has historically enacted regulations affecting financial institutions in an effort to implement its economic policies.
These regulations are intended to control the availability of credit and reduce or increase consumption in Brazil. Regulations issued
by the Central Bank of Brazil are not subject to a legislative process. Therefore, these regulations can be enacted and implemented in
a very short period of time, which may affect our activities. Additionally, any changes in the availability of credit may adversely affect
us.
3.D.20.06-05 We are subject to
regulation on an individual and a consolidated basis and may be subject to liquidation or intervention on a consolidated basis.
We operate in
a number of credit and financial services related sectors through entities under our control. For purposes of regulation and supervision,
the Central Bank of Brazil treats us and our subsidiaries and related companies as a single financial institution. While our consolidated
capital base provides financial strength and flexibility to our subsidiaries and related companies, their individual activities could
indirectly put our capital base at risk.
Any investigation
or intervention by the Central Bank of Brazil, particularly in the activities carried out by any of our subsidiaries and related companies,
could have a material adverse impact on our other subsidiaries and related companies and, ultimately, on us. If we, or any of our financial
subsidiaries, become insolvent, the Central Bank of Brazil may carry out an intervention or liquidation process on a consolidated basis
rather than conduct such procedures for each individual entity. In the event of an intervention or a liquidation process on a consolidated
basis, our creditors would have claims on our assets and the assets of our consolidated financial subsidiaries. In this case, claims of
creditors of the same nature held against us and our consolidated financial subsidiaries would rank equally in respect of payment.
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If the Central
Bank of Brazil carries out a liquidation or intervention process with respect to us or any of our financial subsidiaries on an individual
basis, our creditors would not have a direct claim on the assets of such financial subsidiaries, and the creditors of such financial subsidiaries
would have priority in relation to our creditors in connection with such financial subsidiaries’ assets. The Central Bank of Brazil
also has the authority to carry out other corporate reorganizations or transfers of control under an intervention or liquidation process.
3.D.20.06-06 The Brazilian Constitution
previously established a ceiling on loan interest rates. If the Brazilian government enacts new legislation with similar effects in the
future, our operating results may be adversely affected.
Article 192 of
the Brazilian Constitution, enacted in 1988, established an annual interest rate ceiling of 12.0% on bank loans (remunerative). However,
this ceiling does not apply, as its implementation depends on regulation by the National Monetary Council (CMN), which has never been
issued.
On May 29, 2003,
Constitutional Amendment No. 40/03 (EC 40/03) was promulgated and revoked all sub-items and paragraphs of Article 192 of the Brazilian
Constitution, in particular paragraph 3 of Article 192, which specifically addressed this issue. The understanding that this ceiling was
not yet in effect was confirmed in a binding precedent (Súmula Vinculante) No. 7, a final decision issued in 2008 by the
STF, in accordance with such Court’s prior understanding on this matter. Since 1988, several attempts have been made to regulate
the limitation on loan interest rates, particularly bank loan interest rates, but none of them were implemented or confirmed by the Congress
and/or confirmed by the Brazilian courts.
Most of our revenues,
expenses, assets, and liabilities are directly linked to interest rates. Therefore, the imposition of a limitation or cap on loan interest
rates could significantly and adversely affect our operating results and financial condition, our loan portfolios, our funding cost, and
our loan operation revenues. However, there is no evidence of imminent approval of the bills under way by Congress.
On October 15, 2025, the
Superior Court of Justice (“STJ”), the highest court in Brazil, set a precedent regarding the application of the SELIC Rate
to non-contractual civil obligations. The STJ reaffirmed its understanding and established a binding thesis, under the rite of repetitive
resources (Theme 1,368), that article 406 of the Civil Code – even before the amendment stemming from Law No. 14,905/24 –
should be interpreted in the sense that the SELIC is the applicable rate for calculating interest in arrears in respect of civil debts.
In addition,
on July 1, 2024, Law No. 14,905/24, of June 28, 2024 (“Law No. 14,905/24”) was published, which modified several key provisions
of the Civil Code and provided that, in case there is no interest index agreed between the parties or provided for in a specific law,
the following will apply: (i) monetary adjustment (inflation indexation) will be applied considering the variation of the IPCA index,
calculated and published by the Brazilian Institute of Geography and Statistics (“IBGE”), or the index that replaces it, as
applicable; and (ii) legal interest calculated
using SELIC rate minus the index considered for monetary adjustment (i.e. SELIC - IPCA), provided that CMN Resolution No. 5,171, of August
29, 2024, is observed regarding the methodology for calculating the legal interest rate and how it is applied. If the calculation in item
“(ii)” is negative, no interest will be applied.
Following the
enactment of Law No. 14,905/24, the STJ revisited the discussion about the SELIC rate. In October 2024, the STJ issued a ruling recognizing
that the specific questions raised by Justice Salomão were overturned as a result of the provisions introduced by Law No. 14,905/24.
In addition, the STJ confirmed that the SELIC rate applies to ordinary civil obligations, under the updated language of article 406 of
the Brazilian Civil Code.
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3.D.20.06-07 Any substantial increase
or decrease in the interest rate ceiling could have a material effect on our financial condition, our operating results or on the prospects
of financial institutions based in Brazil, including us.
