STNE

General Our activities expose us to market, liquidity and credit risks. The Risk Management Area carries the Group’s financial risk management. Our overall market risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance. Credit Risk Credit risk is defined as the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group’s third-parties, include counterparties in financial contracts (positions classified in cash and cash equivalents, derivative financial instruments for hedging, loans portfolio to customers and deposits with banks and other financial institutions), and in operating activities (accounts receivable from card issuers licensed by card schemes, including outstanding receivables and commitments, suppliers and financial guarantees granted to third parties). Financial instruments and cash deposits Credit risk from balances with banks and financial institutions is managed in accordance with our internal policies. Investments of surplus funds and the use of derivative instruments are only conducted with carefully selected financial institutions. Accounts receivable from Card Issuers Card Issuers once accepted by the networks issue cards that when transact are processed by Acquirers like us. Card Issuers have different risk profiles. Table of Contents FORM 20-F 26FY25 176 With frequency associated with the availability of new information or new financial indicators of Card Issuers, the Company carries out assessments of these companies, aiming to identify potential risks. Payment scheme networks have credit risk mitigation mechanisms that vary by network that are available to Acquirers like the Group. To date, the Group has not incurred any significant loss from Card Issuer receivables. Credit portfolio Merchant Portfolio and credit cards are available solely to individuals and businesses that are existing customers through acquiring or banking. Merchant portfolio loans rely on the main repayment source and collateral future receivables of customers while credit card line limits may be unsecured. Such line is generally a portion of the total credit line available to a particular customer based on credit appetite and risk rating. Market Risk Market risk is the risk of financial loss resulting from changes in the fair value or future cash flows of financial instruments due to changes in market conditions. In the ordinary course of business, the Group executes financial transactions that are subject to market variables and, therefore, exposed to market risk. Interest Rate Risk The Group’s interest rate risk arises from mismatches among certain assets (mostly cash and equivalents, short-term investments, accounts receivables and the credit portfolio) and liabilities (institutional deposits and marketable debt securities, and other debt instruments) with different benchmarks (fixed or linked to CDI, the Brazilian benchmark for floating rate) and maturity dates. We may mitigate our exposure by executing derivative transactions to match those benchmarks and duration gaps. Short-term investments, institutional deposits and marketable debt securities, and other debt instruments accrues interest at the CDI Rate, the Brazilian benchmark floating rate, therefore they incur in future cash flow risk, but do not incur in fair value risk. Foreign Currency Risk The Group has both assets and liabilities in foreign currencies other than Brazilian real. The foreign currency risk is generated by fluctuations in exchange rates among Brazilian reais and these currencies. We have operations, cash and short-term investments in multiple countries in Latin America, in addition to TPV processed in foreign exchange. However, significant capital expenditures (Pin Pads & POS, and data center equipment) and regular expenses (cloud and software fees) are incurred in U.S. Dollars and Euros. The total foreign currency results on the year ended December 31, 2025 was loss of R$13.1 million, a relatively small financial result, mainly from the interest rate differential on the U.S. Dollar/Brazilian Real, despite high relative currency volatility observed in the same period, showing a well-balanced risk management. The bonds we issued, as well as other debt in foreign currencies, are hedged on a cash flow hedge arrangement, in which all critical terms of the bonds (U.S. Dollars denomination, coupon payment schedule, and interest rate) are matched with the hedging instrument. The residual Group’s exposure to foreign currency changes for all other currencies after hedge policy application is not material. Table of Contents FORM 20-F 26FY25 177 Risk Assessment: Value-at-Risk and Scenario Analysis The Company manages and monitors its primary market risk factors - Interest Rate Risk and Exchange Rate Risk - using Value-at-Risk ("VaR”) and/or Stress Testing methodologies. The Company employs these methodologies to quantify how market variables would potentially impact the Group’s financial statements. Risk Factor Asset/ Liability Risk Measure Horizon Value (in thousands) Interest rates Accounts receivables from card issuers, Credit portfolio, Accounts payables to clients and interest rate swaps VaR 1 day R$509 Historical Stress Test(a) 1 day R$ 5,576 Foreign currency exchange USD denominated asset/liabilities/derivatives Historical Stress Test(b) 2 days R$60 (a) The interest rate risk stress test on December 31, 2024 was R$2,906 thousand. (b) The foreign currency exchange risk stress test amounted to R$ 288 thousand as of December 31, 2024. Although VaR is no longer utilized for foreign currency risk management as of December 31, 2025, the figure for comparison purposes would be R$ 34 thousand. Equity Price Risk Equity price risk is the risk that the fair values of equities decrease as the result of changes in the level of equity and individual stocks. The Group is exposed to equity price risk as it holds, as of December 31, 2025, R$ 24.6 million (compared with R$32.6 million as of December 31, 2024) in equity securities. Liquidity Risk Cash flow forecasting is performed for the operating entities of the Group and then aggregated. Rolling forecasts of liquidity requirements are monitored to ensure the Group has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn borrowing facilities so that the Group does not breach borrowing limits on any of its borrowing facilities. Such forecasting takes into consideration our debt financing plans, compliance with internal statement of financial position ratio targets and, if applicable, external regulatory or legal requirements. The Group’s main liquidity risk is its potential inability to raise financing to continue its prepayment and credit business. Although the prepayment activity is not an obligation for the Group it is a significant component of its revenues. Surplus cash held by the operating entities is invested in interest-earning bank accounts, time deposits, money market deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide adequate margin as determined by the above-mentioned forecasts. As of December 31, 2025, we held short-term investments of R$1,119.1 million (compared with R$ 517.9 million as of December 31, 2024) that are expected to readily generate cash inflows for managing liquidity.

A. [Reserved] B. Capitalization and indebtedness Not applicable. C. Reasons for the offer and use of proceeds Not applicable. D. Risk factors The following summarizes the principal factors that make an investment in our company speculative or risky, all of which are more fully described in the risk factors below. This summary should be read in conjunction with the risk factors below and should not be relied upon as an exhaustive summary of the material risks facing our business. The following factors could result in harm to our business, reputation, revenue, financial results, and prospects, among other impacts: Risks Relating to Our Business, Strategy and Industry •Our business strategy may not provide us the results we expect and our business could be harmed if we are unable to accurately forecast demand for our products and services and to adequately manage our product inventory. •Substantial and increasingly intense competition in our markets may harm our business. Table of Contents FORM 20-F 26FY25 16 •If we are unable to attract new and retain existing clients, our business, financial condition and results of operations will be adversely affected. •A decline in the use of credit, debit or prepaid cards as a payment mechanism for consumers or adverse developments with respect to the payment processing industry in general could have a materially adverse effect on our business, financial condition and results of operations. •Our efforts to expand our product portfolio and market reach may not succeed and may reduce our revenue growth. •Any acquisitions, investments, partnerships, joint ventures or divestments that we make or enter into could disrupt our business and harm our financial condition. •Increases in interest rates may harm our business. •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. Risks Related to Legal and Regulatory Matters •Our business is subject to extensive government regulation and oversight in Brazil and our status under these regulations may change. Violation of or compliance with present or future regulation could be costly, expose us to substantial liability and force us to change our business practices, any of which could seriously harm our business and results of operations. •Certain ongoing legislative and regulatory initiatives under discussion by the Brazilian Congress, the Central Bank and the broader payments industry may result in changes to the regulatory framework of the Brazilian financial services industry and may have an adverse effect on us. •We may not be able to effectively manage credit risk, and our expected credit loss (“ECL”) allowance may be insufficient to cover actual losses, which could have a material adverse effect on our results of operations and financial condition. •Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws may adversely affect our results of operations. Risks Relating to Our Operations •Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks, which could expose us to losses and liability and otherwise harm our business. •Cybersecurity attacks could result in data breaches and severely damage our reputation, business and financial condition. •Our systems and our third-party providers’ systems may fail, which could interrupt our service, cause us to lose business and increase our costs. •Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services could expose us to liability, protracted and costly litigation and damage our reputation. •In a dynamic industry like ours, the ability to attract, recruit, develop and retain key personnel and qualified employees is critical to our success and growth. If we are not able to do so, our business, financial condition and results of operations may be adversely affected. Financial Risks •Our financing needs could adversely affect our financial flexibility and our competitive position, and we may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. Table of Contents FORM 20-F 26FY25 17 Risks Relating to Brazil •We are subject to macroeconomic uncertainty, fiscal and political instability in Brazil. Those factors may harm the business cycles and credit risk of our clients and issuing banks and volatility in the overall level of consumer, business and government spending, which could negatively impact our business, financial condition and results of operations You should carefully consider the risks and uncertainties described below, together with the other information contained in this annual report, in our financial statements, and all other public information released by us from time to time, before making any investment decision. The risks described below are not the only risks we face. Our business, financial condition and operational results may be significantly affected not only by any of the risks set forth below, but also by any other risks that are currently unknown or considered irrelevant by us. Our business, reputation, management, results of operations or financial condition could be harmed if any of these risks materializes and, as a result, the prices of securities issued by us, including our Class A Common Shares, could decline and our investors may lose part or all of their investment. Risks Risks Relating to Our Business, Strategy and Industry Our business strategy may not provide us the results we expect and our business could be harmed if we are unable to accurately forecast demand for our products and services and to adequately manage our product inventory. Our strategy and challenges are determined by management based on related assumptions, such as, but not limited to, the future market, economic and industry environments; our capacity to execute our strategy; and the regulatory, political and social scenarios where we operate. These assumptions are subject to inaccuracies and risks that might not be identified or anticipated by management. Moreover, under these assumptions, factors beyond our control may make these inaccuracies more significant. Accordingly, the results and consequences arising from any possible inaccurate assumptions may compromise our capacity to fully or partially implement our strategies, as well as to achieve the results and benefits expected from our business plan therefrom, which might give rise to financial losses and reduce the value creation to our shareholders. We invest in marketing, technology, people, data, models and our distribution channels based on our expectation of future demand for our services. We must forecast inventory, capital needs, regulatory capital cost, credit losses and expenses, hire employees and place orders sufficiently in advance with our third-party suppliers and contract manufacturers based on our estimates of future demand for particular products or services. An inability to correctly forecast the success of a particular product or service could harm our business. Our ability to accurately forecast demand for our products or services could be affected by many factors, including an increase or decrease in demand for our competitors’ products or services, unanticipated changes in general market conditions, and the change in economic conditions. Our results of operations and operating metrics may fluctuate and we may generate losses in the future, which may harm our business. We intend to make significant investments in our business, including with respect to our sales and marketing, development of new products, services, and features; data centers and other infrastructure, development of international operations , and general administration, including legal, finance, and other compliance expenses related to being a public company. If the costs associated with acquiring and supporting new or larger clients materially rise in the future, our expenses may rise significantly. In addition, increases in our client base could cause us to incur losses, because costs associated with new clients are generally incurred upfront, while revenue is recognized thereafter as merchants utilize our services. If we are unable to generate adequate revenue growth and manage our expenses, our results of operations and operating metrics may fluctuate and we may incur significant losses in the future. Table of Contents FORM 20-F 26FY25 18 We frequently invest in developing products or services that we believe will improve the experiences of our clients and therefore improve our long-term results of operations. However, these improvements often cause us to incur significant up-front costs and may not result in the long-term benefits that we expect, which may materially and adversely affect our business. For example, our growth strategy contemplates an expansion in our distribution channels and the development of new products and services. Successful implementation of our growth strategy will require significant expenditure before any substantial associated revenue is generated. We cannot assure you that our increased investment in marketing activities will result in corresponding revenue growth. We make estimates and assumptions in connection with the preparation of our financial statements, and any changes to those estimates and assumptions could have a material adverse effect on our operating results. In connection with the preparation of our financial statements, we use certain estimates and assumptions based on historical experience and other factors. For example, we take into consideration our assets’ useful lives. While we believe that these estimates and assumptions are reasonable under the circumstances that they are presented, they are subject to significant uncertainties, some of which are beyond our control. Therefore, should any of the estimates and assumptions we use change or prove to have been incorrect, our reported operating results could be materially adversely affected. Real or perceived inaccuracies in our key operating metrics may harm our reputation and adversely affect our business. We track certain key operating metrics, including TPV, active payment clients, and adjusted net income, among other metrics, which are not independently verified by any third party. While the metrics presented in this annual report are based on what we believe to be reasonable assumptions and estimates, some of them result from definitional choices involving judgment and could be perceived as inconsistent or as overstating the scale of our businesses. The definition of operational metrics may change over time. Some of our metrics may differ from methodologies used by competitors, limiting comparability. In addition, limitations or errors with respect to how we measure data, or with respect to the data that we measure, may affect our understanding of certain details of our business and could affect our strategies. If the internal systems and tools we use to track these metrics understate or overstate performance, or contain algorithmic or other technical errors, the key operating metrics we report may not be accurate. If investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our results of operations and financial condition could be adversely affected. Our business depends on a well-regarded and widely known brand, and any failure to maintain, protect, and enhance our brand would harm our business. We have developed a well-regarded and widely known brand that has contributed significantly to the success of our business. If we fail to maintain, protect and enhance our brand, our business could be materially and adversely affected and our sales, profitability and results of operations may be adversely affected. Our brand is predicated on the idea that clients will know and trust us, which is crucial for a financial services company, and find value in building and growing their businesses with our products and services. Maintaining, protecting, and enhancing our brand are critical to retaining and expanding our base of clients and other third-party partners, as well as increasing engagement with our products and services. This will depend largely on our ability to remain widely known, maintain trust, be a technology leader, and continue to provide high-quality and secure products and services. Table of Contents FORM 20-F 26FY25 19 Our brand may be adversely affected if we are unsuccessful in carrying out our business activities. We may be unsuccessful in advertising, promotional, and marketing strategies; and in offering new products to meet market demands. If we are unable to market and promote our brand on third-party platforms, such as Globo, Google, Meta or TikTok, effectively, our ability to acquire new merchants would be materially harmed. Changes in the way these platforms operate or changes in their advertising prices or other terms could make the maintenance and promotion of our products and services more expensive or more difficult. In addition, some of our competitors may have marketing investments substantially larger than ours and our end consumers believe that our competitors’ products are more attractive. Any negative publicity about our industry or our company, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our privacy and security practices, litigation, regulatory activity, and the experience of clients with our products or services, could adversely affect our reputation and the confidence in and use of our products and services. Harm to our brand can arise from many sources, including failure by us or our partners to satisfy expectations of service and quality; inadequate protection of sensitive information; compliance failures and claims; litigation and other claims; third-party trademark infringement claims; employee misconduct; failure to resolve seller and buyer complaints; and misconduct by our associated participants, partners, service providers, or other counterparties. If we do not successfully maintain a well-regarded and widely known brand, our business could be materially and adversely affected. We have been from time to time in the past, and may in the future be, the target of incomplete, inaccurate, and misleading or false statements concerning our Company, our business, and our products and services. Any of these could damage our brand and materially deter people from adopting our services. Negative publicity about us or our management, including about our product quality and reliability, changes to our products and services, privacy and security practices, litigation, regulatory enforcement, and other actions, as well as the actions of our clients and other users of our services, even if inaccurate, could cause a loss of confidence in us. Our ability to respond to negative statements about us may be limited by legal prohibitions on permissible public communications by us during future periods. Substantial and increasingly intense competition in our markets may harm our business. The financial services market is highly competitive. It is characterized by vigorous competition, changing technology, changing customer needs, evolving industry standards and frequent introductions of new products and services and competitors. Our primary competitors include banks, digital banks, lending companies, traditional and newcomer card issuers and merchant acquirers and financial institutions in general. Many of them have significant financial resources and develop different kinds of services. Additionally, we may also face competition from well-established businesses from outside our sectors that have significant financial resources and experience operating in Brazil. Many of our competitors also have substantially greater financial, technological, operational and marketing resources than we have, which may provide them with significant competitive advantages. Mergers and acquisitions by or among these companies may lead to even larger competitors with more resources. In particular, certain of our competitors in the acquiring market are affiliated with financial institutions that may not incur the sponsorship costs we incur for registration with the payment schemes. Also, the continued shift from brick-and-mortar to e-commerce presents an additional competitive risk. As consumer spending migrates online, large marketplace platforms are increasingly integrating their own payment processing, banking and credit solutions, reducing the need for independent acquirers. This mix shift within the Brazilian retail market may result in merchants processing a growing share of their transactions through payment infrastructure controlled by the marketplace itself, rather than through our solutions, which could adversely affect our total payment volume and results. Table of Contents FORM 20-F 26FY25 20 We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services. Competition could result in a loss of existing clients, and greater difficulty in attracting new clients, negatively affecting our growth plans, financial condition and results of operations. If we are unable to attract new and retain existing clients, our business, financial condition and results of operations will be adversely affected. Our client base is the cornerstone of our business. Sustaining our growth depends on our ability to continuously attract new merchants and SMBs to our platform while deepening engagement with existing clients mostly across our financial services solutions. If we fail to do so, our revenues may stagnate or decline. Our clients have no obligation to continue using our products and services. They are generally not bound by long-term contracts and may reduce their payment volumes, cancel subscriptions or migrate to competitors at any time. Recent regulatory developments, including the expansion of open finance frameworks in Brazil, have further lowered switching costs, making retention increasingly challenging. Our capacity to attract and retain clients may be undermined by several factors, including our failure to anticipate and respond to merchants' evolving needs; a deterioration in the quality, reliability or performance of our platform; insufficient or inadequate support delivered through our Stone Agents and Stone Hubs; pricing that clients perceive as less competitive than alternatives; the launch of superior or more targeted offerings by incumbents, fintechs or new market entrants; and negative publicity or poor client experiences that erode trust in our brand. Our future success will depend in part on our ability to develop or adapt to technological changes and evolving industries standards. We cannot predict the effects of technological changes on our businesses. If we are unable to develop, adapt to or access technological changes or evolving industry standards on a timely and cost-effective basis, our business, financial condition and results of operations could be materially and adversely affected, such as resulting in impairment of capitalized software for which future economic benefits are no longer expected. We also rely in part and may in the future rely in part on third parties, including some of our competitors and potential competitors, for the development of, and access to, new technologies. Moreover, we may fail to adopt artificial intelligence technology or to comply with its regulatory framework. It is possible that new laws and regulations will be adopted that would affect the operation of our platform and the way in which we use artificial intelligence technology. Further, the cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations. Furthermore, some of our competitors may have the ability to devote more financial and operational resources than we can to the development of new technologies and products. If successful, their development efforts could render our products and services less desirable to clients, resulting in the loss of clients or a reduction in the fees we could generate from our service offerings and/or products. Any one or a combination of these factors could result in client attrition at rates exceeding our expectations, which would adversely affect our business, financial condition and results of operations. Table of Contents FORM 20-F 26FY25 21 A decline in the use of credit, debit or prepaid cards as a payment mechanism for consumers or adverse developments with respect to the payment processing industry in general could have a material adverse effect on our business, financial condition and results of operations. If consumers do not continue to use credit, debit or prepaid cards as a payment mechanism for their transactions or if there is a change in the mix of payments between them, it could have a material adverse effect on our business, financial condition and results of operations, since acquiring remains our most relevant business as of December 31, 2025. We believe future growth in the use of card payment methods (credit, debit and prepaid cards) and other electronic payments will be driven by the cost, ease-of-use, and quality of services offered to consumers and businesses. In order to consistently increase and maintain our profitability, consumers and businesses must continue to use electronic payment methods. Moreover, our business, financial condition and results of operations may be negatively impacted if there is an adverse development in the payments industry or Brazilian market in general, such as new legislation or regulation that makes it more difficult for our clients to do business or utilize such payment mechanisms. For example, the Central Bank has developed an instant payment solution called Pix, which started operating in November 2020. This solution is an alternative for cash, payment slips (Boletos), wire transfers and debit transactions. According to the Central Bank, Pix's share of the total number of transactions rose from 1% in the fourth quarter of 2020 to 52% in the first half of 2025. In terms of Pix’s share of monetary volume, it increased from 1% to more than 26% over the same period. Since then, the Central Bank and competitors have been extending the scope of Pix. For instance, the Brazilian Central Bank is rolling out additional functionalities, such as Pix Parcelado (Pix installments) and Pix Automático (recurring Pix payments), to expand Pix’s use in credit-like and recurring payment situations, including e-commerce and subscriptions. Even though we offer products based on Pix, we cannot guarantee that this revenue line could be enough to offset a decline in the use of card payment methods. Our efforts to expand our product portfolio and market reach may not succeed and may reduce our revenue growth. Failure to successfully broaden the scope of products and services that are attractive may inhibit our growth and harm our business. Furthermore, we expect to continue to expand our markets in the future, and we may have limited or no experience in such newer markets. We cannot assure you that any of our products or services will be widely accepted in any market or that they will continue to grow in revenue. Our offerings may present new and difficult technological, operational, regulatory risks, and other challenges, and if we experience service disruptions, failures, or other issues, our business may be materially and adversely affected. Further, our newer activities may not lead to growth or recoup our investments in a timely manner or at all and may require significant management time and attention. If any of this were to occur, it could damage our reputation, limit our growth, and materially and adversely affect our business. Any acquisitions, investments, partnerships, joint ventures or divestments that we make or enter into could disrupt our business and harm our financial condition. Acquisitions, investments, partnerships and joint ventures may be part of our corporate development strategy to grow our business. We evaluate and expect in the future to evaluate potential strategic acquisitions, investments, and partnerships or joint ventures with complementary businesses, services or technologies. We may not be successful in identifying acquisition, investments, partnership and joint venture targets. In addition, we may not be able to successfully finance or integrate any businesses, services or technologies that we acquire, invest or with which we form a partnership or joint venture, and we may lose merchants as a result of any acquisition, investment, partnership or joint venture. Our competitors may be willing or able to pay more than us for acquisitions, which may cause us to lose certain acquisitions that we would otherwise desire to complete. Table of Contents FORM 20-F 26FY25 22 Furthermore, the integration of any acquisition (such as the Reclame Aqui acquisition, as defined in “Item 5—Operating and Financial Reviews and Prospects”), investment, partnership or joint venture may divert management’s time and resources from our core business and disrupt our operations, and such integration may be substantially more costly and time consuming than we had anticipated. Certain acquisitions, investments, partnerships and joint ventures we make may prevent us from competing for certain clients or in certain lines of business and may lead to a loss of clients. We may lose merchants as a result of acquisitions, investments, partnerships and joint ventures. We may spend time and money on projects that end up not increasing our revenue. To the extent we pay the purchase price of any acquisition in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with our common shares, it could be dilutive to our shareholders. To the extent we pay the purchase price with proceeds from the incurrence of debt, it would increase our level of indebtedness and could negatively affect our liquidity and restrict our operations. Finally, we may be forced to assume certain liabilities in connection with any acquisitions that we consummate, including unknown and contingent liabilities that we failed or were unable to identify while performing due diligence. We cannot ensure that any acquisition, investment, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations. In addition, we may from time to time pursue divestitures of certain of our businesses or assets as part of our optimization strategy. For example, in July 2025, following a strategic review of our software operations, we announced the sale of Simplesvet, Linx Sistemas and other software assets to third parties, both of which have since closed. These assets together represented a substantial portion of our software segment’s revenue and profitability in 2024. We also continue to evaluate the strategic fit of our remaining software businesses, which may be integrated into our core offerings or operated independently. We may pursue additional divestitures based on management’s evaluation of business strategies, performance or asset valuation. These activities involve inherent risks, including the possibility of completing a sale at lower-than-anticipated valuation levels or on other unfavorable terms, exposure to post-closing claims for indemnification or breach of transition-services obligations, and the operational challenges of separating integrated assets and personnel and redirecting internal resources to transition services, risks and challenges that could adversely affect our financial performance and may affect the market price of our Class A common shares. Moreover, following the completion of any such divestitures, we may continue to be exposed to legacy liabilities and claims relating to periods in which we owned or controlled the divested businesses. Under Brazilian law, asset sales and other corporate reorganizations do not necessarily shield sellers from claims or penalties arising from pre-closing conduct, and authorities or courts may seek to hold us, our subsidiaries or our current or former directors and officers jointly liable, including on theories of willful misconduct or bad faith. Allegations of this nature, or other legacy claims (including tax, labor, consumer, data protection or anti-corruption matters), could be costly and time-consuming to resolve, could result in significant payments or penalties and could adversely affect our reputation and results of operations. If we fail to manage our growth effectively, our business could be harmed. In order to manage our growth effectively, we must continue to strengthen our existing infrastructure, develop and improve our internal controls and risk management, create and improve our reporting systems, and timely address issues as they arise. These efforts may require substantial financial expenditure, commitments of resources, developments of our processes, and other investments and innovations. As we grow, we may not be able to execute as quickly as smaller, more efficient organizations. The services we render are designed to process very complex transactions and provide reports and other information concerning those transactions, at high volumes and processing speeds. Any failure to deliver an effective and secure service or any performance issue arising from a new service could result in significant processing or reporting errors or other losses. As a result, our growth efforts could result in increased costs and/or we could also experience a loss in business. Table of Contents FORM 20-F 26FY25 23 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. We pay assessment, interchange and other fees set by the payment schemes for each transaction we process. From time to time, the payment schemes may increase the assessment, interchange and other fees that they charge payment processors. We may also face increases in costs from macroeconomic factors such as a higher interest rate, which affects the financing costs of our prepayment and credit operations. Under our existing contracts with merchants, we are generally permitted to pass these fee increases along to our merchants through corresponding increases in our fees. However, if we are unable to pass through these and other fees in the future due to contractual or regulatory restrictions, competitive pressures or other considerations, it could have a material adverse effect on our business, financial condition and results of operations. Our holding company structure makes us dependent on the operations of our subsidiaries. We are a Cayman Islands exempted company with limited liability. Our material assets are our direct and indirect equity interests in our subsidiaries. We are, therefore, dependent upon payments, dividends and distributions from our subsidiaries for funds to pay our holding company’s operating and other expenses and to pay future cash dividends or distributions, if any, to holders of our Class A common shares, and we may have tax costs in connection with any dividend or distribution. Furthermore, exchange rate fluctuation will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries. See “—Financial Risks— We are exposed to fluctuations in foreign currency exchange rates”, “—Economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares” and “Item 8. Financial Information—A. Consolidated statements and other financial information—Dividends and dividend policy”. Risks Related to Legal and Regulatory Matters We are subject to costs and risks associated with increased or changing laws and regulations affecting our business. Specifically, developments in data protection and privacy laws could harm our business, financial condition or results of operations. The Brazilian regulatory and legal framework is characterized by its complexity and extensive scope, presenting significant compliance challenges. Our operations are subject to a complex range of laws, rules, and regulations across multiple jurisdictions and regulatory bodies, which significantly dictate our business practices. Some of the federal, state or local laws and regulations in Brazil that affect us regulate: (a) consumer products, product liability or consumer protection; (b) advertising, marketing and sales of products; (c) labor and employment, including wage and hour laws; (d) tax matters or interpretations thereof; (e) data protection and privacy; (f) antitrust and competition; and (g) securities and exchange. The applicable laws, rules, and regulations imposed on us are enforced by multiple different authorities and governing bodies in Brazil, which increases the regulatory and legal complexity. Under the Brazilian Data Protection Law (Law No. 13,709/18 or Lei Geral de Proteção de Dados) (“LGPD”) and its associated regulations, security breaches that may result in risk of significant damage to data subjects must be reported to ANPD, the Brazilian data protection regulatory body, and to the affected data subjects within 3 business days upon discovery that the incident has affected the personal data. Reporting such incidents may generate relevant costs, including but not limited to financial redress, reputational damage, and investigations, penalties and fines by the ANPD. The imposition of administrative sanctions and fines for non-compliance with the LGPD is governed by ANPD Resolution 4 (dated as of February 24, 2023). Table of Contents FORM 20-F 26FY25 24 The Central Bank also has specific legislation on cybersecurity and data protection. On April 8, 2021, the Central Bank approved Resolution 85, which establishes requirements for the engaging of relevant data processing, storage and cloud computing services by payment institutions authorized to operate by the Central Bank and determines the mandatory implementation of a cybersecurity policy. Central Bank Resolution 85 requires payment institutions to establish a formal internal cybersecurity policy and to incorporate specific mandatory clauses into all contracts involving relevant data processing, storage and cloud computing services. Such a complex and extensive legal and regulatory environment generates high compliance costs and exposes us to compliance and litigation risks. Any failure to comply with applicable laws, rules, and regulations, could result in the suspension or revocation of our licenses to conduct regulated activities and participate in payment schemes. Furthermore, we could be subject to substantial fines (including penalties calculated on a per transaction basis) and to disgorgement of profits. Such non-compliance may also trigger intervention by the Central Bank, insolvency proceedings, or the extrajudicial liquidation of any of our regulated subsidiaries. Regulatory non-compliance may also hinder our ability to offer our products and services effectively. We could be required to modify our business practices and enter into a Conduct Adjustment Agreement with regulatory bodies to bring our operations into compliance. We could also face private litigation and investigations or lawsuits initiated by Brazilian Public Prosecutor Offices. Beyond legal sanctions, any perceived or actual compliance breach could have a significant impact on our reputation as a trusted brand and could cause us to lose existing clients and prevent us from obtaining new clients. Our business is subject to extensive government regulation and oversight in Brazil and our status under these regulations may change. Violation of or compliance with present or future