A. History and Development of the Company Corporate Information We are a Dutch public limited liability company, with our registered office address at Stroombaan 10, 1181 VX Amstelveen, the Netherlands. Our principal executive offices are located at Av. Manuel Bandeira, 291, Block A, 1st floor (22 and 23), 2nd floor and 3rd floor, São Paulo, SP, 05317-020, Brazil. We are registered with the trade register of the Dutch chamber of commerce (Kamer van Koophandel) under number 92410456. Our principal website is www.picpay.com. The information contained in, or accessible through, our website is not incorporated by reference in, and should not be considered part of, this annual report. History and Development Overview PicPay Brazil was founded in 2012 in Vitória, in the state of Espírito Santo, with the goal of introducing instant payments among consumers and businesses in Brazil. In 2015, Banco Original, which is controlled by J&F Participações and was the first digital bank in Brazil focused on wholesale, corporate and agribusiness, acquired PicPay. In the same year, Banco Original also entered the retail segment to further diversify its business model. In 2017, PicPay Brazil was spun off from Banco Original and J&F Participações became the controlling shareholder of both entities. As we continued to grow our business, driven by a strong nationally recognized brand, we started to offer more financial and non-financial products and services, expanding within the retail segment. Recent Acquisitions, Corporate Transactions and other Developments On July 20, 2021, PicPay Brazil acquired all of the share capital of Guiabolso and its subsidiary Guiabolso Pagamentos from Guiabolso (Cayman) Ltd. and Guiabolso LLC. The purchase price was R$110.0 million, all of which was paid in cash. Guiabolso is a personal finance app that uses data intelligence to offer financial products on its portal to its users. On February 25, 2022, J&F Participações contributed all of the shares of PicPay Bank (formerly known as Banco Original de Agronegócio S.A.) to PicS Holding (formerly known as PicPay Holding Ltda.). In consideration for this contribution, PicS Holding issued 146,900,768 of its common shares to J&F Participações. On May 26, 2022, the Brazilian Central Bank approved the change in the name of Banco Original de Agronegócio S.A. to PicPay Bank. As a result of this transaction, PicPay Bank became a wholly-owned subsidiary of PicS Holding. PicPay Bank holds a multi-purpose bank (banco múltiplo) license which allows us to directly offer a range of banking products to our consumers. 56 In September 2022, in connection with the expansion and corporate reorganization of the companies comprising Banco Original, Crednovo underwent a corporate reorganization through which Crednovo ceased to be a wholly-owned subsidiary of J&F Participações and became a wholly-owned subsidiary of PicS Holding. This reorganization was implemented through a capital increase by J&F Participações in PicS Holding, through which J&F Participações subscribed for 26,000,000 common shares of PicS Holding. On January 23, 2023, J&F Participações transferred all of its shares in Liga Invest Distribuidora de Títulos e Valores Mobiliários Ltda., or “Liga Invest,” a brokerage firm and securities dealer, to PicPay Brazil for R$27.4 million. As a result of this transaction, Liga Invest became a wholly-owned subsidiary of PicPay Brazil. On January 24, 2023, PicPay Brazil made a capital contribution of R$25.0 million to Liga Invest in exchange for 25,000,000 common shares of Liga Invest. On May 3, 2023, Liga Invest changed its name to PicPay Invest Distribuidora de Títulos e Valores Mobiliários Ltda. On February 2, 2023, our subsidiary Guiabolso acquired all of the quotas in BX from BX Business LLC. The purchase price was R$9.5 million with earn-out consideration in an amount equal to 25% of BX’s future net profit for each of the years in the five-year period ending December 31, 2027 up to a maximum amount of R$70.0 million, subject to certain terms and conditions. BX is active in the Brazilian payroll loan market for public sector employees and business process outsourcing for back-office payroll loans. This acquisition helped us to broaden our financial ecosystem by expanding our financial products offering to our consumer base. Also in February 2023, we entered into the corporate benefits business, which includes offering flexible vouchers (including employee meal and transportation vouchers, among others), payroll advances, balance sharing between PicPay’s consumers and payroll management. Through this new business, PicPay consolidates advantages for both employees and human resources departments on a single platform. In 2023, J&F Participações announced its plan to integrate Banco Original’s retail operations with PicPay, allowing both companies to focus on their respective strengths (PicPay in retail and Banco Original in wholesale, corporate and agribusiness). This is expected to allow each company to focus on its core businesses while benefiting from operational and financial synergies. The integration of Banco Original’s retail operations began with the transfer of its personal checking accounts and associated assets to the PicPay platform in July 2023. This integration also accelerated the delivery of certain products, such as special account limit, salary account, joint account, and platinum and black credit cards. We launched additional products, including a rewards program, secured loans (investments and payroll), investment funds and private pension funds, among others. Moreover, this integration added 1 million quarterly active consumers to PicPay. We also began originating personal loans in October 2023, and the PicPay credit card portfolio was transferred to PicPay from Banco Original in January 2024, fully internalizing our credit card operations at the start of 2024. On February 26, 2025, J&F International invested R$319.9 million in PicPay Netherlands without the issuance of new shares. On the same date, PicPay Netherlands invested the same amount in PicS Ltd., without the issuance of new shares. On February 27, 2025, PicS Ltd. invested R$321.5 million in PicS Holding through the issuance and subscription of 321,489,832 quotas, all nominative and with a par value of R$1.00 each. On February 27, 2025, PicS Holding invested R$321.8 million in PicPay Bank through the issuance and subscription of 88,121,683 shares, all nominative and without par value. This financial transaction had the purpose of enabling the PicPay conglomerate to achieve capital adequacy after it became subject to the capital requirements applicable to banks, of a total capital ratio of 10.5%, a Tier I capital ratio of 8.5% and a common equity capital ratio of 7% of risk-weighted assets (RWA), all including the 2.5% capital conservation buffer requirement. On May 20, 2025, our subsidiary Nosso Time iGaming Ltda., a sportsbook company, filed a request for authorization to operate under the fixed-odds sports betting modality, which was approved by the Secretariat of Prizes and Betting, or “SPA,” a specialized unit within the Brazilian Ministry of Finance, on March 6, 2026, pursuant to Ordinance (Portaria) SPA/MF No. 604. The authorization will remain valid until March 8, 2031. The fixed-odds sports betting market in Brazil, recently regulated by Law No. 14,790/2023, is becoming increasingly relevant in the Brazilian economic and legal context. Such modality of betting consists of a type of lottery in which the bettor knows in advance the conditions and rate of return of the games, which provides greater transparency and predictability to the operation. We believe this market provides an opportunity for us to generate meaningful financial returns, mainly driven by digital platforms focused on sporting events and it is an important source of tax revenue and economic development. For more information see “Item 4. Information on the Company—B. Business Overview—Regulation—Other Rules—Bets and Fixed Odds Betting.” 57 On March 25, 2025, J&F International invested R$50.3 million in PicPay Netherlands without the issuance of new shares. On the same date, PicPay Netherlands invested the same amount in PicS Ltd. without the issuance of new shares. On March 27, 2025, PicS Ltd. invested R$50.8 million in PicS Holding through the issuance and subscription of 50,774,638 quotas, all nominative and with par value of R$1.00 each. On the same date, PicS Holding invested R$50 million in PicPay Bank through the issuance and subscription of 31,643,364 shares, all nominative and without par value. On April 28, 2025, J&F International invested R$125.5 million in PicPay Netherlands without the issuance of new shares. On April 29, 2025, PicPay Netherlands invested R$122.1 million in PicS Ltd. without the issuance of new shares. On April 30, 2025, PicS Ltd. invested R$121.6 million in PicS Holding through the issuance and subscription of 121,616,277 quotas, all nominative and with par value of R$1.00 each. On the same date, PicS Holding invested R$121.2 million in PicPay Bank through the issuance and subscription of 49,627,302 shares, all nominative and without par value. On May 27, 2025, J&F International invested R$50.0 million in PicPay Netherlands without the issuance of new shares. On the same date, PicPay Netherlands invested the same amount in PicS Ltd. without the issuance of new shares. On May 28, 2025, PicS Ltd. invested R$50.2 million in PicS Holding through the issuance and subscription of 50,163,586 quotas, all nominative and with par value of R$1.00 each. On May 29, 2025, PicS Holding invested R$50.0 million in PicPay Bank through the issuance and subscription of 21,777,231 shares, all nominative and without par value. On June 19, 2025, J&F International and Banco Original entered into an agreement for the sale and transfer of one share of PicPay Netherlands, with a nominal value of EUR0.005. After this date, Banco Original began to hold 9.5% of the share capital of PicPay Netherlands. On July 21, 2025, J&F International invested R$108.4 million in PicPay Netherlands without the issuance of new shares. On the same date, PicPay Netherlands invested the same amount in PicS Ltd., without the issuance of new shares. On July 23, 2025, PicS Ltd invested R$108.3 million in PicS Holding through the issuance and subscription of 108,317,593 quotas, all nominative and with a par value of R$1.00 each. On the same date, PicS Holding invested R$107.9 million in PicPay Bank through the issuance and subscription of 46,423,381 shares, all nominative and without par value. On September 19, 2025, we entered into an equity purchase agreement for the acquisition of shares representing 100% of the total share capital of Kovr Participações S.A. and its subsidiaries (including Kovr Seguradora S.A., Kovr Previdência S.A., and Kovr Capitalização S.A) (collectively “Kovr”) from its controlling shareholders Thiago Coelho Leão de Moura, Eduardo Viegas Silva, Rrennó Participações Ltda. and Renato Agrícola Rennó, and quotas representing 53% of the total share capital of Estrutural from its controlling quotaholders Katia Regina Nigri Zendron Viegas, Marina Peres Leão de Moura, and Sarah Grawer Rennó. We were also granted an option to purchase the remaining 47% of Estrutural’s total share capital. Kovr Participações S.A. is a full-service digital insurance company that offers services for multiple partners, with products such as affinity, surety, life, financial lines, among others. Estrutural is specialized in the operation of major company’s captive insurances. The completion of this transaction is conditioned on the approval of CADE and SUSEP. For additional information, see “—B. Business Overview—The Kovr Acquisition.” On September 23, 2025, J&F International invested R$149.4 million in PicPay Netherlands without the issuance of new shares. On September 24, 2025, PicPay Netherlands invested the same amount in PicS Ltd., without the issuance of new shares. On September 25, 2025, PicS Ltd. invested R$150.4 million in PicS Holding through the issuance and subscription of 150,000,000 quotas, all nominative and with a par value of R$1.00 each. On September 26, 2025, PicS Holding invested R$150.0 million in PicPay Bank through the issuance and subscription of 60,880,607 shares, all nominative and without par value. 58 On November 17, 2025, PicPay Bank completed the issuance of four series of nominative, book-entry and non-convertible Tier 2 Subordinated Debt, all with a fixed interest rate of 17.69% per annum and without early redemption provision, which were duly registered with the Brazilian stock exchange (B3). The nominal amount issued totaled R$501.6 million, with maturities between December 28, 2033 and December 28, 2039. On November 25, 2025, J&F International invested R$360.0 million in PicPay Netherlands without the issuance of new shares. On the same day, PicPay Netherlands invested the same amount in PicS Ltd., without the issuance of new shares, and PicS Ltd. invested the same amount in PicS Holding, through the issuance and subscription of 360,000,000 quotas, all nominative and with a par value of R$1.00 each. On November 26, 2025, we approved a disproportional partial spin-off of PicS Holding, which involved the transfer of equity in the amount of R$360.0 million to J&F Participações S.A. As a result, J&F Participações S.A. no longer holds a direct interest in PicS Holding. Following the completion of this transaction, PicS Ltd. became the holder of 100% of the share capital of PicS Holding. On December 10, 2025, and December 19, 2025, through our subsidiary PicPay Bank, we entered into certain non-recourse credit rights assignment agreements with J&F S.A. for the acquisition of credit rights held against certain electric power distributors arising from the sale of electric power by J&F subsidiaries, as follows: ● on December 10, 2025, Mauá III assigned receivables in the total amount of R$1,097 million, with an annual discount rate of 19.86%, for a total purchase price of R$581 million; and ● on December 19, 2025, Âmbar Energia assigned receivables in the total amount of R$376 million, with an annual discount rate of 19.11%, for a total purchase price of R$325 million. These agreements provide for the full, irrevocable and irreversible transfer of such credit rights to PicPay Bank, including all related ancillary rights and guarantees. These agreements establish provisions for the reimbursement of amounts to PicPay Bank in the event of disqualification of the credits, as well as specific conditions for the collection, settlement, and transfer of any excess amounts to J&F S.A. On December 24, 2025, J&F International invested R$20.0 million in PicPay Netherlands without the issuance of new shares. On December 29, 2025, PicPay Netherlands invested R$1.8 million in PicPay Participações through the issuance and subscription of 1,800,000 nominative quotas, all nominative and with a par value of R$1.00 each. On December, 29, 2025, the Executive Committee of Picpay Bank approved the initiation of the process to constitute a second FIDC with the purpose of acquiring receivables from FGTS consumer loans that we generate in a similar structure and terms to the existing FIDC FGTS created in December 2024. Our goal with the second FIDC FGTS is to generate funding for the growth of our credit portfolio. We expect to complete the establishment and placement of the senior quotas of the second FIDC FGTS during the second quarter of 2026, subject to market conditions. Recent Developments On January 30, 2026, we concluded our initial public offering, consisting of an offering of 22,857,143 Class A common shares pursuant to a registration statement on Form F-1 filed with the SEC at a public offering price of US$19.00 per Class A common share. Our Class A common shares began trading on the Nasdaq Global Select Market under the symbol “PICS” on January 29, 2026. On February 18, 2026, we invested R$1.5 billion in PicPay Bank to support the bank’s growth while meeting regulatory capital requirements. This investment did not impact the consolidated capital position of Pics N.V. In February 2026, the board of directors of the Fundo Garantidor de Créditos (“FGC”) (Brazil’s deposit insurance fund), approved an emergency recapitalization plan following the liquidation of certain banks by the Central Bank of Brazil, requiring member institutions, including our subsidiaries, to advance contributions over a multi-year period. On March 25, 2026, we advanced R$170.1 million to the FGC pursuant to this plan. 59 Capital Expenditures Our capital expenditures primarily relate to our investments in computers and leased assets and in intangible assets related to upgrading and developing our IT systems, software and infrastructure. For more information about our capital expenditures for the years ended December 31, 2025, 2024 and 2023, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures.” Public Information The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. See “Item 10. Additional Information—H. Documents on Display.” Our website is investor.picpay.com. Information contained on or obtainable through our website is not incorporated into, and does not constitute a part of, this annual report. B. Business Overview Our Mission and Vision At PicPay we believe financial services should be mobile, frictionless, and instantaneous. Our mission is to empower consumers and businesses across Brazil with innovative solutions to redefine the way people manage their traditional daily finances. We break down the barriers to traditional financial services and are driven by a vision of a future where financial services are accessible for all. We are committed to simplifying financial transactions, fostering economic inclusion and providing the tools and resources for people to achieve their financial goals. We believe technology is a force for positive change and we leverage it to create a more inclusive and equitable financial ecosystem. Since our inception, we have been dedicated to making payments and banking seamless and secure for both consumers and businesses. We believe we are paving the way for the future of finance in Brazil, inspired by the meaningful improvements we have brought to the daily financial lives of millions of people, such as increased access to banking services, reduced costs, and greater financial autonomy, driven by our commitment to promoting financial empowerment for all. Our Thesis We believe that the Brazilian financial services market offers an opportunity for digitalization and efficiency. Our estimates indicate that the total addressable market (TAM) is expected to grow from R$725 billion in 2026 to R$1,078 billion in 2030, driven by technological advancements and the rising demand for accessible and innovative solutions. Source: Companies’ filings and Brazilian Central Bank. Notes: (1) Considers quarterly cost-to-serve as of December 31, 2025, calculated as period cost-to-serve divided by average active customer. Cost-to-Serve calculation according to PicPay’s methodology, which includes transaction expenses, technology expenses, marketing expenses (excluding expenses related to customer acquisition), personnel expenses, and administrative expenses. For incumbents, it considers Santander, Itaú, Bradesco, Banco do Brasil. For digital banks, it considers PicPay, Nubank, and Inter&Co; (2) As of December 31, 2025. Banks Average ROE is the average calculated according to each company disclosure. For incumbents, it considers Itaú Unibanco and Banco do Brasil. For digital banks, it considers PicPay, Nubank, Inter and C6. 60 In addition to the above mentioned favorable scenario, the Brazilian financial services sector’s profits remain historically concentrated among incumbent banks. However, scalable digital banks, such as PicPay, have demonstrated a significant operational advantage: they operate with customer cost structures up to 10 times lower than incumbents and already achieved an annualized return on equity (ROE) of 32%, nearly two times the average of traditional banks (15%). User engagement within our user base is a key driver of this growth. The more mature cohorts are already generating average revenue per active customer (ARPAC) that is twice the platform average, while the penetration of higher-margin financial products, such as credit cards and loans, remains low, indicating substantial room for expansion through cross-sell strategies and increased share of wallet. Source: Company. Notes: (1) “Consumers” includes the gross profit from the “Consumer Banking” segment; (2) “Others” includes the gross profit from the SMBs, Audiences and Ecosystem Integration, and institutional segments; (3) Adjusted Gross Profit is a Non-IFRS Accounting Standards Measure. Our trajectory has been defined by continuous innovation, expansion into strategic licenses, and relevant acquisitions, consolidating PicPay as a robust and highly scalable ecosystem. Our Company PicPay Brazil was founded more than ten years ago in the city of Vitória, in the State of Espírito Santo, Brazil, as a peer-to-peer (P2P) transfer platform to provide a seamless digital payment solution in a country where making payments historically was cumbersome, slow and costly. Our user-friendly solution allowed individuals to send money easily via their mobile phones any time of day, which caught the attention of millions of consumers. In just a few short years, we became one of Brazil’s leading digital wallets by number of consumers, according to information provided by the Brazilian Central Bank. After our early success with P2P payments, we noticed a gap in the broader payments ecosystem and broadened our lens to focus on improving the relationship between consumers and businesses within our platform, which led us to build a two-sided ecosystem, servicing both consumer and business customers. We were one of the first financial services companies to provide QR Code payments for businesses in Brazil, allowing our consumers to seamlessly make payments by scanning a QR Code, either in-store or online. 61 As we grew as a company, so did the financial needs of both our consumer and business customers. We continued to innovate and deliver new solutions to address their respective needs, launching various payments, credit, insurance and investment products, making PicPay a complete financial platform, and, in the process, further expanding our addressable market in Brazil, comprising both financial and non-financial services. Eventually our ambitions grew beyond payments, leading us to seek to revolutionize how Brazilians manage and interact with their finances. We launched and scaled products and services for consumers to address several needs, including: ● Consumer Banking segment: ○ Wallet & Banking: we offer a wide range of transactional products for our consumers, including Pix (the instant payment system developed by the Brazilian Central Bank), peer-to-peer (or “P2P”, between PicPay accounts), bill payments, payroll portability, global account and a payment assistant that helps consumers organize, centralize, and settle all their bills through an integrated hub. In addition, we provide a series of solutions that go beyond digital payments, such as an underage account, an account aggregator (which allows consumers to consolidate multiple bank accounts in one place) and PicPay’s piggy banks, designed to help consumers save money in a simple and personalized way. ○ Credit: our offering includes multipurpose cards (prepaid and credit) available in Gold, Platinum, and Black versions; personal loans; buy-now-pay-later (installment payments without the need for a physical or digital card); payroll loans for public servants, retirees, and pensioners; private payroll loans for formally employed workers; and early access to the FGTS annual birthday withdrawal program. ○ Insurance: in addition to credit solutions, we provide a fully digital insurance distribution platform with products such as digital wallet insurance, PicPay Card bill protection, credit life insurance, smartphone protection, life insurance, home insurance, among others. ○ Investments: in the investment space, through PicPay Invest, we provide a wide range of products tailored to different investor profiles and financial goals, including include daily-liquidity and fixed term CDBs with varying rates and maturities; real estate and agribusiness credit bills (LCI and LCA); private pension plans; P2B Lending (enabling consumers to invest in debt securities issued by companies within the J&F group); cryptocurrencies, among others. ● Small and Medium-Sized Businesses segment: we offer a comprehensive portfolio of products beyond QR Code payments: ○ Acquiring: We offer a wide range of payment acceptance solutions, including a proprietary QR Code technology that can be displayed at the point of sale or digitally integrated into e-commerce checkouts. In addition, we provide payment links that enable merchants to receive payments via WhatsApp or social media, without the need for a website. We also offer our own POS terminals, smart POS devices, and Tap on Phone solutions, which are part of an integrated cross-selling strategy designed for small and medium-sized businesses. Our acquiring solutions also involve the offer of automatic and manual prepayment of receivables from credit card transactions. ○ Banking: our strategy is to extend our consumer ecosystem into the SMBs segment, enabling small and medium-sized businesses to use the same familiar PicPay experience, but with tools tailored for managing and growing their businesses. We rely on the fact that almost 10 million PicPay consumers are also entrepreneurs and we began to offer banking and financial services, such as a SMB accounts, Pix and bill payments, debit and credit cards, certificate of deposits, secured and unsecured loans; 62 ○ Corporate Benefits and Salary Advances: we offer flexible corporate benefits cards that companies can use to distribute meals, food, transportation and other flexible benefits to employees through the PicPay app. These cards are integrated into PicPay’s ecosystem, allowing consumers to manage benefits alongside their personal balance. Additionally, PicPay provides salary advance solutions, enabling, in partnership with the human resources department of companies that contract our services, to offer employees early access to their salaries. ● Audiences and Ecosystem Integration segment: includes solutions aiming to engage and monetize both the consumer and SMB audiences in our ecosystem: ○ PicPay Shop: we offer our consumers the ability to purchase a wide range of products and services through our PicPay Shop. Consumers are able to buy items such as mobile phones, TVs, and home appliances, all without the need of leaving the app to complete their checkout. In addition, through PicPay Shop, users can also access everyday services, such as mobile top-ups, public transportation cards, and gift cards. PicPay Shop also includes: ■ PicPay Travel: a travel hub within the PicPay app, developed in partnership with CVC Corp, which enables our consumers to browse and purchase travel-services, such as flight tickets, hotel accommodations, and travel packages directly in our app. Launched in October 2025, this service aims to make travel more accessible for a wide range of consumers by combining competitive offers, payment flexibility, and the existing convenience of the PicPay ecosystem. ■ PicPay Experience: available within PicPay Shop, it allows consumers to book restaurant reservations and purchase tickets for movies, concerts, sports events, amusement parks, and various other activities, all with just a few taps in the app. This hub brings together a wide range of dining and entertainment options, as well as tickets with discounts of up to 60%. It is an important tool for driving consumer engagement, offering special prices and cashback of up to 15% at restaurants, while also serving as a strategic way to embed PicPay’s diverse payment methods directly into the consumer checkout experience. ■ iGaming: as of October 2025, we started offering a fully digital solution that gives our consumers access to monthly raffles and instant prizes featured in each campaign, encouraging them to return to the app more frequently and strengthening ongoing engagement with our ecosystem. ○ PicPay Ads: advertising platform designed to enable brands to reach a highly engaged consumer base through contextualized placements within the app. This offering covers the full marketing funnel (from awareness to conversion) with formats such as display banners, video, CRM integrations (push and emails), and high-impact takeovers. This solution brings several benefits to merchants such as customer acquisition, re-engagement of old customers, and promoting increased customer spending. The graphic below illustrates our evolution of total revenue and financial income, Adjusted Profit and profit for the year from 2018 to December 31, 2025: Note: (1) Adjusted Profit, which is not a measure under IFRS Accounting Standards, includes or excludes certain non-recurring and/or non-cash items of income and expense such as initial recognition of share-based long-term incentive plan expenses, expenses related to one-time provision for contingencies, and initial recognition of deferred tax assets. 63 Through our unique two-sided open ecosystem, we provide value to our consumers and businesses in many ways, such as the following: ● Consumers can access a wide range of products and services, including day-to-day payments, financial products, such as cards, loans, insurance and investments, as well as non-financial services, including gift cards, transportation or mobile phone recharges (top-ups), online shopping and more. ● Businesses can receive payments through various modalities (QR Code, Pix, payment link, POS terminals and PicPay e-wallet), access financial services (such as prepayment of receivables, loans, prepaid and credit cards), have access to a complete digital account for day-to-day payments, offer their products and services on the PicPay Shop, and advertise their products and services within our app. ● Financial and non-financial institutions can connect to our open platform to distribute their products and services (such as credit, insurance and investment products), allowing them to benefit from the significant data that we have collected to provide more relevant and customized offerings targeted at the individual consumer’s needs. Connecting consumers and businesses enables us to offer a unique end-to-end product experience through the offer of a wide range of financial and non-financial services in a single app, while gaining valuable insights into both consumer behavior and business performance. The graphic below illustrates our two-sided ecosystem encompassing solutions for both consumers and businesses: 64 With just over a decade of operations, PicPay has already achieved a brand awareness of more than 97%. In addition, through open public voting conducted by the iBest Awards 2024, we were recognized as the best digital bank in Brazil, receiving more than 14 million votes. PicPay also has one of the lowest rejection rates among the 19 banks evaluated in Brazil, of only 6.4%. Finally, we are the fourth most aspirational bank in Brazil based on an August 2025 brand tracking study commissioned by us and conducted by IPSOS, a global market research company, despite operating with a conservative marketing budget. Brand aspiration measures how much people desire/aspire to brands, taking into account both functional and emotional perspectives. Additionally, PicPay was ranked among the most popular apps people keep on their home screens across all categories, along with well-known companies such as Twitter (which had its name changed to “X” after such opinion surveys), Shopee, Mercado Livre, Itaú, and Santander, according to an independent public survey conducted by Panorama Mobile Time/Opinion Box in April 2025. Cryptocurrency Activities In July 2022, we gave our consumers the ability to hold cryptocurrency assets on our platform. These assets are legally held by a third party custodian. As of December 31, 2022, consumers held cryptocurrency assets on our platform with a fair value of R$12.7 million (US$2.3 million). In October 2023, we began to wind down our cryptocurrency activities and no longer allow our consumers to deposit new cryptocurrency assets in their wallets. In addition, we required our consumers with existing cryptocurrency balances to transfer their remaining cryptocurrency assets out of our wallet or liquidate their balances by December 11, 2023. In July 2025, we resumed our cryptocurrency operations driven by recent regulatory advancements in this area. The new framework provides greater clarity and security both for companies and consumers, enabling us to relaunch cryptocurrencies through our investment platform as an additional product to our consumers, among our many other products, such as PicPay CDBs, fixed income, and P2B Lending. These operations are entirely off-balance sheet and structured under a distribution and commission-based model. Accordingly, we do not hold custody of any cryptocurrencies. 65 The charts below show our evolution and corporate structure: Our Two-Sided Ecosystem Our Consumers According to our internal data as of December 31, 2025, our consumer base primarily consists of a younger demographic, with an average age of 37 years. In addition, 86% of our consumers are lower-middle to low-income, and approximately 71% are located in the Southeastern and Northeastern regions of Brazil. We had approximately 1.4 million high-income consumers as of December 31, 2025. Moreover, we also have a meaningful penetration amongst the more affluent demographic, with 3.7 million consumers with monthly gross income above R$10,000, where we expect to enhance our value proposition with the new banking and investment products, and more than 6.5 million consumers with a monthly gross income above R$5,000. The graphic below illustrates certain information about our consumers: (1) High income: monthly gross income above R$15,000 and/or deposits/investments above R$40,000. Upper-Middle Income: monthly gross income between R$4,000 to R$15,000. Lower-Middle & Low Income: monthly gross income between R$0 to R$4,000. (2) Census (Censo) 2022 from IBGE. 66 We believe we are leading the digital transformation wave in Brazil, and we possess a national footprint, covering all demographics segments in Brazil. Our ecosystem was built to be a one-stop-shop, aiming to reach the highest number of Brazilians that have access to smartphones and internet, across all ages and social classes. In addition, we believe our strong traction with younger and tech-savvy consumers helps us to achieve higher retention and greater lifetime value (LTV), as we grow with our consumers throughout their lives while they accumulate wealth and reach certain milestones in lives that expand their financial needs. Our Small and Medium-Sized Businesses Our mission is to be the primary financial platform for small and medium-sized businesses in Brazil, delivering the best customer experience in the market and providing financial services that can leverage our two-sided ecosystem. For over 13 years, we have built a known reputation by disrupting the financial industry for individuals through the offering of a wide range of digitalized solutions, such as payments through our digital wallet, unlocking new use cases for millions of individuals. On top of that, we aim to scale our small and medium-sized businesses segment by taking advantage of an opportunistic competitive landscape with a market that is still concentrated among incumbent banks and with business customers that we believe are underserved by those institutions. One of the key differentiators we offer entrepreneurs is the ability to seamlessly integrate their personal and business financial lives within a single platform. Through our account aggregator, entrepreneurs can access a unified financial view that consolidates personal and business accounts in one environment, reducing fragmentation and simplifying day-to-day financial management. This integrated experience enables faster decision-making, improved credit analysis and personalized offers, allowing entrepreneurs to dedicate more time to running and growing their businesses. Our value proposition is further strengthened by an integrated onboarding process within the consumer app, which allows users to open and activate a PicPay Business account directly from the PicPay Personal app, without the need to switch applications. This seamless onboarding leverages existing user data, accelerates activation, shortens time-to-value, and increases conversion from our personal user base into business customers. In parallel, we continue to expand our acceptance solutions for merchants. With the launch of PicPay Tap, we enable contactless payment acceptance via NFC directly on smartphones, eliminating the need for a physical POS terminal while ensuring security, regulatory compliance and a simple, frictionless customer experience. Together with PicPay Tap, our portfolio for entrepreneurs includes a free digital business account, invoice issuance, Pix payments and collections, bill payments with card, Pix with credit card, prepaid cards, POS terminals for in-person sales, fully online e-commerce checkout solutions powered by PicPay, and payment links. These solutions are connected to a consumer base of over 67.0 million users, significantly expanding sales and growth opportunities for small and medium-sized businesses. Our growth strategy focuses on exploring opportunities within our own ecosystem, considering that approximately 10% of all new individual customers are individuals who also own some type of business. Furthermore, we believe that increased inflows of financial resources through our business customers may help reduce our funding costs, which, as of December 2025, stood at 94% of the CDI. 67 In the second half of 2023, we integrated our own merchant acquiring platform, allowing PicPay to operate as a full-stack merchant acquirer in order to capture, process and settle all card transactions within our app. We are increasing our acceptance rate across the country and partnering with leading global companies and several other online merchants and platforms, including Uber, AliExpress, Google, Kwai, among others from many industries to expand the adoption of our payment solutions and become a fully integrated merchant acquirer player for online merchants. Our business ecosystem is still under development and our relationships with these providers have not generated material revenues. In the first quarter of 2024, we launched our first POS terminal in the Brazilian market, which included Pix payment. We intend to continue expanding our value proposition to offline merchants going beyond QR Code payments, Pix, and POS terminals and also offer electronic cash registers, or “ECRs,” and tap on phone solutions, which will also create opportunities to offer other financial and banking solutions to service entire lifecycle of our business customers integrated into our ecosystem. As of December 31, 2025, approximately 400,000 quarterly active businesses accepted PicPay’s payment network. Currently, our business customers are mainly concentrated within: (i) micro and small offline merchants that use PicPay solutions such as QR Code, POS terminals and Pix payments and (ii) online merchants across a wide range of industries and scale, including Uber, AliExpress, Google, Kwai, among others, that accept our PicPay e-wallet on their e-commerce platforms. Our Unique Approach We believe that we have adopted a unique approach in building our business, which we believe will help us expand our ecosystem of consumers, businesses, and third-party affiliate partners, as highlighted below: ● Open Platform. We take a flexible open platform approach, enabling integration with any external party who complies with our platform’s terms of use. For consumers, our platform has a multi-funding strategy that allows them to leverage various funding sources for transactions, including not only their deposits and PicPay credit cards but also third-party credit cards registered in our app, and balances pulled directly from other bank accounts or digital wallets through our payment initiation model. Additionally, financial institutions can connect to our open platform to distribute their products and services, such as credit, insurance, and investment products, benefiting from our data-based consumer behavior metrics to provide more relevant and customized offerings targeted at individual consumers’ needs. Similarly, our open platform also allows merchants to integrate their websites to sell products and services to our consumer base at the PicPay Shop. 68 As our business evolved beyond the digital wallet, we have incorporated multiple partners to distribute products and services through our platform, including loans, insurance, foreign exchange, bill payments and e-commerce, among others. The figure below illustrates the evolution of our product portfolio and includes logos of some of our partners that are integrated into our app, in order to offer their products and services to our consumers. Evolution of our Open Platform ● Two-Sided Ecosystem. At its core, PicPay is a two-sided ecosystem creating a bridge between both consumers and businesses. Our platform enables consumers to make payments, investments, and leverage a broad array of essential financial services all in a single app. At the same time, we also enable payment acceptance, as well as other essential financial and non-financial solutions for businesses, such as a complete digital account and prepayment of receivables. This flexibility, combined with our user-friendly interface transforms the way consumers interact with financial services. Whether it is a consumer looking for streamlined payment alternatives or a business eager to tap into new revenue streams, our two-sided ecosystem propels growth and financial possibilities for all, due principally to the following factors: o Consumers can access a wide range of products and services, including day-to-day payments, financial services, such as cards, loans, insurance, and investments, as well as other services including gift cards, cell phone recharge credits (top-ups), online shopping and others. o Businesses can receive payments through various modalities (QR Code, Pix, payment link, POS terminals and PicPay e-wallet), access financial services (such as prepayment of receivables, loans, prepaid and credit cards), have access to a complete digital account for day-to-day payments, offer their products and services on the PicPay Shop, and advertise their products and services within our app. o Financial and non-financial institutions can connect to our open platform to distribute their products and services, such as credit, insurance, and investment products, benefiting from a large amount of data that we have collected to provide more relevant and customized offerings targeted at individual consumers’ needs. 69 ● Open Finance. Open Finance is one of our core strategic pillars, enabling us to simplify financial management and improve engagement for our consumers and businesses. In 2021, we acquired Guiabolso, a forerunner of Open Banking in Brazil, which provided a complete platform that facilitated and improved consumers’ financial management by organizing their budgets, coordinating payment schedules, categorizing expenses, and offering financial products. After our integration of Guiabolso in 2022, we have been leveraging Open Finance initiatives within all the business units of our ecosystem to improve our product offering across our digital wallet, financial marketplace, investments, services for consumers and financial and non-financial solutions for businesses. Through the consents received, we collect valuable data from consumers including account information, credit card information and financial services contracted with other financial institutions (such as loans), which allows us to provide more financial and non-financial options at competitive rates and send personalized product and service offers. Since we adopted phase 2 of Open Finance in October 2022, we have received approximately 15.6 million active consents from consumers, meaning consumers who opted in to share their financial information from other institutions with PicPay as of December 31, 2025. According to December 31, 2025 data from Openfinance.org, we are the third largest player in terms of market share of active consents received (14.9%), 11.9 percentage points behind Nubank (26.8%) and 3.9 percentage points behind Mercado Pago (18.8%). On the other hand, we are ahead of Santander (8.3%), Bradesco (8.3%), Caixa Econômica (8.1%), Banco do Brasil (7.7%) and Itaú (7.1%) in terms of active consents. In the first half of 2023, we launched our account aggregator product, which enables consumers to integrate and consolidate all of their bank accounts from other financial institutions through Open Finance, on the PicPay app. In February 2023, we received a license from the Brazilian Central Bank to operate as a payment initiator institution, enabling consumers to transfer their money from other financial and payment institutions to PicPay without leaving our app. Since we obtained this license, we have seen an increase in the number of consents received to authorize payments in our ecosystem through our account aggregator. We are one of the leaders in payment initiation, with a cumulative volume of more than 3.5 million API requests from April 2023 to September 2025, when we activated payment initiation in our account aggregator, based on information provided by Open Finance.org. API requests allow consumers to connect apps to the platform, which then initiates payments directly from their bank account to another bank account, which occurs through the transmission of account information to the API, which then initiates payment on the consumer’s behalf. This allows consumers to complete transactions in the PicPay app including paying bills and making payments via instant payments without having to exit the app. According to our internal estimates and data, when we compare the usage of our consumers who use our account aggregator product and our other consumers, there is an increase in both frequency and volume of usage of the app, in terms of number of transactions and total payment volume (TPV). Most of these consumers access our app more than 10 times a month and transact on a monthly basis. Open Finance and the potential products and services we may be able to offer are a potentially significant avenue of growth and a key driver of our strategic decisions. ● Social Network. Connecting people has been a part of our DNA since our inception, when we launched our P2P payments platform. Since our inception, we have added other social features to our platform, including profiles, direct messaging (including voice messages) and payments (P2P, P2M and bill split) straight from the direct messaging feature. Our social platform is fully integrated with our financial and non-financial services offerings. By analyzing our consumers’ financial behavior and combining this data with their social interactions, we believe we can offer personalized financial recommendations and targeted promotions, enhancing user engagement and satisfaction, increasing our ability to cross-sell additional products and diversifying our revenue streams. Some examples of the integration between our social platform and services offerings are: o our consumer support function, which is one of our primary interfaces for client interactions and which also leverages Artificial Intelligence, or “AI,” to solve issues and demands; o cross-selling of products and services into the ecosystem, such as offering extended warranty insurance or a BNPL checkout to a consumer buying a TV on the PicPay Shop, product promotion, such as discounts offered by partners like Amazon at the PicPay Shop or our new Black PicPay credit card; o connection through our two-sided platform by enabling a real time interaction between consumers and online and in-store businesses; o online or in-store businesses using the direct message to promote its catalog of products and sell directly through the messaging platform; and o daily marketing and investment content for our PicPay Invest consumers. 