On November 27,
2019, Resolution No. 4,765/19 was enacted by the CMN, as amended. It regulates overdraft facilities granted by financial institutions
for a demand deposit account, providing, among other matters, a limit for the interest rates on the amount of the overdraft used. For
further information, see “Item 4.B. Business Overview – 4.B.70 Regulation and Supervision – 4.B.70.02 Banking Regulations
– 4.B.70.02-14 Overdraft”.
Law No. 14,690/23,
which provides on the Emergency Debt Renegotiation Program for Defaulting Individuals – Desenrola Brasil, was enacted, which,
among the provisions, addresses the Prevention of Delinquency, stipulating that the CMN should regulate the limitation of interest rates
on revolving credit under credit cards.
The CMN also
published Resolution No. 5,112/23, and the Central Bank of Brazil published Resolution No. 365/23, which, in general, impose limits on
interest rates for credit card financings, establish rules for the portability of credit card financings, as well as rules and certain
information to be disclosed to credit card holders.
CMN’s Resolution
No. 5,112/23, regulates the limitation provided for in Law No. 14,690/23, by stipulating that the total amount charged by institutions
granting financings through revolving credit and/or installment credit in the form of interest and financial charges may not exceed the
original amount of the financed debt. This limitation applies to all credit card issuers and other post-paid payment instruments. The
interest rate limitation provisions entered into effect on January 3, 2024.
Therefore, future
Brazilian court decisions involving discussions on interest rate limitations, as well as changes in legislation and regulations in order
to restrict the interest rates charged by financial institutions, could have an adverse effect on our business.
3.D.20.06-08 We may incur penalties
in case of non-compliance with data protection laws.
In August 2018,
Law No. 13,709/18 – General Data Protection Law (LGPD) was enacted, which creates a set of rules for the use, protection and transfer
of personal data in Brazil, in the private and public spheres, and establishes responsibilities and penalties for agents who process personal
data. In addition to including existing rules on the subject, the LGPD followed the global trend of strengthening the protection of personal
data, restricting its unjustified use, and guaranteeing a series of rights to holders of data, as well as imposing important obligations
on so-called “treatment agents”. In particular, the LGPD was inspired by recent European legislation on the subject, reproducing
central points of Directive No. 95/46/EC and Regulation (EU) 2016/679 – General Data Protection Regulation (GDPR).
The impact of
this law has been significant, as any processing of personal data is subject to the rules imposed by the LGPD, whether physical or digital,
by any entity that is established in Brazil or not that has collected personal data in Brazil or from any individual located in Brazil
– even if not residents – or that offers goods and services to Brazilian consumers. In short, the adaptation to the LGPD requires
continuous efforts in our relationships with clients, business partners, service providers and employees, and in virtually all areas of
Brazilian society.
The LGPD (Law
No. 13,709/18) is fully in force, having, on September 15, 2025, been updated by virtue of Provisional Measure No. 1,317/25, which, among
other guidelines, transformed the ANPD into the National Data Protection Agency, as a special municipality linked to the Ministry of Justice
and Public Security, responsible for ensuring, implementing and monitoring compliance with the LGPD, ANPD has the full capacity for sanctions
application since the publication of CD/ANPD Resolution No. 4/23 on February 27, 2023.
Also noteworthy
is the National Council for the Protection of Personal Data and Privacy (CNPD), an advisory body of the ANPD composed of representatives
of civil society and public authorities, created by Provisional Measure No. 869/18 and consolidated by Law No. 13,853/19.
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Thus, from Provisional
Measure No. 1,317/25, the ANPD began to act with expanded prerogatives and structure compatible with the regulatory and supervisory competences
that it has already exercised since the full validity of the LGPD. We operate in a preventive, detective and corrective manner in order
to protect our own and our clients’ information. For more information see on data processing and cybersecurity, see “Item
4.B. Business Overview – 4.B.20 Business Management - 4.B.20.05 Data Processing” and “Item 16.K Cybersecurity”.
However, possible
flaws in or attacks on our systems and processes could lead to security incidents. We may also be found not to be compliant with the LGPD,
which could result in the application of administrative sanctions provided for in the LGPD, namely (i) warnings, with a deadline to adopt
corrective measures; (ii) fines of up to 2% of the turnover (net of taxes) of the offending company or its group or conglomerate in Brazil,
as determined in its last fiscal year, limited to R$50 million per violation; (iii) daily fines, limited to R$50 million per violation;
(iv) publication of the violation; (v) blocking of the personal data involved in the breach until the breach is settled; (vi) deletion
of the personal data involved in the breach; (vii) partial suspension of the operation of the database involved in the breach for up to
six months, extendable for the same period, until the offending company’s activity is in compliance; (viii) suspension of the personal
data processing activities involved in the breach for up to six months, extendable for the same period; and (ix) partial or total prohibition
on carrying out data processing activities. In addition to the administrative sanctions provided for in the LGPD, we may also be liable
for the financial costs of any remediation or reparation efforts relating to any compromised third parties.
In addition,
other authorities in Brazil can enforce the LGPD through administrative procedures or lawsuits. The Consumer Protection and Defense Program
(PROCON) or the Public Prosecutor’s Office responsible for consumer rights, as well as individuals and private or non-governmental
associations, for example, can file complaints or lawsuits based on violations of the LGPD that have caused or may cause harm to individuals.
Likewise, data subjects who have been harmed can file individual lawsuits seeking compensation.
