A.[RESERVED] B.Capitalization and Indebtedness Not Applicable. C.Reasons for the Offer and Use of Proceeds Not Applicable. D.Risk Factors An investment in our common shares involves a high degree of risk. In addition to the other information contained in this Annual Report on Form 20-F, holders of our common shares should carefully consider the following risk factors before purchasing our common shares. If any of the possible events described below occurs, our businesses, financial condition, results of operations or prospects could be materially and adversely affected. As a result, the market prices of our common shares could decline and holders of our common shares could lose all or part of their investment. The risks and uncertainties below are those known to us and that we currently believe may materially affect us and our common shares. We may face additional risks and uncertainties not currently known to us or which as of the date of this Annual Report on Form 20-F we might not consider significant, which may also adversely affect our businesses. Risks Relating to Our Businesses We are a holding company and all of our operations are conducted through our subsidiaries. Our ability to pay corporate expenses and to pay dividends, if any, to holders of our common shares depends on the ability of our subsidiaries to pay dividends and make other distributions to us. As a holding company, all of our operations are conducted through our subsidiaries. Accordingly, our ability to pay corporate expenses and to pay dividends, if any, to holders of our common shares, depends on our receipt of dividends and other distributions from our subsidiaries. There are various regulatory restrictions in Peru and other jurisdictions that may limit our subsidiaries’ ability to pay dividends or make other payments to us, such as their obligations to maintain minimum regulatory capital and minimum liquidity. See “—Public health crises and epidemics/pandemics could adversely affect our and our subsidiaries’ business, financial condition and results of operations." In addition, some of our Peruvian subsidiaries pay dividends to us on the basis of the SBS GAAP financial statements, which differ from IFRS Accounting Standards. For example, for the year ended December 31, 2025, Interseguro had a net profit of S/274.5 million under IFRS Accounting Standards and of S/429.7 million under SBS GAAP, which will result in a dividend payment to us of S/160.0 million in 2026. Therefore, there is no assurance that the differences in accounting treatment will not render the opposite result, namely that lower or no dividends would be payable to us by any of our Peruvian subsidiaries under SBS GAAP than what it would appear to be able to pay under IFRS Accounting Standards, or that dividends will continue to be payable under SBS GAAP in the future. Furthermore, our subsidiaries may incur indebtedness or enter into other arrangements containing terms that may restrict or prohibit the payment of dividends, the making of other distributions, or the making of loans to us. We cannot assure holders of our common shares that the agreements governing the future indebtedness of our subsidiaries will permit them to provide us with sufficient dividends, distributions or the making of loans to fund dividend payments. 14 To the extent our subsidiaries do not have funds available or are otherwise restricted from paying dividends to us, our ability to pay dividends to our shareholders will be adversely affected. As a holding company, our right to receive any distribution of assets of our subsidiaries will be effectively subordinated to the rights of our subsidiaries’ creditors, and holders of our common shares may have limited recourse against our subsidiaries’ assets in case of our liquidation. As a holding company, our right to receive any distribution of assets of our subsidiaries upon any subsidiary’s liquidation or reorganization or otherwise will be subject to the prior claims of creditors of that subsidiary, except to the extent that any claims by us as a creditor of such subsidiary may be recognized as such. Accordingly, holders of our common shares will have rights that will effectively be subordinated to all existing and future indebtedness of our subsidiaries, and, in the event of any claim against us, our shareholders may have recourse only against our assets, and not those of our subsidiaries, for payments. The only significant assets that we currently hold are our equity interests in our subsidiaries. Our subsidiaries are subject to extensive regulation and supervision, and changes in existing regulations or the implementation of future regulations may have a material adverse effect on our financial condition and results of operations Interbank and Interseguro are subject to extensive regulation and supervision by the SBS. The SBS also oversees all of Interbank’s and Interseguro’s subsidiaries and their operations. Interbank is also subject to regulation and oversight by the Central Reserve Bank of Peru, which, together with the SBS, have general administrative responsibilities over banks and other financial institutions, including the authority to set loan loss provisions, limits on interest rates and fees, regulatory capital requirements and other minimum capital adequacy and reserve requirements. In addition, banks are required to provide the SBS, on a periodic basis, with all information necessary to allow for its evaluation of the bank’s financial performance. Similarly, insurance companies are required to periodically provide the SBS, with all information necessary for the SBS to evaluate the company’s management, measure systems, solvency, profitability and liquidity. Similarly, Inteligo’s subsidiaries are regulated by governmental entities and other financial services regulators in The Bahamas, Panama and Peru. Inteligo Bank is subject to the regulation and supervision of the Central Bank of The Bahamas. Additionally, Inteligo Bank’s asset management activities and securities custody and trading activities are subject to supervision by the Securities Commission of The Bahamas. Inteligo Bank holds licenses from the Securities Commission of The Bahamas for dealing in securities as agent or principal, arranging deals, managing securities and advising on securities. Inteligo Bank is licensed to undertake all securities-related activities ancillary to its banking business. Inteligo Bank and its branch are subject to regulation by the Superintendency of Banks of Panama (Superintendencia de Bancos de Panamá). Inteligo Bank is also subject to regulation by the Securities Commission of Panama (Superintendencia del Mercado de Valores de Panamá) since June 18, 2021, when it obtained its investment advisory license. On January 3, 2022, Inteligo Bank began its operations under such license. Inteligo SAB and Interfondos are subject to the regulation and supervision of the SMV in Peru. Also, Interbank and Interseguro are subject to the regulations of the SMV. PMP and Izipay are mainly subject to the regulations of the Central Reserve Bank of Peru. In addition, IFS, Interbank, Interseguro, Inteligo Bank and Inteligo SAB are subject to other regulations, such as the U.S. Foreign Account Tax Compliance Act (“FATCA”), which could increase compliance costs and, in case of non-compliance could result in liability, additional costs or sanctions imposed by the U.S. Internal Revenue Service. Changes in the regulation and/or supervision of Interbank, Interseguro, Inteligo and/or Izipay or the implementation of future regulations could have a material adverse effect on our financial condition and results of operations by restricting our existing operations, limiting the expansion of our business and requiring extensive system and operating changes that may be difficult or costly to implement. For example, the SBS and the Central Reserve Bank of Peru regulate, and have in the past changed, capital structure and deposit reserve requirements, interest paid on deposit reserves, the amount of deposit reserves for which no interest is payable, rules regarding provisions for loan losses and legal lending limits applicable to Peruvian commercial banks. Furthermore, Interbank could be required to increase its level of provisions in response to pro-cyclical provisioning requirements or be required to increase capital levels in response to pro-cyclical buffers that could be activated by regulators under certain favorable macroeconomic conditions. As an example, additional changes in the regulation and supervision of our subsidiaries were imposed as a result of social unrest, which Interbank complied with, but we cannot predict whether and to what extent new laws and regulations will be imposed in case of other periods of crisis. Moreover, changes in consumer protection regulation and protection of personal data may also affect our business. In March 2021, the Peruvian Congress approved Law No. 31143 under which (i) the Central Reserve Bank of Peru will semi-annually establish caps on interest rates (including default interest rates) that banks can charge to consumers and small businesses, and (ii) in cases of default, the debtor shall only pay interest which may not be capitalized and may not be charged with commissions or additional expenses. Since its approval, such new regulation limiting the interest that can be charged to clients of banking entities, such as Interbank, has negatively impacted its financial results. In addition, Interbank could be subject to limits on fees or commissions charged to clients. If legislation or governmental or regulatory action is enacted limiting the amount of ATM fees or 15 surcharges that Interbank may receive or on its ability to charge overdraft or other fees, it could adversely impact our financial results. Furthermore, during 2022, Legislative Decree No. 1531 amended the Peruvian Banking and Insurance Law (Ley General del Sistema Financiero y del Sistema de Seguros y Orgánica de la Superintendencia de Banca y Seguros), approved by Law No. 26702 (as amended, the “Peruvian Banking and Insurance Law”) to more closely align the Peruvian regulatory framework and its regulations applicable to the companies of the financial system to the Basel Committee’s 2011 agreement regarding the overall design of the capital and liquidity reform package (now referred to as “Basel III”), including changes related to the composition of the effective equity (which changes to effective equity came into effect as of January 1, 2023). Interbank has already implemented most of these requirements, with no adverse effect to its financial condition or operations, but as it continues to implement such additional requirements imposed by Legislative Decree No. 1531 and the other resolutions aimed at adapting the regulatory framework of the financial system more generally to the Basel III principles, we cannot guarantee that no such effects will impact its financial condition or results of operations. In September 2024, Legislative Decree No. 1665 amended Law No. 29440 (the Payments and Securities Settlement Systems Law) to grant new regulatory and sanctioning powers to the Central Reserve Bank of Peru (e.g., imposition of fines, and suspensions and cancellations of licenses, as the governing body of the Peruvian Payments and Securities Settlement Systems System), among other regulatory changes. In June 2025, Legislative Decree No. 1646 came into effect and amended the Peruvian Banking and Insurance Law mainly to adjust lending limits based on concentration risk according to international standards to safeguard the solvency and stability of the Peruvian financial system. In addition, to give effect to Legislative Decree No. 1646, in March 2025, the SBS approved SBS Resolution No. 00975-2025 (Regulation on Economic Group, Affiliation, Application of Operational Limits referred to in Articles 201 to 204 of the Peruvian Banking and Insurance Law and Major Exposure) according to which some lending limits will be implemented in stages as per the schedule approved by the SBS. Since 1998, Interseguro has been subjected to strict local regulations that required significant changes in reserve requirements. For example, in March 2018, changes by the SBS to mortality tables used for calculating reserves for new annuities resulted in a higher reserve requirement, which in turn could adversely affect Interseguro’s results of operations or could result in lowered implied interest rates on Interseguro’s annuities. New legislation or regulations applicable to the insurance industry may adversely affect Interseguro’s ability to underwrite and price risks accurately as well as affect its revenues and net income. For example, whereas retirees formerly had to choose between remaining with their pension fund or choosing an annuity, since 2016 a law has allowed retirees to withdraw 95.5% of their capital accumulated in cash upon retirement, which has resulted in a significant reduction of annuities sold by Peruvian insurance companies, including Interseguro. In addition, considering that the SBS regulates the types of and limits on eligible investments that insurance companies, such as Interseguro, are allowed to make, in case the SBS enacts new regulations that further restricts such eligible investments, Interseguro could be compelled to liquidate current investments on less favorable terms than if they were held to maturity and restrict Interseguro from making investments that its management deems to be beneficial. Likewise, at the end of 2022, in order to adjust the fair value of real estate investments, the SBS established new requirements for valuation specialists or entities requiring capacitation in specific valuation matters that are not lectured in Peru, which created hurdles to such valuations and increased operating costs. Any failure to comply with these new requirements may increase costs and result in potential sanctions by the SBS. In addition, the Peruvian government eased pension fund regulations, including measures permitting extraordinary withdrawals of funds from the private pension system, which in turn reduced pension funds collected by Interseguro. In September 2024, the Peruvian government enacted Law No. 32123, which established a reform of the Peruvian pension system. This law became effective in July 2025 and limits extraordinary withdrawals of funds from the private pension system, which in turn may potentially reduce the demand for Interseguro’s annuities. Its regulations came into effect in September 2025, following the publication of Supreme Decree No. 189-2025-EF. Furthermore, Interseguro may face competition from private pension funds (Pension Funds Administrators, or “AFPs”) and Peruvian commercial banks, which could be allowed to offer annuities in the future. While this law provides insurance companies with the opportunity to manage private pension funds, any adverse impact on Interseguro resulting from increased competition or reform of the private pension system could have a material adverse effect on our financial condition and results of operations. The Bahamas has repealed and replaced the Commercial Entities Economic Substance Requirements Act, 2018 with the Commercial Entities (Substance Requirements) Act, 2023 which requires substantial economic presence in The Bahamas for certain Bahamas incorporated or registered entities that conduct relevant activities. A relevant activity includes the business of banking as conducted by Inteligo Bank. Inteligo Bank has made the appropriate registration and it is exempt from the main substance requirements of the Commercial Entities (Substance Requirements) Act, 2023 due to its asserted tax residency outside of The Bahamas. If The Bahamas in the future changes such regulation such that Inteligo Bank is no longer considered to be exempt from the substance requirements, it would have to enhance its economic and business presence in The Bahamas in order to comply with the Commercial Entities (Substance Requirements) Act, 2023, which increased presence may result in increased costs—financial, compliance or otherwise, which could impact Inteligo Bank’s profitability and our results of operations. 16 We cannot predict whether and to what extent new laws and regulations, or changes to existing laws and regulations, affecting our subsidiaries’ business may be adopted in the future, the timing of any such adoption and what effect such events would have on our financial condition and results of operations. Enhanced ESG and climate change disclosure may impose additional costs on us or our subsidiaries. In recent years, various guidelines and regulations have been issued recommending or requiring companies to adopt policies and procedures with the purpose of enhancing the approach to environmental, governance and social (ESG) matters. In March 2024, the SEC adopted rules aimed at enhancing and standardizing climate-related disclosures. The rules require registrants to include certain climate-related information in their registration statements and annual reports, including data regarding greenhouse gas emissions and information regarding climate-related risks and opportunities and related financial impacts, governance and strategy. Several lawsuits have been filed against such rules and, unless they prevail, we would be subject to certain of these requirements commencing with the fiscal year ending on December 31, 2025. On April 4, 2024, the SEC voluntarily stayed the rules, pending judicial review, and on March 27, 2025, the SEC dropped the defense of the rules in court. Although the SEC’s climate rules proposed in 2024 did not prosper, we cannot rule out future attempts to enact rules requiring climate-related disclosures. The adoption of new guidelines and regulations on ESG matters could limit our business or the businesses of our subsidiaries, restrict our ability or the ability of our subsidiaries to recruit new customers, increase compliance requirements or result in higher operating or funding costs, among other effects in the future that we cannot predict now, given the still-developing and evolving regulatory environment related to ESG matters. The operations of our subsidiaries require the maintenance of banking, insurance and other licenses and any non-compliance with applicable licenses and operating obligations could have a material adverse effect on our business, financial condition and results of operations. All banks and insurance companies established in Peru require certain authorizations issued by the SBS in order to operate in Peru. In addition, all brokerage firms operating in Peru require certain authorizations issued by the SMV in order to operate in Peru. Service providers (such as Izipay), collecting agents or processing agents in the payment industry are not required to obtain prior licenses. However, recent regulations imposed certain obligations to such entities (including anti-money laundering (“AML”) obligations) and required that they register with the Central Reserve Bank of Peru; furthermore, the Central Reserve Bank of Peru has established minimum quality levels for such entities. In The Bahamas and Panama, all banks require a license to operate. Governmental authorities, such as the SBS or the Central Reserve Bank of Peru, the Central Bank of The Bahamas, or the Superintendency of Banks of Panama, have general administrative responsibilities over banks and other financial institutions, including authority to set loan loss provisions, limits on fees, regulatory capital requirements and other minimum capital adequacy and reserve requirements. In addition, banks are generally required to provide the relevant banking supervisory agency, on a periodic basis, with all information that is necessary to allow for its evaluation of a bank’s financial performance. Insurance companies are regulated and supervised by the SBS which has the ability, among other things, to set reserve requirements for insurance companies. Similarly, the SMV and the Securities Commission of The Bahamas have general administrative responsibilities over brokerage firms, including the authority to set minimum capital requirements. Our subsidiaries currently have the required licenses or applicable registrations in order to conduct their operations in their corresponding jurisdictions for all of their operations. Although we believe our subsidiaries are currently in compliance with their respective existing material license and reporting obligations, there is no assurance that our subsidiaries will be able to maintain the necessary licenses in the future. We can offer no assurance that future changes to existing laws and regulations, or stricter interpretation or enforcement of existing laws and regulations, will not impair our ability to comply with such laws and regulations and thus with the terms of our licenses. The loss of a license, a breach of the terms of a license by any of our subsidiaries or the failure to obtain any further required licenses in the future could have a material adverse effect on our business, financial condition and results of operations. If any of our subsidiaries loses its licenses or is required to seek additional licenses, then such subsidiary will be unable to perform its operations as it is currently authorized and as it is currently doing. 