70 Our Products and Solutions Consumer Ecosystem Consumer Banking Wallet and Banking Our wallet and banking business is our most mature offering and the foundation of our growth strategy, designed to enable consumers to perform all kinds of day-to-day payments in an easy, frictionless and convenient way. The main use case we offer in our digital wallet, are P2P transactions between PicPay accounts, Pix (instant transfers to and from any bank or payment account), bill payments, enabling consumers to pay any bill (utilities, taxes, bank slips, consumer bills, vehicles fines, among others) through our bill payment hub, helping them to concentrate all their payments in one single experience and P2M, enabling PicPay consumers to pay affiliated businesses through a single QR Code (in-store or online) or using our e-wallet for online purchases. We provide several transaction methods and sources of funding for consumers to transact when, where and how they want, as highlighted below: 71 Consumers can add funds to the balance of their accounts in different ways, such as through electronic funds transfers from their accounts held with other financial institutions (wire transfers), including via the Brazilian Central Bank’s instant payment system, Pix, via boleto (bank slip), by receiving funds via P2P payments, payroll portability, contracting loans or pulling funds from other banks in app through Open Finance (with PicPay operating as a payment initiator). Our open platform approach also enables consumers to register on file any credit card to fund their payments transactions, such as electronic transfers and payments (P2P, Pix, P2M, bills and the purchase of digital goods, among others) including using the payment in installment function. The chart below illustrates our wallet and banking platform, providing details on various products: Instant Payments (P2P and Pix) We started our journey 13 years ago, being the pioneer in offering P2P transactions between PicPay accounts only. Transactions were done through the app instantaneously, 24 hours a day, seven days a week, at no cost. Over time, we enabled consumers to register credit cards on file to finance P2P transactions in multiple installments, helping PicPay to monetize such transactions. Because P2P transactions have been our primary offering and value proposition since the beginning of our operations, we believe we were prepared to capture the benefits of Pix when it was launched by the Brazilian Central Bank. The interoperability with institutions in the Brazilian financial system offered by Pix allowed us to significantly expand our services, complementing our previously closed loop P2P payments ecosystem. The below illustration shows our Pix Finance user experience: 72 One of the advantages of the Pix Finance is that businesses can offer higher discounts for consumers who pay for goods and services through Pix, as payments are received instantly and at no cost. At the same time, consumers can fund Pix purchases through any credit card on the PicPay app and pay after 30 days (in accordance with the settlement period for credit cards) while receiving the merchant-funded discount, which can range from 5% to 20%. This is still net positive for the consumer even when taking into account the take rate charged by PicPay for the transaction. Pix Credit for P2M transactions (online and in-store) reached 38% of total Pix credit volume for the year ended December 31, 2025. We also offer Pix Credit using personal loans (our BNPL solution) as a source of funding. Pix and its potential products and use cases, for both consumers and businesses, are also core to our strategy. Instant payments were part of our foundation and are on our DNA. For the year ended December 2025, we had approximately 11% of Pix coverage in terms of number of transactions. Payment Assistant Hub With the purpose of helping our consumers better manage their financial lives, we launched a payment assistant hub (Assistente de Pagamentos), which is a unique open platform that consolidates and simplifies consumers’ day-to-day payments in a single app. Our consumers can consolidate their bills (from utilities to taxes) from any issuer in one single hub. They can also look up their vehicle debts, such as traffic tickets and IPVA (Tax on Property of Motor Vehicles) and set up a direct debit for their bills. This hub offers both social and transactional features, such as upcoming bills and due date reminders via PicPay’s direct message or WhatsApp. Our consumers can pay their bills with their deposits or with a credit card in up to 12 installments. The figures below illustrates our consumer journey on our payment assistant hub: 73 Premium Account Our Premium Account (PicPay MAIS), is a monthly subscription service that offers multiple benefits for consumers with special financial offers, such as CDBs with higher remuneration, wider range of credit cards (black and platinum) with higher limits and rewards, unlimited withdrawals, and savings on non-financial services, such as entertainment and streaming. This service also contemplates an account manager that provides personal support to these consumers when needed. PicPay Epic In 2025 we launched PicPay Epic, which is a premium account designed to serve the distinct needs of our high-income consumers through a comprehensive suite of elevated financial and lifestyle benefits. This solution includes the Mastercard Black Epic credit card, enhanced with differentiated cashback on domestic and international purchases, automatically allocated to our piggy banks. Consumers gain access to exclusive travel privileges, including VIP lounge services, alongside a range of lifestyle advantages, such as complimentary Amazon Prime membership, toll and parking solutions, and residential assistance. PicPay Epic also provides advanced security features, dedicated investment tools, and priority customer support through specialized service channels. By integrating these benefits into a single, high-value proposition, PicPay Epic strengthens our engagement with affluent consumers and supports our strategy of deepening relationships with a segment characterized by strong growth potential and significant lifetime value. 74 Buy Now Pay Later (BNPL) Our Buy Now Pay Later product is provided by our third-party partners to recurring consumers with pre-approved credit offers, with us not assuming any credit or underwriting risk, focusing on smaller ticket items and lower installments. This product gives an additional credit limit to our consumers on the top of their already existing credit card limit. Initial use cases are for Pix payments, bill payments, and P2P payments, with further integration as a payment checkout method for online merchants. The screenshot below exemplifies how consumers can choose the Buy Now Pay Later solution (PicPay Parcela) as a payment method when checking out a transaction in our digital wallet: Underage Account In 2024, we launched our underage account for individuals under eighteen years old, as part of our commitment to further include the Brazilian population in the financial system. Our mission is to minimize complexity and enable financial control and independence for millions of people from their early years. With the consent of their legal guardians, who must have an account registered on PicPay, children and teenagers may have access to a wide range of products and features within our ecosystem. Young individuals can carry out day-to-day payment transactions, whether through instant payments, such as Pix or P2P transactions, or through a prepaid card registered on file, for instance, to pay for a snack at the school cafeteria or saving money in their piggy banks for their high school graduation trip, or even to purchase their first car after getting their driver’s license. 75 Below we present some screenshots that exemplify the user-friendly interface we have designed to make it easy for young individuals to identify with and use our app on a daily basis, safely and without complications. This helps make such young individuals’ first encounter with finance more approachable and enjoyable: Global Account In 2025, we launched our global account, which is a multi-currency financial solution that empowers consumers to manage, convert, and spend funds in major currencies, specifically U.S. dollars and euros, directly within the PicPay app. Through an instant conversion feature, consumers can convert Brazilian reais into foreign currencies with reduced and transparent exchange costs. The global account also includes an international debit card that draws from the respective currency balance, enabling seamless spending abroad or in a global e-commerce. Consumers can also withdraw cash via ATMs while traveling, subject to applicable fees. This offering is made possible by a strategic partnership with AstroPay and provides an integrated, consumer-friendly way to access global financial services without the need to open a foreign bank account. 76 We also offer the following financial products: personal loan, FGTS loan, auto-secured loan, public and private payroll loan, PicPay cards (credit, prepaid and secured cards), investments, and insurance (digital wallet, mobile, life insurance, health assistance, personal loan and BNPL insurance, public and private payroll loan insurance, public payroll loan (available margin insurance), income loss insurance (FGTS), income loss insurance (credit card invoice), property insurance, home assistance, auto repairs assistance, and car insurance deductible coverage). We distribute products and services from third-party partners, without assuming any credit or underwriting risk, and distribute our own financial products, including our PicPay credit card and personal loans, which enhances our consumers’ experience and increases our consumers’ engagement and through which we assume credit risk. Through September 2023, all loans we originated for our consumers were “off-balance,” and financed by other partners connected to our platform (i.e., we acted as an agent for other financial services providers). For the distribution of loans from third-party partners in our financial marketplace, we receive an origination fee plus a success fee for each monthly payment. From October 2023, we also began to originate personal loans “on-balance” for selected consumers who meet our credit criteria, capturing interest income from our proprietary credit origination. Until December 2023, Banco Original was the issuing bank of our PicPay Card and responsible for establishing all credit card limits. For transactions made with our PicPay Card, we received a certain percentage of the interchange fee that Banco Original, as issuing bank, received from merchant acquirers as a result of an agreement with Banco Original. However, from January 2024, PicPay became the sole issuer of its credit card, establishing credit card limits and capturing the full interchange and interest income from this product. Our strategy to originate and underwrite credit “on-balance” is focused on: (1) selected products that are core for engagement and essential for building consumer loyalty, such as PicPay Card and personal loans; and (2) collateralized products such as payroll and FGTS loans, which were fully originated “off-balance” until September 30, 2023. Our multi-funding model allows us to increase monetization because we do not rely only on our partners to originate credit, taking advantage of our rich consumer database that we collect through transactions within our ecosystem and from Open Finance consents given by our consumers to offer credit to those consumers who meet our credit criteria. We benefit from an artificial intelligence-driven model and significant use of machine learning to provide offerings with a personalized approach targeted to our consumers’ needs. Given our large quarterly active consumer base, we have been able to develop a credit activity database based on the daily payment history of our consumers. We also generate consumer credit scores based on a proprietary algorithm. 77 With respect to our unsecured credit products, such as PicPay credit cards and personal loans, we have adopted a strategy based on consumer behavioral data captured by our credit models to determine how we will proceed when granting new loans or expanding credit card limits to our consumers. We divide our unsecured credit origination strategy in two main groups. The first group takes into consideration higher quality credit information that we can capture through the analysis of consumer behavior based on transactional information gathered from our wallet and Open Finance. For these selected consumers, we are willing to accelerate the offering of credit products given their lower risk of default. With respect to the second group, which comprises consumers with limited available behavioral data, we adopt a much more conservative approach, focusing on small Progressive Limits, which can increase as the consumer makes timely payments and increases engagement with PicPay. In February 2023, we acquired BX Blue, a Brazilian fintech specialized in offering payroll loans to public sector employees through its fully digital financial marketplace. Through this acquisition, we aim to broaden our financial ecosystem by expanding the financial products we offer to our consumer base, with additional exposure to collateralized products. PicPay Card As we evolved our strategy from a wallet and banking business to a broader platform, we realized that issuing our own cards would be important for consumer engagement as well as for driving consumer loyalty, growth and profitability in our ecosystem. We launched our PicPay Cards (for both credit and prepaid cards) in late 2020, relying on Banco Original to fund our consumers’ credit limits. Over time, we realized that this was a critical product, given that cards are intrinsic to our consumers’ financial experience and the most important product consumers use in interacting with their primary financial institutions, meaning it was critical to efficiently manage the relationship between our consumers and our funding partner/collectors. Hence, in conjunction with the full transfer of Banco Original’s retail segment operations into our business, we decided to fully internalize our PicPay credit card operations, including origination, underwriting, collection and consumer support. PicPay credit card portfolio was subsequently transferred from Banco Original to us in January 2024. For more information, see “—A. History and Development of the Company—Recent Acquisitions and Corporate Transactions” and “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Acquisitions and New Lines of Business and Other Developments.” We anticipate increasing the distribution of our secured cards, which are backed by investments in PicPay CDBs as collateral, as well as unsecured cards that we will offer initially to the most mature, engaged and quarterly active consumers on our platform, permitting these consumers to have authorized limits that increase as they demonstrate good credit behavior over time. Additionally, we are diversifying our card portfolio, offering PicPay Black and Platinum cards with superior rewards and benefits, and PicPay Cards embedded into Apple, Samsung and Google wallets. Additionally, we are also originating unsecured credit. For credit cards and other unsecured loans in general, we have adopted a strategy based on consumer behavioral data captured by our credit models to determine how we will proceed when granting new loans or expanding credit card limits to them. We divide our unsecured credit origination strategy in two main groups. The first one takes into consideration higher quality credit information that we can capture through the analysis of consumer behavior based on transaction information gathered from our wallet and Open Finance. For these selected consumers we are willing to accelerate the offering of credit products given their lower risk of default. For the second group, which considers consumers with limited available behavioral data, we adopted a much more conservative approach by focusing on small Progressive Limits, which can increase as the consumer pays on time and increases engagement with PicPay. 78 We intend to continue to operate an open platform that allows consumers to use cards they obtained from other issuers in our app while we increase the use of PicPay Cards in our own ecosystem. For the year ended December 31, 2025, PicPay Cards represented 34% of the total TPV from credit cards within our entire ecosystem, which refers to our own credit cards sourcing in-app transactions like P2P, Pix, bill payments and purchases at the PicPay shop. For the year ended December 31, 2024, PicPay Cards represented 19% of the total TPV from credit cards within our entire ecosystem. As illustrated in the graphic below, PicPay Cards, including credit and prepaid cards (with respect to both online and offline usage), are fundamental to driving increased engagement, growth and profitability in our ecosystem, the increased use of our digital wallet, transactions with affiliated sellers or on the PicPay Shop and the purchase of insurance and subscription services available on our app. In addition, we anticipate that our own cards will be used outside the PicPay ecosystem, allowing them to be used to make in-store purchases from third party sellers at any POS terminal or on any online store. In the second half of 2023, we launched our Black and Platinum cards, offering more benefits and rewards to our consumers, such as cashback, access to VIP Lounges, global emergency assistance, concierge services, among others. Moreover, our primary cardholders can request additional cards for their spouse, children or parents, driving to higher activation and customers with additional cards spend on average 20% more than cardholders without additional cards. The additional cardholder is able to benefit from all the benefits of the primary cardholder account without any liability, which remains the responsibility of the primary cardholder. 79 In September 2023, our cards began to be accepted in wallets such as Apple and Google Pay, expanding our PicPay Card acceptance both online and offline. In 2023, we also launched our secured card, with credit limit backed by investments in Piggy Bank (Cofrinho). The credit card limit is managed by the consumers and the more the consumer has invested in their piggy bank, the higher the credit card limit is. This product is largely risk-free from our perspective and boosts deposits in our ecosystem. In 2024, we started issuing unsecured credit cards for our prime cohorts (i.e. the cohorts that we believe are performing well), starting with a small limit approach that can gradually and steadily increase as the consumer pays their credit card bill. Loans We started offering personal loans in our app beginning in 2021, and, in the second half of 2022, began to offer FGTS loans. Through our app, consumers can drawdown in advance up to 10 installments of their FGTS and, after validation, the amount is deposited into their PicPay account in approximately 2 minutes. 80 In February 2023, we acquired BX Blue, a digital marketplace focused on public payroll loans, positioning us in a new business of collateralized products and helping to further diversify our credit portfolio. Consumers can request a loan through the app in a quick and easy experience. They can also compare credit offerings from different financial institutions and choose which one delivers the best condition in terms of interest rates and maturity. The figures below illustrate how consumers can apply for a public payroll loan through our app: Until 2022, the private sector lacked a comprehensive regulatory framework to support payroll-deductible credit. Challenges included the absence of standardized infrastructure to process salary deductions, legal uncertainties regarding enforceability, and the inability to use FGTS balances or other employment-related entitlements as collateral or payment guarantees. To address these limitations and foster broader financial inclusion, the Brazilian government and financial regulators enacted a series of legislative and normative changes that collectively established the legal and operational foundations for private-sector payroll-deductible lending, including mechanisms to secure loans using FGTS assets. In this scenario, we started offering private payroll secured loans. The figures below illustrate how consumers can apply for a private payroll loan through our app: 81 As we continue to diversify our credit offering, we launched an auto-secured loan, which is a personal loan that uses the consumer’s car as a collateral. Consumers can apply for a loan for up to 90% of the value of their vehicle and receive the amount in their PicPay wallets, amortizing the debt in up to 60 installments. Insurance We distribute insurance products from third-party partners in our platform, which include digital wallet insurance with additional protection for PicPay Card and Pix transactions, mobile protection, life insurance, health assistance, personal loan and BNPL insurance, public and private payroll loan insurance, public payroll loan (available margin insurance), income loss insurance (FGTS), income loss insurance (credit card invoice), property insurance, home assistance, auto repairs assistance, and car insurance deductible coverage. As of December 31, 2025, we had 9 million active insurance policies, compared to 5.1 million and 1.5 million as of December 31, 2024 and 2023, respectively. Data has a significant role in personalizing the insurance products offered as it helps us to design our solutions, adjusting coverage towards consumers’ reality. For instance, our Pix insurance coverage limit, which is an additional protection included in the digital wallet insurance, is based on the average value of transactions that the consumer makes with their deposit. In this way, we deliver a product that meets the needs of consumers at affordable prices. The insurance acquisition and monitoring are conducted directly through PicPay’s app. Consumers can access their coverage, ask questions, and participate in monthly giveaways offered by the insurer. The screenshots below present some of the insurance products in our app: 82 On September 19, 2025, we entered into an equity purchase agreement for the acquisition of Kovr, which is a full-service digital insurance company that develops and distributes a wide range of insurance products at scale, including life, personal accident, D&O and E&O insurance, surety, affinity, and travel insurance, among others. Kovr’s capitalization business offers financial products that allow customers to save while making philanthropic donations and competing for cash prizes, whereas its pension fund business focuses on financial assistance and long-term saving solutions. As of the date of this annual report, the acquisition is subject to approval by CADE and SUSEP. Kovr has innovation, customization and commercial approach in its DNA, with differentiated go-to-market results in win-win partnerships with reference channels. The company has a high capacity and fit to reach each distribution channel (bancassurance, affinity, and brokers), customize and launch products, supported by the capacity of internal processes and embedded technology. Kovr acquisition unlocks several new opportunities for PicPay, such as: ● Product development: faster ability to create and launch from scratch digital insurance products in the market; ● Increasing economics: access to additional insurer margin over written premium sold through PicPay’s channels with Kovr, as well as the migration of all other products from current insurers partners; ● Additional revenue streams: growing our insurance footprint by utilizing Kovr’s broader partner network, which currently drives most of Kovr’s overall revenue; ● Seasoned executive team: proven track record of Kovr’s executives that will remain operating the business on an independent structure. 83 Currently, we distribute digital wallet protection, mobile protection, auto repairs assistance, car insurance deductible coverage, home assistance, and property insurance services from Kovr in our app. This acquisition is in line with our strategy of expanding our portfolio of products and services to meet the daily needs of our consumers. The completion of this transaction is conditioned on the approval of CADE and SUSEP. For more information, see “—A. History and Development of the Company—Recent Acquisitions and Corporate Transactions.” Investments Our investment platform is an important pillar for engaging high-income clients with products that build relationships and serve as a strategic funding source for our credit portfolio. We intend to abstract complexity around investments into simplicity. With the launch of our Investment Aggregator, powered by Open Finance, clients can consolidate and monitor investments held across different financial institutions in a single, integrated view, supporting better financial decision-making and deeper engagement with our ecosystem. Additionally, we can personalize offers using Open Finance data, identifying higher-return opportunities with comparable risk. Our investment portfolio includes PicPay and third-party CDBs, private credit, retirement funds, crypto, LCI (Real Estate Credit Bills) and LCA (Agribusiness Letters of Credit), funds, government bonds and equities. 84 We offer a variety of CDBs with different maturity terms and interest rates, ranging from daily liquidity when invested in our Piggy Bank (Cofrinho), which yields 102% over CDI, to 3, 6, 12, 18, 24 or 36 months, yielding 103%, 104%, 105%, 106%, 107% and 108% over CDI, respectively. The amount invested in the Piggy Bank can be redeemed at any time, without losing the amount earned. Our Piggy Bank also serves as collateral for other products, such as the PicPay secured card, allowing for more financial options for our consumers. Since its inception, approximately 10.5 million piggy banks have been created, totaling R$9.5 billion in deposits held by consumers as of December 31, 2025. We believe that our consumers trust our piggy banks to help them achieve their ambitions and financial goals and that each piggy bank represents an opportunity to turn aspirations into reality. Our consumers can also lend their extra money to corporations with attractive yields and low risk of default through our P2B lending product. Consumers can buy loan quotas and receive interest-bearing installments. Businesses Ecosystem Acquiring & Banking We enable businesses to reach and acquire more consumers and deepen engagement with them by leveraging PicPay’s large consumer base and high consumer engagement and providing unique consumer insights. We offer digital and physical payment solutions to businesses, allowing them to facilitate checkout and payment processes on their websites or in-store. There are five primary ways that businesses can receive payments from consumers with PicPay, including (i) QR Code for offline transactions, through which consumers can scan a physical QR Code or a QR Code directly from the merchant’s PicPay digital wallet, (ii) in-app, via P2M, Pix or a payment link, (iii) e-commerce, with our payment checkout directly integrated with the consumers PicPay wallet, (iv) our own POS terminal, and (v) Tap on Phone. 85 One of the main advantages of PicPay Business is our unique user experience for SMBs through integrated journeys, as shown in some examples below: Our go-to-market strategy is guided by an approach that combines competitive pricing, scalable growth, and diversified monetization. Through an efficient and integrated model, we aim to attract a growing number of customers, increase transaction volume, and strengthen our market presence. ● Competitive Pricing: We offer fee waivers, piggy bank, and the lowest MDR rates in the market, reinforcing our value proposition and expanding our customer base. ● Scale and Growth: The increase in our clients, deposits, and transactions is driven by an accessible, highly efficient digital ecosystem. ● Monetization: With a solid and engaged customer base, we expand our revenue streams through financial products such as credit, investments, insurance, salary advances, and floating. The PicPay ecosystem is a fast track to our business growth, leveraging the consumer platform to accelerate the launch of SMB banking products. Furthermore, we can leverage the more than nine million business owners who already have individual PicPay accounts as of July 31, 2025, to encourage them to open a business account, benefiting from lower customer acquisition costs as they already exist in our consumer platform. We benefit from a consumer platform that generates operational leverage, characterized by low cost to serve, competitive customer acquisition costs and access to more efficient funding sources, enabling us to scale our business ecosystem and operate more efficiently. 86 Our acquiring business is a strategic tool, essential to attract new customers and maintain the growth of our operations. To support our business management and growth, we offer a suite of tools that improve operational efficiency and increase our customer’s engagement. Through strategic partner solutions, we offer technological capabilities that cover the following areas: ● Cash Management: Platforms like MarketUP and Nibo provide greater financial control, automated routine tasks and greater efficiency in managing resources. ● Marketing and Sales: Solutions such as Digisac, RediRedi, and Chatguru expand commercial reach, strengthen customer relationships and improve communication and sales processes. ● Supplier Management: Partnerships with Printi and Electy offer additional services and benefits, such as discounts on utility bills and material procurement, among others. These initiatives contribute to increased customer engagement and improved collection and strategic use of data, supporting decision-making and the continuous development of businesses. Furthermore, new partnerships and functionalities are constantly being developed, reinforcing our commitment to innovation and generating value for businesses. 87 In 2023, we launched our merchant acquiring platform, allowing PicPay to operate as a full stack merchant acquirer in order to capture, process and settle all card transactions done inside the app, eliminating our need to rely on other acquirers and driving more cost efficiencies upfront. Below is an illustration of PicPay as a payment checkout through QR Code and embedded in the Uber app: Businesses can integrate PicPay e-commerce into their online store in a fast and simple way through our partners: Nuvemshop, Vtex, and Magento. We also offer anti-fraud solutions to businesses at no additional cost. In 2024, we officially launched our POS solution in the Brazilian market, which includes Pix payments. In the following year, we included in our portfolio the Smart POS, mPOS (mobile point of sale) and Tap on Phone, enhancing our commercial offerings to increase our users’ engagement. 88 The figure below illustrates our POS terminal: 89 We currently offer a complete digital wallet for businesses, facilitating their day-to-day payments and banking transactions. Below is an illustration of the PicPay app for businesses: Corporate Benefits & Payroll In February 2023, we announced the launch of our corporate benefits product, which consists of an employee flexible benefits card with different categories to spend, including meal, grocery, mobility, and education. Employees can transfer their balances from one category to another as needed and share their benefits wallet balances with other consumers, such as family and friends. 90 We also launched a payroll advance product, allowing employees of companies that contract us to advance their payroll whenever requested by their employees and giving employees the ability to receive their salary before the end of the month, as illustrated in the figure below. Consumers can calculate the amount available to them for payroll advance based on the number of days they have worked and choose to receive the funds either in their PicPay account or on their corporate benefits card. This product can potentially increase cash-in in our ecosystem, accelerating transactions within the app and potentially increasing our revenues. Audiences and Ecosystem Integration Our two-sided ecosystem is one of our main competitive advantages in the market. However, more than just offering financial products and services to consumers and businesses, we must integrate those two universes in an intelligent manner. This intelligent integration enables us to capture a wide range of opportunities in our businesses, monetizing and engaging both our consumer base and merchants. This creates a virtuous and lasting cycle of mutual benefits. The main idea is to leverage our consumer base by offering complementary and monetizable products, such as phone top-ups, digital goods, and gift cards, as well as booking a trip, reserving a table at a restaurant, and purchasing raffle tickets, at PicPay Shop, through which we receive commissions from sales. Regarding solutions for businesses, we have PicPay Ads offering our in-app display solutions and CRM channels, amplifying leads for thousands of businesses through our platform. In addition to the use cases we directly monetize through the aforementioned products, we also have a business line dedicated exclusively to promoting engagement within our ecosystem. Through our affiliate model, we enable our consumers to access a wide range of differentiated cash back offers funded by merchants in our platform. For businesses, we offer a platform that allows brands to deliver digital promotions to millions of consumers through our PicPay network. This includes several benefits for merchants, such as customer acquisition, re-engagement of old customers and promoting increased customer spending. 91 PicPay Shop The PicPay Shop is a marketplace that allows our businesses to offer a wide range of non-financial products and services to our consumer base, including: (i) digital goods, such as in-game credits, cellular phone recharge credits (top-ups), food delivery, ride-hailing, streaming, gift cards and transportation tickets, (ii) online shopping in app or through our affiliate model that directs our consumers to our partners’ websites like Amazon, AliExpress, Shopee, Magazine Luiza, among others, (iii) booking a trip through our PicPay Travel hub, (iv) raffle tickets through our iGaming hub, and (v) booking restaurant reservations, purchasing tickets for movies, concerts, among others, through our PicPay Experience. The PicPay Shop allows sellers and partners to promote campaigns and discounts directly in app and consumers can also receive merchant funded cashback directly in their PicPay digital wallet. The screenshots below illustrate the PicPay Shop open platform: Travel PicPay Travel is our integrated travel hub developed in partnership with CVC Corp, one of Brazil’s largest tourism companies. The platform allows consumers to book flights, hotels, and vacation packages directly through the PicPay app, with benefits such as up to 12 interest-free installments and cashback rewards. PicPay Travel is an engagement driver for our consumers, combining exclusive deals and discounts with attractive payment and financing conditions. 92 By embedding travel services within our platform, we diversify our revenue streams beyond payments and digital banking, enhance consumer engagement and retention through high-value, lifestyle-related transactions, leverage our extensive consumer base and data insights to cross-sell financial products and capture a greater share of wallet, and strengthens our position as muti-service platform, offering convenience and integrated financial experiences. iGaming Our first step in iGaming was a raffle product that attracted over 700,000 consumers in only two months, driving profitable growth and proving how low-cost, high-reward products engage our audience. An important example was the launch of the “Million Key,” a promotion that reinforces our strategy to become more central in our consumers’ financial lives. By encouraging consumers to register their Pix key, perform transactions, and engage with more features, we aim to increase activity, deepen engagement, and gather richer data, paving the way to monetize through a broader range of financial services. 93 Experience PicPay Experience represents a strategic extension of PicPay’s ecosystem, designed to integrate lifestyle, entertainment, and convenience into the financial platform. Through this offering, our consumers can seamlessly book restaurants, purchase event and cinema tickets, and access a range of leisure experiences directly within the app, all while enjoying the efficiency and security of PicPay’s payment infrastructure. By consolidating entertainment and everyday financial services in a single platform, PicPay Experience strengthens our positioning as a comprehensive digital bank, enhancing consumer engagement and providing high-value, integrated experiences beyond traditional payment solutions. Ads In the third quarter of 2023, we launched an Advertising vertical to help companies advertise their brand and product to 42 million quarterly active consumers in our ecosystem. Due to PicPay’s robust first-party data, we are able to successfully segment and target audiences according to their demography, in-app behavior, financial spending and personal interests, among other variables. Our campaigns are delivered through our in-app display solutions and CRM channels (push and email), helping our clients reach a large and yet precise audience in a customized way. This enables us to deliver contextual and relevant advertising to our consumers, generating superior results for our advertisers. Our display solutions include banner ads on the app’s home page, notifications page, direct message page, as well as in the Pix transaction and other receipts. We also provide our advertisers with a comprehensive landing page solution, offering an exclusive space within the app to advertise new product launches and creating branded content to communicate to our users. 94 In 2024, we observed great business traction and interest in our advertising solution due to our contextual inventory and strong segmentation capabilities, which generated higher campaign results when compared to the Ad display industry average. During the past year, we closed direct deals with more than 35 advertisers, such as Google, Amazon, PepsiCo, Mastercard, Avon, Mondelez, L’Oréal and Sony. Also, as a complementary strategy, we have sold more than 1.5 billion impressions over Google’s open auction display network. With increased restrictions on the sharing and using of consumer data, the digital advertising market has been facing changes and Marketing professionals have been pushed to find new ways to create assertive audiences. We believe PicPay Ads is well positioned to address the market need of first party data, due to its knowledge of its customers and its large inventory to deliver its marketing campaigns. With more than 9 million Open Finance consents, we have access to our customers’ data beyond our ecosystem from other financial institutions. Looking forward, we plan to continue to evolve our machine learning and AI capabilities to create sharper segmentation and recommendation models, suggesting even better offers to our consumers. We intend to further incentivize advertiser-funded rewards, such as discounts, incentives, and coupons integrated with consumer wallets. The screenshots below provide examples of the following advertising deliverables in our app: Transaction Loading Page, Receipt Page, Home Screen Pop-up and Push Notifications: Direct Message Connecting people has been a part of our DNA since our inception in 2012. In 2013, we launched our P2P social payments platform. Since then, we have added other social features to our platform, including profiles, video, photo and audio messaging, and payments (P2P, P2M and bill split) directly from the direct messaging feature. 95 Our social platform is fully integrated with our financial and non-financial services offerings, which we believe helps us to gain valuable insights into consumer behavior, enhances our network effect, and increases our ability to cross-sell additional products, improving the performance of our revenue streams. Some examples of the integration between our social platform and services offerings are: (i) consumer support, being one of the main interfaces for client interactions, leveraging AI to solve issues and demands (ii) product and promotion, such as discounts offered by partners like Amazon at the PicPay Shop or our new Black PicPay credit card available; (iii) cross-sell of products and services into the ecosystem, such as offering an extended warranty insurance or a BNPL checkout to a consumer buying a TV on the PicPay Shop; (iv) connect our two-sided platform, like enabling a real time interaction between consumers and online and in-store businesses; (v) online or in-store businesses using the direct message to promote its catalog of products and sell directly through the messaging platform and (vi) daily market and investment content for our PicPay Invest consumers. Below are some illustrations of global financial market news and product offerings via PicPay’s direct message feature: In 2023, we launched an account aggregator, a banking integration product that fully integrates consumers’ banking accounts via Open Finance. Consumers can pull funds from any other institution already connected to Open Finance within our app, allowing for greater flexibility. This product emphasizes a transactional user experience, with features such as cash-in, Pix, bill payments and investments available for consumers. When we compare the use of Open Finance between those consumers who have the account aggregator product and other consumers, there is an increase in the use and frequency of the app, in total payment volume (TPV) and in transactions. Most of those consumers access our app more than 10 times a month and transact on a monthly basis. Open Finance and its potential products and services are a significant avenue of growth and focus of our strategic decisions. Below is an illustration of how our account aggregator works: 96 Via Open Finance, we collect valuable data from consumers in compliance with applicable data protection laws such as (i) personal identification, improving KYC and onboarding process and helping to reduce account frauds; (ii) qualification, which includes consumer registration data, including professional information and relationship with the financial institution; (iii) financial services contracted with other financial institutions such as loans, enabling us to provide more financial and non-financial options at competitive rates; (iv) account information, data from deposits such as limits, transactions and savings; and (v) credit card information, transactional credit card data such as limits, transactions and invoices. Open Finance is a relevant strategic pillar to increase our consumers’ principality as our consumers that have opted-in receive personalized shopping offers according to their spending behavior, have a higher likelihood of increasing their credit card limit, receive personalized and attractive offers for financial services such as loans, insurance, and investments, manage their financial life in a simple and easy way with our personal finance management feature, and pull funds from any other institution already connected to Open Finance within the app via our account aggregator feature. 97 Open Finance has proven itself to be an important tool to boost our business throughout our ecosystem. It also has been a significant part of our strategy of changing the “one size fits all” approach to a more personalized interaction with consumers. Through this technology, we are able to assertively promote tailored campaigns, offering products and services that really match with consumers’ needs and their financial lives. Since the launch of our license to operate as a payment initiator institution, we have observed an increase in the number of consents received to authorize payments in our ecosystem through our account aggregator. In the chart below, we present our positioning as one of the main leaders in terms of API request volume on an accumulated basis from April 2023, when we activated payment initiation in the account aggregator, to the latest information provided by the Open Finance.org website in December 2025: Payment Initiator Ranking (API request volume) Our Approach to Product Development and Technology Pioneering, evolution, and transformation are in our DNA. Through innovative solutions, we aim to transform people’s lives, combining proprietary platforms built from scratch with select market-recognized technologies to deliver secure, intuitive, and scalable experiences. Our structured technology organization is organized into independent business units aligned with our main business segments. Each unit operates with full autonomy over its products and customer experiences, while a central governance layer ensures strategic alignment, consistent quality standards, and efficient communication across the company. We created the first instant payments solution using QR Codes in Brazil, many years before the launch of Pix, and further evolved it to simplify transfers between individuals without the need for a bank account. We also democratized financial planning and enabled consumers to access their banking data well before the official adoption of Open Finance in Brazil, which is now part of the Central Bank’s regulatory agenda. 