Any non-compliance
with the LGPD can also negatively affect our reputation, our financial condition, the result of our operations and the market value of
our shares and ADSs. See item “3.D.20.05-01 A failure in, or breach of, our operational, security or technological infrastructure
and systems, or those of our suppliers, could temporarily interrupt our businesses and cause losses”.
3.D.20.06-09 We remain subject to residual
risks of losses relating to inflation-adjustment claims (“expurgos inflacionários”) associated with savings
accounts in Brazil. Although the STF upheld the constitutionality of the Bresser, Verão, Collor I and Collor II economic
plans, we are still exposed to expected costs and expenses arising from adhesions to the court-approved collective settlement and from
remaining ongoing lawsuits.
The STF, the highest court
in Brazil, has responsibility for judging constitutional matters, and the STJ, the highest court for non-constitutional matters, have
in recent years examined whether savings account holders are entitled to monetary-correction differences, as well as the methodology for
calculating such differences, due to alleged inflation adjustments (“expurgos inflacionários”) resulting from
the Bresser, Verão, Collor I and Collor II economic plans implemented in the 1980s and 1990s, before the Real Plan in 1994.
At the non-constitutional
level, in recent years the STJ has consolidated important precedents regarding the calculation and enforcement of any monetary-correction
differences recognized in class actions, establishing parameters that restrict the scope of individual enforcement actions filed by savings
account holders. These precedents provide greater predictability regarding amounts potentially owed and limit the possibility of undue
increases in amounts claimed from financial institutions.
In an effort
to consensually resolve the outstanding litigation related to inflation adjustments, in December 2017, with the mediation of the attorney
general's office (Advocacia Geral da União) and the intervention of the Central Bank of Brazil, the representatives of the
banks and the savings account holders entered into an agreement related to
the economic plans aiming to finalize the claims, establishing a timeline and conditions for the savings account holders to accede to
such agreement. The STF affirmed the agreement on March 1, 2018, with a 24-month period for savers to adhere.
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On May 24,
2025, the STF declared the constitutionality of the Bresser, Verão, Collor I and Collor II Plans, reaffirming the
approval of the collective agreement and its additions, in all its provisions, determining its application to all processes that discuss
inflationary savings purges and guaranteeing the savers the receipt of the values established in the approved collective agreement; and
fixed the deadline of twenty-four months after the publication of the trial minutes (June 3, 2025) for new savers accessions, determining
the signatories of the collective agreement to make every effort to ensure that savers who have not yet joined the agreement do so within
the established deadline. It is not possible to estimate how many account holders will or will not adhere to the agreement.
Following the STF's decision,
adherence to the agreement formally remains voluntary for account holders. In practice, however, the agreement has become a mandatory
reference for pending cases, complementing the calculation and enforcement parameters established by the STJ in recent years, which apply
to individual enforcement actions and to matters not covered by the agreement. As a result, our remaining exposures from ongoing cases
are now governed by standardized parameters—under both the collective agreement and STJ precedents—reducing uncertainty and
providing greater predictability regarding amounts to be recognized.
We remain subject to payments
to account holders, whether arising from adherence to the collective settlement or from ongoing lawsuits. All cases classified as probable
risk are fully provisioned; therefore, if such risks materialize, they are not expected to have a material adverse effect on our operating
results or financial condition.
3.D.20.06-10 As the regulatory
framework for artificial intelligence and machine learning technology evolves, our business, financial condition and operating results
may be adversely affected.
The regulatory
framework for artificial intelligence and machine learning technology is evolving and remains uncertain. It is possible that new laws
and regulations will be adopted, or existing regulations, notably those relating to data and copyright protection, may be interpreted
in new ways that would affect our operations and the way in which we use artificial intelligence and machine learning technology, including
with respect to provide lending, in light of legislative discussions regarding the right to contestability and review of decisions obtained
through the use of artificial intelligence systems, which may expose our proprietary credit model, which could adversely affect our business.
Further, the cost of complying with such laws or regulations could be significant and would increase our operating expenses, which could
adversely affect our business, financial condition and operating results.
3.D.20.07 Strategy risk
Strategy risk
is represented by the possibility of the deterioration of results, capital and/or strategic indicators (in relation to what was planned)
resulting from business decisions not aligned with strategy, inadequate implementation of decisions, as well as lack and/or insufficiency
of reaction to changes in the business environment.
3.D.20.07-01 The increasingly
competitive environment in the Brazilian banking and insurance segments may have a negative impact on our business prospects.
The markets for
financial, banking and insurance services in Brazil are highly competitive. We face significant competition in all of our main areas of
operation from other large banks and insurance companies, both public and private, based in Brazil and abroad, in addition to new players,
such as fintechs and startups that operate with differentiated and reduced levels of regulation. It should be noted that major technology
companies, bigtechs, are also strong competitors, seeking to invest in online payment systems and financial transaction tools by means
of various types of applications. In addition, the implementation of Open Finance in Brazil has intensified this competition through the
possibility of sharing information between institutions.
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This competitive
environment, combined with the accelerated process of digital innovation observed in the sector, may impact our speed of adaptation to
this ecosystem and consequently the performance of certain lines of business, which may negatively affect our financial condition, the
result of our operations and the market value of our shares and ADSs.
