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The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the notes thereto as well as the information presented under “Item 3. Key Information—A. Selected Financial Data.” The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in “Item 3. Key Information—D. Risk Factors.”
A. Operating results
Overview
As of December 31, 2025 we served more than 4.8 million active payments clients in Brazil mostly bricks-and-mortar but also digital merchants of all sizes and types, although our focus is primarily on targeting the approximately 15.1 million micro, small and medium-sized businesses, or MSMBs, in Brazil. We believe these merchants have been historically underserved and overcharged by traditional banks and legacy providers that use less effective distribution networks through bank branches, and outsourced customer service and logistics support vendors. Our offering currently covers payments, banking and credit and we have reached more than 3.6 million banking active clients —the majority of whom are also payment clients — and a credit portfolio of more than R$2.8 billion as of December 31, 2025.
The following is a summary of our key operational and financial highlights for continuing operations, unless otherwise noted:
•We generated R$14,153.8 million of total revenue and income in the year ended December 31, 2025, compared with R$12,049.6 million of total revenue and income in the year ended December 31, 2024, representing annual growth of 17.5% and compared with R$10,761.1 million of total revenue and income in the year ended December 31, 2023, representing annual growth of 12.0%.
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•We had a net income of continuing operations of R$2,377.1 million and adjusted net income of R$2,477.2 million in the year ended December 31, 2025, compared with net income of R$2,020.6 million and adjusted net income of R$2,108.2 million in the year ended December 31, 2024 and compared with net income of R$1,554.6 million and adjusted net income of R$1,437.2 million in the year ended December 31, 2023. See “Item 3. Key Information—Selected Financial Data” for a reconciliation of adjusted net income (loss) to our profit (loss) for the year.
•We processed TPV of R$560.9 billion, compared with R$516.2 billion in 2024, representing an annual growth of 8.7%, compared with R$438.3 billion in 2023, representing an annual growth of 17.8%.
•In banking, we have reached more than R$11.1 billion in deposits compared with R$8.7 billion in 2024, with an annual growth of 27.4% compared with R$6.1 billion in 2023 with a growth of 42.2%.
•In credit, our total credit portfolio reached R$2,836.3 million as of December 31, 2025, compared with R$1,207.6 million in 2024, representing an annual growth of 134.9%, compared with R$312.8 million in 2023, representing an annual growth of 286.1%.
Business Segment Information
In the second quarter of 2025, we entered into two separate agreements to sell our Software Businesses and Simplesvet. In connection with these transactions, the businesses were classified as held for sale and as discontinued operations, and their operations have been excluded from continuing operations and segment reporting for all periods presented in this annual report.
Prior to the third quarter of 2025, the Company reported its results under financial and software business segments as well as certain non-allocated activities comprised of non-strategic businesses, including results on its disposal/sale. Following the strategic decision to divest the Software Businesses, these operations were classified as discontinued operations and assets held for sale and thus we revised our internal reporting structure and the performance measures reviewed by our Chief Operating Decision Maker (“CODM”), which comprises our Chief Executive Officer ("CEO”) and Board of Directors, to align with our continuing operations. We therefore manage and report the business as a single operating segment.
The segment information for the years ended December 31, 2024 and 2023 has been retrospectively recast to reflect these changes and to enhance comparability. For further information, see “Presentation of Financial and Other Information—Selected financial data.”
Significant Factors Affecting our Results of Operations
Our Business
Our ability to attract, retain, and expand client engagement through a multi-product ecosystem
At the core of our strategy is a customer-centric culture focused on developing strong, long-term relationships through a superior customer service and continuous innovation to build a comprehensive product suite. By deeply understanding our clients’ needs, we can provide tailored solutions that enhance their experience and create lasting value. We believe this approach is fundamental to our ability to not only attract new merchants but also to drive deeper engagement and higher customer satisfaction and retention within our ecosystem.
Client Attraction and Retention: To effectively expand our active client base, we leverage a multi-channel distribution strategy that balances growth and profitability by selecting the most appropriate go-to-market approach for each customer profile. See “Item 4. Information on the Company—B. Business Overview—Business Model—3. Tech-enabled distribution” for additional information. This strategy ensures that our expansion is both strategic and sustainable. Also, our ability to drive activation and engagement within our ecosystem depends on a superior customer service experience and a comprehensive product suite.
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As a result of our local distribution, focus on customer support and broad suite of integrated solutions, we seek to increase cash in from our clients mainly from transaction volumes across our solutions from both new and existing clients, which in turn may contribute to higher banking deposits. These factors are important drivers of revenue growth, as our payments and banking bundle serves as the primary entry point to our financial services ecosystem, and a substantial portion of our revenues is derived from fees earned as a percentage of our clients’ TPV.
For the year ended December 31, 2021, our TPV was R$275.4 billion, growing to R$560.9 billion for the year ended December 31, 2025, with a CAGR of 19.5%, with banking deposits increasing with a CAGR of 49.8% from R$2.2 billion to R$11.1 billion in the same period. At the same time, our number of active payments clients expanded from approximately 1.8 million Payments Active Clients as of December 31, 2021 to more than 4.8 million Payments Active Clients as of December 31, 2025, with a CAGR of 28.4%, as shown in the graphs below:
Engagement and Monetization: Since 2021, our strategy has revolved around bundling financial solutions to maximize value for our clients while driving engagement and revenue growth. Banking and acquiring bundles are our primary entry point, allowing our clients to seamlessly integrate financial services into their daily operations, while also establishing a strong foundation for deeper product adoption. For example, our banking account provides merchants with a series of money-in and money-out functionalities, including wire transfers, Boletos, Pix, receiving funds from their sales, saving money, among others, as well as having a credit and debit card.
Evidence from our success in this strategy is the steady growth of heavy users - clients who use three or more of our financial solutions – which reached 41% of our client base by December 31, 2025, a 4-percentage point increase from the previous year. Heavy users are particularly valuable, as their deeper engagement with our ecosystem translates into higher revenue generation and stronger client retention.
To further enhance engagement, we are continuously expanding our ecosystem with new product launches. A notable recent example includes our recently introduced payroll solution to help merchants better manage and pay their employees’ salaries and overtime. By continuously innovating and expanding our offerings, we strengthen client relationships, unlock new monetization opportunities, and solidify our position as the one-stop financial partner for MSMBs.
Rapid growth of our credit business and associated credit loss provisioning
The expansion of our revamped credit product is a key pillar of our strategy to enhance our value proposition for MSMBs, complementing our existing banking and acquiring bundles. By seamlessly integrating credit with our broader suite of financial services, we empower businesses with the liquidity they need to grow while increasing client engagement within our platform.
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Besides offering prepayment solutions to our merchants, we can also provide working capital credit solutions to our clients needing further funding to expand their businesses. We leverage our client data to offer this solution in a proactive and cost-effective way. Once onboarded, our clients can access credit through multiple channels in a simple and transparent way. Our credit offering enables our clients to pay back their loans effortlessly through the automatic retention of a percentage of their sales to pay for their monthly installment. Between July 2021 and February 2023, we temporarily stopped the credit issuance for new clients. We have since evolved our credit solution, focusing on building a fully automated process for credit underwriting, as we strive to make our decision models more sophisticated through the enrichment of data, strengthening our team and enhancing our risk policies, among other improvements. We relaunched our working capital credit solution in March 2023.
Our credit portfolio is accounted for in accordance with IFRS 9, which requires the recognition of expected credit loss provisions at the time of loan origination or credit limit expansion. This front loaded accounting treatment creates a timing difference, as we record the full expected loss provision at inception, while the related interest income is recognized over the life of the loan. Accordingly, as we continue to expand our credit portfolio and accelerate client acquisition, this dynamic may temporarily pressure gross profit and margins, reflecting the upfront provisioning expense, while the associated interest income is earned over time. As our lending base grows and matures, we continuously refine our underwriting models, risk assessment processes, and collection strategies to maintain a balanced approach between growth and financial resilience. We have also expanded our portfolio to include credit cards and revolving loans, further diversifying our credit offerings. Refer to “Item 4. Information on the Company—B. Business Overview—Business Model—Our Solutions” for more details.
As of December 31, 2025, our credit portfolio totaled R$2,836.3 million, composed of R$2,540.7 million of merchant portfolio (working capital and revolving credit) and R$295.6 million from credit cards, compared with R$1,207.6 million as of December 31, 2024, composed of R$1,093.5 million of merchant portfolio and R$114.2 million from credit cards. Our non-performing loans, or "NPL", 15-90 days were 4.43% and NPL over 90 days were 5.21%, compared to 2.47% and 3.61%, respectively, as of December 31, 2024. The coverage ratio over NPL 90 days totaled 264%, compared to 331% as of December 31, 2024.
Financing of our working capital solutions to our merchants
We offer different working capital tools, including, prepayment of receivables and credit solutions, supporting merchants’ liquidity needs. Through prepayment, merchants can advance their future expected receivables from credit or debit cards paying a discount rate based on a percentage of the total volume prepaid. The discount rate depends on factors such as merchant size, the maturity of receivables to be prepaid, and local market dynamics. An overall increase in TPV generally increases financial income given an overall increase in the volume of prepayments. Higher levels of installment transactions usually lead to higher demand for our prepayment. On the other hand, a smaller share of credit transactions leads to a decrease in the ratio of financial income from prepayments relative to total revenue and income, since debit card transactions are only eligible for same-day prepayment.
Due to the prepayment and credit solutions offering, optimizing funding costs is a key driver of our healthy margins. Through the date of this annual report, we have funded prepayment and credit to our Active Client base by (i) selling receivable rights owed to us by Card Issuers to banks we hold a commercial relationship with, or to special purpose investment funds, FIDCs that exclusively buy these receivables, (ii) using proceeds from general third-party borrowings, (iii) third-party deposits both from our clients and brokerage platforms, and (iv) using our own capital. For further information on our FIDCs, see “—Description of Principal Line Items—Financial Expenses, Net”. Our funding costs are primarily affected by our capital structure, interest rates, availability of third-party financing on attractive terms, and our ability to continue to attract investment into our FIDCs on appealing terms.