98 Our Technology Platforms Our approach is to develop solutions as platforms, enabling self-service with autonomy and governance, promoting reuse, availability, sharing of business capabilities, and automated resources provisioning. Our platforms allow us to accelerate business and innovation and are present in all layers of our structure, including the main features described below. Core Banking Our core banking solution, developed from scratch to meet the needs of our millions of consumers, ensures the integrity, consistency, and traceability of financial transactions. Many types of transactions are processed through this solution, including Pix, which handles more than 20,000 payments every minute in connection with approximately 89 million Pix keys registered on PicPay as of December 31, 2025. Our central engine, built with cutting-edge technology, innovation, scalability and processing power, offers key features such as digital wallets, peer-to-peer payments, account earnings, card management, and payment gateway services. Transactional Orchestrator This platform orchestrates the entire financial transaction flow, integrating other product platforms, ensuring full control of transactions, regulatory requirements, scalability and transactional integrity, all within approximately one second. Wallet Platform Our wallet platform provides unique payments experience between people, with a response time of less than 60 milliseconds, allowing instant and secure payments. Credit Platform Our proprietary credit platform, combined with our algorithms and models, enables real-time analysis of multiple policies, seamlessly integrated online with different data providers, allowing for product offering interactions to consumers by allocating or removing credit limits. Our platform is able to make a decision in up to 3 seconds. Fraud Prevention We employ high-capacity authentication and authorization systems to handle tens of thousands of requests per second. We use proprietary algorithms across multiple layers to detect infected or maliciously behaving devices, and we are constantly improving our prevention models. Additionally, we integrate our platform with leading data providers in Brazil to ensure access to the most up-to-date information. Merchant Acquiring Platform Our platform combines different business capabilities for payment and business acceptance methods, including ecommerce, QR Code, POS, TEF, with the ability to process approximately 85 transactions per second. Our platform is integrated across various industry segments. 99 Real-Time Business Monitoring Platform Our business processes and our consumer communication channels generate 6 billion events every day. We developed an event platform to track and monitor in real time everything that happens in our ecosystem, allowing us to anticipate and adapt to changes in consumer behavior and needs. Machine Learning and Artificial Intelligence Platform Our proprietary platform is capable of processing different types of machine learning models at high scale. Our algorithms allow rapid retraining and inference for continuous improvement of our products, as well as an autonomous approach for product teams in recommendation, credit risk, anti-fraud, in addition to the intensive use of generative AI in consumer service. As of April 2024, we had more than 180 proprietary machine learning models running. All of our automated customer support services are carried out with generative artificial intelligence (Gen.AI), which uses the GPT-5 model through the Azure OpenAI API, which is incorporated into our direct message user service flow. Our Gen.AI Assistant is responsible for being the first point of contact for our customers who want to ask a question, make a request, or file a complaint with us, and it is responsible for solving our customers’ main queries in an assertive and personalized way. All questions are processed and enriched with customer behavioral information, such as transactions attempts, the type of card owned by our consumers (such as Black, Platinum, etc.), among others, but no information about the customer’s identity is provided. We created an engine that uses Azure OpenAI functions to understand the question, create context, and generate an assertive answer. The context is created by identifying the type of information that is required for the answer (i.e. if the question is regarding credit cards, we check what type of credit card that customer has; if the question is about Pix, we look for information on the customer’s last transaction attempts) and by internal directives to adapt the format of our response. Additionally, we apply filters to avoid meaningless responses and, in certain cases, the question can be directed directly to an attendant. Our customers’ behavioral data is sent over a private and secure network and no PicPay customer data is used to train or retrain our Gen.AI Assistant model, but only to create contexts. Our data lake grows by approximately 37 terabytes, or “TB,” monthly. This growth corresponds to 2.6 petabytes, or “PB,” of data being processed every month, which is possible because we collect behavioral and transactional data from our consumers and products in an intelligent and efficient way. Currently, the volume of data stored in our data lake is approximately 5PB. Highly scalable and low-cost platform Our platform architecture allows us to scale and manage our business in an efficient and low-cost manner as we evolve and expand our ecosystem. Our Technology Architecture Our architecture is entirely cloud-based. Since our creation, we have been using cloud computing service platforms since 2012, being one of the first AWS consumers in Brazil. We rely on services provided by vendors for the operation of our app and for maintaining our systems’ availability, cyber security, and data integrity. In particular, we rely heavily on Amazon Web Services, or “AWS,” to provide cloud computing, storage, processing and other related services. Any disruption of or interference with our use of such services could negatively affect our operations and seriously harm our business. We also rely on other vendors, such as MongoDB, Dynatrace, New Relic, Splunk, Databricks, Cloudflare, CrowdStrike, among others. None of these vendors are owned or controlled by our ultimate controlling shareholders, officers, directors or their affiliates. 100 Our unique technology processes over 9 million user requests and inputs per minute and more than 10 million payment transactions per day. We use microservices architecture, with small independent services performing specific functions, with autonomy and elasticity, allowing our business to scale according to demand, without wasting resources. Our architecture allows features to be created through the combination of existing services, making it possible to launch a new product within 30 days. We carry out more than 3,000 deployments per month, including the launch of new products and features. There are more than 1,000 microservices powering our account management capabilities, credit offering, payment processing, financial planning, investments, insurance and several other features. Our Technology Stack We believe in the power of Open Source technology. Our stack is mostly composed of open, modern, and community-driven technologies, allowing flexibility for customization, with reduced costs and greater security due to public code review. Open Source is a code designed to be openly accessed by the public, so everyone can see it, modify it, and distribute it according to their needs. The combination of our architecture, highly skilled engineering teams, proprietary platforms, and installed capabilities enables us to operate with low cost-to-serve and strong operational leverage as our business expands. 101 Our Engineers We have a highly capable software engineering team, which values excellence in quality, following industry best practices, and proficient in advanced and innovative technologies and methodologies. Our professionals contribute to our Open-Source projects, supporting the software community worldwide. When we look at the main benchmark for performance assessment in software delivery, the DORA metrics, we are approximately 2,500 engineers, working in approximately 250 squads, positioned at the highest classification level, conducting 85 deployments daily, with a lead time for changes below 2 days. Our Consumer Service and Support PicPay aims to be an intuitive and seamless multi-product platform for our consumers and whenever support is needed, we strive for a quality and resolution-focused experience. We seek individuals for our consumer service who are well-informed and passionate about serving. We have developed technology tools to enable our consumer service agents in order to provide clear and transparent solutions. Our consumer service tools are built with a primary focus on our consumers and agents’ user experience. Our ecosystem is a constant source of feedback and innovation, based on clear service principles and our PicPay Lovers, a specialized team dedicated to excellence in service, who share a deep affinity with our brand,as described below. Key Pillars of our Consumer Service The PicPay Way Our consumer service approach is based on eight principles consistent with our values and culture. Such fundamentals are not just words, but core principles for everyone who has direct contact with our consumers. They have been meticulously designed to enhance our ability to find effective solutions. These principles are: ● Consumer Perspective. For us, what guides us as to whether we are on the right track is our consumer’s perception of our services. To measure this, we use the Net Promoter Score, or “NPS,” methodology in every interaction with our consumers. ● Resolution – Adding a spark on resolution effectiveness. Our top priority is to resolve our consumer’s needs. To achieve this, we rely on tools, processes, and, most importantly, individuals who tirelessly seek solutions for our consumers. ● Ownership. We understand that we always have to find the best solution because if the consumer chose PicPay, the problem will be embraced and resolved by us, no matter where it came from. ● Persistence. We believe the consumer should never be left without options, we should always strive to assist them in every way, from simple guidance to solving problems. ● Consumers are in charge – It is their preference. Currently, we have the main consumer service channels for our consumers – phone, chat, social media, ombudsman, and key consumer service sites. No matter where they reach out to us, we will be ready to serve them and to solve their needs, with a vision of integrated and omnichannel use of our tools. ● Content and form – Experts with a connection. Connection is the link between empathy and technical knowledge. That’s why we invest continuously in training and improving our procedures. We have dedicated teams for building e-learning modules and creating intuitive procedures for our consumer service agents. 102 ● Continuous Progress – Every feedback is a route. We are passionate about embracing the lessons we find in all our interactions with our consumers. We use them as levers for the continuous improvement of our processes and technologies. ● Opportunity – One contact, one opportunity. The sustainability of our business involves recognizing that when consumers reach out to us, it is always a gift for us to evolve and to foster an even stronger connection with PicPay. This can range from providing financial education to guiding on which product from our portfolio will best serve them at that moment in their lives. This mindset permeates throughout the entire consumer service chain, from building simple processes to the technology team, which strives to integrate solutions into our consumer service tools. PicPay Lovers Our PicPay Lovers are true experts who are passionate about consumer service. They serve as the direct link between our principles of humanity and the resolution that consumers seek from their very first contact. They are trained to operate as a united team with a common purpose, where processes and communication intertwine for continuous improvement. Technological Integration Our technology, represented by Herodash, is a robust governance tool that centralizes essential information for the application of our principles, ensuring that when consumers contact us, they receive an immediate diagnosis, reinforcing the autonomy of our front-line team. This experience is effectively integrated with our customer relationship management (CRM) tool (Zendesk Support), providing a comprehensive view of consumer service to support various contact channels, whether led by PicPay Lovers or automated processes. Additionally, we also have the WikiPay platform, where all the processes and training materials that support our PicPay Lovers in addressing our consumers’ needs are stored. Support and Continuous Improvement To maintain and enhance our excellence in consumer service, we rely on a team of professionals specialized in process and quality, with expertise in several methodologies, including lean, agile and design thinking, for the precise identification of root causes and the implementation of effective actions. This leads to a continuous cycle of improvements in both our processes and our teams. Continuous Innovation Our team strives to test, innovate and create disruptive solutions, always aiming for the best consumer service. In the technology context, for example, we believe we are among the first to test and innovate consumer service using GenAI, new channels, and new solutions to accelerate user issue understanding and resolution. While managing people, we always encourage a mindset of improvement and innovation among the teams, seeking to reward PicPay Lovers who go above and beyond, excel in their service, and innovate in processes. New Products and Features with AI Use Cases Since the second half of 2024, we have been delivering new AI-powered experiences that expand convenience, speed, and personalization across our ecosystem. One of our most notable launches is the financial assistant on WhatsApp, which enables customers to make Pix transfers through conversational banking, interpreting text, images, and audio. This capability allows the assistant to recognize Pix keys in varied contexts, such as a price table mentioning “Pix” alongside other information, and instantly trigger a payment. 103 Beyond transactions, the assistant offers expanded features, including proactive bill payment reminders, automatic debit registration via PDF upload, and real-time access to official documents (e.g., vehicle registration records), with direct integration to instant payment flows. These capabilities are designed to embed AI throughout the customer journey, turning everyday interactions into secure, seamless financial experiences. Our architecture ensures that all behavioral and transactional data used for context creation is transferred through a private, secure network. No personally identifiable information is ever used for training or retraining the assistant, which is aligned with our privacy-by-design principles. In parallel, we are advancing into the multi-agent era, orchestrating specialized AI agents within the same experience layer. Leveraging GPT-4.1 via Azure OpenAI Service, our generative AI stack enables rapid deployment of new use cases, scalable to millions of interactions monthly. In 2025, our AI layer processed approximately 61 billion tokens through Azure OpenAI, underpinning our position as an innovator in global financial services. Our Unit Economics Strategic Alliance and Incentive Program Agreements On October 3, 2023, PicPay Bank entered into a Strategic Alliance and Incentives Program Agreement (Contrato de Aliança Estratégica e Programa de Incentivos) with Mastercard Brasil Soluções de Pagamento Ltda., or Mastercard Brazil, with the purpose to issue and increase the Mastercard card portfolio for individuals, as well as the number and financial volume of transactions. Such agreement is effective as of July 1, 2024 and terminates on June 30, 2031. If Mastercard Brazil terminates this agreement without reason, PicPay Bank will not be responsible for returning any amounts received. If PicPay Bank terminates this Agreement without reason, it will be required to reimburse amounts received and pay a fine that is proportional to the term already elapsed under the agreement. On June 20, 2024, PicPay Bank entered into a Strategic Alliance and Incentives Program Agreement (Contrato de Aliança Estratégica e Programa de Incentivos) with Mastercard Brazil with the purpose to issue and increase the Mastercard card portfolio for legal entities, as well as the number and financial volume of transactions. The term of this agreement began on June 20, 2024 and ends on December 31, 2029. If Mastercard Brazil terminates this agreement without reason, PicPay Bank will not be responsible for returning any amounts received. If PicPay Bank terminates this Agreement without reason, it will be required to reimburse amounts received and pay a fine that is proportional to the term already elapsed under the agreement. Total Accounts Total accounts is an important measure to evaluate the growth of our business and our market positioning. As of December 31, 2025, we reached 67.0 million accounts, an increase of 11.2% compared to December 31, 2024. Total Accounts(1) (in millions) Source: (1) Brazilian Central Bank. 104 Clients Quarterly active clients are an important measure of the reach and adoption of our products and are directly correlated to the growth of our business. We reached 42.7 million quarterly active clients as of December 31, 2025, an increase of 9.5% compared to December 31, 2024. As of December 31, 2024, we reached 39.0 million quarterly active clients, an increase of 12.5% compared to December 31, 2023. We define quarterly active clients as any clients that have accessed our app and/or made at least one financial transaction during the quarter and/or generated revenues during the quarter. The chart below sets forth the evolution in our quarterly active clients for the periods presented: Quarterly Active Clients (in millions) Cross-Selling Strategy As we further improve our platform and expand our ecosystem by introducing new products and services, not only do older cohorts accelerate their adoption of new products and services, but new cohorts onboard at more mature levels and adopt new products and services faster. As shown in the chart below, the 2024 and 2025 cohorts adopted more than two products in their first quarter. We measure our cross-selling index by calculating the average number of products transacted in the quarter grouped by annual cohorts. This metric includes all products from the digital wallet, financial services, investments, and services. The chart below sets forth the evolution of our cross-selling index for the period presented: Cross-Selling Index(1) (average number of products transacted in the quarter / user) (1) Weighted average of product use per annual cohort. 105 Consumers with credit products have a higher cross-selling index of close to 5 products per consumer taking into consideration the average from the most mature cohorts. Cross-Selling Index from Credit holders (average number of products transacted in the quarter / user) Transactions by Quarterly Cohort Additionally, we have observed that our cohorts consistently increased the number of transactions they effect monthly through our platform, as shown in the chart below. The average number of transactions per active consumer from the cohort for the first quarter of 2021 to the fourth quarter of 2025 was 37. Number of Transactions per Month by Quarterly Cohort 106 Primary Financial Services Platform Our strategic vision includes a clear commitment to becoming our consumers’ primary financial services platform, and we believe our consumers are increasingly selecting us as their primary financial services provider relationship as they become more comfortable with our solutions and user experience, increasing engagement and usage of our products. We consider ourselves as the primary financial services provider relationship for quarterly active consumers who have: (1) deposited 50% or more of their post-tax monthly income into their PicPay digital wallet; (2) utilized 50% or more of their drawdown credit card limit or loans in the market on our platform; or (3) invested at least three times their post-tax monthly income in any of our investment products. As of December 31, 2025, 35% of our monthly active consumers from the 2022 cohort onwards, on average, used PicPay as their primary financial services platform, an increase of eight percentage points when compared to the corresponding period in the prior year. More consumers are choosing PicPay as their primary financial services platform as a result of our efforts to improve user experience and provide the best-in-class products and services in line with our consumers’ financial needs. We believe that this metric will continue to increase over the next few years. Percentage of Monthly Active Consumers that Use PicPay as Their Primary Financial Services Platform by Monthly Cohort 107 As of December 31, 2025, 43% of our monthly credit holder consumers from the 2022 cohort onwards, on average, used PicPay as their primary financial services platform. Percentage of Monthly Credit Holder Consumers that Use PicPay as Their Primary Financial Services Platform by Monthly Cohort Cash-in Evolution Our digital wallet is our most mature product offering and the foundation of our growth strategy. It was designed to enable consumers to perform several kinds of day-to-day payments in an easy, frictionless and convenient manner. Consumers can add funds to the balance of their accounts in different ways: (1) electronic funds transfers from their accounts held with other financial institutions (wire transfers), including via the Brazilian Central Bank’s instant payment system, Pix; (2) via bank slips (boletos); (3) by receiving funds via P2P payments; (4) payroll portability; (5) contracting loans; or (6) transferring funds from other banks in app through Open Finance (in which case, PicPay serves as a payment initiator). We have experienced a significant increase in monthly cash-in over time, first driven by the introduction of Pix, which created a better experience for digital payments and transfers and significantly reduced the friction of adding funds to the PicPay digital wallet and accelerated as we evolved to a broader financial and non-financial platform, communicating new features and use cases and gradually gaining more consumer confidence. As shown in the chart below, total cash inflow reached R$139.4 billion in the three months ended December 31, 2025, an increase of 27% compared to the three months ended December 31, 2024. Considering the three months ended December 31, 2024, cash inflow totaled R$109.9 billion, an increase of 44% compared to the three months ended December 31, 2023. 108 For the year ended December 31, 2025, cash-in reached R$483.5 billion, an increase of 29% when compared to the previous year. In 2024, cash-in totaled R$374.2 billion, an increase of 57% compared to 2023. We believe this further demonstrates our ability to increase the percentage of quarterly active consumers that use PicPay as their primary financial services platform. Total Cash-in Evolution (R$ billion) Total Payment Volume (TPV) We use total payment volume (TPV) to assess the volume of financial transactions that take place in our ecosystem. TPV is defined as the aggregate amount of payments, outbound transfers (sending money) and cash-out, net of reversals, completed on our platform. For the three months ended December 31, 2025, our total payment volume reached R$157.5 billion, an increase of 28% when compared to the same period of the previous year. For the three months ended December 31, 2024, our total TPV reached R$123.3 billion, an increase of 44% when compared to the three months ended December 31, 2023. For the year ended December 31, 2025, total TPV reached R$550.0 billion, an increase of 31% compared to the year ended December 31, 2024. In 2024, our total TPV reached R$421.0 billion, an increase of 55% compared to 2023. We believe that our total TPV performance was positively impacted by our ability to launch and scale products and services at a fast pace, contributing to the increased engagement of our consumers, as many of them began to use PicPay as their primary financial account. Total TPV Evolution (R$ billion) 109 Quarterly Average Revenue Per Quarterly Active Client, or “Quarterly ARPAC” An important metric to measure the value we generate on a consumer level across all our quarterly active clients is our quarterly ARPAC, which is defined as the total quarterly revenue and financial income divided by the average number of quarterly active clients during the period. The average number of quarterly active clients is defined as the average of the number of quarterly active clients on the end date of the immediately prior three-month period and the number of quarterly active clients on the end date of the current three-month period. For the full year, quarterly ARPAC is the total revenue and financial income in the last twelve months divided by four and then divided by the average number of quarterly active clients during the period. The average number of quarterly active clients is defined as the average of the number of quarterly active clients on the end date of the immediately prior three-month period and the number of quarterly active clients on the end date of the current three-month period. As shown below, our quarterly ARPAC in the last three months ended December 31, 2025 totaled R$71.0 per active client, increasing 166% when compared to the ARPAC achieved in the three months ended December 31, 2023. For the full year of 2025, ARPAC reached R$62.9 per active client, increasing 138% since 2023. Regarding our quarterly ARPAC mix, it has been changing over the past few years as we continue to diversify our portfolio of products and services. In the three months ended December 31, 2023, our quarterly ARPAC consisted mainly of fees, commission and other services and floating. In the three months ended December 31, 2025, there was an increase in revenues from credit products, which represented 52% of the quarterly ARPAC mix, while fees, commission and other services represented 32% of the quarterly ARPAC mix and floating represented 16% of the ARPAC mix. Quarterly ARPAC mix (R$/quarterly active client) 110 We believe that we have a meaningful opportunity to increase our ARPAC given (1) our business diversification, which reflects our ability to launch new products and services beyond digital wallet services, (2) the increase in the pace of adoption of monetizable products by our consumers, (3) the increased pace at which new cohorts onboard and adopt additional products when compared to older cohorts and (4) our offering of credit through selected products, such as PicPay Card and loans, which provide a potential upside to ARPAC through the generation of interest income. Credit is an important avenue for growth for us. As shown below, ARPAC from credit holders is 4.2x higher than ARPAC from non-credit holders considering the average ARPAC for each quarterly cohort from the fourth quarter of 2023 to the fourth quarter of 2025 consumer cohorts. ARPAC from Credit holders versus non-credit holders (R$/quarterly active consumer) In addition, we present below the average margin per consumer considering the comparison between credit holders and non-credit holders. As can be observed, credit holders present an increase of 3.3x when compared to non-credit holders. Average Margin per Consumer from Credit Holders versus Non-credit Holders (R$/quarterly active consumer) (1) Considering the total revenue and financial income from the Consumer Banking segment divided by the average quarterly active consumers in the beginning and end of period. (2) Most mature cohort with principality refer to consumers with more than three years of maturity who meet PicPay’s principality criteria. 111 Credit as the next growth frontier We are constantly expanding our consumer base, sustaining an accelerated growth rate year after year. Between December 2023 and December 2025, there was a 27% increase in the total number of accounts opened at PicPay, consolidating our position as the 7th largest financial institution in Brazil and the second largest digital bank according to the Brazilian Central Bank. In addition to acquiring new accounts, we have achieved remarkable results in consumer activation, as evidenced by our high levels of engagement and product usage. Through the monitoring of our cohorts within the first twelve months of the relationship, we observed notable average indicators: more than three products per consumer (cross-selling) and transactional principality above 30%. These metrics demonstrate the effectiveness of our retention strategies and our ability to deepen consumer relationships. Building on this favorable scenario, we identified a significant opportunity to drive our next growth lever: credit offerings. Currently, our consumers’ share of wallet in credit products contracted with PicPay stands at only 6%. Quarterly Average Cost to Serve (CTS) Per Quarterly Active Client We compare our quarterly average cost to serve (CTS) per quarterly active client to our quarterly ARPAC to assess our consumer economics in a given period. We define the average cost to serve per quarterly active client as the sum of transaction expenses, technology expenses, marketing expenses (excluding customer acquisition expenses), personnel expenses, and administrative expenses divided by the average number of quarterly active clients during the period. The average number of quarterly active clients is defined as the average of the number of quarterly active clients on the end date of the immediately prior three-month period and the number of quarterly active clients on the end date of the current three-month period. 112 Our quarterly average cost to serve was R$20.4 (US$3.7 based on the real/U.S. dollar exchange rate of 5.5024 per US$1.00 as of December 31, 2025) per quarterly active client in the fourth quarter of 2025, an increase of 11% compared to R$18.5 (US$3.3) per quarterly active client in the fourth quarter of 2024. On a monthly basis, i.e. average cost to serve per quarterly active client divided by three, our CTS reached R$6.8 (US$1.2, based on the real/U.S. dollar exchange rate of 5.5024 per US$1.00 as of December 31, 2025) per quarterly active client in December 2025, compared to R$6.1 (US$1.1) per quarterly active client in December 2024. The increase in our CTS is mainly due to higher administrative and personnel expenses during the period. Quarterly Average Cost to Serve (CTS) per Quarterly Active Client (R$ / quarterly active consumer) Our quarterly ARPAC to CTS ratio reached 3.5x in the three months ended December 31, 2025, compared to 2.5x and 1.7x in the three months ended December 31, 2024, and 2023, respectively. As illustrated in the chart below, we have the lowest cost to serve per quarterly active client among digital banks and incumbent banks. Quarterly Average Cost-to-Serve(1) (R$; as of December 31, 2025) Source: Company and publicly available information from other companies. Notes: (1) Quarterly Cost-to-Serve refers to December 31, 2025 total cost to serve divided by the total average active consumer. Cost-to-Serve calculation according to PicPay’s methodology, which includes the sum of transaction expenses, technology expenses, marketing expenses (excluding expenses related to customer acquisition), personnel expenses and administrative expenses. 113 Deposits and Cost of Funding We have experienced a substantial increase in our aggregate deposits over the years. We monitor deposits as they are important sources of funding for our operations. We define deposits as the balance of the payment account and the CDBs, including “piggy banks” (cofrinhos), held by consumers on our platform (comprised of the sum of “user balance – payment accounts” and “user balance – CDB” from third-party funds in our consolidated financial statements). As of December 31, 2025, our aggregate balance totaled R$28.7 billion in deposits, an increase of 44% compared to R$20.0 billion as of December 31, 2024. Cost of funding represents the weighted average interest rate we pay to our clients and investors on total funds raised, expressed as a percentage of the CDI (Brazil’s benchmark overnight rate). This metric consolidates all our funding instruments — including fixed and floating rate daily liquidity products, financial bills (senior and subordinated), and FIDCs (credit rights investment funds, similar to asset-backed securities). For products with time-dependent returns, we estimate the average holding period. As of December 31, 2025, our cost of funding stood at 94% of the CDI. Deposits (R$ billion) Competition We operate across a range of highly competitive and rapidly evolving industries. As a dual-sided financial services platform, we face competition from a variety of participants in Brazil, including financial institutions and payment companies. Our primary competitors for each of our strategic pillars are: ● Consumer Banking: ○ paper-based transactions (principally cash); ○ banks and financial institutions in Brazil that provide traditional payment methods, particularly credit and prepaid cards and electronic bank transfers; 114 ○ international and regional payment processing companies, such as PayPal, MercadoPago from MercadoLibre and PagBank; ○ other technology companies, including digital and mobile apps, that provide P2P, P2B and P2M electronic payment services in Brazil, and companies that offer the Pix instant payment system developed by the Brazilian Central Bank; ○ traditional banks and other financial institutions in Brazil that accept retail deposits, provide credit and prepaid cards, loans and other financial products and services; ○ other technology companies, including digital and mobile apps, that provide financial services in Brazil, such as Nu, Mercado Pago, Inter & Co and PagBank from PagSeguro; and ○ investment platforms and digital players that offer investment products, such as NuInvest, XP and Inter Invest. ● Small & Medium-Sized Businesses: ○ merchant acquirers in Brazil, such as GetNet, Stone, PagBank, Rede, Mercado Pago and Cielo; ○ traditional banks, digital banks and other financial institutions in Brazil that provide credit and other financial solutions for small and medium-sized businesses; and ○ other companies that offer corporate benefits, such as Flash, Caju, Alelo, VR, Ticket and Sodexo. ● Audiences and Ecosystem Integration: ○ providers of digital and physical goods who offer their products through their own digital stores; ○ other technology companies, including digital and mobile apps, that offer third party digital goods to consumers in Brazil, such as Meliuz, Nu and PagBank; ○ travel companies such as Decolar, BeFly, Booking.com, and Hurb; and ○ companies that offer raffles such as Sorte Online and Mega Loterias. For information on risks relating to increased competition in our industry, see “Risk Factors—Risks Relating to Our Business and Industry—We operate across a range of highly competitive and rapidly evolving industries, and any inability to compete successfully would materially and adversely affect our business, results of operations, financial condition, and future prospects.” J&F Institute We are deeply committed to being a good corporate citizen and striving to give back to our society and community. Based on the strong integration between Company, School, Family, and Community, PicPay has a partnership with the J&F Institute, a Business Education Center, which exists to support educational companies committed to training young professionals capable of working in technology and becoming future leaders of these companies. 115 The institute aims to inspire, guide, and implement this proposal that combines the culture of learning and working in the country, betting on people’s growth as the driving force for the evolution of companies. The focus is to make education as the main strategy in the business progress and longevity. Verticalizing education through two major areas of activity, the J&F Institute offers high-quality education completely free of charge - designed and provided for young individuals who, in addition to cognitive and emotional intelligence, also possess the will to make things happen, identify with the values of PicPay’s culture, and embody each one of them in their actions. Furthermore, it also provides educational solutions for partnerships with public schools through training of teachers and managers, discretionary financial support, and a gamified platform for students. Currently, there are two primary initiatives within J&F Institute – Germinare Tech and Germinare Business. 116 Germinare Tech As an initiative of J&F Institute’s basic education branch, Germinare Tech is a vocational high school program with a mission to excel in training young systems developers and data analysts. Focused on results, this education program fosters innovation and a systemic perspective among our students, who demonstrate full alignment with our culture. During the three years of study, students have the opportunity to work on more complex and visible company projects, guided and trained by more senior professionals. After their training period, students have the opportunity to work as developers or data analysts at PicPay. Until 2028, we project to have approximately 400 new young entrants. We also participate in the J&F Institute’s “Family School” program, which was created to echo a culture that values families and instill confidence in students’ education. The project aims to emphasize and strengthen the role of the family in education, proposing personalized and ongoing contact with family members through scheduled and systemic appointments, including home visits and in-person meetings at the J&F Institute. The program is a reflection of the Institute’s commitment to increasingly high-quality comprehensive education. Germinare Business Germinare Business School is designed for students ranging from the 6th grade of elementary school to senior high school. It follows an educational model that simultaneously focuses on technical skills and academic content. At the beginning of high school, students, in addition to their academic responsibilities, also become interns in a work environment. This pathway aims at shaping future business owners who join the company to not only experience corporate life but also contribute with new ideas, decisions, and the scope of a business leader. Furthermore, PicPay also has a core operations team in the investment market led by students. These two pathways, Germinare Tech and Business, not only prioritize social impact but also align with the creation of our legacy of sustainability and future business and tech leaders as an educational company. The definitions are based on data from the Brazilian Institute of Geography and Statistics (IBGE). Compliance Program In line with the initiatives adopted by our controlling shareholder, we consider ethics, transparency and integrity to be fundamental pillars for the development of our business and we are fully committed to maintaining the highest standard of conduct in all of our relationships, including interactions with the public administration, public agents, regulatory and self-regulatory bodies, in addition to the private sector. With the purpose to ensure compliance with these pillars, we establish certain guidelines, as determined by our code of conduct and ethics, our compliance, anti-bribery and anti-corruption policies and procedures that establish the respective departments’ processes, rules, stages, responsibilities and reports. Our compliance department has the purpose to maintain our integrity program, focusing on ensuring that our business management is carried out ethically and ensuring compliance through the main actions below: ● Monitoring interaction with public agents: we carry out monthly monitoring to identify the level of compliance in activities and processes carried out by our areas that have interactions with public agents and/or companies responsible for intermediation with agents or public companies, in compliance with the provisions of our Anti-Bribery and Interaction with Public Agents Policy, in accordance with Law No. 12,846/2013 and with the best practices of the CGU Integrity Program; 117 ● Monitoring payments from suppliers/partners: we carry out monthly monitoring to identify the level of compliance in the activities and processes carried out by our departments that need to contract products and/or services from suppliers/partners, verifying the compatibility of the amounts spent with what was duly established and agreed upon in the contract; ● Approval of suppliers and partners: we carry out integrity due diligence, with the purpose to evaluate whether third parties (suppliers/partners) have anti-corruption, integrity, ethics, compliance and policies compatible with their sector in their organization, following the guidelines of Brazilian Anti-Corruption Law and CGU best practices, as well as a know your supplier and partner assessment carried out by our Money Laundering Prevention department to identify risks relating to money laundering, terrorist financing and reputation, in order to ensure that we have no links with companies that do not meet our established standards and values; ● Policies and Procedures: our compliance department is responsible for the governance and maintenance of internal regulations with the purpose to prevent risks associated with our business, addressing topics such as bribery and corruption, conflicts of interest, gifts, meals, entertainment, donations, sponsorships and third-parties; ● Acculturation (training and communications): as part of our compliance program and acculturation pillar, our employees undergo training and receive periodic communications on topics, such as work environment, antitrust, reporting channel, conflict of interest, misconduct, opportunity and diversity, gifts and anti-corruption policy, harassment, among others, as well as compliance with our code of conduct and ethics at the time they are hired and through periodic reviews; ● Assessment of the maturity of the integrity program: we recently carried out, together with a renowned consultancy, a study to identify our potential exposure to improper practices. Such study has been used to adapt and improve our integrity program; and ● Ethics Channel: we have an outsourced reporting channel, which allows anyone to anonymously report potential misconduct and non-compliance with our Code of Ethics and Policies, we have specific policies aimed at handling cases through our reporting channel, as well as applying disciplinary measures, if necessary. Our Market Overview We currently operate in Brazil, a large and dynamic country with a total population of 213.4 million, according to the estimate provided by IBGE on August 28, 2025. Brazil’s GDP is R$11.7 trillion, and household consumption is R$7.5 trillion, or 64% of GDP, all according to information provided by the IBGE as of December 31, 2024. Despite the size of its economy and its relatively high penetration rate of internet and mobile connectivity, Brazil remains significantly underpenetrated with respect to financial services compared to developed economies and also has relatively low levels of household and corporate debt, with aggregate debt of 35% of its GDP as of December 2023, compared to more developed economies, such as the United States (74%) and Japan (68%), based on information provided by the International Monetary Fund. In summary, Brazil offers a conducive environment for disruptors, such as PicPay, due to its large population, expanding digital infrastructure, and continuously growing demand for financial services. The nation has a sizeable underserved population which presents a potential opportunity, while recent regulatory developments are positive for promoting innovation. Additionally, there is a strong culture of adopting digital solutions which further enhances Brazil’s appeal as an attractive market for us. 118 We believe that new players like digital banks, e-commerce platforms and payment and digital wallet providers, such as PicPay, have made significant progress in disrupting the financial services landscape that was traditionally controlled by a small number of large incumbent financial institutions, providing consumers with new and innovative solutions for settling payments and streamlining the financial services landscape. Trends in Our Favor According to Sensor Tower for 2025, Brazil is the fourth country in the world in terms of time spent (measured in hours) on mobile devices. In December 2025, the Brazilian population spent 222.7 billion hours on mobile devices, only behind the United States (323.0 billion hours), Indonesia (355.1 billion hours) and India (1,126.6 billion hours), all countries with populations that are larger than Brazil. Total Time Spent on Mobile (Hours, 2025) Source: Sensor Tower, 2024. Note:iOS and Google Play combined. iOS only for China. Dividing the results by each applicable country’s population results in an average of hours on mobile spent per person. According to data provided by UNdata for population estimate, with a base date of December, 2024 (1.13 billion for India, 355.1 million for Indonesia, 340.1 million for United States, and 212 million for Brazil), Brazil is ranked second (with a ratio of 1,083.0 hours/person), placed only behind Indonesia (with a ratio of 1,252.6 hours/person) and ahead of the United States (with a ratio of 949.7 hours/person) and India (with a ratio of 771.6 hours/person). 119 Payments and Banking Landscape Disruption Across the Brazilian Market Broadly across financial services in Brazil, traditional banks have been and are continuing to be disrupted. We believe that traditional banking and payments in Brazil have significant pain points, such as poor customer service or high fees, and we believe that the Brazilian consumer is demanding more. Moreover, there are significant secular trends underway across the regulatory landscape and significant technology adoption permeating across the everyday Brazilian. This disruption is occurring from all angles of financial services, from digital banks and credit providers, to E-Commerce, to payments and digital wallets. We believe that PicPay is at the forefront of this disruption and a market leader disrupting Brazilian financial services. Instant Payments Pix is an instant payments system that was launched by the Brazilian Central Bank in 2020, with the purpose of fostering digital financial inclusion among the Brazilian population, providing rails for easier and frictionless money transfers. Since its launch, Pix has grown rapidly and is now the most used payment method in Brazil, having reached 29% of all financial transactions in 2022, ahead of other forms of payments such as credit and prepaid cards. Based on data provided by the Brazilian Central Bank, between 2024 and 2025, Pix transactions volume increased by 34%, from R$22.1 trillion in the year ended December 31, 2024 to R$29.6 trillion in the year ended December 31, 2025, which exceeds more than four times the total volume of credit and prepaid card transactions in Brazil in the same period. The Pix system established itself as a unique tool for enhancing financial inclusion among the Brazilian population. As of December 31, 2025, 22.4 million users had made or received at least one Pix transaction since its launch, according to information provided by the Brazilian Central Bank. Pix has a broad reach amongst the Brazilian adult population, and is widely used in all regions of the country. According to data provided by EBANX and PCMI, Pix is considered a game changer in rising markets, with a projected CAGR of 35% from 2023 to 2027, the biggest growth of all the other alternatives in the payment system, reaching an average of 40% of its market share by the end of 2027. This rapid growth of real-time payment transactions results from the widespread adoption of Pix by consumers and merchants for their daily expenditures. 