17 Under certain circumstances, the SBS, the SMV, the Superintendency of Banks of Panama or the Central Bank of The Bahamas, as applicable, may intervene in our subsidiaries’ operations in order to prevent, control and reduce the effects of a failure of our operations. Under the Peruvian Banking and Insurance Law and the regulations thereunder, the SBS may intervene in Interbank’s and Interseguro’s operations upon the occurrence of any of the following events: •Interbank or Interseguro suspends payment of its obligations or is unable to pay its obligations as they come due; •Interbank or Interseguro breaches any of their respective commitments to the SBS under a surveillance regime (régimen de vigilancia) imposed by the SBS; •Interbank’s regulatory capital is less than 50% of the minimum regulatory capital required under the Peruvian Banking and Insurance Law; •Interbank or Interseguro experiences a deficit or reduction of more than 50% of its regulatory capital during the preceding 12-month period; or •Interseguro experiences a deficit or reduction of the regulatory capital of more than 50% of its solvency equity. In the event of an intervention, the SBS has the power to institute measures, such as limiting the decisions that could be taken at a shareholders’ meeting, suspending our normal activities and segregating certain of Interbank’s or Interseguro’s assets and liabilities for transfer to third parties, among others. Furthermore, the SBS has the power under the Peruvian Banking and Insurance Law to declare the wind-up or liquidation of any bank or insurance company if an intervention extends for longer than 45 days, which period may be extended one time for another 45 days at the sole discretion of the SBS, and/or upon the occurrence of a wind-up or liquidation pursuant to the Peruvian General Corporations Law (Ley General de Sociedades). For further detail, see “Item 4. Information on the Company—Business Overview—Regulation and Supervision—The Peruvian Financial and Insurance Systems — Intervention by the SBS and Liquidation." Under Peruvian capital markets laws and the regulations thereunder, the SMV may revoke the license of Inteligo SAB and/or Interfondos, among others, upon the occurrence of (i) significant irregularities that put the companies at risk to carry out their operations as permitted by law or (ii) significant violations of the law, statutes and regulations promulgated by the SMV. Under Bahamian banking regulations, the Central Bank of The Bahamas may intervene in Inteligo Bank’s operations upon the occurrence of any of the following events: •Inteligo Bank carries on its business in a manner detrimental to the public interest or the interests of its depositors or other creditors; or •Inteligo Bank contravenes the provisions of Bahamian banking law or any other law, order or regulation made thereunder, or any term or condition subject to which its license was issued, either in The Bahamas or elsewhere. In addition, under Bahamian securities laws and regulations, the Securities Commission of the Bahamas may revoke Inteligo Bank’s registration and license to deal in securities, arrange deals, manage securities and/or advise on securities for noncompliance with laws and regulations. Under Law Decree 9 of 1998, as amended, the Superintendency of Banks of Panama may seize administrative and operating control of the branch of Inteligo Bank in Panama, based on any of the following grounds: •upon a reasoned request of Inteligo Bank itself; •if Inteligo Bank cannot continue operations without endangering the interests of the depositors; •as a consequence of the evaluation of the report submitted by an appointed advisor; •non-compliance with the corrective measures ordered by the Superintendency of Banks of Panama; •if Inteligo Bank carries out its operations in an illegal, negligent or fraudulent manner; •if Inteligo Bank has suspended payment on its obligations; or •if the Superintendency of Banks of Panama confirms that the capital adequacy, solvency or liquidity of Inteligo Bank has deteriorated so as to require action by the Superintendency of Banks of Panama. 18 The adoption of new international banking and insurance guidelines may cause our subsidiaries to require additional capital and could cause their cost of funds to increase, which could have a material adverse effect on our financial condition and results of operations. In December 2009, the Basel Committee announced its intention to issue a new framework related to the regulation, supervision and risk management of the banking industry. This was followed by the Basel III principles, which revises and strengthens the three pillars established by Basel II. Starting in 2011, the SBS issued different regulations to schedule additional capital requirements to be implemented in Peru, which, although not completely consistent with Basel III, included requirements to cover concentration, interest rate and systemic risk, as well as certain pro-cyclical capital requirements. In March 2022, the Peruvian government issued Legislative Decree 1531, which revised the regulatory capital definition rules in the Peruvian Banking and Insurance Law. This legislative decree became effective on January 1, 2023, aiming at a better alignment with the standards established by Basel III. Consistent with certain aspects of Basel III, the SBS issued in 2022, SBS Resolution No. 03953-2022 and SBS Resolution No. 03954-2022 in order to update the methodologies for calculating the individual and sector concentration risk buffers (including regional and economic sector concentration) eliminating the capital buffer requirement for risk appetite and maintaining the requirement for measuring the interest rate risk of the banking book. Legislative Decree No. 1531 and SBS Resolution No. 03954-2022 aligned the capital conservation buffer in the Peruvian regulation, to the Basel III principles. In December 2022, as part of the implementation of the Basel III standards, the SBS issued SBS Resolution No. 03950-2022, which replaced the regulations applicable to subordinated debt related to its computation at the different levels and sublevels of the regulatory capital. This resolution became effective on January 1, 2023 and is applicable to subordinated debt incurred or created from the date of its effectiveness. However, as established in this new regulation, subordinated debt incurred or created prior to its effectiveness is still considered in the calculation of regulatory capital. While the main changes became effective on January 1, 2023, the SBS also issued additional regulations by the end of 2022 to implement the law, granting certain transition periods through 2026; as of 2025, we are fully compliant. We cannot assure whether the implementation and further supervision of the above-mentioned new regulations may result in increased costs, financial, compliance or otherwise, which could impact our profitability and our results of operations. For further details, see “Item 4. Information on the Company—Business Overview—Regulation and Supervision—The Peruvian Financial and Insurance Systems." As of the date of this Annual Report on Form 20-F, Interbank is fully compliant with applicable capital regulatory requirements. While Interbank expects to continue to be in compliance with current and upcoming capital requirements, Interbank’s assumptions with respect to compliance may turn out to be incorrect, and, consequently, have a material adverse effect on its financial condition and results of operations. With respect to Interseguro, Solvency II, a new regulatory framework for the European insurance industry implemented in early 2016, is under consideration by international regulatory bodies, which could result in the SBS raising solvency ratio requirements for insurance companies in Peru in the future. With respect to Inteligo Bank, The Central Bank of The Bahamas has adopted a Basel Implementation Program and has effectively implemented Pillar I and Pillar II of the Basel II framework. The Pillar I framework focuses on the capital adequacy ratio requirements and Pillar II focuses on the internal capital adequacy assessment processes (“ICAAP”) (the guidelines in relation to the ICAAP were released in August 2016). The Central Bank of The Bahamas published its Capital Adequacy Guidelines for the Management of Capital and the Calculation of Capital Adequacy on August 24, 2022 (the “capital adequacy guidelines”), and The Bahamas Capital Regulations 2022 came into effect on July 15, 2022 (the “capital regulations”). The capital regulations include changes to the methodology for the calculation of risk-weighted assets and Tier 1 capital that could adversely impact Inteligo Bank’s capital adequacy ratio. The capital regulations and capital adequacy guidelines simplify the Bahamian Basel III framework while remaining consistent with the proportionality principles set out by the Basel Committee. The regulations set a new capital ratio limit and introduced changes to the credit and operational risk equivalent assets and deductions of high-risk assets from the capital base. Inteligo Bank’s capital ratio as of December 31, 2025, under the new regulations, was 21.7%, while it would amount to 28.1% under the previous regulations. In any case, Inteligo Bank’s capital ratio remains well above the regulatory limit of 12%. Additional changes to this framework could require Inteligo Bank to make revisions to its capital structure and investment which could have an adverse effect on the profitability of Inteligo Bank. Furthermore, in 2025, the Central Bank of The Bahamas informed through its quarterly letter that it has drafted revisions to its Liquidity Regulations and Guidelines (“Liquidity Framework”) to ensure continued alignment with the standards advanced by the Basel Committee on Banking Supervision. The latest updates on the Basel III implementation were given in The Central Bank of The Bahamas’ 2025 third quarter report of the Bank Supervision Department (BSD), which stated that the consultation process for reviewing the revised drafts of the Liquidity Framework concluded in August 2025. In its fourth quarter report, the BSD informed that it had concluded a Quantitative Impact Study (QIS) in November 2025, which involved the testing and development of a new proposed data return form to ensure sufficient information will be retrieved to adequately assess the revised liquidity requirements associated with the calculation of the Liquid Coverage Ratio and the Net Stable Funding Ratio. While as of the date of this Annual 19 Report on Form 20-F, we believe such guidelines do not materially impact Inteligo Bank’s operations, we cannot make any assurances that the Central Bank of The Bahamas or other government authorities will not make further adjustments to applicable banking regulations which could materially and adversely affect Inteligo Bank’s financial condition and results of operations. We cannot predict whether and to what extent new guidelines, laws and regulations, or changes to existing guidelines, laws and regulations, affecting our subsidiaries’ business may be adopted in the future, the timing of any such adoption and what effect such events would have on our financial condition or results of operations. We are subject to regulatory capital requirements imposed by the SBS, and failure to comply with these requirements could have a material adverse effect on our financial condition and results of operations. Pursuant to existing applicable regulations, there are minimum capital requirements for financial services holding companies on a fully consolidated basis, which the SBS evaluates on an annual basis. Pursuant to Oficio N° 61578-2024-SBS, after assessing the perimeter for purposes of consolidated supervision of Intercorp's Financial Group (Grupo Financiero), SBS limited such scope to us and our subsidiaries, plus InFinance XP S.A. (formerly Financiera Oh! S.A.). This change took effect beginning with the consolidated regulatory information submitted to SBS as of December 2024. If we fail to comply with these requirements, SBS may request us to take certain corrective actions to ensure compliance. If we fail to take such actions, SBS could suspend or revoke Interbank’s, Interseguro’s and InFinance XP S.A.'s licenses to operate in Peru, which would have a material adverse effect on our financial condition and results of operations. For further details, see “—The operations of our subsidiaries require the maintenance of banking, insurance and other licenses and any non-compliance with applicable licenses and operating obligations could have a material adverse effect on our business, financial condition and results of operations.” Our subsidiaries face intense competition from other banking, insurance and financial institutions, and from other players including providers of emerging financial technologies and failure to compete successfully could have a material adverse effect on our financial condition and results of operations. The banking market in Peru is highly competitive. Interbank has experienced strong competition from local and foreign banks and other financial entities, including new entrants attracted by Peru’s low banking penetration and financial inclusion, as well as from department stores that offer credit cards, from emerging financial technology companies that offer digital banking and other services both on a regulated and unregulated basis, and from the local and international capital markets that lend to commercial customers. In addition, competition may also be influenced by means of legal regulations. For example, Supreme Decree No. 217-2024-EF, issued in November 2024, exceptionally authorized the Banco de la Nación (a state-owned institution) to provide credit lines to microfinance companies, which were to be used exclusively to grant loans to micro and small entrepreneurs for the construction and/or improvement of housing. Other examples are (i) the BCRP’s digital money interoperability plan, which seeks to connect banks, electronic money issuers, and fintechs into a unified, more efficient national system, (ii) the BCRP’s announcement of plans for a public digital payments platform, targeted for rollout in 2026, with the goal of enhancing competition and deepening financial inclusion and (iii) the promotion and development of the National Payments System through the approval by the BCRP of the General Regulation of the National Payments System which became effective on April 1, 2026. These regulations and initiatives have increased competition, which may in turn reduce the average interest rates that we can charge our customers, increase the average rates we must pay on our deposits, and may negatively affect our loan growth and place pressure on margins. Some of our competitors may have access to greater resources and be more successful in the development of products and services that compete directly with our products and services. Additionally, in November 2025, through SBS Resolution No. 04142-2025, the regulator expanded the scope for “novel models” (regulatory sandbox), allowing non-supervised entities to test financial services for up to 18 months, increasing competition from fintech players. If Interbank’s competitors are successful in developing products and services that are more effective or less expensive than the products and services offered by it, Interbank may be unable to compete successfully. Even if Interbank’s products and services prove to be more effective than those developed by other competitors, such other competitors may be more successful in marketing their products and services because of their greater financial resources or marketing strategies, among other factors. Interbank may not be able to grow or maintain its market share if it is not able to match its competitors’ pricing or keep pace with their development of new products, services and technological innovation and developments, and the integration of these into Interbank’s operations. Any adverse impact on Interbank resulting from increased competition could have a material adverse effect on its financial condition and results of operations. Likewise, if Izipay’s competitors are successful in developing market share growth strategies, reduce their customer fees, or gain more customers, then Izipay may be unable to maintain its market and its net income could be threatened. Moreover, if Izipay’s competitors develop a low-cost POS technology or new technologies and gain efficiency, it could negatively affect Izipay’s operating results. The Peruvian insurance market, particularly the annuity and life insurance sectors, is also highly competitive. Interseguro’s principal competitors are large insurance companies that may have greater resources and offer a wider range of products. These insurance companies may have better access to independent brokers who sell insurance to customers. Under the new regulation 20 which established a reform of the Peruvian pension system, Interseguro may also face competition from AFPs, which could in the future be allowed to offer annuities, which in turn may adversely affect Interseguro’s ability to underwrite and price risks accurately and thus affect our business profitability. Similarly, if Inteligo Bank’s competitors are successful in developing products and services that are more effective or less expensive than the products and services offered by Inteligo Bank, it may be unable to compete successfully. Even if Inteligo Bank’s products and services prove to