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Economies of scale resulting from our Technology Platform
Our technology platform allows us to expand efficiently, by growing our volumes and increasing the number of clients while reducing marginal operational costs.
The integrated nature of our platform also allows us to operate cost-effectively, reducing the need for operational personnel with a high level of automation. For instance, in 2025, we further optimized our customer support capabilities through the integration of Artificial Intelligence via our proprietary tool, 'Lucy.' See “Item 4. Information on the Company—B. Business Overview— 4. Superior Client Service” for more information. This implementation has not only led to efficiency gains in customer service but has also streamlined resolution times for complex inquiries and significantly enhanced customer sentiment, with Customer Satisfaction Score (CSAT) from our chatbot improving from 90% as of December 31, 2024, to 92% as of December 31, 2025. Also, our Green Angels team of operations and support personnel allows us to improve POS deployment costs as we further penetrate and grow our Active Client base within our Stone Hubs. For further information refer to “Item 4. Information on the Company—B. Business Overview—2. Comprehensive Merchant Platform”.
Interchange and assessment fees
Our revenue from processing services is mainly composed of the Net Merchant Discount Rate, or Net MDR, which is a commission withheld by us from the transaction value paid to the merchant. Our net revenue from MDR is defined as the total MDR charged to our merchants, net of interchange fees retained by Card Issuers, assessment fees charged by payment scheme settlors and sales taxes. Interchange fees are set by the payment schemes according to certain variables, including the type of card product (e.g. credit vs. debit), merchant segment, type of card (e.g., standard, gold, premium, business, others), transaction type (e.g. online vs. POS terminal), and the origin of the card (international vs. domestic). Assessment fees are charged per transaction by the payment scheme settlors, such as Visa and Mastercard, to cover the cost of providing access to their payment network.
We are unable to predict if or when payment schemes will increase or decrease their fees or the extent of such variations. Our standard contract with our clients allows us to re-adjust our rates and tariffs with prior notice to merchants to offset potential increases in interchange fees.
On March 22, 2018, the Central Bank enacted Circular No. 3,887, which issued a cap to interchange fees on debit transactions to 0.8% and maximum average interchange fee of 0.5% on total transaction volume. On September 26, 2022, the Central Bank enacted Resolution No. 246, which extended the regulation issued in 2018, in order to subject the interchange fees applicable to transactions based on both debit and pre-paid instruments, whether e-commerce or present transactions, to a cap. According to the Central Bank Resolution No. 246, effective on April 1, 2023, interchange on debit card transactions is subject to a 0.5% cap, and pre-paid cards, to a 0.7% cap.
Additionally, aiming to reduce asymmetries between debit and pre-paid instruments, the mentioned ruling stated that the payment scheme settlors must establish the same maximum liquidation deadline by Acquirers to the merchants on both schemes. Such change has also become effective on April 1, 2023.
For further information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—If we cannot pass increases in fees from payment schemes, including assessment, interchange, transaction and other fees, or increases in fees due to macroeconomic factors such as interest rate increases along to our merchants, our operating margins will decline” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—Certain ongoing legislative and regulatory initiatives under discussion by the Brazilian Congress, the Central Bank and the broader payments industry may result in changes in the regulatory framework of the Brazilian payments and financial industries and may have an adverse effect on us”.
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Timing differential between future revenues generated and investments
Whenever we decide to make strategic investments for growth in our operations, which may include investments in our distribution capabilities, marketing, technology, new financial services and software solutions, among others, we may see temporary impacts in our financial results. These front-loaded investments can lead to lower margins, which typically precede higher growth rates in our operation. For instance, as our credit product is recognized according to IFRS 9, credit provisions are made upfront as soon as the loan is disbursed, while revenues are recognized on an accrual basis according to the term of the loan. As a consequence, periods of accelerated customer acquisition typically lead to higher upfront provisions, which pressure gross profit and gross margin in those periods, even though the associated revenue will be earned over time.
Complement Solutions Offerings through Acquisition and Investment Activity
We have an established track record of investing, acquiring and integrating complementary technology solutions and businesses. Since January 1, 2016, we have made several acquisitions and minority investments, primarily in businesses or technologies that strengthen our solutions offerings.
The financial impact of acquisitions may affect the comparability of our results from period to period. In addition to the revenues and expenses associated with such acquisitions only being included in our financial results for any period upon the closing of the acquisition, we will incur transaction and other expenses associated with acquisitions, including amortization of intangibles relating to those acquisitions, which can negatively impact our profit (loss). Amortization of intangibles related to acquisitions can vary substantially from company to company and from period to period depending upon the applicable financing and accounting methods, the fair value and average expected life of the acquired intangible assets, the capital structure and the method by which the intangible assets were acquired.
In connection with the acquisitions we made over our history, we recorded amortization expense for both continuing and discontinued operations for the years ended December 31, 2025, 2024 and 2023 of R$ 106.4 million, R$ 122.8 million and R$ 92.4 million, respectively, related to the fair value adjustment on intangible assets, primarily software, property and equipment, customer relationship, trademarks and patents and exclusivity rights, in accordance with the acquisition method.
In addition, any goodwill impairment related to acquired assets may also affect the comparability of results between periods. For the year ended December 31, 2024 we recorded a goodwill impairment on the Linx asset of R$3.6 billion. This was followed by an additional goodwill impairment of R$158.0 million for the year ended December 31, 2025. These charges were recognized within the results of discontinued operations and did not impact our income from continuing operations. No impairment charges were recognized during the fiscal year ended December 31, 2023.
Macroeconomic environment
The vast majority of our operations are located in Brazil. As a result, our revenues and profitability are subject to political and economic developments and the effect that these factors have on the availability of credit, disposable income, employment rates and average wages in Brazil. Our results of operations are affected by levels of consumer spending, interest rates and the expansion or retraction of consumer credit in Brazil, each of which impacts the number and overall value of payment transactions, banking and lending activities. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Brazil—Economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Brazil—Developments and the perception of risks in other countries, including other emerging markets, the United States and Europe, may harm the Brazilian economy and the price of securities issued by companies operating in Brazil, including the price of our Class A common shares”.
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Brazil is the largest economy in Latin America, as measured by gross domestic product, or GDP. The following table shows data for real GDP, inflation and interest rates in Brazil and the U.S. dollar/real exchange rate at the dates and for the periods indicated.
For the Year Ended December 31,
2025 2024 2023
Real growth in gross domestic product 2.3 % 3.4 % 2.9 %
(Deflation) Inflation (IGP-M)(a) (1.1 %) 6.5 % (3.2 %)
Inflation (IPCA)(b) 4.3 % 4.8 % 4.6 %
Long-term interest rates—TJLP (average)(c) 8.7 % 6.9 % 7.1 %
CDI rate (average) 14.3 % 10.8 % 13.2 %
Period-end exchange rate—reais per US$1.00 5.5 6.2 4.8
Average exchange rate—reais per US$1.00(d) 5.6 5.4 5.0
Appreciation (depreciation) of the real vs. US$ in the period(e) 12.5 % (21.8 %) 7.8 %
Unemployment rate(f) 5.1 % 6.6 % 7.8 %
Source: FGV, IBGE, Central Bank and B3.
(a) (Deflation) Inflation (IGP-M) is the general market price index measured by FGV.
(b) Inflation (IPCA) is a broad consumer price index measured by IBGE.
(c) TJLP is the Brazilian long-term interest rate (average of monthly rates for the period).
(d) Average of the exchange rate on each business day of the year.
(e) Comparing the US$ closing selling exchange rate as reported by the Central Bank at the end of the period’s last day with the day immediately prior to the first day of the period discussed.
(f) Average unemployment rate for the year as measured by IBGE.
Interest rate
Interest rates have an effect on our ability to generate revenue and directly affect our cost of funds. Higher interest rates can increase household indebtedness, which may hinder our customers’ ability to repay our credit products, and can reduce private consumption, negatively impacting our TPV, while also increasing our funding costs, as most of our third-party funding is linked to the Brazilian’s interest base rate. Usually, when there is an increase in interest rates, and thus, in funding costs, there is a time lag before we are able to pass on price increases to clients, which temporarily pressures our margins. On the other hand, when interest rates go down, we immediately benefit from higher spreads, improving our margins. In the past years we have significantly evolved our pricing policy and internal processes to be able to reprice clients when needed in a faster and seamless way. We will continue to optimize our pricing strategy, guaranteeing we are within the return hurdles established for each client.
Inflation
Inflation has an effect on our obligations towards certain suppliers, such as office leasing and telecommunications providers, whose costs are indexed to inflation rates. However, most of our revenues are naturally hedged against inflation, since if our merchants raise their prices due to inflation, this will positively impact our TPV and, consequently, our revenues. When merchants adjust their prices for inflation, the purchasing power of consumers may be reduced, which may adversely affect our revenue if it results in a reduction in the number and volume of transactions. Subscription fee from software revenues is periodically updated by an inflation index.
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Currency fluctuations
The results of our operations are primarily denominated in reais (R$). However, our results may be subject to currency fluctuations as we hold cash, debts, accounts payable and receivables denominated in foreign currency (primarily U.S. dollars). For example, we process transactions originated from our Active Client base in Brazil with credit cards issued by foreign banks that are settled in a foreign currency. In addition, we purchase items that have their prices partially indexed to U.S. dollars, such as POS devices, other equipment and our data centers. To partially offset our exchange rate risk, we may use derivative contracts. For the year ended December 31, 2025, 2024 and 2023, we had a net foreign currency gain (loss) for continuing operations of -R$13.1 million, R$19.4 million, R$15.2 million, respectively.