120 In 2028, real-time payments in Brazil are expected to represent 50% of the volume of non-cash transactions, only behind India, where real-time payments are expected to represent 87% by 2028, according to ACI Worldwide. The rapid growth of Brazilian real time payments already surpasses, and is expected to continue to surpass developed economies such as the United Kingdom (12%) and the United States (5%). The rapid growth of real-time payment transactions is driven by the widespread adoption of Pix by consumers and merchants for daily expenditures. Share of Real-Time Payments in Non-Cash Transactions (% of total non-cash payments volume, 2023-2028E) Source: ACI Worldwide Real-Time Payment Report, 2024. Building upon the initial strong demand, additional features were subsequently launched on top of Pix to offer more choices for consumers such as Pix Credit which was instrumental in driving usage of our digital wallet. Consumers can use their credit cards to fund a Pix transaction and transfer money to another person or pay a merchant that typically does not accept credit transactions through installment payments in Brazil, such as restaurants and gas stations. Moreover, merchants who choose to receive payments through Pix receive these payments instantaneously and hence are generally willing to offer discounts since there are no acceptance costs compared to traditional payment methods. This has been a key growth driver for our business, as evidenced by the total payment volume of Pix Credit increasing almost 70% in 2024 when compared to 2023 and 17% in 2025 when compared to 2024. Since 2022, the total Pix Credit TPV has increased approximately 235% (for further details, see “Item 5. Operating and Financial Review and Prospects”). Other current and upcoming features in the Brazilian Central Bank’s agenda for Pix products include “Pix Saque” (or Pix Withdraw, Pix as an instrument to facilitate cash withdrawal through commercial establishments), “Pix Troco” (or Pix Change, allowing consumers to receive cash as change from a digital payment), “Pix Garantido” (or Pix Guaranteed, a buy now pay later solution), and “Pix Automático” (or Pix Automatic, aimed to facilitate recurring payments through Pix in an automatic way leveraging prior authorization received from payers). Pix also has played an important role in promoting the increase of mobile remote payments in Brazil, which include digital and/or electronic purchases made by a consumer to a business in which the location of the device in relation to the POS terminal is irrelevant. Based on the “E-commerce and Payment Landscape in Latin America” report made public by PagSeguro in a partnership with PCMI Advisory, real-time payment solutions such as Pix in Brazil have been progressively gaining share over total e-commerce expenditures in Latin America. In the same report, Pix transactions are expected to present a CAGR of 30% from 2023 to 2026, representing 19% of all e-commerce expenditures in Latin America by 2026. 121 According to information provided by Payments and Commerce Market Intelligence, or “PCMI,” Pix was set to move US$81 billion in online sales in 2023, an amount 60% higher than registered in the previous year. To emphasize the significant impact of Pix and its extensive penetration, this amount is almost equivalent to the entire Brazilian digital commerce market of 2018, which totaled US$85.5 billion. By 2026, according to PCMI’s projections, Pix transactions are expected to total approximately US$200 billion, reaching 40% of the country’s digital commerce market. Share of Digital Commerce by Payment Method (2020 – 2026E) Source: PCMI, 2023. 122 Based on information made public by EBANX, the dominant alternative payments in digital commerce are P2P-born with widespread adoption, Brazil’s Pix and India’s UPI set global benchmarks for alternative payment methods. The results reported for 2024 indicate that 40% of online sales, which represent a volume of US$137.4 billion, were made using Pix as the payment method, placing Brazil as the country with the highest volume traded through alternative payment methods. Source: PCMI, with EBANX estimates for 2024 volume. Share of online sales within the payment country. 123 Credit Cards Despite the relatively low penetration of credit card usage in Brazil compared to more developed economies, such as the United States and the United Kingdom, a notable shift is happening in Brazil. The use of credit cards to fund online transactions is on the rise in the country, with a significant portion attributed to the increasing adoption of digital wallets. As one of the largest digital wallets in Brazil, PicPay played a pivotal role in driving this shift as one of the forerunners in launching payment solutions that enabled use of credit cards to conduct day-to-day transactions, such as money transfers between individuals and businesses, as well as bill payments. With the introduction of these solutions, consumers have the ability to pay by installments in situations such as dining at restaurants, refueling vehicles at gas stations, or paying for freelance services, which were not possible before. Penetration of Credit Card and Credit Card Usage Among Adult Population (%, 2021) Source: The Global Findex Database, 2021. Household Credit Brazil has a relatively low level of household debt, accounting for 35% of its GDP as of December 2023, in contrast to developed countries such as the United States (at 73%) and the United Kingdom (at 78%), or other emerging markets such as Chile (at 46%), based on information provided by the International Monetary Fund. Demand for consumer lending in Brazil has grown recently driven principally by inflation, and Brazilians have had to rely on credit not only for significant expenses like housing and vehicles but also for day-to-day living costs, including short-term purchases such as groceries, clothing, and medicines, which underscores the importance of products like credit cards and personal loans. Nonetheless, incumbent banks in Brazil have traditionally focused on the more affluent segments of the population, and the credit market in Brazil has been mainly concentrated among a few institutions, leading to a large unserved or underserved population. 124 The outstanding volume of household credit in Brazil reached a total value of R$2.5 trillion as of December 31, 2025, an increase of 13.2% compared to December 31, 2024. From 2019 to 2025, the credit portfolio presented a CAGR of 14%, according to information provided by the Brazilian Central Bank. The two main credit lines used by individuals in Brazil through those years remained concentrated in personal loans and credit cards. Household Credit Outstanding – Brazil (R$ billion) – 2019 – 2025 Source: Brazilian Central Bank, 2025. Current Prices. Others are the aggregating of: Personal credit – renegotiation, other goods financing, discount of checks and other non-earmarked credit instruments. Insurance With the acquisition of Kovr, which is conditioned on the approval of CADE and SUSEP, we will enter in an insurance market of R$205.0 billion in written premiums in 2025, an increase of 7.0% compared to R$191.5 billion in 2024, according to SUSEP. Property and casualty insurance written premiums totaled R$145.7 billion in 2025, an increase of 7.3% compared to the previous year. Personal insurance (excluding VGBL – Vida Geradora de Benefícios Livres) reached R$77.6 billion in written premiums in 2025, up 8.8% from 2024. 125 Property and Casualty Insurance According to SUSEP, in 2024, property and casualty insurance written premiums grew by 7.3% compared to 2023. A total of R$145.7 billion was written, compared to R$135.8 billion the previous year. Auto insurance written premiums reached R$61.6 billion in 2025, 6.8% higher than in 2024. This business line represented 42.3% of property and casualty insurance written premiums for the year. Other property and casualty insurance written premiums totaled R$84.1 billion in 2025, 7.7% higher than in 2024. This set of business lines was responsible for 57.7% of property and casualty insurance written premiums for the year. The following business lines registered written premiums growth above the average of other property and casualty insurance: comprehensive, special risks – property, financial, property – other, civil liability, marine and aeronautical, rental guarantee, and others (with emphasis on microinsurance). Share Over Total Property and Casualty Written Premiums Personal insurance Personal insurance (excluding VGBL) generated R$77.6 billion in written premiums in 2025, a 8.8% increase compared to 2024. Life insurance grew by 12.7% from the previous year, totaling R$38.5 billion in 2025. 126 Share Over Total Personal Written Premiums Business Credit Similar to the consumer credit market, incumbent banks also have traditionally focused on providing credit only to more affluent corporate customers. As of December 31, 2025, 38.7% of the aggregate credit portfolio was concentrated in large corporations, according to the Brazilian Central Bank. This contrasts with the fact that micro, small and medium-sized companies accounted for 52.8% of total outstanding credit as of December 31, 2025, with micro companies only having 4.8% of the total credit available to businesses in Brazil, which points to the need for alternative credit sources for smaller businesses in Brazil. Commercial Credit Outstanding by Size of Company - Brazil (%) 2025 Source: Brazilian Central Bank, 2025. 127 The outstanding volume of non-earmarked corporate credit in Brazil reached a total value of R$1.6 trillion as of December 31, 2025, an increase of 13% compared to December 31, 2024. From 2019 to 2024, the portfolio reflected a CAGR of 11%, as reported by the Brazilian Central Bank, showing that the private sector has increased its credit exposure despite the higher interest rates over the period. Commercial Credit Outstanding – Brazil (R$ billion) 2019 – 2025 Source: Brazilian Central Bank, 2025, Current Prices. Others are the aggregation of: Discount of trade bills, Discount of checks, Guaranteed overdraft accounts, Overdraft, Vehicles and other goods financing, Vehicles and other goods leasing, Vendor, Compror, Advances on exchange contracts, Imports financing, Exports financing, Foreign on lendings, Other non-earmarked credit instruments. Merchant Acquirer Services According to SEBRAE (“Portal do Empreendedor”) and Brazil’s federal tax authority (“Receita Federal”), there were 16.3 million micro-merchants (“MEIs”) in the country as of December 31, 2024. Based on the latest Annual Social Information Report (“RAIS”), as of December 2023, there were 4.6 million businesses with at least one employee in the country. According to IBGE’s PNAD, as of December 2024, there were 19.2 million self-employed individuals in Brazil. This could represent a TAM of up to 40.1 million businesses that can adopt our payment acceptance solutions and our credit products for their day-to-day operations. 128 These millions of merchants have been impacted by significant transformations in the merchant acquiring services market due to technological advancements, shifts in consumer preference, and regulatory developments, such as the following key changes: ● Rise of Digital Payments: the emergence of digital payments, driven by digital wallets, payment apps, and contactless payment solutions, has transformed the way transactions are conducted. This has prompted acquirers to adapt to process and facilitate these new payment methods. ● Expansion of E-commerce: the growth of e-commerce has increased the demand for online payment solutions. Acquirers now need to provide secure and efficient platforms for merchants operating in virtual environments. ● Competition and Innovation: intensified competition in the sector has led acquirers to seek constant innovation. This includes the launch of new products such as Tap to Pay, which enables merchants to use their mobile phones as POS terminals when accepting payments from their consumers. ● More positive regulatory environment: as of 2010, the Brazilian Central Bank implemented a series of measures to promote competition in the merchant acquiring market. The main changes included the separation of activities between card networks (such as Visa and Mastercard) and acquiring institutions and the end of exclusivity, which prohibited exclusivity arrangements between card networks and merchants, allowing merchants to accept cards from different networks. ● Contactless Payments: the growing popularity of contactless payments, whether through cards or mobile devices, has required adjustments to payment infrastructures to support this fast and convenient transaction modality. According to information provided by the ABECS for 2023. Brazilians have begun to pay more on an aggregate basis through contactless methods than with traditional cards for in-person purchases. Open Finance Open Finance is an initiative aimed at increasing competition and innovation in the financial sector by allowing consumers to securely share their financial data with other financial institutions. Introduced in 2020 by the Brazilian government, Open Finance potentially provides consumers with a wide range of benefits, such as greater choice of financial products, more competitive interest rates, and a more personalized financial experience. According to the Brazilian Central Bank, as of December 31, 2025, the average number of bank accounts per individual/business reached 6.2 accounts. Considering from 2012 to 2019, we observed a CAGR of only 5%. Since the pandemic, this growth accelerated with a CAGR from 2020 to 2025 of 14%. Based on Global Findex Database, bank penetration among the adult population in Brazil reached 84% as of December 31, 2021. Open Finance creates an opportunity beyond mere financial inclusion, enabling the population to not only participate in the financial system, but also benefit from differentiated offers of products and financial services that meet their needs with security and transparency. In this context, Open Finance helps to streamline individuals’ financial management through the integration of their financial data and also raises the standard of service quality in institutions, with a special focus on optimizing the user experience. 129 Average Bank Accounts per Individual/Business in Brazil (2012 – 2025) Source: Brazilian Central Bank, 2025. The Brazilian Central Bank has divided the launch of Open Finance into four phases: ● Phase 1: the entire ecosystem was established by participating financial institutions, enabling them to share information among themselves via APIs. During this stage, only information on banking products and services offered by each financial institution, service channels and other relevant data from the participating institutions was included. ● Phase 2: individual users have the ability to share registration information between institutions. This information includes, for example, full name, tax identification numbers, transaction data, addresses, and phone numbers. All sharing is done with the user’s consent and can be halted at their discretion. ● Phase 3: users are already able to make payments and access other financial services from third parties, by connecting their bank account to those counterparties. Users are able to share their banking history to gain access to services from other institutions, such as instant payments and other credit-related proposals, facilitated by API technology. ● Phase 4: users are able to share more data besides just their banking history with other institutions. An example is their entire history, including investments and insurance data, which will facilitate access to a wider range of products and services beyond traditional banking. This marks the beginning and definitive transition into Open Finance. Open Finance has been one of our key strategic pillars since our acquisition of Guiabolso in 2021. Guiabolso was the forerunner of Open Banking in Brazil which provided a holistic platform that aimed to facilitate and improve people’s financial management by organizing their budgets, coordinating payment schedules, expense categorization, offering financial products, and allowing them to make instant and free transfers at any date and time. Since our full integration of the business of Guiabolso in 2022, we have been leveraging Open Finance initiatives within all the business units of our ecosystem, improving our product offering across our digital wallet, financial marketplace, investments, services, and financial and non-financial solutions for business. Moreover, we launched our PFM (personal financial management) feature in October 2022 and started operating as a payment initiator in February 2023, allowing our consumers to pull funds from any of their bank accounts directly from their PicPay account, adding another frictionless way to cash-in. 130 Based on a variety of metrics, we are a leading enabler of Open Finance in Brazil. We are currently the third largest player in terms of market share of active consents received (consumers that opted in to share their financial information from other institutions with PicPay) with 12.3%, placing us only behind Nubank (22.3%) and Mercado Pago (13.0%), and ahead of Caixa Econômica (6.5%), Santander (6.2%), Banco do Brasil (6.1%), Itaú (5.8%) and Bradesco (4.4%), according to data provided by the Brazilian Central Bank. We are also the third largest Brazilian player in payments initiation based on the cumulative number of API calls to authorize payments in our ecosystem through our account aggregator since April 2023. Open Finance has been highly instrumental in expanding our consumers’ principality, which allows us to capture new opportunities and increase the overall adoption of financial and non-financial products and services offered through our open platform. One of the key initiatives from Open Finance is the Payment Initiation Service Provider, which allows third-party providers to initiate payments on behalf of consumers, making it easier for them to transfer funds and make payments using different financial providers without having to switch between different mobile apps and bank accounts, reducing time and friction (for further details, please see “Business—Our Two-Sided Ecosystem—Our Unique Approach”). We started operating as a payment initiator in February 2023, providing Pix transactions from other financial institutions through our account aggregator. We have noted that transactions initiated by PicPay are growing, allowing us to capture new possibilities to increase the overall level of expenditures across financial and non-financial products and services offered through our open platform. Competition Landscape The Brazilian banking sector has been undergoing a transformation driven by the rise of digital banks, which challenged the traditional model by offering more accessible, transparent, and low-cost digital services. Their simplified, frictionless experience quickly attracted millions of customers, highlighting how the sector still carried barriers and inefficiencies in meeting the needs of the modern consumer. Although traditional banks still hold a significant share of the market, their operations are often marked by large structures, high costs, and inflexible processes. These factors limit the agility needed to respond to new demands and explain why many people have shifted (or begun to split) their financial relationships to digital alternatives. According to data reported by Brazil’s five largest incumbent banks (Caixa Econômica, Itaú, Bradesco, Santander, and Banco do Brasil) in their annual results, and complemented by the Brazilian Central Bank’s 2023 Banking Economy Report, these institutions still capture roughly 70% of the industry’s total profit pool. This level of concentration underscores how much value remains tied to traditional players despite the ongoing digital disruption. Digital banks, however, are uniquely positioned to compete not only by eroding this concentration but also by unlocking a new profit pool for the market as a whole. As a result of their lower cost-to-serve, neobanks can expand financial inclusion and shift a growing portion of retail customers, who today are still largely served by traditional banks, into more efficient, digital-first platforms. 131 In addition, since December 2021, we have rapidly accelerated account openings, positioning us, according to data provided by the Brazilian Central Bank, as the third largest financial institution in the country in terms of new accounts acquired (only behind Mercado Pago and Nubank) with an increase of nearly 31 million new accounts over the period. Digital banks are driving the growth in the number of accounts nationwide, and our performance is a clear reflection of this trend. Source: Brazilian Central Bank. Our Opportunity Total Addressable Market (TAM) Our addressable markets include all of the aforementioned sectors. We define our estimated addressable market through the main verticals below: Total addressable market (TAM) as revenues ● Wallet and Banking: takes into consideration the estimated transactional fee charged by the market over total volumes, net of credit card interchange and funding costs. ● Cards: considers interchange fees paid by merchants to issuers plus net interest income resulting from credit card revolving operations and balance financing. ● Consumer Loans: consists of net interest income from payroll loans, personal loans and other categories of non-earmarked credit products, excluding credit cards for individuals. ● Others (Insurance and Investments): comprised by revenues from distribution of policies to customers, including automobile, assistance, voluntary third-party liability and other coverages, such as residential and warranty extension. For investment estimates, we consider income from take rate and distribution of investment products, such as CDBs, funds and other fixed income products to our customers. 132 ● SMB Banking: consists of net revenues from interchange and annual fees charged by card issuers from their debit, prepaid, and credit card operations, as well as net interest income from revolving and balance financing products. It also includes additional transactional revenue from bill issuance and other banking services offered for SMBs (such as Pix payments funded via credit card). In addition, revenues from distribution of insurance policies to businesses, including loss of profits, engineering risks, miscellaneous risks, group life insurance, general liabilities and other coverages, such as guaranteed insurance for public and private sectors, are also taken into consideration. For the investments segment, it consists of income from administration fees for the management of middle fixed income portfolios from companies. ● Payment Acceptance: consists of fees charged by acquirers to process credit, debit and prepaid transactions accepted by merchants, net of card interchange costs. It also considers revenues originated from an estimated market yield for POS terminals rental and net interest income from prepayment of credit card receivables. ● Business Loans: consists of net interest income from non-earmarked credit products for businesses. ● Corporate Benefits: consists of interchange or MDR fees paid by merchants to issuers of corporate benefit cards plus income with account balance floating and income with settlements scheduled floating. The chart below presents the TAM for our two-sided ecosystem for the year of 2026 in terms of net revenues: Source: Company’s proprietary data and estimates. (1) TAM calculated as an addressable net revenue pool. (2) Pix/P2P transfers and bill payments using a credit card. (3) Life insurance, automobile insurance and investments. (4) Payments made using a credit or prepaid card, and credit card loans (revolving and refinanced balances). (5) Non-earmarked loans to individuals, other than credit card operations. (6) Account balance floating, ITC settlements schedule floating. (7) Business cards, bill issuance and Pix financing, insurance and investments. (8) Rental fees, MDR credit card receivables. (9) Non-earmarked loans for business. (10) Based on Brazil’s 2024 GDP of R$11.7 trillion. 133 Our TAM represents the total potential net revenue generation of our two-sided ecosystem in the Brazilian market. As detailed above, we calculate our TAM by analyzing information of each of the following sectors in which we operate: wallet and banking, cards, consumer loans, insurance, investments, corporate benefits, payment acceptance, and business loans. As an initial step to calculate TAM, we estimate the addressable market for each sector in terms of volume, as volume growth is a key driver of net revenue potential. Our estimates are based on a combination of publicly available information and internal data. Using our estimates of the total volume of our addressable markets, we can then calculate the potential net revenue of the addressable market for each sector. In order to do so, we make several assumptions, such as market adoption rates, pricing strategies and competitive dynamics, using both public and internal data. Our TAM is calculated as the aggregate of these net revenues. We believe that this measure is helpful for investors since it offers a view of the market’s potential scale and growth trajectory, which is essential for assessing our business’s long-term viability and profitability. Moreover, we believe that the calculation of TAM enables investors to measure our market penetration and growth potential. In addition, our strategic decisions must be informed by a clear understanding of the markets in which we operate in order to capture opportunities and increase our market penetration. We continuously monitor and update our TAM to reflect changes in the market landscape, with the aim of ensuring that our business strategies are aligned with current and future market opportunities. Our management uses TAM estimates to assess our penetration potential in each of the markets in which we operate. These estimates help us understand the size and opportunity of each market segment, providing a clear view of our growth and expansion potential across our different areas of operation. Below we present the main data sources and assumptions that we adopted for the calculation of our TAM for each sector. Consumers’ Addressable Market Wallet and Banking We define the digital wallet sector as Pix transactions and bill payments using credit cards as a source of funding. The net revenue pool for the digital wallet sector comprises potential fee-based revenues generated when consumers make instant payments using their credit cards as a source of funding. Such payments can occur either in a single transaction or multiple installments. The net revenue pool also includes bill payments settled using wallet balances or credit cards, either in single payments or several installments. Combining the revenues from such sources, we calculated a total net revenue pool of R$13 billion for 2024. Within such pool, PicPay holds a market share of 9.3%. We estimate the volume for Pix transactions based on historical data provided by the Brazilian Central Bank for P2P (person-to-person) and P2B (person-to-business) total volumes, as well as on the main following assumptions: ● growth projections for real-time payment transactions, as publicly disclosed in the ACI Worldwide 2024 Real-Time Payments Report; and ● estimates of Pix installment payments using credit cards, based on Open Finance data from major market players (leading banks), with an additional rate derived from internal data that reflects consumer transactional behavior involving Pix installments using a credit card as the source of funding. 134 For bill payments funded through credit cards, we estimate the volume taking into consideration historical data provided by the Brazilian Central Bank, as well as the following main assumptions: ● to estimate the increase in bill payments, we considered the future household consumption projection from the Focus report, published by the Brazilian Central Bank (real projection) and the inflation growth projection, since our figures are in nominal value; and ● considering that our consumers’ behavior for the payment of bills with a credit card and making Pix installment payments is similar, we assume that both products have the same installment penetration rate. In both scenarios, net revenue is reported after deducting interchange and card scheme fees and funding costs related to receivables prepayment, given Brazil’s current credit cycle. In addition, we also considered PicPay’s digital wallet business economics to estimate net revenue, based on internal data and considering the increased competitive scenario, which reduces consumer fees over time. We believe that net revenues from the digital wallet business in Brazil could reach R$50 billion until the end of 2030. Considering internal estimates, it represents a CAGR of 25% compared to R$13 billion of net revenues for this sector in 2024. One of the main factors that contribute to such growth is related to the consolidation of instant payments in Brazil led by Pix, as well as credit card new use cases enhanced by digital wallets given that consumers are increasingly adopting credit cards as a source of funding while paying their bills. Additionally, Pix Credit TPV for person-to-person and person-to-business transactions, according to internal estimates, is expected to reach R$36.7 billion in the year 2030, a CAGR of 25% compared to R$9.4 billion observed for 2024. However, there are certain limitations as a result of the absence of public information. With respect to estimates for competitor market share and penetration, an accurate assessment of the competitive landscape is challenging without strategic information regarding each company’s market share and penetration. Moreover, our position is informed by internal data and it may not fully represent the entire market. Various factors influence pricing decisions, and each company has its unique strategy. Cards We define the cards sector as revenues from fees charged by card issuers and net interest income from credit card operations, including revolving and balance financing products. We estimate that the net revenue pool for this market totaled R$173 billion in 2025, resulting in a market share of 1.3% for PicPay. We estimated the market from card issuance activities and the volume for credit and prepaid card transactions through the evaluation of historical data from 2020 to 2025 and projections provided by the Brazilian Central Bank. For the following years, we assumed a stable growth pace. With respect to the credit market, we relied on historical data for credit card outstanding balances from the Brazilian Central Bank and projections provided by Febraban. The Brazilian Central Bank reports interchange fee data on a monthly basis, which is used to calculate transactional revenues. Additionally, the Brazilian Central Bank also reports the average annual fee and the number of cards used to estimate the total amount of annual fee revenues in the market, as well as interest rate data from balance financing and revolving credit, which are considered in the calculation of credit revenues (net of funding costs). 135 We expect net revenues from card transactions to reach R$310 billion in the year 2030, a CAGR of 12% compared to R$173 billion observed for 2025. We believe that the consolidation of this business is based on behavior change, as consumers are increasingly preferring more convenient and secure payment methods, such as cards over paper-based transactions. This behavior is driven by the ease of use of cards, the possibility to accrue benefits, such as points and miles, and the additional security offered by electronic transactions. In addition, as more consumers opt for online shopping due to the convenience and variety of options available, the volume of card transactions also tends to increase. Consumer loans We define the consumer loans segment as non-earmarked credit operations for consumers, excluding credit card balances, which are already covered by the section above. For the credit market, we considered historical data for non-earmarked outstanding loans from the Brazilian Central Bank and projections provided by Febraban. Moreover, we estimated net revenues considering market data for interest rates as reported by the Brazilian Central Bank and calculated such revenues net of funding costs. Based on such assumptions, we estimate a net revenue pool of R$363 billion in 2025 for consumer loans, with PicPay’s share at 0.6%. When we take into consideration net revenues coming from consumer loans it is estimated to reach R$484 billion in Brazil in the year 2030, a CAGR of 5% from R$363 billion in 2025. Unlike other segments, consumer credit is more sensitive to the income cycle due to the qualitative profile of its products, which tend to respond more immediately to labor market conditions and disposable income dynamics. In this context, household indebtedness has continued to increase even in an environment of restrictive monetary policy, a movement explained in part by the persistence of inflation at elevated levels, but also by the maintenance of the unemployment rate at historical lows, which has sustained income and increased appetite for credit. This increase in indebtedness requires close monitoring of its effects on credit quality. After reaching a peak in 2025, the delinquency indicator has already shown signs of an inflection, remaining at a level lower than that observed in the period immediately prior to the pandemic. As a result of this environment, credit expansion has been accompanied by higher household income commitment. Nonetheless, the macroeconomic backdrop—marked by resilient economic growth and stimulus stemming from expansionary fiscal policies—has helped mitigate part of the associated risks by expanding the available monetary base and supporting borrowers’ repayment capacity. On the other hand, the increasing digitalization of the Brazilian financial sector has facilitated access to credit for many individuals. Fintechs and digital banks have been offering more agile and accessible solutions, expanding access to credit for a portion of the population that previously had difficulties obtaining loans. In this scenario, other loans such as car loans and overdraft loans are estimated to reach a net revenue pool of R$94 billion in 2026, an average increase of 4.4% compared to R$90 billion in 2025. Loan market projections present two main limitations. The first is related to the absence of information on the provision balance for doubtful accounts by type of credit. This lack of detail makes it impossible to perform calculations with a reasonable degree of accuracy for net interest margin after losses. As a consequence, calculating net revenue up to the level of net interest income may lead to distortions, since risk and provisioning levels vary significantly across different portfolios. 136 The second limitation is related to future interest rate estimates. In these projections, a constant spread is applied based on the funding cost projection, represented by the SELIC rate. This approach may fail to capture variations in the pricing strategies adopted by the market throughout the projected period. Others (Insurance and Investments) We define the insurance segment as revenues from distribution of insurance policies to consumers, including automobile, assistance, voluntary third-party liability and other coverages, such as residential and warranty extension. In our estimates, we considered constant commercial fee ratios, which are fees paid to insurance distributors. For the investments segment, we consider income from take rate and distribution of investment products, such as CDBs, funds and other fixed income products to our customers. In our estimates, we considered constant yield and gross take rate ratios for the estimation of volume of their respective markets. We estimate the volume for insurance policies based on total volumes historical data provided by (Superintendência de Seguros Privados), or the “SUSEP,” as well as projections provided by the National Confederation of Insurers (Confederação Nacional das Seguradoras), or the “CNSEG.” For the investment segment, we estimate the volume for the fixed income market and funds distribution based on data provided by (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais), or the “ANBIMA”, as well as internal projections for gross take rate for funds and fixed income markets. We estimated the net revenue pool to total R$34 billion in 2024, resulting in a market share of 0.3% for PicPay. According to internal estimates related to the TAM of this business ecosystem, the volume of this segment will reach R$51 billion in 2030, reflecting a CAGR of 7% from 2024. Evolution and Estimation of Consumers’ Addressable Market We present below the estimates for our TAM for our Consumers Addressable Market until 2030. We estimate that the net revenue pool will reach R$895 billion in 2030, reflecting a CAGR of 10% from 2024. 137 Merchants’ Addressable Market SMB Banking We define the SMB Banking segment as revenues from financial products and services offered to small and medium-sized businesses, which include: ● interchange and annual fees from card issuers and net interest income from credit card operations, such as revolving and installment financing; ● commission fee from bill issuance; and ● financial income from Pix or payments of bills funded via credit card. We estimate the volume for Pix transactions based on historical data provided by the Brazilian Central Bank for B2P (business-to-person) and B2B (business-to-business) total volumes, as well as on the main following assumptions: ● growth projections for real-time payment transactions, as publicly disclosed in the ACI Worldwide 2024 Real-Time Payments Report; and ● estimates of Pix installment payments using credit cards, based on Open Finance data from major market players (leading banks), with an additional rate derived from internal data that reflects consumer transactional behavior involving Pix installments using a credit card as the source of funding. For bill payments funded through credit cards, we estimated the volume taking into consideration historical data provided by the Brazilian Central Bank, as well as the following main assumptions: ● to estimate the increase in bill payments, we considered the future household consumption projection from the Focus report, by the Brazilian Central Bank (real projection), and the inflation growth projection, since our figures are in nominal value; and ● considering that our consumers’ behavior for the payment of bills with a credit card and making Pix installment payments is similar, we assume that both products have the same installment penetration rate. In addition, for SMB banking, we also consider in our estimates the business insurance and investment segments, which are composed by revenues from distribution of insurance policies to businesses, including loss of profits, engineering risks, miscellaneous risks, group life insurance, general liabilities and other coverages, such as guaranteed insurance for public and private sectors. For the investments segment, we define the management of middle fixed income portfolios from companies as income from administration fee. For these sectors, we considered the following main assumptions: ● constant commercial fee ratios, which are fees paid to insurance distributors. We estimate the volume for insurance policies based on total volumes historical data provided by (Superintendência de Seguros Privados), or the “SUSEP,” as well as projections provided by the National Confederation of Insurers (Confederação Nacional das Seguradoras), or the “CNSEG.”; and ● constant yield and administration fee ratios to estimate the volume of the revenues of their respective markets for the investment segment. We estimate the volume for the fixed income market and funds distribution based on data provided by (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais), or the “ANBIMA,” as well as on internal projections for gross take rate for funds and fixed income markets. 138 Our calculation places the net revenue pool at R$13 billion in 2024, resulting in a market share of 0.05% for PicPay. For the TAM related to this business line, according to internal estimates, the net revenue pool of this segment will reach R$38 billion in the year 2030, representing a CAGR of 20% from 2024. Corporate Benefits We define the corporate benefits sector as interchange fees or MDR paid by merchants to issuers of corporate benefit cards, plus financial income from account balance floating and settlements scheduled floating. The volume of corporate benefits is closely related to workforce dynamics and economic indicators. Therefore, we considered data from IBGE with respect to the number of formal workers, data from the Brazilian Ministry of Labor and Employment (Ministério do Trabalho e Emprego) regarding the penetration of corporate benefits among formal workers and information from private companies that offer corporate benefits, such as Swile and Alelo. In addition, we estimated net revenues considering PicPay’s Corporate Benefits business economics, which is based entirely on internal data. Our estimate places the net revenue pool at R$17 billion in 2024, resulting in a market share of 0.1% for PicPay. In Brazil, the corporate benefits market thrives on labor laws mandating minimum offerings and a strong demand for competitive benefits to retain talent. Economic stability supports businesses in providing these benefits. Additionally, technology streamlines benefit administration, while a growing focus on employee well-being drives demand for comprehensive wellness programs. However, the high competition in this segment leads to lower margins and a contracted net revenue pool. The main limitation for this sector is related to the availability of data on product penetration among formal workers, which could affect the accuracy of our projection. However, we seek to mitigate this risk by using what we consider are reliable variables, such as the total number of formal workers (provided by the IBGE) and the average meal allowance benefits used for calculation of the Total Payment Volume (TPV), as reported by Alelo—one of the major players in the sector. Our internal data might not fully represent market conditions, since several factors may influence pricing decisions, and each company has its unique strategy. In addition, a potential regulatory change could make market rules more flexible and expand the TAM and net revenue pool, or the opposite may happen. However, due to the uncertainty surrounding these changes, we did not incorporate such changes into our market growth projections. Payment Acceptance We define the payment acceptance sector as revenues from transactions using credit and prepaid cards, Pix at POS terminals, equipment rental, and receivables prepayment. We estimated the volume for credit and prepaid cards considering historical data from 2024 and projections from the Brazilian Central Bank, with stable growth expected for the subsequent years. As reported by acquirers, the volume from Pix transactions through POS terminals was estimated based on its penetration within the card market volume. For the prepayment of receivables, we used data from the Brazilian Central Bank and projections from the Febraban. Moreover, we calculated net revenues taking into consideration market data, such as the average Merchant Discount Rate (MDR), average interchange fees, interest rate and funding costs, as reported by the Brazilian Central Bank. In addition, we took into consideration the relationship between rental revenue and Total Payment Volume (TPV), as shared by our competitors, as well as internal data. Net revenues were also calculated after discounting interchange fees and funding costs. 139 We estimated a net revenue pool of R$18 billion in 2024, resulting in a market share of 0.8% for PicPay. According to our internal estimates based on information provided by the Brazilian Central Bank, net revenues coming from merchant acquiring services in Brazil will reach R$28 billion in the year 2030, a CAGR of 10% since 2024, when we observed that revenues from acquirers totaled R$18 billion. Among the main factors contributing to this increase we can mention the increasing use of electronic payment methods, the expansion of e-commerce, the adoption of technologies such as NFC payments, and the growth of financial inclusion, with more people accessing banking services and using cards. These combined elements are contributing to a significant increase in transaction volume and the development of the payments sector in the country. We believe that the use of Brazilian Central Bank transactional and pricing data helps to mitigate the risk of significant inaccuracies in the projected TAM and net revenue pool data for 2026. Such projections’ main limitations are related to information on POS rental and Pix on POS terminals, as both projections are based only on data disclosed by major players. Business loans We define the business loans sector as non-earmarked credit operations for small and medium-sized businesses, excluding prepayment of credit card receivables. For the credit market, our calculations used historical data for non-earmarked outstanding loans provided by the Brazilian Central Bank and projections from Febraban. In addition, we estimated net revenue considering market data for interest rates as reported by the Brazilian Central Bank, net of funding costs. For 2024, our operation did not include business loans, so our market share for this segment was zero. According to internal estimates based on data provided by the Brazilian Central Bank, revenues could reach a volume of R$105 billion in 2030, presenting a CAGR of 5% compared to R$77 billion observed for 2024. In recent years, Brazil’s corporate credit market has seen notable shifts. Interest rates for business loans have decreased alongside the personal credit market, driven by reduced basic interest rates and heightened competition among financial institutions. The advent of digital credit has streamlined access to financing, with fintechs and traditional banks offering online platforms for swift and efficient lending. Moreover, there has been a concerted effort to expand financing opportunities for small and medium businesses (SMBs) through targeted programs and partnerships. Companies increasingly seek tailored financial solutions, such as technology investment credit and export financing. Concurrently, financial institutions have tightened credit policies and bolstered risk assessment processes to navigate economic uncertainties effectively. These dynamics underscore a transformative period in Brazil’s corporate credit landscape, blending technological innovation with evolving market demands. The main limitation of such projection is related to net interest income. Since the Brazilian Central Bank does not disclose data for performing credit outstanding loans, we use the difference between outstanding credit and non-performing loan balance as a proxy for performing credit outstanding loans. 140 Evolution and Estimation of Merchants’ Addressable Market We present below our estimations for our TAM until 2030. We estimate that the net revenue pool will reach R$183 billion in 2030, reflecting a CAGR of 7% from 2024. Source: Company’s proprietary data and estimates. See “Presentation of Financial and Other Information—Total Addressable Market.” Regulation Our business is subject to a number of laws and regulations that affect payment schemes and payment institutions, many of which are still evolving and could be interpreted in ways that could harm our business. While it is difficult to fully ascertain the extent to which new legal developments will affect our business, there has been a trend towards increased consumer, data privacy protection and prudential requirements. General business regulations and laws, or those specifically governing payment institutions, may be interpreted and applied in a manner that may place restrictions on the conduct of our business. 