be more effective than those developed by other competitors, such other competitors may be more successful in marketing their products and services because of their greater financial resources or marketing strategies, and other factors. Competitors may also dedicate greater resources to, and be more successful in, the development of products and services that may compete directly with Inteligo Bank’s products and services. Inteligo Bank competes in a global market for wealth management services, including wealth management divisions of global banks. Such competition would adversely affect the acceptance of Inteligo Bank’s products and/or lead to adverse changes in the investing habits of Inteligo Bank’s customer base. Inteligo Bank may not be able to grow or maintain its market share if it is not able to keep pace with its competitors’ development of new products and services. Any adverse impact on Inteligo Bank resulting from increased competition could have a material adverse effect on our financial condition and results of operations. The failure of our subsidiaries to effectively anticipate or adapt to emerging technologies or changes in customer behavior could have a material adverse effect on our financial conditions and results of operations. The failure of our subsidiaries to effectively anticipate or adapt to emerging technologies or changes in customer behavior, including among younger customers, could delay or prevent our access to new digital-based markets. Furthermore, the widespread adoption of new technologies, including payment systems, could require substantial expenditures to modify or adapt our existing products and services as we continue to grow our digital capabilities. As a result, our subsidiaries’ customers may choose to conduct business or offer products on alternative or emerging platforms. Such new technologies could negatively impact our investments in infrastructure, equipment and personnel, or if our subsidiaries do not properly anticipate trends, render our existing investments in digital platforms moot. If our subsidiaries fail to adapt quickly, or at all, to changes in technologies or changes in customer behavior, it may have an adverse impact on our subsidiaries resulting from increased competition, which could have a material adverse effect on our financial condition and results of operations. The banking and insurance markets are exposed to macroeconomic shocks that could have a material adverse effect on our financial condition and results of operations. Interbank’s business is particularly sensitive to economic and market conditions that affect Interbank’s customers. Although there is limited basis on which to evaluate how Interbank’s business and earnings may perform in the event of an economic crisis, such as a recession or a significant devaluation of the sol, and Interbank’s historical loan loss experience may not be indicative of the performance of Interbank’s loan portfolio in the future, periods of economic contraction could adversely affect Interbank’s customers by limiting their access to jobs. As a result, Interbank’s loan portfolio may become increasingly vulnerable to macroeconomic shocks that could negatively impact the household income of Interbank’s customers and result in increased loan losses which, in turn, could result in higher delinquencies and reduce the number of borrowers eligible for Interbank’s loans. An increase in delinquencies, for instance, could result in a deterioration of Interbank’s risk profile, which could adversely affect Interbank’s business, financial condition and results of operations. Any increase in the number of delinquencies or defaults would result in higher levels of nonperforming assets and provisions for loan losses, which could adversely affect Interbank’s results of operations and financial condition. In addition, Interbank’s commercial clients could be negatively affected by global and local macroeconomic trends. As a result, our provisions for loan losses, in particular related to credit cards and/or loans granted to certain sectors of the Peruvian economy, have significantly increased during slowdowns of the Peruvian economy. Additionally, in part due to the de-dollarization policy sponsored by the Peruvian government there is a mismatch between our dollar denominated deposits and sol denominated loans. See “Item 5. Operating and Financial Review and Prospects—Depreciation and Appreciation of the sol." In the event of a macroeconomic shock, the value of Interseguro’s investments may also suffer losses, including in its investment property. In addition, the amount of savings available to potential annuity holders may be negatively impacted by unemployment or a decline in wages. A macroeconomic shock may also negatively impact wealth generation in Peru and, in turn, impact the demand for our wealth management services through Inteligo. We could sustain losses if Interbank’s asset quality declines. Our earnings are significantly affected by Interbank’s ability to properly originate, underwrite and service loans. We could sustain losses if Interbank incorrectly assesses the creditworthiness of its borrowers or fails to detect or respond to deterioration 21 in asset quality in a timely manner. Problems with asset quality could cause our net interest and similar income to decrease and our provisions for loan losses to increase, which could adversely affect our financial condition and results of operations. Reduced diversification in Interbank’s loan portfolio could have a material adverse effect on our financial condition and results of operations. While loan portfolio risk associated with lending to certain economic sectors or clients in certain market segments can be mitigated through adequate diversification policies, Interbank’s pursuit of opportunities in which it can charge higher interest rates may reduce diversification of the loan portfolio and expose Interbank to greater credit risk. Reduced diversification could expose Interbank to greater risks in the event of a decline in asset quality. In addition, given the relatively small size of the Peruvian economy, Interbank’s lending diversification is by necessity lower than that of banks with operations in larger economies. Moreover, certain concentrations of borrowers’ commercial sectors may be unavoidable in Peru—principally the natural resources, fishing, agriculture and mining sectors—and deteriorations in such sectors could have a material adverse effect on Interbank’s deposits, loan performance and other businesses. Furthermore, as of December 31, 2024 and 2025, retail banking loans accounted for approximately 52.5% and 52.9% of Interbank’s loan portfolio, respectively. Higher than average exposure to retail banking could be accompanied by greater credit risk due to higher risk profiles compared, particularly, to loans to large corporate customers. Given the recent growth of Interbank’s loan portfolio, historical loss experience may not be indicative of future doubtful loan experience. If there are outbreaks of pandemics or contagious diseases in the future, Interbank’s retail and commercial clients may be impacted and our risk profile may deteriorate, which could adversely affect our business, financial condition and results of operations. Interbank’s provisions for loan losses may not be adequate to cover the future losses to its loan portfolio or other assets, which could have a material adverse effect on our financial condition and results of operations. Interbank records allowances for impairment losses on loans and other assets. The amount of allowances recorded is based on Interbank’s current assessment of and expectations concerning various factors affecting the quality of its loan portfolio. These factors include, among other things, Interbank’s borrowers’ financial condition, repayment abilities and repayment intentions, the realizable value of any collateral, the prospects for support from any guarantor, Peru’s economy, government macroeconomic policies, interest rates and the legal and regulatory environment. Many of these factors are beyond Interbank’s control. In addition, as these factors evolve, the models Interbank uses to determine the appropriate level of allowance for impairment losses on loans and other assets may require recalibration, which can lead to increased allowances. Additionally, as a consequence of other factors that have arisen and may arise in the future, including, for example, political, economic, social and climate uncertainties, and the effects of new laws allowing the withdrawal of the Compensation for Length of Service (CTS) deposits, a statutory employee benefit in Peru, and Private Pension Fund Administrators (AFPs) funds (which have generated excess liquidity), we have had to increase, and may have to further increase in the future, our monitoring of the performance results of our retail and commercial clients and make subsequent adjustments of expected loss to our model, which in turn creates a certain level of uncertainty in the estimation of expected losses on loans. See “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Classification of Our Loan Portfolio” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Impairment Loss on Loans, Net of Recoveries.” Interbank may be unable to realize the collateral or guarantees securing its loans to cover the outstanding principal and interest balance of those loans, which may adversely affect our results of operations and financial condition. Interbank grants loans that are secured by collateral, including real estate and other assets that are generally located in Peru. The value of collateral may significantly fluctuate or decline due to factors beyond our control, including, for example, economic and political conditions in Peru. An economic slowdown may lead to a downturn in the Peruvian real estate market, which may, in turn, result in declines in the value of real estate securing loans to levels below the principal balances of those loans. Any decline in the value of the collateral securing loans may result in reduced recoveries from collateral realization and have an adverse impact on our results of operations and financial condition. Interbank may also not have recent information on the value of collateral, which may result in an inaccurate assessment for impairment losses of its loans, which may materially and adversely affect its results of operations and financial conditions. Interbank also grants loans on the basis of guarantees from relatives, affiliates or associated persons of borrowers. To the extent that guarantors encounter financial difficulties due to economic conditions, personal or business circumstances, or otherwise, Interbank’s ability to enforce such guarantees may be impaired. In addition, Interbank may face difficulties in enforcing its rights as secured creditors against borrowers, collateral or guarantees. In particular, timing delays and procedural problems in realizing against collateral, as well as insolvency laws or judicial 22 interpretations of the law that may be protective of debtors, may make it difficult to foreclose on collateral, realize against guarantees or enforce judgments in our favor, which could materially and adversely affect our results of operations and financial condition. Our financial results may be negatively affected by changes to IFRS Accounting Standards. We report our results and financial position in accordance with IFRS Accounting Standards as issued by the IASB. Changes to IFRS Accounting Standards thereof may cause our future reported results and financial position to differ from current expectations, or historical results to differ from those previously reported due to the adoption of new accounting standards on a retrospective basis. We monitor potential accounting changes and, when possible, we determine their potential impact and disclose significant future changes in our financial statements that we expect because of those changes. As of December 31, 2025, the new and amended standards and interpretations that have been issued, but not yet effective, are not expected to have potential impact on our consolidated financial statements. See Note 3.5 to our consolidated financial statements. Our financial results may be negatively affected by investment losses. The investment activities of our subsidiaries are subject to factors beyond their control, and losses from their exposures could result in a material adverse effect on our financial condition and results of operations. As part of its treasury operations, Interbank trades various financial instruments and other assets, including debt, equity, fixed income, currency and related derivatives, as both agent and principal, and derives a proportion of its non-financial income from trading profits. Interbank has established position limits for sol and foreign currency-denominated securities in accordance with its overall risk management policy and with the SBS requirements. However, Interbank is exposed to numerous factors that are beyond its control, including overall market trading activity, interest rate levels, the credit risk of its counterparties and general market volatility. For example, in 2023, 2024 and 2025 the volatility of our investment portfolio increased due to global factors such as the Ukraine-Russia and the conflicts in the Middle East, including the conflict between the U.S., Israel and Iran. In 2025, economic swings and changes in international trade policies by trade partners such as the United States have also threatened Peru’s export-driven economy and certain key industries. For further information, see “—The Peruvian economy could be adversely affected by economic developments in regional or global markets.” In addition, a significant part of Interbank’s trading is related to customer transactions, and Interbank could be exposed to a number of risks related to the movement of market prices in the underlying instruments, including the risk of unfavorable market price movements relative to its long or short positions, a decline in the market liquidity of the related instruments, volatility in market prices, interest rates or foreign currency exchange rates relating to these positions, and the risk that the instruments with which Interbank chooses to hedge certain positions do not track the fair value of those positions. Furthermore, potential swings in economic policy as a result of the current administration of the United States may impact capital markets dynamics, which in turn may have a detrimental impact in investments results. Also, the imposition of tariffs or other trade barriers by the United States could adversely affect Peru’s export-driven economy, leading to reduced trade volumes, lower foreign exchange earnings, and potential disruptions in key industries. If Interbank incurs any further losses from these exposures, it could reduce Interbank’s trading profits or cause it to suffer losses from trading activities, either of which could have a material adverse effect on our financial condition and results of operations. Inteligo Bank is exposed to similar investment and trading risks as Interbank. Interseguro is exposed to the risk of a decrease in the value of its investments due to volatility in market conditions, real estate prices, equity values and interest rates, among other factors, many of which are beyond Interseguro’s control. In addition, as a holder of a large portfolio of debt investments and fixed income securities, Interseguro is exposed to the risk that the issuers of its fixed income securities may default. Furthermore, in all of our segments, our investments may be subject to impairment, due to mark-to-market which could cause volatility in our financial condition and results of operations. Interest rate changes could have a material adverse effect on our financial condition and results of operations. Interbank’s and Inteligo’s financial condition and results of operations depend to a large extent on their financial margin, which in turn depends on their ability to charge interest on interest-earning assets, such as loans to customers, that is higher than the interest they pay on interest-bearing liabilities, such as deposits. Changes in interest rates, could influence not only the interest we receive on loans and securities and the amount of interest we pay on deposits and borrowings, but such changes could also adversely affect our ability to originate loans and obtain deposits. We cannot control or predict with certainty changes in interest rates since market interest rates are sensitive to many factors beyond our control, including the interest rate policies of the Central Reserve Bank of Peru and the U.S. Federal Reserve. In recent years, inflation rates throughout the world significantly increased to levels not seen in the last two decades. In response to concerns about inflation, the United States Federal Reserve raised, and may again rise, interest rates. 23 Interbank’s primary sources of funds are retail deposits with no specific or contractual maturity, and a substantial portion of the loans it originates have a longer term. The difference in maturities between deposits and loans could magnify the effect of any interest rate mismatch, as well as pose a liquidity risk if Interbank were not able to obtain funding as its liabilities mature. This, in turn, may lead to a reduction in Interbank’s net interest margin, which could have a significant adverse effect on its results. Furthermore, if interest rates were to increase, this could reduce the demand for credit and Interbank’s ability to generate credit for their clients, particularly retail clients, as well as contribute to an increase in the default rate. Interseguro faces interest rate risk as a result of the potential variation in interest rates when it reinvests debt instruments to cover its obligations. Interseguro may reinvest when the term of its investments differs from that of its obligations. Interseguro tries to match the cash flows of its obligations with the maturities of its portfolio, but the shortage of instruments with the appropriate maturity profile may result in mismatches with its obligations and, as a result, expose it to interest rate risk. As a result of the above, the evolution of interest rates could have a material adverse effect on our business, financial condition or results of operations. Interseguro is exposed to the impact of changes in interest rates on other comprehensive income. Interseguro estimates its liability for insurance contracts under IFRS Accounting Standards on the basis of our business measurement models and discount rates, which are based on a risk-free rate (i.e. interest rates), and the market volatility associated with them. See Note 3.4(d) to our audited annual consolidated financial statements. Such volatility in interest rates is reflected in Interseguro’s financial position, under other comprehensive income and, depending on the market situation, could have a material adverse effect on our financial position. See Note 29.4(a.1) to our audited annual consolidated financial statements. Actual mortality and morbidity rates and other factors may differ from those assumed in the calculation of technical reserves and may have a material adverse effect on Interseguro’s financial condition and results of operations. Actual mortality and morbidity rates may differ from those assumed in the initial calculation of annuity reserves at the time of the issuance of the policy and their periodic adjustments. If Interseguro’s assumptions differ materially from actual mortality and morbidity rates, Interseguro could be required to make payments under its annuities for a longer period of time than originally estimated, and existing reserves could fall short of actual payments. Accordingly, future changes in mortality and morbidity rates could have a material adverse effect on Interseguro’s financial condition and results of operations. Interbank may not be able to obtain the funding required to support growth and implement its strategy. Interbank’s strategy to grow its loan portfolio requires it to continue to have an active funding strategy. Interbank’s access to funding depends on many factors, including factors beyond our control, such as public health crises and epidemics, pandemics or outbreaks of highly infectious or contagious diseases, any credit crunch or other conditions in global capital markets and investors’ perceptions of the risks of investing in Peru and emerging markets generally. The 2008 and 2009 global financial and economic crisis, the debt crisis in Europe and general market volatility, for example, had a negative impact on the liquidity of global financial markets. Similarly, pandemics, conflicts, interest rate increases by the Federal Reserve of the United States, trade wars, and other global factors such as the Ukraine-Russia and the conflict between Israel, U.S. and Iran have caused significant disruption and volatility in the financial markets globally, causing equity levels to fluctuate sharply, which may reoccur or continue to worsen in the future. In the case of similar events, any equity or debt financing, if available at all, may be on terms that are not favorable to Interbank. If access to funding is limited, Interbank may not be able to implement its strategy, which could have a material adverse effect on our financial condition and results of operations. 