3.D.20.08 Step in risk
Step in risk
is represented by the possibility of financial loss resulting from our relationships (contractual or not) with subsidiaries, associates,
parallel structures, controllers, investment funds, foundations, suppliers and partners which are not consolidated in the Prudential Conglomerate
(the Prudential Conglomerates is a sub-set of the consolidated Group defined for regulatory capital purposes).
3.D.20.08-01 Potential need to
provide financial support for related entities, either due to insufficient capital and/or liquidity, relevant operational problems and
dependence on services rendered by suppliers/partners may negatively impact our business performance.
As a result of
our relationship with companies that are not included in our regulated group (the Prudential Conglomerate, or Conglomerado Prudencial)
and our activities related to investment funds, we may have to provide financial support for these entities if they run into financial
difficulties, equity imbalances, reduction in financial income, or insufficient liquid assets, among other situations. In addition, our
reputation may be adversely affected as a result of any adverse situation occurring in entities in which we have invested.
Due to the complexity
of some of our services, we may be dependent on relationships with suppliers/partners or have difficulty replacing some suppliers/partners.
We are also subject to operational risks that are beyond our control and may negatively impact our operations, as well as cause difficulty
in our delivery of products and services to our clients. Possible interruptions in the provision of our services and difficulties in replacing
certain suppliers/partners or other issues beyond our control arising from outsourced companies may adversely affect our reputation, result
of operations, financial condition and/or the market value of our shares and ADSs.
3.D.20.09 Cybersecurity risk
Cybersecurity
risk is represented by the possibility of cyber incidents, such as attacks, intrusions and leakages, that could compromise the confidentiality,
integrity and/or availability of our critical business processes, assets and/or infrastructure.
3.D.20.09-01 Failure to adequately
protect ourselves against risks relating to cybersecurity could materially and adversely affect us.
We are exposed to significant
cybersecurity-related risks, which can result in operational disruptions, financial losses, data exposure, regulatory impacts, and reputational
damage. The increasing sophistication of digital threats, the expansion of the attack surface, and the complexity of technological ecosystems
extend these vulnerabilities.
The evolution
of attack techniques, including the use of generative AI, deepfakes, exploit automation, and more sophisticated phishing campaigns, increase
the likelihood of successful attacks, as noted in recent threat reports and strategic analysis. These attacks can compromise credentials,
manipulate transactions, exploit vulnerabilities, and demand immediate operational responses.
Technological
modernization increases risk exposure, especially with hybrid environments, cloud services, intensive use of application programming interface
(APIs), expanded connected devices, and digital services. Vulnerabilities in legacy systems, integration of new channels, and technology
dependencies can result in unavailability, control failures, and security breaches.
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We relies on
an extensive base of service providers and technology providers, whose security maturity varies significantly. Weaknesses in these environments
can result in indirect attacks, interruptions of essential services, information leakage and non-compliance with national and international
regulations.
The global market
faces a deficit of qualified professionals in information security. This limitation may impact the ability to detect, prevent, and respond
to threats in a timely manner, especially in the face of increased complexity and volume of attacks.
Cybersecurity and its associated
risks are treated at the highest strategic level of priority inside of our Group. We account for the potential loss, theft, or modification
of data processed and stored by us, as well as by our service providers. These considerations are essential for our risk analysis, in
light of the potential for exploiting vulnerabilities and weaknesses in both our, and our service providers’, information technology
environments.
3.D.20.10 Social, environmental
and climate risks
This is represented
by the potential adverse impacts that an economic activity may cause to society, the environment, and the climate, or the risks it may
suffer arising from these social, environmental, and climate-related factors. These risks, when associated with financial institutions
are mostly indirect and stem from business relationships, including those with the supply chain and with clients, through financing and
investment activities.
As defined in
Article 38-A, 38-B and 38-C of CMN Resolution No. 4,557/17, social risks include the violation of rights, fundamental guarantees or acts
harmful to the common interest, such as slave labor and child labor, environmental risks cover degradation of the environment and excessive
use of natural resources. Climate risks (physical) refer to potential losses caused by events associated with frequent severe weather
conditions or long-term weather changes, which may be related to climate change.
An increase in the risks
described above may result in losses for financial institutions. These risks include events involving violations of fundamental rights
and guarantees or actions detrimental to the public interest (Social Risks); environmental degradation or the excessive use of natural
resources (Environmental Risks); and developments associated with the transition to a low-carbon economy, in which greenhouse gas emissions
are reduced or offset and natural absorption mechanisms are preserved (Climate Transition Risks).
3.D.20.10-01 We provide financings
for projects carried out by clients which may result in negative socio-environmental impacts which, in turn, could negatively affect our
operating results and reputation.
Across several
sectors, we promote and finance projects, which may significantly affect ecosystems, communities and the local flora and fauna. If a client
in the development of its project causes environmental damage, such as the contamination of soil and water pollution above the legally
acceptable limit, and/or is responsible for environmental disasters, they may suffer penalties or regulatory sanctions and be obliged
to repair the damage caused. Consequently, depending on the magnitude of the socio-environmental impact, a client may have its financial
structure compromised. Such events could adversely affect our reputation, financial condition, operating results and the market value
of our shares and ADSs.
3.D.20.10-02 Climate change may
have adverse effects on our business.
The increasing
focus of the market and regulators on climate change-related risks has led to new regulations, primarily aimed at understanding and managing
how these changes may affect our operations and business strategy, leading us to incorporate financial costs arising from physical climate
risks and risks arising from the transition to a low-carbon economy.