141 Four of our subsidiaries in Brazil, PicPay Instituição de Pagamento S.A., or “PicPay Brazil,” PicPay Bank – Banco Múltiplo S.A., or “PicPay Bank,” PicPay Invest Distribuidora de Títulos e Valores Mobiliários Ltda., or “PicPay Invest,” and Crednovo Sociedade de Empréstimo entre Pessoas S.A., or “Crednovo,” perform activities that are subject to Brazilian regulation enacted by the Brazilian Central Bank (Banco Central do Brasil), or “BCB,” by the Brazilian National Monetary Council (Conselho Monetário Nacional), or the “CMN” and/or by the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), or the “CVM,” as applicable, and have obtained authorizations from the Brazilian Central Bank to operate, as follows: ● PicPay Brazil is authorized by the Brazilian Central Bank to operate as a payment institution (instituição de pagamento) in the capacities of: (1) issuer of electronic currency (emissor de moeda eletrônica), (2) issuer of postpaid payment instruments (emissor de instrumento de pagamento pós-pago) and (3) acquirer (credenciador); and (4) payment transaction service provider (iniciador de transação de pagamentos); ● PicPay Bank is authorized by the Brazilian Central Bank to operate as a multi-purpose bank (banco múltiplo), with authorization to perform both commercial and credit, financing and investment activities, as well as to carry out transactions in the foreign exchange market; ● PicPay Invest is authorized by the Brazilian Central Bank to operate as a securities dealership firm (sociedade distribuidora de títulos e valores mobiliários), or “DTVM,” performing the activities provided by CMN Resolution No. 5,008, of March 24, 2022, as amended, or “CMN Resolution 5,008/2022.” In addition, PicPay Invest is authorized by the CVM to perform securities custodian services (custodiante de valores mobiliários) and fiduciary administration and trustee (administrador fiduciário de carteira de valores mobiliários) activities; and ● Crednovo is authorized by the Brazilian Central Bank to operate as a P2P lending fintech company (sociedade de empréstimo entre pessoas), or “SEP,” intermediating credit operations between lenders and borrowers. Moreover, Kovr Seguradora is authorized and supervised by SUSEP. Therefore, once the acquisition occurs, it will become one of our subsidiaries and be subject to SUSEP’s oversight and the regulatory framework of CNSP and SUSEP. Further, our subsidiary Nosso Time iGaming Ltda., a sportsbook company, is authorized to operate by the SPA under the fixed-odds sports betting category. Our main subsidiaries in Brazil are subject to extensive regulation. We offer various payment, financial and capital markets services and we perform activities related to credit, payments, digital accounts, brokerage services and portfolio management. Regulation Applicable to the Brazilian Payment System General Rules The activities developed by PicPay Brazil in Brazil are subject to Brazilian laws and regulations applicable to payment schemes (arranjos de pagamento) and payment institutions. Brazilian Federal Law No. 12,865, of October 9, 2013, as amended, or “Law 12,865/2013,” established the first set of rules regulating the electronic payments industry within the Brazilian Payments System (Sistema de Pagamentos Brasileiro), or “SPB,” and created the concepts of payment schemes, payment schemes settlors (instituidores de arranjos de pagamento) and payment institutions. 142 In addition, Law 12,865/2013 granted to the Brazilian Central Bank (in accordance with the guidelines set out by the CMN), and to the CMN, authority to regulate entities involved in the payments industry. Such authority covers matters such as the operation of these entities, capital requirements, internal controls, risk management, opening of payment accounts and the transfer of funds to and from payment accounts. After the enactment of Law 12,865/2013, the CMN and the Brazilian Central Bank created a regulatory framework regulating the operation of payment schemes and payment institutions. Such framework consists mainly of, among others: ● CMN Resolution No. 4,282, of November 4, 2013, as amended, or “CMN Resolution 4,282/2013,” which sets forth the guidelines for the regulation, oversight, and supervision of payment institutions and payment schemes that are part of the SPB, as provided for in Law 12,865/2013; ● BCB Resolution No. 80, of March 25, 2021, as amended, or “BCB Resolution 80/2021,” which regulates the establishment and operation of payment institutions, sets out the parameters for filing applications for authorization to operate by such institutions and governs the provision of payment services by other institutions authorized to operate by the Brazilian Central Bank; ● BCB Resolution No. 81, of March 25, 2021, as amended, or “BCB Resolution 81/2021,” which regulates the authorization processes related to the operation of payment institutions and the provision of payment services by other institutions authorized to operate by the Brazilian Central Bank; ● BCB Resolution No. 96, of May 19, 2021, as amended, or “BCB Resolution 96/2021,” which regulates the opening, maintenance and closing of payment accounts; and ● BCB Resolution No. 150, of October 6, 2021, as amended, or “BCB Resolution 150/2021,” which consolidates regulations on payment schemes, approves the regulation governing the provision of payment services within payment schemes that are part of the SPB, sets forth the criteria under which payment schemes do not fall within the scope of the SPB, among other related measures. The Brazilian Central Bank’s regulations also allow payment schemes settlors to set additional rules for entities that use their brands. Since we participate in third-party payment schemes, we must comply with their rules in order to continue accepting payments from payment instruments bearing their brands. Below is a summary of the most relevant laws that apply to our operations in the SPB. Payment Schemes A payment scheme, for Brazilian regulatory purposes, is the collection of rules and procedures that governs payment services provided to the public, with direct access by its end consumers (i.e., payors and receivers). In addition, such payment service must be accepted by more than one receiver in order to qualify as a payment scheme: ● Payment schemes that exceed certain thresholds are considered to form part of the SPB and are subject to the legal and regulatory framework applicable to the payment industry in Brazil, according to Article 2, II, of BCB Resolution 150/2021, including the requirement to obtain an authorization by the Brazilian Central Bank. 143 ● Payment schemes that operate below these thresholds are not considered to form part of the SPB, according to Article 2, II, of BCB Resolution 150/2021, and are therefore not subject to the legal and regulatory framework applicable to the payment industry in Brazil, including the requirement to obtain an authorization from the Brazilian Central Bank, although they are required to report certain operational information to the Brazilian Central Bank on an annual basis. ● Limited-purpose payment schemes are not considered to form part of the SPB and, therefore, are not subject to the legal and regulatory framework applicable to the payment industry in Brazil, including the requirement to obtain authorization from the Brazilian Central Bank. Limited-purpose payment schemes include, among others, those whose payment orders are: (i) accepted only at the network of merchants that clearly display the same visual identity as that of the issuer, such as franchisees and other merchants licensed to use the issuer’s brand; (ii) intended for payment of specific public utility services, such as public transport and public telecommunications; (iii) intended for payment of specific products or services; and/or (iv) related to employee benefits (such as meal vouchers). ● Certain types of payment schemes have specific exemptions from the requirement to obtain authorization from the Brazilian Central Bank. This applies, for example, to payment schemes set up by governmental authorities, payment schemes set up by certain financial institutions, closed-loop payment schemes set up by payment institutions authorized to operate by the Brazilian Central Bank, payment schemes aimed at granting benefits to natural persons due to employment relationships and payment schemes set up by an authorized payment institution in which financial settlement of payment transactions are carried out exclusively using the book-transfer method. On November 10, 2025, the Brazilian Central Bank issued BCB Resolution No. 522, which amended BCB Resolution No. 150/2021 and implements rules resulting from Public Consultation No. 104. The new framework strengthens centralized risk management in payment schemes that are part of the SPB, expressly allocating to the payment scheme settlor (networks) ultimate and non-derogable liability to ensure the settlement of all transactions to receiving users, including with its own funds if adopted protection mechanisms are insufficient. Resolution No. 522 enhances transparency over risk allocation and financial risk mitigation tools, and bars delegation of sub-acquirer oversight: the settlor (network) becomes solely responsible for monitoring participants’ risks and may not delegate sub-acquirer risk management to acquirers. It also reinforces “honor all cards,” prohibits the requirement of collaterals among participants, limits participants’ financial liability in chargebacks to 180 days from the transaction authorization (after which, where rules permit, liability shifts to the network), and strengthens controls on fraud, AML/CFT, as well as conduct standards with payers. The rule further advances interoperability, information sharing, authorization/change/cancellation processes for arrangements, full participation of sub-acquirers in centralized clearing and settlement, and transparency of fees charged within arrangements. Resolution No. 522 became effective upon publication, which happened on November 12, 2025. In view of the structural changes to risk management, scheme settlors must, within 180 days of publication, (i) submit to the Brazilian Central Bank requests for authorization to amend the regulations of their payment schemes to reflect the new requirements and (ii) implement the full participation of all sub-acquirers in centralized settlement for schemes subject to centralized settlement, along with related operational interfaces (including information exchange between settlement infrastructures and receivables registries) and enhanced tariff and penalty disclosures. Payment Schemes Settlors A payment scheme is set up and operated by a payment scheme settlor, which is the entity responsible for the payment scheme’s authorization and function. Payment scheme settlors, for Brazilian regulatory purposes, are the legal entities responsible for managing the rules, procedures and the use of the brand associated with a payment scheme. Brazilian Central Bank’s regulations, in Article 3 of Annex I of BCB Resolution 150/2021, require that payment scheme settlors must be (i) incorporated in Brazil, (ii) have a corporate purpose compatible with its payments activities; and (iii) have the technical, operational, organizational, administrative and financial capacity to meet their obligations. They must also have clear and effective corporate governance mechanisms that are appropriate for the needs of payment institutions and the consumers of payment schemes. 144 Payment Institutions A payment institution is defined as the legal entity that participates in one or more payment schemes and is dedicated, alternatively or cumulatively, to the activities described in Law 12,865/2013, including but not limited to the execution of the remittance of funds to the receivers in payment schemes. Specifically, based on the Brazilian payment regulations, payment institutions are entities that can be classified into one of the following four categories, according to Article 3 of BCB Resolution No. 80/2021: ● issuers of electronic currency (prepaid payment instruments): these payment institutions manage prepaid payment accounts for cardholders or end-consumers. They carry out payment transactions using electronic currency deposited into such prepaid accounts, and convert the deposits into physical or book-entry currency or vice versa. ● issuers of post-paid payment instruments (e.g., credit cards): these payment institutions manage payment accounts where the end-user intends to make payment on a post-paid basis. They carry out payment transactions using these post-paid accounts. ● acquirers: these payment institutions do not manage payment accounts, but enable merchants to accept payment instruments issued by a payment institution or by a financial institution that participates in a payment scheme. They participate in the settlement process for payment transactions by receiving the payment from the card issuer and settling with the merchant. ● Payment Initiator Service Provider (PISP): these payment institutions render initial payment services whereby it does not (i) manage the account from which the payment is being made; and (ii) hold the fund during the rendering of the services. Payment institutions must operate in Brazil and must have a corporate purpose that is compatible with payments activities. As for payment schemes, the regulations applicable to payment institutions depend on certain features, such as the annual cash value of transactions handled by the payment institution or the value of resources maintained in prepaid payment accounts. Certain financial institutions have specific exemptions from the requirement to obtain authorization from the Brazilian Central Bank to act as a payment institution and provide payment services. Furthermore, certain payment institutions are not subject to the legal and regulatory framework applicable to the payment industry in Brazil. This applies, for example, to payment institutions that only participate in limited-purpose payment schemes and payment institutions that provide services in the scope of programs set up by governmental authorities aimed at granting benefits to natural persons due to employment relationships. The CMN and Brazilian Central Bank’s regulations applicable to payment institutions cover a wide variety of issues, including: (i) penalties for noncompliance; (ii) the promotion of financial inclusion; (iii) the reduction of systemic, operational and credit risks; (iv) reporting obligations; and (v) governance. The regulations applicable to payment institutions also cover payment accounts (contas de pagamento), which are the end-user accounts, in registered (i.e., book-entry) form, which are opened with payment institutions that are card issuers of prepaid or post-paid instruments and used for carrying out each payment transaction. BCB Resolution 96/2021, in Article 3, classifies payment accounts into two types: ● prepaid payment accounts: where the intended payment transaction is executed when the funds have been deposited into the payment account in advance; and ● post-paid payment accounts: where the payment transaction is intended to be performed regardless of funds having been deposited into the payment account in advance. 145 In order to provide protection from bankruptcy, Law 12,865/2013 requires payment institutions that issue electronic currency to segregate the funds deposited in prepaid payment accounts from their own assets. In addition, with respect to prepaid electronic currency, the payment institutions must hold a portion of the funds deposited in the prepaid payment account in certain specified instruments, either in: ● a specific account with the Brazilian Central Bank, which pays interest linked to the SELIC rate, pursuant to the provisions of BCB Resolution No. 237, of March 16, 2023; or ● Brazilian government bonds registered with the Special Settlement and Custody System (Sistema Especial de Liquidação e Custódia), or the “SELIC.” Since July 1, 2023, payment institutions have been able to operate in the foreign exchange market, as long as they comply with certain rules, such as the restriction to only operate with electronic currency and operational thresholds, pursuant to BCB Resolution No. 277, of December 31, 2022, as amended, or “BCB Resolution 277/2022,” and subject to prior authorization. Instant Payment System (Pix) In 2020, the Brazilian Central Bank launched Pix, a payment system that allows real-time payments and transfers. The main goals of the Brazilian Central Bank with Pix are to foster innovation and differentiated services that meet the needs of end consumers, as well as expand and simplify the payment methods available, since less personal information is needed in order to materialize a payment. In this context, the Pix is an open ecosystem which various types of payment service providers can join. On August 12, 2020, the Brazilian Central Bank published BCB Resolution No. 1 or BCB Resolution 1/2020, which sets out implementation procedures and participation criteria for the Brazilian Instant Payments System (Sistema de Pagamentos Instantâneos), or “SPI,” and the Brazilian Central Bank’s instant payments arrangement. The arrangement requires that all financial and payment institutions authorized to operate by the Brazilian Central Bank and which have more than 500,000 active client accounts (including checking, savings and payment accounts) will mandatorily participate in the SPI and in the Brazilian Central Bank’s instant payments arrangement. Moreover, according to BCB Resolution 1/2020, as amended by Resolution No. 429 and starting January 1, 2025, only institutions authorized by the Brazilian Central Bank are authorized to operate in the Pix ecosystem. In addition to the traditional functionalities of Pix, such as transferring funds between individuals and/or legal entities, the Brazilian Central Bank is currently developing new tools to be integrated with Pix, enabling new possibilities to use Pix in different contexts. Such new functionalities are aligned with the Brazilian Central Bank’s goals to promote competitiveness and innovation in the means of payment business, foster financial inclusion, reduce costs related to means of payment and improve the user experience, which should be simple and secure. The following features have already been developed by the Brazilian Central Bank: ● Pix Collection (Pix Cobrança): As provided in the Subsection II of the Annexed Regulation to BCB Resolution 1/2020, Pix Collection is the possibility for a receiving user to easily manage and receive collections related to: o immediate payments, which are those related to business models in which payment must be made at the same time of the collection, such as physical points of sale and e-commerce; 146 o payments with maturity date, which are those related to business models in which the payment can be made at a future date, with the possibility of covering interest, fines, other additions, discounts and other rebates; and o payments related to the facilitation of cash withdraw service, meaning those related to the receipt of Pix transactions for cash withdraw or change purposes, as requested by the withdrawing person, to enable the availability of funds to the paying user under Pix Withdraw and Pix Change products, further described below. ● Pix Withdraw and Pix Change (Pix Saque and Pix Troco): As provided in the Subsection III of the Annexed Regulation to BCB Resolution No. 1/2020, Pix Withdraw consists of a transaction in which a payer user, holding a transactional account in any Pix participant, issues a Pix with the purpose of making a withdraw from their transactional account to the transactional account of a withdraw service facilitator or withdraw agent, receiving funds in paper money in an amount corresponding to the payment made. Pix Change consists of a transaction in which a payer user, holding a transactional account at any Pix participant, upon making a purchase at a withdraw agent that is a merchant or a corresponding withdraw facilitator service, issues a Pix with the purpose of changing from their transactional account to the transactional account of the withdraw agent, receiving funds in paper money in an amount corresponding to the difference between the Pix for the purpose of change and the purchase amount. ● Scheduled Pix (Pix Agendado): As provided in the Subsection I of the Annexed Regulation to BCB Resolution 1/2020, scheduled Pix consists of the possibility of a payer user to schedule a Pix for a certain future date. The request for a Scheduled Pix should be retained in the internal systems of the transactional account provider participant, not affecting the transactional wallet balances of the payer user, until the time of initiation of the Pix transaction. In the event of lack of sufficient funds in the payer user’s account on the scheduled date for Pix, the initiation of the transaction is not authorized. ● Automated Pix (Pix Automático): As provided in the Subsection IV of the Annexed Regulation to BCB Resolution 1/2020, Automated Pix enables automatic recurring payments through a single authorization by the payer. Payees (e.g., utilities) may generate recurring payments using the Pix rail without the need for individual agreements with the payer’s payment service providers. Under recent updates, CMN Resolution No. 5,251, of September 25, 2025, and BCB Resolution No. 505, of September 22, 2025, provided new requirements to require debit authorizations with corporate or non-regulated payees to follow Automated Pix rules and require depositary and recipient institutions to update contracts and related procedures. In addition, Guaranteed Pix (Pix Garantido) is currently under development by the Brazilian Central Bank. With Guaranteed Pix, consumers would be able to pay for their purchases, with a guarantee of payment to the recipient of the funds by the financial institution holding the checking account; this feature remains under development with launch expected in the long term (not expected at least until 2027). Installment Pix is being designed as a new product that will allow the payer to obtain credit to split a Pix transaction into installments, with the recipient receiving the full amount instantly and a standardized user experience for the installment process; this proposal is currently under discussion, while other non-official initiatives are already being offered by financial institutions. Financial Institutions Regulation General Rules The current Brazilian banking and financial system was established by Brazilian Federal Law No. 4,595, of December 31, 1964, as amended, or “Law 4,595/1964.” 147 Law 4,595/1964 set forth the structure of the National Financial System (Sistema Financeiro Nacional), or the “SFN,” which consists of the CMN, the Brazilian Central Bank, Banco do Brasil S.A., the National Bank for Economic and Social Development (Banco Nacional de Desenvolvimento Econômico e Social), or the “BNDES,” and other public or private financial institutions. Moreover, while the following entities are not covered by the Banking Law, they play key roles in the financial system, including: the CVM, the Brazilian Private Insurance Authority (Superintendência de Seguros Privados), or the “SUSEP,” the National Superintendency of Pension Plans (Superintendência Nacional de Previdência Complementar), or the “PREVIC,” the National Private Insurance Council (Conselho Nacional de Seguros Privados), or the “CNSP,” the National Council for Pension Plans (Conselho Nacional de Previdência Complementar), or the “CNPC”, and the Board of Appeals of the National Financial System (Conselho de Recursos do Sistema Financeiro Nacional – CRSFN). Brazilian Federal Law No. 4,728, of July 14, 1965, as amended, or “Law 4,728/1965,” regulates the Brazilian capital markets establishing standards and several other mechanisms. Moreover, pursuant to Brazilian Federal Law No. 6,385, of December 7, 1976, as amended, or “Law 6,385/1976,” the distribution and issuance of securities in the market, trading of securities and settlement and/or clearance of securities transactions all require prior authorization by the CVM. The banking and capital markets regulatory framework in Brazil is further supplemented by regulation issued by the CMN, CVM and the Brazilian Central Bank, and self-regulation policies, such as those issued by several associations, over-the-counter organized markets and securities exchanges, that govern their members and participants, such as the Brazilian stock exchange – Brasil, Bolsa, Balcão, or the “B3,” the Brazilian Association of Financial and Capital Markets Entities (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais), or “ANBIMA,” and the Brazilian Association of Investment Analysts (Associação dos Analistas e Profissionais do Mercado de Capitais), or “APIMEC.” The incorporation and operation of financial institutions in Brazil depend on prior authorization from the Brazilian Central Bank. Pursuant to Decree No. 10,029 of September 26, 2019, the Brazilian Executive Branch granted authority for the Brazilian Central Bank to approve foreign investments in financial institutions. Such decree was further regulated by BCB Circular No. 3,977, of January 22, 2020 and foreign investments in financial institutions are also subject to oversight from the CVM when they participate in the Brazilian capital markets (such as PicPay Invest). Financial institutions in Brazil may operate under various forms, such as commercial banks, investment banks, credit, financing and investment companies, cooperative banks, leasing companies, securities brokerage firms, securities dealership firms, real estate credit companies, mortgage companies, among others, all of which are regulated by different rules issued by the CMN, the Brazilian Central Bank and the CVM (if such financial institutions participate in capital markets activities). In addition, similarly to financial institutions, stock exchanges are also subject to CMN, Brazilian Central Bank and the CVM approval and regulation as well as to regulation established by Brazilian Federal Law No. 4,728, of July 14, 1965, as amended, or “Law 4,728/1965.” Pursuant to Law 4,595/1964, CMN Resolution No. 4,970, of November 25, 2021, as amended, or “CMN Resolution 4,970/2021” and CMN Resolution 5,008/2022, financial institutions, such as PicPay Bank, PicPay Invest Crednovo, and securities brokerage and dealership firms (CTVMs and DTVMs), such as PicPay Invest, must seek approval from the Brazilian Central Bank when appointing managers (including directors, officers and members of certain statutory boards, such as fiscal councils), as provided in Article 3, V, of CMN Resolution 4,970/2021. According to Law 4,728/1965, for securities dealership firms (such as PicPay Invest), managers are subject to further restrictions and are prohibited from working for or fulfilling any administrative, advisory, tax or decision-making positions at entities listed on the Brazilian stock exchange. In addition, managers of PicPay Invest are prohibited from filling managerial functions in other brokerage firms authorized to carry out foreign exchange transactions pursuant to CMN Resolution No. 5,009, of March 24, 2022, as amended, or “CMN Resolution 5,009/2022.” 148 Pursuant to Article 2 of CMN Resolution No. 5,043 of November 25, 2022, as amended, or “CMN Resolution 5,043/2022,” with the exception of (i) equity interests typically held in proprietary investment portfolios by investment banks, development banks, development agencies and multi-purpose banks; (ii) temporary equity interests not categorized as permanent assets (ativos permanentes) and not subject to consolidation by the financial institution; and (iii) minority equity interests in financial organizations and institutions abroad, made exclusively for the purpose of gaining access to export financing instruments and the international transfer of resources, financial institutions must receive prior authorization from the Brazilian Central Bank to hold capital interest in other companies. In order to receive authorization, the financial institutions’ activities must justify the need to hold capital interest in other companies. However, should the financial institutions participate in underwriting activities under certain exceptions established by the CMN, they will not need to provide such justification. According to Law 4,595/1964, Brazilian financial institutions are prohibited from granting loans or cash advances to their managers (officers, directors, and members of advisory boards, as well as their relatives). Certain exceptions to such restrictions are set forth in CMN Resolution No. 4,693 of October 29, 2018, as amended, or “CMN Resolution 4,693/2018.” Multi-Purpose Banks According to CMN Resolution No. 5,060 of February 16, 2023, as amended, or “CMN Resolution 5,060/2023,” Brazilian multi-purpose banks (such as PicPay Bank) are subject to extensive and continuous regulatory scrutiny by Brazilian authorities. Multi-purpose banks conduct at least two types of banking activities, according to Article 4 of CMN Resolution 5,060/2023, provided that at least one of such activities is either commercial or investment banking. Banking regulation is enforced by the relevant government entities and regulators with the goal of controlling credit availability and reducing or increasing consumption. Certain controls are temporary in nature and may vary from time to time in accordance with the relevant government’s or regulator’s credit policies, including: ● minimum capital requirements; ● compulsory reserve requirements; ● lending limits and other credit restrictions; and ● accounting and statistical requirements. The following rules are applicable to multi-purpose banks (such as PicPay Bank): ● they must ensure the adequacy of products and services for consumers’ needs, interests and objectives, as well as the integrity, reliability, security and confidentiality of transactions, services and products; ● they may not own real estate other than the property they occupy, unless they take possession of real estate in satisfaction of a debt or when expressly authorized by the Brazilian Central Bank, subject to certain CMN rules. Moreover, the total amount of fixed assets must be limited to fifty per cent (50%) of the institution’s regulatory working capital; ● they must comply with the principles of selectivity, guarantee, liquidity and risk diversification; 149 ● financial institutions are prohibited from granting loans or advances without an appropriate agreement formalizing such debt; ● financial institutions may not grant loans to, or guarantee the transactions of, their affiliates, except in certain limited circumstances (refer to “—Other Rules” below); ● the registered capital and total net assets of financial institutions must be compatible with the rules governing share capital and minimum capitalization enforced by the Brazilian Central Bank for each type of financial institution; and ● financial institutions shall maintain internal policy and procedures governing their relationships with clients and consumers of their products and services. On September 26, 2019, CMN issued Resolution No. 4,753, as amended, or “CMN Resolution 4,753/2019,” which, effective as of January 1, 2020, replaced and consolidated several sparse CMN Resolutions dealing with the opening of bank accounts, which were issued over the years due to changes made to enable the creation of new products and services for specific public and clients, such as the rules applicable to “simplified accounts” previously governed by CMN Resolution No. 3,211, of June 30, 2004, and CMN Resolution No. 4,480, of April 25, 2016, which previously regulates the opening and closing of bank deposit accounts by Brazilian residents through the exclusive use of electronic means and establishes terms and conditions applicable thereto. In addition, CMN Resolution No. 4,949, of September 30, 2021, as amended, or “CMN Resolution 4,949/2021,” sets forth procedures to be adopted by financial institutions with respect to client relationship. With the purpose to enable the use of more modern and efficient technology to attract new consumers through electronic service channels (a process known as digital onboarding), CMN Resolution 4,753/2019 removed from the regulatory framework several existing restrictions arising from the adoption of procedures relating to physical handling of documents, such as the requirement that the identification and location details of the client must be physically checked, as previously established by Resolution No. 2,025, of November 24, 1993. The Brazilian Central Bank acknowledged that there are currently more efficient and secure ways of verifying data by electronic means, which reduces administrative costs. The integration of modern technology such as Application Programming Interfaces, or “APIs,” big data and Blockchain / Distributed Ledger Technology, or “DLT,” has incentivized the CMN and the Brazilian Central Bank to develop new rules in connection with Agenda BC#, which is the Brazilian Central Bank innovation program, and the regulatory framework tends to evolve accordingly. Regulatory authorities are striving to create technological solutions that would plug the gaps from traditional inefficiencies in the banking system. The regulators have expressed significant interest in the benefits and efficiencies that such technology may bring to the banking industry and to its financial inclusion strategies. Pursuant to Article 2 of CMN Resolution No. 4,893, of February 26, 2021, as amended, or “CMN Resolution 4,893/2021,” financial institutions and other institutions authorized to operate by the Brazilian Central Bank must implement cybersecurity policies in order to ensure the integrity of their data systems. Under CMN Resolution 4,893/2021, which regulates cybersecurity policies and the requirements for contracting data processing, storage and cloud computing services, covered institutions are required to appoint an officer who will be responsible for implementing and overseeing cybersecurity policy and to adopt procedures and controls to prevent and respond to cybersecurity incidents. CMN Resolution 4,893/2021 also requires relevant institutions to provide an annual report to the Brazilian Central Bank disclosing any cybersecurity incidents, as well as remediation efforts. In addition, communication to the Brazilian Central Bank is required should any third-party service providers be hired for data processing, storage and cloud computing services. When services are rendered abroad, there are additional requirements for contracting, including the existence of a cooperation agreement between the Brazilian Central Bank and the supervisory authority of the foreign country, or, absent such cooperation agreement, such contracting is subject to prior approval of the Brazilian Central Bank. 150 Securities Brokerage and Dealership Firms (CTVMs and DTVMs) Securities trading in stock exchange markets shall be carried out exclusively by securities brokerage or dealership firms (such as PicPay Invest) and certain other authorized institutions. Brokerage and dealership firms are part of the SFN and subject to regulation and oversight of the CMN, the Brazilian Central Bank and the CVM. Securities brokerage and dealership firms must be authorized by the Brazilian Central Bank to trade on the stock exchange market. Among other roles, securities brokerage and dealership firms and certain other authorized institutions may act as underwriters in the public offering of financial instruments and may participate in the foreign exchange trades in any foreign exchange market, subject to certain limitations, as set forth in the Brazilian Central Bank’s regulations. Brokerage and dealership firms are regulated by CMN Resolution 5,008/2022, which allows such entities to engage in the following activities (among others): ● trading in stock exchanges; ● underwriting; ● intermediating public offerings; ● managing investment portfolios; and ● intermediating foreign currency trades. In addition to CMN Resolution 5,008/2022, brokerage and dealership firms are also subject to regulations issued by the CVM. Pursuant to the rules set forth by the Brazilian Central Bank, brokerage and dealership firms (such as PicPay Invest) cannot execute transactions that may result in loans, facilities or cash advances to their clients, including through synthetic transactions (such as assignment of rights), with the exception of margin transactions and other limited transactions. Moreover, brokerage and dealership firms can neither charge commissions in connection with trades during primary distribution, nor purchase real property, except for their own use or as payment under “bad debts” (in which case, the asset must be sold within a year). Credit Fintechs (SCDs and SEPs) CMN enacted Resolution No. 4,656 on April 26, 2018, subsequently replaced by CMN Resolution No. 5,050, of November 25, 2022, as amended, or “CMN Resolution 5,050/2022,” with the purpose to regulate online lending fintechs and established two new categories of financial institutions. Pursuant to CMN Resolution 5,050/2022 and Law 4,595/1964, the following new categories of financial institutions are the only financial institutions authorized to grant credit through electronic platforms: ● On-Line Lending Company (sociedade de crédito direto), or “SCD,” which is a financial institution that carries out loan transactions, financing and acquisition of credit rights exclusively through an electronic platform, using mainly its own capital as financial source for such transactions. The SCDs are authorized to assign credits related to their own transactions to: (i) financial institutions; (ii) investment funds; or (iii) securitization companies, provided that the quotas of the investment funds and the securitization assets issued by the securitization company are offered exclusively to qualified investors; and 151 ● Peer-to-Peer Lending Company (sociedade de empréstimo entre pessoas), or “SEP”: which is a financial institution that intermediates lending and financing transactions between individuals, exclusively through an electronic platform (such as Crednovo). Creditors may be individuals, financial institutions, investment funds exclusively destined to qualified investors, securitization companies or other legal entities, but similarly to the SCD, the quotas of the investment funds and the securitization assets issued by the securitization company can only be offered to qualified investors. CMN Resolution 5,050/2022 limits the exposure of non-qualified investors (as per CVM regulation) to R$15,000.00 per debtor, for transactions intermediated by the same SEP. As financial institutions, SCDs and SEPs, among other provisions: ● are free to charge any compensatory interest rates, without caps or limitations, being excluded from the restrictions imposed by Decree No. 22,626, of April 7, 1933, as amended, or the “Brazilian Usury Law”; ● will have direct access to the Credit Risk Data System of the Brazilian Central Bank (Sistema de Informação de Crédito), or “SCR,” for credit purposes analysis; ● perform credit collection for third parties and consumers (in the case of SEPs); ● issue electronic currency and post-paid instruments, in accordance with applicable regulation; and ● may opt to have direct access to the SPB, which allows the performance of domestic wire transfers and issuance of bank slips (boletos) without the intervention of a traditional financial institution. On the other hand, SCDs and SEPs must comply with certain key governance, compliance and supervision requirements applicable to all the institutions that are a part of the SFN, such as: minimum requirement of paid-in capital stock and net equity, prior authorization to operate, banking secrecy, establishment of internal controls and procedures, implementation of risk management structures, observation of know your client, anti-money laundering and counter terrorist financing rules, cybersecurity rules, constitution of ombudsman office and preparation of accounting statements pursuant to the Standard Chart of Accounts of the National Financial System (Plano Contábil das Instituições do Sistema Financeiro Nacional, or “COSIF,” administrative penalties for noncompliance, among others. Both companies are subject to prior licensing from the Brazilian Central Bank in order to operate, following the procedure set forth by this new regulatory framework. Licensing requirements are slightly simpler (the business plan, for instance, is replaced by a statement of reasons), but are generally similar to those already in place for financial institutions, such as: (i) identifying the controlling group; (ii) proving financial and economic capacity, expertise and know-how; and (iii) showing evidence of approval from the applicant’s officer members. Securities Custodians According to CVM Resolution No. 32, of May 19, 2021, as amended, or “CVM Resolution 32/2021,” the provision of securities custody services includes: ● in the event of the provision of services to investors: (i) the preservation, control and reconciliation of securities positions in custody accounts held in the name of the investor; (ii) the handling of trading instructions received from investors or persons legitimized by agreement or mandate; and (iii) the handling of events incident to the securities under custody; and 152 ● in the event of services being provided to issuers: (i) the physical safekeeping of non-book-entry securities; and (ii) carrying out the procedures and registrations necessary for the centralized deposit regime to be effective and applied to securities. In order to be able to provide the services listed above, it is necessary to apply for authorization with the CVM, which is granted to commercial, multiple or investment banks, savings banks, brokerage firms or securities dealership firms (such as PicPay Invest), and entities providing clearing and settlement services and centralized securities depository. In addition, in order to be able to apply to provide custody services, the applicant must: ● set up and maintain operational and technological capacity for the performance of its activities, with a view to the satisfactory provision of custody services, in particular with regard to guaranteeing the quality and confidentiality of information; and ● set up and maintain secure computerized processes and systems suitable for carrying out its activities, so as to enable the recording, processing and control of positions and custody accounts. The aforementioned processes and systems must be compatible with the size, characteristics and volume of the operations for which the institution is responsible, as well as with the nature and type of the securities under its custody. Further, in order to apply for authorization to provide securities custody services, the institution must demonstrate economic and financial capacity compatible with the operations to be carried out. Investment Portfolio Trustees The activity of managing securities portfolios is also regulated by the CVM. CVM Resolution No. 21, of February 25, 2021, as amended, or “CVM Resolution 21/2021,” defines securities portfolio management activities as professional activities directly or indirectly related to the operation, maintenance and management of securities portfolios, including the investment of funds in the securities market on behalf of and in the name of clients. CVM Resolution 21/21 provides for two categories of securities portfolio managers: ● investment portfolio trustees (such as PicPay Invest); and/or ● investment portfolio managers. In order to be accredited by the CVM to carry out this activity, legal entities acting as securities portfolio administrators must: ● be headquartered in Brazil; ● have securities portfolio administration as their corporate purpose and be duly incorporated and registered with the National Register of Legal Entities (Cadastro Nacional da Pessoa Jurídica), or “CNPJ”; ● have one or more officers duly accredited as asset managers, responsible for the activity of securities portfolio management, under the terms of CVM Resolution 21/2021; 153 ● appoint an officer responsible for compliance and an officer responsible for risk management; ● be controlled by shareholders (direct and indirect) who have an unblemished reputation and who have not been convicted of certain crimes detailed in article 3, VI, of CVM Resolution 21/2021; ● appoint officers who are not prevented or suspended from holding office in a financial institution or other entities authorized to operate by the CVM, the Brazilian Central Bank, SUSEP or PREVIC, and who have not been prevented from carrying out securities portfolio management activities by a judicial or administrative decision; ● put in place and maintain personnel and information technology resources appropriate to the size and types of investment portfolios managed; and ● sign and provide the CVM with the appropriate forms to prove the capacity of their partners and officers to carry out such activities, under the terms of CVM Resolution 21/2021. Under CVM Resolution 21/2021, in Article 18, portfolio managers must, among other requirements, conduct their activities with good faith, transparency, diligence and loyalty in dealing with their clients and perform their duties in such a way as to meet their clients’ investment objectives. Article 16 of CVM Resolution 21/2021 also requires portfolio managers to maintain a website on the internet, with various up-to-date information, including, but not limited to: ● a reference form to be filled in annually; ● a code of ethics; ● rules, procedures and a description of internal controls to comply with CVM Resolution 21/2021; ● a risk management policy; ● a securities trading policy for managers, employees, collaborators and the company itself; ● a manual for pricing the assets of the securities portfolios it manages, even if this manual has been developed by third parties; and ● a policy for apportioning and dividing orders between securities portfolios. In addition, according to Article 20 of CVM Resolution 21/2021, securities portfolio managers are prohibited from: ● advertising guaranteed levels of profitability, based on the historical performance of the portfolio or securities and securities market indices; ● modifying the basic characteristics of the services it provides without prior formalization in accordance with the agreement and regulations; ● making any promises regarding future portfolio returns; 154 ● contracting or making loans on behalf of their clients, subject to certain exceptions established in the applicable regulations; ● providing a guarantee, endorsement, acceptance or co-obligation in any other form in relation to the assets it manages; ● neglecting, under any circumstances, to defend the rights and interests of the client; ● trading in the securities of the portfolios it manages for the purpose of generating brokerage or rebate income for itself or for third parties; or ● subject to certain exceptions established in CVM Resolution 21/2021, acting as a counterparty, directly or indirectly, in business with portfolios it manages. Virtual Assets Service Providers (VASPs) Law No. 14,478, of December 21, 2022, or “Law 14,478/2022,” sets forth Brazil’s legal framework for virtual asset services and regulates Virtual Asset Service Providers, or “VASPs.” Under Law 14,478/2022, virtual asset is defined as a digital representation of value that may be electronically traded or