24 A reduction in our subsidiaries’ credit ratings could increase their cost of borrowing funds and make their ability to raise new funds and renew maturing debt more difficult. Our subsidiaries’ credit ratings are an important component of their respective liquidity profile. Among other factors, Interbank’s credit ratings are based on its financial strength, the credit quality and concentrations in its loan portfolio, the level and volatility of its earnings, its capital adequacy, the quality of management, the liquidity of its statement of financial position, the availability of a significant base of core retail and commercial deposits and its ability to access a broad array of funding sources. In addition, our subsidiaries’ lenders may be sensitive to the risk of a ratings downgrade, which could increase the cost of refinancing their existing obligations, raising funds in the capital markets and borrowing funds from private lenders, and could in turn have a material adverse effect on our financial condition and results of operations. Although our subsidiaries’ credit ratings have remained relatively stable over time, our creditors may be sensitive to changes in our credit ratings, and/or outlook. The risk of a future ratings downgrade could increase the cost of refinancing our existing obligations, raising funds in the capital markets and borrowing funds from private lenders, and could in turn have a material adverse effect on our financial condition and results of operations. Interseguro’s failure to underwrite and price insurance premiums accurately for the products it offers would have a material adverse effect on its financial condition and results of operations. Interseguro’s financial condition and results of operations depend on its ability to underwrite insurance policies and set premium rates accurately. Interseguro must generate sufficient premiums to offset claim losses and cover operating and underwriting expenses to make a profit. In order to price insurance policies accurately, Interseguro must collect and analyze a substantial volume of data, develop, test and apply appropriate rating formulae, closely monitor changes in trends in a timely fashion and project both severity and frequency of loss with reasonable accuracy. If Interseguro fails to assess accurately the risks that it assumes or does not reinsure an appropriate level of risk, it may fail to establish adequate premium rates, which could reduce income and have a material adverse effect on its financial condition and results of operations. Interbank’s and Interseguro’s reliance on Peruvian sovereign and global bonds in their respective investment portfolios leaves us vulnerable to a default on such debt. A substantial portion of our investment portfolio consists of Peruvian sovereign and global bonds and Central Reserve Bank of Peru certificates of deposit, which represented 57.9% of our investment portfolio (before accrued interest) as of December 31, 2025. A default on Peruvian sovereign debt could have a material adverse effect on our financial condition and results of operations. Interseguro may suffer losses in its investment portfolio because of risks associated with its real estate investments. Interseguro’s investment portfolio includes real estate investments located solely in Peru. As of December 31, 2025, Interseguro’s investments in real estate projects totaled S/1,540.6 million, which represented 9.6% of Interseguro’s total investment portfolio. Real estate investments are relatively illiquid, and Interseguro’s ability to vary its portfolio of properties in response to changes in economic and other conditions is limited. If Interseguro wants or needs to sell a property, it may not be able to do so in the desired time period or on favorable terms, which could have a material adverse effect on our financial condition and results of operations. Furthermore, Interseguro is exposed to risk in respect of its real estate investments that are under development, including delays in receiving zoning permits, construction delays, changes in regulation or lack of demand. Interseguro’s investment properties are carried at fair value, which could result in the value of such investment properties declining if market conditions deteriorate. As a result, we could suffer an adverse impact on our financial condition and results of operations. Tax exemptions applicable to a substantial portion of Interseguro’s investment earnings could be changed in the future. Interseguro pays no income tax, primarily because its investment earnings in respect of its life insurance technical reserves are entirely exempt from income tax. Future changes in tax laws or regulations limiting or eliminating the current tax exemption could have an adverse effect on our financial condition and results of operations. We and our subsidiaries are dependent on key personnel. Our development, operation and growth have depended significantly upon the efforts and experience of our and our subsidiaries’ board of directors, senior management and key personnel. Most of the members of our senior management have held management positions with other major financial institutions in the United States, Latin America and Europe. Although we currently expect our and our subsidiaries’ board of directors and other senior managers to remain in their positions, the loss of their services, or our inability to attract and retain qualified personnel to replace them, could have a material adverse effect on our financial condition and results of operations. 25 Interruption, mismanagement or failure in our subsidiaries’ information technology systems may adversely affect their operations. Our success and the success of our subsidiaries depend on the efficient and uninterrupted operation of our subsidiaries’ computer and communications hardware systems and our applications, including systems and applications that support the operation of Interbank’s financial stores, ATMs, Interbank Agente (correspondent agents), mobile applications and website, as well as the infrastructure components that support our operations (communication devices, networking, etc.). Our subsidiaries’ computer and communications systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, sabotage, computer viruses, cyberattacks, physical or electronic break-ins, acts of war, terrorist attacks and similar events or disruptions. Any of these events could cause system interruptions, delays and losses of critical data and could prevent our subsidiaries from operating at optimal levels or at all. Any failure, interruption or breach in security of our subsidiaries’ information systems could result in failures or interruptions in their risk management, general ledger, deposit servicing, loan organization and/or other important operations, as applicable. Although our subsidiaries have developed back-up systems and a disaster recovery center, and may continue some of their operations in case of emergency, if their information systems fail, even for a short period of time, then they may be unable to serve some or all of their customers’ needs on a timely basis. Likewise, a temporary shutdown of our subsidiaries’ information systems, such as the intermittent interruptions experienced on Interbank’s operating systems on October 30 and 31, 2024, which were promptly addressed and effectively contained, could result in additional costs for information retrieval and verification. Developing our information systems effectively and securely is essential to maintaining our competitive edge. In the current competitive landscape, if financial or insurance institutions fail to update and develop their existing information systems as effectively as their competitors, such failure may result in a loss of the competitive advantages that such institutions believe their information systems provide. Furthermore, such institutions may not have adequate insurance coverage or insurance limits to be compensated for losses from a major interruption. If our subsidiaries experience a data security breach and confidential customer information is disclosed to or accessed by third parties, their customers could be adversely affected. The collection of data and processing of transactions require our subsidiaries to receive and store a large amount of personally identifiable data. This type of data is subject to legislation and regulation in various jurisdictions, including Peru. Data security breaches suffered by well-known companies and institutions have attracted a substantial amount of media attention, prompting U.S. state and federal legislative proposals addressing data privacy and security. Our Peruvian subsidiaries are subject to requirements to protect the personally identifiable information that they process in connection with their services. Our Peruvian subsidiaries may become exposed to potential liabilities with respect to the data that they collect, manage and process, and may incur legal costs if their information security policies and procedures are not effective or if they are required to defend their methods of collection, processing and storage of personal data. In this regard, on October 30, 2024, a third party alleged to have accessed certain confidential information from a group of Interbank’s customers to extort Interbank. However, the event did not compromise the security of Interbank’s computer and communications hardware systems or Interbank’s applications and did not affect the financial products and transactions of Interbank’s clients, and Interbank acted promptly to verify there were no other consequences. In addition, our current strategy involves significant investments to expand and develop our IT, applications and systems in order to unify and simplify them, and increase the volume of transactions and operations performed online by our personnel and clients. We have also contracted with a third-party provider to ensure the stability and security of our systems and IT infrastructure and to also bear the risk of the failure of that third party. However, there can be no assurance that such strategy or its implementation will be successful, or whether it will result in failures, shutdowns or damage to our business and operations. Moreover, additional regulations or new requirements may emerge related to cybersecurity controls and data quality, as well as contractual commitments in accordance with standards established by the Information Security and Cybersecurity Management regulation (the “Reglamento para la Gestión de la Seguridad de la Información y la Ciberseguridad”), approved by SBS Resolution No. 504-2021 (as amended by SBS Resolutions No. 1515-2021, 3240-2023 and 2286-2024). Any failure or perceived failure by financial and insurance institutions to comply with such obligations may result in governmental enforcement actions and regulatory penalties, which could have an adverse effect on our reputation. Moreover, in November 2021, the SBS approved amendments to the Plan Business Continuity regulation (the “Reglamento para la Gestión de la Continuidad del Negocio”), approved by SBS Resolution No. 877-2020 (amended by SBS Resolutions No. 1536-2020, 3601-2021 and 3955-2022) aimed to manage the enterprise and business unit levels, with business units identifying, measuring, monitoring, managing, and reporting these and other operational risks at a more detailed level. Failure to comply with these rules could result in a loss a material effect on results of operations and financial losses. 26 SBS Resolution No. 00814-2025 enacted in March 2025 (as amended by SBS Resolution No. 03231-2025), modified the Plan Business Continuity regulation (the “Reglamento para la Gestión de la Continuidad del Negocio”), approved by SBS Resolution No. 877-2020 and, among others, introduced regulations regarding the management of business continuity and operational resilience in digital channels. Under these regulations, as of January 2026, financial institutions must achieve a Recovery Objective Point (ROP) of zero, and identify the critical products and services offered through digital channels (such as internet banking, mobile applications and digital wallets), define specific timeframes to resume operations in case of interruption of services, and establish clear guidelines under which such services are normally provided. These guidelines must be approved by the financial institution’s board of directors or risk committee. Financial institutions must also implement monitoring systems to detect deviations in the performance of their digital channels, adopt contingency and alternative service mechanisms in the event of interruptions, and develop recovery protocols to ensure that services are restored within the defined timeframes. Additionally, SBS Resolution No. 00814-2025 establishes that as of June 2025, financial institutions must carry out annual tests to assess the effectiveness of their business continuity and recovery strategies, the results of which must be reported annually as part of the financial institution’s operational risk management framework. The occurrence of any failures or interruptions in our subsidiaries’ IT systems, or the failure of our subsidiaries to adequately address them if they do occur, as well as data security breaches incurred by our subsidiaries, could have a material adverse effect on our reputation, financial condition and results of operations, including as a result of facing significant fines, customer notice obligations or costly litigation, maintaining or upgrading their IT systems, or performing other IT services on a timely basis. Cybersecurity events could negatively affect our reputation or results of operations and may result in litigation. Information security risks have increased in recent years due to the proliferation of new technologies and the increasing sophistication and number of cyberattack activities as well as the growing connectivity of equipment and systems to the internet. Data security breaches suffered by numerous companies and institutions around the world have attracted considerable amount of media attention and are leading different regulators to strengthen the legislation requirements for addressing data security and privacy issues. Our subsidiaries depend on a variety of internet-based data processing applications, communication and information exchange platforms, and networks as part of their operations and digital strategy. In recent years, cybersecurity risks have increased significantly mainly due to remote working arrangements and the increased use of digital channels by the clients of our subsidiaries. In this regard, we and our subsidiaries have implemented additional cybersecurity measures to prevent, detect, and respond to these risks. These measures mainly focus on strengthening the security of devices used by our employees working remotely, improving the connection and authentication methods used in remote connections, managing the risk of third parties that are part of our subsidiaries’ operation more rigorously, increasing the frequency of their cybersecurity awareness programs, and improving the capability of their cybersecurity threat detection, response, and intelligence procedures. Although we and our subsidiaries continue to assess and strive to improve the effectiveness and security of our systems by adopting industry-recognized and suggested security standards, as well as those mandated by Peruvian laws and regulations, given the current cybersecurity dynamics, we cannot guarantee to holders of our common shares that all of our systems are free from vulnerabilities or that the measures adopted will be successful in preventing cyberattacks scenarios. In the event of a cyberattack, we or our subsidiaries may suffer disruptions to business operations, experience response costs and losses, and may be subject to litigation and reputational harm. A cyberattack could have a material adverse effect on our or our subsidiaries’ business, financial condition, and results of operations. For further information on the cybersecurity protections and details of the information technology units of our subsidiaries, please refer to “Item 4. Information on the Company—Business Overview—Information Technology Unit” for each of our three business segments and “Item 16K. Cybersecurity.” Our subsidiaries are susceptible to fraud, unauthorized transactions and operational errors. Our subsidiaries are susceptible to, among other things, fraud or bad faith by employees or outsiders, unauthorized transactions by employees and other operational errors (including clerical or record keeping errors and errors resulting from faulty computer or telecommunications systems). Given a high volume of transactions that may occur at a financial institution, errors could be repeated or compounded before they are discovered and remedied. In addition, a number of transactions are not fully automated, which may further increase the risk that human error or employee tampering could result in losses that may be difficult to detect quickly or at all. While our subsidiaries maintain a system of internal controls designed to monitor and control operational risk, losses from the failure of their system of internal controls to discover and rectify such risks could have a material adverse effect on our reputation, our financial condition and results of operations. 