Physical climate
risks may affect the global economy, resulting in significant changes in asset prices and sector profitability. Damage to borrowers' properties
and operations may impair asset values and the credit quality of our clients, leading to higher default rates, write-offs, and impairment
charges in our portfolios. Our own facilities and
operational resilience may also suffer physical damage from extreme weather events, which could result in increased costs. Furthermore,
regarding transition risks, given the heightened market focus on this issue, we anticipate increased scrutiny of our business activities
by regulators, investors, civil society, and the general public, which may necessitate changes to the business we conduct. Thus, we must
adequately incorporate climate change-related risks into our risk framework to properly measure, manage, and disclose the various financial
and operational risks that may result from such changes.
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As an example
of this, in 2025, the occurrence of a low-intensity La Niña phenomenon caused a reduction in rainfall in the Center-South
region and temperatures above the historical average, impacting reservoirs, hydroelectric generation, and the agricultural calendar. These
factors increased the risk of inflationary pressures, especially in food and fuel. Such events may cause financial losses and adversely
affect our results of operations, financial condition, and the market value of our shares.
Beginning on January 1,
2027, we will be required to publish in Brazil, as part of its annual local consolidated financial statements, the Sustainability-Related
Financial Information Report, pursuant to CMN Resolution No. 5,185, as of November 21, 2024, which amended Resolution No. 4,818, of May
29, 2020. Said report will be prepared in accordance with Technical Pronouncements CBPS 01 and CBPS 02 of the Brazilian Sustainability
Pronouncements Committee (CBPS), covering, respectively, general requirements and climate-related disclosures, and will be subject to
assurance report by an independent auditor.
As a consequence of the
new regulatory obligations related to the reporting, disclosure, and collection of sustainability and climate information, we will be
exposed to risks arising from the complexity and volume of such information, especially those linked to risk profiles, internal controls,
and social, environmental, and climate management — which may generate inconsistencies, delays, or inaccuracies in the reports,
with potential administrative, financial, and reputational impacts. Additionally, the need for continuous updating of internal processes
may increase operational risk, especially if there is reliance on legacy systems, technological integration challenges, or limitations
in specialized technical capacity, which could lead to financial losses and reputational damage if regulatory requirements are not properly
met.
3.D.20.11 Reputational risk
Reputational
risk is represented by the loss of credibility before clients, counterparts, government agencies, the market or the community, as a result
of undue acts and improper actions and behavior.
3.D.20.11-01 Damage to our reputation
could harm our business and outlook.
We are highly
dependent on our image and credibility to generate business. A number of factors may tarnish our reputation and generate a negative perception
of us in the eyes of our clients, counterparties, stockholders, investors, regulators, business partners and other stakeholders. Such
factors include noncompliance with legal obligations, making irregular sales to clients, dealing with suppliers with questionable ethics,
unauthorized disclosure of client data, inappropriate behavior on the part of our managers, employees, interns and apprentices, and third-party
failures in risk management, and relationships with stakeholders whose practices are not aligned with ESG principals, among others. In
addition, certain significant actions taken by third parties, such as competitors or other market participants, may indirectly damage
our reputation with clients, investors and the market in general. If we are unable, or are perceived to be unable, to properly address
these issues, we may be subject to penalties, fines, class actions and regulatory investigations, among other things. Reputational damage
before clients, investors and other stakeholders may have a material adverse effect on our business, financial performance and prospects.
3.D.20.12 Model risk
The model is
defined as the information that supports decision-making processes, derived from any method, hypotheses, techniques and quantitative system
or approach, among others, that applies statistical, economic, financial or mathematical theories to transform data into estimates.
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The model risk
is represented by the possibility of adverse consequences arising from improper business decision-making, based on a model developed with
failures/deficiencies, or, even, due to improper use.
The use of models
in supporting business decision-making is an increasingly widespread practice in financial institutions. These tools enable the synthesis
of complex subjects, standardization and automation of the decision-making process and the possibility of reuse of internal and external
information, resulting in improved efficiency by reducing the costs associated with analysis and manual decision.
We use models
to support decision-making, financial reporting and regulatory reporting, and to provide predictive information in various business areas,
such as risk management, capital calculation, stress testing and other estimates from models to assess financial or reputation impacts.
Thus, we recognize the existence of the risk associated with the use of the models and the importance of the process of managing this
risk. The coordination of this process involves the AVIM - Independent Model Assessment.
3.D.20.12-01 We may make non-optimal
business decisions due to flawed/deficient models, or inappropriate use of those models.
The model risk methodology
includes a tier-based classification that reflects each model’s relevance to the Group and determines the prioritization, timing,
and depth of the analyses performed in its evaluation.
The model risk assessment
incorporates both qualitative and quantitative factors, the results of which are reflected in a rating assigned across five levels: Minimum
Risk, Low Risk, Moderate Risk, High Risk and Very High Risk.
Our Independent Model
Assessment Area ("AVIM") prepares the model validation schedule based on the prioritization criteria (Tier) and submits it for
evaluation to the Model Risk Commission. In addition, the model risk monitoring report is reviewed by the Model Risk Commission and by
the Integrated Risk Management and Capital Allocation Committee, which is responsible for discussing and formally approving the methodologies
for risk control and evaluation.