transferred and used for payment or investment purposes, excluding: (i) domestic and foreign currencies; (ii) electronic currency as defined under Law 12,865/2013; (iii) instruments that provide their holder with access to specified products, services, or benefits derived therefrom, including loyalty program points and rewards (i.e., utility tokens); and (iv) representations of assets whose issuance, registration, trading, or settlement is established by applicable law or regulation, such as securities and other financial assets (i.e., security tokens). Law 14,478/2022 also defines VASP as a legal entity that, on behalf of third parties, performs at least one of the following virtual assets activities: (i) exchange between virtual assets and fiat currency; (ii) intermediation of virtual assets; (iii) transfer of virtual assets; (iv) custody or administration of virtual assets or instruments enabling control over them; or (v) participation in financial services related to the offering or sale of virtual assets. Additional services directly or indirectly related to virtual asset activities may be authorized by the competent federal authority. Following the enactment of Law 14,478/22, the Brazilian Central Bank, as the authority responsible for regulating the provision of virtual assets services and the operations of VASPs, issued, on November 10, 2025, Resolutions No. 519, or “BCB Resolution 519/25,” 520, or “BCB Resolution 520/25,” and 521, or “BCB Resolution 521/25,” respectively regulating the licensing process applicable to VASPs, the general rules related to the organization and operations of VASPs, and the foreign exchange registrations related to cross-border virtual assets transactions. Pursuant to BCB Resolution 520/25, VASPs must operate under one of three regulated modalities, each defined by the scope of services performed on behalf of clients: (i) intermediary of virtual assets; (ii) custodian of virtual assets; and (iii) exchange (i.e., combining both intermediation and custody). BCB Resolution 520/25 classifies VASPs by modality and restricts cross-activity combinations, except where expressly authorized, thereby structuring the market by function and corresponding controls, governance, and client-facing obligations. Under BCB Resolution 520/25, an intermediary of virtual assets has as its corporate purpose the intermediation of virtual assets and may, solely on behalf of third parties, subscribe issuances, buy, sell and exchange virtual assets, administer portfolios comprising virtual assets and financial instruments, act as fiduciary agent in virtual asset market operations, perform staking operations, and conduct foreign exchange-related virtual asset services, among other activities authorized by the BCB. Intermediaries may also, with prior notice or authorization where applicable, act as e-money issuers, liquidity providers, market makers, or providers of financial services such as issuer advisory and independent financial counseling, subject to applicable BCB and CVM rules and any specific foreign exchange regulations for activities related to foreign exchange, or FX. 155 On the other hand, a custodian of virtual assets has as its corporate purpose the custody of virtual assets and is responsible for safeguarding and controlling instruments that confer control over virtual assets (such as private keys); maintaining accurate, timely position records and reconciliations; carrying out client instructions; handling events affecting the assets; and administering data and information necessary to exercise rights. Only custodians authorized to perform the full set of core custody functions may offer staking for clients, and any technology service engaged by a custodian must not enable the technology provider to interfere with core custody activities or clients’ exercise of rights. Such arrangements are deemed relevant outsourcing and are subject to prudential outsourcing and cloud rules applicable to BCB-supervised institutions. An exchange (corretora de ativos virtuais), in its turn, combines, as its corporate purpose, both intermediation and custody of virtual assets, effectively operating as an integrated broker-custodian platform under a single license. By contrast, standalone intermediaries and standalone custodians are prohibited from combining activities of other modalities, which prevents unlicensed commingling of functions and reinforces the separation of roles unless the entity is formally licensed as an exchange. Across modalities, BCB Resolution 520/25 sets forth baseline operational and prudential requirements, including: segregation of client funds and assets from the VASP’s own; prohibitions on using client assets for proprietary transactions (with narrow, disclosure-based exceptions, such as staking under specific safeguards or express consent from qualified/professional investors); robust governance, risk management, cybersecurity, and AML/CFT frameworks; conflict-mitigation and transparency obligations; and enhanced disclosures regarding services, risks, safeguards, and the absence of deposit-insurance coverage for virtual assets. These safeguards are designed to protect client rights, ensure orderly operations, and harmonize VASPs with standards applicable to BCB-supervised financial institutions. BCB Resolution 520/25 also clarifies that, in addition to licensed VASPs, the following BCB-authorized institutions may provide virtual assets intermediation and custody services: commercial, exchange, investment and multi-purpose banks, Caixa Econômica Federal, securities brokerage and dealership firms, and foreign-exchange brokers (limited to intermediation). These activities are subject to eligibility, prior formal communication to the BCB (with a 90-day stand-still for new entrants) and supervisory conditions, including independent technical certification where applicable. BCB Resolution 519/25 establishes the authorization processes applicable to VASPs and certain broker-dealers, setting minimum requirements for authorization, including controlling shareholders’ financial capacity and lawful capital, business viability, IT and governance adequacy, and fit-and-proper and technical capacity of controlling shareholders and managers. Transactions subject to prior BCB approval include: authorization to operate, changes in VASP modality, transfers of control and reorganizations (merger, spin-off, incorporation), corporate transformations, appointments to management positions, and capital and corporate purpose changes. For VASPs already active prior to February 2, 2026, the licensing runs in two phases: phase 1 (evidence of activity; assessment of controllers/qualified holders and basic prudential conditions) and phase 2 (full compliance with remaining requirements). If an application is denied or archived with final effect, incumbents must cease operations and arrange the orderly return of clients’ virtual assets and funds. BCB Resolution 521/25 integrates specific virtual-asset services into the FX framework, listing activities such as international payments or transfers with virtual assets, transfers to/from self-hosted wallets, and buy/sell or swaps of fiat-referenced virtual assets. It imposes operational limits and conditions, including maximum values when the counterparty is not an FX-authorized institution (e.g., US$ 100,000 for VASPs and US$ 500,000 for certain brokers/banks), a prohibition on buying/selling virtual assets with payment in foreign currency, and enhanced data and monthly reporting duties, including purpose codes, counterpart data, and self-custody wallet identification. It also provides a transitional rule allowing incumbents to continue FX-related virtual asset services while they apply for authorization, which must include a request to operate in the FX market. The BCB rules entered into force on February 2, 2026. VASPs already operating as of that date benefit from a transitional “grandfathering” regime. Such entities must submit a licensing application to the BCB within 270 days from February 2, 2026, and evidence compliance with core risk, cybersecurity, AML/CFT, sanctions, and accounting/audit requirements. If a timely application is filed, the VASP may continue providing its existing services during the authorization process, but it may not assume a different modality until the process concludes. Entities that fail to apply on time must cease operations within thirty days after the deadline. These transitional provisions align legacy operators to the new framework while avoiding market disruption during the authorization period. 156 On March 1, 2026, the CMN and the Brazilian Central Bank issued new regulations further developing the regulatory framework applicable to VASPs in Brazil. In particular, CMN Resolution No. 5,280/2026 clarified that VASPs are subject to the bank secrecy regime set forth under Brazilian law, requiring the confidentiality of client and user information and limiting the circumstances under which such information may be shared. CMN Resolution No. 5,281/2026 and BCB Resolution No. 550/2026 provided accounting standards applicable to virtual assets held on the balance sheet of regulated entities, including rules for their recognition, measurement, derecognition and disclosure, generally requiring measurement at fair value with changes recognized in income, subject to certain exceptions, as well as enhanced disclosure requirements regarding virtual asset exposures and associated risks. In connection with these developments, the Brazilian Central Bank also issued BCB Normative Ruling No. 712/2026 and BCB Normative Ruling No. 713/2026, which established additional operational and reporting requirements applicable to entities providing virtual asset services or seeking authorization to do so. These requirements include obligations to register information with the Brazilian Central Bank regarding the provision of virtual asset services, as well as to submit periodic information relating to custody activities, reserves and other relevant operational data, including, in certain cases, on a daily or monthly basis, and may apply during the authorization process and on an ongoing basis thereafter. Furthermore, on March 3, 2026, the Brazilian Central Bank issued BCB Resolution No. 552/2026 and BCB Resolution No. 553/2026, which expanded the application of a broad set of prudential, governance, internal controls and conduct requirements to VASPs. These regulations extend to VASPs various requirements previously applicable to other institutions authorized to operate by the Brazilian Central Bank, including those related to internal controls, compliance, cybersecurity, customer relations, fraud prevention, internal audit and governance structures. BCB Resolution No. 553/2026 clarified that VASPs are subject to the accounting framework applicable to institutions authorized to operate by the Brazilian Central Bank, including the requirement to prepare financial statements in accordance with the accounting standards applicable to the Brazilian Financial System. These regulatory developments reflect the ongoing integration of VASPs into the broader regulatory framework applicable to financial and payment institutions in Brazil and may result in increased compliance, operational and reporting requirements for entities that engage, or intend to engage, in activities involving virtual assets. Insurance Regulation CNSP and SUSEP are the authorities responsible for regulating the Brazilian National Private Insurance System (“SNSP”), which is composed by insurance and reinsurance companies, entities operating open-ended private pension funds, capitalization companies and insurance and reinsurance brokers. Decree-Law No. 73 of November 21, 1966 (“Decree-Law 73”) is the main law regulating the insurance industry and both CNSP and SUSEP are responsible for issuing consequential and more detailed regulations. CNSP is the policy board for the insurance market. It was formed to set general governmental policies regarding private insurance and capitalization. Later, open-ended private pension funds were also included in its purview. SUSEP further details the rules enacted by the CNSP, and supervises the entities of the SNSP through reports, dashboards, routine inspections and disciplinary proceedings in the administrative sphere. Insurance companies are subject to capital and solvency requirements and must create and maintain technical reserves invested in specified categories of securities; consequently, they rank among the principal investors in Brazil’s securities markets and are subject to CMN rules governing the investment of those reserves. Insurance companies may have two different types of assets: (i) free assets, which can be freely invested (except for a few prohibited transactions set forth in CNSP Resolution No. 432/2021); and (ii) assets that are invested specifically to create technical reserves and provisions, which must be invested according to CMN Resolution No. 4,993/2022, which are subject to more restricted regulations. Brazilian legislation requires insurers to obtain reinsurance when liabilities exceed technical limits set by CNSP and SUSEP, and such contracts may be executed through direct negotiation between insurers and reinsurers or via authorized reinsurance brokers operating in Brazil. If SUSEP decrees a special regime for an insurer—such as intervention, Regime de Administração Especial Temporária (RAET, or Temporary Special Administration Regime), or out-of-court liquidation—the controlling shareholders will be jointly and severally liable with the company’s former directors for obligations assumed by the insurer. In addition, their assets may be declared unavailable, as provided in Law No. 5,627/1970. On December 10, 2024, Law No. 15,040 was issued, setting forth private insurance rules, repealing prior provisions of the Brazilian Civil Code, and amending Decree No. 73/1966. This law has strong client-protection provisions and places challenges to insurers and reinsurers operating in Brazil. The law effectiveness starts on December 11, 2025 and practices and precedents may be reset given the new framework. 157 Kovr Seguradora operates in the following regulated lines of business, subject to CNSP and SUSEP rules: ● Life Insurance: Covers risks related to death, survival, or disability. SUSEP regulations require clear disclosure of coverage terms, exclusions, and benefit conditions, with specific rules for individual and group policies. ● Property Insurance (Patrimonial): Includes coverage for physical assets such as buildings, equipment, and inventory. CNSP resolutions define minimum coverage standards and risk classification criteria. ● Financial Insurance: Encompasses products like credit insurance, guarantee insurance, and performance bonds. These are subject to strict solvency and risk assessment requirements due to their financial nature. ● Capitalization: A hybrid product regulated by SUSEP, combining savings and lottery-like features (there are multiple sub-categories). Capitalization bonds must comply with specific rules on prize draws, redemption, and transparency. ● Civil Liability Insurance: Covers third-party claims for damage caused by the insured. CNSP and SUSEP regulations mandate minimum coverage levels and define liability scopes, including professional and environmental liability. Each of these lines must comply with detailed regulatory frameworks, including product registration, solvency requirements, consumer protection standards, and periodic reporting to SUSEP. Main Regulatory Authorities in Brazil National Financial System The main regulatory authorities in the Brazilian financial system are the CMN, the Brazilian Central Bank and the CVM. In addition, most Brazilian securities brokers, securities dealerships and asset managers are associated with and subject to the self-regulatory rules issued by ANBIMA. Moreover, trading segments managed by B3 are self-regulated and supervised by BSM Supervisão de Mercados, or “BSM,” a non-profit organization that forms part of the B3 group. CMN The CMN is the main monetary and financial policy authority in Brazil, responsible for creating financial, credit, budgetary and monetary rules. The current Brazilian banking and financial institutional system was established by Law 4,595/1964. According to Law 4,595/1964, the CMN’s main responsibilities are to oversee the regular organization, operation and inspection of entities that are subject to Law 4,595/1964, as well as the enforcement of applicable penalties. In addition, Law 4,728/1965 delegates to the CMN the power to set general rules for underwriting activities for resale, distribution or intermediation in the placement of securities, including rules governing the minimum regulatory capital of the companies that contemplate the underwriting for resale and distribution of instruments in the market and conditions for registration of the companies or individual firms which contemplate intermediation activities in the distribution of instruments in the market. The CMN has power to regulate credit transactions involving Brazilian financial institutions and Brazilian currency, supervise the foreign exchange and gold reserves of Brazil, establish saving and investment policies in Brazil and regulate the Brazilian capital markets. The CMN also oversees the activities of the Brazilian Central Bank, the CVM and the SUSEP. The CMN also has the following functions: (i) coordinating monetary, credit, budget and public debt policies; (ii) establishing policies on foreign exchange and interest rates; (iii) seeking to ensure liquidity and solvency of financial institutions; (iv) overseeing activities related to the stock exchange markets; (v) regulating the structure and operation of financial institutions; (vi) granting authority to the Brazilian Central Bank to issue currency and establish reserve requirement levels; and (vii) establishing general guidelines for the banking and financial markets. Brazilian Central Bank The activities of financial institutions are subject to limitations and restrictions. The Brazilian Central Bank is responsible for implementing those CMN policies that are related to monetary, credit and foreign exchange control matters; regulating Brazilian financial institutions in the public and private sectors and monitoring and regulating foreign investments in Brazil. 158 The President of the Brazilian Central Bank is appointed by the President of Brazil (subject to ratification by the Brazilian Senate) for a four-year term, always beginning on January 1 of the third year of the President of Brazil’s term in office. Law 4,595/1964 delegated to the Brazilian Central Bank the responsibility of permanently overseeing companies that directly or indirectly interfere in the financial and capital markets, controlling such companies’ operations in the foreign exchange market through operational proceedings and various modalities and supervising the relative stability of foreign exchange rates and balance of payments. In addition, Law 4,728/1965 determines that the CMN and the Brazilian Central Bank must exercise their duties related to the financial and capital markets with the purpose of, among other things, facilitating the public’s access to information related to bonds or securities traded in the market and on the companies that issue them, protecting investors from illegal or fraudulent issuances of bonds or securities, preventing fraud and manipulation modalities intended to create artificial conditions of the demand, supply or pricing of bonds or securities distributed in the markets and ensuring the observance of equitable commercial practices by professionals who participate in the intermediation of the distribution or trading of bonds or securities. The Brazilian Central Bank has authority over brokerage firms, financial institutions, companies or individual firms performing underwriting for resale and distribution of bonds or securities, and maintains a record on, and inspects the transactions of, companies or individual firms that carry out intermediation activities in the distribution of bonds or securities, or which conduct, for any purposes, the prospecting of popular savings in the capital market. Other important responsibilities of the Brazilian Central Bank are as follows: ● controlling and approving the organization, operation, transfer of control and corporate reorganization of financial institutions and other institutions authorized to operate by the Brazilian Central Bank; ● managing the daily flow of foreign capital and derivatives; ● establishing administrative rules and regulation for the registration of foreign investments; ● monitoring remittances of foreign currency; ● controlling the repatriation of funds (in case of a serious deficit in Brazil’s payment balance, the Brazilian Central Bank may limit remittances of profits and prohibit remittances of capital for a limited period); ● receiving compulsory collections and voluntary deposits in cash from financial institutions; ● executing rediscount transactions and granting loans to banking financial institutions and other institutions authorized to operate by the Brazilian Central Bank; ● intervening in the financial institutions or placing them under special administrative regimes, and determining their compulsory liquidation; and ● acting as depositary of the gold and foreign currency. 159 CVM The CVM is a federal authority responsible for implementing the CMN’s policies related to the Brazilian capital market and for regulating, developing, controlling and inspecting the securities market. The main responsibilities of the CVM are the following: ● regulating the Brazilian capital markets, in accordance with Brazilian corporation and securities laws; ● setting rules governing the operation of the securities market, including custodian and investment portfolio trustees; ● defining the types of financial institutions that may carry out activities in the securities market, as well as the types of transactions that they may perform and services that they may provide in such market; ● controlling and supervising the Brazilian securities market through, among others: o the approval, suspension and delisting of publicly held companies; o the authorization of securities brokerage and dealership firms to operate in the securities market and public offering of securities; o the supervision of the activities of publicly held companies, stock exchange markets, commodities and futures markets, financial investment funds and variable income funds; o the requirement of full disclosure of relevant events that affect the market, as well as the publication of annual and quarterly reports by publicly held companies; o the imposition of penalties; and o permanently supervising the activities and services of the securities market, as well as the dissemination of information related to the market and the amounts traded therein, to market participants. The CVM has jurisdiction to regulate and supervise financial investment funds and derivatives markets, a role previously fulfilled by the Brazilian Central Bank. Pursuant to Brazilian Federal Law No. 10,198, of February 14, 2001, as amended, and Brazilian Federal Law No. 10,303, of October 31, 2001, as amended, the regulation and supervision of both financial mutual funds and variable income funds and of transactions involving derivatives were transferred to the CVM. In compliance with Brazilian legislation, the CVM is managed by a president and four officers, all of whom are appointed by the President of Brazil (subject to ratification by the Brazilian Senate). The persons appointed to the CVM shall have strong reputations and be recognized as experts in the capital markets sector. CVM officers are appointed for a single term of office of five years, and one-fifth of the members shall be renewed on an annual basis. SUSEP SUSEP (Superintendência de Seguros Privados) is Brazil’s federal authority responsible for the supervision and regulation of the private insurance, reinsurance, capitalization (savings bonds), and open supplementary pension (vida e previdência aberta) markets. SUSEP operates under the policy directives of Brazil’s National Council of Private Insurance (Conselho Nacional de Seguros Privados – CNSP), which issues high-level resolutions setting the regulatory framework for the sector. SUSEP’s mandate encompasses the authorization and ongoing supervision of market participants, oversight of product offerings and distribution channels, prudential regulation designed to safeguard policyholder interests, and enforcement of market conduct standards. 160 SUSEP’s prudential regime includes licensing requirements for insurers and reinsurers, capitalization and solvency requirements, the establishment and valuation of technical reserves, and rules governing asset admissibility and investment concentration. Insurers must maintain sufficient solvency capital to cover underwritten risks and match liabilities/exposures with appropriately valued technical provisions, supported by robust internal controls and risk management frameworks. The regulator also sets governance expectations, including oversight of risk, compliance, actuarial function, and internal audit. SUSEP conducts routine inspections and requires periodic financial and regulatory reporting, including statutory accounts and solvency metrics, to monitor ongoing compliance. From an operational perspective, SUSEP regulates product design, policy wording, distribution relationships and disclosure of information, with certain products subject to prior approval or standardized conditions. Distribution activities – whether by brokers, bancassurance partners, direct channels, or digital platforms – are governed by rules addressing risk allocation, business practices and consumer protection. SUSEP’s enforcement tools range from directives and remediation plans to administrative penalties and, in severe cases, intervention and liquidation measures to protect clients and the financial stability of the sector. Brazil’s framework for reinsurance permits both local and foreign reinsurers subject to SUSEP authorization and oversight, with specific use-of-reinsurance rules, risk cessions, and counterparty requirements. The regulatory perimeter also interfaces with broader national legislation, including the LGPD and anti-money laundering and counter-terrorist financing obligations applicable to supervised entities. SUSEP continues to refine prudential and conduct standards, including the adoption of risk-based supervision, enhancements to capital and reserving methodologies, and modernization of digital reporting processes, with the objective of promoting market resilience, transparency, and client protection. Self-Regulatory Entities ANBIMA ANBIMA is a private self-regulatory association of investment banks, asset managers, securities brokers and investment advisers, which, among other responsibilities, establishes rules and codes of best practices for the Brazilian capital markets, including punitive measures in case of non-compliance with its rules. ANBIMA also examines and approves public offerings under a Cooperation Agreement with the CVM, which provides for a streamlined review process and automatic registration for certain offerings. Under this Cooperation Agreement, ANBIMA conducts a preliminary examination and clearance of public offerings in accordance with the Rules and Procedures set forth in its own Public Offerings Code and in compliance with CVM Resolution No. 160, of July 13, 2022. BSM BSM conducts market surveillance by monitoring transactions, orders and trades executed in the B3 trading environments, supervises market participants, provides compensation for losses up to a certain threshold and, if necessary, initiates punitive administrative proceedings and enforces sanctions against those who violate applicable regulations. Working in close collaboration with CVM and the Brazilian Central Bank, BSM acts to ensure that institutions and their professionals comply with market regulations, by: ● conducting market surveillance: BSM monitors all orders and trades in B3’s markets in order to identify signs of irregularities; 161 ● auditing: BSM audits all B3 participants to ensure their compliance with the regulations and to identify possible violations of market rules; ● imposing punitive processes and other enforcement actions: when violations of regulations occur, BSM adopts guidance, persuasion or disciplinary measures such as letters of recommendation, letters of censure or administrative sanctioning proceedings, in accordance with the severity of the violation that has been identified; in addition, BSM can, in connection with administrative sanctioning proceedings, apply penalties to or enter into terms of commitment (termo de compromisso) with the accused; ● providing compensation for loss: BSM analyzes and adjudicates complaints presented to the Investor Compensation Mechanism (Mecanismos de Ressarcimento de Prejuízos), or “MRP,” which awards damages of up to one-hundred thousand Brazilian reais (R$120,000.00) to investors harmed by a B3 participant’s inappropriate activity; and ● facilitating market development: BSM develops education initiatives, rule enhancements and institutional relationships with market participants, regulatory bodies and international organizations. Prizes and Betting Regulatory Authority The Secretariat of Prizes and Betting (Secretaria de Prêmios e Apostas, or “SPA”), an agency within the Ministry of Finance, is responsible for regulating, authorizing, monitoring, supervising, enforcing and sanctioning a range of prize, lottery and betting activities in Brazil, including fixed-odds betting operations. The SPA plays a central role in implementing the legal and regulatory framework applicable to betting operators and related market participants. Among its main attributions, the SPA is responsible for issuing and maintaining rules, technical standards and guidance applicable to the betting industry, reviewing and granting authorizations, monitoring ongoing compliance by authorized operators and conducting supervisory and enforcement proceedings in cases of non-compliance. The SPA may impose administrative sanctions, including warnings, fines, suspensions and revocation of authorizations, in accordance with applicable law. The SPA is also responsible for overseeing anti-money laundering and counter-terrorist financing obligations applicable to entities under its supervision, including compliance with customer identification, recordkeeping, reporting and transaction monitoring requirements under Brazilian law. In addition, the SPA has authority to establish responsible gaming measures intended to protect users and preserve the integrity of betting activities, including rules that may limit the amount, frequency or value of bets by event or by bettor. The SPA may also coordinate with other governmental authorities, including the Brazilian Central Bank, the CVM and consumer protection authorities, in matters involving payment flows, financial transactions, market conduct, unauthorized operators and consumer rights. Other Rules Prudential Framework and Limits of Exposure Financial Institutions Financial institutions are subject to an extensive set of rules issued by the CMN and the Brazilian Central Bank related to corporate capital, exposure limits and other solvency requirements that follow principles recommended by the Basel Committee, especially in light of the systemic risks associated with the relationship and activity of financial institutions. As such, the CMN and the Brazilian Central Bank seek to guarantee the solvency of the SFN and mitigate systemic risks. In this regard, the Brazilian capital framework recently introduced by the Brazilian Central Bank sets forth an activities-based methodology for the ongoing maintenance of minimum paid-in capital and adjusted net worth by financial institutions and other entities authorized by the Brazilian Central Bank, subject to limited exclusions. The minimum capital equals the sum of a base “cost” component and an “activities” component. The cost component is R$2,000,000 multiplied by the number of communicated operational activity categories, plus R$5,000,000 if the institution provides specified technology-intensive services, with 50% increments for each additional such service up to a R$10,000,000 cap. The activities component is the sum of the values attributed to the operational categories conducted – R$1,000,000 (services), R$3,000,000 (custody/management of third-party resources), R$5,000,000 (intermediation), and R$7,000,000 (concession) – and to the investment category – R$5,000,000 (restricted) or R$8,000,000 (free) – multiplied by a factor reflecting the main funding source: 60% (own resources), 80% (institutional resources), 120% (public resources other than deposits), or 200% (deposits). 162 For compliance testing, adjusted net worth equals equity plus credit balances from income accounts, minus appraisal adjustments, revaluation reserves, debit balances from income accounts, and specified participations, harmonized with applicable accounting standards. Institutions authorized to use the term “bank,” or any term that suggests it, must add R$30,000,000 to the calculated minimum capital. Institutions already operating on the effective date are subject to a phased transition to the new methodology over defined periods (until the first semester of 2028), with interim floors set by regulation to facilitate progressive alignment without abrupt changes. Moreover, in accordance with the Basel Committee principles, other relevant prudential rules applicable financial institutions are CMN Resolution No. 4,955 and CMN Resolution No. 4,958, both of October 21, 2021, as amended, or “CMN Resolution 4,955/2021,” and CMN Resolution 4,958/2021, which consolidated the methodology for determining the reference equity, as well as minimum requirements for Tier I Capital and Core Capital and the ACP (as defined below). According to CMN Resolutions No. 4,955/2021 and 4,958/2021, the capital requirement standards are expressed as ratios of the capital available stated by the Total Capital, composed by the Tier I Capital (which comprises the Common Equity and Additional Tier I Capital) and Tier II Capital, and the risk-weighted assets, or “RWAs.” For purposes of calculating these minimum capital requirements, the total RWA is determined as the sum of the risk-weighted asset amounts for credit, market and operational risks. The Total Capital, used to monitor the compliance with the operational limits imposed by the Brazilian Central Bank, is the sum of three items: ● Common Equity Tier I Capital: sum of social capital, reserves and retained earnings, less deductions and prudential adjustments. ● Additional Tier I Capital: consists of instruments of a perpetual nature that meet certain eligibility requirements. Together with Common Equity Tier I it makes up Tier I Capital. ● Tier II Capital: consists of subordinated debt instruments with defined maturity dates that meet certain eligibility requirements. Together with Common Equity Tier I and Additional Tier I Capital, it makes up Total Capital. The Brazilian Central Bank divides the financial institutions into five categories of risk, with S1 being the most systemically relevant financial institutions and S5 being the least systemically relevant financial institutions. CMN Resolution No. 4,557, of February 23, 2017, as amended, or “CMN Resolution 4,557/2017,” unifies and expands Brazilian regulation on risk and capital management for financial institutions and other institutions licensed to operate by the Brazilian Central Bank. Such rule is also an effort to incorporate recommendations from the Basel Committee on Banking Supervision into Brazilian regulation and determines that risk management must be conducted through an unified effort by the relevant entity (i.e., not only must risks be analyzed on an individual basis, but financial institutions and other institutions licensed to operate by the Brazilian Central Bank must also control and mitigate adverse effects caused by the interaction of different risks). Moreover, it strengthened the rules and requirements related to risk management governance and expanded on the competence requirements and duties of the risk management officer. The rule sets out different structures for risk and capital management, which are applicable for different risk profiles set out in the applicable regulation. Consequently, less sophisticated financial institutions can have a simpler risk management structure, while institutions with more complexity must follow stricter protocols. In addition to the existing prudential requirements applicable to financial institutions in Brazil, the CMN has recently enacted CMN Resolution No. 5,221, CMN Resolution No. 5,222 and CMN Resolution No. 5,223, all of May 30, 2025, which further strengthen the regulatory capital framework. These new rules, which will be effective as of July 1, 2026, provide enhanced requirements for the calculation and maintenance of regulatory capital, with a particular emphasis on individual capital controls alongside consolidated requirements. 163 Under the new framework, financial institutions classified within segments S1 and S2 will be required to comply with a minimum Leverage Ratio (Razão de Alavancagem) on both a consolidated and an individual basis. The minimum consolidated leverage ratio is set at 3%, with a phased implementation schedule: 2% from July 1, 2026, to December 31, 2026; 2.5% from January 1, 2027, to December 31, 2027; and 3% from January 1, 2028, onwards. Concurrently, a minimum individual leverage ratio of 2.25% will be required, also subject to a gradual phase-in: 0.75% from July 1, 2026, to December 31, 2026; 1.5% from January 1, 2027, to December 31, 2027; and 2.25% from January 1, 2028, onwards. The individual requirement may, under certain conditions and subject to regulatory approval, be fulfilled on a sub-consolidated basis within prudential sub-conglomerates. The new rules also address liquidity risk management, requiring institutions to maintain appropriate funding profiles and to identify and mitigate any legal, contractual, or regulatory impediments to the timely transfer of liquidity within financial conglomerates. The calculation of the Liquidity Coverage Ratio (LCR) must now be performed both on a consolidated and a sub-consolidated basis, excluding foreign branches from the scope of sub-consolidation. Payment Institutions Payment institutions authorized by the Brazilian Central Bank are subject to the same minimum capital methodology and values described in the financial institutions section above, including the base cost component, activities component and funding multipliers, and the adjusted net worth measure used for compliance purposes, except where specific regulation establishes otherwise. They follow the same communication, implementation and ongoing compliance framework applicable to financial institutions. On March 11, 2022, the Brazilian Central Bank issued Resolutions No. 197 or BCB Resolution 197/2022, 198, 199, 200, 201 and 202, a new set of rules which established the new prudential framework applicable to payment institutions. The new prudential requirements will be enforceable according to an implementation calendar, with full implementation taking place in January 2025. Pursuant to the new prudential regulatory framework, prudential conglomerates integrated by at least one institution that performs a payment service shall be classified into one of the following types, provided for in Article 2 of BCB Resolution 197/2022: ● Type 1: prudential conglomerate led by a financial institution. ● Type 2: prudential conglomerate led by a payment institution and not integrated by a financial institution or any other institution authorized to operate by the Brazilian Central Bank subject to the Law 4,595/1964 or Brazilian Federal Law No. 10,194, of February 14, 2001, as amended, or “Law 10,194/2001.” ● Type 3: prudential conglomerate led by a payment institution and integrated by a financial institution or other institution authorized to operate by the Brazilian Central Bank subject to Law 4,595/1964 or Law 10,194/2001. We are a Type 3 prudential conglomerate. According to the Brazilian Central Bank, the concept of regulatory capital applicable to payment institutions was modified in order to ensure a greater capacity to absorb unexpected losses. This treatment consists in deducting from the regulatory capital calculation the assets of the institution that, in situations of financial stress, have few or no value for maintaining the operation of the institution, in addition to considering debt instruments eligible to compose the Tier I and Tier II Reference Equity. Moreover, the new rules seek to adjust the minimum capital requirement according to the intrinsic risks of each type of activity (payment or financial activity) for Type 3 prudential conglomerates (such as the conglomerate led by PicPay Brazil), recognizing the peculiarities of payment services and their different legal status, and give specific prudential treatment to the risks arising from them. In this context, the Payment Services Risk Weighted Assets (RWASP) was created as a component for the calculation of regulatory capital in Type 1 and Type 3 prudential conglomerates, comprising the activities of merchant acquiring, issuance of electronic currency, issuance of post-paid payment instruments and payment transaction initiation. Furthermore, as of January 1, 2025, CMN Resolution 4,966/2021 became effective. Such Resolution establishes new rules related to loan loss provisions that may affect regulatory capital requirements applicable to us. For more information about the new framework provided by such regulation, see “—Recent Developments on Loan Loss Provision Rules Applicable to Regulatory Reporting.” 164 With respect to prudential segmentation, this also applies to Type 3 conglomerates, such as the conglomerate led by PicPay Brazil. Based on their size and complexity, Type 3 conglomerates are classified between S2 and S5 and comply with the prudential rules of the respective segment. As of the date of this annual report, the conglomerate headed by PicPay Brazil is included in the S3 segment. Type 2 conglomerates are subject to simplified payments, credit and market components of their risk weighted assets, for the purposes of calculating regulatory capital, given that such conglomerates are subject to less complexity and risks. Type 1 conglomerates, on the other hand, also have the RWASP component, with the exception of S1 institutions. As a result of Public Consultation No. 80, held on May 12, 2022, the Brazilian Central Bank issued Resolution No. 229, or “BCB Resolution 229/2022,” which improves and consolidates the procedures for the calculation of capital requirements in respect of exposures to credit risk through a standardized approach, or “RWACPAD.” The new prudential framework is more sensitive to credit risk, as BCB Resolution 229/2022 increases the granularity of the weights associated with the exposures to credit risk and refines the differentiation of the credit risk of each transaction. In connection with residential real estate financing, for example, instead of using a single risk weighting factor, the risk weighting factors under BCB Resolution 229/2022 varies based on certain objective parameters, allowing less risky exposures to credit risk to have lower capital requirements. These changes align the Brazilian banking and finance regulations with the international best practice recommendations of the Basel Committee for Banking Supervision, or “BCBS,” and integrate in the framework known as “Basel III” into the Brazilian banking and finance regulations. The recommendations of the BCBS have the purpose to harmonize the prudential regulation adopted by its members. In addition to the changes introduced by BCB Resolution 229/2022, on April 30, 2025, the CMN and the Brazilian Central Bank issued CMN Resolution No. 5,207 and BCB Resolution No. 470, respectively, concluding the third phase of Brazil’s market risk prudential reform under Basel III’s Fundamental Review of the Trading Book. The new rules amended CMN Resolution 4,958/2021 to create a standardized sensitivity-based risk-weighted assets component for market risk (RWASENS) and adjusted CMN Resolution 4,557/2017 to include credit-spread movements among monitored market risk factors in internal risk management. For institutions in S1-S3, RWASENS replaces the existing exposure-based components within RWAMPAD for interest rate, equity, commodity, foreign exchange and related positions; institutions in S4 will, for now, continue using the prior components. The framework supersedes the former internal-models component (RWAMINT) for market risk capital, with any potential adoption of an Internal Models Approach contemplated in a later phase. These resolutions enter into force on January 1, 2027, providing institutions with time to adapt processes and systems to the new standardized approach. According to the Brazilian Central Bank’s explanatory note, the aggregate capital impact for institutions subject to the new rules is expected to be broadly neutral, while improving alignment between regulatory capital and trading book risk profiles. The RWASENS methodology consolidates position sensitivities to key risk factors applying prescribed risk weights and correlations, and includes specific add-ons (e.g., residual risk), thereby aligning Brazil’s market risk framework with international Basel III standards and the phased local FRTB implementation (Phase 1: boundary/governance effective 2023; Phase 2: default risk capital effective July 2024; Phase 3: standardized market risk now finalized). In addition to the existing consolidated prudential requirements applicable to payment institutions in Brazil, on May 30, 2025, the Brazilian Central Bank enacted two key regulations (BCB Resolution No. 478 and BCB Resolution No. 477) providing significant enhancements to the regulatory capital framework applicable to payment institutions in Brazil, which will apply to our prudential conglomerate. These new rules, which will become effective on July 1, 2026 and on September 1, 2025, respectively, are specifically designed to reinforce the prudential regime for payment institutions by establishing mandatory individual capital controls. 