27 Our existing insurance coverage may be insufficient and future coverage may be difficult or expensive to obtain. Although we believe that our insurance policies provide adequate coverage for the risks inherent in our businesses, these insurance policies typically exclude certain risks and are subject to certain thresholds and limits. We cannot assure holders of our common shares that our properties, equipment, inventories and other assets will not suffer damage due to unforeseen events or that the proceeds available from our insurance policies will be sufficient to protect us from all possible loss or damage resulting from such events. Our subsidiaries renew our insurance policies on an annual basis. The cost of coverage may increase to an extent that we may choose to reduce our policy limits or agree to certain exclusions from our coverage. Among other factors, adverse political developments, security concerns and natural disasters may materially adversely affect available insurance coverage and result in increased premiums for available coverage and additional exclusions from coverage. As a result, our insurance coverage may prove to be inadequate for events that may cause significant disruption to our operations, which could have a material adverse effect on our financial condition and results of operations. Our subsidiaries' employees could join labor unions and our subsidiaries could be subject to organized labor actions, including work stoppages that could have a material adverse effect on their business. Even though the employees of our subsidiaries are not unionized and have not entered into any collective bargaining agreement, nothing prevents them from doing so in the future. Conflicts with the employees of our subsidiaries and organized labor actions such as work disruptions or stoppages or requirements to increase employee salaries and/or benefits as a result of future collective bargaining agreements, governmental regulations or policies or otherwise could cause us to suffer a material adverse effect on our financial condition and results of operations. Our trademarks and trade names may be misappropriated or challenged by others. We own the material trademark and trade name rights used in connection with our brands and businesses and the marketing and sale of their respective products and services. We believe our brand names and related intellectual property are important to our continued success. We attempt to protect our trademarks and trade names by exercising our rights under applicable trademark and copyright laws. Any infringement of our intellectual property rights would likely result in a commitment of our time and resources to protect these rights through litigation or otherwise, which could be expensive and time-consuming. If we were to fail to protect our intellectual property rights for any reason, it could have a material adverse effect on our financial condition and results of operations. Any failure to comply with anti-corruption, anti-bribery, anti-money laundering and countering the financing of terrorism and antitrust laws and regulations could damage our reputation or expose us to penalties. We are subject to anti-corruption, anti-bribery, anti-money laundering (“AML”), countering the financing of terrorism (“CFT”), antitrust, sanctions, and other applicable laws and regulations in Peru and certain other jurisdictions in which we operate. In addition, we are subject to legal and regulatory frameworks that restrict transactions with certain sanctioned countries, individuals, and entities. Failure to comply with these laws and regulations could result in fines, penalties, sanctions, or other enforcement actions. We have implemented policies, procedures, and internal controls designed to comply with applicable AML/CFT laws and regulations. These include a know-your-customer (“KYC”) client identification program; screening against the Office of Foreign Assets Control (“OFAC”) and other applicable international sanctions lists; ongoing monitoring of client transactions; enhanced due diligence procedures for higher-risk clients; and quality assurance and oversight mechanisms. Our compliance framework is based on applicable Peruvian laws and regulations, relevant requirements in other jurisdictions, and international standards, including the recommendations of the Financial Action Task Force (“FATF”). We also conduct due diligence on financial institutions and other relevant counterparties to assess whether their AML/CFT policies and procedures are consistent with our standards. Although these measures are designed to mitigate AML/CFT risks, they cannot fully eliminate such risks. When potentially suspicious activities are identified, they are investigated and, where appropriate, reported to the competent authorities in accordance with applicable laws and regulations, and additional internal risk-mitigation measures may be applied. Nevertheless, these controls and procedures may not be completely effective in preventing third parties from using us, our correspondent banks, or reinsurance institutions as a conduit for money laundering or terrorist financing without our knowledge. Any actual or perceived association with money laundering or terrorist financing could harm our reputation and expose us to fines, sanctions, or other enforcement actions, including potential inclusion on restrictive or prohibitive lists that could limit our ability to conduct business. Any such event could have a material adverse effect on our business, financial condition, and results of operations. 28 We are also subject to applicable anti-bribery and anti-corruption laws, rules, and regulations, including those governing interactions with government officials and other high-risk stakeholders. While we have not, to date, been subject to material fines, penalties, or significant reputational harm as a result of violations of AML, anti-bribery, or anti-corruption laws, we cannot provide assurance that our policies, procedures, and internal controls will be sufficient to prevent or detect all improper conduct, fraud, or violations of law. If our subsidiaries, employees, directors, officers, agents, partners, service providers, or other persons with whom we conduct business engage in fraudulent, corrupt, unethical, or otherwise improper activities, or violate applicable laws, regulations, or our internal compliance systems, we could become subject to investigations or enforcement actions by Peruvian or foreign authorities (including the U.S. Department of Justice), which could result in penalties, fines, sanctions, and reputational harm, and could materially adversely affect our business, financial condition, and results of operations. We and our subsidiaries are subject to litigation and other legal, administrative and regulatory proceedings. We and our subsidiaries are regularly party to litigation and other legal proceedings relating to claims resulting from operations in the normal course of business. The interpretation and enforcement of certain provisions of existing or any additional agreements we may enter into in the future may result in disputes among us and customers or third-parties. Litigation is subject to inherent uncertainties, and unfavorable rulings may occur. We cannot assure holders of our common shares that the legal, administrative and regulatory proceedings in which we and our subsidiaries are involved will not materially and adversely affect our ability to conduct our respective business in the manner that we and they expect or otherwise adversely affect our respective results of operations and financial position should an unfavorable ruling occur. Legal restrictions on our clients may reduce the demand for our services. We may be materially affected not only by regulations applicable to us, but also by regulations and changes in enforcement practices applicable to our clients. Our business could be affected by, among other things, existing and proposed tax legislation, antitrust and competition policies, corporate governance initiatives, consumer protection laws, data use regulation and other governmental regulation and policies, and changes in the interpretation or enforcement of existing laws and rules, that affect our clients’ businesses and the financial markets. For example, a focus on tax compliance and changes in enforcement practices could lead to asset outflows from our private banking businesses, including at our subsidiary Inteligo. Our risk management structure may not be fully effective. Our objective is to fully incorporate the risk management process into all of our activities and the activities of our subsidiaries, developing and implementing methodologies, models and other tools for the measurement and control of risks, and looking to improve them in order to mitigate the risks that we identify. However, there may be limitations to this risk management framework in foreseeing and mitigating all the risks to which we or our subsidiaries are subject, including credit, market and operational risks, among others, or those to which we may, in the future, become subject. If our risk management structure is not completely effective in adequately preventing or mitigating risks, we could suffer material unexpected losses, adversely affecting our financial condition and operating results. Implementation of tax laws related to the global minimum tax may increase our subsidiaries’ tax liabilities, and, as a result, have a material and adverse effect on us. In 2021, the Organization for Economic Cooperation and Development (“OECD”) published the draft Global Anti-Base Erosion Model Rules (Pillar 2) aimed at ensuring that multinational enterprises would be subject to a global minimum 15% tax rate. Jurisdictions around the world, including those jurisdictions in which our subsidiaries operate, are implementing changes to their tax regimes to align with global minimum tax rules. The Global Anti-Base Erosion Model Rules (Pillar 2) would apply to multinational groups with annual consolidated revenues of at least EUR 750 million in at least two out of the last four years. On November 29, 2024, the Government of The Bahamas approved the Domestic Minimum Top-Up Tax Bill, 2024 and is deemed to have come into force retroactively on January 1, 2024 (the “Act”) and pursuant to the terms provided in the Act. The Act introduces a Domestic Minimum Top-Up Tax (DMTT) on Multinational Enterprises (MNEs) in accordance with the OECD’s Pillar Two Framework. The DMTT applies to our subsidiaries located in The Bahamas as from January 1, 2025. In addition, on December 21, 2024, Spain adopted the Income Inclusion Rule (IIR) and Qualified Domestic Minimum Top-Up Tax (QDMTT) of the OECD's global minimum tax rules for taxable years beginning on December 31, 2023. Spain has also adopted the undertaxed payment/profit rule (UTPR) of the OECD’s global minimum tax rules for taxable years beginning on or after December 31, 2024. 29 Even though we do not currently expect the aforementioned Bahamian and Spanish regulations to negatively impact Intercorp and its subsidiaries, we cannot ensure that such regulations would not impacts our business, financial condition, and results of operations. Disruptive innovation by fintechs and insurtechs may result in increased competition, and as a result, have a material and adverse effect on our subsidiaries. Although most fintech and insurtech companies are still in their early stages, and the level of adoption is relatively low compared to the traditional financial system, they represent a disruptive force that is transforming the financial and insurance landscape. Failure by our subsidiaries to effectively anticipate or adapt to emerging technologies or changes in customer behavior could delay or prevent our access to new digital-based markets. Furthermore, the widespread adoption of new technologies, including payment systems, could require substantial expenditures to modify or adapt our existing products and services as we continue to grow our digital capabilities. As a result, our subsidiaries’ customers may choose to conduct business or offer products on alternative or emerging platforms. Such new technologies could negatively impact our investments in infrastructure, equipment, and personnel, or if our subsidiaries do not properly anticipate trends, render our existing investments in digital platforms moot. If our subsidiaries fail to adapt quickly, or at all, to changes in technologies or changes in customer behavior, it may have an adverse impact on our subsidiaries resulting from increased competition, which could have a material adverse effect on our financial condition and results of operations. Transition to a low-carbon economy may have a material and adverse effect on our subsidiaries’ results of operations. The shift towards a lower-carbon economy can create challenges and potential financial losses to us or our subsidiaries if not managed effectively. In the case of Interbank, borrowers in high-emitting sectors might face financial difficulties due to regulatory changes, technological disruptions, or changing consumer preferences. This could lead to loan defaults, impacting banks' asset quality and profitability. Inteligo can face stranded assets in its investments in companies or assets heavily reliant on fossil fuels, which value could decrease as the transition progresses. In general, we might face higher operational costs due to regulatory changes not only related to climate risk disclosure or carbon pricing, but also to capital requirements related to climate risks, increasing compliance costs and potentially restricting lending activities. The overall impact can lead to decreased profitability and shareholder value. Public health crises and epidemics/pandemics could adversely affect our and our subsidiaries’ business, financial condition and results of operations. Interbank’s business is dependent upon the willingness and ability of the customers to conduct banking and other financial transactions. The spread of a highly infectious or contagious disease could cause severe disruptions and volatility in the world economy, which could in turn disrupt the business, activities, and operations of Interbank’s customers, as well as its business and operations. There remains considerable uncertainty as to the effects of future public health epidemics on the global and Peruvian economies. To the extent outbreaks of pandemic or contagious diseases adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described in this section, such as those relating to Interbank’s high level of indebtedness, its need to generate sufficient cash flows to service its indebtedness and its ability to comply with the financial covenants contained in the agreements that govern its indebtedness. 30 Risks Relating to Peru Economic, social and political developments in Peru, including political instability, social unrest, persistent inflation and unemployment, could have a material adverse effect on our businesses. Substantially all of the operations and customers of our subsidiaries are located in Peru. Accordingly, our financial condition and results of operations are dependent on the level of economic activity in Peru. Our financial condition and results of operations could be affected by changes in economic conditions (both domestic and international), policies of the Peruvian government (which has exercised and continues to exercise substantial influence over many aspects of the private sector) and by other economic and political developments in Peru, including devaluation, currency exchange controls, limits on interest rates, seizure of private property, financial regulation, inflation, economic downturns, corruption scandals, social unrest and terrorism, among others. Historically, Peru’s GDP growth rates and external surplus, reflect, in part, the strength of Peru’s economic fundamentals. However, ongoing deterioration of the global economy, rising inflation and fuel prices may adversely affect Peru’s economy. In addition, an economic contraction or weak economic growth in Peru’s trading partners may have an adverse effect on Peru’s economy. Despite Peru’s ongoing economic growth and stabilization, social and political tensions and high levels of poverty and unemployment continue. The combination of these factors may be exacerbated by political events, which may lead to intensified economic, social and/or political crises, sparking a wave of protests and social unrest. Furthermore, Peru has experienced political instability that has included a succession of regimes with differing economic policies and programs, followed by periods of stability. Beginning in 2018, Peru has suffered a series of government institutional crises due to, among other things, several corruption and political scandals involving prominent political figures, which have resulted in resignations and impeachment of various presidents. On April 2021, following a run-off between the top contenders, José Pedro Castillo Terrones (Partido Político Nacional Perú Libre), a far-left candidate, and Keiko Sofia Fujimori Higuchi (Fuerza Popular), a center-right candidate, on June 6, 2021, Pedro Castillo was elected as Peru’s president and sworn in as President on July 28, 2021. On December 7, 2022, Mr. Castillo announced his intention to dissolve the Peruvian Congress and to intervene in, among others, the Peruvian judicial branch and Superior Court. Mr. Castillo’s actions were deemed to constitute an attempted coup, which led to his impeachment and arrest. According to the Peruvian Constitution, Mr. Castillo was succeeded by his then vice-president, Dina Boluarte to serve the remaining presidential term until 2026. However, on October 10, 2025, Peru’s Congress voted to impeach and remove President Dina Boluarte for permanent moral incapacity following months of investigations and political confrontation. Pursuant to the constitutional line of succession, an interim successor, José Jerí, was sworn in pending the definition of an electoral timetable. However, on February 17, 2026, José Jerí was removed from office by Congress following preliminary investigations over allegations of illegal sponsorship of private interests and influence-peddling to the detriment of the state. In response, Congress elected José María Balcázar, as Peru's new interim president. On April 12, 2026, Peru held general elections to elect a new President, a Senate and a Chamber of Deputies for a five-year term and, based on vote counts as of the date of this annual report on Form 20-F, Keiko Fujimori appears likely to advance to a runoff election, while the second candidate advancing to the runoff remains to be determined. Peru has experienced several past administrations that directly intervened in Peru’s economy and social structure, and implemented measures such as controls on prices, exchange rates, local and foreign investment and international trade, restricted the ability of companies to dismiss employees, expropriated private sector assets and prohibited the remittance of profits to foreign investors. Such political uncertainty, and any future policies that might be implemented by the Peruvian government could impact interest rates and currency volatility, as well as adversely and materially affect the Peruvian economy, which could have a material adverse effect on our business, financial condition or results of operations. See “—Potential exchange controls implemented by the Peruvian government could adversely affect our ability to pay dividends and have a material adverse effect on our financial condition and results of operations.” In addition, economic, social and political developments in the region may have an adverse effect on Peru’s economy. There can be no assurance that Peru will avoid ongoing or emerging economic, political or social challenges in the future or that these challenges will not adversely affect our business, financial condition and results of operations. Future government policies to avoid or respond to social unrest could include, among other things, declarations of state of national emergency, expropriation, nationalization, suspension of the enforcement of creditors’ rights and new taxation policies. Additionally, further impeachment initiatives, constitutional complaints, or changes in the interim administration’s status—such as the calling of early general elections—could disrupt the policy agenda and administrative continuity, potentially affecting regulatory stability and the operating environment. 