Impact of pandemics, widespread health epidemic or other outbreaks
The Brazilian economic outlook may worsen as a result of pandemics, such as novel variants of the COVID-19 pandemic, widespread health epidemics or other outbreaks. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Operations—An occurrence of a natural disaster, widespread health epidemic or other outbreaks could have a material adverse effect on our business, financial condition and results of operations” for information on the impact of the pandemics, widespread health epidemics or other outbreaks on our business.
Acquisitions
Transaction with Reclame Aqui
On February 17, 2022, we acquired 50% of equity interest in Reclame Aqui Holdings Limited (“Reclame Aqui”) for R$230.1 million. Reclame Aqui is an unlisted company based in Cayman Islands, with operations in Brazil, whose main activity is related to a public electronic platform for resolution of conflicts between customers and companies.
We have joined the board of directors of Reclame Aqui with two seats out of four, and have the right to appoint the Chief Financial Officer. We also have a call option to acquire the remaining equity interest on Reclame Aqui to hold 100% of such entity, which can be exercised between January 1, 2027 and July 30, 2027.
The agreement with selling shareholders provides contingent consideration linked to net revenue performance related to 2023 and 2025 fiscal years. The amount of contingent consideration is limited to R$145.5 million.
Description of Principal Line Items
The following is a summary of the principal line items comprising our statement of profit or loss for continuing operations.
Total revenue and income
Our total revenue and income consists of the sum of our net revenue from transaction activities and other services, net revenue from subscription services and equipment rental, financial income and other financial income.
Net revenue from transaction activities and other services
Our net revenue from transaction activities and other services consists of commissions and fees charged for end-to-end processing services we provide, which include the capture, routing, transmission, authorization, processing, and settlement of transactions, carried out using credit, debit and prepaid cards, meal vouchers, payment slips (Boletos), Pix QR Code and other APMs.
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Our net revenue from transaction activities and other services consists mainly of:
•Net MDR on cards and Pix QR Code transactions, which is a commission withheld by us that is discounted from transactions values paid to the merchant, and/or other per-transaction commissions for providing gateway services.
•Revenues related to membership fees. Until December 31, 2023 revenue from membership fees was recognized at agreement inception. From January 1, 2024 onwards, we began to recognize revenues from membership fees deferred through the expected lifetime of the client. The new criteria has been adopted and been applied prospectively.
•Transactional services related to our banking operation, including interchange fees from credit and debit cards issued by us and wire transfer fees.
•Software revenues which are non-recurring by nature, such as setup fees.
•Revenues from our registry of receivables (TAG).
We recognize revenue from transaction activities when the purchase transaction is captured. We recognize revenue from other services when the service is rendered. For more information on our revenue recognition policies, see note 17.1 of our audited annual consolidated Financial Statements. License fees paid to payment schemes are included in the cost of services as discussed below. Our Net MDR revenue is recognized net of interchange fees retained by Card Issuers, assessment fees charged by payment schemes and deductions. Such deductions consist primarily of the applicable Brazilian sales taxes and social security contributions: service tax (ISS); contributions to the Brazilian government’s Social Integration Program (PIS); and contributions to the Brazilian government’s social security program (COFINS). We are required to collect each of the above-mentioned taxes and contributions on our transaction activities and other services.
Net revenue from subscription services and equipment rental
We earn monthly recurring revenue from subscription services and equipment rental, which include rentals of electronic capture equipment, monthly fees charged for the use of our software solutions and other solutions or services, such as reconciliation solutions, business automation, software hosting services and support teams, among other services. Revenue generated by electronic capture equipment rental varies according to the value of the equipment, the quantity of equipment rented to a particular merchant and the location of the merchant. Each subscription service fee is charged as a fixed monthly fee and is either billed and deducted from the merchant’s transaction receivables or is billed to the client monthly. We recognize revenue from subscription services as the services are rendered and from equipment rental on a straight-line basis over the lease term. We also recognize revenues on commissions from our insurance solution within our digital banking offering. The amounts deducted from our revenue from subscription services and equipment rentals consist primarily of the applicable Brazilian sales taxes and social security contributions, including ISS, PIS and COFINS. We are required to collect each of the above-mentioned taxes and contributions on our subscription services and equipment rentals when applicable.
Financial income
Financial income is generated mainly by (i) fees charged for the prepayment of our clients’ receivables from credit card transactions, (ii) results from our credit operations which are recognized under the effective interest method, and (iii) yield on liquid securities on which we invest cash from client deposits of our digital banking.
Some merchants allow Cardholders to elect to pay for purchases in multiple installments. We allow our merchants to elect early payment of single or multiple installment receivables, less a prepayment fee.
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The prepayment fee included in financial income is charged, in addition to our payment processing transaction fees, as described above under “—Net revenue from transaction activities and other services.” The prepayment fee is recognized as financial income once the merchant elects for the receivable to be prepaid. If the merchant elects prepayment of a receivable on a weekend or bank holiday, the prepayment fee will be recognized in financial income on a daily basis. The expenses we incur in funding the prepayment of receivables and credit operations are included in financial expenses as discussed below. For more information regarding our working capital solutions, see “Item 4. Information on the Company—B. Business Overview—Our Solutions.”
Other financial income
Our other financial income consists principally of interest income and fair value gains (losses) of cash and cash equivalents and short-term investments.
Cost of services
Our cost of services includes transaction costs, depreciation and amortization (“D&A”), personnel expenses related to technology, logistics, customer service, risk, operations and others, costs to deploy merchant equipment, payment scheme license fees, provisions for credit losses and provisions for acquiring and banking losses, and other costs. For further information on these costs, see note 18 to our Consolidated Financial Statements.
•Transaction costs consist of amounts related to processing, data center and cloud costs, operating software, telecommunications costs related to leased terminals and wire transfer costs and other transactional costs related to our banking operations.
•Depreciation and amortization expenses are allocated to cost of services, administrative and selling expenses. Depreciation and amortization included in our cost of services consists mainly of (i) depreciation of equipment leased to merchants, (ii) the amortization of software that we develop internally for use in our operations, (iii) depreciation of data center used in our processing operations and (iv) amortization of right-of-use assets due to the adoption of IFRS 16.
•Personnel expenses include wages, benefits (such as meal and transportation vouchers and medical insurance), variable compensation, overtime, courses and training, social contribution and payroll taxes, including contributions to the Brazilian Social Security Institute (INSS) and the Brazilian Unemployment Compensation Fund (FGTS). Personnel expenses are divided between cost of services, administrative expenses and selling expenses. Personnel expenses included in cost of services relate to customer relations, certain personnel in our technology and risks team, logistics, and other personnel that support our transaction processing and other services.
•Costs to deploy merchant equipment consist of third-party supplier logistics services and internal and external costs related to delivery and refurbishment of leased equipment to merchants and other supply chain costs.
•Payment scheme license fees under cost of services are fees paid to Visa, Mastercard and other card schemes to enable communications between network participants, access to specific reports, expenses related to projects involving the development of new functions, operational fixed fees, fees related to Chargeback restatements and royalties.
•Provisions for credit losses refer to provisions booked for potential defaults from our credit products, mainly working capital loans, revolving credit and credit cards. Provisions for credit losses are booked according to IFRS 9 rules.
•Provisions for our acquiring and banking businesses include provisions related to potential Chargebacks, default by issuers, potential default from subscription fees and risks associated with fraud. Chargebacks may occur due to a variety of factors, such as a claim by the Cardholder or cases of fraud. If we are unable to collect Chargeback or refund from the merchant’s account, or if the merchant refuses to or is unable to reimburse us for a Chargeback or refund due to closure, bankruptcy, or other circumstances, and, we bear the loss for the amounts paid to the Cardholder.
•The portion of our other expenses that form part of our cost of services includes items such as costs from our registry of receivables (TAG) and losses from Chargebacks, which consist of transactions credited back or refunded to the Cardholder in the event a billing dispute between a Cardholder and merchant is not resolved in favor of the merchant.
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Administrative expenses
Administrative expenses represent the amounts that we spend on back-office activities, quality control, indirect relations with our clients and overhead. These amounts consist of certain personnel expenses, third party services expenses, depreciation and amortization and other expenses.
•The portion of our personnel expenses that form part of our administrative expenses relate to our finance, legal, human resources, administrative, courses, events expenses and other administrative personnel, including new software companies’ team.
•The portion of our third-party services expenses include (i) fees paid for professional services, including legal, tax and accounting services, (ii) consultancy fees and (iii) expenses associated with investor relations, register and transfer agent fees, incremental insurance costs, and accounting and legal services.
•The portion of our depreciation and amortization expenses that forms part of our administrative expenses relates to (i) the depreciation of the equipment, furniture, tools and technology used in our head office, back-office, and other operations, (ii) the amortization of acquired intangibles, (iii) the amortization of software developed internally to support our head office and back-office needs and (iv) depreciation of right-of-use of leased assets.
•The portion of our other expenses that form part of our administrative expenses includes items such as facilities, rent, travel, lodging, insurance, reimbursement of staff expenses and office supplies.
Selling expenses
Selling expenses represent the amounts we spend with commercial teams, marketing, publicity, commissions for third-party commercial partners, depreciation expenses and other expenses.
•The portion of our personnel expenses that form part of selling expenses relates to our commercial team which has direct interactions with potential and existing clients. The main portion of this team are individuals who act in a direct sales model.
•The portion of our commissions for third-party commercial sales partners that form part of our selling expenses relates to amounts paid for sales partners or franchisees that act directly with potential clients in some determined areas. These sales partners are generally evaluated and paid in accordance with the delivery of certain indicators.