The use of models, such
as the ones mentioned above, to support business decisions is an increasingly widespread practice in financial institutions. However,
flaws in the model’s foundation (examples: simplifications, approximations, insufficient data, development sample design, etc.)
or the inappropriate use of a model, including use in a manner that is different from the use that was envisaged during its development,
may lead to financial losses due to flawed decision making and could, accordingly, negatively affect the result of our operations, our
financial condition and the market value of our shares and ADSs.
3.D.30 Risk management
3.D.30.01 Our risk management
structure may not be fully effective.
Our objective
is to fully incorporate the risk management process into all of our activities, developing and implementing methodologies, models and
other tools for the measurement and control of risks, and looking to continuously improve them in order to mitigate the risks that we
identify. However, there may be limitations to this risk management framework in foreseeing and mitigating all the risks to which we are
subject, or those to which we may, in the future, become subject. If our risk management structure is not completely effective in adequately
preventing or mitigating risks, we could suffer material unexpected losses, adversely affecting our financial condition and operating
results. For more information on our risk management structure, see “Item 4.B. – Business Overview – 4.B.20.01 Risk
Management”.
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3.D.40 Other risks
3.D.40.01 A majority of our common
shares are held, directly and indirectly, by one shareholder. Our Board
of Directors is composed of 11 members, of whom four are independent members. As a result, the non-independent
members may have interests that conflict with the interests of our other investors.
As of December
31, 2025, Fundação Bradesco directly and indirectly held a 31.53% stake in our capital, with 8.65% held directly and 22.8%
held indirectly. Fundação Bradesco is a non-profit institution, supervised by the Public Prosecutor’s Office, whose
main social objective is to promote social inclusion through education. According to the terms of the Bylaws of Fundação
Bradesco, the Management of Fundação Bradesco is exercised by a group called “Managing Board”, composed of members
of the Board of Directors, members of the Board of Executive Officers and Departmental Officers who work in our group for more than ten
years. Under the terms of Fundação Bradesco’s by-laws, all members of our Board of Executive Officers who have been
working with us for more than ten years serve as members of the Managing Board of Fundação Bradesco. The Managing Board
has no other members.
Our Board of
Directors has 11 members, and 4 of them are independent. In other words, they are not associated with Fundação Bradesco,
in accordance with the criteria of Law No. 6,404/76 and the regulations issued by the CVM. Brazilian Corporate Law provides that only
individuals may be appointed to a company’s Board of Directors. In addition, Law No. 6,404/76 and CVM Resolution No. 80/22 require
that at least 20% of the members of our Board of Directors be independent, as a publicly traded company. With the goal of enhancing corporate
governance, our Board of Directors has four independent directors.
Since the majority
of members are not independent, the interests of our Board of Directors may not always be aligned with the interests of our common shareholders,
and the shareholders do not have the same protections as they would if all the directors were independent. Furthermore, our directors
(excluding our independent directors) are associated with Fundação Bradesco and decisions in relation to our policy towards
acquisitions, divestitures, financings or other transactions could be made by Fundação Bradesco and our Board of Directors
which may be contrary to the interests of our other investors, including holders of shares and ADSs, and which may have a negative impact
on the interests of the holders of our shares and ADSs, see “Item 7.A. Major Shareholders”.
3.D.50 Risks relating to our shares,
preferred share ADSs and common share ADSs
3.D.50.01 The Deposit Agreements
governing the ADSs provide that holders of the ADSs will only receive voting instructions if we authorize the depositary bank to contact
those holders to establish voting instructions; and there are practical limitations we may give such holders on any ability to vote.
The voting
rights of ADS holders are governed by the Deposit Agreements. These Deposit Agreements provide that the depositary bank shall mail voting
instructions to holders only if we authorize and direct the depositary bank to do so. If we do not provide that authorization and direction
to the depositary bank, the ADS holders will not be able to vote at our meetings (note that, in the case of preferred share ADSs, the
voting rights will only be granted in exceptional cases, as discussed in item “3.D.50.02. According to the Brazilian Corporate Law,
holders of preferred shares have limited voting rights, consequently, holders of preferred share ADSs will also have limited capacity
to vote”), unless they surrender their ADSs and receive the underlying preferred shares or common shares, as applicable, in accordance
with the terms of the applicable Deposit Agreement.
In addition,
there are practical limits to the ability of the ADS holders to exercise any vote, if existent, due to the additional procedural steps
involved in communicating with such holders. For example, our shareholders will either be notified directly or by a notification published
in Brazilian newspapers, and they will be able to exercise their voting rights by either attending the meeting in person or voting by
proxy. In contrast, ADS holders will not
receive notice directly from us and cannot vote in person at the meeting. Instead, in accordance with the Deposit Agreements, the depositary
bank will, if authorized and directed by us, send any notice of meetings to ADS holders, together with a statement as to the manner in
which voting instructions may be given by holders. To exercise any such ability to vote, ADS holders must then instruct the depositary
bank how to vote with the shares represented by their ADSs. Because of this extra step involving the depositary bank, if and when we authorize
and direct the depositary bank to mail voting information to ADS holders, the process of voting will take longer for ADS holders than
for holders of our shares. ADS holders from whom the depositary bank does not receive voting instructions in good time will not be able
to vote at a meeting.