31 Political uncertainty may adversely affect our business, financial condition and results of operations. On October 10, 2025, President Dina Boluarte was removed from office, following corruption inquiries by the Public Ministry and intensified congressional scrutiny. An interim president, José Jerí, assumed office pursuant to the rules of succession set out in the constitution of the Republic of Peru. On February 17, 2026, President José Jerí was removed from office following allegations regarding corruption concerns and on February 18, 2026, José María Balcázar assumed office as interim president. On April 12, 2026, Peru held general elections to elect a new President, a Senate and a Chamber of Deputies for a five-year term and, based on vote counts as of the date of this annual report on Form 20-F, Keiko Fujimori appears likely to advance to a runoff election, while the second candidate advancing to the runoff remains to be determined. Most Peruvian administrations and members of Congress elected in the last 35 years have generally maintained economic policies based on free market and contractual liberty. All these principles are also set forth in the Peruvian Constitution. Nevertheless, a new administration may pursue policies that are detrimental to the Peruvian economy and/or that may negatively affect our business and industry in general, and our results of operations and/or financial condition, in particular. Although a drastic change in the actual economic model would require the amendment of the economic chapter of the Peruvian Constitution, we cannot assure you that a change to the Peruvian Constitution or policies against free market and subsidiary intervention of the government in the economy will not be promoted by the new authorities. Furthermore, we cannot assure you that new authorities will not enact, amend or repeal laws and regulations currently applicable to us and our business such as could have an adverse effect on our financial condition and our results of operations or the trading price of the notes. In the past, the possibility that an outsider or candidate from the political fringes could be elected President has fueled political instability in Peru and has generated negative economic consequences. Increased political turmoil or an electoral victory by a Presidential candidate perceived to favor governmental intervention in the economy may have an adverse effect on investors’ perception of the country’s risk. Additionally, any newly elected President and the controlling party of the Senate or the Chamber of Deputies could be from different political parties, or there could even be no outright majority in either chamber, situations that could lead to fragmented forums which may adversely affect the government’s ability to pass legislation to implement policies or address economic or social challenges. Any decline in the stability of the Peruvian political system or changes to the government’s economic policies may have a negative effect on our business, financial condition and results of operations. The 2026 general elections in Peru may result in changes to the political landscape. On April 12, 2026, Peru held general elections to elect a new President, a Senate and a Chamber of Deputies for a five-year term and, based on vote counts as of the date of this annual report on Form 20-F, Keiko Fujimori appears likely to advance to a runoff election, while the second candidate advancing to the runoff remains to be determined. The outcome of these elections could result in significant changes in the country's political and economic policies. Historically, both pre-electoral and electoral periods in Peru have been marked by heightened political uncertainty and volatility. In this context, there is an increased risk that Congress may adopt populist measures aimed at gaining public support, which could include unsustainable fiscal policies, regulatory overreach, or other short-term political initiatives. Such actions, combined with broader electoral dynamics, may lead to shifts in regulatory, fiscal, or economic policies that could undermine investor confidence, weaken macroeconomic stability, and negatively impact the overall business environment. These developments could pose risks to the Peruvian economy and adversely affect the performance of our operations. Additionally, a new administration may pursue policies that are detrimental to the Peruvian economy and/or negatively affect our businesses in general, and our results of operations. Fluctuations in the value of the sol could have a material adverse effect on our financial condition and results of operations. In recent years, the sol has maintained a relatively stable value vis-à-vis U.S. dollars, with periods when it even experienced a revaluation. Despite this stability, this trend could be altered by a heightened perception of political risk, changes in economic fundamentals, or a prolonged or significant downturn in key macroeconomic indicators. Consequently, there is no guarantee that the pace of change of the national exchange rate will remain homogeneous. As the Peruvian banking system is still partially dollarized, with 26.1% of gross loans and 35.6% of deposits denominated in U.S. dollars as of December 31, 2025, devaluation of the sol against the U.S. dollar could have a negative impact on the ability of Interbank’s clients to repay loans and make premium payments. We are exposed to currency mismatch risks. Within our insurance segment, a similar adverse effect could occur on Interseguro’s local debt holdings denominated in foreign currency. Despite any devaluation, and absent any change in foreign 32 exchange regulations, Interbank and Interseguro would be required to continue to repay dollar-denominated deposits in U.S. dollars. In addition, while we seek to manage the gap between Interbank’s and Interseguro’s foreign currency-denominated assets and liabilities, by matching, for example, the volumes and maturities of Interbank’s sol-denominated loans against Interbank’s sol-denominated deposits, we may not be successful in doing so. Therefore, any significant devaluation of the sol against the U.S. dollar could have a material adverse effect on our financial condition and results of operations. In addition, a devaluation of the sol against the U.S. dollar would decrease the dollar value of any dividends paid to us by our subsidiaries, and, as a result, our ability to pay dividends could be materially and adversely affected. An appreciation of the sol could also have an adverse impact on our results of operations as reported in soles, as Inteligo’s operations are denominated in U.S. dollars, but our reporting currency is in soles. A downgrade in Peru’s credit ratings may affect the perception of Peru and its economy and consequently adversely affect us. In December 2022 and January 2023, S&P, Fitch and Moody’s changed Peru’s credit outlook to negative from stable due to higher political risk. In April 2024, S&P downgraded Peru’s credit rating from BBB to BBB-. However, in April, September, and November 2024, S&P, Moody’s, and Fitch, respectively, changed Peru’s credit outlook back to stable. Such credit ratings have been maintained as of the date of this Annual Report on Form 20-F. We cannot predict whether Peru’s credit ratings will be further downgraded and what the effects of any such downgrades may be on Peru’s economy, which could have a material adverse effect on our business, financial condition and results of operations. If either or all of S&P, Moody’s, and Fitch further downgrade Peru’s credit ratings, it is likely that our credit rating would also be downgraded. An increase in the perceived risks associated with investments in Peru may adversely affect the Peruvian economy in general and may discourage foreign investment in Peru. Potential exchange controls implemented by the Peruvian government could adversely affect our ability to pay dividends and have a material adverse effect on our financial condition and results of operations. Since 1991, the Peruvian economy has undergone a major transformation from a highly protected and regulated system to a free market economy. During this period, protectionist and interventionist laws and policies have been dismantled gradually to create a liberal economy dominated by the private sector. The Peruvian economy has, in general, responded well to this transformation, growing at an average annual rate of 3.6% during the period from 2010 to 2025. Exchange controls and restrictions on remittances of profits, dividends and royalties have ceased. Prior to 1991, Peru exercised control over the foreign exchange markets by imposing multiple exchange rates and placing restrictions on the possession and use of foreign currencies. Currently, foreign exchange rates are determined by market conditions, with regular open-market operations by the Central Reserve Bank of Peru in the foreign exchange market to reduce volatility in the value of Peru’s currency against the U.S. dollar. There can be no assurance that the Peruvian government will not institute restrictive exchange rate policies in the future. Any such restrictive exchange rate policy could have a material adverse effect on our subsidiaries’ business, financial condition and results of operations and adversely affect their ability to repay debt or other obligations and therefore restrict their access to international financing. Volatility in exchange rates may also result in significant competitive benefits to certain of our subsidiaries’ competitors who incur a greater part of their costs in other currencies than our subsidiaries’ do or increase our subsidiaries’ hedging costs and limit our subsidiaries’ ability to hedge their exchange rate exposure. Any dividends paid to us by Interbank, Interseguro, Inteligo SAB and Izipay will be paid in soles. Peruvian law does not impose any restrictions on the ability of companies having operations in Peru to transfer foreign currencies from Peru to other countries, except for restrictions applicable to companies that have been convicted or have admitted to and/or acknowledged committing crimes against the Peruvian public administration or money laundering or equivalent crimes, as set forth in Law No. 30737 (a law that provides for the compensation of the governmental entity in cases of corruption and other crimes) and Urgency Decree No. 003-2017 (Urgency Decree to Ensure Continuity of Public Utility Investment Projects and Safeguard Compensation to the State in Cases of Corruption), which restricts the transfer of both local and foreign currency abroad. Except for the restrictions set forth in such regulations, companies having operations in Peru may freely transfer foreign currency from Peru to other countries. If the Peruvian government were to implement restrictive exchange rate controls in the future, we might be obligated to seek an authorization from the Peruvian government to make dividend payments. We cannot assure holders of our common shares that such an authorization would be obtained. Any such exchange rate restrictions or the failure to obtain such an authorization could materially and adversely affect our ability to pay our shareholders. Increased inflation in Peru could have an adverse effect on the Peruvian long-term credit market as well as the Peruvian economy generally and, therefore, on our financial condition and results of operations. In the past, Peru has suffered through periods of high and hyper-inflation, which has materially undermined the Peruvian economy and the government’s ability to create conditions that support economic growth. In response to increased inflation, the Central Reserve Bank of Peru, which sets the Peruvian basic interest rate, may increase or decrease the basic interest rate in an attempt 33 to control inflation or foster economic growth. Increases in the base interest rate could adversely affect our results of operations, increasing the cost of certain funding. Additionally, a return to a high inflation environment would also undermine Peru’s foreign competitiveness, with negative effects on the level of economic activity and employment, while increasing our operating costs and adversely impacting our operating margins. As of December 31, 2025, the rate of inflation was 1.5%, compared to 1.97% in the year ended December 31, 2024. As of December 31, 2025, the Central Reserve Bank of Peru has estimated Peru’s inflation to be within its target range in 2026. The stability of the Peruvian financial system depends on public confidence in Peruvian banking and financial institutions. Financial institutions, including Interbank and Interseguro, depend on public confidence in the Peruvian financial system. In the event of adverse developments affecting Peru’s economic, political or social conditions or if a bank faces liquidity problems, the general public may withdraw deposits and savings from the troubled bank or from banks generally, thereby precipitating a liquidity crisis, as occurred in Peru in the late 1990s. If depositors withdraw significant holdings from banks generally, including Interbank, there would be a substantial adverse impact on the manner in which financial institutions, including Interbank and Interseguro, conduct their business, on their ability to operate as financial intermediaries and on their financial condition, which could have a material adverse effect on our financial condition and results of operations. The Peruvian economy could be adversely affected by economic developments in regional or global markets. Financial and securities markets in Peru are influenced by economic and market conditions in regional or global markets. Although economic conditions vary from country to country, investors’ perceptions of the events occurring in one country may adversely affect cash flows and securities from issuers in other countries, including Peru. Peru’s economy continues to be affected by events in the economies of its major regional partners and in developed economies that are trading partners or that affect the global economy. In addition, the announcement of rate increases by the U.S. Federal Reserve, the trade war between the United States and China, and, while our direct exposure to Russia is limited, Russia’s large-scale continued military invasion of Ukraine, the military conflict in the Middle East among other factors, had, in the past, and may have, in the future, an impact on the Peruvian economy by adding inflationary pressures, including in respect of high food and energy prices. On February 28, 2026, Israel and the United States launched a joint military operation against targets in Iran. In response, Iran carried out missile and drone attacks against targets in Israel, U.S. military assets in the Middle East, and other countries in the region. As of the date of this annual report on Form 20-F, certain military activities relating to this operation remain ongoing, and their outcome and potential implications remain uncertain. The escalation and/or extended duration of this conflict could generate supply shocks, pushing energy and commodity prices upward and inflation higher. In particular, disruptions to global oil supply or transport routes could result in sustained increases in international oil prices and refined fuel costs. For Peru, which is a net importer of oil and refined petroleum products, sustained increases in energy prices could add inflationary pressures and adversely affect consumer purchasing power and increase operating costs for businesses. This, in turn, could lead to tighter monetary conditions, reduced economic activity and deterioration in asset quality. We continue to monitor these developments and their potential impact on our business, financial condition, and results of operations. Any interruption to the recovery of the developed economies, the continued effects of the global crises, a worsening or resurgence of the debt crisis in Europe, a new geopolitical tension in Europe resulting in economic and/or financial crisis, or new bank failures in the United States, Peru or other countries, or a combination of the above, could affect the Peruvian economy, and consequently, materially adversely affect our business. Our business is particularly sensitive to economic and market conditions which affect products of various export industries, including textile, fishing, and agriculture. In addition, we are active in the real estate sector, which can also be highly sensitive to macroeconomic developments. Although we have relatively little exposure to the mining sector, a decline in commodity prices could negatively affect the Peruvian economy as a whole. Any increase in the number of delinquencies or defaults would result in higher levels of non-performing assets and provisions for loan losses, which could have a material adverse effect on our financial condition and results of operations. An additional source of risk are the economic and foreign policies that may be enacted by the current administration of the United States. We cannot assure you that investors’ interest in Peru, or the Peruvian economy will not be negatively affected by the policies of the current administration of the United States. For example, the implementation of import tariffs or other trade restrictions by the U.S., retaliatory actions by the Peruvian government, or unsuccessful trade negotiations between the U.S. and Peru could result in increased trade barriers or restrictions on trade, sanctions, and increased costs. Although the current impact of these 34 events has been limited, they may adversely affect the Peruvian economy and certain of our customers, which could have a negative impact on our financial condition, results of operations and cash flows. Additionally, adverse developments in regional or global markets or an increase in the perceived risks associated with investing in emerging markets in the future could adversely affect the Peruvian economy and, as a result, adversely affect our businesses. A decline in the prices of certain commodities in the international markets could have a material adverse effect on our financial condition and results of operations. Peru’s exports are highly concentrated in the mining industry; copper and gold exports share of total exports was around 55% of all shipments as of December 31, 2025. Peruvian trade responds significantly to fluctuations in metal prices, especially copper. In 2025, Peru’s trade surplus increased to U.S.