regulation could be costly, expose us to substantial liability and force us to change our business practices, any of which could seriously harm our business and results of operations. Certain of our subsidiaries are licensed and regulated under various Brazilian laws and regulations which includes specific regulations such as electronic payments, payment institutions, publicly-held company issuer of securities, financial institutions and trade repositories, among others. For example, we are subject to minimum requirements of paid-in capital stock and net equity, establishment of internal controls and procedures, implementation of risk management structures, observation of know your client, anti-money laundering and counter terrorist financing rules, cybersecurity rules, constitution of ombudsman office and preparation of accounting statements pursuant to the Standard Chart of Accounts of the National Financial System (Plano Contábil das Instituições do Sistema Financeiro Nacional - COSIF), and administrative penalties for noncompliance. In addition to country law and regulatory framework, the payment schemes’ rules are applicable to us. Each payment scheme has its own rules, which are approved by Central Bank. These rules are complex and extensive. For example, we must follow the Payment Card Industry Data Security Standard, a set of requirements designed to ensure that all companies that process, store, or transmit payment card information maintain a secure environment to protect Cardholder data. Regulators and payment schemes may increase enforcement of obligations, which may require us to review or expand our compliance program, adversely impacting our costs. The above laws, rules and regulations may be interpreted and applied differently over time, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business. For further information regarding these regulatory matters, see “Item 4. Information on the Company—B. Business overview— Regulatory Matters—Regulation of the SPB”. Table of Contents FORM 20-F 26FY25 25 The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial position and results of operations. We are, and may be in the future, party to legal (including class actions), arbitration and administrative investigations, inspections and proceedings arising in the ordinary course of our business or from extraordinary corporate, tax, regulatory or accounting events, involving our clients, suppliers, customers, as well as competition, government agencies, tax and environmental authorities, particularly with respect to civil, tax and labor claims, including those with respect to outsourced employees. For instance, in recent years we have observed an upward trend in the amount of our contingencies for labor related claims, which we expect to continue. Our indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Furthermore, there is no guarantee that we will be successful in defending ourselves in pending or future litigation or similar matters under various laws. Should the ultimate judgments or settlements in any pending litigation or future litigation or investigation significantly exceed our indemnity rights, they could have a material adverse effect on our business, financial condition and results of operations. Further, even if we adequately address issues raised by an inspection conducted by an agency or successfully defend our case in an administrative proceeding or court action, we may have to set aside significant financial and management resources to settle issues raised by such proceedings or to those lawsuits or claims, which could adversely affect our business. See “Item 8. Financial Information—A. Consolidated statements and other financial information—Legal proceedings” We may face restrictions and penalties under the Brazilian Consumer Protection Code. Brazil has a series of strict consumer protection statutes, including Law No. 8,078, dated as of September 11, 1990 known as the “Consumer Protection Code” (Código de Defesa do Consumidor), that are intended to safeguard consumer interests and that apply to all companies in Brazil that supply products or services to Brazilian consumers. These consumer protection provisions include protection against misleading and deceptive advertising, protection against coercive or unfair business practices and protection in the formation and interpretation of contracts, usually in the form of civil liabilities and administrative penalties for violations. These penalties are often levied by the Brazilian Consumer Protection Agencies (Fundação de Proteção e Defesa do Consumidor, or “PROCONs”), which oversee consumer issues on a district-by-district basis. Companies that operate across Brazil may face penalties from multiple PROCONs, as well as the National Secretariat for Consumers (Secretaria Nacional do Consumidor, or SENACON). As of December 31, 2025, we were party to approximately 1,541 proceedings with PROCONs . Additionally, as of the same date, we were subject to approximately 3,893 active judicial claims in Special Civil Court. Should these consumers prevail, or should further claims result in adverse outcomes, we may face reduced revenues due to refunds and fines, which could negatively impact our financial position. The figures mentioned in this paragraph do not consider the companies of the Software Business. We are subject to regulatory activity and antitrust review and litigation under competition laws. The Conselho Administrativo de Defesa Econômica (“CADE”) is the Brazilian antitrust authority. Other companies or governmental agencies may allege that our actions violate antitrust or competition laws or otherwise constitute unfair competition. Contractual agreements with buyers, sellers, or other companies and our unilateral business practices could give rise to regulatory action or antitrust investigations or litigation. CADE may perceive our business to have such significant market power that otherwise uncontroversial business practices could be deemed anticompetitive. Any such claims and investigations, even if they are unfounded, may be expensive to defend, involve negative publicity and substantial diversion of management time and effort, and could result in significant judgments against us. In 2023, two of our subsidiaries were exonerated in antitrust procedural inquiries. CADE’s decisions may be adverse to us, having a negative effect on our business model, operating results and financial condition. Table of Contents FORM 20-F 26FY25 26 We are subject to anti-corruption, anti-bribery and anti-money laundering laws and regulations. The highly automated nature of, and liquidity offered by our products and services make us a target for illegal or improper uses. In addition, Brazil has a high risk of corruption, and we are subject to anti-corruption, anti-bribery and anti-money laundering laws and regulations, including the Brazilian Federal Law No. 12,846, dated as of August 1, 2013 (“Clean Company Act”), and the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). Both the Clean Company Act and the FCPA impose liability against companies who engage in bribery of government officials, either directly or through intermediaries. In addition, there have been public reports and statements indicating that the current U.S. administration is evaluating whether to designate certain criminal organizations with operations in Brazil, including groups such as Primeiro Comando da Capital (PCC) and Comando Vermelho (CV), as foreign terrorist organizations (“FTOs”). While no such designations have been made to date, any such action would expand the scope of U.S. enforcement authorities and could subject individuals and entities that are found to have provided “material support” to such organizations, a concept that is broadly defined, to significant criminal and civil liability, thereby increasing regulatory and compliance risks for companies with operations in Brazil. If we make errors, failures, violations or delays in complying with anti-corruption, anti-bribery and anti-money laundering laws and regulations, or if we or any of our employees, contractors, agents, officers or other persons with whom we conduct business have or are deemed to have a nexus to an FTO, we could suffer criminal, administrative and civil liabilities and/or lawsuits, significant fines and penalties, forfeiture of significant assets, or other enforcement action (including from the U.S. Department of Justice) as well as reputational harm. Certain ongoing legislative and regulatory initiatives under discussion by the Brazilian Congress, the Central Bank and the broader payments industry may result in changes to the regulatory framework of the Brazilian financial services industry and may have an adverse effect on us. In addition to being complex and extensive, our regulatory and legal environment is continuously changing. There can be no guarantee that we will have sufficient financial and technical resources to comply with changes or successfully compete in the context of a shifting regulatory and legal environment. Changes may be in the form of new laws and regulations, or amendments or changes in interpretations of existing laws and regulations. Changes could adversely affect us by, for example, increasing competition and costs associated with compliance, requirements, actions, fines, penalties, and enforcements; diverting the attention of some of our senior management team; causing delays in planned product improvements; requiring us to change our processes and operations; reducing the demand or popularity of our products and services; making it difficult for new customers to join our network; limiting our ability to grow; reducing the attractiveness of our products and services; and preventing us from offering existing products and services. In recent years, the Brazilian government, the Central Bank and other regulatory authorities have introduced significant regulatory changes for financial services which impact or may impact our business, including new rules regarding cybersecurity standards and governance requirements. The Central Bank issued several regulations related to the Brazilian financial services industry, aiming to increase competitiveness in the sector, strengthen risk management, encourage the development of new solutions and the differentiation of products to consumers, and promote the increased use of electronic payment means. Such measures include but are not limited to: Table of Contents FORM 20-F 26FY25 27 •Pix – in 2020, the Central Bank launched an instant payments ecosystem that enables real-time transactions among individuals and entities on a 24/7 basis (“Pix”). Pix has since become one of the main payment instruments in Brazil and is the preferred alternative to debit and pre-paid transactions. The growth of Pix may have resulted and may continue to result in a loss of interest from our prospective and existing clients in using the payments schemes that we operate, and make it more difficult for us to retain or attract clients. The Brazilian Central Bank and market participants are also rolling out additional functionalities, such as Pix Parcelado (Pix installments) and Pix Automático (recurring Pix payments), to expand Pix’s use in credit-like and recurring payment situations, including e-commerce and subscriptions. As customers and merchants increasingly adopt Pix for both immediate and deferred payments, our transaction volumes, interest income, and fee-based revenues from credit cards and other credit products may decline. For further details on Pix regulation and innovation refer to “Item 4. Information on the Company - B. Business Overview - Pix”. •Open Finance – in 2020, the Central Bank and CMN published the initial set of guidelines and standards for the implementation of the Open Financial System (“Open Finance”) in Brazil. Stone IP, as a payment institution that provides payment accounts to its clients, is a mandatory participant in certain phases of Open Finance and as a result must comply with the applicable Open Finance regulations, self-regulation and other data guidelines, as well as stringent customer authentication regulations and Brazilian privacy laws such as the LGPD, under which data can only be shared with the explicit consent of the user. Compliance with such regulations may increase our costs and we are at risk of being subject to fines and penalties if we fail to comply. In addition, competitors may use data on our clients for their business goals and provide services to them within Open Finance context. For example, Payment Initiation Service Providers require the initiation of payment transactions without (a) managing a payment account; and (b) intermediating, at any time, the funds transferred in the respective payment transaction. If that were to happen, we may lose clients to competitors, which would harm our business. •Prudential Conglomerates and Minimum Capital Requirements – in 2021, the Central Bank introduced new rules setting out new accounting criteria applicable to prudential conglomerates headed by payment institutions. Under the new rules, we must maintain minimum capital adequacy ratio in relation to our risk-weighted assets (“RWA”), which are assessed in a manner similar to the Basel Committee on Banking Supervision (BCBS) standards, yet applying specific requirements to address payment-related risks. The Central Bank may introduce additional requirements related to the components of such calculation in the future. •Brazilian Worker Food Program (Programa de Alimentação do Trabalhador - PAT) - In 2022, the Brazilian Congress introduced the duty of openness and interoperability for the card schemes of Brazilian Worker Food, which was regulated by the Brazilian Decree No. 12,712, enacted as of November 11, 2025. Recently, the criteria for openness and interoperability for those card schemes have been the subject of legal disputes, and the courts may take some time to reach a final decision. If the courts rule that the duty for openness and interoperability of Brazilian Worker Food Program card schemes is unlawful, we may lose clients and revenue to competitors, which would harm our business. •Central Bank Resolution No. 150/21 also sets forth guidelines for payment scheme settlement. In this context, as a result of Public Consultation No. 104/24, Central Bank Resolution No. 522/25 sought to enhance these rules in three key areas, which will be updated by the payment scheme settlor until May 2026: (i) centralized risk management; (ii) transparency of scheme fees; and (iii) anti-money laundering and counter-terrorism financing (AML/CFT) measures. While these provisions could help reduce participants’ financial exposure—since the settlor would be responsible for residual risks—they may also require acquirers to make additional contributions to the risk management mechanisms set by the scheme. These measures are in various phases of development, whether as part of legislative or regulatory initiatives and the overall impact of any such reform proposals is difficult to estimate. Additionally, any future legislative or regulatory initiatives that would bring restrictions over the number of installments in credit card operations in Brazil may have an adverse effect on us. Table of Contents FORM 20-F 26FY25 28 The discount rates that we charge merchants for the early payment of their card receivables is an example of changing regulations. This prepayment solution represents a significant portion of our financial income. There was some debate about whether the discount rates applicable to early payment of card receivables should be capped under the limits set by Brazilian Decree No. 22,626 of April 7, 1933 (“Usury Law”). Nevertheless, Brazilian Law No. 14,905 of June 28, 2024, amended the Usury Law to explicitly exclude from its scope operations performed by institutions authorized to operate by the Central Bank. Therefore, the cap mentioned above is not applicable to Stone IP’s operations. However, we cannot assure you that there will not in the future be new or amended laws preventing us from providing those operations or limiting the fees we may charge. As our business grows, we may become subject to more regulations. As we offer new products and services and enter new markets, we may become subject to additional laws, rules and regulations. For example, offering financial products such as loans directly to our clients, including in the form of Stone SCD, or term deposits through Stone SCFI has required us to have additional compliance policies, procedures, regulatory and risk management requirements, as well as a more extensive interaction with the Central Bank, and we may not recover our investments in these new products in a timely manner or at all. For example, we may be unable to attract customers, fail to anticipate competitive conditions or fail to adapt and tailor our services to different markets. The realization of any of the risks above (either alone or in combination) could prevent us from scaling this line of business, impair future revenue streams, and expose us to reputational and regulatory risks, any of which could materially and adversely affect our business and financial condition. Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws may adversely affect our results of operations. Changes in tax laws, regulations, related interpretations and tax accounting standards in Brazil, the Cayman Islands or the United States may result in a higher tax rate on our earnings and revenues. If the taxes applicable to our business increase or any tax benefits are revoked, our business could be harmed. For example, in 2015 the Brazilian government increased the rate of PIS/COFINS tax (which is a tax levied on revenues) from 0% to approximately 4.65% on financial income. Additionally, following the approval of Bill of Law (PL) No. 128 in late 2025, the Social Contribution on Net Profit (CSLL) rate applicable to payment institutions was increased, which may further impact our net income. See “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Description of Principal Line Items — Income Tax and Social Contribution” for more information. Our payment processing activities are also subject to a Municipal Tax on Services (ISS). Any increases in ISS rates would also harm our profitability. The Brazilian Tax Reform, enacted through Constitutional Amendment No. 132/2023 and further regulated by Complementary Laws No. 214/2025 and No. 227/2026, introduces substantial changes to the indirect tax framework applicable to our business and the payment ecosystem in which we operate. The replacement of existing taxes (ICMS, ISS, and PIS/Cofins) with the IBS and CBS, combined with the introduction of a split payment system — under which payment institutions would be responsible for operationalizing the collection of consumption taxes from merchants — may impose significant operational, technological, and compliance burdens on us and on the broader ecosystem of merchants, acquirers, and financial institutions with which we interact. Although certain safeguards have been established for payment institutions, including exemption from tax liability under the split payment framework, key aspects of the reform remain subject to future regulation, particularly regarding ancillary obligations and the specific taxation of the financial sector. The transition period, spanning from 2026 to 2032, introduces a prolonged period of regulatory uncertainty during which we may be required to adapt our systems, processes, and commercial arrangements on an ongoing basis. Any increase in the overall tax burden applicable to our business or to the merchants and partners within our ecosystem, as well as any failure to timely adapt to new rules and requirements, could result in higher costs and materially and adversely affect our business, financial condition, and results of operations. Table of Contents FORM 20-F 26FY25 29 We benefit from certain tax incentives granted to technological research and technological innovation development activities, provided for in Law No. 11,196 (“Lei do Bem”). In 2025, Complementary Law (LC) No. 224 was enacted, establishing a 10% reduction in various tax benefits. While initial interpretations of LC No. 224/2025 suggested that such reduction could apply to the incentives provided by Lei do Bem, the Brazilian Federal Revenue Service (Secretaria da Receita Federal do Brasil – RFB) subsequently issued Normative Instruction (IN) No. 2,305, clarifying that the Lei do Bem is excepted from this 10% cut. Our ability to benefit from these incentives still depends on the fulfillment of certain obligations. Failure to comply with certain obligations in accordance with the applicable rules and/or sending the documentation required for the granting of such incentives, may result in the loss of the right to incentives not yet used and the collection, by the tax authorities, of the amount corresponding to the unpaid taxes as a result of incentives already used, plus fines and interest provided for in tax legislation, without prejudice to any applicable criminal sanctions, which may adversely affect us. If the tax benefits currently granted expire, are extinguished, or are cancelled, we cannot assure you that such benefits will be renewed or that our subsidiaries will succeed in obtaining new tax benefits on equally favorable terms. If such benefits are not renewed, our business could be adversely affected. Some tax rules related to collection, ancillary obligations or even changes on tax rates in Brazil can change without prior notice or vacancy period for their implementation. We may not always be aware of all such changes that affect our business and we may therefore fail to pay the applicable taxes or otherwise comply with tax regulations, which may result in additional tax assessments, penalties and interests for our company. Furthermore, we are subject to tax laws and regulations that may be interpreted differently by tax authorities, judicial or administrative courts and us. The application of indirect taxes, such as sales and use tax, value-added tax, or VAT, provincial taxes, goods and services tax, business tax and gross receipt tax, to businesses like ours is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations. In many cases, the ultimate tax determination is uncertain because it is not clear how existing statutes apply to our business. One or more states, or Municipalities, the Brazilian government or other countries may seek to challenge the taxation or procedures applied to our transactions imposing the charge of taxes or additional reporting, record-keeping or indirect tax collection obligations on businesses like ours. New taxes could also require us to incur substantial costs to capture data and collect and remit taxes. If such obligations were imposed, the additional costs associated with tax collection, remittance and audit requirements could have a material adverse effect on our business and financial results. On December 20, 2023, Constitutional Amendment (EC) No. 132/2023 (“Tax Reform”) was enacted, replacing several of the current “indirect taxes” (ICMS, ISS, and PIS/Cofins) with the Goods and Services Tax (IBS) and the Contribution on Goods and Services (CBS). Further, on January 16, 2025, the President of Brazil enacted Complementary Law No. 214, which further regulates such indirect taxes and other matters, including the establishment of a specific tax collection system. On January 13, 2026, Complementary Law No. 227 was enacted, which provides for the functioning of the Managing Committee — the government body responsible for overseeing tax collection — and addresses the tax rates applicable to the financial sector. It is important to mention that future regulations will provide for the operationalization of the ancillary obligations as well as key points regarding the taxation of the financial sector. The split payment system introduces a new tax collection framework where payment institutions would be responsible for operationalizing the collection of consumption taxes from merchants. Some safeguards have been established in favor of payment institutions, such as exemption from tax liability under the split system. This Tax Reform will be subject to a transition phase, lasting from 2026 to 2032. For now, we are unable to foresee when and how the new pending regulations will come, nor how the rules will be applied. Any increases in the overall tax burden applicable to our business could result in higher costs for us and, as a result, materially and adversely affect our profitability. Table of Contents FORM 20-F 26FY25 30 Risks Relating to Our Operations Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks, which could expose us to losses and liability and otherwise harm our business. We operate in a political and economically volatile country and in a rapidly changing industry. In recent years, we have experienced significant changes to our business, including the launch of new products and services, entering into new areas of activity (credit and banking) and undertaking strategic acquisitions. In addition, the number of clients and their transactions, the complexity and risks of our new products and services, counterparties, suppliers and third-party service providers that work with us has increased. As a result, our risk management policies are challenged to deal with an increasing number of complex risks. For example, we are responsible for vetting and monitoring our clients and determining whether the transactions we process for them are lawful. In this context, our risk management policies, procedures, techniques, and processes may not be partially or fully effective in identifying, monitoring and managing our risks, which may result in financial and reputational losses and liabilities, including civil and criminal. Because we heavily rely on statistical and artificial intelligence methods in our risk management, we are dependent on data and models. We work with internal data (clients, counterparties, transactions, etc.) and data provided by third parties. In some cases, that information may not be accurate, complete or up to date, which can result in errors. We face model risk because we may, among other reasons, be unsuccessful in determining the appropriate models (i.e., by selecting the wrong variables or not selecting important variables), by failing to choose the appropriate quantitative methods, by failing to detect and properly treat regime changes in the available sample, or by making operational errors in deploying the model to production environment. Quantitative modeling is a central activity of our risk management team. It is especially important to credit risk, market risk and fraud detection and prevention. Indeed, we face model risk in almost all areas of our business. For example, we are dependent on quantitative modeling to make decisions in areas such as logistics, customer relations and engagement, finance, credit, fraud prevention, marketing and strategy. Cybersecurity attacks could result in data breaches and severely damage our reputation, business and financial condition. Our business is vulnerable to cybersecurity attacks, which could have a significant impact on our operations. As we expand our banking and credit business lines, our risk of being subject to cybersecurity attacks increases. Brazilian businesses are particularly subject to frequent cybersecurity attacks. The techniques used to obtain unauthorized, improper, or illegal access to our systems, our data, client data or end-user data, disable or degrade service, or sabotage systems are constantly evolving and have become increasingly complex and sophisticated, may be difficult to detect quickly, and may not be recognized or detected until after they have been launched against a target. These attacks can be carried out by hackers, linked or not to criminal groups, aimed at stealing sensitive data, money, or disrupting our operations. The cyber risks that we are exposed to include but are not limited to: •Data theft: Hackers can steal confidential information, such as credit card numbers, bank account information, passwords, and personal identification data. •Phishing and spear phishing attacks: Phishing attacks can be used to steal confidential information or install malware on our systems. •Malware: Malware can be used to steal our data or disrupt our operations. •Ransomware: Ransomware is a type of malware that can restrict our access to our files, data and operations and can demand ransom in exchange for restoring any of the items mentioned. Table of Contents FORM 20-F 26FY25 31 •Denial of Service (DDoS) attacks: DDoS attacks can overwhelm our systems, making them inaccessible. •Social engineering attacks: Hackers can use social engineering to manipulate our employees and gain access to confidential systems and data. •Software and hardware vulnerabilities: Vulnerabilities in our software and hardware can be exploited by hackers to access the institution's systems. •Insider attacks: Cyberattacks can also be carried out by malicious employees who have access to confidential systems and data. Cybersecurity attacks have become more frequent, sophisticated, and riskier. In 2025, Brazil faced a series of cybersecurity attacks that resulted in the illicit transfer of hundreds of millions of Brazilian reais. For instance, the highest profile case was an attack on C&M Software. The fraud involving C&M Software, which occurred between June and July 2025, represented an unprecedented attack on the infrastructure of the Brazilian payment system. Unlike common scams targeting cardholders, this criminal action exploited the company's role as an information technology service provider, which connects medium-sized banks and fintechs directly to the Central Bank for Pix settlement. Through the co-opting of an internal employee and the use of social engineering, the fraudsters obtained privileged credentials and legitimate digital certificates. With this access, they managed to bypass security layers and trigger automated payment orders from the financial institutions' reserve accounts, embezzling an estimated amount between R$800 million and R$1 billion (approximately US$150 million - US$190 million). The impact of the operation was immediate, forcing the Central Bank to disconnect C&M from the system and paralyzing Pix functionality for thousands of users across various fintechs. The diverted capital was dispersed through a network of "mule" accounts and quickly converted into cryptocurrencies to hinder international tracking. The episode served as a watershed moment for the sector, compelling the regulator to impose much stricter cybersecurity standards and third-party risk monitoring for all entities operating within the vital infrastructure of the national financial system. Any integration of artificial intelligence in our or any third party’s operations is expected to pose new or unknown cybersecurity risks and challenges. The consequences of a cybersecurity attack could severely harm us through financial and reputational losses, regulatory penalties, and impact on our clients’ business. 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. Our business could be materially and adversely affected by natural disasters, such as fires or floods, or other events, such as wars, acts of terrorism, environmental accidents, power shortages, communication interruptions, pandemics or epidemics. These events could cause us to close our operating facilities temporarily. In addition, our net sales could be materially reduced to the extent that a natural disaster, health epidemic or other major event harms the economy of the countries where we operate. Our operations could also be severely disrupted if our clients or other participants were affected by natural disasters, health epidemics or pandemics or other major events. Such events could also negatively impact our clients and other participants’ operations in a way that harms our business. Our insurance policies may not be sufficient to cover all claims. Our hedge and insurance policies may not adequately mitigate all the risks to which we are exposed. For example, as of the date of this report, we do not maintain insurance policies contracted specifically for property, business interruptions or cybersecurity. A significant claim not covered by our insurance, in full or in part, may result in significant expenditures by us. Moreover, we may not be able to maintain insurance policies in the future at reasonable costs or on acceptable terms, which may adversely affect our business. Table of Contents FORM 20-F 26FY25 32 Our systems and our third-party providers’ systems may fail, which could interrupt our service, cause us to lose business and increase our costs. We are dependent on the ability of our products and services to integrate with a variety of systems, including but not limited to software, data centers, cloud infrastructures, telecommunications and internet networks. Our card transactions, for example, are dependent on telecommunications, internet, cloud infrastructures and data centers, among others. We depend on the efficient and uninterrupted individual and joint operation of them. These systems and operations could be exposed to damage or interruption due to, among other things, the occurrence of spikes in user volume, fire, natural disaster, power loss, human errors, telecommunications failure, cyber-attacks, acts of terrorism, vandalism or sabotage, unauthorized entry, hosting disruptions, capacity constraints or computer viruses. We rely on a combination of our own systems and systems licensed to us by third-party providers. We rely on our subsidiary, Buy4 Processamento de Pagamentos S.A., to provide transaction authorization and settlement, computing, storage, processing and other related services for card transactions. Our operations depend, in part, on our providers’ ability to protect their facilities against damage or interruptions and their continued provision of services, as well as to providing us adequate advanced notice in the event that they decide to close a facility. Our solutions, including hardware and software, interoperate with mobile networks offered by telecom operators and mobile devices developed by third parties. Changes in these networks or in the design of these mobile devices may limit the interoperability of our solutions with such networks and devices and require modifications to our solutions. If we are unable to ensure that our hardware continues to interoperate effectively with such networks and devices, or if doing so is costly, our business may be materially and adversely affected. We utilize data center hosting facilities from third-party service providers to make certain products and services available to our customers. See “Item 4. Information on the Company - D. Property, plants and equipment” for information regarding our data center facilities. We also rely on card issuers and payment schemes to process our transactions. It is mandatory under the Central Bank rules that Acquirers register daily in trade repositories all card receivables owned by merchants (credit and debit). On the other hand, it is also mandatory that institutions willing to negotiate those receivables also register their contracts in such trade repositories. Therefore, as our group includes an Acquirer (Stone IP) and a financial institution (Stone SCD), it registers the merchants’ receivables through TAG Tecnologia para o Sistema Financeiro S.A. (“TAG”) (a StoneCo company), and its contracts through TAG, CERC Central de Recebíveis S.A. (“CERC”), CIP S.A. (“Nuclea”), and B3 S.A. - Brasil, Bolsa, Balcão (“B3”). Any failure to settle the merchant’s receivables in accordance with the information registered in the trade repository is considered an Acquirers’ misconduct. Under existing rules, while Acquirers may only choose one trade repository, increasing risks due to system failures, financial institutions may choose as many as they want, mitigating system unavailability risks. On June 6, 2021, the interoperability between financial market infrastructures (TAG, CERC, Nuclea and, more recently, B3) was launched under the rules of the Central Bank. Pursuant to applicable rules, the Acquirer must settle the merchants’ receivables in accordance with the information registered in the chosen trade repository and contracts regarding card receivables are only effective and made public when registered in a trade repository. We also rely on the Central Bank’s Brazilian Payment System (Sistema Brasileiro de Pagamentos, SPB) and Instantaneous Payment System (Sistema de Pagamentos Instantâneos, SPI) to receive and send funds electronically in our platform that serves acquiring, banking and credit businesses. Our systems, our subsidiaries’ systems, and those of third parties have experienced defects, errors, delays, and other difficulties in processing our transactions (for example payment, banking, and credit transactions), communication channels with our clients, and our internal operations. If they experience such problems in the future, they could result in: •Loss of clients or early termination of customer contracts. •Loss of revenues, including subscription revenues owed from equipment rentals. •Loss of merchant and Cardholder data. Table of Contents FORM 20-F 26FY25 33 •Loss of reputation resulting from negative publicity. •Penalties applied by Visa, Mastercard or other payment schemes, including loss of licenses and fines. •Loss of Central Bank authorizations granted by the Central Bank to operate as a payment institution (instituição de pagamento), a direct credit company (sociedade de crédito direto), a trade repository (entidade registradora), and a financial services company (Sociedade de Crédito, Financiamento e Investimento S.A.) in Brazil. •Fines or other penalties imposed by the Central Bank, as well as other measures taken by the Central Bank, including intervention, temporary special management, insolvency proceedings, and/or the out-of-court liquidation of Stone IP and any of our subsidiaries to whom licenses may be granted in the future. •Fines or other penalties imposed by ANPD. •Exposure to fraud losses or other liabilities. •Indemnity actions imposed by customers. •Additional operating and development costs. •Diversion of technical and other resources. While much of our processing infrastructure is located in multiple, redundant data centers and clouds, we have some core business systems that are located in only one facility and do not have redundancy. An adverse event that results in the unavailability of such systems or the facilities in which they are located could harm us. Any changes in systems or networks belonging to third-party providers that degrade the functionality of our products and services may result in additional costs or requirements on us re-establishing the proper level of the functionality, or give preferential treatment to competitive services, including their own services, could materially and adversely affect usage of our products and services. While we maintain four data centers and cloud infrastructure operating across multiple regions, which provides meaningful resilience within areas under our direct control, we cannot assure that our disaster recovery and business continuity plans are adequate or will function as intended when activated. Our operations also use third-party providers' systems whose own resilience and recovery capabilities are outside our direct control. A failure in any of these dependencies during a recovery scenario could extend our recovery timeline beyond what our plans contemplate. If our disaster recovery or business continuity plans prove inadequate, we could experience prolonged service interruptions, fail to meet settlement obligations, lose Central Bank authorizations and suffer reputational and financial harm. Table of Contents FORM 20-F 26FY25 34 Our use of open source software could negatively affect our ability to sell our solutions and subject us to possible litigation. Our solutions incorporate and are dependent to some extent on the use and development of open source software and we intend to continue our use and development of open source software in the future. Such open source software is generally licensed by its authors or other third-parties under open source licenses and is typically freely accessible, usable and modifiable. Pursuant to such open source licenses, we may be subject to certain conditions, including requirements that we offer our proprietary software that incorporates the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and that we license such modifications or derivative works under the terms of the particular open source license. If an author or other third-party that uses or distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our solutions that contained or are dependent upon the open source software and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our solutions. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research and development resources to change our platform. The terms of many open source licenses to which we are subject have not been interpreted by courts. The potential impact of these terms on our business is uncertain and may result in unanticipated obligations regarding our solutions and technologies. Furthermore, any requirement to disclose our proprietary source code, termination of open source license rights or payments of damages for breach of contract could be harmful to our business, results of operations or financial condition and could help our competitors develop products and services that are similar to or better than ours. In addition to risks related to license requirements, use of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties, controls on the origin or development of the software, or remedies against the licensors. Many of the risks associated with the usage of open-source software cannot be mitigated and could adversely affect our business. Although we believe that we have complied with our obligations under the various applicable licenses for open-source software, it is possible that we may not be aware of all instances where open-source software has been incorporated into our proprietary software or used in connection with our solutions or our corresponding obligations under open-source licenses. We do not have open source software usage policies or monitoring procedures in place. We rely on multiple software programmers to design our proprietary software and we cannot be certain that our programmers have not incorporated open-source software into our proprietary software that we intend to maintain as confidential or that they will not do so in the future. Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services could expose us to liability, protracted and costly litigation and damage our reputation. Our business involves the collection, storage, processing and transmission of customers’ personal data, including names, addresses, identification numbers, credit or debit card numbers and expiration dates and bank account numbers. Concerns about data security are increased when we transmit information. Electronic transmissions can be subject to attack, interception or loss. Also, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate our systems or those of our associated participants, which can impact the confidentiality, integrity and availability of information. In addition, data security threats may derive from human error, fraud and malice on the part of our third-party employees, and accidental technological failure. Table of Contents FORM 20-F 26FY25 35 In the scope of our activities, we share information with third parties, including commercial partners, third-party service providers and other agents, which we refer to collectively as “associated participants”, who collect, process, store and transmit sensitive data. Given the rules established by the payment scheme settlors, such as Visa and Mastercard, and applicable regulations, we may be held responsible for any failure or cybersecurity breaches attributed to these third parties insofar as they relate to the information we share with them. The loss, destruction or unauthorized modification of data of the end users of payment services (e.g., payers, receivers, Cardholders, merchants, and those who may hold funds in their accounts) by us or our associated participants or through systems we provide could result in significant fines, sanctions and proceedings or actions against us by payment schemes, ANPD or third parties. In addition, a significant data breach from our systems and communications could result in payment schemes prohibiting us from processing transactions on their schemes or the loss of Central Bank authorization to operate as a payment institution in Brazil, which could materially impede our ability to conduct business. Our encryption of data and other protective measures may not prevent unauthorized access or use of data and sensitive data. A breach of our system or that of one of our associated participants may subject us to material losses or liability, assessments and claims for unauthorized purchases with misappropriated credit, debit or card information, impersonation or other similar fraud claims. Misuse of such data or a cybersecurity breach could harm our reputation and deter merchants from using electronic payments generally and our products and services specifically. In addition, any such misuse or breach could cause us to incur costs to correct the breaches or failures, expose us to uninsured liability, increase our risk of regulatory scrutiny, subject us to lawsuits, and result in the imposition of material penalties and fines under state and federal laws or regulations or by payment schemes. We cannot assure you that there are written agreements in place with every associated participant or that such written agreements will prevent the unauthorized use, modification, destruction or disclosure of data or enable us to obtain reimbursement from associated participants in the event we should suffer incidents resulting in unauthorized use, modification, destruction or disclosure of data. In addition, many of our associated participants are small- and medium-sized agents that have limited competency regarding data security and handling requirements and may thus experience data losses. Any unauthorized use, modification, destruction or disclosure of data could result in protracted and costly litigation. We may not be able to successfully manage our intellectual property and may be subject to infringement claims. Our business relies on a number of forms of intellectual property rights, including trademarks, domain names, software, know-how, trade secrets technologies and other proprietary information, and we use a combination of contractual provisions, confidentiality procedures, and other approaches to establish and protect our intellectual property rights. We have been granted numerous trademarks and software covering our brands and products and have filed, and expect to continue to file, trademark applications before the patent, trademark and software offices in a number of jurisdictions, including the Brazilian Patent and Trademark Office (INPI) seeking to protect newly developed trademarks and products. We cannot be sure that intellectual property rights will be granted with respect to any of our trademarks, applications will be granted, or that any such patent, trademark and software offices shall continue to protect our intellectual property rights with respect to any of our trademarks, applications and products. We may not be able to successfully manage our intellectual property and may be subject to infringement claims. Table of Contents FORM 20-F 26FY25 36 Third-parties may challenge, invalidate, circumvent, infringe, misappropriate or otherwise violate any existing or future intellectual property assets requested by, issued to, or licensed by, us. Additionally, our intellectual property rights may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, to our business, and as a result, we may be forced to engage in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. There is also a risk that we may, by omission, fail to renew our intellectual property rights on a timely basis in certain jurisdictions. Moreover, others, including our competitors, may independently develop similar technology, duplicate our services or design around our intellectual property, and in such cases, we may not to be able to assert our intellectual property rights against such parties. Furthermore, our contractual arrangements may not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure of our confidential information. We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights, trade secrets and know-how, which is expensive and time-consuming, could cause a diversion of resources and may not prove successful. Such cases may expose us and negatively affect the use of our intellectual property and we may be prohibited from continuing to exploit them. Due to the rapid pace of technological change in our industry, aspects of our business and our services rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all. The loss of intellectual property protection, the inability to obtain third-party intellectual property or delay or refusal by relevant regulatory authorities to approve pending intellectual property registration applications could harm our business and ability to compete. We may also be subject to costly litigation in the event our services and technology infringe upon, misappropriate or otherwise violate a third-party’s proprietary rights. Third parties may have, or may eventually be issued, patents, trademarks, trade secrets or other intellectual property that may be infringed upon, misappropriated or otherwise violated by our services, or may otherwise conflict with our own proprietary rights. We may also be subject to claims by third-parties alleging that we have breached any of our applicable copyright, trademark, license usage or other intellectual property licenses or agreements. Any such claim from third-parties may be expensive, time consuming and result in a limitation of our ability to use the intellectual property subject to such claims and may prevent us from registering certain trademarks, domain names, industrial designs, patents or other intellectual property assets. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies like ours. Even if we believe that intellectual property related claims brought by such individuals are without merit, defending against such claims is time-consuming and expensive and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement also might require us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards, change our brands, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our services or using certain of our brands. Even if we have an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. If we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be adversely impacted. Table of Contents FORM 20-F 26FY25 37 In a dynamic industry like ours, the ability to attract, recruit, develop and retain key personnel and qualified employees is critical to our success and growth. If we are not able to do so, our business, financial condition and results of operations may be adversely affected. We are dependent upon the ability and experience of several key personnel who have substantial experience with our operations and in the markets in which we offer our products and services. Many of our key personnel have worked for us for a significant amount of time or were recruited by us specifically due to their industry experience. It is possible that the loss of the services of one or a combination of our senior executives or key managers could have a negative effect on us. On November 13, 2024, the Central Bank enacted Resolution No. 432 that establishes minimum standards for management compensation policies in payment institutions, in line with FSB (Financial Stability Board) Principles for Sound Compensation Practices and their implementation standards. In a similar manner, CMN Resolution No. 5,177, enacted in September 2024, extended to SCDs management compensation standards already applicable to other financial institutions (such as Stone SCFI). Furthermore, in order for us to successfully compete and grow, we must attract, recruit, develop and retain the necessary personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs. We also must develop our personnel to provide succession plans for our existing key personnel in order to be capable of maintaining continuity in the midst of the inevitable unpredictability of human capital. However, the market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors. For instance, our Stone Agents are highly trained and, accordingly, we may face challenges in recruiting and retaining such qualified personnel. Our efforts to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. We cannot assure you that qualified employees will continue to be employed or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel could have a material adverse effect on our business, financial condition and results of operations. We may identify material weaknesses in our internal control over financial reporting and, if we fail to maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud. We cannot provide assurance that significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. If we fail to maintain the adequacy of our internal control over financial reporting, as the laws, regulations and policies standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to maintain an effective internal control environment, we could suffer material misstatements in our financial statements, fail to meet our reporting obligations or fail to prevent fraud, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets and harm our results of operations. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions. Degradation of the quality of the products and services we offer, including support services, could adversely affect our ability to attract and retain clients and partners and client attrition or a decline in our clients’ growth rate could cause our revenues to decline. We experience churning in our client base resulting from several factors, including but not limited to business closures, transfers of clients’ accounts and credit products or a reduction in same-store sales. We may not be able to accurately predict the level of churn in the future and our revenues could decline as a result of higher-than-expected churn, which could have a material adverse effect on our business, financial condition and results of operations. Table of Contents FORM 20-F 26FY25 38 Our clients expect a consistent level of quality in the provision of our products and services. The support services that we provide are also a key element of the value proposition to our clients. If the reliability or functionality of our products and services is compromised or if the quality of those products or services is otherwise degraded, or if we fail to continue to provide a high level of support, we could see an increase in our client churn and find it harder to attract new clients and partners. Our growth to date has been partially driven by the growth of our clients’ businesses and the resulting growth in usage of our products and services, mainly driven by TPV and credit disbursements. Should the rate of growth of our clients’ business slow or decline, generated by macroeconomic or industry factors, this could have an adverse effect on volumes processed and on the usage of our products and services, therefore leading to an adverse effect on our results of operations. If we are unable to scale our support functions to address our growth, the quality of our support may decrease, which could adversely affect our ability to attract and retain clients and partners. We are dependent on a few manufacturers for a substantial amount of our POS devices. We are at risk of shortage, price increases, changes, delay or discontinuation of key components from our POS device manufacturers, which could disrupt and harm our business. Our acquiring business is dependent on a few manufacturers for a substantial amount of our POS devices. We are constrained by their manufacturing capabilities and pricing as well as general counterparty risk. We may face production delays or escalating costs if they are unable to manufacture enough products at an affordable cost. Further, we could face production delays if it becomes necessary to replace the existing substantial suppliers with more alternative suppliers. We may also be subject to product recalls or other quality-related actions if such devices, or other products supplied by us, are believed to cause injury or illness, or if such products are defective or fail to meet our quality control standards or standards established by applicable law. If our POS suppliers are unable or unwilling to recall products and fail to meet applicable quality standards, we may be required to recall those products at a substantial cost to us. Recalls and government, customer or consumer concerns about product safety could harm our reputation, brands and relationships with clients, lead to increased costs, loss of revenues (including revenues from equipment rentals and/or decreased transaction volumes), and/or loss of merchants, any of which could have a material adverse effect on our business, results of operations and financial condition. Additionally, agreements for the components used to manufacture our POS devices are entered into directly by the manufacturer of our POS devices and we do not have agreements with these suppliers. Some of the key components used to manufacture our POS devices, such as the chip, pin reader and battery, come from limited sources of supply in limited countries in Asia. In addition, the geopolitical tensions and risks involving these countries, in particular, Taiwan and China, have been increasing in the last years. The policies and mitigators in place to contain the impacts of potential geopolitical crisis may fail. Due to the reliance of our POS manufacturers on these components, we are subject to the risk of shortages and long lead times in the supply of certain products. If our manufacturers cannot find alternative sources of supply, we could be subject to components shortages or delays or other problems in product assembly. In addition, various sources of supply-chain risk, including strikes or shutdowns, or loss of or damage to our products while they are in transit or storage, could limit the supply of our POS devices. The materialization of the risks above would harm our ability to provide our POS devices or other services to our merchants on a timely basis. This could damage our relationship with our clients, prevent us from acquiring new clients, and harm our business. Table of Contents FORM 20-F 26FY25 39 Our operating results are subject to seasonal fluctuations, which could result in variations in our quarterly profit. We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenues as a result of consumer spending patterns. Historically, our revenues have been strongest during the last quarter of the year as a result of higher sales during the Brazilian holiday season. This is due to the increase in the number and amount of electronic payment transactions related to seasonal retail events. Adverse events that occur during these months could have a disproportionate effect on our results of operations for the entire fiscal year. As a result of quarterly fluctuations caused by these and other factors, comparisons of our operating results across different fiscal quarters may not be accurate indicators of our future performance. Fraud activities could have a material adverse effect on our business, reputation, financial condition, and results of operations. The highly automated nature of, and liquidity offered by our products and services make us a target for illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering and terrorist financing. These types of illegitimate, as well as unlawful, transactions can also expose us to governmental and regulatory sanctions, including outside of Brazil (e.g., U.S. anti-money laundering and economic sanctions violations). In configuring our products and services, we face an inherent trade-off between security and client convenience. Frauds may occur in all the different financial services segments we operate in. We may be subject to potential liability for fraudulent electronic payment transactions or credits initiated by merchants or others, as well as by clients using our credit or digital banking solutions. In acquiring, merchant fraud includes when a merchant or other party knowingly uses stolen or counterfeit credit, debit or prepaid card, card number, or other credentials to record a false sales transaction, processes an invalid card, or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. Payment schemes may identify merchants as questionable or potentially fraudulent through monitoring and audit processes, impose financial penalties on the acquirer and, in certain cases, shift liability from the card issuer to the acquirer. Because we are reducing the period between the card transaction and the receivables anticipation to minutes in some products, the fraud risk tends to increase despite our efforts to contain it. In credit, a common fraud in working capital loans involves using falsification of balance sheets and income statements to inflate actual revenue and hide liabilities to create the illusion of robust financial health, securing higher credit limits. In banking, identity thieves and those committing fraud using bank account numbers may cash out our client balance. In addition, they may also cash out the proceeds from our credit products. Additionally, we must consider potential liabilities related to privacy and data protection, particularly in cases where personal information is compromised due to fraudulent activities. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeiting and fraud. It is possible that incidents of fraud could increase in the future, and our failure to catch such incidents may result in sanctions and/or fines from regulators, lawsuits and the degradation of our reputation. Failure to effectively manage risk and prevent fraud would increase our Chargeback and credit liabilities, default rates on our credit solutions, among others, and subject us to potential fines by regulators. Increases in fraudulent activities using our products and services could have a material adverse effect on our business, reputation as a financial services provider, financial condition, and results of operations. Table of Contents FORM 20-F 26FY25 40 We partially rely on Card Issuers or payment schemes to process our transactions. If we fail to comply with the applicable requirements of Visa, Mastercard or other payment schemes, those payment schemes could seek to fine us, suspend us or terminate our registrations, which could have a material adverse effect on our business, financial condition or results of operations. We rely on Card Issuers and payment schemes to enable card acceptance and, in order to provide this service to our clients, we must pay fees to the payment schemes and Card Issuers, according to the applicable fees defined by the payment schemes regulation. A significant source of our revenue comes from processing transactions through Visa, Mastercard and other payment schemes. The payment schemes routinely update and modify their requirements and may increase or enforce new fees that can be charged by different billing methods, including fees per transaction by using one of their cards. Those changes in the requirements, including changes to risk management and collateral requirements, may impact our ongoing cost of doing business and, in some circumstances, we may not be able to pass through such costs to our clients or associated participants. Furthermore, if we do not comply with the payment scheme requirements (e.g., their rules), the payment schemes could seek to fine us, suspend us or terminate our registrations that allow us to process transactions on their schemes. On occasion, we have received notices of noncompliance and fines, which have been typically related to transactional or messaging requisites, as well as excessive Chargebacks by a merchant or data security failures on the part of a merchant. If we are unable to recover amounts relating to fines or pass through the costs to our merchants or other associated participants, we would experience a financial loss. The termination of our registration due to failure to comply with the applicable requirements of Visa, Mastercard or other payment schemes, or any changes in the payment scheme rules that would impair our registration, could require us to stop allowing our clients to accept Visa, Mastercard or other payment schemes, which could have a material adverse effect on our business, financial condition and results of operations. Financial Risks Our financing needs could adversely affect our financial flexibility and our competitive position, and we may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. We fund our operations through equity, sale of credit card receivables to third parties (such as commercial banks and investment funds), bank credit facilities, client deposits and financing arrangements. We do not know when or if our operations will generate sufficient cash to fund our ongoing operations. In the future, our inability to either refinance our debt or to maintain and expand our asset sales programs could have important consequences and significantly impact our business. For example, it could make it more difficult for us to satisfy our operational and financial obligations; respond to unforeseen circumstances; increase our vulnerability to adverse changes in general economic, industry and competitive conditions; require us to dedicate a substantial portion of our cash flow from operations to make payments to debt holders, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; limit our ability to make material acquisitions or take advantage of business opportunities that may arise; expose us to fluctuations in interest rates, to the extent our borrowings bear variable rates of interest; and affect our prepayment and credit business size and growth. Any debt financing obtained by us could also include restrictive covenants relating to our capital-raising activities and other financial and operational matters. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under our credit facilities, debentures, bonds and any future financing agreements into which we may enter. If not waived, defaults could cause our outstanding indebtedness under our credit facilities and any future financing agreements that we may enter into under these terms to become immediately due and payable. Table of Contents FORM 20-F 26FY25 41 If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. See “Item 5. Operating and Financial Review and Prospects”. We face risks relating to liquidity of our capital resources. Liquidity risk, as we understand it, is the risk that we will not have sufficient financial resources to meet our obligations by the respective maturity dates or that we will honor such obligations at an excessive cost or that we will not have funding at a volume and cost appropriate to meet the prepayment and credit products request by our customers. This risk is inherent in our activities. We have increasingly relied on retail funding from both our clients and retail investors accessed via third-party distribution channels to fund our business activities, such as prepayment of receivables and credit. The liquidity risk that we face has increased and will increase in the future because we expect to scale the retail funding. In this context, the liquidity risk arises from the potential maturity mismatch, for example, between our investments in which our clients’ deposit resources are allocated and the immediate liquidity of our clients’ deposit accounts. Our capacity and cost of funding may be impacted by a number of factors, such as changes in market conditions (e.g., in interest rates), credit supply, regulatory changes, systemic shocks in the financial sector, and changes in the market’s perception of us, among others. In scenarios where access to funding is scarce and/or becomes too expensive, and the access to capital markets is either not possible or is limited, we may find ourselves obliged to settle assets not compromised and/or potentially devalued so that we will be able to meet our obligations. If the market liquidity is reduced, the demand pressure may have a negative impact on prices, since natural buyers may not be immediately available. Should this happen, we may have a significant negative goodwill on assets, which will impact our results and financial position. The persistence or worsening of such adverse market conditions or rises in basic interest rates may have a material adverse impact on our capacity to access capital markets and on our cost of funding. Increases in interest rates may harm our business. Processing consumer transactions made using credit cards, as well as providing for the prepayment of our clients’ receivables when consumers make credit card purchases in installments, both make up a significant portion of our activities. If Brazilian interest rates increase, consumers may choose to make fewer purchases using credit cards, and fewer merchants may decide to use our prepayment and credit solutions. In addition, rising benchmark rates of either CDI or credit spreads may materially impact our results if we are not able to fully pass such increases to our clients. Furthermore, we may lose clients because of increasing prices. In addition, we have funded our operations in part through financings that have variable interest rates, whereas we charge most merchants a fixed fee for the prepayment of our clients’ receivables. The mismatches of these operations generate risks. As of December 31, 2025, we had R$17.4 billion in financial liabilities (except leases), including obligations to FIDC quota holders, bank borrowings, bonds, debentures, financial bills and commercial papers, institutional deposits and other financial liabilities, subject to variable interest and return rates, compared to R$12.6 billion as of December 31, 2024. We also sell receivables to third parties on a non-recourse basis, which also have variable interest rates. Accordingly, a cost or maturity mismatch between the funds raised by us and the funds made available to our clients may materially adversely affect our liquidity, financial condition and results of operations. Table of Contents FORM 20-F 26FY25 42 For example, on March 17, 2021, the Central Bank began to rapidly raise the SELIC rate, first to 2.75% and then by the end of the year to 9.25% on December 8, 2021. In 2022, the Central Bank continued to raise the rate, reaching a peak of 13.75% on August 3, 2022, where it remained stable. On August 2, 2023, the Central Bank reversed this trend by lowering the SELIC rate to 13.25%, and continued a pattern of reductions ultimately reducing it to 10.50% on May 8, 2024. However, on September 18, 2024, the Central Bank began to increase rates again, increasing the SELIC rate up to a record 15.0% on June 18, 2025. The Central Bank has since eased its approach by decreasing the SELIC rate down to 14.75%, the rate at which it stands as of the date of this annual report. We are exposed to fluctuations in foreign currency exchange rates. The Brazilian real is our functional currency. We have foreign exchange risk on any of our other assets and liabilities denominated in currencies or with pricing linked to currencies other than Brazilian real, including certain contract assets. Our currency is volatile and has fluctuated sharply against the U.S. dollar and other strong currencies in the past. The Brazilian government has implemented various economic plans and used several exchange rate regimes, including sudden depreciation, periodic mini-depreciation, floating exchange rate market systems, exchange controls and dual exchange rate markets. It is generally accepted that the current exchange rate regime is a managed floating regime. We cannot predict whether the Central Bank will intervene in the exchange rate market and when and if it will change the exchange rate regime, which may harm our business and results of operations. Depending on the circumstances, either devaluation or appreciation of the real relative to the U.S. dollar and other foreign currencies could restrict the growth of the Brazilian economy, as well as our business, results of operations and profitability. A devaluation of the real relative to the U.S. dollar may create additional inflationary pressures in Brazil, decrease consumer spending, reduce economic growth, and generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of our results of operations. We and certain of our suppliers purchase goods and services from countries outside of Brazil, and thus changes in the value of the U.S. dollar compared to other currencies may affect the costs of goods and services that we purchase. On the other hand, appreciation of the real relative to the U.S. dollar and other foreign currencies may deteriorate the Brazilian foreign exchange current accounts and balance of payments, as well as weaken the growth of the gross domestic product generated by exports. We hold certain funds in non-Brazilian real currencies and will continue to do so in the future. Accordingly, our financial results are affected by the translation of these non-real currencies into reais. In addition, to the extent that we need to convert future financing proceeds into Brazilian reais for our operations, any appreciation of the Brazilian real against the relevant foreign currencies would materially reduce the Brazilian real amounts we would receive from the conversion. The exchange rate between the U.S. dollar and the Brazilian real has experienced significant fluctuations in recent years. As of December 31, 2022, the real/U.S. dollar exchange rate was R$5.22, reflecting an appreciation of 7.0% in the real from December 31, 2021. The real/U.S. dollar exchange rate reported by the Central Bank was R$4.84 per US$1.00 on December 31, 2023, which reflected a 7.8% appreciation in the real against the U.S. dollar during 2023. However, the real depreciated throughout 2024, with the real/U.S. dollar exchange rate reported by the Central Bank R$6.19 per US$1.00 on December 31, 2024, which reflected a 21.8% depreciation in the real against the U.S. dollar during 2024. The real then once again appreciated by 12.5% during the course of 2025, with the real/U.S. dollar exchange rate being reported by the Central Bank as R$5.50 per US$1.00 on December 31, 2025. There can be no assurance that the devaluation or appreciation of the real against the dollar and other currencies will not have an adverse effect on our activities. Table of Contents FORM 20-F 26FY25 43 We may not be able to effectively manage credit risk, and our expected credit loss (“ECL”) allowance may be insufficient to cover actual losses, which could have a material adverse effect on our results of operations and financial condition. We are exposed to credit risk from credit provided to our clients, suppliers, and counterparties and credit Card Issuers. Clients may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. General economic factors, such as the increasing levels of inflation, unemployment and interest rates, may result in greater delinquencies that lead to greater credit losses. A client’s ability and willingness to repay us can be negatively impacted not only by economic, market, political and social conditions but by a customer’s other payment obligations and increasing leverage can result in a higher risk that customers will default or become delinquent in their obligations to us. As of December 31, 2025, our credit portfolio amounted to R$2,836 million with provisions for expected credit losses totaling R$389.7 million, compared with a credit portfolio of R$1,207.6 million and expected credit losses of R$144.5 as of December 31, 2024. Also, the concentration of our clients by geography and economic sector may increase our risk. We mainly rely on the client’s creditworthiness and their ability to generate receivables for repayment of the credit provided by us in some products. Our ability to assess creditworthiness may be impaired if the criteria or models we use to manage our credit risk prove to be inaccurate in predicting future losses, which could cause our losses to rise and have a negative impact on our results of operations. Further, our pricing strategies may not offset the negative impact on profitability caused by increases in delinquencies and losses. Thus, any material increases in delinquencies and losses beyond our current estimates could have a material adverse impact on us. We face counterparty risk from the providers we engage for financial contracts for hedging, investments and committed funding. Credit Card Issuers are another source of credit risk. If a Card Issuer defaults on the payment scheme and this payment scheme does not pay us the defaulted amount, we will suffer a loss. Rising delinquencies and rising rates of bankruptcy are often precursors of future write-offs and may require us to increase our reserve for credit losses. Although we regularly review our credit exposure to specific clients, counterparties, Card Issuers and to specific industries that we believe may present credit concerns, default risk may arise from events or circumstances that are difficult to foresee or detect, such as fraud. In addition, our ability to manage credit risk may be adversely affected by legal or regulatory changes, such as restrictions on collections or changes in bankruptcy laws. In addition, our allowance for expected credit losses may prove insufficient to cover actual losses, even where we identify deterioration in credit quality. Determining the appropriate level of expected credit losses requires significant judgment and depends on assumptions regarding historical loss experience, borrower behavior, portfolio composition and forward-looking macroeconomic scenarios. These assumptions may prove inaccurate, particularly in periods of economic volatility or where abrupt changes in the Brazilian economic environment are not fully captured by our models on a timely basis. In addition, as our credit portfolio grows, the absolute amount of non-performing loans and charge offs may increase, and recently originated loans may perform worse than expected. Because our credit portfolio is relatively recent, the historical data available to calibrate and validate our models under stress conditions is more limited, and management overlays or other qualitative adjustments may not fully address model limitations in novel credit environments. If actual credit losses exceed our expected credit losses allowance, we may be required to record additional provisions, which could have a material adverse effect on our results of operations and financial condition. Table of Contents FORM 20-F 26FY25 44 We incur Chargeback and refund liability when our merchants refuse to or cannot reimburse Chargebacks and refunds resolved in favor of their customers. Any increase in Chargebacks and refunds not paid by our merchants may adversely affect our business, financial condition or results of operations. We are currently, and will continue to be, exposed to financial risks associated with Chargebacks and refunds in connection with payment card fraud or relating to the goods or services provided by our sellers. If a billing dispute between a Cardholder and a merchant is not resolved in favor of the merchant, including in situations in which the merchant is engaged in fraud, the transaction is typically “charged back” to the merchant and the purchase price is credited or otherwise refunded to the Cardholder. If we are unable to collect Chargeback or refunds from the merchant’s account, or if the merchant refuses to or is unable to reimburse us for a Chargeback or refunds due to closure, bankruptcy, or other reasons, we may bear the loss for the amounts paid to the Cardholder. Our financial results would be adversely affected to the extent these merchants do not fully reimburse us for the related Chargebacks. In addition, our exposure to these potential losses from Chargebacks increases to the extent that we have provided prepayment solutions to such merchants, as the full amount of the payment is provided upfront rather than in installments. We do not collect and maintain reserves from our merchants to cover these potential losses, and for customer relations purposes we sometimes decline to seek reimbursement for certain Chargebacks. Historically, Chargebacks occur more frequently in card not present transactions than in card present transactions, and more frequently for goods than for services. In addition, the risk of Chargebacks is typically greater with those of our merchants that promise future delivery of goods and services, which we allow on our service. If we are unable to maintain our losses from Chargebacks at acceptable levels, the payment schemes could fine us, increase our transaction fees, or terminate our ability to process payment cards. Any increase in our transaction fees could damage our business, and if we were unable to accept payment cards, our business would be materially and adversely affected. Our balance sheet includes significant amounts of intangible assets. The impairment of a significant portion of these assets would negatively affect our business, financial condition and results of operations. As of December 31, 2025, our balance sheet includes significant intangible assets that amount to R$1,986.9 million. These assets consist primarily of identified intangible assets and goodwill associated with our acquisitions. We also expect to engage in additional acquisitions, which may result in our recognition of additional intangible assets. Under current accounting standards, we are required to amortize certain intangible assets over the useful life of the asset, while certain other intangible assets are not amortized. On at least an annual basis, we assess whether there have been impairments in the carrying value of certain intangible assets. If the carrying value of the asset is determined to be impaired, then it is written down to fair value by a charge to operating earnings. An impairment of a significant portion of intangible assets could have a material adverse effect on our business, financial condition and results of operations. As a result of our annual impairment test as of October 31, 2025, an impairment loss of R$158.0 million was recognized for the Company’s Cash Generating Unit (“CGU”) 2 – Software, since the estimated recoverable amount of this cash generating unit was lower than the net book value. Similarly, as a result of our annual impairment test as of October 31, 2024, an impairment loss of R$3,558.0 million was recognized for CGU 2 – Software, driven by a reduction in the estimated recoverable amount of this cash generating unit below its net book value, following a strategic review of the Software segment and a reassessment of the achievable synergies with the Financial Services segment. For further information refer to Note 11.4 from our Audited Consolidated Financial Statements. Table of Contents FORM 20-F 26FY25 45 Risks Relating to Brazil We are subject to macroeconomic uncertainty, fiscal and political instability in Brazil. Those factors may harm the business cycles and credit risk of our clients and issuing banks and volatility in the overall level of consumer, business and government spending, which could negatively impact our business, financial condition and results of operations. We are exposed to general economic conditions that affect consumer spending and changes in consumer purchasing habits in Brazil. A deterioration in general economic conditions, including a rise in unemployment rates or increase in interest rates in Brazil, may harm us by reducing the number or average purchase amount of transactions made using electronic