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3.D.50.02 Under Brazilian Corporate
Law, preferred shareholders have limited voting rights; accordingly, preferred share ADS holders will have similar limitations on their
ability to vote.
According
to Brazilian Corporate Law, in particular Article 111 of Law No. 6,404/76, Brazilian companies may cease to grant to their preferred shares
some of the rights recognized to common shares, including voting, or grant it with restrictions, whereby, if preferred shares do not have
the right to vote, such right may be acquired in certain circumstances.
According to our Bylaws,
our preferred shareholders are not entitled to vote at our shareholders’ meetings, except in the circumstances provided by the Brazilian
Corporate Law (see “Item 10.B. Memorandum and Bylaws – 10.B.10 Group – 10.B.10.02 Voting Rights”, for further
information on voting rights of our shares). As such, in contrast to common shareholders, preferred shareholders are not entitled to vote
on corporate transactions, including any proposed merger or consolidation with other companies, among other things.
As a result
of the fact that our preferred shareholders do not have the right to vote as a rule, the voting capacity that we can establish to holders
of preferred share ADSs corresponding to the preferred shares, in accordance with the applicable Deposit Agreement, in such a way that
ADS holders will also not have the right to vote, except in the cases legally provided. In addition, if they are to have the right to
vote, holders of preferred share ADSs can only vote if we instruct the depositary bank in this regard (see item “3.D.50.01. The
Deposit Agreements governing the ADSs determine that the holders of these ADSs will only receive instructions to vote if we authorize
the depositary bank to contact these holders for voting instructions, and there are limitations that we may establish to such holders
on the ability to vote” for further information).
3.D.50.03 The relative volatility
and low liquidity of the Brazilian securities markets may substantially limit your ability to sell shares underlying the ADSs at the price
and time you desire.
Investing
in securities that trade in emerging markets, such as Brazil, often involves greater risk than investing in securities of issuers in more
developed countries, and these investments are generally considered more speculative in nature. The Brazilian securities market is substantially
smaller and less liquid than major securities markets, such as the United States, and may be more volatile. Although you are entitled
to withdraw the shares underlying the ADSs from the depositary bank at any time, your ability to sell the shares underlying the ADSs at
a price and time acceptable to you may be substantially limited. There is also significantly greater concentration in the Brazilian securities
market than in major securities markets such as the United States or other countries. The ten largest companies in terms of market capitalization,
according to B3, accounted for 49.7% of the aggregate market capitalization as of December 31, 2025.
3.D.50.04 If we do not pay dividends
to our common shareholders and preferred shareholders, no dividends will be paid to ADS holders.
Pursuant
to the Deposit Agreements, if the depositary (as common shareholder and preferred shareholder underlying the ADSs) receives any cash dividend
or distribution, it shall distribute a corresponding U.S. dollar amount, net of depositary fees and certain withholding tax adjustments
as described in the Deposit Agreements, to holders of our common share ADSs and preferred share ADSs.
Pursuant
to our Bylaws, our preferred shares are entitled to dividends 10.0% higher than those of our common shares. Although under our current
Bylaws, we are obligated to pay our shareholders at least 30.0% of our annual adjusted net income,
the shareholders attending our Annual Shareholders’ Meeting may decide to suspend this mandatory distribution of dividends if the
Board of Directors advises that payment of dividends is not compatible with our financial condition. Neither our Bylaws nor the Brazilian
Corporate Law specifies the circumstances in which a distribution would not be compatible with our financial condition, and we have never
failed to pay the mandatory dividend. However, the Brazilian Corporate Law provides that a company need not pay dividends if such payment
would endanger the existence of the company or harm its normal course of operations.
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Further,
pursuant to CMN Resolution No. 4,958/21, the Central Bank of Brazil may impose restrictions on the payment of dividends and interest on
capital in the event of non-compliance with the additional capital requirements established by the Central Bank of Brazil, as further
described in “Item 4.B. Business Overview – 4.B.70 Regulation and Supervision – 4.B.70.02 Banking Regulations –
4.B.70.02-03 Capital adequacy and leverage”.
3.D.50.05 As an ADS holder you
will have fewer and less well-defined shareholders’ rights than in the United States and certain other jurisdictions.
Our corporate
affairs are governed by our Bylaws and Brazilian Corporate Law, which may differ from the legal principles that would apply if we were
incorporated in a jurisdiction in the United States or in certain other jurisdictions outside Brazil. Under Brazilian Corporate Law, you
and the holders of our shares may have fewer and less well-defined rights to protect your interests relative to actions taken by our Board
of Directors or our common shareholders than under the laws of other jurisdictions outside Brazil.
Although
Brazilian Corporate Law imposes restrictions on insider trading and price manipulation, the Brazilian securities markets are not as highly
regulated and supervised as the U.S. securities markets or markets in certain other jurisdictions. In addition, self-dealing and the preservation
of shareholder interests may be less heavily regulated and the regulations that are in place may not be as strictly enforced in Brazil
as in the United States, which could potentially disadvantage you as a holder of our shares underlying ADSs. For example, compared to
Delaware general corporation law, Brazilian Corporate Law and practices have less detailed and well-established rules and judicial precedents
relating to the review of management decisions under duty of care and duty of loyalty standards in the context of corporate restructurings,
transactions with related parties, and sale-of-business transactions. In addition, shareholders in Delaware companies must hold 5.0% of
the outstanding share capital of a corporation to have valid standing to bring shareholder derivative suits, while shareholders in companies
based in Brazil do not normally have valid standing to bring a class action.