165 The new rules set forth the scope, methodology, and minimum requirements for the calculation of the Leverage Ratio (Razão de Alavancagem) for payment institutions. Under this regulation, payment institutions classified as Type 3 entities are now required to comply with minimum leverage ratio requirements on both a consolidated and individual basis. For those classified in S2, the minimum leverage ratio will be phased in, starting at 2% from July 1, 2026, increasing to 2.5% on January 1, 2027, and reaching 3% as of January 1, 2028, on a consolidated basis. For individual payment institutions within a prudential conglomerate, the minimum requirement will increase from 0.75% to 2.25% over the same period. The updated requirements emphasize the maintenance of an adequate funding profile, diversification of funding sources, and the timely transfer of liquidity within prudential conglomerates. Payment institutions are now explicitly required to promptly identify any statutory, contractual, legal, or regulatory restrictions that could limit liquidity transfers and to implement measures to mitigate such risks. Further, in May 2025, the CMN approved amendments to Resolution CMN No. 4,557/2017 and Resolution CMN No. 4,401/2015, under Resolution CMN No. 5,222/2025. The new rules require conglomerate leading institutions to implement policies, strategies and processes ensuring the timely intragroup transfer of liquidity, including prompt identification and mitigation of legal, regulatory, statutory or contractual impediments, and extend the Liquidity Coverage Ratio (LCR) to a Brazil subconsolidated perimeter for S1 groups (excluding foreign branches) at the same 100% minimum as the consolidated LCR. The qualitative risk-management changes took effect on September 1, 2025, and the subconsolidated LCR requirement will take effect on July 1, 2026. In parallel, the Brazilian Central Bank issued a complementary resolution updating the scope and methodology of the leverage ratio and introducing a 3% minimum RA for specified S2 broker/dealer-led groups and Type 3 payment-institution-led groups, while mandating RA measurement on a consolidated basis and, for materially relevant entities in S1-S2 groups, on an individual or (subject to conditions, including PRSO and legal opinions) a Brazil subconsolidated basis, with effectiveness from January 1, 2026. Moreover, in November 2025, the Brazilian Central Bank released Public Consultation No. 128, proposing amendments to RWACPAD regulations to refine recognition of credit risk mitigation instruments (financial collateral, bilateral netting, personal guarantees, credit derivatives, and credit insurance) and to revise the CEM for derivatives by aligning key parameters with SA-CCR (including a 1.4 multiplier and PFE floor). By means of the proposed new rules, the Brazilian Central Bank intends to allow single netting sets across derivatives and securities financing transactions. The draft rule also introduces preferential risk weights for specified payroll-deducted retail exposures, clarifies eligibility and haircuts for recognized collateral. Credit Guarantee Fund (Fundo Garantidor de Crédito – FGC) Resolution CMN No. 2,197 of 1995 established the Credit Guarantee Fund (Fundo Garantidor de Crédito), or the “FGC”, as a private, non-profit association that administers a protection mechanism for holders of credit claims against financial institutions. As part of the SFN, credit guarantee funds safeguard depositors of member institutions, strengthen financial stability, and prevent systemic crises. Resolution No. 4,222 of May 23, 2013, as amended, consolidates the rules governing the FGC’s bylaws and regulations, establishing the contributions that member institutions must pay, conditions for accessing special guarantees, specifies the categories of eligible members, and details the FGC’s governance framework and operating rules. When the Brazilian Central Bank decrees intervention or extrajudicial liquidation, or confirms the insolvency of a member institution, the FGC reimburses depositors for their insured funds, subject to coverage limits and eligible financial instruments stated in its regulations. 166 Regulation of Credit Cards and Prepaid Payment Accounts With the enactment of BCB Resolution 96/2021, the Brazilian Central Bank amended and restated the rules relating to the opening of postpaid payment accounts (i.e., those used in products such as credit cards) and prepaid payment accounts, in addition to making the criteria for opening these accounts compatible with the rules applicable to the opening of deposit accounts (checking accounts). Among other measures, BCB Resolution 96/2021 eliminated the list of minimum consumer registration information for opening prepaid and postpaid payment accounts. Each institution now has discretion, subject to the Brazilian Central Bank supervision, to determine what information it will require from the consumer, depending on its profile. Such Resolution also established new procedures with the goal of facilitating requests for prepaid and postpaid payment accounts to be closed. In addition, BCB Resolution 96/2021: ● revised the items that must be included in the invoices for postpaid payment accounts (i.e., credit cards), such as the need to include the total consolidated balance of contracted future obligations, such as installment purchases, credit operations and fees; ● defined minimum provisions that must be included in the account agreements; and ● mandated that the institution sends or makes available to the consumer, through physical or electronic means, the credit card and the corresponding invoices, according to the form and channel chosen by the consumer (among the options made available by the institution). On December 21, 2023, the Brazilian Central Bank issued Resolution No. 365, which amended BCB Resolution 96/2021 and established requirements for the information that must be included in the credit card bills and other postpaid instrument invoices, such as presenting information in an orderly form according to groups of information (e.g. highlighted area, payment alternatives and complementary information). This Resolution entered into force on July 1, 2024. Compliance and Internal Controls All Brazilian financial and payment institutions must maintain internal guidelines and procedures to control their financial, operational and managerial information systems and shall comply with applicable legislation. CMN Resolution No. 4,595 of August 28, 2017, states that Brazilian financial institutions must implement and maintain a compliance policy compatible with the nature, size, complexity, structure, risk profile and business model of the institution. BCB Resolution No. 65, of January 26, 2021, sets forth similar rules for Brazilian payment institutions. On November 25, 2021, the CMN also issued Resolution No. 4,968, or “CMN Resolution 4,968/2021,” which revoked, as of January 1, 2022, the previous CMN Resolution No. 2,554, of September 24, 1998, or “CMN Resolution 2,554/1998.” According to a statement issued by the CMN, CMN Resolution 2,554/1998 was issued before the document from the Basel Committee Framework for Internal Control Systems in Banking Organizations, even though its provisions were essentially aligned with the precepts of such international document. In this context, with the enactment of CMN Resolution 4,968/2021, the CMN deemed appropriate to update and improve certain rules concerning internal control systems, mainly in order to better adhere to internal standards and best internationally recognized practices. In particular, it sought adherence to the document published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), entitled Internal Control – Integrated Framework, of 2013. In addition, CMN Resolution 4,968/2021 also sought to enhance the responsibilities attributed to the senior management of financial institutions, especially to the board of directors, as well as to detail the responsibilities of the executive office. CMN Resolution 4,968/2021 provides that financial institutions must designate an officer responsible for internal controls matters (who may perform other duties within the institution, as long as there is no conflict of interest). 167 Finally, it should be noted that CMN Resolution 4,968/2021 expressly provides that its provisions do not apply to payment institutions. As of the date of this annual report, no equivalent rules applicable to payment institutions on this matter have been issued by the Brazilian Central Bank. Insolvency Regimes Brazilian financial and payment institutions authorized by the Brazilian Central Bank are subject to the resolution regimes that the Brazilian Central Bank may apply, which are set forth in: (i) Brazilian Federal Law No. 6,024, of March 13, 1974, as amended, or “Law 6,024/1976,” which provides for intervention and extrajudicial liquidation; (ii) Decree-Law No. 2,321, of February 25, 1987, as amended, or Decree-Law 2,321/1987, which provides for the temporary special administration regime (regime de administração especial temporária), or “RAET”; and (iii) Brazilian Federal Law No. 9,447, of March 14, 1997, as amended, or “Law 9,447/1997,” which provides for the joint and several liability of controlling shareholders and the freezing of their assets, as well as for the liability of independent auditors. The provisions applicable to bankruptcy, set forth in Brazilian Federal Law No. 11,101, of February 9, 2005, as amended, or “Law 11,101/2005,” apply secondarily to the extrajudicial liquidation regime. Under Law No. 12,865/2013, payment institutions are subject to the temporary special administration regime, intervention, and extrajudicial liquidation, under the conditions and in the manner established by the legislation applicable to financial institutions. Recent developments on the matter have prompted discussion of a Complimentary Law Bill applicable to these regimes. The Complementary Law Bill No. 281 of December 23, 2019, provides for resolution regimes applicable to institutions authorized to operate by the Brazilian Central Bank, SUSEP, and CVM, and addresses the types, purposes, and directives of these regimes, including principles such as the preservation of public interest, the continuity of critical functions essential to the economy, the prohibition on using public funds until all other funding sources provided by law are exhausted, the expeditious conduct of resolution proceedings, and cooperation and information exchange between domestic and foreign resolution authorities and the legal entities subject to the law. The bill also introduces preventive and safeguard mechanisms, including the Recovery and Organized Exit Plan (“PRSO”) and other regulatory and compliance obligations applicable to authorized institutions. The Brazilian Central Bank is responsible for establishing and overseeing resolution regimes, adjudicating administrative appeals against decisions made by boards, intervenors, or liquidators, and authorizing specific acts provided for by law, and is further required to initiate investigations to determine the causes leading to the application of a special resolution regime and to assess the liability of management, controlling shareholders, fiscal council members, and independent auditors. CMN Resolution No. 5,187, of November 28, 2024 (“CMN Resolution 5,187”) and BCB Resolution No. 440, of November 28, 2024 (“BCB Resolution 440”) establish the recovery and resolution planning process for financial institutions and other entities authorized to operate by the Brazilian Central Bank, including payment institutions. The objective is to promote the soundness, stability, and regular functioning of the National Financial System (SFN), the Brazilian Payments System (SPB), while aligning Brazil with leading international standards for the resolution of financial institutions. These resolutions govern the content, preparation, and submission of the Recovery and Organized Exit Plan (“PRSO”) to the Brazilian Central Bank and require institutions to develop robust, verifiable strategies for restoring viability during recovery, as well as for managing situations in which viability is irreversibly compromised. In resolution scenarios, the aim is to ensure the orderly wind-down of institutions in a manner that preserves financial stability and minimizes adverse impacts on the economy. The regulatory framework applies to all entities that are part of a prudential conglomerate, as well as to entities within an economic group engaged in core business activities, the provision of essential services, or the performance of critical functions. In addition, at its discretion, the Brazilian Central Bank may require, in whole or in part, that financial institutions and other authorized entities not classified under Segment S1 undertake recovery and resolution planning and prepare a PRSO, if it determines that such institutions perform critical functions. 168 Intervention Pursuant to Law 6,024/1974, the Brazilian Central Bank has the power to appoint an intervener to intervene in the operations of or to liquidate any financial or payment institution other than public financial institutions controlled by the Brazilian government. According to Article 2 of Law 6,024/1974, an intervention may be ordered at the discretion of the Brazilian Central Bank if any of the following is detected: ● due to mismanagement, the institution has suffered losses leaving creditors at risk; ● the institution has consistently violated Brazilian banking laws or regulations; and ● such intervention constitutes a viable alternative to the liquidation of the institution. Intervention may also be ordered upon the request of a financial or payment institution’s management, if its respective bylaws authorize – with an indication of the causes of the request, without prejudice to civil and criminal liability in which the same administrators incur, by the false or malicious indication. As of the date on which it is ordered, the intervention will automatically, according to Article 6 of Law 6,024/1974: (i) suspend the enforceability of payable obligations; (ii) suspend maturity of any previously contracted obligations; and (iii) freeze deposits existing on the date on which the intervention is ordered. The intervention period should not exceed six months, which may be extended only once for up to six additional months by the Brazilian Central Bank, according to Article 4 of Law 6,024/1974. The intervention ceases, according to Article 7 of Law 6,024/1974: (i) if interested parties undertake to continue the economic activities of the institution, by presenting the necessary guarantees, as determined by the Brazilian Central Bank; (ii) when the situation of the institution is normalized, as determined by the Brazilian Central Bank; or (iii) when extra-judicial liquidation or bankruptcy of the entity is ordered. Extrajudicial Liquidation The purpose of the extrajudicial liquidation is to withdraw the relevant institution from the Brazilian financial and payment system, primarily in case of irrecoverable insolvency. The extrajudicial liquidation may also apply in cases of severe infractions, among other events pursuant to applicable law. Under the extrajudicial liquidation regime, the institution’s activities are interrupted, and all obligations are deemed due. Lenders are then submitted to a classification process based on the order of preference set forth by Law 11,101/2005. This regime seeks the liquidation of existing assets to pay lenders. The liquidator appointed by the Brazilian Central Bank has ample administration and liquidation powers, especially regarding the assessment and rating of credit. The liquidator may appoint and dismiss employees, determine their compensation, grant and terminate powers-of-attorney, propose actions and represent the institution in court or out of court. Under specific circumstances set forth by law, certain acts performed by the liquidator require the authorization of the Brazilian Central Bank, including to complete pending business, pledge or sell assets and file for bankruptcy. The extrajudicial liquidation ceases, according to Article 19 of Law 6,024/1974: (i) by decision of the Brazilian Central Bank, in the following cases: (a) full payment of unsecured creditors; (b) change of the institution’s corporate purpose to an economic activity that is not part of the SFN; (c) transfer of the institution’s corporate control; (d) conversion into ordinary liquidation; (e) exhaustion of the institution’s assets through complete distribution of the proceeds among the creditors, even if the claims are not paid in full; or (f) illiquidity or difficult realization of the institution’s remaining assets, recognized by the Brazilian Central Bank; or (ii) if the institution is declared bankrupt. Only the liquidator can file for bankruptcy, subject to the authorization of the Brazilian Central Bank. Bankruptcy may be granted if the assets of the institution are not sufficient to cover at least half of the unsecured credit, or in case of grounded evidence of bankruptcy crimes. 169 Temporary Special Administration Regime (RAET) The RAET is a resolution regime that does not interrupt or suspend the usual activities of institutions. RAET’s main effects include the removal of members of management from office and their replacement by a board or legal entity specialized in the area, with ample management powers. The Brazilian Central Bank determines the duration of the RAET. Depending on the circumstances of each case, the RAET ceases, according to Article 14 of the Decree-Law 2,321/1987: (i) if the Brazilian government takes over the control of the institution due to social interest; (ii) in the event of conversion, merger, consolidation, spin-off or transfer of the institution’s control; (iii) once the institution resumes its usual activities; or (iv) upon the adjudication of extrajudicial liquidation of the institution. The foregoing list of laws and regulations to which we are subject is not exhaustive and the regulatory framework governing our operations changes continuously. Although we do not believe that compliance with future laws and regulations related to the payment processing industry and our business will have a material adverse effect on our business, financial condition or results of operations, the enactment of new laws and regulations may increasingly affect the operation of our business, directly and indirectly, which could result in substantial regulatory compliance costs, litigation expense, adverse publicity, the loss of revenue and decreased profitability. Repayment of Creditors in a Liquidation or Bankruptcy Pursuant to the provisions of Law 11,101/2005, in the event of extrajudicial liquidation or bankruptcy of a financial institution, creditors are paid pursuant to a system of priorities. Pre-petition claims are paid on a pro rata basis in the following order, provided by Article 83 of Law 11,101/2005: ● labor claims, capped at an amount equal to 150 times the minimum wages per employee, and claims relating to labor accidents; ● secured claims up to the encumbered asset value; ● tax claims, regardless of their nature and commencement of time, except tax penalties; ● claims with special privileges; ● claims with general privileges; ● unsecured claims; ● contractual fines and pecuniary penalties for breach of administrative or criminal laws, including those of a tax nature; and ● subordinated claims. Super-priority and post-petition claims (for example, costs related to the liquidation or bankruptcy procedure), as defined under Law 11,101/2005, are paid with preference over pre-petition claims. Anti-Money Laundering Our activities are subject to Brazilian laws and regulations relating to anti-money laundering, terrorism financing and other potentially illegal activities, or “AML/CFT.” These rules require financial and payment institutions to implement policies and internal procedures to monitor and identify suspicious transactions, which must be duly reported to the relevant authorities. 170 The Financial Action Task Force (FATF) is an intergovernmental body that develops and promotes national and international policies to fight money laundering, terrorist financing, and the proliferation of weapons of mass destruction (AML/CFT). It periodically reviews member countries to assess how they apply AML/CFT measures. The FATF’s recommendations help countries set standards and enforce legal, regulatory, and operational measures to combat AML/CFT and other threats to the integrity of the financial system. Brazil follows these recommendations and is subject to FATF reviews. Brazil also established the National Strategy for Combating Corruption and Money Laundering (“ENCCLA”) to strengthen efforts against financial crimes. ENCCLA functions as the primary coordination network bringing together various public authorities from the Brazilian executive, legislative, and judicial branches at the federal, state, and municipal levels, as well as the Brazilian Public Prosecutor’s Offices. It has the purpose to develop public policies and practical measures aimed at preventing, detecting, and prosecuting corruption and money laundering offenses. The National Secretariat of Justice within the Ministry of Justice and Public Security, acting through the Department of Asset Recovery and International Legal Cooperation, serves as ENCCLA’s Executive Secretariat and is responsible for conducting its administrative and coordination duties. BCB Circular No. 3,978, of January 23, 2020, as amended, or “BCB Circular 3,978/2020,” which amended and restated the provisions related to the AML/CFT, require financial and payment institutions to: ● identify consumers; ● record transactions; ● monitor events and report them to the Financial Activities Control Council (Conselho de Controle de Atividades Financeiras, or “COAF”; ● conduct business with politically exposed persons; ● establish and maintain relationships with financial institutions and foreign correspondents; ● train employees; and ● appoint the officer responsible for the implementation and enforcement of these measures. BCB Circular 3,978/2020, as amended by Resolution No. 119 of July 27, 2021, adopted a risk-based approach for dealing with AML/CFT. The regulated institutions have discretion to determine which procedures will be adopted for each client, based on the internal risk assessment concerning the committing of crimes relating to money laundering and terrorism financing latent in their business. Money laundering involves the transformation of unlawfully obtained funds into legitimate assets, obscuring the true origins of the money. This practice typically consists of three main stages: placement, layering, and integration. In Brazil, money laundering is a crime pursuant to Federal Law No. 9,613/98 (the “Brazilian Anti-Money Laundering Law”). It also prohibits the concealment or dissimulation of the origin, location, availability, handling or ownership of assets, rights or financial resources directly or indirectly originated from crimes, and subjects the agents of these illegal practices to imprisonment, temporary disqualification from managing enterprises up to 10 years and monetary fines. 171 The Brazilian Anti-Money Laundering Law also created the COAF, which is the Brazilian entity responsible for overseeing the so-called “gatekeepers.” Under the Brazilian Anti-Money Laundering Law, “gatekeepers” are legal entities that are legally required to have enhanced anti-money laundering controls and are subject to reporting obligations in view of the potential money laundering risks associated with the activities they are involved in. These obligations include, for example, the requirement to report suspicious transactions and to maintain Know-Your-Client databases for their clients. Under the definition provided by the Brazilian Anti-Money Laundering Law, we are considered a “gatekeeper,” and are therefore subject to enhanced anti-money laundering requirements. Sharing Information on Indications of Fraud On October 4, 2023, the Brazilian Central Bank issued Resolution No. 343, or “BCB Resolution 343/2023,” establishing the necessary measures for sharing data and information on indications of fraud as established by CMN and Brazilian Central Bank Joint Resolution No. 6, of May 23, 2023, or “Joint Resolution 6/2023.” Joint Resolution 6/2023 sets forth the requirements for sharing data and information on indications of fraud. In addition, BCB Resolution 343/2023 establishes that financial institutions, payment institutions and other institutions authorized to operate by the Brazilian Central Bank should consider signs of actual or attempted fraud in the following activities: (i) opening deposit accounts or payment accounts; (ii) providing payment services; (iii) maintaining deposit accounts or payment accounts; and (iv) contracting credit transactions. The new rules also establish the minimum set of data and information that must be retained. In this context, records containing indications of actual or attempted fraud must contain (i) the identification of whoever perpetrated or attempted to perpetrate the fraud; (ii) a description of the indications of actual or attempted fraud; (iii) details of the institution responsible for recording the information; and (iv) details of the recipient account and its holder, if the activity is a payment service. Fraud Prevention in the Provision of Payment Services On September 23, 2021, the Brazilian Central Bank issued Resolution No. 142, or “BCB Resolution 142/2021,” which set forth measures to be adopted by institutions to prevent fraud in the provision of payment services by financial institutions, other institutions authorized to operate by the Brazilian Central Bank and payment institutions that are members of the SPB. According to Article 2 of BCB Resolution 142/2021, such institutions shall limit to a maximum of R$1,000.00 per deposit account or prepaid payment, the provision of payment services for the period from 8:00 pm to 6:00 am. Such limit may be changed at the consumer’s request, formalized in the channels of electronic service; however, the institution must establish a minimum period of 24 hours for the effecting the increase. Subject to the guidelines provided by BCB Resolution 142/2021, institutions must implement: ● procedures intended for the evaluation of the consumer prior to the offer of anticipation service of the settlement of receivables on the same date as the transaction under a payment arrangement of which participate; and ● daily records of the occurrences of fraud or attempted fraud in the provision payment services, including the corrective measures adopted. Based on these records, institutions must prepare a monthly report consolidating the occurrences and measures preventive and corrective measures adopted. This report should be forwarded to the audit and risk committees, the internal audit, the Executive Board and the Board of Administration, if any. 172 The Brazilian Central Bank and the CMN have also recently adopted new measures that intensify controls over fraud prevention and the integrity of banking and payment accounts. These measures require institutions to reject certain payment transactions linked to suspected fraudulent accounts and to terminate accounts used for unauthorized financial or payment services or where grave customer-information irregularities are identified. Under BCB Resolution No. 501, of September 11, 2025, Brazilian financial institutions and licensed payment institutions must reject payment transactions destined to demand deposit, savings, or prepaid payment accounts where there is a well-founded suspicion of fraud, with the receiving institution required to notify the account holder of the measure. Institutions may determine suspicion using their own factors and data sources, including public or private databases. In addition, BCB Resolution No. 518, of November 3, 2025, amends the framework for opening, maintaining, and closing payment accounts by mandating account closure where there are grave irregularities in customer information or where the account is used by the holder to provide financial or payment services within the Brazilian Financial System or Payments System without legal basis or in noncompliance with applicable regulations. The rule provides a non-exhaustive example covering the use of payment account funds to make or receive payments, or to settle obligations, on behalf of third parties in a manner that could conceal or substitute third-party obligations and prevent their identification. Institutions must adopt and board-approve internal criteria for such determinations, may rely on public or private databases, and must retain related documentation for at least ten years. Similarly, for deposit accounts, CMN Resolution No. 5,261, of November 3, 2025, amends the core deposit account framework to require closure where there are grave irregularities in customer information or where the holder uses the account to provide unauthorized financial or payment services within the Brazilian systems referenced above. As with payment accounts, the rule identifies as an example the use of deposit account funds for payments, receipts, or netting of obligations on behalf of third parties in a manner that may conceal or substitute third-party obligations and impede identification. Institutions must establish internal criteria, obtain board approval, and maintain related documentation for at least ten years. Politically Exposed Persons BCB Circular 3,978/2020 and CVM Resolution 50/2021 define Politically Exposed Persons as any government agent who in the last five years have held or is holding, in Brazil or in foreign territories, relevant government positions, jobs or public office, as well as their representatives, family members and other closely related persons. Article 27 of BCB Circular 3,978/2020 and Article 1 of Annex A of CVM Resolution 50/2021 specifically list which government agents and persons fall under the definition of Politically Exposed Persons. This list must always be considered by financial and payment institutions and other institutions authorized to operate by the Brazilian Central Bank or the CVM. Pursuant to BCB Circular 3,978/2020 and CVM Resolution No. 50, of August 31, 2021, as amended, or “CVM Resolution 50/2021,” payment and financial institutions and other institutions authorized to operate by the Brazilian Central Bank or the CVM are required to obtain sufficient information from their consumers to identify any Politically Exposed Persons from their consumer base and monitor their transactions accordingly. BCB Circular 3,978/2020 and CVM Resolution 50/2021 establish that the internal procedures developed and implemented by the payment and financial institutions and other institutions authorized to operate by the Brazilian Central Bank or the CVM, subject to such regulation must be structured to enable the identification of Politically Exposed Persons and the origin of the funds for such consumers’ transactions. 173 Transactions with Related Parties Paragraph 4, article 34 of Law 4,595/1964 as amended by Brazilian Federal Law No. 13,506, of November 13, 2017, as amended, or “Law 13,506/2017,” restricts financial institutions from conducting credit transactions with related parties. Pursuant to Article 2 of CMN Resolution 4,693/2018, the following persons are considered related parties of a financial institution for the purpose of such restriction: ● its controlling shareholders (individuals or legal entities), pursuant to Article 116 of Brazilian Federal Law No. 6,404, of December 15, 1976, as amended, or “Brazilian Corporation Law”; ● its officers and members of statutory or contractual bodies; ● spouses, partners and blood relatives up to the second degree of the aforementioned individuals; ● its individual shareholders with participation equal to or greater than 15% in its capital; and ● its legal entities: o with participation equal to or greater than 15% in the financial institutions’ corporate capital; o in which capital stock the financial institution holds directly or indirectly stakes equal to or greater than 15%; o in which the financial institution holds effective operational control or relevance in the deliberations, regardless of the equity interest held; and o with a common officer or board member in relation to the financial institution. Notwithstanding the general restrictions, the following credit transactions with related parties are allowed: ● transactions carried out under market conditions, without additional benefits or privileges when compared to transactions executed with other consumers of the same profile of the respective institutions; ● transactions performed with companies controlled by the Brazilian government, in the case of federal public financial institutions; ● credit transactions whose counterparty is a financial institution that is part of the same prudential conglomerate, provided that they contain a contractual subordination clause, subject to the provisions of Article 10, V, of Law 4,595/1964, in the case of banking financial institutions; ● interbank deposits; ● obligations assumed between related parties as a result of liability imposed on clearinghouse participants or providers of clearing and settlement services authorized by the Brazilian Central Bank or by the CVM; and ● other cases authorized by CMN Resolution 4,693/2018. 174 Total credit exposure to all related parties may not exceed 10% of the institution’s adjusted net worth. Within this cap, exposure per related individual is limited to 1%, and per related entity to 5%. These limits include indirect exposures, such as loans transferred to third parties where risks or control are retained, and loans acquired from third parties, regardless of retention or transfer of risks or control. According to CMN Resolution 4,693/2018, all financial institutions must adopt internal policies regulating transactions with related parties. Brazilian Federal Law No. 7,492, of June 16, 1986, as amended, or “Law 7,492/1986,” which regulates crimes against the SFN, criminalized the extension of credit by a financial institution to related parties in the cases not allowed by Law 4,595/1964 and CMN Resolution 4,693/2018. Punitive Sanctions Legal violations under Brazilian payments, banking and/or securities laws may lead to administrative, civil and criminal liability. Offenders may be separately prosecuted under all three legal spheres, before different courts and regulatory authorities, and face different sanctions with respect to the same legal offense. Law 13,506/2017, BCB Resolution No. 131, of August 20, 2021, as amended, or “BCB Resolution 131/2021,” and CVM Resolution No. 45, of June 18, 2019, as amended, or “CVM Resolution 45/2021,” regulate administrative sanctioning proceedings as well as the various penalties, consent orders, injunctive measures, fines and administrative settlements imposed by the Brazilian Central Bank and the CVM. Law 13,506/2017 establishes the following provisions: ● sets fines imposed by the Brazilian Central Bank of up to R$2 billion or 0.5% of the entity’s revenue, arising from services and financial products provided in the year prior to the violation; ● limits fines imposed by the CVM to the greater of the following amounts: R$50 million, twice the value of the irregular transaction, three times the amount of the economic gain improperly obtained or loss improperly avoided, or twice the damage caused by the irregular conduct. Repeat offenders may be subject to treble the amounts above; ● provides for the suspension, disqualification and prohibition from engaging in certain activities or transactions in the banking or securities market for a period of up to 20 years; ● temporarily bans offending individuals from serving in any managerial capacity for financial institutions; ● imposes coercive or precautionary fines of up to R$100,000.00 per day, subject to a maximum period of 30 days in punitive fines; ● defines the scope of the Brazilian Central Bank’s regulatory authority; ● prohibits the offending institutions themselves from participating in the markets; ● provides for a penalty of “public admonition” in place of “warning,” imposed by the Brazilian Central Bank; ● empowers the Brazilian Central Bank to enter into cease-and-desist commitments; ● empowers the Brazilian Central Bank and the CVM to enter into administrative agreements; ● provides the CVM with the authority to ban the accused from contracting with official Brazilian financial institutions and participating in public bidding processes for a period of up to five years; and ● redefines related party transactions. 175 Penalties may be aggregated, and are calculated based on the following factors: gains obtained or attempted to be gained by the offender; economic capability to comply; severity of the offense; actual losses; any recurrence of the offense; and the offender’s cooperation with the investigation. Law 7,492/1986 provides a legal framework to hold controlling shareholders, officers and managers of a financial institution criminally liable. The regime under Law 7,492/1986 also covers interventionists, liquidators and real estate managers, in the context of interventions, extrajudicial liquidation or bankruptcy, respectively. Those found criminally liable under Law 7,492/1986 will be subject to detention and/or pecuniary fines. Law No. 6,385/1976 also imposes imprisonment and/or fines for banking or securities infractions. Internal Auditing CMN Resolution No. 4,879 of December 23, 2020 (applicable to financial institutions), and Brazilian Central Bank Resolution No. 93, of May 6, 2021 (applicable to payment institutions), establish rules that govern internal audits at financial institutions and others authorized to operate by the Brazilian Central Bank. Pursuant to such rules, financial and payment institutions must implement and maintain internal audit functions compatible with the nature, size, complexity, structure, risk profile and business model of the respective institution. Such activity must be the responsibility of a specific department in the institution or institutions that are part of its financial conglomerate, directly subordinated to the board of directors or, if one does not exist, the board of executive officers or an independent auditor provided that such independent auditor is not in charge of auditing the institution’s financial statements or any other activity that may create a conflict of interest. Independent Auditors and Audit Committee Pursuant to CMN Resolution No., 4,910 of May 27, 2021, as amended, or “CMN Resolution 4,910/2021,” all financial institutions must be audited by independent auditors. The financial institutions may only hire independent auditors registered with the CVM and certified as experts in by the Brazilian Central Bank. After such auditors have issued opinions auditing the financial statements of a certain financial institution for up to five complete and consecutive fiscal years, such auditor’s team including managers, supervisors or any members with managerial positions, must be replaced. BCB Resolution No. 130, of August 20, 2021, as amended, or “BCB Resolution 130/2021,” applicable to payment institutions, also contains provisions in this regard. CMN Resolution 4,910/2021 and BCB Resolution 130/2021, respectively, require financial institutions (and other institutions licensed to operate by the Brazilian Central Bank) and payment institutions to implement an individual audit committee or an unified audit committee for its conglomerate, as the case may be, if they, according to Article 8 of CMN Resolution 4,910/2021, (i) are registered as a publicly-held company; (ii) are leaders of a prudential conglomerate classified in Segment 1 (S1), Segment 2 (S2) or Segment 3 (S3), according to specific regulations; or (iii) meet the criteria set forth in the specific regulation classified as S1, S2 and S3. Ombudsman Pursuant to CMN Resolution No. 4,860 and BCB Resolution No. 28, both issued on October 23, 2020, financial and payment institutions, respectively, must (i) create an ombudsman department (individually for the institution or unified for its conglomerate) compatible with the nature and complexity of the institutions’ products, services, activities, processes and systems to establish an independent communication channel with their consumers; and (ii) appoint individuals as an ombudsman and an ombudsman officer (who can also be the ombudsman himself). The ombudsman department has the following main responsibilities, according to Articles 6 and 12 of CMN Resolution No. 4,860: (i) receiving, recording, instructing, analyzing and providing formal and adequate attention to claims from consumers and users of the institution’s products and services; (ii) providing clarification regarding the status of a claim and information as to when a response is expected to be given; (iii) sending a final answer within the applicable deadline; (iv) keeping the board of directors or, if one does not exist, the board of executive officers, informed of the problems and shortcomings detected in the performance of its duties and the results of the actions taken by the institution’s officers to resolve them; and (v) preparing and sending, to the internal audit department, to the audit committee (if one exists), and to the board of directors (or if one does not exist, to the board of executive officers), a semi-annual quantitative and qualitative report on the ombudsman department’s activities and its performance. 176 Whistleblowing and Hotline Pursuant to CMN Resolution No. 4,859, of October 23, 2020, financial institutions and other institutions licensed to operate by the Brazilian Central Bank are required to have a whistleblower hotline (canal de denúncias), through which their employees, consumers, contractors, users and/or suppliers may anonymously report situations involving potential illicit activities of any nature related to the institution’s activities. Accordingly, financial institutions are required to appoint a responsible department for forwarding all reported events to the appropriate departments for further handling. This department is also required to prepare reports semi-annually detailing, at least, the following information relating to each reported event: (i) number of reported events and their nature; (ii) the departments that handled them; and (iii) the average timeframe and relevant measures adopted to solve them. Such reports must be approved by the board of directors of the institution or, if one does not exist, the institution’s board of executive officers and made available to the Brazilian Central Bank for at least 5 years. Foreign Investment in Brazilian Financial Institutions According to Decree No. 10,029, of September 26, 2019, as amended, or “Decree 10,029/2019,” of direct or indirect foreign investments in voting or non-voting equity interest in Brazilian financial institutions by any individual or legal entity, regardless of the nationality, requires prior approval of the Brazilian Central Bank. Following the enactment of Decree 10,029/2019, the Brazilian Central Bank published, on January 22, 2020, Circular No. 3,977, or “BCB Circular 3,977/2020,” which generally recognized as an interest of the Brazilian government the foreign holding of equity or increase in equity interest in any financial institution headquartered in Brazil (which is still subject to the same requirements and procedures applicable to the acquisition of equity in any Brazilian financial institution), as well as the opening of any local branch of foreign financial institutions. Until the enactment of such rules, the execution of such investments was subject to the enactment of a specific presidential decree on a case-by-case basis. Corporate Interest Held by Financial Institutions in Other Legal Entities Pursuant to CMN Resolution 5,043/2022, financial institutions may only, directly or indirectly, hold equity interest in other legal entities (incorporated locally or offshore) that supplement or subsidize their activities, provided that they obtain prior authorization from the Brazilian Central Bank and that the invested entity does not hold, directly or indirectly, equity of the referred financial institution. However, according to Article 2 of CMN Resolution 5,043/2022, this requirement does not apply to (i) equity interests typically held in the investment portfolios by investment banks, development banks, development agencies (agências de fomento) and multiservice banks with investment or development portfolios; and (ii) temporary local equity interests not registered as permanent assets and not subject to consolidation by the financial institution. Change of Corporate Control and Qualified Equity Interest Pursuant to the provisions of CMN Resolution 4,970/2021 (applicable to financial institutions, such as PicPay Bank and Crednovo, and to securities brokerage and dealership firms, such as PicPay Invest) and the provisions of BCB Resolution 81/2021 (applicable to payment institutions, such as PicPay Brazil), the change, transfer or modification of the control of financial or payment institutions authorized by the Brazilian Central Bank must be submitted to the prior approval of the Brazilian Central Bank in accordance with the above mentioned regulations and such change, transfer or modification shall only be effected after such approval is duly obtained. In addition, pursuant to the above mentioned rules, if an individual or legal entity acquires, directly or indirectly, a qualified equity interest (i.e., 15% or more of the voting equity interest or 10% or more of the total equity interest) or expands qualified equity interest previously acquired, such acquisitions shall be notified to the Brazilian Central Bank, which has the right to request documents and information, as well as order that the acquisition be regularized or undone in case of any irregularities. 177 Open Finance According to CMN and Brazilian Central Bank Joint Resolution No. 1, of May 4, 2020, as amended, Open Finance is the standardized sharing of data, products and services by financial institutions, payment institutions and other institutions licensed to operate by the Brazilian Central Bank, at their consumers’ discretion, through the opening and integration of their systems. Therefore, Open Finance is considered by the Brazilian Central Bank as an important tool for innovation in the financial and payments markets, and is expected to make such sectors more efficient, inclusive and competitive. On February 23, 2023, the Brazilian Central Bank issued Resolution No. 294, which came into effect on April 1, 2023, establishing, among other aspects, technical requirements, and operational procedures for the Open Finance implementation in Brazil. The main change introduced by this rule is related to the scope of the monitoring function assigned to the governance structure responsible for implementing Open Finance. On October 26, 2023, the Brazilian Central Bank issued Joint Resolution No. 7, which came into effect on October 30, 2023, and simplifies the process of renewing consents for data sharing in Open Finance. To ease the process for clients, the new rule allows participating institutions to offer longer terms than the current 12-month limit for data sharing, while maintaining the provision allowing clients to revoke their consent at any time. On July 4, 2024, the Brazilian Central Bank issued Joint Resolution No. 10, modifying the rules governing participation in the Open Finance system. Such changes specifically affect the integration and operational requirements within this ecosystem, particularly in relation to the Pix payment system. Previously, participation in Open Finance was mandatory only for certain financial institutions, primarily large banks and institutions with significant market share. However, under the new rules, the mandatory participation threshold has been decreased, extending the obligation to a broader range of financial institutions and payment institutions of different sizes. Starting January 2025, only institutions with more than five million customers are required to participate in data sharing within the open finance ecosystem, while smaller institutions will have the option to opt-in voluntarily. Furthermore, for payment initiation services, participation will no longer be mandatory for all account-holding institutions and only payment initiation service providers and mandatory Pix participants will be required to be involved. Additionally, the new regulations introduced streamlined procedures for connecting to the Pix payment system, reducing the technical and administrative burden on institutions through simplified integration protocols and reduced requirements for data sharing, with the purpose to facilitate easier and faster participation in the Pix payment scheme. Nevertheless, Open Finance is under gradual legal, operational and technological development and implementation in Brazil, according to certain stages defined by the Brazilian Central Bank, which are still ongoing. Consequently, some of the applicable requirements and standards that will need to be complied with by Open Finance participants are still under discussion and preparation by a self-regulatory body created specifically for this purpose, as well as by the Brazilian Central Bank itself. Brazilian Payment Slip (Boleto) On December 12, 2024, the Brazilian Central Bank issued Resolution No. 443 (“BCB Resolution 443”), creating a new regulatory framework for Brazil’s payment slip system (boleto). The resolution introduces enhanced governance standards for the payment arrangement and sets forth comprehensive rules covering, among other matters: (i) eligibility requirements for participants; (ii) types and characteristics of payment slips; (iii) rules applicable to the governing convention; and (iv) rights and obligations associated with the issuance and processing of payment slips. 