payments, resulting in a decrease in our revenue. In addition, a recessionary economic environment could affect our merchants through higher rates of insolvency and bankruptcy. This could directly expose us to higher default rates within our credit portfolio. As of December 31, 2025, our credit portfolio was R$2,836.3 million, with recorded provisions for expected credit losses of R$389.7 million (compared with a portfolio of R$1,206.6 million and provisions for expected credit losses of R$144.5 million as of December 31, 2024). Beyond direct credit defaults, our merchants are liable for any charges properly reversed by the Card Issuer on behalf of the Cardholder. Our associated participants are also liable for any fines, or penalties, that may be assessed by any payment schemes. If we are not able to collect such amounts from the associated participants, due to insolvency, bankruptcy or any other reason, we may be liable for any such charges. Furthermore, in the event of a closure of a merchant, we are unlikely to receive our fees for any services rendered to that merchant in its final months of operation, including subscription revenue owed to us from such merchant’s equipment rental or software obligations. In turn, we also face a default risk from issuing banks that are counterparty to our receivables pursuant to our card payment arrangements. Accordingly, a default by an issuing bank, due to insolvency, bankruptcy, intervention, operational error or otherwise could negatively impact our cash flows as we are required to make payments to merchants independently of the issuing banks’ payments owed to us. As of December 31, 2025, we recorded estimated credit losses arising from defaults of issuing banks of R$76.9 million relating to estimated losses on such doubtful accounts, compared to R$60.9 million as of December 31, 2024. A negative economic environment can also affect the financial health of sub-acquirers that operate with us. In the case we pay the sub-acquirers, and it does not pay its merchants for any reason, we must pay these merchants. Economic uncertainty and political instability in Brazil may harm us. Brazil’s political environment has historically influenced and continues to influence the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil. Since 1990, two presidents of Brazil have been impeached: Fernando Collor and Dilma Rousseff. Michel Temer, the president of Brazil between August 31, 2016, to January 1, 2019, was subject to, but successfully defended impeachment processes opened in the Brazilian Congress. Luiz Inácio Lula da Silva, “Lula,” was elected president in October 2022, for a four-year term starting in January 2023. In Lula’s first days in office, certain groups formed by extreme supporters of the defeated candidate (former president Jair Bolsonaro) performed acts of civil unrest and stormed Brazil’s Supreme Court, Congress and Presidency buildings, conducting acts of violence and destruction. Although these events were extreme and concerning, Brazilian institutions remained functioning and the democratic transition of power was preserved. However, Brazil remains highly polarized, and former president Bolsonaro has since been declared ineligible to run for office until 2030 and, in 2025, was convicted and sentenced to prison for his role in an attempted coup, developments that have contributed to ongoing political tensions and sporadic episodes of unrest. Table of Contents FORM 20-F 26FY25 46 A failure by Lula’s administration to implement necessary economic and structural reforms may result in diminished confidence in the Brazilian government’s budgetary condition and fiscal stance, which could result in downgrades of Brazil’s sovereign foreign credit rating by credit rating agencies, depreciation of the real and an increase in inflation and interest rates. This scenario could adversely affect us. The political environment in Brazil has and is continuing to affect the confidence of investors and the general public, which has historically resulted in economic deceleration and heightened volatility in macroeconomic prices and in the securities offered by companies with significant operations in Brazil. As Brazil approaches general elections scheduled for October 2026, uncertainty regarding the outcome of the elections and future economic and regulatory policies may further increase volatility in the market price of securities issued by Brazilian companies, including our Class A common shares, which may adversely affect our business. The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazil’s political, regulatory, legal and economic conditions, could harm us. The Brazilian government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in policy and regulations. The Brazilian government’s actions may involve, among other measures, monetary, diplomatic, fiscal, credit, energy, and tariff policies; wage and price controls; foreign exchange rate, international trading, and capital controls; blocking access to bank accounts; domestic capital and lending markets; labor and social security regulations; currency devaluations; and capital controls. We have no control over and cannot predict what measures or policies the Brazilian government may take in the future and how these can impact us and our business. We and the market price of our securities may be harmed by changes in Brazilian government policies, as well as general economic factors, including, without limitation: •Expansion or contraction of the Brazilian economy, as measured by gross domestic product (“GDP”), rates. •Interest rates and monetary policies. •Exchange rates and currency fluctuations. •Inflation. •Liquidity of the domestic capital and lending markets. •Import and export controls. •Exchange controls and restrictions on remittances abroad. •Modifications to laws and regulations according to political, social and economic interests. •Fiscal policy and changes in tax laws. •Economic, political and social instability. •Labor and social security regulations. •Energy and water shortages and rationing. •Other political, diplomatic, social and economic developments in or affecting Brazil. Uncertainty over whether the Brazilian government will implement reforms or changes in policy or regulation in the future may affect economic performance and contribute to economic uncertainty in Brazil. We cannot predict what measures the Brazilian government will take in the face of mounting macroeconomic pressures or otherwise. Table of Contents FORM 20-F 26FY25 47 Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future could harm our business. In the past, Brazil has experienced extremely high rates of inflation. Inflation and some of the measures taken by the Brazilian government in an attempt to curb inflation have had significant negative effects on the Brazilian economy generally. Inflation and policies adopted to curb inflationary pressures and uncertainties regarding possible future government intervention have contributed to economic uncertainty and heightened volatility in the Brazilian economy and capital markets. According to the IPCA, Brazilian inflation rates were 4.3%, 4.8% and 4.6% in 2025, 2024 and 2023, respectively. Inflation can increase our costs and expenses, and we may not be able to transfer such costs to customers, reducing our profit and net profit margins. In addition, high inflation rates generally increase Brazilian interest rates and, therefore, the debt service of the portion in reais of our debt, which is indexed to floating rates, may also increase. With this, net profit may decrease. Inflation and its effects related to Brazilian interest rates could, in addition, reduce liquidity in the Brazilian capital and financial markets, which would affect the ability to refinance our indebtedness in those markets. Some of the measures taken by the Brazilian government to curb inflation have had significant negative effects on the Brazilian economy generally and capital markets. In the past, the Brazilian government’s interventions included the maintenance of a restrictive monetary policy with high interest rates that restricted credit availability and reduced economic growth, causing volatility in interest rates. Brazil may experience high levels of inflation in the future and inflationary pressures may lead to the Brazilian government intervening in the economy and introducing policies that could harm our business. Future measures by the Brazilian government, including reductions in interest rates, intervention in the foreign exchange market and actions to adjust or fix the value of the real, may trigger increases in inflation, adversely affecting the overall performance of the Brazilian economy. Inflation and the Brazilian government’s measures to combat inflation have had, and may continue to have, significant effects on the Brazilian economy and on our business. Strict monetary policies, with high interest rates and high requirements for compulsory deposits, can restrict Brazil’s growth and the availability of credit. On the other hand, softer government and central bank policies and declining interest rates may trigger increases in inflation and, consequently, the volatility of economic growth and the need for sudden and significant increases in interest rates. Inflation, measures to contain inflation and speculation about potential measures can also contribute to significant uncertainty in relation to the Brazilian economy and weaken investor confidence, which can affect our ability to access financing, including access to equity of international capital markets. 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. The market for securities of companies operating in Brazil, including us, is influenced by economic and market conditions in Brazil and, to varying degrees, market conditions in other Latin American and emerging markets, as well as the United States, Europe and other countries and regions. To the extent the conditions of the global markets or economy deteriorate, the business of companies operating in Brazil may be harmed. Developments or economic conditions in other emerging market countries have at times significantly affected the availability of credit to companies with significant operations in Brazil and resulted in considerable outflows of funds from Brazil, decreasing the amount of foreign investments in Brazil. The decrease in foreign investment in Brazil may adversely affect growth and liquidity in the Brazilian economy, which, in turn, may have a negative impact on us. The interruption or volatility in global financial markets may further increase the negative effects on the economic and financial scenario in Brazil, which may have a material adverse effect on us. Table of Contents FORM 20-F 26FY25 48 Besides, crises and political instability in other emerging market countries (such as in Southeast Asia, Russia and Argentina), the United States, Europe or other countries have historically caused volatility in the Brazilian stock market and could decrease investor demand for securities offered by companies operating in Brazil, such as our common shares. As an example, global geopolitical developments have continued to contribute to uncertainty in international economic conditions, financial markets and trade dynamics. More recently, renewed hostilities involving Israel, Iran and the United States, together with continued instability in Gaza and related disruptions affecting commercial shipping routes and regional security dynamics, have further heightened uncertainty in the Middle East. These developments have contributed to volatility in energy prices, shipping and insurance costs, sanctions and trade measures, and broader diplomatic and economic uncertainty in the region. Additionally, policy changes, monetary policy and/or implementation of protectionist policies in the United States and other countries material for the international economic landscape may directly or indirectly impact the economy of the countries where we operate, generating several risks, especially exchange rate, interest rate and increase in the price of commodities, and, consequently, affecting our results. We cannot guarantee that the United States government will maintain policies aimed at promoting macroeconomic stability, fiscal discipline and domestic and foreign investment, which can have a significant adverse effect on the financial and securities markets in Brazil, on companies operating in Brazil, including us, and in the securities of Brazilian issuers, such as our Brazilian subsidiaries. The political scenario in the United States and its relationship with China and the rest of the world, new elected presidents in other countries in the Latin American region and uncertainties in Europe, as well as potential crises and forms of political instability arising therefrom or any other as of yet unforeseen development, may harm our business and the price of our common shares. We may be materially and adversely affected by protectionist trade policies and other measures adopted by the current U.S. administration, including the imposition of additional tariffs on Brazilian products and services. Donald Trump was elected for a second term as President of the United States on November 5, 2024, and took office in January 2025. We have no control over and cannot predict the effect of his administration or policies. Since returning to office, President Trump’s administration has reinforced protectionist economic policies, including the expansion of tariffs on a range of goods from key trading partners such as China, the European Union and Brazil, including a baseline 10% tariff on most imports and higher, “reciprocal” country-and sector-specific rates. In relation to Brazil, for example, the U.S. government imposed a 50% tariff on certain Brazilian imports, including industrial goods, commodities and agricultural products, which took effect, subject to certain exceptions, on August 6, 2025, citing concerns over alleged restrictions on freedom of speech and the political prosecution of former president Bolsonaro. These additional 50% tariffs were subsequently lifted in November 2025 although the 10% baseline tariffs remain in place. In February 2026, however, the U.S. Supreme Court held that certain tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were beyond the President’s statutory authority, vacating significant components of the tariff regime and reinforcing that tariff-setting power resides with Congress. While the decision has limited the legal basis for the broad emergency tariffs originally imposed, legal and policy uncertainty remains as the U.S. administration has signaled intentions to pursue alternative statutory authorities to re-impose or adjust tariffs and may enact across-the-board levies under other provisions of U.S. trade law. President Trump has also publicly threatened further trade actions against Brazil and other BRICS countries based on their association with Russia and their efforts to reduce dependence on the U.S. dollar in international trade. Such measures may have a material adverse effect on both Brazil’s economy and the global economy. In addition, any additional tariffs or the development of a fully-fledged trade war could exacerbate economic tensions globally, disrupt global trade flows, add to economic uncertainty and have a material adverse effect on both Brazil’s economy and the global economy. Table of Contents FORM 20-F 26FY25 49 Increased tariffs and the potential for further trade restrictions may lead to a slowdown in global trade and economic activity, with disproportionate effects on emerging markets like Brazil. Such developments could result in greater currency volatility, reduced foreign investment flows, higher inflation, and increased interest rates in affected jurisdictions, including Brazil, all of which can negatively impact credit availability, borrowing costs, and the demand for financial products and services. Given our operations in Brazil’s financial sector, these adverse macroeconomic impacts could result in lower demand for our financial products and increased funding costs. Additionally, any deterioration in U.S.-Brazil trade relations or regulatory shifts impacting cross-border capital flows could restrict our access to international funding sources or affect the value of assets and liabilities denominated in foreign currencies. As a result, ongoing or future policies implemented by the current U.S. administration may have a material adverse effect on our business, financial condition and results of operations. Any further downgrading of Brazil’s credit rating could reduce the trading price of our Class A common shares. We may be harmed by investors’ perceptions of risks related to Brazil’s sovereign debt credit rating. Rating agencies, such as Standard & Poor’s, Moody’s and Fitch, regularly evaluate Brazil and its sovereign ratings, which are based on several factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors. Recently, the Brazilian political and economic scenario has shown high levels of volatility and instability, including fluctuations in GDP growth, significant fluctuations in the real against the U.S. dollar, increased unemployment and a reduction in expenditure levels and consumer confidence. The three major rating agencies began to downgrade Brazil’s sovereign credit rating starting in September 2015, causing it to lose its investment-grade status. Despite recent upgrades, Brazil’s sovereign credit rating remains below investment grade. As of the most recent updates, Standard & Poor’s upgraded Brazil’s rating to BB with a stable outlook in December 2023; Moody’s affirmed Brazil’s rating at Ba1 but changed its outlook from positive to stable in May 2025; and Fitch affirmed Brazil’s rating at BB with a stable outlook in July 2024, following an upgrade from BB- in 2023. Consequently, our own credit rating is negatively impacted by Brazil’s below investment grade sovereign credit rating, which impacts negatively on our funding cost, especially in the international markets. The full consequences of a credit rating downgrade are inherently uncertain, as they depend upon numerous dynamic, complex and inter-related factors and assumptions, including market conditions at the time of any downgrade. We cannot assure you that the rating agencies will maintain their current ratings or outlooks, and such changes could increase our funding costs and adversely affect our results of operations. Any further downgrade of Brazil’s sovereign credit ratings could heighten investors’ perception of risk and, as a result, cause the trading price of our Class A common shares to decline. Brazilian foreign exchange controls and regulations could restrict conversions and remittances abroad of the dividend payments and other shareholder distributions paid in Brazil in reais arising from our Brazilian subsidiaries. Brazilian law provides that whenever there is a serious imbalance in Brazil’s balance of payments or reasons to foresee such a serious imbalance, the Brazilian government may impose temporary restrictions on the remittance to foreign investors of the proceeds of their investments in Brazil. Such restrictions may hinder or prevent holders of shares of our Brazilian subsidiaries from converting distributions or the proceeds from any sale of such shares, as the case may be, into U.S. dollars and remitting such U.S. dollars abroad. Any reais so held will be subject to devaluation risk against the U.S. dollar. In addition, the likelihood that the Brazilian government would impose such restrictions may be affected by the extent of Brazil’s foreign currency reserves, the availability of foreign currency in the foreign exchange markets on the date a payment is due and the size of Brazil’s debt service burden relative to the economy as a whole. We cannot assure you that the Central Bank will not modify its policies or that the Brazilian government will not institute restrictions or delays on cross-border remittances. Table of Contents FORM 20-F 26FY25 50 Infrastructure and workforce deficiency in Brazil may impact economic growth and have a material adverse effect on us. Our performance depends on the overall health and growth of the Brazilian economy. In 2020, Brazilian GDP contracted by 3.3% as a result of the effects of the COVID-19 pandemic, followed by a growth of 4.8% in 2021, and increases of 3.0%, 2.9%, 3.4% and 2.3% in 2022, 2023, 2024 and 2025, respectively. Growth is limited by inadequate infrastructure, including potential energy shortages and deficient transportation, logistics and telecommunication sectors, general strikes, the lack of a qualified labor force, and the lack of private and public investments in these areas, which limit productivity and efficiency. Any of these factors could lead to labor market volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material adverse effect on us. Risks Relating to Our Class A Common Shares We are a Cayman Islands exempted company with limited liability. The rights of our shareholders may be different from the rights of shareholders governed by the laws of U.S. jurisdictions and as a result, our shareholders may face difficulties in protecting their interests. We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our Articles of Association and by the laws of the Cayman Islands. The rights of shareholders and the responsibilities of members of our Board of Directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions and are otherwise not as established as they are under statutes or judicial precedent in some jurisdictions in the United States. Therefore, you may have more difficulty protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the United States. See “Item 10. Additional Information—B. Memorandum and articles of association—Principal Differences between Cayman Islands and U.S. Corporate Law”. While Cayman Islands law allows a dissenting shareholder to express the shareholder’s view that a court-sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with a court sanctioned reorganization (by way of a scheme of arrangement). This may make it more difficult for you to assess the value of any consideration you may receive in such a merger or consolidation (by way of a scheme of arrangement) or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, Cayman Islands statutory law provides a mechanism for a dissenting shareholder in a statutory merger or consolidation to apply to the Grand Court of the Cayman Islands, or the “Grand Court” for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed. Shareholders of Cayman Islands exempted companies (such as us) have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. Table of Contents FORM 20-F 26FY25 51 United States civil liabilities and certain judgments obtained against us by our shareholders may not be enforceable. We are a Cayman Islands exempted company and substantially all our assets are located outside the United States. In addition, most of our directors and officers are Brazilian nationals and reside or are based in Brazil. A substantial portion of our assets and the assets of these persons are located in Brazil. As a result, it may be difficult to effect service of process upon us or these persons within the United States. A final conclusive judgment of a United States court for civil liabilities based upon the U.S. federal securities laws may only be enforced in Brazil if such judgment: (i) fulfills all formalities required for its enforceability under the laws of the place/jurisdiction where the foreign judgment was issued; (ii) is issued by a competent court and/or authority in the jurisdiction where it was awarded after proper service of process is made on the parties, in accordance with the applicable law, considering that service of process on individuals in Brazil must comply with the Brazilian applicable law, or after sufficient evidence of the parties’ absence has been given, as requested under the laws of the jurisdiction where the foreign judgment was entered; (iii) is not rendered in an action upon which Brazilian courts have exclusive jurisdiction; (iv) is final and binding and, therefore, not subject to appeal in the jurisdiction where it was issued; (v) does not conflict with a previous final and binding decision issued by a Brazilian on the case records of a lawsuit involving the same parties, cause of action and claim; (vi) is apostilled by the appropriate authority of the state rendering such foreign judgment, or is duly authenticated by the appropriate Brazilian consulate; (vii) is translated into Portuguese by a sworn translator in Brazil; and (viii) is not contrary to Brazilian national sovereignty, public policy or public morality. Therefore, it may be difficult to enforce in judgments obtained in U.S. courts based on the civil liability provisions of U.S. federal securities laws against us and our officers and directors who are not resident in the United States. In addition, Brazil does not have a treaty with the United States to facilitate or expedite the enforcement in Brazil of decisions issued by a state court in the United States, which shall necessarily be previously recognized by the Brazilian Superior Court of Justice in order to be effective in Brazil. Further, it is unclear if original actions predicated on civil liabilities based solely upon U.S. federal securities laws are enforceable in courts outside the United States, including in the Cayman Islands and Brazil. Courts of the Cayman Islands may not, in an original action in the Cayman Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States on the grounds that such provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, courts of the Cayman Islands will recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment is final, for a liquidated sum, provided it is not in respect of taxes or a fine or penalty, is not inconsistent with a Cayman Islands’ judgment in respect of the same matters, and is not impeachable under Cayman Islands law for fraud, being in breach of public policy of the Cayman Islands or being contrary to natural justice. In addition, a Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere. As a foreign private issuer we have different disclosure and other requirements than U.S. domestic registrants and we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. domestic registrants, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our Class A common shares. As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we rely on exemptions from certain U.S. rules which permit us to follow Cayman Islands legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. Table of Contents FORM 20-F 26FY25 52 We follow Cayman Islands laws and regulations that are applicable to Cayman Islands companies. However, Cayman Islands laws and regulations applicable to Cayman Islands companies do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or 8-K or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time, as referred to above. Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information, although we will be subject to Cayman Islands laws and regulations having substantially the same effect as Regulation Fair Disclosure. As a result of the above, even though we are required to file reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Cayman Islands law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with IFRS Accounting Standards. We will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as our financial statements are prepared in accordance with the IFRS Accounting Standards. We are not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. We cannot predict if investors will find our Class A common shares less attractive because we will rely on these exemptions. If some investors find our Class A common shares less attractive as a result, there may be a less active trading market for our Class A common shares and our share price may be more volatile. See “Item 10. Additional Information—B. Memorandum and articles of association—Principal Differences between Cayman Islands and U.S. Corporate Law”. Subject to certain requirements, as a foreign private issuer, we are permitted to follow home country practice in lieu of certain Nasdaq corporate governance rules, which include rules relating to board independence, independent director oversight of executive compensation, nomination of directors and other corporate governance matters, such as the requirement that we obtain shareholder approval prior to an issuance of securities (in certain circumstances) in connection with certain events, or being required that a majority of board members be independent, or to have independent director oversight of executive compensation, the nomination of directors and corporate governance matters. To the extent Cayman Islands law does not require us to adopt these corporate governance standards, we are permitted to and may decide to follow (or continue to follow) home country practice in lieu of the above requirements. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Principal Differences between Cayman Islands and U.S. Corporate Law—Corporate Governance”. Table of Contents FORM 20-F 26FY25 53 We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses In order to maintain our current status as a foreign private issuer, either (a) more than 50% of our outstanding voting securities must be either directly or indirectly owned of record by non-residents of the United States or (b) (i) a majority of our executive officers or directors may not be U.S. citizens or residents, (ii) more than 50% of our assets cannot be located in the United States and (iii) our business must be administered principally outside the United States. On June 4, 2025, the SEC published a concept release on FPI eligibility, seeking public comment regarding potential amendments to the FPI definition. There is currently no indication of any timing on any related proposed rulemaking. The release highlights various possible approaches to amending the FPI definition. If the SEC adopts rules amending the FPI definition to include requirements that we may not currently comply with, we may lose our status as a foreign private issuer. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we will incur as a foreign private issuer. The Cayman Islands Economic Substance Act may affect our operations. The Cayman Islands has enacted the International Tax Co-operation (Economic Substance) Act (as revised), or the Cayman Economic Substance Act. We are required to comply with the Cayman Economic Substance Act. As we are a Cayman Islands exempted company, compliance obligations include filing annual notifications for us, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Cayman Economic Substance Act. We may need to allocate additional resources and may have to make changes to our operations in order to comply with all requirements under the Cayman Economic Substance Act. Failure to satisfy these requirements may subject us to penalties under the Cayman Economic Substance Act. There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Class A common shares. U.S. shareholders of passive foreign investment companies are subject to potentially adverse U.S. federal income tax consequences. In general, a non-U.S. corporation is a passive foreign investment company (“PFIC”), for any taxable year in which: (i) 75% or more of its gross income consists of passive income; or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Cash is a passive asset for these purposes. Table of Contents FORM 20-F 26FY25 54 The determination of whether we are, or will be, a PFIC for a taxable year depends on the application of complex U.S. federal income tax rules, which are subject to various interpretations. While the applicability of the PFIC rules to us is not clear in light of our evolving business activities and the lack of clarity with respect to certain aspects of the rules, based on the composition of our income and assets, including goodwill, we do not believe that we were a PFIC for our 2025 taxable year. Our PFIC status is a factual determination that is made on an annual basis. Because our PFIC status for any taxable year will depend on the manner in which we operate our business, the composition of our income and assets, including the relative growth of our income resulting from our credit activities and the payment processing services we provide, and the value of our assets from time to time, there can be no assurance that we will not be a PFIC for any taxable year. In particular, we note that the sale of the Software Business as well as growth in our credit-related activities relative to our other business lines have increased the risk that we may be treated as a PFIC and, if such growth continues, may result in us being treated as a PFIC in future years. Uncertainty with respect to certain aspects of the PFIC rules and changes to these rules (including the finalization of proposed rules) may also affect our PFIC status. In addition, our PFIC status may depend, in part, on the average value of our goodwill and other intangible assets. Fluctuations in our market capitalization may affect our PFIC status if the value of our assets for purposes of the asset test, including the value of our goodwill and other intangibles, is determined by reference to our market capitalization from time to time (which has been, and may continue to be, volatile), rather than based on other methods. If we are a PFIC with respect to our U.S. shareholders, U.S. holders would be subject to certain adverse U.S. federal income tax consequences as discussed under “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders”. Investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules. Judgments of Brazilian courts to enforce our obligations with respect to our Class A common shares may be payable only in reais. Most of our assets are located in Brazil. If proceedings are brought in the courts of Brazil seeking to enforce our obligations to pay any amounts in respect of our Class A common shares, we may not be required to discharge our obligations in a currency other than the real. Under Brazilian exchange rate laws, an obligation in Brazil to pay amounts denominated in a currency other than the real may only be satisfied in Brazilian currency at the exchange rate, as determined by the Central Bank, in effect on the date the enforcement of the judgment in Brazil is obtained, and such amounts are then adjusted to reflect exchange rate variations through the effective payment date. The then-prevailing exchange rate may not fully compensate non-Brazilian investors for any claim arising out of or related to our obligations under the Class A common shares. The disparity in the voting rights among the classes of our shares may have a potential adverse effect on the price of our Class A common shares, and may limit or preclude your ability to influence corporate matters. Furthermore, our dual-class capital structure means our shares may not be included in certain indices. Our ordinary shares have a dual class structure. Each Class A common share will entitle its holder to one vote per share on all matters submitted to a vote of our shareholders. Each holder of our Class B common shares will be entitled to 10 votes per Class B common share so long as the voting power of Class B common shares is at least 10% of the aggregate voting power of our outstanding common shares on the record date for any general meeting of the shareholders. Because of the ten-to-one voting ratio between our Class B common shares and Class A common shares, the holders of our Class B common shares collectively possess a significant amount of voting power of our common shares. Table of Contents FORM 20-F 26FY25 55 Future transfers by holders of Class B common shares will generally result in those shares converting to Class A common shares, subject to limited exceptions, such as certain transfers effected to permitted transferees or for estate planning or charitable purposes. The conversion of Class B common shares to Class A common shares will have the effect, over time, of increasing the relative voting power of those holders of Class B common shares who retain their shares in the long term. For a description of our dual class structure, see “Item 10. Additional Information—B. Memorandum and articles of association—Meetings of Shareholders—Voting Rights and Right to Demand a Poll”. The difference in voting rights could adversely affect the value of our Class A common shares. For example, it could delay or defer a change of control, or investors and potential purchasers of our company may perceive the superior voting rights of the Class B common shares as valuable. In addition, S&P Dow Jones and FTSE Russell’s eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, excludes companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. Moreover, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of our common shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our common shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our common shares. One of our founder shareholders holds a large amount of voting power over our common shares, and as a result has influence over certain of our activities and corporate decisions. André Street controls directly and indirectly 2.33% of our Class A common shares and 100.00% of our Class B common shares as of March 31, 2026. Accordingly, André Street directly and indirectly controls 7.97% of our outstanding common shares and holds 39.45% of the combined voting power of our common shares. See ”Item 7. Major Shareholders and Related Party Transactions—Major Shareholders.” As a result of this voting power held by entities affiliated with him, Mr. Street may have the ability to influence matters affecting, or submitted to a vote from our shareholders. Also, the rights granted pursuant to our articles of association and shareholders agreement mean that our founder shareholder is, among other things, able to control any transaction involving a merger with third-parties or change of control until he owns less than 15% of the total voting power of our common shares given their prior written approval will be required in order for us to proceed with such a transaction. See “Item 7. Major Shareholders and Related Party Transactions—Major shareholders—Shareholders Agreement”, “Item 10. Additional Information—B. Memorandum and articles of association—Share Capital” and “Item 7. Major Shareholders and Related Party Transactions—A. Major shareholders” for more information. The interests of such shareholder may conflict with, or differ from, the interests of other holders of our shares. For example, he may inhibit change of control transactions that benefit other shareholders. He may also pursue acquisition opportunities for himself that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as such shareholder continues to own a substantial number of our common shares (in particular our Class B common shares), he will influence certain of our corporate decisions and together with other shareholders, he may be able to effect or inhibit changes in the control of our company. Table of Contents FORM 20-F 26FY25 56 Sales of substantial amounts of our Class A common shares in the public market, or the perception that these sales may occur, could cause the market price of our Class A common shares to decline Sales of substantial amounts of our Class A common shares in the public market, or the perception that these sales may occur, could cause the market price of our Class A common shares to decline. Under our Articles of Association, we are authorized to issue up to 630,000,000 shares, of which 248,904,667 common shares are outstanding as of December 31, 2025 (comprised of 232,663,503 Class A common shares and 16,241,164 Class B common shares). We cannot predict the size of future issuances of our shares or the effect, if any, that future sales and issuances of shares would have on the market price of our Class A common shares. In addition, we have adopted the LTIP, under which we have the discretion to grant a broad range of equity-based awards to eligible participants. In May 2022, we also approved a new incentive plan pool, comprised of 19.2 million shares to be granted in the form of RSUs and PSUs under the LTIP. See “Item 6. Directors, Senior Management and Employees—B. Compensation—Long-Term Incentive Plans (LTIP)”. We have registered on a Form S-8 registration statement all common shares that we may issue under the LTIP. As a result, these can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements described in “Item 10. Additional Information—B. Memorandum and articles of association”, and any other applicable restrictions. Sales of these shares in the public market, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions. Also, if a large number of our Class A common shares or securities convertible into our Class A common shares are sold in the public market after they become eligible for sale, the sales could reduce the trading price of our Class A common shares and impede our ability to raise future capital. A decline in the market price of our Class A common shares could impair our ability to raise additional capital through the sale of our equity securities. If securities or industry analysts publish inaccurate or unfavorable research, about our business, the price of our Class A common shares, our other securities (issued or sponsored by us) and our trading volume could decline. The trading market for our Class A common shares and our other securities (issued or sponsored) will depend in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our Class A common shares and our other securities (issued or sponsored) or publish inaccurate or unfavorable research about our business, the price of our Class A common shares and our other securities (issued or sponsored) would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our Class A common shares and our other securities (issued or sponsored) could decrease, which might cause the price of our Class A common shares and our other securities (issued or sponsored) and trading volume to decline.