•The portion of marketing and advertising expenses included in our selling expenses relates to the production and distribution of our marketing and advertising campaigns on traditional offline media, traditional online advertising, the positioning of our products in internet search platforms and expenses incurred in relation to trade marketing at events.
•The portion of our depreciation expenses included in selling expenses relates to the right-of-use of leased assets.
•The portion of our other expenses that form part of our selling expenses includes items such as facilities from our hubs, software expenses arising from tools used by our commercial teams and travel expenses.
Financial expenses, net
Our financial expenses, net include (i) discounts charged to us for the sale of our receivables from Card Issuers either to commercial banks or capital market structures, (ii) interest expense on our other borrowings, (iii) the net amount of foreign currency gains and losses on cash balances denominated in foreign currencies, (iv) the gain or loss on derivative financial instruments not recognized in other comprehensive income, (v) interest expense on client deposits, and (vi) bank services fees.
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To date, we have funded our working capital solutions primarily by (i) selling receivables owed to us by Card Issuers to banks, (ii) selling receivables owed to us by Card Issuers to FIDCs and special purpose vehicles (“SPVs”), (iii) raising debt, either through capital markets or banking facilities, (iv) with our own capital, (v) through the issuance of debentures and financial bills, and (vi) institutional and retail deposits through our finance company, originated from both own and third-party distribution channels. For further information regarding our financial liabilities, see note 6.8 to our audited Consolidated Financial Statements and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Note on the impact of different funding sources for working capital solutions to our clients on our cash flow statement”.
All of our Institutional Deposits and Marketable Debt Securities and Other Debt Instruments, as of December 31, 2025, 2024 and 2023 were denominated in Brazilian reais, except for: (i) the issuance of our inaugural bonds in June 2021, denominated in US Dollars; (ii) subsequent US Dollar-denominated debt issuances, the proceeds of which were fully swapped into Brazilian reais through cross-currency interest rate swap agreements; and (iii) FIDC ACR I, which was issued in Brazilian reais, but whose contribution was made by a special purpose vehicle denominated in US Dollars — swapped to Brazilian reais. As a result, our net foreign currency exposure on such instruments is hedged, with economic exposure effectively denominated in Brazilian reais.
Mark-to-market on equity securities designated at FVPL
Mark-to-market on equity securities designated at fair value through profit or loss (“FVPL”) relates to mark-to-market gains or losses from our investment in Banco Inter, which was accounted for at fair value through profit and loss. In the first quarter of 2023, we divested our stake in Banco Inter. As a result, from 2Q23 onwards, our profit & loss statement no longer includes mark-to-market gains or losses associated with this investment.
Other operating expenses, net
Other operating expenses, net consist mainly of share-based payments, contingencies, write off and sale of POSs, divestment of assets, donations and miscellaneous income and/or expenses items. For further information around share-based payments, please refer to “Item 6. Directors, Senior Management and Employees—B. Compensation—Long-Term Incentive Plans (LTIP)” and note 20 to our Consolidated Financial Statements.
Gain (loss) on investment in associates
Gain (loss) on investment in associates consists mainly of results from operations from other entities that are not consolidated into our financial statements.
Income tax and social contributions
Current income tax and social contribution tax on net profits
We are domiciled in Cayman and there is no income tax in that jurisdiction. Despite that, some operations abroad can be subject to a withholding income tax at the main rate of 15%.
As of December 31, 2025, the combined rate applied to most entities in Brazil is 34%, comprising the Corporate Income Tax and the Social Contribution on Net Income on the taxable income of each Brazilian legal entity (not on a consolidated basis).
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Our tax assets for the current year are calculated based on the expected recoverable amount, and tax liabilities for the current year are calculated based on the amount payable to the applicable tax authorities. The tax rates and tax laws used to calculate this amount are those enacted or substantially enacted at the reporting date. We periodically evaluate our tax positions with respect to interpreting tax regulations and, when appropriate, establish provisions. Due to the nature of income tax and social contributions in Brazil described above, where income tax and social contributions are payable on a legal entity basis as opposed to on a consolidated basis, tax losses for one subsidiary entity cannot be used to offset income tax owed by other subsidiary entities.
Complementary Law No. 224/2025, enacted on December 26, 2025, provides for an increase in the Social Contribution on Net Income (CSLL) rates applicable to certain financial institutions. Under this law, the CSLL rate applicable to payment institutions (IP) and direct credit companies (SCD) will increase from 9% to 12% for the period from April 1, 2026 to December 31, 2027, and to 15% effective January 1, 2028. For credit, finance, and investment companies (SCFI), the CSLL rate will increase from 15% to 17.5% for the period from April 1, 2026 to December 31, 2027, and to 20% effective January 1, 2028.
Deferred income tax and social contributions tax on net profits
The accounting records of deferred tax assets on income tax losses and/or social contribution loss carryforwards, as well as those arising from temporary differences, are based on technical feasibility studies which consider the expected generation of future taxable income, taking into account the history of profitability for each subsidiary individually. In accordance with the Brazilian tax legislation, and as a general rule, loss carryforwards can be used to offset up to 30% of taxable profits for the year and do not expire.
Our deferred tax income (expenses) are mainly generated by our net tax operating loss (gain) and by expenses with tax credits offset or to be offset.
As a result of the enactment of Complementary Law No. 224/2025, the balances of deferred tax assets and deferred tax liabilities include the effects of the increase in CSLL rates on temporary differences expected to be realized or settled after the effective dates of the new rates. As of December 31, 2025, such effects amounted to R$ 76.9 million, of which R$ 50.9 million was recognized in profit or loss for the period and R$ 26.0 million in other comprehensive income.
See note 9 to our audited annual Consolidated Financial Statements.
Tax Incentives
Similar to other Brazilian companies across multiple industries, we benefit from certain tax and other government-granted incentives associated with technological innovation under Lei do Bem, which enable us to reduce the Corporate Income Tax base. For the effective tax rate reconciliation, see note 9 to our Consolidated Financial Statements.
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Results of Operations for the Years Ended December 31, 2025, 2024 and 2023
The following table sets forth our statement of profit or loss for the years ended December 31, 2025, 2024 and 2023.
For the Year Ended December 31,
2025 2024 Variation (R$) Variation (%) 2023 Variation (R$) Variation (%)
R$ millions, except amounts per share
Statement of profit or loss data:
Net revenue from transaction activities and other services 2,493.1 3,128.9 (635.7) (20.3) % 3,144.4 (15.5) (0.5) %
Net revenue from subscription services and equipment rental 889.3 746.2 143.2 19.2 % 717.4 28.7 4.0 %
Financial income 10,017.3 7,676.2 2,341.1 30.5 % 6,229.3 1,446.9 23.2 %
Other financial income 754.1 498.3 255.8 51.3 % 670.1 (171.8) (25.6) %
Total revenue and income from continuing operations 14,153.8 12,049.6 2,104.2 17.5 % 10,761.1 1,288.5 12.0 %
Cost of services (3,365.4) (2,832.5) (532.9) 18.8 % (2,370.2) (462.3) 19.5 %
Administrative expenses (921.7) (845.5) (76.2) 9.0 % (902.2) 56.7 (6.3) %
Selling expenses (2,147.8) (1,840.0) (307.8) 16.7 % (1,432.9) (407.0) 28.4 %
Financial expenses, net (4,479.3) (3,660.2) (819.1) 22.4 % (3,956.2) 296.1 (7.5) %
Mark-to-market on equity securities designated at FVPL — — — n.a. 30.6 (30.6) (100.0) %
Other income (expenses), net (447.5) (386.2) (61.3) 15.9 % (217.1) (169.1) 77.9 %
Loss on investment in associates (2.5) 0.4 (2.9) n.m. (3.7) 4.1 n.m.
Profit (loss) before income taxes from continuing operations 2,789.8 2,485.6 304.2 12.2 % 1,909.6 576.0 30.2 %
Income tax and social contribution (412.8) (464.9) 52.1 (11.2) % (355.0) (109.9) 31.0 %
Net income (loss) for the year 2,377.1 2,020.6 356.5 17.6 % 1,554.6 466.0 30.0 %
Controlling shareholders from continuing operations 2,360.7 2,016.4 344.3 17.1 % 1,549.3 467.2 30.1 %
Non-controlling interests from continuing operations 16.4 4.2 12.2 290.5 % 5.3 (1.0) (20.8) %
2,377.1 2,020.6 356.5 17.6 % 1,554.6 466.2 30.0 %
Controlling shareholders from discontinued operations (41.0) (3,531.6) 3,490.6 (98.8) % 42.8 (3,574.4) n.m.
Non-controlling interests from discontinued operations 3.1 3.9 (0.8) (20.5) % 3.0 0.9 30.0 %
(37.9) (3,527.7) 3,489.8 (99) % 45.8 (3,573.5) n.m.
Earnings per share of continuing operations
Basic profit per share for the year attributable to controlling shareholders (R$) 8.85 6.68 2.17 32.5 % 4.96 1.72 34.7 %
Diluted profit per share for the year attributable to controlling shareholders (R$) 8.63 6.54 2.09 32.0 % 4.61 1.93 41.9 %
Earnings per share of discontinued operations
Basic earnings (loss) per share for the year attributable tocontrolling shareholders (in Brazilian reais) (0.15) (11.70) 11.55 (98.7) % 0.13 (11.83) n.m.
Diluted earnings (loss) per share for the year attributable tocontrolling shareholders (in Brazilian reais) (0.15) (11.45) 11.30 (98.7) % 0.13 (11.58) n.m.