$34.6 billion from U.S.$23.8 billion in 2024, due to an increase of 22.6% in exports, an increase of 12.3% in imports and positive terms of trade. The average copper price for 2025 was U.S.$4.51 per pound, 8.7% higher than the average of U.S.$4.15 per pound in 2024, while WTI oil prices fell 17.2% over the same period (to U.S.$58 per barrel). In addition to changes in prices, Peru is also vulnerable to fluctuations in foreign demand, especially from China and the United States, Peru’s main trading partners. The European Union is also an important buyer of Peruvian goods, especially of non-traditional ones. Consequently, lower growth than forecasted from these countries would pose risks to Peru’s economic growth as it may impact exports and foreign direct investment. Decreases in commodity prices may have a negative impact on government finances, and consequently regional and local governments may lower their spending on social programs that primarily benefit rural communities. This may result in decreased support for the central government, which could manifest itself through political unrest. In recent years, several provinces have experienced protests, primarily driven by groups opposing private investments, particularly in mining projects. Lower commodity prices could also affect private investment, consumption, and, consequently, the financial system, leading to, for example, lower credit demand, deteriorating asset quality and currency depreciation. The market volatility generated by distortions in the international financial markets may affect the Peruvian capital markets and the Peruvian banking system. The global financial and economic crisis of 2008 and 2009, and more recently, the COVID-19 pandemic and the market turmoil generated by the bank failures in the United States and the emergency sale of Credit Suisse, adversely affected and increased the volatility of the performance of the Lima Stock Exchange. The Lima Stock Exchange was downgraded from an “emerging market” to “frontier market” in September 2020. Similar or other unanticipated events may affect trading activity in the Peruvian capital markets. In recent years, the Lima Stock Exchange has experienced increased participation from local and international retail investors that react rapidly to the effects from international markets. The general index of the Lima Stock Exchange increased by 21.7% in 2023, by 11.56% in 2024, and by 50.08% in 2025. Volatility in the international markets may adversely affect the Peruvian capital markets and could therefore impact our ability to raise funds from local capital markets at a level necessary to fund our operations. Although the Peruvian banking system has not experienced any significant liquidity problems in recent years, primarily because the major source of funds for local banks, including Interbank, is represented by the deposit base, future market volatility may affect do so. The occurrence of such volatility could have a material adverse effect on our financial condition and results of operations. The operations of Interbank, Interseguro, Interfondos, Inteligo SAB and Izipay could be adversely affected by earthquakes, flooding or other natural disasters. Peru is affected by El Niño and La Niña. El Niño is, an oceanic and atmospheric phenomenon that causes a warming of temperatures in the Pacific Ocean, resulting in heavy rains off the coast of Peru and various other effects in other parts of the world. La Niña has the opposite effect of El Niño. The effects of El Niño, which typically occurs every two to seven years, include flooding and the destruction of fish populations and agriculture, and it accordingly can have a negative impact on Peru’s economy. For example, in early 2017, El Niño adversely affected agricultural production, transportation services, tourism and commercial activity, caused widespread damage to infrastructure and displaced people and resulted in a 1.5% drop in GDP growth in 2017 relative to 2016 figures. The Peruvian government estimated that El Niño caused U.S.$2.8 billion in damages in affected regions in the first half of 2017. In recent years, Peru has continued to experience climate variability associated with El Niño and La Niña events, which has affected certain sectors of the economy, including fishing, agriculture and transportation. As of the date of this annual report on Form 20-F, according to official authorities, no significant El Niño or La Niña event is currently active, although monitoring and alert systems remain in place. However, we cannot assure you that a future El Niño or La Niña event will not occur, and such events may be more frequent or severe due to climate variability and change. 35 El Niño and La Niña have affected and could in the future affect our loan activity and asset quality, as loan agreements may allow borrowers to extend payments for a certain period of time in connection with natural disasters, which could ultimately affect their payment capacity when such extensions expire. Peru is also located in an area that experiences seismic activity and is occasionally affected by earthquakes. For example, in 2007, an earthquake with a magnitude of 7.9 on the Richter scale struck the central coast of Peru, severely damaging the region south of Lima, and on May 26, 2019, an earthquake with a magnitude of 8.0 struck a remote part of the Amazon in Peru, resulting in collapsed buildings, power failures and two reported deaths. Although Interbank’s, Interseguro’s, Inteligo’s and Izipay’s headquarters and financial stores in Peru have not been materially affected by an earthquake, a major earthquake could damage the infrastructure necessary to their operations. Although we have in place insurance policies against damage caused by earthquakes and other natural disasters, accidents and other similar events (including coverage for losses due to resulting business interruption), the occurrence of an earthquake or any other natural disaster could adversely affect our results of operations and financial condition. In addition, we may be subject to regulatory requirements, including from the SBS, to implement temporary relief measures for affected customers, such as rescheduling credit payments. Further, any natural disaster would increase the likelihood of Interseguro having to pay the corresponding indemnification to customers under insurance policies that Interseguro sold, which would negatively affect its operating margins. Corruption and ongoing high profile corruption investigations may hinder the growth of the Peruvian economy and have a negative impact on our business and operations. In recent years, corruption scandals have taken place in the majority of Peruvian public institutions, with the involvement of political authorities at municipal, regional and national government levels, and former government officials have been detained. In the first quarter of 2024, the Peruvian prosecutor’s office initiated preliminary investigations against former President Dina Boluarte for her alleged irregular possession of a collection of luxury watches and jewelry. Corruption allegations against, and political confrontation with, former President Dina Boluarte culminated in her removal from office on October 10, 2025. Likewise, on February 17, 2026, Peru's Congress voted to remove former President José Jerí from office following corruption concerns. In addition, further developments have occurred in relation to criminal judicial procedures against three former Presidents of Peru. Alejandro Toledo Manrique was sentenced (in first instance) to 20 years in prison. Likewise, Ollanta Humala Tasso was sentenced (in the first instance) to 15 years in prison, while oral arguments in the case against Martin Vizcarra Cornejo have begun. These investigations have resulted in suspension or delay of infrastructure projects and adversely affected economic growth in Peru. We cannot predict how these or future corruption scandals or investigations may affect the Peruvian economy, hinder the growth of the Peruvian economy and indirectly have a material adverse effect on our business, financial condition and results of operations. Changes in tax laws may increase our tax liabilities and, as a result, have a material and adverse effect on us. The Peruvian government regularly implements changes to its tax regulations and interpretations. Potential changes may include modifications in the taxable events, the taxable bases or the tax rates, or the enactment of temporary taxes that, in some cases, could become permanent taxes. The Peruvian government has introduced several changes related, among others, to thin capitalization rules (which prevents companies from deducting interest for tax purposes when certain thresholds are exceeded) and to the general anti-avoidance rule or GAAR (which entitles the tax and customs national superintendency to challenge the taxation of certain transactions with a substance-over-form criteria). The effects of any tax reform that could be proposed in the future and any other changes that could result from the enactment of additional reform or changes in interpretation have not been, and cannot be, quantified. Any changes to the Peruvian tax regime or interpretation thereof may result in an increase of our and our subsidiaries’ tax liabilities and/or overall compliance costs, which could have a material adverse impact on our business, financial condition and results of operations. Furthermore, such political uncertainty, or actual policies implemented by the Peruvian government, could also impact interest rates and currency volatility, as well as adversely and materially affect the Peruvian economy, which could have a material adverse effect on our financial condition and results of operations. The dollarization of the Peruvian economy hampers monetary policy, which in turn may have an effect on our business. Dollarization generally refers to the degree to which the U.S. dollar has displaced the local currency in the economy. Despite the positive effect that it may have on reducing cross-border transaction costs and preserving purchasing power, the dollarization of the Peruvian economy has also hampered monetary policy by undermining the Central Reserve Bank of Peru’s ability 36 to control the money supply. Despite the government’s policies and efforts to “solarize” the economy, which have been adopted in the past, the high degree of dollarization of the economy affects the Peruvian financial system by forcing the Central Reserve Bank of Peru to establish high levels of reserve requirements in U.S. dollars while also adding a risk to participating banks’ statements of financial position, including Interbank. An appreciation of the U.S. dollar poses a risk to us and a systemic risk to the Peruvian financial system because of the levels of U.S. dollar-denominated assets and liabilities in the Peruvian financial system. This risk comes from the potential imbalance that a bank’s clients may experience when borrowing in U.S. dollars and earning in soles. As a result, the SBS has been enacting rules aimed to make banks capable of identifying clients with potential imbalances and establishing reserves if necessary. Under the Peruvian Banking and Insurance Law, all financial institutions regulated by the SBS (except for small-business development non-bank institutions) are required to maintain a legal reserve (encaje) for certain obligations. The Central Reserve Bank of Peru may require additional and marginal reserves. The exact level and method of calculation of the reserve requirement is set by the Central Reserve Bank of Peru, which has issued different sets of regulations for foreign and local currency-denominated obligations of banks. We cannot assure you that the Central Reserve Bank of Peru will not increase the base rate or impose additional requirements in the future, or that such changes in the regulatory environment will not have an adverse effect on our business, financial condition or results of operations. Risks Relating to the Common Shares There may be a lack of liquidity and market for our common shares. An active and liquid market for our common shares may not be maintained. Active, liquid trading markets generally result in lower price volatility and respond more efficiently to orders from investors to purchase or sell securities. Liquidity of a securities’ market is often a function of the volume of the underlying shares that are publicly-held by unrelated parties. Our common shares are listed on the Lima Stock Exchange, which is generally a less liquid trading market than the New York Stock Exchange (“NYSE”). Moreover, on March 31, 2023, IFS's shareholders approved the creation of a share repurchase program for an amount of up to U.S.$100 million of our common shares (the “2023 Repurchase Program”). Thereafter, on March 31, 2025, IFS's shareholders approved a new share repurchase program for an amount of up to U.S.$100 million of our common shares, which is expected to reduce the amount of our common shares available for trading. See "Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers" for details on the share repurchase programs. In addition, investing in securities traded in emerging market countries, such as Peru, frequently involves a greater degree of risk when compared to investments in securities of issuers located in international securities markets with more stable economic, political and/or regulatory conditions and are generally considered being more speculative in nature. These factors affect the ability of holders of our common to sell common shares at a desirable price and time, which could have a material adverse effect on the price of our common shares. In the event an active and liquid market for our common shares does not develop or is not maintained, the market price of our common shares that could be negatively impacted. The price of our common shares may be volatile. The trading price of our common shares may fluctuate substantially and may be higher or lower than the price holders of our common shares pay, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause holders of our common shares to lose part or all of their investment in our common shares. The factors that could cause fluctuations include, but are not limited to, the following: •overall price and volume fluctuations affecting the stock exchanges on which our common shares are listed, including financial market volatility as a result of Russia’s continued large-scale military invasion of Ukraine or the military conflicts between the U.S., Israel and Iran; •financial market volatility and market disruptions, including those arising from actual or perceived instability in financial institutions or segments of the banking sector, such as the bank failures and stress experienced by certain U.S. regional banks in 2023 and similar developments globally; •significant volatility in the market price and trading volume of banking or insurance company securities generally, which are not necessarily related to the operating performance of these companies; •actual or anticipated changes in our earnings, fluctuations in our operating results or the failure to meet the expectations of financial market analysts and investors; 37 •risks relating to the global economy and the economies of the United States, Peru and the other countries in which we operate; •investors’ perceptions of the banking and insurance industries in general and our company in particular; •potential differences between our actual financial condition and results of operations and those expected by investors; •additions or departures of key management personnel; •announcements by us or our competitors of significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments; •increase in interest rates in Peru and the United States; •reputational issues; •the operating and stock performance of comparable companies; •general economic conditions and trends; •catastrophic events; •changes in accounting standards, policies, guidance, interpretation or principles; •regulatory changes; •loss of external funding sources; or •sales of large blocks of our stock or sales by insiders. We may raise additional capital in the future through the issuance of equity securities, which may result in dilution of the interests of our shareholders. We may need to raise additional capital and may opt for obtaining such capital through the public or private placement of common shares or securities convertible into our common shares. Our articles of incorporation do not provide for preemptive rights for our shareholders in the event of a public or private equity raise, or financing through the issuance of securities convertible into our common shares, such additional funds may dilute the percentage interests of investors in our common shares. The significant share ownership of our controlling shareholder may conflict with the interests of the holders of our common shares and may have an adverse effect on the future market price of our shares. As of December 31, 2025, our controlling shareholder (Intercorp Peru) owned, directly and indirectly, 74.38% of our outstanding capital stock (including treasury stock). Any disposition by Intercorp Peru of any of our common shares that it beneficially owns or the perception by the market that such actions may occur, would negatively affect the trading price of our common shares. In addition, Intercorp Peru has and will continue to have the ability to elect a majority of the members of our board of directors and thus determine our business strategies, as well as determine the outcome of actions that require shareholder approval, including the approval of mergers and other extraordinary transactions and the payment of dividends. The controlling shareholder of Intercorp Peru may have interests that differ from those of the holders of our common shares and may take actions that may have an adverse effect to their interests. The concentration of ownership may also delay, prevent or deter a change in control of our company; hence, could deprive our shareholders of an opportunity to receive a premium for their common shares as part of a sale of our company and might ultimately affect the market price of our common shares. In addition, we and our subsidiaries engage in numerous related party transactions with companies controlled by Intercorp Peru as well as other affiliated companies. Peruvian, Panamanian and Bahamian laws regulate the amount of credit exposure our subsidiaries are permitted to enter into in our related parties’ transactions; notwithstanding, conflicts of interest may arise in the future. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions.” 38 Holders of our common shares may have fewer and less well-defined rights than shareholders of a company organized in other jurisdictions, such as the United States. We are a sociedad anónima (corporation) organized under the laws of Panama. Our corporate affairs are governed by our organizational documents and the laws of Panama. Under such documents and laws, our shareholders, and therefore holders of our common shares, may have fewer or less well-defined rights than they might have as shareholders of a corporation incorporated in other jurisdictions, such as in the United States. Holders of our common shares may have difficulty enforcing judgments against us, our officers and directors. We are a corporation organized under the laws of Panama, and the majority of our subsidiaries’ operations are in Peru. Substantially all of our directors, officers and certain of the experts named herein reside outside the United States, and all or substantial portions of our assets are located outside the United States. As a result, it may not be possible for holders of our securities to effect service of process within the United States upon such persons or upon us, including with respect to matters arising under the federal securities laws of the United States, or to enforce against such persons or against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or other laws of the United States or any State thereof. We have been advised by our Peruvian counsel that any final and conclusive judgment for a fixed and final sum obtained against us in any foreign court having jurisdiction in respect of any suit, action or proceeding against us for the enforcement of any obligations assumed under our outstanding securities or this Annual Report on Form 20-F would, upon request, will be deemed valid and enforceable in Peru through an exequatur judiciary proceeding (which does not involve the reopening of the case), provided that (a) there is a treaty in effect between the country where said foreign court sits and Peru regarding the recognition and enforcement of foreign judgments or, (b) in the absence of such a treaty, the original judgment is recognized by Peruvian Courts (Cortes de la República del Perú) under such exequatur proceeding, subject to the provisions of the Peruvian Civil Code and the Peruvian Civil Procedure Code, provided further, that the following conditions and requirements are met: (i) the foreign judgment does not resolve matters under the exclusive jurisdiction of Peruvian Courts, (ii) such foreign court had jurisdiction under its own conflicts of law rules and under general principles of international law on jurisdiction, (iii) the defendant was adequately served and was guaranteed due process under the laws of the jurisdiction of the issuing court, (iv) the foreign judgment has the status of res judicata in the jurisdiction of the court rendering such judgment, (v) there is no pending litigation in Peru between the same parties for the same dispute, which shall have been initiated before the commencement of the proceeding that concluded with such foreign judgment, (vi) the foreign judgment is not incompatible with another judgment that fulfills the requirements of recognition and enforceability established by Peruvian law unless such foreign judgment was rendered first, (vii) the foreign judgment is not contrary to public order (orden público) or good morals (buenas costumbres), (viii) it has not been proven that such foreign court denies enforcement of Peruvian judgments or engages in a review of the merits thereof, (ix) the judgment has been (a) duly apostilled by the competent authority of the jurisdiction of the issuing court, in case of jurisdictions that are parties to the Hague Apostille Convention and has not opposed Peru’s accession thereto, or (b) certified by Peruvian consular authorities, in case of jurisdictions that are not parties to the Hague Apostille Convention, or then being a signatory country, opposed Peru’s accession thereto and is accompanied by a certified and officially translated copy of such judgment into Spanish, and (x) the applicable court taxes and filing fees have been paid. We have been advised by our Panamanian counsel that there is uncertainty as to the enforceability in original actions in Panamanian courts of liabilities predicated solely on the U.S. federal securities laws and as to the enforceability in Panamanian courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the federal securities laws of the United States. There is no existing treaty between the United States and Panama for the reciprocal enforcement of foreign judgments of courts outside Panama, including without limitation, judgments of U.S. courts. Panamanian courts, however, have enforced judgments rendered in the United States based on legal principles of reciprocity and comity. We have been advised by our Panamanian counsel that judgments rendered by foreign courts may only be recognized and enforced by the courts of Panama in the event that the Supreme Court of Panama validates such judgment by the issuance of a writ of exequatur. Subject to a writ of exequatur, any final judgment rendered by any U.S. court will be recognized, conclusive and enforceable in the courts of Panama without reconsideration of the merits, provided that: (i) such foreign court grants reciprocity to the enforcement of judgments of the courts of Panama; (ii) the party against which the judgment was rendered was personally served (service by mail not being sufficient) in such action within such foreign jurisdiction; (iii) the judgment arises out of a personal action against the defendant; (iv) the obligation in respect of which the judgment was rendered is lawful in Panama and does not contradict the public policy of Panama; (v) the judgment is properly authenticated by diplomatic or consular officers of Panama or pursuant to the 1961 Hague Convention on the Legalization of Documents; and (vi) a copy of the final judgment is translated into Spanish by a licensed translator in Panama. We have no reason to believe that any of our obligations relating to the shares would be contrary to Panamanian law. The laws of Peru and Panama may not be as favorable to the interests of holders of our common shares as the laws of jurisdictions with which they are familiar. The application of these laws, or any conflict among them, could call into question what and how the laws of each jurisdiction should apply. 39 In addition, our articles of incorporation contain a general indemnification provision for our officers and directors for any loss, change or payment arising out of any claim or right of action, both individually and on our behalf, against any of them. Directors and officers and their successors and their property will be compensated for and kept safe, during the time devoted to the Company in relation to any of the affairs thereof, from any action, costs, charges, losses, damages and expenses which any of them may incur or sustain by reason of any act or omission done in the performance of their duties, and none of them will be liable for the acts, neglect or omissions of others, even if his signature or action has been provided as internal or external requirement. The indemnity provision does not cover any damage or loss resulting from malice or inexcusable negligence on the part of any of our officers or directors. Judgments of Peruvian courts with respect to our common shares will be payable only in soles. If proceedings are brought in the courts of Peru seeking to enforce our obligations in respect of our common shares, we will not be required to discharge our obligations in a currency other than soles. Under Peruvian exchange control limitations, an obligation in Peru to pay amounts denominated in a currency other than soles may be satisfied in Peruvian currency only at the exchange rate, as determined by the Central Reserve Bank of Peru, in effect on the date the judgment is obtained, and such amounts are then adjusted to reflect exchange rate variations through the effective payment date. The then prevailing exchange rate may not afford non-Peruvian investors with full compensation for any claim arising out of or related to our obligations under our common shares. We are subject to different corporate disclosure and accounting standards than those holders of our common shares may be familiar with in the United States. As a corporation organized under the laws of Panama, our corporate affairs are governed by the laws of Panama. In addition, as our common shares are listed on the Lima Stock Exchange and the majority of our subsidiaries’ operations are in Peru, we follow Panamanian and most Peruvian practices concerning corporate governance and intend to continue to do so. Financial reporting and securities disclosure requirements in Panama and Peru differ in certain significant respects from those required in the United States. There are also material differences among IFRS Accounting Standards, SBS GAAP and U.S. GAAP. Accordingly, the information about us available to holders of our common shares will not be the same as the information available to holders of shares issued by a U.S. company. In addition, the Peruvian Securities Market Law, which governs open or publicly listed companies, such as us, imposes disclosure requirements that are more limited than those in the U.S. in certain important respects. Although Peruvian law imposes restrictions on insider trading and price manipulation, applicable Peruvian laws are different from those in the United States, and the Peruvian securities markets are not as highly regulated and supervised as the U.S. securities markets. We could be considered a PFIC for U.S. federal income tax purposes, which could result in adverse U.S. tax consequences for U.S. investors. Based on our current expectations regarding the value and nature of our assets, the sources and nature of our income, relevant market and shareholder data and our current business plans, we believe that we will not be treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes with respect to our 2025 and current taxable years, and we do not anticipate becoming a PFIC in the future. Characterization as a PFIC could result in adverse U.S. tax consequences to holders of our common shares if they are U.S. investors. Certain elections may be available to mitigate the consequences if we are treated as a PFIC for U.S. federal income tax purposes. See “Item 10. Additional Information—Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Companies” included elsewhere in this Annual Report on Form 20-F. One or more of our subsidiaries could be classified as a PFIC for U.S. federal income tax purposes. As discussed in more detail in “Taxation—United States Federal Income Tax Considerations,” U.S. investors may face unique U.S. tax issues from indirectly owning interests in a PFIC that may result in adverse U.S. tax consequences to them. See “Item 10. Additional Information—Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Companies” included elsewhere in this Annual Report on Form 20-F. If we are unable to maintain effective internal control over financial reporting in the future, our results of operations and the price of our common shares could be adversely affected. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We can provide no assurance that from 40 time to time we will not identify concerns that could require remediation. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations in the future. If we are unable to conclude that we have effective internal control over financial reporting, or if our independent registered public accounting firm is unable to provide us with an unqualified opinion regarding the effectiveness of our internal control over financial reporting in subsequent years as required by Section 404, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common shares. Failure to comply with Section 404 could also potentially subject us to sanctions or investigations by the SEC, the NYSE or other regulatory authorities. The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members or executive officers. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements, such as those to comply with the Sarbanes-Oxley Act of 2002, as amended, and related rules implemented by the SEC. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing and we expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time consuming and costly. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers and may divert management’s attention. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common shares, fines, sanctions and other regulatory action and potentially civil litigation which may adversely affect us. Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors. We are a “foreign private issuer” within the meaning of the NYSE corporate governance standards. Under NYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Panamanian and most Peruvian practices concerning corporate governance and intend to continue to do so. Accordingly, holders of our common shares do not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements. For example, the NYSE listing standards provide that the board of directors of a U.S. listed company must have a majority of independent directors at the time the company ceases to be a “controlled company." The listing standards for the NYSE also require that U.S. listed companies, at the time they cease to be “controlled companies,” have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under both Panamanian and Peruvian law, companies may, but are not required to, form special governance committees, which may be composed partially or entirely of non-independent directors. In addition, NYSE rules require the independent non-executive directors of U.S. listed companies to meet on a regular basis without management being present. There is no similar requirement under Peruvian and Panamanian law. The NYSE’s listing standards also require U.S. listed companies to adopt and disclose corporate governance guidelines. In December 2013, the SMV published the new Code of Good Governance for Peruvian Companies. Although we have implemented most of these measures, those principles are not mandatory and therefore we are not legally required to comply with the corporate governance guidelines but are required to disclose whether or not we are in compliance. We are fully compliant with Panamanian corporate law and are part of the Index of Good Corporate Governance (Índice de Buen Gobierno Corporativo) maintained by the Lima Stock Exchange. In addition, in June 2025, the SEC issued a concept release soliciting public comment on potential changes to the definition of “foreign private issuer” under U.S. securities laws. If the SEC were to adopt changes to the “foreign private issuer” definition, we could potentially lose our status as a foreign private issuer. If we were to lose our foreign private issuer status, we would be required to comply with all of the disclosure and procedural requirements applicable to U.S. domestic issuers, including the preparation of financial statements in accordance with U.S. GAAP, more frequent periodic reporting and compliance with Regulation FD, among others. Such compliance would increase our legal, accounting and other expenses and would require our management to devote substantial time and resources to comply with these additional regulatory requirements. 41 Under current Section 16 of the Exchange Act, executive officers and directors of U.S. public companies, as well as beneficial owners of more than 10% of a public company’s equity securities (collectively, “insiders”), are required to publicly report transactions in company securities within two business days. We, as an FPI, are not currently covered by such requirements. However, the recently enacted “Holding Foreign Insiders Accountable Act” extends Section 16 reporting requirements to directors and officers of FPIs. As a result, our executive officers and directors have been required to report transactions in respect of our equity securities since March 18, 2026. Compliance with these or additional disclosure requirements may result in increased expenses and require the Company’s management to devote time and resources to comply with such regulatory requirements. If we or our directors and officers fail to comply with any applicable disclosure requirements, we may be subject to penalties, and our reputation may be harmed, which in turn may have a negative impact on our business, reputation and the market price of our common shares. If securities or industry analysts do not actively follow our business, or if they publish unfavorable research about our business, the price and trading volume of our common shares could decline. The trading market for our common shares depends, in part, on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who covers us downgrades our common shares or publishes unfavorable research about our business, the price of our common shares would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our common shares could decrease, which could cause the price and trading volume of our common shares to decline. Future offerings of debt or preferred securities may limit our operating and financial flexibility and may materially adversely affect the market price of, and dilute the value of, the common shares. If we decide to issue debt or preferred securities in the future or otherwise incur indebtedness, it is possible that these debt or preferred securities or indebtedness will be governed by an indenture or credit agreement or other instrument containing covenants restricting our operating flexibility and limiting our ability to make distributions to holders of the common shares. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges, including with respect to distributions, more favorable than those of the common shares and may result in dilution to holders of the common shares. Because our decision to issue securities in any future offering or otherwise incur indebtedness will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings or financings, any of which could materially reduce the market price of the common shares and dilute the value of the common shares. Peruvian corporations, including our subsidiaries, may be jointly and severally liable for any unpaid Peruvian capital gains tax related to the transfer of the common shares. Peruvian corporations, including our subsidiaries, may be jointly and severally liable for any unpaid Peruvian capital gains tax related to the transfer of shares issued by their foreign holding company. In accordance with Peruvian income tax laws and regulations, in the case of the direct or indirect transfer by a non-Peruvian resident of shares issued by a Peruvian corporation, the Peruvian corporation whose shares were directly or indirectly transacted will be jointly liable with the non-Peruvian transferor for any unpaid capital gain tax obligations (plus accrued interest and penalties) arising from such sale/purchase, if during any of the 12 months preceding the transaction, inter alia, (i) the non-Peruvian transferor held an indirect or direct interest of more than 10% in the equity of the Peruvian corporation that issued the shares being directly or indirectly transferred, (ii) the non-Peruvian transferor and the Peruvian corporation that issued the shares being transferred consolidate financial statements, (iii) the non-Peruvian transferor and Peruvian corporation have had common directors / managers / or administrators that have power of decision in the financial, operational or commercial agreements, or (iv) the non-Peruvian transferor has dominant influence on the decisions of the administrative bodies of the Peruvian corporation, or vice versa. If such a transfer were to occur and the resulting Peruvian capital gains tax were not paid by the transferor, it could have a material adverse effect on our business, financial condition or results of operations.