A. History and development of the company We are an exempted company with limited liability incorporated on March 11, 2014 under the laws of the Cayman Islands, with the legal name StoneCo Ltd. (formerly DLP Payments Holding Ltd.). Our registered office is located at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands and our office is located at Block 12D Parcel 33 and 95, 18 Forum Lane, Camana Bay, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Our main operational hub is located in the city of São Paulo, state of São Paulo, Brazil, at Avenida Rebouças, No. 2880, Postal Code 05402-500. Our telephone number at this address is +55 (48) 9826-0095. For more information regarding our offices refer to “Item 4. Information on the Company—D. Property and Equipment”. Table of Contents FORM 20-F 26FY25 57 Investors should contact us for any inquiries through the address and telephone number of our principal executive office and our investor relations team can be contacted at [email protected]. Our principal website is www.stone.co. The information contained in, or accessible through, our website is not incorporated by reference in, and should not be considered part of this annual report. We are a leading provider of financial products and services that empower Brazilian merchants to conduct commerce seamlessly across multiple channels and help them grow their businesses mostly through our payments, banking and credit solutions, with the best service in the industry. With a focus on MSMBs, our goal is to transform their dreams into results. We believe we were pioneers in challenging the status quo in Brazil, aiming to provide fairer-priced financial services to merchants. In 2017, we became the first non-banking entity to receive authorization from the Central Bank to operate as an Acquirer, through a payments institution license. In addition, we are one of the largest independent merchant Acquirers in Brazil and, according to ABECS data, were among the six largest players based on total card volume in 2025. We started our journey by providing payment services to small and medium-sized businesses (“SMBs”) through a differentiated business model centered around our client’s needs. Once we believed we had developed the capabilities to serve this segment of the market through payments, we sought to strategically position ourselves to grow both by expanding our product offering to those clients, as well as by expanding into other client segments. Throughout our journey, we made each strategic choices with a targeted focus, serving as a steppingstone to broaden our reach, as described by the “Five Acts of our Evolution”, as detailed below. Act one: Our beginning We started Stone by serving SMBs with a very simple payments solution, at attractive prices and with a differentiated business model. Those merchants were often ignored or underserved by the industry at the time and we identified there was a specific need in the market and a large opportunity to address. In this regard, we developed a strong client-centric culture that sought to delight our clients rather than simply provide them with a solution or service. We created a proprietary, go-to-market approach called the Stone Business Model, which enabled us to control the client experience and ensure that interactions were provided by our people or our technology. The Stone Business Model combines (1) an advanced, end-to-end, cloud-based technology platform; (2) a differentiated hyper-local and integrated distribution approach; and (3) a white-glove, on-demand customer service, as described below. (1) Advanced, End-to-End, Cloud-Based Technology Platform—We designed our cloud-based technology platform to: (i) help our clients connect, get paid and grow their businesses, while meeting the complex and rapidly changing demands of omnichannel commerce; and (ii) overcome long-standing inefficiencies within the Brazilian payments market. Having a proprietary, cloud-based, end-to-end platform enabled us to develop, host and deploy our solutions very quickly. (2) Differentiated Hyper-Local and Integrated Distribution—We developed our distribution solution to proactively reach and serve our clients more effectively. In particular, we developed Stone Hubs, which are local operations close to our clients that include an integrated team of sales, service, and operations support staff to reach small and medium-sized businesses locally and efficiently, and to build stronger relationships with them. Table of Contents FORM 20-F 26FY25 58 (3) White-Glove, On-Demand Customer Service—We created our on-demand customer service team to support our clients quickly, conveniently, and with high-quality service designed to strengthen our customer relationships and improve their lifetime value with us. Our customer service approach combines: (i) a human connection, through which we seek to address our clients’ service needs in a single phone call using a qualified team of technically trained agents; (ii) proximity, through our Green Angels, team of local support personnel who can serve our clients in person within minutes or hours, instead of days or weeks; and (iii) technology, through a range of self-service tools and proprietary artificial intelligence, or AI, that help our clients manage their operations more conveniently and enable our agents to proactively address merchant’s needs, sometimes before they are even aware of an issue. At the core of the Stone Business model is our Client Centric Culture. We have cultivated a culture that thrives on innovation, entrepreneurship, and a steadfast commitment to our mission, that we believe helps attract new talent, enables us to achieve our objectives, and provides us a key competitive advantage. Through the Stone Business Model, we sought to disrupt the market, achieve scale and gain operating leverage. Our client base grew rapidly as we took share from the incumbents reaching more than 4.8 million clients as of December 31, 2025. Once we had established a foothold in the SMB segment with good fundamentals, we began to look at extending and expanding further. Act two: Expansion into Micro Segment We envisioned an opportunity to leverage our distribution capabilities and product platform to reach the micro-merchant segment with payments solutions, by developing a lighter version of Stone, which we called “Ton”. Ton’s value proposition is to provide digital-first distribution and client experience, at attractive prices to micro clients. We believe this strategy provided good unit economics to us and attractive offerings to our clients, and we were able to expand our addressable market and gain relevance in the micro-merchant space. Act three: Expansion into Banking Operating at scale in both Micro and SMB segments of the market meant we had a significant amount of payment volumes going through Stone platform with our two brands: “Stone” and “Ton”. However, a significant portion of our client’s funds were being deposited and spent elsewhere. For this reason, we saw the opportunity to expand our capabilities into banking by the end of 2020 and beginning of 2021. We built our own banking platform from scratch, which allowed us to control the development and quality of the client experience. This was also important to make sure that payments and banking were fully integrated into a single solution, enabling us to make bundles on new sales, and scale with minimal incremental cost of acquisition. This approach enabled us to convert payment volumes into deposits, opening a new avenue of monetization while also deepening customer engagement through more integrated financial solutions. By enhancing the overall client experience, we believe that these initiatives strengthen loyalty and drive increased adoption of our services. Act four: Move upmarket in SMB Having achieved significant scale in the SMB segment, we recognize that our clients’ operational and financial needs vary meaningfully by size. In particular, medium-sized merchants, the largest and most sophisticated within our segment, are highly profitable but require more robust products and services. Table of Contents FORM 20-F 26FY25 59 To address this, we have strategically evolved our go-to-market and product approaches. On the distribution front, we refined our model by deploying dedicated "Sales Specialists" within our hub network to provide a tailored financial services sales experience. On the product side, we identified that extending an immediate credit facility upon a merchant's initial onboarding is a critical driver for both acquisition and subsequent operational growth, and we are actively developing solutions to address this need. Furthermore, because these medium merchants typically manage larger workforces, providing an integrated, seamless payroll management solution is essential. Ultimately, our strategy centers on building comprehensive ecosystems that seamlessly connect our merchants' financial money flows with their daily operational workflows, thereby driving greater efficiency and long-term engagement. We remain committed to continuously deepening our understanding of our merchants' evolving needs and developing solutions that directly address their operational challenges. Act five: Credit Deployment We began to test credit in 2020, but due to several problems and the difficult operating environment during the COVID-19 pandemic, we did not perform well and shut the product down. This impacted our earnings at the time but, ultimately, we recovered almost 100% of the amount disbursed. After that, we worked to completely reestablish our credit operation, based on the learnings from our first trial, with a new team, new technology and new governance. We sought to have a product that is synchronized with our clients’ business, with daily amortization to reduce our overall risk and to ensure that our growth can be based upon healthy cohorts. Moreover, over the long-term we see credit as part of a powerful self-reinforcing network effect. We also believe that the availability of credit is a key component for clients to increase their reliance on our platform as their main financial services provider, increasing engagement with our solutions and ultimately potentially increasing flow of funds into our financial ecosystem. As we ramp up our client base, we expect payments and banking to help unlock credit supply to clients and ease collections. Looking at the revenue impact of all five acts together, we can see the power and benefits of our approach. We have been able to keep innovating and evolving to extend our capabilities and expand our market reach. Through this, we effectively diversified our business revenue profile, as each product offer matured within each market segment. Between 2018 and 2025, we have increased the revenues from the five acts, which considers total revenue and income excluding other financial income from continuing operations, at a compound annual growth rate of 33%. We believe we have managed this rapid growth while maintaining high-quality service. In 2025, we had the highest customer satisfaction score among our competitors according to “Reclame Aqui”, with a weighted average score of 9.3 for Stone and Ton, compared to a weighted average of 8.2 for our six main competitors. Recent developments In 2021, we acquired Linx to provide integrated software and financial solutions to medium-sized merchants. Post-integration, we concentrated on four high-potential verticals: gas stations, retail, food, and drugstores, aiming to maximize TPV and financial services penetration within our installed base. However, during 2024, we observed that cross-selling financial services was significantly more successful when executed through our specialized financial services channel rather than through the software channel. This impacted not only how the economics were distributed between the financial services and software segments, but also led to our evaluation of strategic alternatives, including identifying potential partners to operate the software businesses. The evaluation process was conducted at the end of 2024 and, by July 2025, we reached an agreement to sell Linx Sistemas and certain other assets (the Software Businesses). The transaction was approved without restrictions by the Brazilian Administrative Council for Economic Defense (CADE) on January 30, 2026 and was completed on February 27, 2026. The total amount received was R$ 3,272.2 million, and the final accounting effects of the disposal will be recognized in 2026. For additional information, see “Presentation — Selected Financial Data”. Table of Contents FORM 20-F 26FY25 60 Following the closing of the sale of the Software Business as reported in our Form 6-K filed on February 27, 2026, on April 14, 2026, our Board of Directors approved the payment of an extraordinary cash dividend of US$2.53 per share (applicable to both Class A and Class B shareholders), to be paid on May 4, 2026 to shareholders of record as of April 24, 2026, totaling approximately R$3.08 billion. This represents a one-time event that should not be construed as establishing any policy or commitment regarding future dividends, which will remain at the sole discretion of our Board of Directors. Key Operational and Financial Highlights The following is a summary of our key operational and financial highlights: •In 2025, we processed TPV, including Pix QR Code, of R$560.9 billion, compared with R$516.2 billion in 2024, representing an annual growth of 8.7%. •In 2025, we generated R$14,153.8 million of total revenue and income from continuing operations, compared with R$12,049.6 million in 2024, representing annual growth of 17.5%; and •In 2025, net income from continuing operations was R$2,377.1 million and adjusted net income from continuing operations was R$2,477.2 million, compared with R$2,020.6 million net income and R$2,108.2 million adjusted net income from continuing operations in 2024, respectively. See “Presentation of Financial and Other Information” and “Item 5. Operating and Financial Review and Prospects—A. Operating results” for a reconciliation of adjusted net income (loss) to our profit (loss) for the period. B. Business overview Our focus is to serve MSMBs with great solutions, at fair prices, and provide the best customer experience to help them better manage their businesses and sell more. We currently operate in a single business segment mainly composed of financial services solutions, in which we offer payments, digital banking, and credit solutions, tailoring our Ton offering mostly for micro-merchants, and our Stone solution for SMBs. Our positioning in the micro-merchant segment, which considers clients with monthly total payment volume (“TPV”) below R$15,000, is to offer easy-to-use solutions and a digital business model with low costs for the clients and good economics for us. In the SMB client segment, which comprises clients with monthly TPV between R$15,000 and R$2 million, we have two different approaches: (i) for clients with simpler operations, we strive to offer an all-in-one Stone solution that combines our merchant-focused payments and banking services; and (ii) for clients with more mature operations, we look to offer more sophisticated solutions mostly through features that connect merchants’ money flows and workflows. Finally, for large clients, we are positioned to have an opportunistic approach focusing on efficiency and profitability, offering more tailor-made solutions. Table of Contents FORM 20-F 26FY25 61 Our goal is to be the best and most complete financial operating system for Brazilian merchants, enabling them to manage their financial lives in a seamless and integrated way. We offer our services to both MSMBs (micro-merchants and SMBs) and Key Accounts (comprised of platform services and sub-acquirers), with solutions ranging from payments to digital banking and credit, as detailed below: •Payment Solutions: Payment collection is streamlined by accepting numerous forms of electronic payments and alternative payment methods (“APMs”), such as payment slips (Boletos) and Pix transactions, and by conducting a wide range of transactions in brick-and-mortar and digital storefronts in a quick and user-friendly manner. We also provide digital product enhancements to help our merchants improve their consumers’ experience, such as our split-payment processing, multi-payment processing, and recurring payments for subscriptions. Additionally, we have our tap on phone solution (TapTon) that allows merchants to sell via their smartphones, opening new opportunities to improve their sales. •Prepayment Solutions: We help our clients manage their working capital needs and effectively plan for the future by offering them prepayment financing, which consists of making the settlement of a card transaction to our clients at a discount before the settlement is originally due, allowing clients to receive their funds two days after the transaction is approved or as early as the same day. Such working capital solution provides clients with transparency and control over their receivables, enabling them to better manage their cash flow to help their businesses grow. Table of Contents FORM 20-F 26FY25 62 Below is an illustration of prepayment workflows in Brazil: •Digital Banking Solutions: We offer a digital bank account to our clients, which is tailored specifically for merchants. The bank account can be integrated to the POS to help merchants manage their finances efficiently. In addition, with this digital banking account, merchants can receive and make payments and Pix transfers, issue payment slips (Boletos), pay taxes, and save money, all in a cost-effective and user-friendly way, seeking to increase their cash-flow within the Stone platform, significantly increasing the experience and convenience. Also, we developed multi-user access, permissions and safe authorization processes for those merchants who have employees that help with their workflow. In addition, we provide our clients some insurance solutions, acting solely as a broker. Throughout 2025 we have focused on evolving our banking solution to also connect merchants money flows and workflows. As such we have launched our Payroll feature to help merchants not only manage but to also pay their employees. •Credit Solutions: We offer an array of credit solutions to merchants, including working capital, credit card and revolving credit. Our working capital and revolving credit products feature an innovative repayment schedule, where clients pay down their loans in line with their performed TPV. In the working capital product revision undertaken since 2021, we introduced monthly installments to help merchants keep up with their repayment schedule. Also, in case sales aren’t keeping pace with the minimum, we offer other multiple payment sources, such as payment slips (Boletos), payment link, Pix transfer, future receivables, or the possibility of using the Stone account balance. Our Business Model We believe we have a dynamic mix of core competencies that significantly distinguish us from our main competitors in the Brazilian market. These core competencies are defined in four pillars: (i) Our Unique Culture; (ii) Comprehensive Merchant Platform; (iii) Tech Enabled Distribution; and (iv) Superior Client Service. When combined, these competencies yield a powerful set of competitive strengths that have: (1) enabled us to disrupt legacy practices, older technologies, and incumbent vendors in the Brazilian market; (2) empowered us to launch other technology and financial services solutions; and (3) positioned us favorably to continue to grow our business and expand our addressable market. Below, we will detail each of these four core competencies. Table of Contents FORM 20-F 26FY25 63 1. Our Unique Culture We have proactively fostered and developed a highly-innovative, entrepreneurial, and mission-driven culture that we believe helps attract new talent, enables us to achieve our objectives, and provides a key competitive advantage. Our culture unites our team across numerous functions and focuses our collective efforts on passionately developing technology and disrupting legacy practices, older technologies, and incumbent vendors in order to provide solutions and a level of service that go beyond simply meeting the needs of our clients, and instead seeks to deliver an enhanced overall client experience. Our client-centric culture is built upon the following five pillars, which we convey to our employees, employee candidates, clients, and partners: •The Reason—Our culture is centered on the fundamental belief that our clients drive everything we do. We also emphasize to our clients that, like them, we have also worked hard to start and grow a new business. We believe that building and maintaining close and active relationships with our clients will improve our ability to innovate, expand our leadership in the market, and grow our business. •Own It—We expect that all employees present an “owner” mindset and use their intelligence to solve problems with a primary focus on making our clients’ experience great. We constantly strive to recognize exceptional achievement. •No Bullshit—We encourage respectful candor in all interactions and aim to be straight to the point. We criticize ideas, not people. We expect our teams to always choose the correct path, not the fastest, and to act in a simple and efficient way. •Team Play—We have learned that people achieve greater results together. We believe that more ideas flourish, are debated better, and questioned more effectively in teams. As a result, we strive to work together and constantly look for people with complementary skills to join our team. •Live the Ride—We believe we will evolve more effectively by trying new ideas and improving on them with energy and passion. New ideas need to be tested in a controlled way, and only scaled once they have demonstrated authentic promise. 2. Comprehensive Merchant Platform We believe that building a robust technology stack on scalable platforms is a key element for companies aiming to stay competitive in the dynamic business landscape. Therefore, technology’s transformative impact is evident across industries, reshaping how businesses operate and engage with their audiences due to unparalleled scalability and extensive reach, outperforming conventional operational models. We understand that client demands are increasingly instantaneous, leading us to digital products and services with self-service, real-time response, automation, and personalization. This is made possible by our technological mindset centered on platforms. However, our rapid growth initially leaned heavily towards development speed, sometimes at the expense of consistency and reusability. This resulted in the existence of multiple data platforms managed by different teams and implemented across various cloud platforms, for instance. We believe that our platform-focused approach is a key differentiator element for our business, and we are on an ongoing journey to reach our ultimate destination. Table of Contents FORM 20-F 26FY25 64 In the last three years, we made substantial strides in integrating these disparate silos. We have united our technology teams, established consistent processes, and developed foundational components. This collaborative effort has culminated in the creation of a unified technology team that builds a cohesive, scalable, and reusable set of platforms known as the Stone Platform, which is structured into four layers: •Experience: facilitates the creation of intuitive and customizable interfaces, tailored through simple configuration changes to suit different products. We believe the best way to build a long-term competitive advantage is to deeply understand the needs of each of the different segments we operate to build different value propositions. However, to achieve scale while operating with multiple value propositions, we need to provide flexibility to adapt communication, choose features and craft the final experience in a unique way for each segment, with the maximum utilization of reusable components. We plan to expand our platform in three main directions: (i) open ecosystem to enable partners to provide complementary products and services to our clients; (ii) omnichannel lifecycle to connect the increasing new acquisition and relationship channels as we seek to increase cross-selling opportunities and client loyalty; and (iii) personalized offering to facilitate aligning with the increased options introduced by the ecosystem, without overwhelming the client experience. •Product: encompasses our primary financial service platforms, including payments, banking, and credit. The product platform aims to provide specialized expertise in each business domain through easily integrable and customizable components and features via a set of software development kit (SDKs), application programming interfaces (“APIs”), and services. This allows for the maximum possible reuse of components while providing the capacity for specific configurations and customizations for each segment. This way, we gain flexibility and agility to quickly enter new segments with very low investment. Our product platform will evolve: (i) from payments to an omnichannel checkout; (ii) from credit to a smart cash flow equalizer, by actively providing and proposing alternatives to optimize the use of third-parties’ capital with an almost infinite flow of information that will enable our models to predict cash flow needs; and (iii) from banking to intelligent spending management, with the combination of open finance and AI. •Operational: empowering our sales, includes client services, marketing, and logistics through dedicated platforms. Our operations are founded on clear and simple principles: deliver the best experience to clients while pursuing operational excellence – and make it all with simplicity. We strive to do this through an integrated suite of proprietary technology solutions that our team uses every day, including: (i) Marco Polo, our platform for sales and distribution, which has an important role in managing our territories, sales pipelines, and clients’ life cycle, helping us to increase the productivity of our sales force; (ii) Green App, our platform for logistics operations across Brazil with capabilities that range from supply chain management to last mile logistics; and (iii) One Platform, that supports our client service operations enabling us to support clients through multiple channels, including chatbots, and to have a more complete view of client’s information. •Internal: empowering our developer and product teams with platforms that foster agility and a data-centric approach maintaining an unwavering focus on the security, scalability, and availability of our services. This platform is an essential structure for our operations, providing the essential tools and services that empower our developers to remain agile and allowing us to innovate across all product domains. In our client-centric approach, data guides every aspect of our decision making and one critical metric of concern revolves around developer agility. We are deeply committed to building the services that enhance our developers’ productivity, enabling us to promptly respond to the evolving needs of our product team. An important evolution of this process has been our focus on becoming an AI-first company, centered on three key pillars: productivity, product embedding and growth metrics. By replacing repetitive human-driven processes with scalable AI agents, we are driving improvements in organizational agility and efficiency. Below are selected examples of this evolution: •Generative AI now supports a substantial portion of our Customer Service operations and parts of the end-to-end journey in digital sales for lower-tier segments. As a result, in Customer Service we reduced operational workload while improving service quality, with CSAT reaching 92% as of December 31, 2025 compared to 90% as of December 31, 2024. In addition, in inside sales, we improved sales funnel conversion despite lower headcount, outperforming internal expectations. •AI is increasingly embedded into products and workflows, reducing manual workloads while improving speed, allowing teams to focus on higher value activities. For instance, productivity gains have already been observed in certain migration cases, with time-to-market reduced by 2 times. Table of Contents FORM 20-F 26FY25 65 •Finally, we are focused on responsible AI adoption, including the implementation of ethical standards and data security practices. To support scalability and governance, we developed our own AI Gateway as a central broker for model management and cost control. We have expanded internal access to AI tools, including making Gemini broadly available across the organization, and have trained more than 5,000 employees through our “Zero Front” literacy program. 3. Tech-enabled distribution We sell and distribute our solutions through three different types of channels: (i) Proximity channels, focused mainly on SMBs, in which we leverage our in-person distribution through proprietary hubs and franchised hubs, leading to a closer relationship with our merchants with service differentiation as the main driver; (ii) Digital channels, with the focus on scaling with efficient Customer Acquisition Cost (“CAC”) through our digital, inbound sales and self-onboarding services; and (iii) Strategic Partners, which is composed of our member-get-member channel, focused mainly on micro-merchants, and our Partner Program, focused on SMBs and Key Accounts, with expanded reach as the main driver. We believe we have significant competitive advantages through our distribution capabilities. Our multiple channels allow us to provide service differentiation at scale, as we can dynamically choose the right channel to serve each client in an optimal and tailored manner, balancing growth with unit economics optimization. i.Proximity Channels: •Stone Hubs: We distribute our technology and solutions to brick-and-mortar merchants primarily through our Stone Hubs, which are designed to provide hyper-local sales and service to SMB merchants in a designated geographic region. Our hubs are local operational offices that house an integrated team of sales and logistics support personnel. These offices are located in small-and-medium sized cities (or regions of larger cities), which have historically been underserved and disregarded by many of our competitors. We have both proprietary hubs as well as franchised hubs. In December 2025, we had more than 650 Proprietary and Franchised Stone Hubs. •Proprietary Stone Hub—We establish local operations and send highly trained Stone Agents and Green Angels to develop our operations, train new team members, and ensure that our focus on high-quality service is instilled. Table of Contents FORM 20-F 26FY25 66 •Franchised Stone Hub—Our franchise hubs are similar to our proprietary hubs, except that the hub is owned and operated by a local business owner who typically provides local sales and operational support and relationships in the community. These hubs are entirely Stone-branded and operated by highly trained personnel who perform the same duties as personnel working in our proprietary hubs, in accordance with our policies, procedures and internal targets. We can decide to establish a franchise hub instead of a proprietary hub according to a few key parameters such as population density, estimated available TPV and profitability from merchants in the designated area, as well as if we identify an attractive potential partner in the region. Our hubs are staffed by sales and logistics personnel that include: •Stone Agents—Our troops-on-the-ground sales team. This is a qualified team, focused mostly on the Small segment within SMBs, who are highly trained to deliver personalized and effective sales and support directly to the doorstep of our clients. We believe that by being close to our clients, we have a unique ability to build strong client relationships, attend to their specific needs and react quickly to changes in each local market. •Stone Specialists—Also part of our troops-on-the-ground sales team, specialists are part of the career path of an Agent. Specialists are responsible and specifically trained to address the needs of larger SMBs, who have more complex and specific issues and thus the need for more complete financial and management solutions. From 2024 onwards, we have reinforced this function in our hubs, as part of our efforts to increase our penetration in the medium client segment. Our Stone Agents and Specialists are both supported by an integrated proprietary technology platform, which combines smart routing with merchant behavior mapping, which enables them to provide sales and support services efficiently and effectively. •District and Hub “Owners”—Our regional sales leadership. This team is composed of highly trained and experienced former Stone Agents that are tasked with opening and managing new hub territories. Regional managers are supported extensively with daily performance indicators and tools provided by our technology platform and management to facilitate active interaction and support with their teams. We have developed a proprietary method of training and supporting our sales personnel, which we believe has directly increased our team’s results. Our Stone Agents receive extensive training in our company’s culture and operations during their onboarding process, and on an ongoing basis, to help reinforce our client-centric culture and high-performance standards. Our sales personnel have disciplined daily, weekly, and monthly touchpoints with their leaders, along with routine reporting, key performance indicators (KPI) reviews, and other core processes to help ensure they are equipped with the tools and support they need to maximize their effectiveness. The typical daily routine of a Stone Agent involves starting the day with team meetings to align goals and strategies, followed by client meetings focused on driving new sales. In addition, our sales personnel are supported by direct marketing campaigns to help build brand awareness as we enter new markets. ii.Digital Channels: •Inbound Sales and Distribution— We also sell our solutions through a similar, highly trained sales team that is centrally located and dedicated to fielding inbound calls as a result of digital advertising campaigns and referrals resulting from network effects of our clients within our hubs, as well as sales leads. This team can manage and onboard a new client in-house. •Online self-onboarding— Our self-onboarding channel is fast and convenient for merchants that already know which solutions are better suited for them. This method allows merchants to sign up and complete the purchase process on their own, without the need for direct interaction with a sales representative through our user-friendly website and app. Table of Contents FORM 20-F 26FY25 67 iii.Strategic Partners •Partner Program— Our distribution through partners, mainly software providers (ISVs), marketplaces and e-commerce platforms. Different from the channels mentioned above, Partner Program is mainly focused on platform services merchants, within the Key Accounts business segment. Participants within the Partner Program develop vertical-specific software for merchants that help them run their front-of-house functions and back-office operations. We integrate and embed our connection, payment acceptance, and data reconciliation capabilities into their software in order to improve functionality and convenience. Partners may also participate in a portion of the economics generated by payments processed through their software. In December 2025, we had more than 500 Strategic Partners. •Member-get-member— In 2021, we developed the “Renda-extra” channel, in which any client or person in Brazil that is registered in the channel can refer our Ton solution to merchants in the country, in exchange for a commission. After the referral is made, the Ton team is responsible for the support and logistics to deliver the POS to the client. An important part of making sure our distribution channels are excelling in their functions is to guarantee we have the right technological assets in place to support them. As we have already detailed in “Item 4. Information on the Company — B. Business Overview — 2. Comprehensive Merchant Platform”, the Stone Platform is structured in four layers, being one of those the Operational Platform. To assist our distribution channels, mainly our hubs, we have developed Marco Polo, our platform for sales and distribution. Marco Polo has an important role in managing our territories, sales pipelines, and client’s life cycle, which we believe helps us to increase the productivity of our sales force. 4. Superior Client Service We serve and support our clients with fast, convenient, and high-quality customer service with support teams and technology tools that we believe are highly differentiated and have enabled us to maintain high customer service satisfaction. Our service and support functions, processes and tools were designed to embody our strong client-centric culture, continuously strengthen our client relationships, increasing their long-term value. Our client service team is essentially composed of our logistics and our customer support teams. The first one is divided as below: •Green Angels Team—This is the team of local and specialized personnel, who provide on-demand logistics support in the field. The Green Angel team is embedded inside our local Stone Hubs, where they interact with Stone Agents and our centralized client relationship team and leverage our cloud-based logistics platform to rapidly respond to the needs of our clients. Once they become aware of an issue, Green Angels commonly travel by motorcycle and reach our clients within minutes or hours to help them in a need instead of taking days or weeks, through mail service, or using a third-party logistics company. Green Angels can deliver terminals, help with installation, set up a merchant’s Wi-Fi connectivity, replace parts, or provide other services. •Logistics Team—Our logistics team manages the deployment of POS devices and related accessories and uses predictive modeling of merchant behavior to proactively identify potential client logistics service issues. This centralized team manages terminal programming and equipment services, deployment, set-up, technical support, repair and replacement, remote terminal software updates, warehousing and inventory control and reporting. They communicate with and deploy our local Green Angels to provide on-demand support. Moving to customer support, our mission is to solve the clients’ issues as fast as possible, sustaining their high satisfaction, which can be done through different ways. Below, we will detail each of the solutions our clients can reach to have their problems solved, from the simplest to the most complex ones. •Stone Self-Service Tools— Our range of apps, online portals, and self-service tools that help our clients check all of their data, manage their operations more conveniently, and solve certain issues by themselves, according to their preference. Table of Contents FORM 20-F 26FY25 68 •Servicing through bots— We provide our clients a chatbot named “Lucy” capable of immediately resolving simpler issues, with access to clients information and authorization to execute actions. Brazil is highly conversational – a significant number of clients prefer to contact us via WhatsApp or chat, rather than by phone. This makes our bot a scalable and convenient solution for both our operation and our clients. Our chatbot team is a specialized, centralized and an in-house team responsible for the development and operation of our chatbots. The team’s main goal is to deploy scalable, high quality digital support for our clients with 24/7 availability. It leverages Natural Language Understanding (NLU) and Natural Language Processing (NLP) service providers with our CRM technology in order to build humanized conversation flows that can understand and solve our clients' requests and questions. The first chatbot we designed was made to support Ton’s customer experience operation, and is a key piece of Ton’s operational model, as it enables the customer support to scale up in high speed and low cost, reducing the cost to serve for this segment. In 2024, we made a significant improvement by implementing a proprietary Large Language Model (LLM) platform in our bots, boosting their deflection rates and at the same time improving client satisfaction (CSAT). •Servicing through hubs— This is usually one of the first ways clients reach us. Through our hubs and franchises, clients can reach to our agents to resolve their day-to-day concerns. Our agents, utilizing the Marco Polo app, have access to the entire spectrum of client information, including historical relationship data, client profitability, and product usage details. Additionally, agents can request services, such as POS maintenance or additional devices, and immediately solve merchants’ issues. •Servicing through enchanters— In addition to our self-service tools, bots and sales agents, our clients can rely on the expertise of our enchanters. Our enchanters are available through various channels, such as WhatsApp, in-app chat, and phone. Essentially, our clients can reach out to us in their preferred manner, and our unified platform seamlessly manages all interactions. When assisting a client, the enchanter quickly views their information, eliminating the need for time-consuming investigations. This improves efficiency and provides a comprehensive view of the client, from interactions with our sales team to detailed product configurations. There is still plenty of room to gain productivity using AI tools, but we have already started introducing AI to our client relationship team. For example, with AI, we help our enchanters to faster understand clients needs providing them summaries of client's history. This makes us more productive and also improves the quality of our service. In 2025, 90% of the contacts were answered within our internal service level agreement targets for calls and written channels. As a result, 89% of contacts were rated as “excellent” by our clients according to our internal surveys. Within our enchanters, we have one specialized team that is focused on client retention. This is a centralized team that is responsible for trying to keep clients who are considering canceling the services we provide. If a client contacts our client relationship team to cancel their services, our retention team is instantly notified and receives the demand. Complementing this reactive approach, we have established a dedicated Strategic Consulting team focused on our SMB portfolio. Unlike the centralized retention group, each consultant in this team manages a specific portfolio of clients, acting as a business advisor. Their mission is to foster deep relationships, drive profitability, and ensure long-term retention through proactive engagement. They maintain an "open-door" policy, being readily available for client needs while also initiating strategic touchpoints to ensure the partnership remains valuable. We also have an adjacent data analytics group that constantly monitors our clients, uses AI technology to predict potential churn, and proactively identifies possible actions that both our consultants and our client retention team could take to reverse the propensity for churn. We believe the use of technology to support our customer service team and our focus on self-service tools provide us with scalable customer service operations, while maintaining the quality of our services. In order to do so, we use a range of integrated systems, powered by the Stone Technology Platform, which empowers our client relationship, client retention and Green Angel team, to optimize our customer service and support functions through the Green App and the One Platform. In the following section we will go over the opportunity we have within the market segments we target and the clients we serve, which we believe we are well-positioned to address through our competitive advantages just described. Table of Contents FORM 20-F 26FY25 69 Our Markets We operate in Brazil, a large and fast-growing market for financial technology solutions. According to IBGE, Brazil nominal GDP and private consumption expenditures (“PCE”) in 2025 were R$12.7 trillion and R$8.1 trillion, respectively, up from R$11.7 trillion and R$7.5 trillion, respectively, in 2024. In 2025, total volume of card transactions increased 10.1% to R$4.5 trillion, while in 2024 it recorded a growth of 10.9% to R$4.2 trillion. As mentioned in “ — Business Overview — Pix ”, Pix was a key evolution for the payments system in Brazil, promoted by the Central Bank in the end of 2020. The Central Bank launched Pix with the goal of democratizing access to electronic payment methods, contributing to financial and digital inclusion and thus promoting greater digitalization of payments, fostering competition, market efficiency