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TPV and Payments Active Clients
The following table sets forth our TPV and Active Clients for the years ended December 31, 2025, 2024 and 2023:
For the Year Ended December 31,
2025 2024 Variation (R$) Variation (%) 2023 Variation (R$) Variation (%)
TPV (in R$ billion) 560.9 516.2 44.7 8.7 % 438.3 77.9 17.8 %
Payments Active clients (in thousands) 4,803.5 4,172.7 630.8 15.1 % 3,522.1 650.6 18.5 %
As discussed in “—Significant Factors Affecting our Results of Operations,” TPV is one of the main drivers of revenue for our business. Growth for the year ended December 31, 2025, both in TPV and Payments Active Clients, was driven mainly by strong addition of MSMB clients (micro, small and medium-sized businesses).
For the Year Ended December 31,
2025 2024 Variation (R$) Variation (%) 2023 Variation (R$) Variation (%)
Net revenue from transaction activities and other services 2,493.1 3,128.9 (93.7) (20.3) % 3,144.4 (15.5) (0.5) %
Net revenue from subscription services and equipment rental 889.3 746.2 22.0 19.2 % 717.4 28.8 4.0 %
Financial income 10,017.3 7,676.2 2,341.1 30.5 % 6,229.3 1,446.9 23.2 %
Other financial income 754.1 498.3 255.8 51.3 % 670.1 (171.8) (25.6) %
Total revenue and income from continuing operations 14,153.8 12,049.6 2,104.2 17.5 % 10,761.1 1,288.5 12.0 %
MD&A for the Year Ended December 31, 2025 compared to the Year Ended December 31, 2024
The following discussion and analysis covers our results of operations for the years ended December 31, 2025 and 2024. Unless otherwise indicated, the discussion below refers to our continuing operations. Following the divestiture of Software Businesses, the related results have been classified as discontinued operations in accordance with IFRS 5. A separate discussion of the results from discontinued operations is included below.
Total revenue and income
Total revenue and income was R$14,153.8 million for the year ended December 31, 2025, an increase of R$2,104.2 million or 17.5% from R$12,049.6 million for the year ended December 31, 2024. Total revenue and income growth in 2025 was mostly driven by (i) higher client monetization, mainly MSMBs, as a result of strategic repricing initiatives implemented in early 2025 to mitigate CDI hikes, as well as (ii) active client base growth and (iii) an increase in credit revenues.
Net revenue from transaction activities and other services
Net revenue from transaction activities and other services was R$2,493.1 million for the year ended December 31, 2025 a decrease of R$635.7 million or 20.3% from R$3,128.9 million for the year ended December 31, 2024. This decrease was attributable to ongoing pricing optimizations between card MDRs and prepayment revenues across our bundled offers, a process consistent with our strategy since the end of fiscal year 2024. While this negatively impacts net revenue from transaction activities and other services, it positively contributes to financial income. This effect was partially offset by higher revenues from Pix QR Code and the growth of our transactional banking solutions.
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Net revenue from subscription services and equipment rental
Net revenue from subscription services and equipment rental was R$889.3 million for the year ended December 31, 2025, an increase of R$143.2 million or 19.2% from R$746.2 million for the year ended December 31, 2024. This increase was primarily attributed to higher software and equipment rental revenues.
Financial income
Financial income for the year ended December 31, 2025 was R$10,017.3 million, an increase of R$2,341.1 million or 30.5% from R$7,676.2 million for the year ended December 31, 2024, as a result of higher prepayment and credit revenues, with the latter contributing with R$653.4 million to financial income in 2025, compared with R$223.1 million in 2024. Prepayment revenues increased significantly as a result of the following factors: (i) pricing policy adjustments undertaken in the period, (ii) ongoing pricing optimizations between card MDRs and prepayment revenues as stated above in “—Net Revenue from Transaction Activities and Other Services,” and (iii) higher prepaid volumes. These effects were partially offset by lower floating revenues from deposits, which were introduced as an alternative funding source in our operation as part of our liability management strategy since the beginning of fiscal year 2025.
Other financial income
Other financial income was R$754.1 million for the year ended December 31, 2025, up R$255.8 million or 51.3% from R$498.3 million for the year ended December 31, 2024, due to a higher average CDI, which increased from 10.83% in 2024 to 14.26% in 2025, combined with a higher average cash balance in the period.
Cost of services
Cost of services for the year ended December 31, 2025 was R$3,365.4 million, an increase of R$532.9 million, or 18.8%, from R$2,832.5 million for the year ended December 31, 2024. Cost of services as a percentage of total revenue and income was 23.8% for the year ended December 31, 2025, 0.3 percentage points higher than the 23.5% reported in the year ended December 31, 2024. The nominal increase in our cost of services was primarily driven by higher (i) provisions for loan losses, which totaled R$312.3 million in 2025 compared with R$89.8 million in 2024, (ii) depreciation and amortization (D&A) and (iii) logistics costs.
Administrative expenses
Administrative expenses for the year ended December 31, 2025 were R$921.7 million, an increase of R$76.2 million or 9.0% from R$845.5 million for the year ended December 31, 2024. Administrative expenses as a percentage of total revenue and income were 6.5% for the year ended December 31, 2025, 0.5 percentage points lower than the 7.0% reported for the year ended December 31, 2024 as a result of operating leverage. The nominal increase in our administrative expenses was primarily driven by higher expenses relating to (i) personnel, (ii) depreciation and amortization, and (iii) third party services.
Selling expenses
Selling expenses were R$2,147.8 million for the year ended December 31, 2025, an increase of R$307.8 million or 16.7% from R$1,840.0 million for the year ended December 31, 2024, due to higher investments in (i) our distribution channels and (ii) marketing. Selling expenses as a percentage of revenues were 15.2% for the fiscal year of 2025 compared with 15.3% for the fiscal year of 2024.
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Financial expenses, net
Financial expenses, net were R$4,479.3 million for the year ended December 31, 2025, an increase of R$819.1 million from R$3,660.2 million for the year ended December 31, 2024. This increase was mainly a result of a higher average CDI Rate for the period from 10.83% in 2024 to 14.26% in 2025, combined with higher funding needs. This effect was partially offset by the use of deposits as a funding source, which were introduced as an alternative funding source in our operation as part of our liability management strategy since the beginning of fiscal year 2025.
Other income (expenses), net
Other operating expenses, net were R$447.5 million for the year ended December 31, 2025, an increase of R$61.3 million or 15.9% from R$386.2 million for the year ended December 31, 2024. This increase was mainly a result of higher share-based compensation expenses.
Profit (loss) before income taxes
As a result of the foregoing explanations, profit before income taxes was R$2,789.8 million for the year ended December 31, 2025, a variation of R$304.2 million compared to a profit before income taxes of R$2,485.6 million for the year ended December 31, 2024. The nominal increase in profit before income tax was mostly as a result of consolidated revenue growth, being partially offset by higher cost of services and financial and operating expenses.
Income tax and social contribution
Income tax and social contribution was an expense of R$412.8 million for the year ended December 31, 2025, compared with R$464.9 million for the year ended December 31, 2024, mainly due to higher benefits from (i) “Lei do Bem” (Law 11,196/05) incentives, (ii) benefits from the recognition of deferred tax assets and (iii) tax effect from goodwill amortization.
For further information about our income taxes, see note 9 to our audited consolidated financial statements.
Net income (loss) for the year from continuing operations
As a result of the foregoing effects, net income from continuing operations was R$2,377.1 million for the year ended December 31, 2025 compared to a net income of R$2,020.6 million for the year ended December 31, 2024. The nominal increase was a result of the same items mentioned for Profit/ Loss before income taxes, combined with lower income tax and social contribution.
Net income (loss) from discontinued operations
Net loss from discontinued operations was R$37.9 million for the year ended December 31, 2025 compared with a net loss of R$3,527.7 million for the year ended December 31, 2024. This decrease in net loss was primarily attributable to a R$3,558.0 million goodwill impairment loss recognized in the fourth quarter of 2024 related to our software Cash Generating Unit ("CGU") following our annual impairment testing, which did not recur in the same magnitude in 2025. For more information, see Note 11.4 to our Audited Consolidated Financial Statements.
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Adjusted net income
Adjusted net income for continuing operations was R$2,477.2 million for the year ended December 31, 2025, an increase of R$369.0 million or 17.5% from R$2,108.2 million for the year ended December 31, 2024. The higher adjusted net income is mainly explained by the improvement in adjusted gross profit of 13.5% year over year, as a result of the repricing initiatives implemented in early 2025 to mitigate CDI hikes combined with the use of deposits as a funding source, which were introduced as an alternative funding source in our operation as part of our liability management strategy. These effects were partially offset by higher operating expenses.
Adjusted net income for both continuing and discontinued operations was R$2,609.9 million, an increase of 18.6% compared with R$2,200.0 million recorded for the year ended December 31, 2024.
Adjusted basic EPS
Adjusted basic EPS for both continuing and discontinued operations was R$9.71, increasing R$2.44 per share or 33.6% for the fiscal year ended December 31, 2025, compared with the fiscal year ended December 31, 2024. The annual increase in adjusted basic EPS outpaced Adjusted Net Income growth by 1.8x, due to R$3.0 billion executed in share repurchases throughout fiscal year 2025, reducing our total outstanding share count by 40.3 million.
MD&A for the Year Ended December 31, 2024 compared to the Year Ended December 31, 2023
Total revenue and income
Total revenue and income was R$12,049.6 million for the year ended December 31, 2024, an increase of R$1,288.5 million or 12.0% from R$10,761.1 million for the year ended December 31, 2023. Total revenue and income growth in 2024 was driven by a 17.8% increase in total TPV, combined with a higher Active Client base.