178 With BCB Resolution 443, the Brazilian Central Bank seeks to promote representative and diverse participation; guarantee non-discriminatory access to participants, services, and infrastructure; minimize conflicts of interest; and ensure that fees and cost reimbursements comply with principles of fairness, transparency, and economic justification. Regulation on Payment Arrangement Receivables On June 27, 2019, the CMN enacted Resolution No. 4,734, or “CMN Resolution 4,734/2019,” and the Brazilian Central Bank issued Resolution No. 264 on November 25, 2022, or “BCB Resolution 264/2022,” which impose new regulations regarding (i) the prepayment and discount operations related to receivables from credit and debit payment instruments issued under the Brazilian Payment System (SPB); (ii) credit transactions guaranteed by such receivables; and (iii) the creation of liens and encumbrances on such receivables. With this regulatory framework, the Brazilian Central Bank sought to provide greater efficiency and security for the prepayment, discount and credit transactions guaranteed by receivables from payment arrangements, increasing competition and thus reducing the cost of credit. CMN Resolution 4,734/2019 and BCB Resolution 264/2022 introduced a number of relevant changes to transactions involving receivables from credit and debit cards, including to the prepayment of such receivables by acquirers, which are subject to new procedures, as well as to the assignment of these receivables. Credit transactions guaranteed by these receivables are also covered by the new regulations and new rules and procedures have been created for the creation of liens and encumbrances on the receivables. BCB Resolution 264/2022 deals in particular with the procedures for the registration of receivables from credit and debit cards. BCB Resolution 264/2022 requires a convention among market infrastructures, which guarantee the uniqueness of the receivables as financial assets that can be registered, interoperability, exchange of information between registration systems and participants in the structure. With the enactment of CMN Resolution 4,734/2019 and BCB Resolution 264/2022, the Brazilian Central Bank sought to increase transparency and competition in the use and acquisition of receivables from payment arrangements in credit transactions. Foreign Exchange On December 30, 2021, Brazilian Federal Law No. 14,286, or the “New Foreign Exchange Law,” was published and entered into effect on December 31, 2022. Such law regulates Brazilian capital abroad and foreign capital in the country. The main purpose of the New Foreign Exchange Law is to regulate the Brazilian FX market, which is subject to complex regulation, as well as correct certain inconsistencies, modernize the system and enhance innovation and competition. According to the Brazilian Central Bank, the new legislation has a positive impact on the attraction of foreign capital, both for investment in the financial and capital markets and for direct investment, including long-term investments and investments in infrastructure projects and concessions. In addition to greater international insertion, the New Foreign Exchange Law contributes to a greater use of the Brazilian real internationally, facilitating the use of the domestic currency in international financial operations, such as the permission for the entry and remittance of payment orders in Brazilian reais from Brazilian reais denominated accounts of foreign institutions held in banks located in Brazil. 179 The new legislation also consolidates more than 40 legal provisions issued over the last 100 years, which previously totaled more than 400 articles (many of which contained archaic language). The new legislation is more concise, with 29 articles and has an updated language, which is expected to bring more legal certainty to this subject. Additionally, the New Foreign Exchange Law seeks the simplification of the operational and legal structures of foreign exchange market participants, with more efficiency in the operations and provision of certain information as determined by the Brazilian Central Bank. Moreover, pursuant to article 15 of the New Foreign Exchange Law, Brazilian financial institutions will also be allowed to allocate, invest and use the funds raised in Brazil and abroad, with the purpose to carry out credit and financing transactions, both in Brazil and abroad, provided that the regulatory and prudential requirements established by the CMN and by the Brazilian Central Bank are observed. In addition, the rules for transactions carried out by individuals will also be subject to certain changes, such as the permission for individuals to trade foreign individuals on an occasional, non-professional basis, with a limit of up to US$500.00, as provided by Article 19 of the New Foreign Exchange Law which is currently forbidden. Also, the amount that travelers entering or leaving Brazil must declare they have in cash, was also increased to US$10,000, or its equivalent in other currencies, as provided by paragraph 1, Article 14, of the New Foreign Exchange Law. In order to regulate the New Foreign Exchange Law, CMN issued Resolution No. 5,042, that came into force on December 31, 2022, with the purpose to establish general guidelines applicable to the foreign exchange transactions. The Brazilian Central Bank also issued Resolutions No. 277, 278, 279, 280 and 281, which came into force on December 31, 2022. Furthermore, certain provisions of BCB Resolution No. 348, which was published on October 19, 2023, came into effect on November 1, 2023. This resolution superseded certain transitional provisions that were previously set forth in BCB Resolution No. 281, providing (among other aspects) that the execution of simultaneous foreign exchange transactions will no longer be required for foreign direct investments and granting of loans to foreign investors when there is no actual flow of funds involved in the underlying transaction. Foreign exchange transactions must still be followed in investments performed by non-resident investors in the Brazilian capital and finance markets. On December 3, 2024, the Brazilian Central Bank and the CVM issued Joint Resolution No. 13, establishing a new regulatory framework for foreign investors in the financial and securities markets. This new rule has the purpose to simplify and modernize procedures for non-resident operations in Brazil, enhancing efficiency in line with international best practices. Such rule replaced previous resolutions, such as CMN Resolution No. 4,373, dated September 29, 2014. The main changes established by Joint Resolution include equalizing the minimum registration requirements for resident and non-resident investors, eliminating the need for non-resident individual investors to appoint a representative in Brazil or register with the CVM for certain operations, and expanding the use of non-resident checking or payment accounts for financial investments. In addition, such rule removes the requirement for mandatory simultaneous foreign exchange operations for investment conversions and the need to register such investments in the RDE-Portfolio system. Such measures have the purpose to provide greater clarity and security for investors, particularly regarding changes in residency. Joint Resolution No. 13 came into effect on January 1, 2025. Bets and Fixed-Odds Betting Under Law No. 13,756, of December 12, 2018, and Law No. 14,790, of December 29, 2023, fixed-odds betting is classified as lottery. It covers wagers on real or virtual events where the potential payout is determined at the time the bet is placed by applying a fixed multiplier (“odds”) to each unit wagered. A bet may be placed online, via electronic platforms, or in person, by purchasing a printed ticket, either before or during the event. The Ministry of Finance oversees the sector, granting paid operating authorizations with no cap on the number of licensed companies. Authorized operators may distribute their products through any lawful commercial channel. Regulatory authority is delegated to the Secretariat of Prizes and Betting, or “SPA,” a specialized unit within the Ministry of Finance responsible for licensing, regulation, compliance monitoring, and enforcement across fixed-odds betting, lotteries, promotional contests, philanthropic raffles, and advance fundraising. To qualify for authorization, companies must be incorporated under Brazilian law, maintain headquarters and management in Brazil, and comply with all Ministry of Finance regulations. The Ministry issues detailed implementing rules, which govern operational standards, oversight procedures, and sanctions for non-compliance. 180 The SPA enforces a comprehensive legal framework for Brazil’s fixed-odds betting sector, covering both online and in person operations. Together, they establish a detailed set of rules on licensing, technical standards, compliance, consumer protection, The initial ordinances addressed the sector’s foundational regulatory elements. On March 24, 2026, Law No. 15,358/2026 was enacted, establishing new measures aimed at combating illegal betting activities and strengthening the role of financial institutions, payment institutions and payment arrangement participants in monitoring and preventing related transactions. Among other provisions, Law No. 15,358/2026 introduced mandatory obligations to block accounts and prevent transactions involving entities identified as unauthorized operators of fixed-odds betting activities, subject to applicable administrative procedures. The law also expanded requirements for the monitoring of transactions and the adoption of enhanced due diligence procedures, as well as the sharing of information regarding suspected fraudulent or illegal activities through interoperable systems, in accordance with existing regulations. Law No. 15,358/2026 also provided that financial institutions and payment institutions must implement measures to detect and prevent the use of payment systems, including Pix, in connection with unauthorized betting activities, and may be required to adopt specific controls, including transaction monitoring based on predefined criteria, blocking or rejecting transactions and enhanced risk analysis. The law further expanded the scope of administrative infractions applicable to regulated entities, including in connection with the maintenance of relationships with unauthorized operators and failures in the implementation of adequate internal controls and compliance mechanisms, and introduced additional potential liabilities, including in certain circumstances joint liability for obligations arising from transactions involving unauthorized operators. On April 24, 2026, the CMN issued Resolution No. 5,298/2026, establishing principles and restrictions applicable to the organization and operation of derivatives markets in Brazil, including in relation to so-called prediction markets. CMN Resolution No. 5,298/2026 prohibits the offering and trading, in Brazil, of derivatives contracts whose underlying assets are linked to certain types of events, including sports events and other non-economic or non-financial events, subject to interpretation by the CVM. In parallel, the Secretariat of Prizes and Betting of the Ministry of Finance issued Technical Note SEI No. 2958/2026, which provides that certain prediction market structures may be characterized as fixed-odds betting activities under applicable law. These regulatory developments, taken together, reinforce the regulatory framework applicable to betting-related activities and may result in increased compliance, monitoring and control obligations for financial institutions and payment institutions, particularly with respect to the identification, prevention and restriction of transactions associated with unauthorized operators and products. E-Commerce, Data Protection and Taxes In addition to regulations affecting digital payment schemes, our subsidiaries are also subject to laws relating to internet activities, e-commerce and data protection, as well as consumer protection laws, tax laws and other regulations applicable to Brazilian companies generally. Internet activities in Brazil are regulated by Brazilian Federal Law No. 12,965, of April 23, 2014, as amended, known as the Brazilian Civil Rights Framework for the internet, which embodies a substantial set of rights of internet consumers, and obligations relating to internet service providers. This law exempts intermediary platforms such as PicPay Brazil from liability for user generated content in certain cases. On the other hand, this law provides for penalties (including fines) in case of non-compliance. The laws and regulations applicable to the Brazilian digital payments industry are subject to ongoing interpretation and change, and our digital payments business may become subject to regulation by other authorities. Consumer Protection Laws We are subject to several laws and regulations designed to protect consumer rights, most importantly, Brazilian Federal Law No. 8,078, of September 11, 1990, as amended (Código de Defesa do Consumidor) or the Consumer Protection Code, which sets forth the legal principles and requirements applicable to consumer relations in Brazil. This law regulates, among other things, commercial practices, product and service liability, strict liability of the supplier of products or services, reversal of the burden of proof to the benefit of consumers as the hypo sufficient party, the joint and several liability of all companies within the supply chain, abuse of rights in contractual clauses, advertising and information on products and services offered to the public. The Consumer Protection Code further establishes the consumers’ rights to access and modify personal information collected about them and stored in private databases. These consumer protection laws could result in substantial compliance costs. 181 Consumer and User Relations On October 18, 2021, the Brazilian Central Bank issued Resolution No. 155, or “BCB Resolution 155/2021,” which sets forth rules and procedures regarding the relationship with consumers and users of products and services by payment institutions authorized to operate by the Brazilian Central Bank. Such new resolution became effective on October 1, 2022. BCB Resolution 155/2021 establishes certain new rules, which mainly have the purpose to ensure a fair and equitable treatment at all stages of the relationship with institutions that provide financial and payments services, as well as an alignment between the service providers’ and consumers’ interests. Pursuant to BCB Resolution 155/2021, payment institutions authorized to operate by the Brazilian Central Bank must also draft and implement an institutional policy for their relationship with consumers. This new policy must consolidate guidelines, strategic objectives and organizational values to ensure that its activities are guided by ethical principles, accountability, transparency and diligence. Moreover, BCB Resolution 155/2021 provides that payment institutions authorized to operate by the Brazilian Central Bank must appoint to a director that will be responsible for compliance with the obligations provided by BCB Resolution 155/2021. Finally, BCB Resolution 155/2021 sets forth other obligations of payment institutions authorized to operate by the Brazilian Central Bank, such as observing transparency and suitability rules, which are aligned with certain requirements already established for financial institutions. Data Privacy and Protection Consumer accounts on our digital platform are subject to data protection under the Brazilian Civil Rights Framework for the internet, bank secrecy laws (Complementary Law 105/01 c/c/ Article 17 of CMN Resolution 4,282/2013) and the Brazilian Federal Law No. 13,709, of August 14, 2018, as amended (Lei Geral de Proteção de Dados Pessoais), or “LGPD.” We are also subject to intellectual property rules, and to tax laws and related obligations such as the rules governing the sharing of consumer information with tax and financial authorities. It is unclear whether the tax and regulatory authorities would seek to obtain information regarding our consumers. Any such request could come into conflict with the data protection rules, which could create risks for our business. The Brazilian Civil Rights Framework for the internet establishes principles, guarantees, rights and duties for the use of the internet in Brazil, including regulation about data privacy for internet consumers, for example regarding the retention period for consumers’ log information. The LGPD establishes detailed rules to be observed in the maintenance and processing of personal data and provides, among other measures, rights to data subjects, cases in which the processing of personal data is allowed, obligations and requirements relating to security incidents involving personal data and the transfer and sharing of personal data. The LGPD further establishes penalties for non-compliance with its provisions, ranging from a warning and exclusion of personal data treated in an irregular way to fines or the prohibition from processing personal data. The LGPD also authorizes the creation of the National Data Protection Authority (Autoridade Nacional de Proteção de Dados – “ANPD”), an authority that oversees the compliance with the rules on data protection. Any additional privacy laws or regulations enacted or approved in Brazil or in other jurisdictions in which we operate could seriously harm our business, financial condition or results of operations. Bank Secrecy Brazilian financial and payment institutions are subject to bank secrecy rules, pursuant to Supplementary Law No. 105, of January 10, 2001, as amended. These institutions are required to maintain the secrecy of their transactions and services, except for certain events, including: (i) disclosure of confidential information upon the express consent of the interested parties; (ii) exchange of information between financial institutions for recording purposes; (iii) remittance of record information to credit protection agencies related to drawers of bad checks and borrowers in default; (iv) communication of criminal or administrative offenses to competent authorities; and (v) if the they are responsible for withholding and paying contributions, remittance of information to the Brazilian Internal Revenue Office required to identify taxpayers and global amounts involved in their transactions. 182 Developments on Revolving Credit (Crédito Rotativo) Regulations Over the past few years, several bills of law with the purpose to regulate the limitation revolving credit (crédito rotativo) and other types of credit applied on the financing of the outstanding balance of credit card invoices in Brazil have been presented in the National Congress, since the general perception is that this type of credit significantly burdens the consumer of financial services in Brazil (according to data provided by the Brazilian Central Bank, revolving credit rates in June 2022, averaged 440% per annum). In this context, on October 3, 2023, Brazilian Federal Law No. 14,690, or “Law 14,690/2023,” determined that credit card issuers must submit for the approval of the CMN any regulations that limit the interest and financial fees charged over the outstanding balance of credit cards invoices, in the categories of revolving credit (crédito rotativo) and its installments (parcelado do rotativo). With the enactment of Law 14,690/2023, the Brazilian Central Bank regulated, through CMN Resolution No. 5,112, of December 21, 2023, or “CMN Resolution 5,112/2023,” the limitation provided for in Law 14,690/2023, which sets forth that the total amount charged by institutions that grant financing through revolving credit and/or its installments as interest and financial charges may not exceed the original amount of the debt financed. This limitation applies to all issuers of credit cards and other post-paid payment instruments. Overall, CMN Resolution 5,112/2023 provides the following: ● all revolving credit operations and debt or invoice installment payments by issuers, as well as any renegotiation of these operations by issuers, will now be subject to the limit on interest and charges based on the original value of the debt; ● such limit applies to each new revolving credit operation or its installments with interest. In other words, each issuer must have a control per financed operation (revolving credit or installment credit with interest) in order to prevent the interest on these operations from exceeding the interest limit imposed by Law 14,690/2023; and ● civil default interest and contractual fines resulting from penal clauses (imposed for late payments), as well as other fees and commissions incident to the financing operation, make up the calculation of interest that will be subject to the limit mentioned therein. CMN Resolution 5,112/2023 also ensures that credit card issuers and holders can renegotiate the financing provided that the total amount charged as interest and financial charges applicable to each renegotiation does not exceed the amount of the debt originally constituted. The rule provides that the original amount of the debt as well as the total amount charged as interest and financial charges applicable to each financing operation must be detailed in the respective statements and invoices in connection with current regulations (i.e., CMN Resolution No. 5,004, of March 24, 2022, and BCB Resolution 96, of May 19, 2021). CMN Resolution 5,112/23 came into force on July 1, 2024 (with the exception of its article 1, that came into force on the date of its publication). However, considering the provisions of the Law 14,690/2023, the interest rate limitation applies only to any new financing (revolving and its installments) agreed as of January 3, 2024. Financing operations agreed up to this date follow previous rules. 183 The provisions of CMN Resolution 5,112/2023 applied throughout the years of 2024 and 2025. However, as Law 14,960/2023 sets forth that relevant stakeholders may submit to the Brazilian Central Bank a self-regulation proposal that can be reviewed on an annual basis, it is possible that in the following years such self-regulation is further approved by the Brazilian Central Bank and adopted as the market standard instead of the provisions of CMN Resolution 5,112/2023 (subject to the limitations provided in Law 14,960/2023). ESG Aspects in Regulated Institutions The Brazilian Central Bank has been progressively implementing transparency requirements. On November 21, 2024, the CMN issued Resolution No. 5,185, which requires larger financial institutions to prepare and disclose a report of financial information related to sustainability together their financial statements. Such report must comply with the International Sustainability Standards Board’s IFRS S1 (General Requirements for Disclosure of Sustainability-related Financial Information) and IFRS S2 (Climate-related Disclosures) pronouncements, as well as with the Brazilian Sustainability Pronouncements Committee (CBPS)’s Technical Pronouncement 01 and 02 on the same matters. Such requirement is applicable to institutions that disclose consolidated annual financial statements in accordance with the international accounting standards of the International Accounting Standards Board (IASB), including publicly traded companies and leaders of prudential conglomerates in the S1, S2, or S3 segments, such as us. Consequently, institutions that voluntarily publish consolidated financial statements must also disclose the sustainability report, which must be verified by an independent auditor. Resolution No. 5,185 came into force on January 1, 2025, with the disclosure obligation beginning in 2026 for institutions registered as publicly-held companies or in the S1 or S2 segments, and in 2028 for institutions in the S3 segment and those that voluntarily publish consolidated financial statements. Early voluntary adoption is permitted. On November 4, 2025, the Brazilian Central Bank launched Public Consultation No. 127, proposing amendments to BCB Resolution No. 139/2021 to expand and standardize the Social, Environmental and Climate Risks and Opportunities Report (GRSAC). The proposal introduces a second phase of requirements focused on quantitative metrics and targets, while refining the qualitative tables adopted in 2021, and aligns disclosures with international standards, including IFRS S1 and S2 and the Basel Committee’s Pillar 3 framework for voluntary climate risk disclosures. The new framework structures the GRSAC Report into standardized qualitative and quantitative tables covering governance, strategy, risk management and climate risk (transition and physical), as well as sectoral exposures and emissions, agriculture by biome, power generation by source, physical risk metrics for drought and heavy rain, transition plans, and social and environmental risk exposures. Disclosure of business opportunities remains voluntary; disclosure of national and international voluntary commitments follows new standardized tables (COMP1 and COMP2). The consultation also clarifies the use of climate scenario analysis, with parameters for narratives, time horizons and scientific bases. Implementation is phased. For S1 and S2 institutions, the new GRSAC format would take effect in January 2027, with the first publication in 2028 using a December 2027 reference date. S3 institutions become subject to all tables with the first required publication based on December 31, 2028; S4 institutions, previously limited to a qualitative governance table, must disclose standardized information on social, environmental or climate commitments via COMP1 and COMP2 on the same timeline as S3. S5 institutions remain exempt. The proposed rules preserve flexibility to add granularity or justify omissions where immaterial and allow complementing tables to meet the sustainability financial reporting requirements aligned with IFRS Accounting Standards, subject to consolidation scope differences. Loan Loss Provision Rules Applicable to Regulatory Reporting For regulatory reporting purposes, financial institutions and other institutions authorized to operate by the Brazilian Central Bank must classify credit transactions (e.g., loans) in ascending order of risk. In this regard, such entities must make loan loss provisions in amounts sufficient to cover probable losses on the realization of the loans, pursuant to CMN Resolution No. 2,682, of December 21, 1999, or CMN Resolution 2,682/1999. 184 On November 25, 2021, CMN issued Resolution No. 4,966, or CMN Resolution 4,966/2021, establishing new accounting standards and criteria applicable to financial instruments, as well as the designation and recognition of hedge accounting by financial institutions and other licensed entities, including loan loss provisions regulated under CMN Resolution 2,682/1999. In summary, the regulation’s target is to align accounting practices of Brazilian financial institutions with IFRS Accounting Standards, which are globally adopted. CMN Resolution 4,966/2021 is set to enter into force in stages and revoke CMN Resolution 2,682/1999. Except for specific provisions which will enter into force as of January 1, 2027, the key aspects of CMN Resolution 4,966/2021 have entered into force as of January 1, 2025. Since the enactment of CMN Resolution 4,966/2021, financial institutions have been discussing new parameters for loan loss provisions. To ensure the proper calculation of expected losses and homogeneous application of regulations by all institutions, on April 11, 2024, the Brazilian Central Bank issued Normative Ruling No. 464, providing for the criteria to be followed when estimating the parameters for measuring the expected losses associated with credit risk addressing the main issues under discussion, revoked by Normative Ruling No. 560, of December 6, 2024. Interest Rates Limitations On June 28, 2024, Law No. 14,905, or Law 14,905/2024, was enacted with the purpose of amending the Brazilian Civil Code to clarify interest rates limitations that are applicable for non-financial institutions in Brazil. With the enactment of Law 14,905/2024, which came into force sixty days after the date of its publication, the current article 406 of the Brazilian Civil Code now provides that when interest on debts is not agreed, or when it is determined by law, interest on debts for the year will correspond to the legal rate, which consists of the benchmark rate of the SELIC, less the monetary update index of the Expanded Consumer Price Index (IPCA) for the period. Another significant development introduced by Law 14,905/2024 is that interest rates in general may be freely agreed upon, and exceeding the limits set forth in the Brazilian Usury Law, when the obligations are: (i) agreed between legal entities; (ii) represented by credit instruments or securities; (iii) entered into with financial institutions and other institutions authorized to operate by the Brazilian Central Bank (e.g., PicPay Brazil, PicPay Bank, PicPay Invest and/or Crednovo), investment funds (e.g., FIDCs) or clubs; or (iv) carried out in the financial, capital or securities markets. Compensation Rules for the Management of Brazilian Regulated Institutions In September and November 2024, the Brazilian Central Bank and the National Monetary Council introduced new regulations addressing the compensation policies for officers of financial institutions, payment institutions, and other entities under its authorization. These measures, outlined in CMN Resolution No. 5,177 and BCB Resolution No. 432, which came into force on January 1, 2025, replaced the previous CMN Resolution No. 3,921, in effect since 2010. The new framework introduces enhancements aimed at aligning the current regulation with international standards for governance, risk management, and transparency, while expanding the applicability of these rules to smaller institutions. A cornerstone of the new framework is the obligation for institutions to establish compensation policies that ensure variable compensation aligned with long-term performance and effective risk management. Among the key provisions, at least 50% of variable compensation must be paid in shares or equivalent instruments, and at least 40% of the total compensation must be deferred for a minimum period of three years. These deferred payments will be subject to malus mechanisms, which allows for reductions or cancellations in cases of financial losses or other adverse outcomes. Moreover, extraordinary payments to executives upon their departure are restricted unless they align with the institution’s risk and value creation frameworks. 185 Governance requirements under the new regulations are also enhanced. Larger institutions, particularly those listed as public companies or leaders within designated financial segments, are required to establish statutory compensation committees, which must include independent members and have the task to oversee the design and implementation of compensation policies. For smaller institutions, the responsibility for such functions may be assigned to the company’s Board of Directors. The regulations also impose heightened transparency requirements. Institutions are now required to disclose annual reports detailing their compensation practices, which must include comprehensive descriptions of the performance metrics used, the mechanisms for risk adjustment, and the allocation of various compensation components. By updating these rules, the National Monetary Council and Brazilian Central Bank seek to strengthen the governance and sustainability of regulated institutions, ensuring that compensation practices support prudent management and long-term stability across the sector. Banking as a Service (BaaS) On November 28, 2025, the Brazilian Central Bank and the CMN issued Joint Resolution No. 16, or “Joint Resolution 16/25,” which regulates the provision of Banking as a Service, or BaaS, by financial institutions, payment institutions, and other entities authorized to operate by the Brazilian Central Bank. Joint Resolution 16/25 defines BaaS as the contractual arrangement under which BaaS providers make specified financial and payment services available to clients through an integrating entity that interfaces with clients, and it clarifies the definitions of the BaaS service, the BaaS provider institution, the BaaS service-taking entity, and the client, while expressly excluding activities such as correspondent banking services, data processing/cloud services, Open Finance partnerships, and activities of sub-acquirers and network service providers from the BaaS scope. Joint Resolution 16/25 sets forth that BaaS contracts may cover, exclusively, one or more of the following services: (i) opening, maintenance and closing of demand deposit, savings deposit, and prepaid or postpaid payment accounts; (ii) payment services conducted through those accounts; (iii) merchant acquiring services; (iv) credit operations (offer, contracting, administration, and collection); and (v) additional services that may be included by the Brazilian Central Bank in the future. It requires that services be provided by authorized institutions within their permitted activities and via electronic channels through system/platform/process integrations between the BaaS provider and the service-taking entity. It also sets conditions on account ownership, payment transaction flows, and debtor identity for credit operations, and clarifies that services outside the listed scope are not BaaS and cannot be offered as such. BaaS contracts must specify the object, roles and responsibilities, remuneration, security measures, Brazilian Central Bank access rights to information, client demand handling, restrictions on fees charged in the name of the service-taking entity, declarations regarding the prohibition on unauthorized financial activities, and restrictions on sub-contracting BaaS services, among other terms. They must also ensure transparency about the status of the service-taking entity (including that it is not an institution authorized by the Brazilian Central Bank, as applicable), responsibilities for client communications (including upon termination and for credit portability and post-cession rights), data sharing necessary to fulfill responsibilities, and the provision of information for KYC, fraud prevention, and AML/CFT procedures. The contracts must address resolution scenarios and termination, including access by the resolution authority, advance notice of service interruption, transparency to clients, and client options regarding relationships with the provider and the service-taking entity. The provider institution bears responsibility for the reliability, integrity, availability, security, confidentiality, and regulatory compliance of services provided under BaaS, including KYC, fraud prevention, and AML/CFT. While ancillary tasks may be performed by the service-taking entity, the provider must supply the necessary tools and remains responsible, and SCR access/sharing with the service-taking entity is prohibited for ancillary tasks related to credit operations. Institutions acting as BaaS providers or service-taking entities must designate a director responsible for compliance with the resolution. 186 Naming Regulations for Authorized Institutions in Brazil On November 28, 2025, the Brazilian Central Bank and the CMN issued Joint Resolution No. 17, or “Joint Resolution 17/25,” which governs the nomenclature and public presentation of institutions authorized to operate by the Brazilian Central Bank. The rule applies to the institution’s full nomenclature – comprising its corporate name, trade name, brand, and internet domain – and to any medium used for communication or public presentation to clients and users. Joint Resolution 17/25 requires institutions to include, in their corporate names, terms that clearly reference the scope of their authorization to operate granted by the Brazilian Central Bank. It prohibits use, in any nomenclature, of terms – whether literally or by morphological or phonetic similarity – that suggest activities or an institutional type for which the entity does not have specific authorization. Cooperatives may reference their cooperative system in their nomenclature. Institutions that are part of a prudential conglomerate may incorporate the conglomerate’s name, provided it is clear to clients which type of institution within the conglomerate they are interacting with and the conglomerate’s name does not include terms identifying a type of institution not included in the conglomerate. Private Payroll Deduction Loans Rules Law No. 10,820, of December 17, 2003, as amended by Law No. 15,179, of July 24, 2025, modernizes the framework for private payroll-deduction loans by facilitating the use of digital platforms for both the solicitation and management of these credit arrangements. The reform is intended to enhance efficiency, strengthen security, and improve accessibility for workers. Under the updated rules, formal employees—including rural workers, domestic workers, and registered sole-proprietor micro-entrepreneurs (MEIs)—may apply for loans on more favorable terms directly through Brazil’s official Digital Work Card application. Loan repayments are capped at 35% of the borrower’s gross salary, with the option to pledge up to 10% of the FGTS (Severance Indemnity Fund) balance or up to 100% of the termination indemnity payable upon dismissal without cause as collateral, and installments are deducted automatically from payroll via the national eSocial system. The measure is expected to deliver tangible benefits to workers by expanding access to lower-interest credit facilities and reducing administrative costs. For the first 120 days following the launch of the systems or platform, funds from new payroll-deducted loan transactions with authorized institutions must be used exclusively to repay either (i) non-payroll-deducted loans with outstanding installments without collateral, or (ii) payroll-deducted loans with outstanding installments, provided the borrower has such active obligations on the date the new loan is granted. These new credit operations may be offered by any duly authorized payroll-deducting institution and must carry an interest rate lower than that of the original loan being refinanced. In such cases, lending institutions are required to report the relevant loan data to the designated public operating agents. This priority repayment structure is intended to encourage the replacement of higher-cost debt with cheaper, payroll-deducted alternatives, thereby contributing to broader economic stimulus. FGC Emergency Recapitalization Plan and Governance Reforms In February 2026, the board of directors of the FGC (Brazil’s deposit insurance fund), approved an emergency recapitalization plan following the liquidation of certain banks by the Central Bank of Brazil, requiring member institutions, including our subsidiaries, to advance contributions over a multi-year period. On March 25, 2026, we advanced R$170.1 million to the FGC pursuant to this plan. 187 Recent Developments on Financial Stability, Deposit Protection and Liquidity Requirements On January 22, 2026, the CMN issued CMN Resolution No. 5,279, amending the framework applicable to FGC, to enhance its governance, depositor protection mechanisms and operational flexibility in connection with financial assistance and resolution measures involving member institutions. Among other matters, CMN Resolution No. 5,279/2026 updated rules relating to the payment of guarantees, information-sharing, governance procedures and certain support transactions intended to contribute to the stability of the Brazilian Financial System. In addition, on April 23, 2026, the CMN issued Resolution No. 5,295, which further strengthened liquidity management requirements applicable to financial institutions in Brazil. CMN Resolution No. 5,295/2026 expanded the scope of short-term liquidity metrics to additional categories of institutions and introduced a simplified liquidity coverage framework for certain institutions, with phased implementation requirements beginning in 2027. These regulatory developments reflect the continued enhancement of prudential safeguards and financial stability mechanisms in Brazil and may result in additional compliance, liquidity management and operational requirements for regulated institutions. Recent Developments on Minimum Liquidity Coverage Requirements On April 23, 2026, the CMN issued Resolution No. 5,296 and the Brazilian Central Bank issued Resolution No. 560, establishing minimum requirements applicable to the Liquidity Coverage Ratio (LCR), and the Simplified Liquidity Coverage Ratio (LCRS). These measures form part of broader regulatory initiatives intended to strengthen liquidity risk management and prudential safeguards applicable to financial institutions in Brazil. Under this framework, the LCR, which is aligned with the Basel III standard and measures the relationship between high-quality liquid assets and projected net cash outflows over a 30-day stress scenario, became applicable to additional institutions classified in Segment 2. In addition, the LCRS was introduced for certain institutions classified in Segments 3 and 4 that raise funds from the public through deposits or the issuance of securities, based on a simplified methodology proportionate to the size and complexity of such institutions. The implementation of these minimum liquidity requirements will follow a transition schedule. From January 1, 2027 through June 30, 2027, the minimum required ratio for the applicable indicators will be 90%, increasing to 100% as of July 1, 2027. These regulatory developments may result in additional liquidity management, monitoring, reporting and compliance obligations for regulated institutions. Recent Developments on Information Technology Service Providers On January 30, 2026, the Brazilian Central Bank issued Resolution No. 547/2026, amending BCB Resolution No. 498/2025, which governs the accreditation and activities of Information Technology Service Providers (Provedores de Serviços de Tecnologia da Informação, or “PSTIs”) within the Brazilian Financial System and the Brazilian Payment System. BCB Resolution No. 547/2026 introduced more stringent and comprehensive requirements applicable to the accreditation and ongoing supervision of PSTIs. Among other matters, the new rules permit the Brazilian Central Bank to require higher minimum levels of share capital and net equity, refine accreditation standards applicable to controlling shareholders and management, and strengthen governance, internal controls, compliance and risk management requirements, including annual reporting and traceability mechanisms. The resolution also expanded notification and information-reporting obligations, including in connection with corporate changes and the replacement of managers, simplified de-accreditation procedures and broadened the circumstances under which precautionary measures may be adopted by the Brazilian Central Bank. In addition, BCB Resolution No. 547/2026 extended the implementation period for the new requirements from four to eight months in order to allow operational and regulatory adjustments. Institutions connected to the RSFN through PSTIs remain subject to the transaction limits applicable to Pix and TED transactions under BCB Resolutions No. 496/2025 and No. 497/2025 until the relevant PSTI successfully completes its accreditation process. These regulatory developments may result in additional compliance, operational, technological and oversight requirements for institutions that rely on PSTIs or other third-party technology service providers. 188 C. Organizational Structure The following chart reflects our corporate structure, as of the date of this annual report. (1) All of the issued and outstanding capital stock of J&F Participações is jointly controlled, pursuant to a shareholders’ agreement, by Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders. For more information about the shareholders’ agreement of J&F Participações, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Principal Shareholders—Shareholders’ Agreement of J&F Participações.” (2) Mr. José Antonio Batista Costa is our chairman and one of our non-executive directors. He is a nephew of Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders. For more information about Mr. José Antonio Batista Costa, see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.” Mr. José Antonio Batista Costa has been appointed as beneficiary of Stichting JAB, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting JAB. (3) Mr. Anderson Chamon is PicPay Brazil’s co-founder and its executive vice-president of new businesses. Mr. Anderson Chamon has been appointed as beneficiary of Stichting ACC Family, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting ACC Family. (4) Other shareholders includes: (i) Stichting AGR, which directly owns 2.5% of our Class A common shares, and 0.8% of our total common shares; (ii) Stichting ECS, which directly owns 2.5% of our Class A common shares and 0.8% of our total common shares, among others. Mr. Aguinaldo Gomes Ramos Filho, a nephew of Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista and a cousin of Mr. José Antonio Batista Costa, has been appointed as beneficiary of Stichting AGR, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting AGR. Mr. Eduardo Chedid Simões, our chief executive officer and executive director, has been appointed as beneficiary of Stichting ECS, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting ECS. For more information about Mr. Eduardo Chedid Simões, see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.” 189 D. Property, Plant and Equipment Our Facilities Our corporate headquarters, which house our technology, sales, marketing, and business operations, are located in São Paulo in two different locations. One in Vila Leopoldina, comprising 9,125.0 square meters under a lease that expires in 2032, and another one located in Brooklin, comprises 3,689.9 square meters under a lease that expires in 2029. Our office located in Vitória, in the state of Espírito Santo, comprises 3,689.9 square meters under a lease that expires in 2029. We also have an office located in Brasília, in the Federal District, comprising 153.0 square meters under a lease that expires in 2026. We believe that our facilities are suitable and adequate for our business as presently conducted, however, we periodically review our facility requirements and may acquire new space to meet the needs of our business or consolidate and dispose of facilities that are no longer required.