and lowering costs of electronic transactions. Since its launch, Pix transactions have been gaining traction, more than 180 million unique Pix keys registered in the financial system as of December 31, 2025. The initial wave of Pix, from 2020 to 2022, was primarily driven by Peer-to-Peer (“P2P”) transactions. During that period, individuals increasingly adopted Pix as an alternative to cash and wire transfers, leveraging its instant and cost-free payment functionality. This shift significantly contributed to greater financial inclusion within the ecosystem, leading to a reduction in the volume of cash in circulation. The next phase of Pix, from 2022 to 2024, was driven by Peer-to-Merchant or Peer-to-Business (“P2M” or “P2B”) transactions, where merchants increasingly adopted Pix QR codes at POS equipment to accept payments. Unlike P2P transactions, Pix QR code payments are typically subject to fees charged by Acquirers. Pix QR code transactions offer three key advantages to merchants: (i) lower costs, as they are not subject to interchange and network fees, (ii) seamless reconciliation with other card transactions processed through the POS system, which is critical for efficient store management, and (iii) ability to instantly confirm whether the transaction has been successfully settled, eliminating the need for customers to send payment receipts to the store owner, streamlining the payment process and avoiding fraud. After assessing the impact of Pix transactions, we concluded that Pix has two main effects to our business: (i) Pix QR Code has a positive contribution, since this type of transaction has economics comparable to debit transactions, while they also bring higher client engagement within our banking ecosystem, and (ii) Pix P2P transactions have a slightly negative impact, primarily as micro-merchants—who often mix their personal and business finances—have increasingly replaced debit payments with Pix P2P transfers, which are cost free to them. Considering these dynamics, we regard Pix as a meaningful evolution in the payments landscape. We remain committed to leading innovation within this rapidly developing environment, continuously adapting to future developments. For example, we have already started leveraging on Pix to enhance our products, such as using its volume on the daily amortization schedule of our credit product and by offering products on top of Pix rails such as Pix Parcelado or Pix Financing. While electronic payments already exceed 90% of PCE by some accounts, in our view the total addressable market extends beyond personal consumption expenditure (PCE) given that intermediate consumption, a significant factor in Brazil, expands the Total Addressable Market (“TAM”) considerably. Also, evidence from other countries with even higher consumption penetration suggests that a competitive environment can remain both healthy and profitable. For example, in the United States, MSMB Take Rates have remained stable over the past 5 years, despite penetration estimates surrounding 120% of PCE (including card TPV and Automated Clearing House (ACH) person-to-business volumes). Furthermore, our analysis of Central Bank Pix data suggests that penetration calculated as such includes transactions from financial intermediation, property investments, agribusiness, and others which are not reflected in final consumption. Table of Contents FORM 20-F 26FY25 70 Despite high penetration levels, industry dynamics continue to support profitability improvement. In the United States, challenger Acquirers have continued to gain market share within the industry’s revenue pool. Additionally, our internal econometric analysis of take rate trends across cities and sectors with low cash usage has shown no indication of price reductions due to market saturation in recent years. This trend is driven by the increasing indispensability of Acquirers’ services in areas with higher electronic payment penetration. As electronic transactions representativeness continue to grow, the role of payment service providers becomes more critical for merchants, making their demand for these services more inelastic. As a result, we believe there still is a big opportunity to continue to grow and increase our presence in the markets we address. According to our most recent internal estimates, as of September 30, 2025, we had a total available market (“TAM”), which considers revenue net of funding costs and provisions for loan losses for MSMBs in Brazil, in the amount of approximately R$32.0 billion for payments, R$33.0 billion for banking as well as almost R$42.0 billion for credit . As Pix became a relevant payment method, we have incorporated its TAM within payments, as it is a clear opportunity to us. To evaluate this opportunity, we developed internal estimates that take into account Pix P2B and P2P transactions conducted via both dynamic and static Pix QR Codes within certain retail Merchant Category Codes (MCC), as well as Pix P2B transactions also from certain MCCs that can be considered commercial transactions according to internal parameters for average ticket. Based on this analysis, we estimate our addressable Pix market to be approximately R$2.0 billion, already incorporated in the R$32.0 billion mentioned above from payments. Below, a description of what is being considered in each MSMB business TAM: •Our TAM for the payments business includes revenues from Net MDR from Pix and credit, debit and prepaid cards, prepayment and POS rental, excluding taxes; •Our TAM for the banking business includes revenues from floating, interchange fees from credit and debit cards issued by us and other fees such as wire transfer fees; and •Our TAM for the credit business includes net revenues from working capital loans, revolving credit and credit card financing. We believe we operate in a market with strong opportunities for long-term sustainable growth. This conclusion is based on several underlying trends that have directly affected the Brazilian retail sector in recent years, including increase in: (1) electronic commerce; (2) sales; (3) number of stores; (4) formalization; and (5) investment in professionalization of businesses by Brazilian companies. Our Opportunity and Market Share Analyzing the impact of all “Five Acts of our Evolution” in “Item 4. Business Overview — A. History and Development of the Company”, we see the strengths and benefits of our strategy. We seek to continue innovating and evolving to extend our capabilities and expand our market reach. Through this, we diversified our business revenue offerings, as each product offer matured within each market segment. We expect this pattern to continue, making our company stronger and more resilient. We estimate that we still have a relevant opportunity ahead with the diversification of our payments business into other solutions such as banking and credit. Considering these products, we estimate that our TAM is higher than R$100 billion in revenues net of funding costs and credit losses in the MSMB segment as of September 2025. We also estimate that the micro segment revenue pool represents more than R$38 billion with a client pool larger than 11 million, while the SMB segment has the largest revenue pool opportunity, with R$69 billion and a client pool of approximately 4 million. Based on our internal estimates and publicly available data, we can see that by successfully executing our “Five acts”, we have the potential to multiply the penetration in our current addressable market. As a result of such expectations, we believe that our market share as of December 31, 2025 on each of our addressable market’s buckets is still small in comparison to our TAM. Table of Contents FORM 20-F 26FY25 71 When analyzing the Brazilian card industry specifically, processing volumes were R$4.5 trillion in 2025 according to ABECS data, resulting in a market share for us in 2025 of 10.3%. When considering only our MSMB TPV in comparison to total card industry volume disclosed by ABECS, our market share in 2025 was 9.3% compared with 9.7% in 2024. During 2025, Brazil experienced an acceleration in e-commerce growth relative to physical retail. According to data from ABECS, non-physical (e-commerce) volumes grew by 18.3% in 2025 compared to 2024, whereas physical retail volumes grew by 7.3% over the same period. Given our strategic focus on MSMBs operating primarily in the brick-and-mortar segment, our exposure to e-commerce volumes, which is dominated by marketplaces, remains limited. Excluding e-commerce volumes, our estimated market share in 2025 was 13.8%, based on ABECS data. While we estimate we have 10.3% market share in merchant acquiring volumes according to ABECS data, we believe we have not yet reached scale on new solutions, with more than 3% market share in digital banking and less than 1% market share in credit for MSMBs when compared to our TAM estimates for each segment as of September 2025. Our Competition As we evolve our business model to a multi-product portfolio of solutions consisting mostly of financial services, we face competition from different players, mostly from a variety of payments providers, as well as banks (traditional and neobanks), that have significant financial resources and develop different kinds of services, including gateways, PSPs, other reconciliation providers, banking services and credit operations. We may also face competition from fintechs that offer specific financial solutions. For information on risks relating to increased competition in our industry, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business, Strategy and Industry—If we cannot keep pace with rapid developments and changes in the markets in which we compete and continue to retain our clients and acquire new ones as rapidly as in the past, the use of our products and services could decline, reducing our revenues.” Our Competitive Strengths and Advantages Our operation in financial services combines our proprietary assets, intellectual property, capabilities and business processes to create a differentiated go-to-market approach and value proposition. We believe our business model, which is the combination of our comprehensive merchant platform, tech-enabled distribution and superior client service, disrupted the market and has enabled us to gain significant traction in just over a decade since the launch of our service. Although these remain the pillars of our strategy, we are in a dynamic market, leading us to be in constant evolution, which we can do so in the following manner: First, through our comprehensive merchant platform, we are expanding our engagement levers, as we have been investing to have a unified technology stack that supports multiple value propositions, allowing us to have a multi segment reach while scaling efficiently. Second, in distribution, as we expand our channels, we can provide service differentiation at scale, as we can dynamically choose the right channel to serve each client. And lastly, from a client service perspective, we strive to serve our clients better by solving their issues faster combined with a good feedback score. We believe these three pillars provide us with several sustainable competitive advantages that have enabled us to gain market share and will help us grow in the future. The main competitive advantages that our model provides are as follows: •First Mover Advantage— In order to reach SMBs in Brazil, we disrupted the market through our Stone Business Model, detailed in “Item 4. Information on the Company — A. History and Development of the Company”. As far as we know, no single player had ever tried to do it before in Brazil, and we were the first ones to do so while being profitable. We believe this has brought us significant advantages over time, as we learned a lot from our clients, allowing us to move faster than other players, while keeping very high client satisfaction within our services and products. Table of Contents FORM 20-F 26FY25 72 Tech-enabled distribution: •Extensive Reach to our Clients— Due to our focus on proximity, digital and strategic channels, we have a broad range of ways we can reach our clients. As a result of our extensive range of channels, (i) we cover more than 99% of Brazil’s GDP and all of the 5,570 Brazilian cities and (ii) through our digital channel, we have millions of accesses per month. •Self-Reinforcing Network Effects— As we grow and expand our distribution and set of solutions, we benefit from self-reinforcing network effects. Our expanding distribution network enables us to reach more merchants, to whom we can offer more solutions. As we expand our client base, launch new solutions and remain constantly committed to being close to our clients, we are able to build stronger relationships, leading to higher client satisfaction scores, which also leads to new learnings and market insights. This creates a very strong network effect, as clients help us develop new features and solutions and they can also refer our solutions to friends and family. •Low Cost of Acquisition—We believe our model, combined with the power and efficiency of our fully-digital technology platform, enable us to leverage our distribution to acquire new clients and upsell new solutions and services at a low marginal cost as compared to our competitors. We have 6 different sales channels, with more than 650 Proprietary and Franchised Stone Hubs, more than 500 Strategic Partners and millions of accesses per month in our digital channels, as of December 2025. We believe no single player in Brazil has a more extensive distribution network, allowing us to better balance returns and CAC on a client basis. Superior client service: •Best Client Service— Through our logistics and customer support we deliver the best experience in the market. The extensive and efficient network our logistics teams provide, leads us to deliver POSs for SMBs in up to 1 business-day and up to 3-days for micro clients. In our customer support, we have a fast call pickup time, where our clients talk to a human enchanter in under 5 seconds. As a result, we have consistently been ranked as the number one in client satisfaction in Brazil, according to Reclame Aqui, as of December 2025. •Effective Client Support—The digital DNA and cloud-based architecture of our platform enables us to generate, capture, and aggregate a vast array of data across our various business activities. For example, we have developed and deployed machine-learning technologies throughout our company to leverage this data to improve the speed, functionality, and quality of many of our services and operations. For example, we use AI to (1) predict merchant behavior and enable proactive action by our sales and customer support teams, (2) turn long conversations our enchanters had with clients into short summaries that are stored in the client's history, and (3) increase the accuracy of fraud management. •Greater Understanding of Our Clients—We proactively interact with our clients and seek to understand their business needs in order to develop stronger relationships and serve them more effectively. We believe we are able to do this in a manner that differentiates us from our peers due to the close proximity to our clients, transparency, fast, high-touch, and personalized customer support provided by our in-house customer support team. Comprehensive merchant platform: •Implement and Deploy New Capabilities—We utilize our digital, cloud-based architecture and integration capabilities to implement and deploy new features and technologies to our clients and integrated partners. Our technology platform provides the flexibility to do this easily without the need for expensive upgrades, complex conversions, or lengthy service disruptions. This enables us to provide our clients with the latest functionality in a quick and frictionless process. In addition, our architecture and infrastructure are designed for rapid scalability, which enables us to expand our capacity and manage utilization efficiently and cost-effectively. •Effective Pricing— Due to our merchant-driven culture, we have revamped our pricing system to treat each client on an individual basis, considering specific and regional factors of each client and the full spectrum of solutions desired. Through this comprehensive data, we are able to craft tailored offerings that bundle acquiring, with different prepayment options, Pix, and banking services, each with minimum and target return thresholds, leading to better unit economics per client. •Unique and Proprietary Data set – Our proprietary model generates data on millions of MSMBs, providing us with unique insights into customer behavior. This data is integrated into our systems, including artificial intelligence and machine learning algorithms to enhance customer support and experience, improve underwriting processes, and differentiate our products and services. Table of Contents FORM 20-F 26FY25 73 •Low Cost of Operations—Our business model enables us to operate with a low cost of operations and significant efficiencies. For example, as we developed our own end-to-end technology platform and do not rely on third-party vendors for processing and settlement, we can operate with low marginal transaction costs, while also attending our clients’ needs faster and more effectively. Also, through our Green Angels, we were able to create a reverse logistics ecosystem, in which we collect unused POSs from clients, refurbish them, and bring them back to our system, allowing us to grow with low incremental investments. •Sustained Growth at Low Marginal Costs — Over the years, we developed foundational assets to enable our growth with low incremental costs. We have successfully reduced our nominal logistics costs per client by approximately 22% from 1Q23 to 4Q25, all while expanding our client base by 72% in the same period. This substantial reduction in costs amidst aggressive growth highlights our ability to leverage economies of scale, optimize logistics operations, and improve our cost structure. Our focus on identifying and addressing the core issues that lead to customer inquiries, coupled with the support of our tech team in implementing these solutions, has led to a decrease of more than 44% in the volume of contacts from our clients from the fourth quarter of 2025 compared with the first quarter of 2023. This approach resulted in a substantial reduction of 45% in cost per client in the same period, while maintaining customer satisfaction at historical levels, with a CSAT (customer satisfaction index) of 89% in 2025. The architecture and various operating advantages of the Stone Technology Platform enable us to run our business increasingly efficiently and with lower incremental transaction costs. Also, we believe there are competitive advantages that derive from the combination of our business model pillars, as follows: •Greater Flexibility to Adapt and Innovate, Allowing Full Control of the Client Experience—We strive to be well-positioned to quickly respond to competitive pressures through targeted, localized approaches. The proprietary nature, vertical integration, and control of our model enable us to adapt with greater agility and flexibility than competitors, allowing us to better understand our clients' needs. Also, the ownership of our foundational assets—technology, distribution, and customer service—gives us direct control over the development, deployment, and support of our financial solutions, ensuring an enhanced client experience. This control allows us to deliver high-quality solutions and premium service levels, differentiating us from competitors who rely on outsourced capabilities and third-party vendors that may not share the same client focus. •Protective Barriers to Replicate—The combination of the various proprietary, vertically integrated elements of our business model, combined with our unique culture are difficult to replicate in full. We believe this provides us with strong protective barriers to entry which may make it difficult for our competitors to replicate our value proposition. •Increasing Revenue per Customer— Due to our comprehensive set of solutions, we are able to combine them in bundles, increasing client engagement and revenues. When looking at heavy users, which are merchants that use more than three of our financial services solutions, in 4Q25 they represented 41% of our MSMB client base, while they brought more than 2x more revenue when compared to clients that use up to three solutions. Over time, the number of new Active Clients that join Stone with more than three solutions has increased from 17% in 1Q23 to 50% in 4Q25. We believe we have a big opportunity to address as we invest more in client engagement with our features while also making efforts to create and sell more financial services bundles. •Better Unit Economics— The synergy between our growth strategies, monetization efforts, and efficiency improvements has led to strong unit economics performance, leading to a reduction in Customer Acquisition Cost (“CAC”), while scaling up the number of merchants we bring onboard and increasing contribution margin per client. •Strong Lifetime Value—We believe we are well positioned to provide high-quality service levels and build strong, local or highly integrated relationships with our clients who value our differentiated approach and value proposition. These enable us to: (1) resist competitive pressures; (2) retain our clients for longer periods; and (3) upsell new solutions to increase our share of wallet. We also believe this enables us to enhance the overall lifetime value of our client portfolio. Table of Contents FORM 20-F 26FY25 74 Our Growth Strategies Our primary mission is to remain focused on empowering our clients to grow their businesses, and help them conduct commerce and run their operations more effectively through our financial services solutions. We believe this focus is a key differentiator for us and an important driver in helping us win and retain clients. We believe we have already come a long way, but there is still a lot of value to be unlocked through “the power of combining”, as follows. For further information on our history and solutions we offer, see “Item 4. Information on the Company—A. History and Development of the Company” and “Item 4. Information on the Company—B. Business Overview—Our Solutions”. We have defined our growth strategies within 3 priorities: (1) win in the MSMB Market; (2) drive engagement; and (3) scale through platforms. We can also grow our business through (4) entering new markets and (5) selectively pursuing acquisitions. In each of the sections below we will detail how we intend to achieve our next phase. 1.Win in The MSMB Market a.True distribution powerhouse allowing multiple segment reach We believe our distribution network is a key competitive strength that enables us to continue to scale our business, expand our geographic footprint, and increase market penetration. As we have already detailed in section “Item 4. Information on the Company – B. Business Overview – Our Business Model – 3. Tech-enabled distribution” we have a range of channels that we can leverage on to grow our client base. These channels are divided into (i) Proximity Channels, with its main growth driver being the service differentiation it offers through our Proprietary and Franchised Stone Hubs, (ii) Digital Channels, with its main goal to scale with efficient CAC mostly as a result of our marketing efforts in both traditional and digital media, and (iii) Strategic Partners, which we regard as key to expand our reach, mainly due to word of mouth from our existing clients through our member-get-member program and partners such as software providers (ISVs), marketplaces, and e-commerce platforms which also distribute our solutions. Through our channels, we cover the totality of the cities and the services’ GDP in Brazil, as of December 2025. Despite this, we believe that our business model is far from saturation. According to our internal analysis, all our territories continue to grow across the board, regardless of their maturity levels. Table of Contents FORM 20-F 26FY25 75 b.Sustained best service in the industry Our commitment to customer-centricity has been the cornerstone of our competitive advantage since our inception, when we decided to create a specialized service to provide the best customer experience in the market. In this regard, we have developed multiple channels to interact closely with our clients facilitating the resolution of their issues, and we believe that this is the key to comprehend and effectively address their needs. In 2025, we served more than 4.8 million customers through (i) our proximity and digital channels and strategic partners, maintaining our values of proximity, (ii) our logistics, and (iii) our customer support team. The journey of client interaction begins at the moment they sign up for our service through our sales teams, with proprietary and franchised hubs and digital channels. Within one business day for SMBs and three days for micro-merchants, our green angels deliver and set up the contracted products and services, aiming to provide the best experience for the client, so they can start using our products and services immediately. Our customer support team helps clients with their daily needs, both through our in-house and outsourced customer support team, with telephone calls answered in less than 5 seconds. Our customer support team consists of highly trained agents supported by advanced technology and automated solutions, including artificial intelligence driven bots, which improve efficiency in resolving our merchants’ issues. We believe our on-demand customer service team supports our clients quickly, conveniently, and with high-quality service designed to strengthen our customer relationships and improve their lifetime value with us. Our approach combines human connection, proximity, and technology, through a range of self-service tools and proprietary artificial intelligence, that seeks to help our clients manage their operations more conveniently and enables our agents to proactively address merchants’ needs, occasionally, prior to the awareness of any issue. Since our inception, we have consistently achieved higher ratings than our competitors on Reclame Aqui, Brazil's leading consumer reputation platform. We measure this by comparing our consolidated Stone and Ton score against a complaint-weighted average of our direct competitors' ratings. Although this does not represent a financial metric, we see this as one of the catalysts for our future growth. 2.Drive Engagement a.More levers to build price bundles Our pricing methodology treats each client as unique, taking into account various factors such as location, transaction volume, industry segment, and channel (whether through a hub or our inside sales team). Moreover, we consider the full spectrum of solutions desired by the client, ranging from POS devices to prepayment options (including daily, business days or instant settlement). We also consider whether merchants want to accept Pix QR code payments in the POS and if they want to manage their banking domicile with Stone. Through this comprehensive data, we craft tailored offerings that bundle acquiring, Pix, and banking services, each with minimum and target return thresholds aligned with the individual characteristics of the client. Table of Contents FORM 20-F 26FY25 76 In the SMB segment, our engagement equation rests on driving bundles with payments and banking as an entry-point of more product penetration, which has yielded substantive results. Since 2022, the majority of new Stone clients have been onboarded with our payments and banking bundle, serving as a pivotal factor driving the growth of heavy users within our client base. Heavy users, defined as clients utilizing three or more solutions within our financial services ecosystem, have increased substantially, comprising 41% of our client base by December 31, 2025 — a 4-percentage-point increase from December 31, 2024. We believe this upward trajectory is particularly promising as heavy users exhibit an average revenue per client more than 2 times higher than that of regular clients. Moreover, we are seeing consistent improvement across all sales cohorts, maintaining a stable CAC over time. A comparative analysis between clients onboarded in the fourth quarters of 2024 and 2025 reveals an increase of 4 percentage points, from 46% to 50%, in new clients adopting more than three solutions. We believe these trends underscore our commitment to foster sustainable growth and maximize value for both our clients and stakeholders. We are also beginning to evaluate the possibility of bundling our credit solution with acquiring and banking, thereby enhancing our value proposition for SMBs, particularly more mature clients within this segment, for whom access to a credit limit at onboarding is a key driver of adoption. b.Strengthen the banking ecosystem Our banking solution was originally built around a simple but powerful insight: our clients’ payment flows are the natural entry point for a banking relationship. By bundling payments and banking across all payment methods, we have successfully captured a significant share of our clients’ money-in flows, converting transaction volume into deposits and establishing Stone as a key financial partner for a growing number of merchants. While bundling payments and banking remains an important lever — particularly as we deepen our penetration within the larger SMB segment — our focus has evolved significantly beyond capturing inflows from exclusive card-driven businesses. The next step of our banking strategy is centered on retaining and monetizing money-out flows. SMBs naturally exhibit high cash turnover, as they continuously manage outflows to pay suppliers, employees, and general business expenses. Historically, these outflows have left our ecosystem, limiting our ability to deepen the banking relationship. We are therefore prioritizing the development of solutions that enable our clients to use Stone as their primary hub for performing these payments, with the natural consequence of keeping more deposits within the account and increasing overall engagement with our platform. Underpinning both of these priorities is a broader product philosophy: we aim to connect money flows with business workflows. Our clients do not simply need a bank account — they need a place to run their businesses. With this in mind, we are evolving our banking solution to address the operational needs of merchants end-to-end. On the money-in side, solutions such as payment links, tap-on-phone functionality, and our RaioX reconciliation tool allow clients to consolidate sales across channels — including platforms and marketplaces — in a single place. On the money-out side, our Payroll solution enables clients to manage their workforce and process salary payments entirely within Stone, while shorter duration credit is key to help our merchants pay their suppliers. Together, these initiatives reflect our conviction that deeper engagement is best achieved not by adding isolated features, but by making Stone a part of how our clients run their businesses every day. c.Scale working capital solutions to monetize further Following our mission of being the Brazilian entrepreneur’s best partner and helping them, through our solutions, to invest and manage their business, we identified the credit product as a significant need for business owners. Thus, we developed a user-friendly product aimed at providing a solution to their existing capital needs. Table of Contents FORM 20-F 26FY25 77 In 2023, we started testing our new working capital product, and we developed a comprehensive credit structure with new features and a robust monitoring process, collecting data from across the company and the market and we now manage the entire credit system from concession to recovery. The new product creates synergy between platforms, linking our clients account data in our banking platform to the credit card receivables in our payment’s platform, creating an end to end offer. In the relaunch, we rebuilt both the product and user experience, learning from our initial credit venture. Key improvements include the use of several internal and external data to better assess merchant behavior and risk patterns, monthly installments, replacing the previous lump sum payment and maintaining the retention mechanism. We have integrated retention data into monitoring, enhancing our ability to identify credit issues and offer reschedule options via the app. Enhanced monitoring tools provide real-time data for immediate response to any unusual vintage behavior, and our models now incorporate extensive external data and control points to ensure better decision making and continuous monitoring scoring processes. Also, acquiring collateral is registered at the chamber of receivables before disbursement, and all loans are personally guaranteed by the store’s main shareholder, as we seek to reduce cash evasion risk. Once the clients are approved for our credit solutions, they can have the credit resources in their account in a couple of days and are able to access all information using the app. The credit acquired is paid through monthly installments by the retention of a percentage of the clients’ daily transactions receivables. If a merchant’s monthly receivables are insufficient to cover an installment, we provide alternative payment options, such as issuing a payment slip (Boleto) or facilitating a Pix transfer, allowing them to supplement the payment and thereby reducing portfolio delinquency. Another key differentiator of our product is our proactive approach to risk management. If we identify that a client is experiencing difficulties meeting their installment obligations due to lower-than-expected card transaction volumes, we engage with them before default occurs. This allows us to renegotiate the retention rate on receivables or adjust the loan term, minimizing the risk of default while supporting the client’s financial sustainability. We believe that the expansion into credit provides a substantial incremental revenue opportunity for us and the strong interaction between segments and platforms is a key strength to scale the product in our client base, always with a cautious approach. As a merchant-centric company focused on SMBs, our commitment to supporting our clients extends beyond working capital loans. As such, in 2024 we broadened our portfolio of credit solutions to better serve their evolving needs. We introduced (i) credit cards, our primary solution for addressing the credit needs of micro-merchants, providing them with essential financial flexibility, and (ii) revolving credit, a short-term loan designed to provide flexible access to capital. These expanded offerings reinforce our mission to empower merchants with tailored financial solutions that enhance their growth and financial stability. Also, in 2025 we launched the Pix financing solution to some of our merchants, leveraging on the already approved credit card limit. This solution is a credit-enabled extension of Brazil's Pix instant payment system that allows consumers to pay merchants in full and immediately while repaying the originating financial institution usually with interest-bearing installments. 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.Our focus continues to be on disbursing credit to SMB clients. Additional details regarding our credit portfolio can be found in note 6.6 of our Consolidated Financial Statements. Table of Contents FORM 20-F 26FY25 78 3.Scale Through Platforms a.Foundational assets: distribution, logistics, client service and brand The foundational assets of a company serve as the bedrock upon which its entire operations and success are built, and we believe that our foundational assets are one of the main reasons we are in a favorable position to capture the opportunities we have ahead in the market. Through our (i) sizable distribution model, (ii) our logistics operation, (iii) our strong client service, and (iv) a recognizable brand, we can reach, serve, and engage clients efficiently driving our growth, and long-term success. Below, we detail how we intend to leverage each of our foundational assets to scale our business for multiple segments, with low incremental costs. First, our unique set of distribution channels are the pathways through which products reach customers. After a merchant becomes our client, the onboarding process begins with our logistics operations, in which they are essential for ensuring efficient supply chain management, timely delivery of products, and a cost-effective distribution. A well-organized logistics network can significantly enhance operational efficiency, reduce costs, and improve customer satisfaction by ensuring that our solutions reach our consumers promptly. Similar to logistics, our customer service operations play a critical role in building and maintaining strong relationships with customers with a responsive and highly specialized team to address inquiries, resolve issues promptly and proactively, and enhance customer loyalty, thereby contributing to repeat business and positive word-of-mouth marketing. Last, a strong brand serves as a strong representation of the company's core values, quality, and reputation. We believe it distinguishes the company from competitors, instills trust and credibility among consumers, and creates a loyal customer base. Our marketing department employs a cohesive approach in crafting a 360 degree communication strategy, ensuring that our brand maintains consistent visual elements and key messages across all channels. In line with our strategy, in 2025, we further strengthened our market position through high-visibility sponsorships, including Big Brother Brasil (featuring a 'Break Stone' brand activation) and the Stock Car Pro Series. Additionally, we established a strategic partnership with Luciano Huck as our brand ambassador, encompassing the sponsorship of his nationally televised show, 'Domingão com Huck,' where live client-facing activations showcased our ecosystem. This strategy was complemented by 'Stone On,' our flagship product launch event, all of which contributed to our continued recognition as one of Brazil’s most valuable brands according to the Interbrand annual ranking. The development of our foundational assets with a strong emphasis on leveraging technology plays a pivotal role in supporting our operations as we seek to enhance efficiency, connectivity, and innovation within our integrated applications. b.Stone Tech Platform: Build Once, Use Many Technology plays a fundamental role in expanding our operations, supporting various teams and the expansion of our product portfolio as we execute our strategy. For this reason, having a unified platform is substantial to govern the entire client life cycle, to operate with multiple value propositions and flexibility. Envisioning our expansion, in the past years we have made improvements integrating technology teams, establishing consistent processes, and developing foundational components to create the Stone platform. As we previously detailed in “Item 4. Information on the Company—B. Business Overview—Comprehensive Merchant Platform”, the Stone Platform is structured into four layers: (i) Experience; (ii) Product; (iii) Operational; and (iv) Internal. Within each of these layers there are multiple platforms, each housing independently deployable services. These allow us to pursue with high scalability and implementation, using our specialized engineering tools, for a customized experience for each type of client. Table of Contents FORM 20-F 26FY25 79 Evidence of our efforts towards scaling efficiently through our “Build Once, Use Many” philosophy, is the development of our banking solution. Rather than creating a stand-alone banking application, we focused on building a comprehensive banking platform, designed to serve a variety of applications and client segments. In “Item 4. Information on the Company—B. Business Overview—Comprehensive Merchant Platform” we have further detailed how we have been scaling efficiently within each of our platforms. c.Scale with reduced incremental investments Over the more than ten years of our journey, we have cultivated the platforms that underpin our ability to drive our future growth efficiently with minimal incremental costs, our foundational assets. Two main assets that contributed to our growth are our logistics and customer service platforms. Our logistics platform was developed with a robust and precise infrastructure, and with this firmly established, we have been able to grow our operations with reduced incremental costs. Our logistics cost per client has decreased by 22% all while expanding our client base by more than 70% when comparing the fourth quarter of 2025 with the first quarter of 2023. This substantial reduction in costs amidst aggressive growth highlights our ability to leverage economies of scale, optimize logistics operations, and improve our cost structure. We have identified similar trends in our client service platform, as we have reduced our cost per client over the past three years. Since the beginning, our approach to client service was not designed towards minimizing costs, but rather towards providing a superior service, through quality and proactivity. Our rationale was firmly grounded in the conviction that preemptive measures are superior to remedial actions, as by proactively addressing the root causes of client inquiries, we could deliver a superior service with remarkable efficiency. We have begun to capitalize on this approach, resulting in a decrease of approximately 45% in our cost per client on a unitary basis, when comparing the fourth quarter of 2025 with the first quarter of 2023. This reduction can be primarily attributed to the diminishing frequency of client interactions with our support services, reflecting the success of our proactive measures in mitigating issues before they arise and efficiency gains in our operations due to the increased application of artificial intelligence. When examining these trends over time, the synergy between our growth strategies, monetization efforts, and efficiency improvements has yielded significant results, with a reduction in CAC, while scaling up the number of merchants we bring onboard. We remain committed to reducing our CAC in the future. 