Net revenue from transaction activities and other services
Net revenue from transaction activities and other services was R$3,128.9 million for the year ended December 31, 2024 a decrease of R$15.5 million or 0.5% from R$3,144.4 million for the year ended December 31, 2023. This decrease was attributable to lower membership fees revenues, following a change in our internal methodology. From January 1, 2024 onwards, we began to recognize revenues from membership fees deferred through the expected lifetime of the client (see note 17.1.1.1 to our 2024 audited annual Consolidated Financial Statements). Up to December 31, 2023, revenues were recognized fully at agreement inception. The new criteria has been adopted prospectively. As a result, revenues from membership fees contributed with R$124.8 million to our transaction activities and other services revenue in 2024, compared with R$315.9 million in 2023. This effect was partially offset by the growth of our transactional acquiring and banking revenues, with total TPV growing 17.8% year over year.
Net revenue from subscription services and equipment rental
Net revenue from subscription services and equipment rental was R$746.2 million for the year ended December 31, 2024, an increase of R$28.7 million or 4.0% from R$717.4 million for the year ended December 31, 2023. This increase was primarily attributable to higher equipment rental, being partially offset by the divestment of Creditinfo (4Q23) and PinPag (1Q24).
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Financial income
Financial income for the year ended December 31, 2024 was R$7,676.2 million, an increase of R$1,446.9 million or 23.2% from R$6,229.3 million for the year ended December 31, 2023, as a result of higher (i) prepaid volumes, (ii) credit revenues, which contributed with R$223.1 million to financial income in 2024, compared with R$38.8 million in 2023, and (iii) floating interest from our banking solutions.
Other financial income
Other financial income was R$498.3 million for the year ended December 31, 2024, a decrease of R$171.8 million or 25.6% from R$670.1 million from the year ended December 31, 2023, mainly due to lower average CDI, decreasing from 13.21% in 2023 to 10.83% in 2024, combined with a lower average cash balance year over year.
Cost of services
Cost of services for the year ended December 31, 2024 was R$2,832.5 million, an increase of R$462.3 million, or 19.5%, from R$2,370.2 million for the year ended December 31, 2023. Cost of services as a percentage of total revenue and income was 23.5% for the year ended December 31, 2024, 1.5 percentage points higher than the 22.0% reported in the year ended December 31, 2023. The increase in our cost of services was primarily driven by higher (i) D&A and logistics costs, as we continue to expand our Active Client base, (ii) higher provisions for loan losses, which totaled R$62.1 million in 2023 and R$89.8 million in 2024, and (iii) higher investments in technology and operating software.
Administrative expenses
Administrative expenses for the year ended December 31, 2024 were R$845.5 million, a decrease of R$56.7 million or 6.3% from R$902.2 million for the year ended December 31, 2023. Administrative expenses as a percentage of total revenue and income were 7.0% for the year ended December 31, 2024, 1.4 percentage points lower than the 8.4% reported for the year ended December 31, 2023. The decrease in our administrative expenses was primarily driven by (i) the divestment of Creditinfo (4Q23) and PinPag (1Q24), combined with lower (ii) facilities and (iii) third party services expenses. These effects were partially offset by higher expenses with our personnel. As a percentage of revenues, administrative expenses decreased due to efficiency gains in our business.
Selling expenses
Selling expenses were R$1,840.0 million for the year ended December 31, 2024, an increase of R$407.0 million or 28.4% from R$1,432.9 million for the year ended December 31, 2023, primarily attributable to higher investments in (i) our salespeople, (ii) marketing and (iii) partner commissions.
Financial expenses, net
Financial expenses, net were R$3,660.2 million for the year ended December 31, 2024, a decrease of R$296.1 million from R$3,956.2 million for year ended December 31, 2023. This decrease was mainly due to a lower average CDI Rate year over year, decreasing our cost of funding, combined with our decision to reinvest more of our cash generation towards the funding of our operation. CDI Rate in Brazil decreased from an average of 13.21% in 2023 to an average of 10.83% in 2024. This effect was partially offset by higher funding needs from our prepayment and credit operations.
Mark-to-market adjustments on equity securities designated at FVPL
In 1Q23, we divested from our stake in Banco Inter. As a result, from 2Q23 onwards, our profit & loss statement no longer includes mark-to-market gains or losses associated with this investment. Mark-to-market gains in our investment in Banco Inter were null in 2024, compared to R$30.6 million in the year ended December 31, 2023.
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Other income (expenses), net
Other operating expenses, net were R$386.2 million for the year ended December 31, 2024, an increase of R$169.1 million or 77.9% from R$217.1 million for the year ended December 31, 2023. This is mainly related to the reversal of earn-out provisions in the year ended December, 2023 which did not occur again in 2024.
Profit (loss) before income taxes
As a result of the foregoing explanations, profit before income taxes was R$2,485.6 million for the year ended December 31, 2024, a variation of R$576.0 million or 30.2% compared to a profit before income taxes of R$1,909.6 million for the year ended December 31, 2023. The increase was a result of a growth in total revenue net of financial expenses, partially offset by higher SG&A and other expenses.
Income tax and social contribution
Income tax and social contribution was an expense of R$464.9 million for the year ended December 31, 2024, compared to R$355.0 million for the year ended December 31, 2023, mainly due to the growth of taxable income in 2024 compared to 2023.
For further information about our income taxes, see note 9 to our audited consolidated financial statements.
Net income (loss) for the year
As a result of the foregoing effects, net income was R$2,020.6 million for the year ended December 31, 2024 compared to a net income of R$1,554.6 million for the year ended December 31, 2023. The increase in net income was a result of the same items mentioned for Profit (loss) before income taxes above. See “Presentation of Financial and Other Information—Selected financial data” for a reconciliation of adjusted net income (loss) to our profit (loss) for the period.
Net income (loss) from discontinued operations
Net loss from discontinued operations was R$3,527.7 million for the year ended December 31, 2024 compared to a net income of R$45.8 million for the year ended December 31, 2023. This decrease can be primarily attributed to an impairment in our Software Businesses in 2024 in the amount of R$3,558.0 million.
Adjusted net income
Adjusted net income from continuing operations was R$2,108.2 million for the year ended December 31, 2024, an increase of R$671.0 million from R$1,437.2 million for the year ended December 31, 2023. The higher adjusted net income is mainly explained by the improvement in total revenue and income net of adjusted financial expenses of 21.4% year over year, as a result of the growth of our operations, combined with efficiency gains in administrative expenses. These effects were partially offset by higher selling expenses and cost of services.
Adjusted basic EPS
Adjusted basic EPS for both continuing and discontinued operations was R$7.27, increasing R$2.31 per share or 46.6% for the fiscal year ended December 31, 2024, compared with the fiscal year ended December 31, 2023.
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B. Liquidity and capital resources
The following discussion of our liquidity and capital resources is based on the financial information derived from our Consolidated Financial Statements.
Liquidity
Our sources of liquidity have primarily been derived from our (i) sale of our receivables from Card Issuers to commercial banks, (ii) sale of receivables to structured entities such as SPVs and FIDCs, (iii) bank borrowings, (iv) capital contributions and cash flows from operations, (v) debentures and financial bills, and (vi) institutional and retail deposits through our finance company, originated from both own and third-party distribution channels. Our primary capital needs related to funding include: (a) funding our working capital and credit solutions to clients; (b) purchase of POS equipment; (c) investment in product development; and (d) selective acquisitions. We believe our current working capital is sufficient for our present requirements.
The following table is a summary of the generation and use of cash in the years ended December 31, 2025, 2024 and 2023.
For the Year Ended December 31,
2025 2024 2023
R$ millions
Liquidity and Capital Resources:
Net cash provided by (used in) operating activities 676.6 (3,621.4) 1,647.7
Net cash provided by (used in) investing activities (1,759.6) 1,587.5 (845.4)
Net cash provided by (used in) financing activities 930.6 5,040.6 (148.8)
Effect of foreign exchange on cash and cash equivalents (22.9) 44.5 10.3
Change in cash and cash equivalents (175.3) 3,051.2 663.8
Our cash and cash equivalents include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less, which have an immaterial risk of change in value. For more information, see note 5 to our Consolidated Financial Statements.
Short-term investments include bonds and other short-term investments. Our short-term investments were R$1,119.1 million as of December 31, 2025, R$517.9 million as of December 31, 2024 and R$3,481.5 million as of December 31, 2023. For more information, see note 6 to our Consolidated Financial Statements.
We regularly evaluate opportunities to enhance our financial flexibility through a variety of methods, including, without limitation, through the issuance of debt securities and time deposits, entering into additional credit lines, and the sale of receivables. As a result of any of these actions, we may be subject to restrictions and covenants in the agreements governing these transactions that may place limitations on us, and we may be required to pledge collateral to secure such instruments.
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Cash Flows
Our net cash provided by (used in) operating activities has consisted of net income (loss) for the period adjusted for certain non-cash items including software business goodwill impairment, depreciation and amortization, share-based payments expense, fair value adjustment in derivatives, fair value adjustments in financial instruments at FVPL, accrued interest, monetary and exchange variations, net, allowance for expected credit losses, provision (reversal) for contingencies, deferred income tax and social contribution, loss (gain) on sale of subsidiaries among other non-cash items, as well as changes in our operating assets and liabilities, the cash amounts of income taxes and social contributions and interest paid, and net interest income that we receive during the period.
Our net cash provided by (used in) investing activities has consisted of amounts paid on our purchase of property and equipment, purchases and development of intangible assets, acquisition (redemption) of financial instruments, cash received on disposal of non-current assets, acquisition of interest in associates and subsidiaries and cash received (paid) in acquisitions.
Our net cash provided by (used in) financing activities has consisted of the net amount from institutional deposits and marketable debt securities and other debt instruments, amortization of lease liabilities, repurchases of our own shares and acquisitions and other events with non-controlling interests in our invested companies. For further information on third-party funding, see “—Institutional Deposits and Marketable Debt Securities and Other Debt Instruments”.