3.D.50.06 It may be difficult
to bring civil liability causes against us or our directors and executive officers outside of Brazil.
We are organized
under the laws of Brazil, and all of our directors and executive officers reside outside the United States. In addition, a substantial
portion of our assets and most or all of the assets of our directors and executive officers are located in Brazil. As a result, it may
be difficult for investors to effect service of process within the United States or other jurisdictions outside of Brazil on such persons
or to enforce decisions rendered outside Brazil against them, including any based on civil liabilities under the U.S. federal securities
laws.
3.D.50.07 If we issue new shares
or our shareholders sell shares in the future, the market price of your ADSs may be reduced.
Sales of a
substantial number of shares, or the belief that this may occur, could reduce the market price of our shares and ADSs by diluting their
value. If we issue new shares or our existing shareholders sell the shares they hold, the market price of our shares, and therefore the
market price of our ADSs, may decrease significantly.
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3.D.50.08 The payments on the
ADSs may be subject to U.S. withholding under the Foreign Account Tax Compliance Act (“FATCA”).
The United
States has enacted rules, commonly referred to as FATCA, that generally impose a reporting and withholding regime with respect to certain
U.S. source payments (including interest and dividends), gross proceeds from the disposition of property that can produce U.S. source
interest and dividends and certain payments made by entities that are classified as financial institutions under FATCA. The United States
has entered into an Intergovernmental Agreement (IGA) regarding the implementation of FATCA with Brazil. Under the current terms and conditions
of the IGA, we do not expect payments made on or with respect to the ADSs to be subject to withholding under FATCA. However, significant
aspects of when and how FATCA will apply remain unclear, and no assurance can be given that withholding under FATCA will not become relevant
with respect to payments made on or with respect to the ADSs in the future. Similar to the FATCA, the Common Reporting Standard (CRS)
is the instrument developed by the Convention on Mutual Assistance in Tax Matters of the Organization for Economic Co-operation and Development
(OECD) and the Multilateral Competent Authority Agreement, applicable to the signatory countries of the standard. The financial institutions
and entities subject to it should ensure the identification, investigation and reporting of information to the competent bodies. Prospective
investors should consult their own tax advisors regarding the potential impact of FATCA and CRS. For more information about FATCA and
CRS, see “Item 4.B. Business Overview – 4.B.70 Regulation and Supervision”.
3.D.50.09 You may be unable to
exercise preemptive rights relating to our shares.
You will not
be able to exercise preemptive rights relating to the shares underlying your ADSs unless a registration statement under the Securities
Act is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. Similarly,
we may from time to time distribute rights to our shareholders. The depositary bank will not offer rights to you as a holder of the ADSs
unless the rights are either registered under the Securities Act or are subject to an exemption from the registration requirements. We
are not obligated to file a registration statement with respect to the shares or other securities relating to these rights, and we cannot
assure you that we will file any such registration statement. Accordingly, you may receive only the net proceeds received from the sale
by the depositary bank of the rights in respect of the shares represented by your ADSs or, if the preemptive rights cannot be sold, they
will be allowed to lapse. You may also be unable to participate in rights offerings by us, and your holdings may be diluted as a result.
3.D.50.10 If you exchange your
ADSs for their underlying shares, you risk losing Brazilian tax advantages and the ability to remit foreign currency abroad.
Brazilian law
requires the parties to obtain a registration certificate from the Central Bank of Brazil in order to remit foreign currencies, including
U.S. dollars, abroad. The Brazilian custodian for the shares must obtain the necessary registration certificate from the Central Bank
of Brazil for payment of dividends or other cash distributions relating to the shares or following disposal of the shares. If you exchange
your ADSs for the underlying shares, however, you may only rely on the custodian’s certificate for five business days from the date
of exchange. Thereafter, you must obtain your own registration certificate in accordance with the rules of the Central Bank of Brazil,
in order to obtain and remit U.S. dollars abroad after the disposal of the shares or the receipt of distributions relating to the shares.
If you do not obtain a certificate of registration, you may not be able to remit U.S. dollars or other currencies abroad and may be subject
to less favorable tax treatment on gains relating to the shares. For more information, see “Item 10.D. Exchange Controls”.
If you attempt
to obtain your own registration certificate, you may incur expenses or suffer delays in the application process, which could delay the
receipt of dividends, distributions relating to the shares or the return of your capital. The custodian’s registration certificate
and any certificate of foreign capital registration you may obtain may be affected by future legislative changes. Additional restrictions
applicable to you, to the disposal of the underlying shares or to the repatriation of the proceeds resulting from disposal, may be imposed
in the future.
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3.D.50.11 Relevant local insolvency
laws may not be as favorable to you as bankruptcy laws in the jurisdictions with which you are familiar.
We are established under
the laws of Brazil. Any insolvency proceedings with regard to us would most likely be based on, and governed by, the insolvency laws of
Brazil as the case may be. Such insolvency laws may not be as favorable to your interests as creditors as the laws of jurisdictions with
which you are familiar.
We may become subject to
decree of intervention, out-of-court liquidation or bankruptcy. The bankruptcy laws of Brazil, as the case may be, currently in effect
are significantly different from, and may be less favorable to creditors than, those of certain other jurisdictions.