4.Enter New Markets We believe our business model is well suited to serve clients in other markets where our technology, solutions, and support model can continue to disrupt traditional vendors and legacy business models. We believe this opportunity exists in: •New Geographies—We are selectively expanding our reach within Brazil, focusing on markets where untapped client demand aligns with our existing strengths. In the future, we may also seek to grow our business by selectively expanding into new international markets where we can leverage our business model. •New Sectors—In the future, we may selectively expand into other sectors where we see an opportunity to leverage our capabilities to provide a differentiated value proposition for clients. •Client Segments—We are a company focused on merchants, but if we believe we have an opportunity to address final consumers within our already existing merchants ecosystem with a strong competitive advantage, we may also seek to do so. Table of Contents FORM 20-F 26FY25 80 5.Selectively Pursue Acquisitions Although we are primarily focused on growing our business organically, we may selectively pursue strategic acquisitions that strengthen our competitive position, enhance operational efficiency, and expand our capabilities. These acquisitions can help us build on our technological capabilities, deepen our expertise, scale our operations, expand our geographic presence, or position us in complementary market segments. Additionally, we assess opportunistic transactions that could create value, especially in challenging market conditions, focusing on areas that align with our long-term strategy or strengthen our competitive position. Trends and Challenges In the dynamic landscape of the financial services, the possibilities for innovation and disruption are ever-present. With the rapid advancements in the regulatory environment in Brazil and in technology, companies have an expansive reach for experimentation. These innovations have the potential to revolutionize traditional services, offering more efficient processes, greater accessibility, and enhanced security. We believe there are various important trends that are impacting the growth and market opportunity for our services in Brazil. These include: •Increasing Use of Electronic Commerce—Commerce in Brazil is increasingly being transacted through electronic accounts, such as credit, debit, and prepaid cards, eWallets and Pix instead of cash and checks. Our main goal as a financial services company is to allow our merchants to accept all types of payments existent in the market, and thus we need to constantly evolve our solutions to do so. With the launch of Pix in the end of 2020, more volume has been transferred to electronic accounts, leading to a decrease in the amount of cash in circulation. Also, according to the Focus report from the Central Bank, nominal household consumption in Brazil is expected to increase at a compounded annual growth rate between 5-6% each year between 2025 and 2029. We believe this represents one of the key drivers for card volumes growth. •Increasing Shift to Digital Channels—Consumers and merchants are increasingly conducting commerce through digital channels online and through mobile devices. We believe there is an important opportunity for us considering that both in Brazil and Latin America, e-commerce solutions penetration is still relatively low in comparison to other countries. According to a 2024 study from Payments and Commerce Market Intelligence (PCMI), e-commerce sales in Latam are expected to grow with a CAGR of 24% between 2024-2027. When comparing Brazil to other Latam countries, the growth is on par with the regional average, with e-commerce CAGR between 2024 and 2027 expected to be 19%. Also, according to ABECS, e-commerce in Brazil grew 18.3% in 2025 compared with 2024, while physical retail in the region had a growth of 7.3% in the same period. Thus, there is still a big opportunity to address in this segment. •More Open Regulatory Environment—The regulatory environment for the payments industry in Brazil has undergone significant changes in the past few years due to a concerted effort by the Central Bank and the Brazilian government to foster innovation and promote more open and fair competition. For example, (i) in 2020, BCB launched Pix, with the goal to streamline the process of completing payment transactions, making it straightforward, convenient, and direct for users, (ii) also in 2020, it enacted the rules for Open Finance in Brazil, which allows customers to authorize financial institutions to share some of their data with other authorized institutions and (iii) in 2025, the Brazilian government enacted Decree No. 12,712, which introduced measures to promote competition in the Worker Food Program (PAT) voucher market, including criteria for opening payment schemes, mandatory interoperability between payment schemes, and caps on interchange and MDR fees, aiming to level the playing field between incumbents and new entrants in this segment . All of these measures have the goal to continue fostering competition. We believe this has created an attractive environment for innovative financial technology providers, such as us, to continue to disrupt the market, bring better solutions to clients, and grow our market share. Table of Contents FORM 20-F 26FY25 81 •More Integrated Solutions to Manage Increased Business Complexity—As consumers and merchants in Brazil increasingly connect across multiple channels, such as in-store, online and on mobile devices, an increased amount of data needs to be managed in their front office operations and back office functions. Thus, merchants are demanding better integrated and more seamless shopping and selling experiences, enabling them to manage their various commercial activities across channels on a single technology platform, and to conduct commerce more effectively, with greater functionalities and more sophisticated reporting tools. For example, most vendors in Brazil typically sell, manage, and process their point-of-sale and online solutions separately and on different platforms because they use older legacy technology platforms for point-of-sale transactions, which were not originally designed to incorporate e-commerce or mobile commerce. As a result, SMBs in Brazil typically have a lower penetration of management software use in comparison to other countries. According to a 2024 study from Atlantico, SMBs represent 60% and 46% of the workforce in Brazil and USA, respectively. However, the contribution of SMBs to GDP in Brazil is close to 25%, much lower than the 44% recorded in the USA, proving that there is an opportunity for these businesses to become more efficient, with the use of integrated financial services and software solutions being one way to do so. •More Robust Technology Platforms, with Easier Connectivity Tools—In order to provide the advanced functionality, seamless omni-channel experience, tighter integration, and better connectivity that merchants are seeking, providers require next-generation technology platforms with cloud-based architectures and more flexible connectivity solutions, such as gateways and APIs, to develop, host, deploy and manage these capabilities in a fast, flexible and cost-effective manner. The older legacy platforms provided by incumbent vendors typically do not have many of these capabilities and can be difficult and expensive to maintain. •Faster and More Specialized Customer Support—In order to support merchants with advanced technologies, integrated solutions between financial services and multiple sales channels, providers in our market need to utilize more specialized and dedicated customer support operations that can help resolve the complex technical issues they face. The increased complexity that these new technologies can create for merchants requires customer support teams with experience and expertise in working with advanced technologies, advanced diagnostic technology, and the ability and support structure to respond quickly and effectively. Also, there is a significant opportunity to further enhance efficiency in customer support by leveraging AI. Through chatbots, we can already address simpler client issues and provide an initial screening of more complex cases, directing them to a support agent when necessary. This is an approach we are already implementing, and we believe expanding its use will further streamline operations and improve even more our customer support. •New Business Models To Serve Clients—As consumers and merchants increasingly adopt new technologies for commerce and migrate towards digital channels, new approaches and business models are required to meet the demand for faster, safer, and more convenient commerce-enabling solutions. For example, we believe digital channels, including social media, email, and mobile platforms, provide more opportunities to reach and engage potential customers, while AI can enhance lead qualification, recommend tailored products, and predict customer intent. Together, these technologies enable businesses to not only increase efficiency but also deliver highly targeted, personalized experiences, ultimately driving higher conversion rates and improving overall sales performance. We believe we are well-positioned to take advantage of these trends and opportunities, and to continue to disrupt the market, bring better solutions to clients, and grow our market share. Our Solutions We provide a wide range of solutions and tools for merchants, including a variety of payments, banking, credit and software products with features designed to attract and retain clients, focusing on helping our customers to manage and drive growth in their businesses. As a result of the divestment of software businesses, we are focusing exclusively on solutions from our continuing operations, which encompass our financial services. These solutions are described in the tables below: Table of Contents FORM 20-F 26FY25 82 Payments Solution Description App Store for POSs We have an application in our POS devices that can provide additional software features to a merchant’s point-of-sale through our open, cloud-based Mamba App store. This enables third-party app developers to deploy new complementary solutions to the point-of-sale for merchants and consumers, such as mobile phone top-up, bill pay, and APM acceptance. e-Commerce Gateway Full-featured e-commerce gateway that seamlessly connects e-commerce merchants to the Acquirers of their choice, enabling them to accept a wide variety of electronic payment options. Our clients are provided with a set of robust analytics, reporting and auditing capabilities through their portals. Omni-Channel Merchant Acquiring We are a fully licensed, end-to-end omnichannel merchant acquiring solution. With a large basket of features and products, clients are equipped with the tools they need to accept a wide array of electronic payments and effectively and efficiently manage their transaction receivables. Clients can integrate to our platform through multiple channels. Payment Link This solution enables customers to make personalized sales by generating an exclusive link for their customers or use a single link to charge multiple people at the same time, as well as permitting them to limit the number of accepted payments and accept major Card Brands and digital wallets, including Apple Pay and Google Pay. Pix QR Code Our Pix QR Code is an instant P2M payment solution that enables merchants to accept Pix payments already integrated with the POS and thus enabling merchants to reconcile these transactions together with card receivables. Point of Sale Gateway In-store gateway for the point-of-sale that connects merchants to the Acquirers of their choice enabling a wide array of payment options including traditional and APM methods. It also offers clients the ability to integrate their POS with other business management software, such as inventory and tax management solutions. Prepayment solutions Cash management solution that allows clients to accelerate the payment of their future receivables, including installment-based receivables up to 12 months. Clients can request and predetermine the payment of their receivables via their client portal, directly on their mobile application, POS device, via email, or over the phone with our dedicated receivables prepayment team. Transactions can be settled in the same day, in working days or up to two days after the transaction is approved, according to the merchant’s choice. PSP Platform We have a sophisticated PSP solution with a quick and simple API integration, enabling omni-channel players and marketplaces to accept a wide array of electronic payments through multiple channels. With a large basket of features and products, clients are equipped with the tools and features they need to grow and manage their business. Split Payments Our split payments solution allows software platforms, marketplaces, and partners from various industries to add value to their solutions with sales functionalities that enable a single buyer transaction to be shared among multiple recipients. This feature is available to StoneCo customers who enable sales via credit and debit cards, Pix, and boletos. Tap on Phone solution Solution that allows merchants to sell via their smartphones, both Android and iOS, through an app. Web Checkout Frictionless e-checkout that simplifies the buying experience leading to increased client conversion. Banking Solution Description Digital Banking Fully digital banking platform, integrated into our acquiring solution, that enables merchants to get paid and manage their finances more effectively. This platform can provide the automation of cash management through a direct integration with the client’s ERP. It is also integrated with our credit solution. Debit cards Our product enables customers to make purchases using funds available in their accounts, as well as withdrawals from automated teller machines (ATMs) within the accredited network. It is also available in a virtual version so that our customers can use it for online purchases in e-commerce. Pix transfers Enables clients to send and receive instant money transfers using their digital banking accounts. It allows users to send and receive payments 24/7 via QR codes, phone numbers, or unique identifiers. Investment solutions We have introduced time deposit certificates issued by Stone SCFI, through which merchants can invest in a fixed-income investment alternative. This provides customers with a reliable source of returns while contributes to our funding strategy. Payment Slips (Boletos) Our solution enables clients to accept this payment method by issuing a printed document as well as use our platform to pay payment slips. Payroll Solutions Products designed to enable our clients to manage their employees' working hours and facilitate payroll processing through Pix. Table of Contents FORM 20-F 26FY25 83 Credit Solution Description Working capital We offer an integrated working capital solution with an innovative repayment schedule, where clients pay down their loans in line with their performed TPV. Credit cards Our product has a diverse array of features designed to provide customers with flexibility in their day-to-day transactions while aiding in the financial management of their businesses. All functionalities are conveniently accessible through our digital banking app. Customers receive both a physical card for brick-and-mortar purchases and a virtual version for online transactions, ensuring enhanced security for e-commerce endeavors. Our rigorous credit approval process, which blends external and internal data, ensures that credit limits are tailored precisely to each customer's needs. Revolving loans A short term and flexible credit facility that enables clients to withdraw, repay, and re-borrow funds up to a predetermined limit directly from their bank accounts. Software Solution Description Financial Management Tools for managing cash flow, expenses, revenues, and financial reporting Inventory Control Tracking and management of product stock levels and movements Tax Document Issuance Generation and issuance of fiscal invoices and tax documents required by Brazilian law Reporting & Dashboards Customizable reports and visual dashboards for business performance monitoring Customizable Modules Modular system covering CRM, sales, invoicing, purchasing, inventory, and accounting Online Scheduling Self-service appointment booking by end customers through digital channels Patient/Client Records Digital profiles storing each customer's history, notes, and service records CRM & Customer Retention Tools to manage customer relationships and reduce churn through loyalty features Social Media Management Scheduling, publishing, and monitoring of posts across major social media platforms Free App & Website for Businesses Ready-to-use mobile app and website provided to merchants for online visibility POS & Multi-device Compatibility Software operating across POS terminals, tablets, smartphones, and peripheral devices Seasonality We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenues as a result of consumer spending patterns. Historically, our revenues have been strongest during the last quarter of each year as a result of higher sales during the Brazilian holiday season. This is due to the increase in the number and amount of electronic payment transactions related to seasonal retail events. Adverse events that occur during these months could have a disproportionate effect on our results of operations for the entire fiscal year. As a result of quarterly fluctuations caused by these and other factors, comparisons of StoneCo’s operating results across different fiscal quarters may not be accurate indicators of its future performance. For additional information, see “Risk Factors—Risks Relating to Our Operations—Our operating results are subject to seasonal fluctuations, which could result in variations in our quarterly profit”. Raw Materials We are dependent on a few manufacturers for a substantial amount of our POS devices. We are constrained by their manufacturing capabilities and pricing. We may face production delays or escalating costs if they are unable to manufacture enough product at an affordable cost. Some of the key components used to manufacture our POS devices, such as the chip, pin reader and battery, come from limited sources of supply in limited countries in Asia. See “Item 3. Information on the Company— D. Risk Factors—Risks Relating to Our Operations—We are dependent on a few manufacturers for a substantial amount of our POS devices. We are at risk of shortage, price increases, changes, delay or discontinuation of key components from our POS device manufacturers, which could disrupt and harm our business”. Table of Contents FORM 20-F 26FY25 84 Risk Governance Risk management is performed by a specific area segregated from business areas and from the area that conducts the internal audit. The Chief Risk Officer is responsible for this specific area and reports to the Company’s CEO. The risk management area is responsible for the identification, measurement, evaluation, monitoring, reporting and control of the risks to which we are exposed, including the following: •Credit risk is defined as the potential losses for the Company deriving from: a counterparty’s failure to meet its obligations under the contracted terms, including Card Issuers, holders of credit cards issued by the Company, and working capital loan borrowers; a devaluation or a reduction in remunerations or expected earnings of a financial instrument arising from a deterioration in the credit quality of the counterparty, the intermediary party, or the mitigation instrument; a forbearance of financial instruments; or recovery costs of problem assets. •Market risk is defined as the potential losses for the Company deriving from changes in prices or rates. •Liquidity risk is defined as the potential losses for the Company deriving from its inability to: duly honor its expected and unexpected obligations, both current and future, including those arising from guarantees provided, without affecting its daily operations; trade a position at the market price, due to its significant size in relation to the volume normally transacted or due to some market discontinuity; and to convert electronic currency into physical or scriptural currency at the time of the user's request. •Operational risk is defined as the potential losses for the Company resulting from external events or from failure, deficiency, or inadequacy of internal processes, personnel, or systems. •Social risk is defined as the potential losses for the Company resulting from the violation of fundamental rights and guarantees or acts harmful to the common interest. •Environmental risk is defined as the potential losses for the Company due to events associated with environmental degradation, including the excessive use of natural resource. •Climate risk is defined as the potential losses for the Company caused by events associated with: (i) the transition process to a low-carbon economy, in which the emission of greenhouse gases is reduced or compensated and the natural mechanisms for capturing these gases are preserved (transition climate risk); and (ii) frequent and severe weather or long-term environmental changes, which may be related to changes in climate patterns (physical climate risk). For more information regarding risks, refer to “Item 11. Quantitative And Qualitative Disclosures About Market Risk”. In addition to the above risks, the risk management area is responsible for the potential losses arising from interactions between them, regulatory capital management, and business continuity management. The key governance bodies for risk management are the following: •The Board and its committees, particularly the Risk, the Finance, and the Audit Committees. •The Executive Management Committee and its supportive committees, particularly the Internal Risk and the Crises Management Forums. The key governance elements are as follows: •Risk and Regulatory Capital Policy. It establishes the governance for risk and capital managements, defining structures and bodies and their respective roles and responsibilities. •Risk Appetite Statement. •Risk assessment methodology. •Risk response policy. •Incident response policy. Table of Contents FORM 20-F 26FY25 85 Compliance The Compliance area is responsible for Regulatory Compliance, Prevention of Money Laundering and Terrorist Financing (“AML/FT”), and Integrity Compliance. The Compliance manager reports to the Company’s Chief Legal and Compliance Officer. The Regulatory Compliance team is responsible for ensuring the company's regulatory adherence to applicable standards, as well as being the communication channel with regulators. The AML/FT team is assigned for implementation of AML/FT policies and measures, mitigating the risk of one using the Company’s products and services to commit illegal acts. The Integrity team is responsible for receiving and handling complaints, conducting corporate investigations, and contributing to the achievement of institutional objectives honestly and ethically, in compliance with the guidelines of the StoneCo Code of Ethics. Regulatory Matters Our business is subject to several laws and regulations that affect payment schemes, payment institutions and financial services, many of which are still evolving and could be interpreted in ways that could harm our business. While it is difficult to fully ascertain the extent to which new developments in the field of law will affect our business, there has been a trend towards increased consumer and data privacy protection. It is possible that general business regulations and laws may be interpreted and applied in a manner that may place restrictions on the conduct of our business. Below is a summary of the most relevant laws that apply to the operations of the Brazilian Payments System (Sistema de Pagamentos Brasileiro, or SPB). Regulation of the SPB Our activities in Brazil are subject to Brazilian laws and regulations relating to payment schemes and payment institutions. Law 12,865, establishes the first set of rules regulating the electronic payments industry within the overall SPB and creates the concepts of payment schemes, payment scheme settlors and payment institutions. In addition, Law 12,865 gave the Central Bank, in accordance with the guidelines set out by the CMN, authority to regulate entities involved in the payments industry. Such authority covers matters such as the operation of these entities, risk management, the opening of payment accounts, and the transfer of funds to and from payment accounts. After the enactment of Law 12,865, the CMN and the Central Bank created a regulatory framework regulating the operation of payment schemes and payment institutions. The framework consists of CMN Resolution No. 4,282, dated as of November 4, 2013; Central Bank Resolution No. 80, dated as of March 25, 2021; Central Bank Resolution No. 150, dated as of October 6, 2021; Central Bank Resolution No. 96, dated as of May 19, 2021, and Central Bank Circular No. 3978, dated as of January 23, 2020, and other related rules and regulations. Payment Schemes A payment scheme, for Brazilian regulatory purposes, is the set of rules and procedures that governs payment services provided to the public, with direct access by its users (i.e., payors and receivers). In addition, such payment service must be accepted by more than one receiver in order to qualify as a payment scheme. The main features of payments schemes set out in the Brazilian regulation are the following: •Payment schemes that exceed certain thresholds are considered to form part of the SPB and are subject to the legal and regulatory framework applicable to the payment industry in Brazil, including the requirement to obtain an authorization by the Central Bank. •Payment schemes that operate below these thresholds are not considered to form part of the SPB and are therefore not subject to the legal and regulatory framework applicable to the payment industry in Brazil, including the requirement to obtain an authorization from the Central Bank, although they are required to report certain operational information to the Central Bank on an annual basis. Table of Contents FORM 20-F 26FY25 86 •Limited-purpose payment schemes are not considered to form part of the SPB and, therefore, are not subject to the legal and regulatory framework applicable to the payment industry in Brazil, including the requirement to obtain authorization from the Central Bank. Limited-purpose payment schemes are those whose payment instruments are: (a) accepted only at the network of merchants pertaining to the same entity, even if not issued by it; or (b) accepted only at the network of merchants which have the same visual identity, such as franchisees and gas stations chains; (c) intended for the payment of specific public services, such as public transport and public telephone network; or (d) issued and accepted exclusively within the scope of a closed payment scheme and which are intended exclusively for payment of a specific type of product or service, of a restricted set of products or of services aimed at serving a certain economic activity or specialized markets. •Certain types of payment schemes have specific exemptions from the requirement to obtain authorization from the Central Bank. This applies, for example, to payment schemes set up by governmental authorities, payment schemes set up by certain financial institutions, payment schemes aimed at granting benefits to natural persons due to employment relationships (such as meal vouchers) and payment schemes set up by an authorized payment institution in which financial settlement of payment transactions are carried out exclusively using the book-transfer method. On October 6, 2021 the Central Bank enacted Central Bank Resolution No. 150, which replaced Central Bank Circular No. 3,682/13 and consolidated the rules on payment schemes. Such Resolution now governs the provision of payment services within the scope of payment schemes that are part of the SPB and establishes new criteria for a payment scheme to be considered part of the SPB. Besides, Central Bank Resolution No. 150 strengthened the governance mechanism to which the payment schemes rules — as released by the payment scheme settlor — are subject to. It not only has expanded the list of themes that, in order to be amended, are subject to prior authorization from the Central Bank, but also determined that the requests for Central Bank’s approval shall be preceded by consultation to the participants of the payment scheme. Central Bank Resolution No. 150/21 also sets forth guidelines for payment scheme settlement. In this context, as a result of Public Consultation No. 104/24, Central Bank Resolution No. 522/25 sought to enhance these rules in three key areas, which will be updated by the payment scheme settlor until May 2026: (i) centralized risk management; (ii) transparency of scheme fees; and (iii) anti-money laundering and counter-terrorism financing (AML/CFT) measures. While these provisions could help reduce participants’ financial exposure—since the settlor would be responsible for residual risks—they may also require acquirers to make additional contributions to the risk management mechanisms set by the scheme. Payment Scheme Settlor A payment scheme is set up and operated by a payment scheme settlor, which is the entity responsible for the payment scheme’s authorization and functioning. Payment scheme settlors, for Brazilian regulatory purposes, are the legal entities responsible for managing the rules, procedures and use of the brand associated with a payment scheme. Central Bank regulations require that payment scheme settlors must be (i) incorporated in Brazil, (ii) have a corporate purpose compatible with their payments activities and (iii) have the technical, operational, organizational, administrative and financial capacity to meet their obligations. They must also have clear and effective corporate governance mechanisms that are appropriate for the needs of payment institutions and the users of payment schemes. As mentioned above, Central Bank Resolution 150 strengthened the governance mechanism to which the payment schemes rules are subject to, therefore, payment scheme settlors shall observe them in order to maintain their payment schemes in compliance with the applicable regulation. Payment Institutions A payment institution is defined as the legal entity that participates in one or more payment schemes and is dedicated to the execution of the remittance of funds to the receivers in payment schemes, among other activities. Specifically, based on the Brazilian payment regulations, payment institutions are entities that can be classified into one of the following four categories: Table of Contents FORM 20-F 26FY25 87 •Issuers of electronic currency (prepaid payment instruments): These payment institutions manage prepaid payment accounts for Cardholders or end-users. They carry out payment transactions using electronic currency deposited into such prepaid accounts, and convert the deposits into physical or book-entry currency or vice versa. •Issuers of post-paid payment instruments (e.g., credit cards): These payment institutions manage payment accounts where the end-user intends to make payment on a post-paid basis. They carry out payment transactions using these post-paid accounts. •Acquirers: These payment institutions do not manage payment accounts but enable merchants to accept payment instruments issued by a payment institution or by a financial institution that participates in the same payment scheme. They participate in the settlement process for payment transactions by receiving the payment from the Card Issuer and settling with the merchant. •Payment Initiation Service Provider (“PISP”): These payment institutions provide payment transaction initiation services without requiring the initiation of payment transactions. They accomplish this without (a) managing a payment account; and (b) intermediating, at any time, the funds transferred in the respective payment transaction. Payment institutions must be authorized to operate in Brazil and must have a corporate purpose that is compatible with payments activities. As for payment schemes, the regulations applicable to payment institutions depend on certain features, such as the annual cash value of transactions handled by the payment institution or the value of resources maintained in prepaid payment accounts. Certain financial institutions have specific exemptions from the requirement to obtain an authorization from the Central Bank to act as a payment institution and provide payment services. Furthermore, certain payment institutions are not subject to the legal and regulatory framework applicable to the payment industry in Brazil. This applies, for example, to payment institutions that only participate in limited-purpose payment schemes. Moreover, payment institutions that provide services in the scope of programs set up by governmental authorities aimed at granting benefits to natural persons due to employment relationships (such as meal vouchers) are required to obtain an authorization from Ministery of Labor and Employment (Ministério do Trabalho e Emprego). The CMN and Central Bank regulations applicable to payment institutions cover a wide variety of issues, including: (i) penalties for noncompliance; (ii) promotion of financial inclusion; (iii) reduction of systemic, operational and credit risks; (iv) reporting obligations; and (v) governance. The regulation applicable to payment institutions also cover “payment accounts” (contas de pagamento), which are the end-user accounts, in registered (i.e., book-entry) form, which are opened with payment institutions that are Card Issuers of prepaid or post-paid instruments and used for carrying out each payment transaction. Central Bank Resolution No. 96, classifies payment accounts into two types: •Prepaid payment accounts: Which is destined for the execution of payment transactions in electronic currency available as a result of previously deposited funds; and •Post-paid payment accounts: Which is destined for the execution of payment transactions which do not depend on the prior deposit of funds. In order to provide protection from bankruptcy, Law 12,865 requires payment institutions that issue electronic currency to segregate the funds deposited in prepaid payment accounts from their own assets. In addition, with respect to prepaid electronic currency, the payment institutions must hold a portion of the funds deposited in the prepaid payment account in certain specified instruments: either (i) in a specific account with the Central Bank entitled Electronic Currency Correspondent Account that pays interest according to the SELIC Rate; or (ii) in federal government bonds registered with the SELIC. The portion of the prepaid electronic currency that must be held in this form is currently 100%. Table of Contents FORM 20-F 26FY25 88 Our Regulatory Position Some of our subsidiaries perform activities that are subject to Law 12,865 or Law 4,595 and regulations from the Central Bank and the CMN, as applicable, which are Stone IP, Stone Sociedade de Crédito Direto S.A. (“Stone SCD”), Stone SCFI and Stone DTVM. On November 5, 2021, MNLT applied for registration with CVM to become a category B public company (allowed to issue any securities other than shares and depositary receipts or other securities that entitle the holder to purchase shares or share certificates). As required by the applicable regulations, the subsidiaries have submitted operational authorization requests before the Central Bank and CVM, as applicable, which current status follows below: •Stone IP was granted a license to operate as a payment institution in the Acquirer category on July 3, 2017, in the issuer of electronic currency category on April 24, 2018, in the issuer of post-paid payment instruments category on November 24, 2021 and in the payment initiation service provider category on October 28, 2021. •Stone SCD was granted a license to operate as a financial institution established as a direct credit company (sociedade de crédito direto) on July 19, 2019. •MNLT applied for registration to become a category B public company, aiming at being entitled to issue securities other than shares and depositary receipts or other securities that entitle the holder to purchase shares or share certificates, which was granted by the CVM on February 2, 2022. •Stone SCFI was granted a license to operate as a financial institution established as a credit, funding and investment company (sociedade de crédito, financiamento e investimento) on January 5, 2024. •Stone DTVM was granted a license by the Central Bank to operate as a brokerage firm established as a securities distribution company (distribuidora de títulos e valores mobiliários) on November 6, 2025. The registration with the CVM is still ongoing. Pagar.me Instituição de Pagamento S.A. (“Pagar.me”) applied for a license to operate as a payment scheme settlor on February 3, 2017, and as a payment institution in the acquirer and issuer of electronic currency categories on April 7, 2017. Due to changes in the Central Bank regulation, Pagar.me’s payment scheme is no longer subject to the authorization of Central Bank. Therefore, Pagar.me’s authorization request as a payment scheme was dismissed by the Central Bank on June 8, 2017. In relation to the application for a license to operate as a payment institution, Pagar.me required the withdrawal of its request proceedings in 2024 as a result of a decision to migrate acquiring and banking solutions operations from Pagar.me to Stone IP. Additionally, on October 20, 2020, one of our subsidiaries, TAG, received approval from the Central Bank to operate as a trade repository (entidade registradora) in Brazil, and, therefore, is subject to Brazilian laws and regulations relating to financial assets and securities subject to centralized deposit on central securities depositories or registration in trade repositories, as per Brazilian Federal Law No. 12,810, dated as of May 15, 2013 and its related rules and regulations. The effective date of the rules that established the mandatory registration of card receivables with trade repositories and stated that credit transactions guaranteed by such receivables should be registered with the same trade repository was June 7, 2021. Moreover, we started issuing post-paid instruments through Stone Cartões Instituição de Pagamento S.A. (“Stone Cartões”). As provided in Central Bank Resolution 80, payment institutions that act as post-paid instrument issuers are not required to file an authorization request until the regulatory threshold is met. Stone Cartões met this threshold in March 2025 and submitted its authorization request to the Central Bank in June 2025. Upon obtaining authorization from the Central Bank, Stone DTVM must seek specific additional authorizations from the CVM to act as a fiduciary administrator and asset manager. Under current regulations, while the DTVM license is granted by the Central Bank, the performance of certain activities remains subject to CVM’s specific oversight and regulatory requirements. Table of Contents FORM 20-F 26FY25 89 Since their licenses to operate were granted by the Central Bank, Stone IP, Stone SCD, Stone SCFI and Stone DTVM have been in compliance with applicable payment and financial laws and regulations. In addition, Law 12,865 prohibits payment institutions from performing activities that are restricted to financial institutions, which are regulated by Law 4,595. There is some debate under Brazilian law as to whether providing early payment of receivables to merchants could be characterized as “lending,” which is an activity that is restricted to financial institutions. Similarly, there was some debate as to whether the discount rates applicable to this early payment feature should be considered as “interest,” in which case the limits set by the Brazilian Usury Law would apply to these rates. This discussion was formally settled as of June 28, 2024, with the enactment of Law No. 14,905, which expressly removed all institutions under the regulation of the Central Bank from the applicability of the Brazilian Usury Law. If we fail to comply with the requirements of the Brazilian legal and regulatory frameworks, we could be prevented from carrying out our regulated activities, we could be (i) required to pay substantial fines (including per transaction fines) and disgorgement of our profits, (ii) required to change our business practices or (iii) subjected to insolvency procedures under an intervention by the Central Bank and the out-of-court liquidation of Stone IP, Stone SCD, Stone SCFI and Stone DTVM. We could also be subject to private lawsuits. For additional information, see “Item 3. Key Information—D. Risk Factors—Risks Related to Legal and Regulatory Matters—Our business is subject to extensive government regulation and oversight in Brazil and our status under these regulations may change. Violation of or compliance with present or future regulation could be costly, expose us to substantial liability and force us to change our business practices, any of which could seriously harm our business and results of operations”. The Central Bank’s regulations also allow payment schemes to set additional rules for entities that use their brands. Since we participate in these third-party payment schemes, we must comply with their rules in order to continue accepting payments from payment instruments bearing their brands. Regulatory Capital Requirements for Payment Institutions, Minimum Capital and Prudential Regulation On December 1, 2021, the Central Bank enacted Resolution No. 168, which provides for the accounting criteria applicable to the preparation of the consolidated financial statements of prudential conglomerates of authorized payment institutions and the operating procedures of such documents by financial and payment institutions. This rule created the prudential conglomerate led by payment institutions authorized to operate by the Central Bank, aimed at better addressing risks arising from the activities held by the payment institution and the other ones carried out by other institutions of its economic group. The main aspects of such Central Bank’s strategy was subject to Public Consultation Notice 78, closed on January 26, 2021, which resulted in the enactment of Resolutions Nos. 197, 198, 199, 200, 201 and 202, all dated of March 11, 2022. According to Central Bank Resolution 197, the prudential conglomerates are now segmented into 3 types depending on whether the conglomerate is composed by financial or payment institution as well as if it is headed by a financial or payment institution: •Type 1: conglomerates which are composed of both financial and payment institutions, but headed by a financial institution (“Type 1 Conglomerates”); •Type 2: conglomerates which are not composed of financial institutions; and •Type 3: conglomerates which are headed by a payment institution and also composed of a financial institution ("Type 3 Conglomerates”). The conglomerate headed by Stone IP has been defined as a Type 3 Conglomerate. Type 3 Conglomerates shall maintain minimum capital adequacy ratio in relation to its risk-weighted assets ("RWA”), which shall be assessed in a similar manner to the approaches established by the Basel Committee on Banking Supervision (“BCBS”). The main differences between this new method and the one applicable to financial institutions are the concept of a specific RWA component for payment related risks and the consequent review of the components related to credit, market and operational risk. Table of Contents FORM 20-F 26FY25 90 In June 2023, the Central Bank published Resolution No. 324, which brought significant changes to the criteria for recognition of credit risk mitigation for banking book exposures that are risk-weighted under the standardized approach, to implement the credit risk mitigation standards of the Basel III reforms and to make payment account balances eligible for recognition as financial collateral. In respect of the implementation of Basel III reforms, the Central Bank also published Resolution No. 356 on November 2023, which establishes the key components of the new standardized approach for measuring operational risk capital requirements, replacing the three former methodologies (BIA, ASA, ASA2). The new standardized approach is based on two key variables: (i) the Business Indicator (BI), which is a financial-statement-based proxy for operational risk, and (ii) the average historical losses of the Conglomerate. On June 12, 2024, the Central Bank enacted Normative Ruling No. 479, which specifies the BI composition. The new standardized approach is phasing in from 2025 until 2028. In September 2025, Central Bank launched Public Consultation No. 123/2025 to gather contributions on the creation of the Simplified Liquidity Coverage Ratio (LCRS) — applicable to groups containing at least one financial institution classified in Segments 3 or 4 (S3 or S4) that raise funds from the public through deposits or the issuance of securities — and the expansion of the scope for the Liquidity Coverage Ratio (LCR) to institutions in Segment 2 (S2). The proposal aims to strengthen the capacity of financial institutions to maintain reserves of High-Quality Liquid Assets (HQLA) to withstand liquidity stress periods, ensuring the fulfillment of obligations, business continuity, and the stability of the national financial system. The consultation period ended on November 1, 2025 and the rule is expected to be enacted in 2026. Additionally, in November 2025, the Central Bank published Joint Resolution No. 14 and Resolution No. 517 establishing a new methodology for calculating the minimum limits for paid-in capital and net equity for authorized entities. Such methodology will primarily consider the activities actually performed, rather than the specific type of institution. The additional capital must be gradually increased by the entities from July 1, 2026 to December 31, 2027. The Central Bank is responsible for defining which subsidiaries are included in the prudential conglomerate, assessing each entity's risk profile to ensure proper regulatory oversight and capital adequacy within the group. As of January, 2026, the following entities were part of the Prudential Conglomerate: Stone IP, MNLT, Pagar.me, Stone SCD, Stone SCFI, Stone Cartões, Stone DTVM, Stone Pay Meios de Pagamento Ltda., Tapso Fundo de Investimento em Direitos Creditórios Responsabilidade Limitada (“FIDC TAPSO”), Soma III Fundo de Investimento em Direitos Creditórios Responsabilidade Limitada and FIDC ACR I. As per the same date, the minimum Basel ratio defined for the prudential conglomerate was 10.5%. Post-paid Payment Instruments Financing On the scope of Law 14,690, also known as “Desenrola Brasil”, the CMN and the Central Bank published a set of rules on December 21, 2023 aimed at regulating the provisions on interest on revolving and installment credit operations and combating the financial over-indebtedness of Brazilian consumers, especially resulting from credit card debts. As such, the CMN Resolution No. 5,112 of December 21, 2023 (“CMN Resolution 5,112”) provided significant changes in the regulation of revolving loans by revising CMN Resolution No. 4,549 of January 26, 2017. The main changes cover the granting of financing related to the outstanding balances of credit card invoices and other post-paid instruments. Although CMN Resolution 5,112 became effective immediately, its provisions apply only to credit transactions entered