Note on the impact of different funding sources for working capital solutions to our clients on our cash flow statement
In addition to offering prepayment of receivables to our clients, we provide working capital through other solutions such as loans and credit cards to SMBs. A natural consequence of TPV growth is the corresponding increase in both Accounts Receivable from Card Issuers and Accounts Payable to Clients. When we make a prepayment to our clients as part of our working capital solutions offering, we derecognize our accounts payable by the corresponding prepaid amount plus our fees earned by providing such prepayment service. In order to fund our prepayment operations, we predominantly use one of the following sources of funding (i) the sale of our receivables from Card Issuers on a non recourse basis to third-parties, including banks, financial institutions or other vehicles not controlled by us, (ii) the issuance of financial bills, debentures and other kind of financial obligations such as loans, (iii) institutional and retail deposits originated from both own and third-party distribution channels, (iv) the issuance of senior and/or mezzanine quotas by FIDCs which we may or may not control and therefore consolidate, as applicable and/or (v) own capital from capital contributions or cash flows from operation. These funding options lead to different effects on our balance sheet and statement of cash flows:
(i) Sale of receivables: the sale of receivables results in the derecognition of our Accounts Receivable from Card Issuers. As a result, when a prepayment operation is funded through the true sale of receivables, both Accounts Receivable from Card Issuers and Accounts Payable to Clients are derecognized from our balance sheet in the same amount and the combined effect to our cash flows is a positive operational cash flow equivalent to our net fees earned by providing such prepayment service.
(ii) Issuance of FIDC senior and/or mezzanine quotas: when we launch a new FIDC that we control in order to raise capital and therefore consolidate, the amount raised from senior and/or mezzanine quota holders less structuring and transaction costs will be recognized on our balance sheet as cash and as a liability to senior and/or mezzanine quota holders. We then transfer our receivables from Card Issuers from our operating subsidiary to the FIDC and use the cash to fund our prepayment operations. As a result of consolidating the FIDC in our financial statements, the Accounts Receivable from Card Issuers held by the FIDC remain on our consolidated balance sheet. This set of transactions generates a positive impact on our cash flows from financing activities in the amount received by the FIDC from senior and/or mezzanine quota holders less structuring and transaction costs. However, since Accounts Receivable from Card Issuers remains on the balance sheet but the Accounts Payable to Clients are derecognized, these transactions also cause a negative impact on our cash flow from operations. The net effect of impacts in cash flow from operations and cash flow from financing activities is positive.
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(iii) Issuance of financial bills, debentures or other kind of financial obligations such as loans: when we issue a financial bill, a debenture or take a private loan, the effect on our balance sheet and statement of cash flows is similar to the issuance a FIDC that we consolidate.
(iv) Institutional and retail deposits:
•Institutional deposits: When we use institutional deposits to fund our prepayment operation, our Accounts Receivable from Card Issuers remain on our balance sheet, whereas our Accounts Payable to Clients are derecognized, causing a negative impact on our cash flow from operations. However, our cash flow from financing is positively impacted in the amount of the inflows from the deposits raised. The net effect of impacts in cash flow from operations and cash flow from financing activities is positive.
•Time deposits from retail clients: When we use time deposits from retail clients to fund our prepayment operation, as with institutional deposits, our Accounts Receivable from Card Issuers remain on our balance sheet, whereas our Accounts Payable to Clients are derecognized, causing a negative impact on our cash flow from operations. At the same time, our cash flow from operations is also positively impacted by the amount of time deposits raised from clients. The net effect we have in our cash flow from operations from the aforementioned movements is positive. It is important to highlight that, as we increasingly leverage retail deposits from our clients as a funding source, these deposits cease to generate floating revenue for us, which has a negative impact on our top line. However, this shift also reduces our need to access external funding sources, such as issuing debt or selling receivables, resulting in lower average cost of funding. This dynamic reflects an accretive trade-off between revenue and funding costs, contributing to a more efficient capital structure over time.
(v) Deployment of our own capital: when we use our own capital to fund prepayment operations, we do not sell our receivables from Card Issuers and they remain on our balance sheet. However, our Accounts Payable to Clients are derecognized, and therefore these transactions cause a negative impact on our cash flow from operations.
Net cash provided by (used in) operating activities
For the year ended December 31, 2025, net cash provided by operating activities was R$676.6 million, primarily as a result of:
•Net income of R$2,339.2 million combined with non-cash expenses consisting primarily of (i) R$1,002.8 million inflow from depreciation and amortization; (ii) R$1,286.6 million inflow from accrued interest, monetary and exchange variations, net (iii) R$297.0 million inflow from share-based payments expenses and; (iv) R$204.0 million outflow from fair value adjustment in derivatives. The total amount of adjustment to net income from non-cash items for the year ended December 31, 2025 was R$3,137.8 million, resulting in R$5,477.0 million net income adjusted by non-cash items.
•Net cash from changes in working capital totaled an outflow of R$ 4,800.4 million, and is composed mainly of (i) R$9,559.5 million inflow from trade accounts receivable, banking solutions and other assets, (ii) R$12,245.5 million outflow from changes related to accounts receivable from card issuers, accounts payable to clients and interest income received, net of costs, (iii) R$1,555.7 million outflow from payment of interest and income taxes, and (iv) R$558.7 million outflow from other working capital changes.
For the year ended December 31, 2024, net cash used in operating activities was R$3,621.4 million, primarily as a result of:
•Net loss of R$1,507.1 million combined with non-cash expenses consisting primarily of R$3,558.0 million from software business goodwill impairment, R$949.4 million from depreciation and amortization, fair value adjustment in derivatives of R$486.0 million, share-based payments expenses of R$232.7 million and allowance for expected credit losses of R$143.5 million. The total amount of adjustment to net income from non-cash items for the year ended December 31, 2024 was R$5,204.5 million, resulting in R$3,697.4 million net income adjusted by non-cash items.
•Net cash from changes in working capital totaled an outflow of R$7,318.8 million, and is composed mainly of the following inflows: (i) R$810.7 million from trade accounts receivable, banking solutions and other assets, (ii) R$361.7 million from trade accounts payable and other liabilities, and (iii) R$54.5 million from prepaid expenses; and the following outflows: (iv) R$6,910.9 million from changes related to accounts receivable from card issuers, accounts payable to clients and interest income received, net of costs, (v) R$956.6 million from payment of interest and income taxes, (vi) R$670.8 million from credit portfolio, (vii) R$6.5 million from recoverable taxes and taxes payable, and (viii) R$1.0 million from other working capital changes.
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Net cash provided by (used in) investing activities
Net cash used in investing activities in the year ended December 31, 2025 was R$1,759.6 million, compared to R$1,587.5 million of net cash provided by investing activities for the year ended December 31, 2024. Net cash used in investing activities for the year ended December 31, 2025 is explained by the following outflows: (i) R$1,188.6 million of capital expenditures (being R$705.6 million from purchases and construction of property and equipment and R$483.0 million from purchases and development of intangible assets), (ii) R$570.2 million from acquisition of short-term investments, and (iii) R$0.8 million net effect related to acquisitions of subsidiaries completed in the current and prior periods.
Net cash provided by investing activities in the year ended December 31, 2024 was R$1,587.5 million, compared to R$845.4 million of net cash used in investing activities for the year ended December 31, 2023. Net cash provided by investing activities for the year ended December 31, 2024 is explained by (i) R$2,994.6 million inflow from sale or maturity of short-term investments, (ii) R$57.5 million inflow from disposal of equity securities, and (iii) R$1.7 million related to proceeds from the disposal of non-current assets. These effects were partially offset by (iv) R$1,271.8 million outflow of capital expenditures (being R$764.5 million from purchases and construction of property and equipment and R$507.3 million from purchases and development of intangible assets), and (v) R$194.6 million net outflow related to acquisitions of subsidiaries completed in the current and prior periods.
Net cash provided by (used in) financing activities
Net cash provided by financing activities in the year ended December 31, 2025 was R$930.6 million, compared to net cash provided by financing activities of R$5,040.6 million for the year ended December 31, 2024. Net cash provided by financing activities in the year ended December 31, 2025 is explained by the following inflows: (i) R$2,868.5 million from proceeds from other debt instruments, except lease, net of payments, (ii) R$1,374.5 million from proceeds from institutional deposits and marketable debt securities, net of payments, and (iii) R$17.7 million from premium received in options over own shares. These effects were partially offset by the following outflows: (iv) R$2,987.0 million from repurchase of our own shares, (v) R$245.6 million from payment of derivative financial instruments designated for hedge accounting, (vi) R$79.7 million from payment of principal portion of leases liabilities, and (vii) R$17.8 million from capital events related to non-controlling interests. For more information on institutional deposits and marketable debt securities, please refer to note 6.8.3 to our Consolidated Financial Statements.
Net cash provided by financing activities in the year ended December 31, 2024 was R$5,040.6 million, compared to net cash used in financing activities of R$148.8 million for the year ended December 31, 2023. Net cash provided by financing activities in the year ended December 31, 2024 is explained by the following inflows: (i) R$3,872.4 million from proceeds from institutional deposits and marketable debt securities, net of payments, and (ii) R$2,947.9 million from proceeds from other debt instruments, except lease, net of payments. These effects were partially offset by the following outflows: (iii) R$1,587.3 million from repurchase of our own shares, (iv) R$112.8 million from payment of derivative financial instruments designated for hedge accounting, (v) R$69.0 million from payment of principal portion of leases liabilities, and (vi) R$10.6 million from capital events related to non-controlling interests. For more information on institutional deposits and marketable debt securities, please refer to note 6.8.3 to our Consolidated Financial Statements.
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Institutional Deposits and Marketable Debt Securities and Other Debt Instruments
As of December 31, 2025, we had outstanding institutional deposits and marketable debt securities and other debt instruments in the aggregate amount of R$17,582.1 million. The following table contains a summary of our third-party debt and quota holder obligations as of December 31, 2025 and 2024:
Average annual interest rate % Earliest original date of issuance Original maturity Current portion Non-current portion December 31, 2025
Bonds 3.95% USD Jun/21 Jun/28 2.0 1,118.7 1,120.8
Debentures CDI (a) + 1.75% Nov/23 Oct/26 393.8 — 393.8
Financial bills CDI + 0.68% to CDI + 0.90% Jun/24 Jun/26 up to Sep/29 2,249.6 3,171.2 5,420.7
Total debentures, financial bills and commercial papers 2,643.3 3,171.2 5,814.5
Obligations to open-end FIDC quota holders CDI + 0.15% Jul/23 Not applicable 435.0 — 435.0
Time deposits 100% of CDI to 110% of CDI Jul/24 Jan/26 up to Sep/27 2,697.0 288.3 2,985.2
Total institutional deposits and marketable debt securities 5,777.3 4,578.2 10,355.5
Obligations to closed-end FIDC quota holders 12.75% Jan/24 Jan/31 — 2,196.3 2,196.3
Bank borrowings and working capital facilities CDI + 0.75% to CDI + 1.68% Dec/24 Feb/26 up to Aug/28 2,839.4 2,021.6 4,860.9
Leases 105.1% to 151.8% of CDI Not applicable Jan/26 up to Jun/33 27.1 142.3 169.4
Total other debt instruments 2,866.4 4,360.1 7,226.6
Average annual interest rate % Earliest original date of issuance Original maturity Current portion Non-current portion December 31, 2024
Bonds 3.95% USD Jun/21 Jun/28 2.3 1,256.0 1,258.3
Debentures CDI (a) + 1.75% Nov/23 Oct/26 23.7 999.5 1,023.2
Financial bills CDI + 0.68% to CDI + 0.90% Jun/24 Jun/26 up to Nov/28 — 2,954.4 2,954.4
Receivables backed securities CDI + 1.30% Sep/23 Sep/26 2.2 99.4 101.7
Total debentures, financial bills and commercial papers 25.9 4,053.4 4,079.3
Obligations to open-end FIDC quota holders CDI + 0.40% Jul/23 Not applicable 418.3 — 418.3
Time deposits CDI + 0.25% to 110% of CDI May/24 Jan/25 up to Jun/26 2,619.5 120.6 2,740.1
Total institutional deposits and marketable debt securities 3,066.0 5,430.0 8,496.0
Obligations to closed-end FIDC quota holders 12.75% Jan/24 Jan/31 — 1,988.6 1,988.6
Bank borrowings and working capital facilities CDI + 0.75% to CDI + 1.74% Jan/24 Jan/25 up to Dec/27 1,853.9 310.4 2,164.3
Leases 105.1% to 151.8% of CDI Not applicable Jan/25 up to Jun/29 49.9 197.1 247.0
Total other debt instruments 1,903.8 2,496.1 4,400.0
(a) "CDI” Rate (Brazilian Certificado de Depósito Interbancário), which is an average of interbank overnight rates in Brazil. The average rate of December 31, 2025 was 14.3% (2024 – 10.8%).
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Bilateral loan facilities
In addition to own capital and receivable rights securitization, we fund our capital needs through bilateral loan facilities. As of December 31, 2025, we had R$4,860.9 million (compared with R$2,164.3 million as of December 31, 2024) outstanding under such loan agreements.
Issuance of Inaugural Bonds
On June 11, 2021, we issued our inaugural dollar bond, raising US$500 million in 7-year notes, issued in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. The principal amount of the bonds is payable on June 16, 2028 (the maturity date). The bonds accrue interest at 3.95%, payable semi-annually in arrears on June 16 and December 16, commencing on December 16, 2021. Between June and August, 2021, we entered into a hedge to mitigate our currency risk. On July 1, 2024, we announced a tender offer and consent solicitation, which expired on July 30, 2024. As a result, we successfully tendered an aggregate principal amount of US$294,558,000, representing 58.91% of the outstanding notes. Additionally, the Company solicited consents from note holders for proposed amendments to the indenture, which included, among other things, the elimination of substantially all restrictive covenants, various events of default, and related provisions. The amendments also allowed the Company to substitute itself as the principal debtor under the notes with a new debtor, which was effectively executed on August 28, 2024, replacing itself with Stone IP. For further information, see note 6.8.4.1 to our Consolidated Financial Statements.
Debt Capital Market Events
During the third quarter of 2025 our subsidiary MNLT S.A. (“MNLT”) completed a tender offer through which approximately 60% of the outstanding debentures previously issued were repurchased. On November 8, 2023, MNLT had concluded its first corporate issuance of debentures in the Brazilian capital markets, placing R$1 billion with a three year maturity at CDI + 1.75% payable annually. The debentures are guaranteed by both Stone IP and by us.
Capital Expenditures
Capital expenditures comprise purchases of intangible assets and property and equipment.
In the year ended in December 31, 2025, we invested R$1,188.6 million in capital expenditures, of which R$705.6 million are related to purchase and construction of property and equipment mainly for POS devices and other equipment, and R$483.0 million of purchase and development of intangible assets which are mainly related to software development.
In the year ended in December 31, 2024, we invested R$1,271.8 million in capital expenditures, of which R$764.5 million are related to purchase and construction of property and equipment mainly for POS devices and other equipment, and R$507.3 million of purchase and development of intangible assets which are mainly related to software development.
We estimate that our capital expenditures for 2025 will be primarily for purchases of property and equipment (mainly relating to purchases of POS and other equipment to lease to our client base and IT equipment) and intangible assets (mainly relating to software licenses and compensation expenses of software developers that we capitalize). We expect to meet our capital expenditure needs for the foreseeable future from our cash flows from operations and our existing cash and cash equivalents.
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Off-balance sheet arrangements
As part of our ongoing business, we have agreements to sell Accounts Receivables from Card Issuers with multiple counterparts (banks, conduits, FIDCs, etc) in a mix of both spot and committed basis. Under such agreements, we sell our accounts receivables on a fully non-recourse basis and pass to our counterparts all the risks and benefits of such assets. The future cash flow is paid directly from escrow agents to our counterparts and therefore we derecognize such assets from our balance sheet.
Contractual obligations
Our contractual obligations at December 31, 2025 were as follows:
Payments Due By Period(a)
Less than one year Between 1 and 2 years Between 2 and 5 years Over 5 years
Institutional deposits and marketable debt securities 5,777.8 3,793.3 1,151.7 —
Other Debt Instruments 3,022.6 3,460.1 1,232.0 2,558.5
Total 8,800.4 7,253.4 2,383.7 2,558.5
(a) Amounts refer to contractual undiscounted cash flows.
Our contractual obligations at December 31, 2024 were as follows:
Payments Due By Period(a)
Less than one year Between 1 and 2 years Between 2 and 5 years Over 5 years
Institutional deposits and marketable debt securities 3,068.2 4,680.5 1,366.1 —
Other Debt Instruments 1,940.0 626.8 954.2 2,774.1
Total 5,008.2 5,307.3 2,320.3 2,774.1
(a) Amounts refer to contractual undiscounted cash flows.
Capital Structure
In 2025, we reviewed our proprietary capital allocation framework to assess our capitalization adequacy. During this review, we maintained our three core principles but adjusted the calculation for our Managerial Total Capital Ratio to better align with Central Bank rules. Below, we describe the three constraints incorporated into our framework and the recent changes made:
1.Managerial Total Capital Ratio: As of December 31, 2025, we revised our minimum managerial capital ratio to 17% of risk-weighted assets (RWA), down from 20% as of December 31, 2024. The managerial capital ratio metric considers RWA from the prudential conglomerate, as defined in “Item 4. Information on the Company - B. Business Overview - Regulatory Capital Requirements for Payment Institutions.” Regulatory Capital can be simplified as consolidated equity less intangible assets and deferred tax assets, adjusted by their respective risk weights.
2.Credit Ratings: Our credit metrics are aligned with industry peers, ensuring we maintain at least our current global ratings, with the potential for an upgrade should Brazil’s sovereign rating improve.
3.Positive Adjusted Net Cash Position: We are committed to maintaining a positive adjusted net cash position, reinforcing financial stability.
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According to the developed framework, before returning capital to shareholders, we will prioritize liquidity and financial resilience by adhering to a conservative asset-liability management approach, ensuring that funding maturities significantly exceed asset maturities.
We expect to return excess capital to shareholders over time when value-accretive growth opportunities are not immediately available. Furthermore, we will continue to reassess this framework on an annual basis.
C. Research and development, patents, and licenses, etc.
Our research and development focuses on developing an integrated suite of advanced technologies designed to provide differentiated financial services capabilities and seamless omnichannel commerce client experiences in a more secure, all-in-one environment, that is developed to operate in a completely digital environment and enables us to develop, host, and deploy our solutions, conduct a broad range of transactions seamlessly across in-store, online and mobile channels, manage our distribution hubs and franchisees, and optimize our client support functions—all in a fully digital, fully integrated, and holistic manner.
D. Trend information
The information referred to below considers our current expectations about future events, and trends that may impact our business. Actual results for our industry and performance could differ substantially. For further information related to our forward-looking statements, see “Forward-Looking Statements”, for a description of certain factors that could affect our industry in the future and our own future performance, see “Item 3. Key Information—D. Risk Factors” and “Item 4. Information on the Company — B. Business Overview — Trends and Challenges”.
E. Critical Accounting Estimates
Our consolidated financial statements are prepared in conformity with IFRS Accounting Standards. In preparing our audited consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on amounts reported in our consolidated financial statements. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judgments and estimates. Our significant accounting policies are described in each of the notes within our audited consolidated financial statements, except general accounting policies not related to subjects treated in specific notes, which are described in note 2.
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