into as of January 1, 2024. In addition, CMN Resolution 5,112 also introduced changes related to the portability of credit operations and the disclosure of information when contracting credit operations, as provided for in other regulations. These provisions will become effective as of July 1, 2024. Table of Contents FORM 20-F 26FY25 91 With regards to the Central Bank regulation, Central Bank Resolution No. 365, of December 21, 2023, amended Central Bank Resolution 96, in order to provide greater transparency and visibility for post-paid Cardholders in their relationship with the issuer. As such, issuers were required to adjust the invoices and the communication with their clients. These provisions became effective as of July 1, 2024. Pix Pix was created by the Central Bank through Resolution No. 1, issued on August 12, 2020, establishing a real-time payment system designed to make transactions faster, simpler, and more convenient for users. The primary goals of Pix include: (i) enhancing competition; (ii) improving market efficiency; (iii) reducing costs; (iv) straightening security; (v) enhancing client experience; (vi) accelerating the digitalization of the retail payment market, thus promoting financial inclusion; and (vii) overcoming gaps of other payments methods. To ensure proper functioning, the Central Bank issued further regulation on the Pix ecosystem, setting forth operational procedure, technological infrastructure, disclosure requirements and potential penalties to relevant participants. Pix transactions are processed through the Brazilian Instant Payments System (Sistema de Pagamentos Instantâneos) (“SPI”), a centralized payment infrastructure developed by the Central Bank, and implemented through Central Bank Circular No. 3,985, dated as of February 18, 2020, currently under Central Bank Resolution No. 195, dated as of March 3, 2022. All financial and payment institutions with a license to operate granted by the Central Bank and which have more than 500,000 Active Client accounts (including checking, savings and payment accounts) are required to be a participant on Pix and on the SPI. The participation by other financial and payment institutions that operate client accounts by the National Treasury Secretariat is optional. This structure ensures broad coverage of the payment system while maintaining regulatory oversight. On October 29, 2020, the Central Bank issued Resolution No. 30, which amends Central Bank Resolution No. 1 to include new functionalities in the Pix regulations. Among these new functionalities is the Pix Cobrança, through which merchants, suppliers, service providers and other entrepreneurs can issue a QR Code to make instant payments, in points of sale or e-commerce, for example, or collections due on a future date. Another functionality is Pix Agendado, through which users can schedule transactions. As Pix gained scale in 2021, concerns about security during the usage of this payment method also increased. To address these, Central Bank Resolution No. 142, dated as of September 23, 2021, implemented mandatory frauds records and reports prepared by financial and payment institutions and established nighttime limits, by which users are limited to transactions of up to R$1,000.00 between 8 p.m. and 6 a.m., as a general rule, and a special devolution mechanism to request return of funds in case of frauds and other scenarios was created (“Mecanismo Especial de Devolução” or “MED”). Moreover, on November 29, 2021, the Central Bank released two features related to cash withdrawal with Pix – Pix Saque (Pix Withdraw) and Pix Troco (Pix Change), which enable users to withdraw cash from any accredited merchant participating in the system, a role traditionally played by ATMs. In December 2023, the Central Bank issued Resolutions Nos. 360 and 361 addressing the operational rules of its new Pix product called Pix Automático (Pix Automatic), which came into effect on February 28, 2025. Although it is also a product aimed at recurring transfers, the difference between Pix Automático and Pix Agendado (Pix Scheduled) is that Pix Automático will be able to give their consent to payments even if that charge is in a variable amount each month, unlike Pix Agendado the consent is given to a single transfer amount. Pix Automático features a new range of opportunities for institutions whose clients are mainly companies. The Central Bank Resolution No. 402 substituted Resolution No. 360 and made Pix Automático effective on June 16, 2025. Table of Contents FORM 20-F 26FY25 92 Additionally, the Central Bank set the standards for Pix transfers initiated by Near Field Communication (NFC) on POS machines, which may significantly reduce the timeframe to initiate a transaction and increase Pix acceptance for face-to-face purchases on merchants. Such functionality has already been implemented and is currently available for Android users. More recently, the Central Bank published Resolution No. 493, on August 28, 2025, regarding an enhancement of MED. The new MED 2.0 introduces advanced tracking of fraudulent transactions, allowing the recovery of funds across multiple layers of receiving accounts, moving beyond the first account that received the fraudulent transfer. Initially, this mechanism was scheduled for mandatory implementation in February 2026; however, given the complexity of its implementation, the deadline was extended to May 10, 2026, pursuant to BCB Resolution No. 546/2021, so that participants are not subject to the penalties set forth in the Pix Regulation for non-compliance related to the non-implementation of MED 2.0 until May 10, 2026. Pix’s ecosystem is in constant evolution. As of December 31, 2025, there were almost 180 million active users, 162 million of which correspond to natural persons and more than 16 million legal entities. The Central Bank holds a roadmap designed to incorporate more functionalities to this payment method. Therefore, we are always keeping up with new rules and building new functionalities with the regulator and its stakeholders with the aim to offer the best payment services for our clients. In this sense, on March 27, 2025, the Central Bank announced that it was developing Pix em Garantia (Pix under Guarantee), which will allow clients to use Pix receivables as collateral in credit operations. There is currently no date set for the launch of this functionality. For more information regarding Pix market size, refer to “Item 4. Information on the Company – B. Business Overview – Our Markets”. Open Finance On May 4, 2020, the CMN and the Central Bank issued Joint Resolution No. 1, which defined the scope of services and data protection rules for the Open Finance system. Open Finance in Brazil allows customers to authorize financial institutions to share their data on customer record, transactions, products, and services with other authorized institutions, fostering competition, innovation and making the banking sector more efficient. In this context, membership is mandatory for financial institutions belonging to the prudential segments 1 and 2, according to Central Bank Resolution No. 4,553, dated as of January 30, 2017, as well as for individual institutions or those belonging to conglomerates with more than 5 million customers, and institutions participating in credit portability services. In relation to the sharing of payment transaction initiation services, mandatory membership applies to mandatory participants in Pix, account-holding institutions belonging to conglomerates that include Pix mandatory participants, and payment initiation service providers (PISPs). In addition, if an institution voluntarily joins Open Finance for data sharing, all other entities within its conglomerate must also participate. The implementation of Open Finance will be gradual, conducted in four phases, as follows: a.Phase 1: sharing of public data belonging to participating institutions on their access channels and product/service channels related to checking, savings, prepaid payment accounts and to lending transactions; b.Phase 2: sharing of customer record data and customer transactional data among the participating institutions upon customer’s consent; c.Phase 3: sharing of payment initiation services, as well as forwarding credit transaction proposals; and d.Phase 4: expansion of in-scope data to encompass foreign exchange, acquiring, investment, insurance, and open-end private pension transactions. Table of Contents FORM 20-F 26FY25 93 Brazilian’s Open Finance ecosystem is one of the biggest in the world, since it aims to share both individuals and legal entities data, as well as payment and credit services. Furthermore, the scope of data also includes foreign exchange, acquiring, investment, insurance, and open-ended private pension transactions. Moreover, Brazil also is developing Open Insurance, a similar initiative in progress, made by SUSEP, Brazilian regulator on the insurance market. On July 4, 2024, Central Bank Resolution No. 398 amended Joint Resolution No. 1/2020 in order to provide for a payment initiation journey without redirection to the app of the institution that holds the client’s account, in order to improve the payment experience. In December 2024, the Central Bank issued Normative Ruling No. 575, which published the second Open Finance Monitoring Handbook. The regulation is a measure by the Central Bank to enhance Open Finance compliance rules, detailing the procedures to be followed by the Open Finance Governance Structure for monitoring the performance of the participant institutions. The transitory governance structure, pursuant to Central Bank Circular No. 4,032, dated as of June 23, 2020 was substituted in 2024. On December 5, 2024, Open Finance was formalized as a legal entity capable of implementing the definitive structure established by Resolution No. 400. Financial and payments market associations have joined the legal entity structure to keep contributing and building a diverse ecosystem, promoting competition and innovation. This includes technical groups, a secretariat and a deliberative council, responsible for discussing and defining key topics such as APIs, security, compliance, and fraud prevention. Decisions made by this structure, which also includes input from financial and payments market associations, are subject to Central Bank review to ensure alignment with regulatory goals. In December 2025, over 800 institutions were participating in Open Finance, with approximately 153 million active consents. Despite the impressive numbers, the APIs are still being built and implemented gradually, and a lot of adjustments and corrections are being made to enable data and services sharing. Payment and financial institutions are engaged in making the ecosystem prosper, although still facing challenges to establish a truly interoperable ecosystem. Registration of Card Receivables On June 27, 2019, a more robust legal framework for card receivables was enacted underneath CMN Resolution 4,734 and the Central Bank Circular 3,952. As a result of these regulations, card receivables due by Acquirers to merchants are subject to registration at trade repositories (entidades registradoras), which aim to facilitate (i) Acquirers to anticipate card receivables originated by other Acquirers, and (ii) such card receivables to be used as collateral in credit transactions. Although the above mentioned regulations were initially expected to fully come into effect on August 3, 2020, this date was postponed by the Central Bank on different occasions, coming into effect on June 7, 2021. We explore this opportunity both commercially (through StoneCo) and technologically (through one of our subsidiaries, TAG). In this context, TAG, which was authorized by the Central Bank to operate card receivables registration system on October 20, 2020, became operational by June 7, 2021, when it started to render services of card receivables registration. When entered into force, the operating trade repositories faced operational challenges to comply with the regulation, mainly regarding interoperability between the registration systems and failures to protect creditor’s collaterals. After several interactions between trade repositories, market participants and the Central Bank, the Central Bank enacted Resolutions 264, 349 and 373 reinforcing duties of trade repositories to (i) ensure the reliability of information, whether owned or interoperated, through recurring reconciliations between registration systems, and (ii) develop mechanisms to protect creditors' collaterals. Table of Contents FORM 20-F 26FY25 94 The Central Bank enacted Resolution No. 392, dated as of June 12, 2024, introducing the Financial Asset Catalog, in order to list the types of financial assets subject to registration and centralized deposit services and standardize the information of that should be registered for each type of asset. Moreover, on December 20, 2024, the Central Bank submitted a Public Consultation to collect comments from the market on capping the interoperability fee for trade repositories for public consultation, aiming at reducing credit costs. As a result of the Public Consultation, the Central Bank issued BCB Resolution No. 472, dated as of May 8, 2025, which established maximum limits for interoperability fees to reduce credit costs with registration of card receivables. In 2025, the Central Bank enacted BCB Resolution No. 514, dated as of October 21, 2025, which amended BCB Resolution No. 264 to (i) provide cancellation flow for a pre-contracted prepayment of receivables, those in which the contract between the acquirer or payment facilitator and the merchant establishes the payment of transactions in a period shorter than the maximum established by the payment scheme, according to merchant’s decision, and (ii) to oblige clearing and centralized settlement system operators to share the transaction settlement information to the trade for information reconciliation. We believe that this ecosystem will increase our addressable market for both prepayment and credit solutions, while bringing transparency and more efficiency to the financial market. Banking On October 10, 2024, the Central Bank published Consultation No. 108, proposing regulation for banking as a service (BaaS). The regulation aims to enhance transparency in White-label structures, as well as to regulate certain aspects of the relationship between the service provider institution and the clients. On October 28, 2025, the Central Bank enacted Joint Resolution No. 16, which regulates the provision of Banking as a Service (BaaS). This resolution introduced the regulatory concept of BaaS in Brazil and established minimum requirements for its provision by payments and financial institutions authorized by the Central Bank. Financial and payment institutions acting as BaaS providers under Resolution No. 16 must comply with the provisions of the rule by December 31, 2026. We are currently evaluating the potential impacts of this regulation to our operations and will ensure compliance within the deadline for contract adjustments set forth in the rule. Payment Slips (“Boleto”) Boleto is a standardized payment instrument that integrates a payment scheme settled by the Central Bank. It can be issued either by a financial or a payment institution (in this case, the payment institution shall be authorized to act as an electronic currency issuer). Operational aspects, fees and other matters are regulated by a convention executed among market associations. On December 12, 2024, the Central Bank enacted Resolution No. 443, which replaced Central Bank Circular No. 3,598 and consolidated the rules on this payment instrument. The new rule (i) enhances the governance of the Convention to ensure broad participation, aiming to increase diversity in the payment scheme’s decision making process; (ii) explicitly states the interoperability of boleto with other payment schemes; and (iii) introduces the “boleto dinâmico”, a mechanism through which the beneficiary of the funds can be modified following the negotiation of the underlying financial asset, thereby providing greater security for the buyer of the financial asset. Table of Contents FORM 20-F 26FY25 95 Throughout 2025, participation in the definitive governance of the Boleto Convention was ensured through the Brazilian Association of Payment Institutions (ABIPAG), securing the representation of independent payment institutions in the establishment of the arrangement's rules. As a result of this participation, significant negotiations were conducted with banking associations, yielding substantial achievements, particularly: (i) voting rights in the deliberations of the governance committee; (ii) the inclusion of guiding principles regarding non-discriminatory access to products and services, equity, equal treatment, transparency, impartiality, and free competition; (iii) the elimination of the monopoly in the provision of registration and settlement infrastructure; (iv) the public disclosure of the arrangement's technical documentation; (v) the requirement for governance committee approval regarding changes to fees and the recovery of operating costs (RCO), as well as prior notification to participants providing a reasonable timeframe for compliance; (vi) the conditioning of data usage by the processing entity on the public and non-discriminatory offering of the resulting products to all participants; and (g) the incorporation of the authorized direct debit (DDA) Convention into the Boleto Convention. Direct Credit Corporation CMN enacted Resolution No. 5,050 on November 25, 2022, to regulate online lending fintechs and established new categories of financial institutions (“CMN Resolution 5,050”), such as sociedade de crédito direto – SCD. This is a financial institution that carries out loan transactions, financing and acquisition of credit rights exclusively through an electronic platform, using mainly its own capital as financial source for such transactions. The SCDs are authorized to assign credits related to their own transactions to: (i) financial institutions; (ii) investment funds; or (iii) securitization companies, provided that the quotas of the investment funds and the securitization assets issued by the securitization company are offered exclusively to qualified investors. The regulatory framework for SCDs is simple and straightforward, considering that such institutions have a limited and less complex scope of activities, focusing exclusively on the extension of borrowings and financing, as well as on the acquisition of receivables, using financial resources that originate either from its own capital or from the BNDES. Seeking to provide greater legal certainty to this “new credit market” the applicable regulation requires SCDs to select their clients based on consistent, verifiable and transparent criteria, including relevant aspects of credit risk assessment. The SCDs are authorized to provide ancillary credit services, limited to an exhaustive list set forth in the regulation, encompassing: (i) credit analysis for third-parties; (ii) collection of debts owed by third-parties; (iii) acting as insurance representative in distribution of insurance related to credit transactions; and (iv) issuance of electronic currency and post-paid instruments. Notwithstanding, SCDs are prohibited from having equity interest in financial institutions, and also restricted from raising funds from the public, except for the issuance of shares. Credit, Financing and Investment Company Credit, Financing, and Investment Companies (Sociedade de Crédito, Financiamento e Investimento – SCFI) are financial institutions regulated by Law No. 4595 and Resolution CMN nº 5.237. Therefore, they are subject to the other general rules and obligations applicable to financial institutions. These entities must be incorporated as corporations and are active in medium and long-term lending and investment in the securities market. Many non-bank financial institutions are part of economic conglomerates and operate as the financial arm of commercial or industrial groups. SCFIs can also operate in niches that are not served by bank conglomerates, particularly in loans and financing with specific characteristics, such as higher risk, agreements with merchants, among others. Table of Contents FORM 20-F 26FY25 96 Securities Distribution Company Securities Distribution Companies (Distribuidoras de Títulos e Valores Mobiliários - “DTVM”) are institutions treated as financial institutions for regulatory purposes and regulated by Laws No. 4.728 and No. 4,595 and Resolution CMN No. 5,008. These entities are authorized and supervised by the Central Bank, however, certain of their activities are also regulated by CVM. DTVMs activities include the underwriting and distribution of securities in the primary and secondary markets, as well as the intermediation of public offerings. Within the scope of asset management and fiduciary services, DTVMs are expressly authorized to establish, organize, and manage investment funds and investment clubs, and may also provide portfolio management and securities custody services. Furthermore, these institutions may act as fiduciary agents, as well as issuing agents for certificates, performing a broad range of administrative and technical advisory roles within the financial and capital markets, among other activities. Anti-Money Laundering and Terrorism Financing Rules Our activities in Brazil are subject to Brazilian laws and regulations relating to anti-money laundering (or “AML”), and terrorism financing (“CFT”) rules. These rules require us to implement risk-based policies and internal procedures to identify and qualify clients, employees, suppliers and business partners (KYC, KYE, KYS and KYP, respectively), as well as to monitor and identify suspicious or atypical money-laundering transactions, which must be duly reported to the Financial Activities Control Council (“COAF”) Brazil’s financial intelligence unit. We comply with the applicable AML laws and regulations and we have implemented required policies and internal procedures to ensure compliance with such rules and regulations, including procedures to report suspicious or atypical activities money-laundering and suspected terrorism financing to COAF. Our employees are aware of and have been periodically trained regarding our policies and internal procedures, which is mandatorily complied with and supervised. The Brazilian AML law specifies the acts that may constitute money laundering crimes, which may subject the agents of these illegal practices to imprisonment, temporary disqualification from managing enterprises up to 10 years and monetary fines. The Brazilian AML law also sets forth business activities that are required to implement measures to monitor and prevent such crimes (which includes payment and financial institutions), subjecting those who do not comply therewith to warning, monetary fines and the revocation of the authorization to operate given by the competent regulators. Additionally, it created COAF, which has a key role in the Brazilian AML and counter-terrorism financing system, and it is legally liable for the coordination of the mechanisms for international cooperation and information exchange. We have adopted the internal controls and procedures required by the Brazilian AML/CFT rules, which are focused on: •Identifying and qualifying our clients, suppliers, employees and business partners. •Conducting risk-based KYC, KYS, KYP and KYE processes. •Carrying out a prior analysis of new products and services, under the perspective of money laundering prevention. •Keeping records of all transactions. •Reporting to COAF, within one business day and without informing the involved person or any third party: (i) any transaction exceeding the limit set by the competent authority and as required under applicable regulations; (ii) any transaction deemed to be suspicious, as required under applicable regulations; and (iii) at least once a year, whether or not suspicious transactions are verified, in order to certify the non-occurrence of transactions subject to reporting to COAF (negative report). •Applying special attention to: (i) Politically Exposed Persons; (ii) unusual transactions or proposed transactions with no apparent economic or legal basis; (iii) clients and transactions for which the UBO (ultimate beneficial owners) cannot be identified; and (iv) situations in which it is not possible to keep the clients’ identification records duly updated. Table of Contents FORM 20-F 26FY25 97 •Offering AML-CFT training for employees. •Monitoring transactions and situations that could be considered suspicious for anti-money laundering purposes, which includes checking the compatibility between the volume of funds of a client and such client’s economic and financial capacity, as well as the origin of funds. •Ensuring that policies, procedures and internal controls are commensurate with the size and volume of transactions. •The unavailability of goods, values and rights possessed, directly or indirectly, by any individual or legal entity sanctioned by any resolution of the United Nations Security Council. •Conducting and updating, in every 2 (two) years, risk assessments with respect to clients, employees, partners and suppliers, our business model, transactions, products and services. •Assessing our AML-CFT program’s effectiveness annually. On October 1, 2020 the new regulation enacted by the Central Bank with regards to AML/CFT policies came into force. In summary, the new regulation comprises: (i) the Central Bank’s Circular 3,978, which provides new guidelines for the AML/CFT processes and the expansion and the strengthening of the list of PEP (Politically Exposed People); and (ii) the Central Bank’s Circular Letter No. 4,001/20, which sets forth a list of operations and situations that may constitute money laundering and terrorism financing. By the end of 2020, the Central Bank required certain adjustments in our AML-CFT to fully comply with the new guidelines, all of which have been promptly implemented by us and acknowledged/confirmed by the Central Bank. Nevertheless, we are continuously reviewing our AML-CFT program to identify improvement opportunities. See “Item 3. Key Information—D. Risk Factors—Risks Related to Legal and Regulatory Matters—We are subject to anti-corruption, anti-bribery and anti-money laundering laws and regulations.” E-Commerce, Personal Data Protection and Taxes. In addition to regulations affecting digital payment schemes, we are also subject to laws relating to internet activities and e-commerce, as well as banking secrecy laws, personal data and data protection laws, consumer protection laws, tax laws and other regulations applicable to Brazilian companies generally. Internet activities in Brazil are regulated primarily by Law No. 12,965/2014 (the “Brazilian Internet Act” or “Marco Civil da Internet”), which establishes principles, guarantees, rights and duties for internet users and providers. LGPD (Brazilian General Data Protection Law), in force since September 2020, provides a comprehensive framework for the processing of personal data, including by digital means, with the purpose of protecting the fundamental rights of freedom and privacy. LGPD establishes nine legal bases, in addition to consent, upon which personal data may be lawfully processed, and its administrative sanctions have been fully in effect since February 2023. LGPD imposes compliance obligations on all natural persons or legal entities, whether public or private, that process the personal data of individuals in Brazil, regardless of where that business or organization itself might be located. Since its enactment, the LGPD has been further developed through ongoing regulatory efforts by ANPD (the Brazilian data protection authority), which has actively issued binding regulations, technical guidelines, and enforcement decisions that continue to shape the applicable compliance framework. Customer accounts on our digital platform are subject to the LGPD and bank secrecy law (Complementary Law No. 105/01 and Article 17 of the CMN’s Resolution No. 4,893/2021). We are also subject to trademark and software protection rules, and to tax laws and related obligations such as the rules governing the sharing of customer information with tax and financial authorities. In addition, our operations involving the Pix instant payment ecosystem are subject to the Pix regulatory framework issued by the Central Bank (Central Bank Resolution No. 1/2020). It is unclear whether the tax and regulatory authorities would seek to obtain information regarding our customers. Any such request could come into conflict with the data protection rules, which could create risks for our business. Table of Contents FORM 20-F 26FY25 98 The laws and regulations applicable to the Brazilian digital payments industry are subject to ongoing interpretation and change, and our digital payments business may become subject to regulation by additional authorities. For further information on the risks relating to regulation of our business, please see “Item 3. Key Information—D. Risk Factors—Risks Related to Legal and Regulatory Matters—Our business is subject to extensive government regulation and oversight in Brazil and our status under these regulations may change. Violation of or compliance with present or future regulation could be costly, expose us to substantial liability and force us to change our business practices, any of which could seriously harm our business and results of operations.” Consumer Protection Laws Due to some of our products, we are subject to several laws and regulations designed to protect consumer rights, most notably, the Consumer Protection Code, which sets forth the legal principles and requirements applicable to consumer relations in Brazil, including basic rights, such as access to and modification of personal information, product and service liability, protection against misleading advertising, and the right to clear information regarding products and services. While certain of our historical products and services, primarily those designed to support the business and professional operations of merchants, may fall outside the scope of the CDC, the expansion of our ecosystem over the last year has altered our regulatory profile. By broadening our offering to include a diverse range of financial products, credit solutions, and services specifically tailored for micro-entrepreneurs and individuals, we have increasingly engaged in activities that are subject to the protections and requirements of the Consumer Protection Code. These consumer protection laws could result in compliance costs. Personal Data Protection The LGPD establishes comprehensive framework for regulating the processing of personal data in Brazil, encompassing collection, use, processing and storage. Since its enactment, it has introduced significant changes to data protection regulations, impacting all interactions involving personal data, whether in digital or physical environments. The ANPD (Brazilian data protection authority) is the body responsible for overseeing and enforcing the LGPD. Historically, the LGPD has been adopting a predominantly educational approach, prioritizing the publication of guidelines, manuals, and technical studies to foster a culture of data protection. This "guidance-first" posture was also reflected in its initial sanctioning proceedings, which often favored corrective measures and guidance over the imposition of severe financial penalties. More recently, the ANPD’s enforcement profile has undergone a significant transition toward a more rigorous and assertive supervisory posture. This institutional evolution was solidified in 2025 following the enactment of Provisional Measure No. 1,317/2025, which converted the ANPD into the National Data Protection Agency. This conversion granted the authority the formal status of an independent regulatory agency, endowed with increased technical, administrative, and financial autonomy. This new legal standing empowers the Agency to intensify its oversight of processing activities and reinforces its capacity to impose administrative sanctions for non-compliance with the LGPD. As part of its rulemaking authority, ANPD has enacted the following resolutions: (a) Resolution No. 15/2024, establishing rules for the communication of security incidents; (b) Resolution No. 18/2024, regulating the role and activities of the “Data Protection Officer”; and (c) Resolution No. 19/2024, approving the regulation on international data transfers and the mandatory content of standard contractual clauses. Notably, in January 2026, the ANPD and the European Commission issued an adequacy decision recognizing the equivalence between the LGPD and the General Data Protection Regulation (“GDPR”). This decision confirms that Brazil provides a level of protection comparable to the European Union, simplifying international data transfers between these regions. Table of Contents FORM 20-F 26FY25 99 ANPD has established a comprehensive roadmap for its upcoming cycles of analysis and enforcement. According to its regulatory agenda, the ANPD’s priority themes for the following years center on high-risk processing activities and emerging technologies. Key areas of focus include the governance and use of artificial intelligence (AI), the processing of biometric and sensitive data, and the enhanced protection of data belonging to children and adolescents. Furthermore, the ANPD is expected to prioritize the regulation of high-risk and large-scale data processing, as well as the improvement of transparency and accountability standards for digital platforms. Intellectual Property and Licensing Our services primarily leverage proprietary software and integrated payment systems. We safeguard our intellectual property through a strategic combination of statutory frameworks and contractual mechanisms. Specially we rely on Brazilian Copyright Law and Software Law (Law No. 9,610/1998 and Law No. 9,609/1998, respectively), to protect our source code and creative assets, and the Brazilian Industrial Property Law (Law No. 9,279/1996), to secure our trademarks and trade secrets. Furthermore, we reinforce these legal protections through robust confidentiality and non-disclosure agreements with employees and third parties, complemented by licensed technology from strategic partners. Trademarks As of March 2026, our operations in Brazil utilize more than 150 registered trademarks. While 103 of these trademarks are owned directly by Stone Instituição de Pagamento S.A. (“Stone IP”) - including the “Stone” trademark -, the residual portfolio is owned by various affiliates of our Group. Our trademarks are either registered or currently under application with the Brazilian National Institute of Industrial Property (Instituto Nacional da Propriedade Intelectual - “INPI”). As the competent authority, the INPI grants owners exclusive rights of use for a ten-year term, which is subject to successive renewals for additional equal periods. We also hold usage rights for the “Pix” trademark, the instant payment ecosystem managed by the BCB, for which no licensing fees are required. Domain Names We have also registered several domain names with NIC.br, Brazil’s internet domain name registry, and domain registrars in the United States and elsewhere, including, among others, “stone.com.br”, “pagar.me”, “stone.co” and “investors.stone.co.”. Campaigns We operate under a rigorous regulatory framework regarding the offering and promotion of our services. Our marketing and commercial activities are designed to comply with Central Bank regulations, federal commercial promotion statutes (Law No. 5,768/1971), and self-regulatory codes (Advertising Self-Regulation Code by CONAR - Brazilian Advertising Self-Regulation Council). Management maintains a dedicated focus on legal and regulatory adherence seeking that all advertising and promotional materials meet the required standards of transparency and compliance. Licensing We maintain material agreements with major card schemes, such as Visa and Mastercard, which are essential to our operations as an acquirer in Brazil. This arrangements grant us non-exclusive, non-transferable licenses to use certain trademarks, service marks, and logos in connection with our acquiring and payment processing activities in Brazil. Under these license agreements, we are generally responsible for the costs and risks associated with our principal participant, and any applicable fees are determined by the standard rule an regulations established by the respective card schemes. Table of Contents FORM 20-F 26FY25 100 Third-Party Rights and Usage Other trademarks, service marks and trade names appearing in this annual report are the property of their respective owners. For convenience, some of the intellectual property referenced herein may appear without the ® and ™ symbols; however, such omission is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names. Brazilian Worker Food Program (Programa de Alimentação do Trabalhador - PAT) Law No. 6,321, dated as of April 14, 1976, established the Worker Food Program (Programa de Alimentação do Trabalhador), a public policy that provides tax benefits to employers who finance the purchase of food or meals for their employees. The Federal Government issued Brazilian Decree No. 10,854, enacted as of November 10, 2021, to regulate this program and to grant authority to the Ministry of Labor and Social Security to manage it, among other labor matters. Over the years, the main method of employers to provide their employees with the funds or vouchers to purchase food or meals within the scope of the Worker Food Program was closed payment schemes. However, Law No. 14,442, dated as of September 2, 2022, amended Law No. 6,321 to modernize this program and to allow the provision of funds for food or meals under this program through open payment schemes. In May 23, 2024, we obtained a Worker Food Program Acquirer license from the Ministry of Labor and Social Security to operate under open payment schemes. Subsequently, the Federal Government issued Brazilian Decree No. 12,712, enacted as of November 11, 2025, to amend Brazilian Decree No. 10,854 to provide for certain measures, such as: (i) criteria for opening payment schemes; (ii) interoperability between payment schemes; (iii) cap to interchange and MDR fees; and (iv) maximum period for settlement to the merchant within 15 days. The application of these measures is still under discussion in the Courts, and a final decision may take some additional time. Table of Contents FORM 20-F 26FY25 101 C. Organizational structure We carry out our operations principally through our Brazilian operating companies. A simplified organizational chart showing our current corporate structure, as of March 31, 2026 is set forth below: (1) 50% of Reclame Aqui Holding Ltd. is held by VLP Holding Ltd. Reclame Aqui Holding Ltd. has subsidiaries, in which we have 50% of equity interest. For more information, see note 4.1.2 – Subsidiaries of the Group on our Consolidated Financial Statements. (2) Previously “Stone Holding Instituições S.A.”, incorporated in 2022 due to a requirement of the Central Bank, to maintain the control of Stone Instituição de Pagamento held by a Brazilian company. (3) Previously “Linx S.A.”, the company was transformed into a special purpose entity (SPE) right after the sale of our software division. (4) Please refer to Item 4.1.2 – Subsidiaries of the Group on the Notes to consolidated financial statements for more details. (5) Vitta has subsidiaries, in which we have 100% of equity interest. Please refer to Item 4.1.2 – Subsidiaries of the Group on the Notes to consolidated financial statements for more details. Table of Contents FORM 20-F 26FY25 102 D. Property, plants and equipment Properties As of the date of this annual report, our registered office is located at Block 12D Parcel 33 and 95, 18 Forum Lane, Camana Bay, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Our primary operational hubs are located in Brazil. Our São Paulo office supports product development, sales, marketing, finance and business operations and is located at Avenida Rebouças 2,880, Pinheiros, São Paulo/SP, Brazil. Our Rio de Janeiro office supports certain business activities, including customer relations and technology development and is located at Rua do Passeio, No. 38/40, Centro, Rio de Janeiro/RJ, Postal Code 20021-290, Brazil. All offices mentioned above are occupied under lease agreements and collectively comprise approximately 228,000 square feet of office space. In accordance with our business strategy, we also operate several proprietary Stone Hubs across Brazil. We believe that our facilities are sufficient for our current needs. Additionally, as of December 31, 2025, we leased data center facilities in Rio de Janeiro and São Paulo in Brazil, and in Chicago, Illinois and Atlanta, Georgia in the United States. We believe that our facilities are suitable and adequate for our business as presently conducted. However, we periodically review our facility requirements and may acquire new space to meet the needs of our business or consolidate and dispose of facilities that are no longer required.

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%. Table of Contents FORM 20-F 26FY25 103 •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. Table of Contents FORM 20-F 26FY25 104 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. Table of Contents FORM 20-F 26FY25 105 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. Table of Contents FORM 20-F 26FY25 106 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”. Table of Contents FORM 20-F 26FY25 107 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”. Table of Contents FORM 20-F 26FY25 108 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. Table of Contents FORM 20-F 26FY25 109 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. Table of Contents FORM 20-F 26FY25 110 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. Table of Contents FORM 20-F 26FY25 111 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. Table of Contents FORM 20-F 26FY25 112 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. Table of Contents FORM 20-F 26FY25 113 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). Table of Contents FORM 20-F 26FY25 114 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. Table of Contents FORM 20-F 26FY25 115 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. Table of Contents FORM 20-F 26FY25 116 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. Table of Contents FORM 20-F 26FY25 117 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. Table of Contents FORM 20-F 26FY25 118 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. Table of Contents FORM 20-F 26FY25 119 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). Table of Contents FORM 20-F 26FY25 120 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. Table of Contents FORM 20-F 26FY25 121 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$2.31 per share or 46.6% for the fiscal year ended December 31, 2024, compared with the fiscal year ended December 31, 2023. Table of Contents FORM 20-F 26FY25 122 B. Liquidity and capital resources The following discussion of our liquidity and capital resources is based on the financial information derived from our Consolidated Financial Statements. Liquidity Our sources of liquidity have primarily been derived from our (i) sale of our receivables from Card Issuers to commercial banks, (ii) sale of receivables to structured entities such as SPVs and FIDCs, (iii) bank borrowings, (iv) capital contributions and cash flows from operations, (v) debentures and financial bills, and (vi) institutional and retail deposits through our finance company, originated from both own and third-party distribution channels. Our primary capital needs related to funding include: (a) funding our working capital and credit solutions to clients; (b) purchase of POS equipment; (c) investment in product development; and (d) selective acquisitions. We believe our current working capital is sufficient for our present requirements. The following table is a summary of the generation and use of cash in the years ended December 31, 2025, 2024 and 2023. For the Year Ended December 31, 2025 2024 2023 R$ 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. Table of Contents FORM 20-F 26FY25 123 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. Table of Contents FORM 20-F 26FY25 124 (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. Table of Contents FORM 20-F 26FY25 125 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. Table of Contents FORM 20-F 26FY25 126 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%). Table of Contents FORM 20-F 26FY25 127 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. Table of Contents FORM 20-F 26FY25 128 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. Table of Contents FORM 20-F 26FY25 129 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. Table of Contents FORM 20-F 26FY25 130