Exhibit 99.1

BRBI BR PARTNERS S.A.

CNPJ/MF nº 10.739.356/0001-03

NIRE 35.300.366.727 | CVM Code: 25860

Listed Company

ADMINISTRATION PROPOSAL

ANNUAL GENERAL MEETING

DATE: MARCH 20, 2026

TIME: 10:00 A.M.

INDEX

BRBI BR PARTNERS S.A.

CNPJ/MF nº 10.739.356/0001-03

NIRE 35.300.366.727 | Código CVM: 25860

Companhia Aberta

Notice of Meeting

ANNUAL GENERAL MEETING

TO BE HELD ON MARCH 20, 2026

The shareholders of BRBI BR Partners S.A., a publicly held corporation, with its headquarters in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 3732, 28th floor, Itaim Bibi, ZIP Code 04538-132, enrolled with the Board of Trade under NIRE 35.300.366.727 and with the National Registry of Legal Entities of the Ministry of Economy under CNPJ No. 10.739.356/0001-03, registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) as a category “A” publicly held company under code 2586-0 (the “Company”), are hereby called, pursuant to Article 124 of Law No. 6,404 of December 15, 1976, as amended (the “Brazilian Corporations Law”), and Articles 4 and 6 of CVM Resolution No. 81 of March 29, 2022, as amended (“CVM Resolution 81”), to meet, exclusively in person, in order to ensure the authenticity and integrity of the resolutions, at the Annual General Meeting (the “AGM”), to be held on March 20, 2026, at 10:00 a.m., at the Company’s headquarters, in order to discuss and resolve upon the following matters:

General Instructions and Information:

Pursuant to Article 126 of the Brazilian Corporations Law, shareholders represented by proxy are requested to deliver to the Company’s headquarters the power of attorney and the documents evidencing the powers of the respective legal representative no later than 2 (two) business days prior to the date scheduled for the AGM, i.e., by 10:00 a.m. on March 18, 2026. In order to attend the AGM, shareholders must present an identification document/corporate documents and proof of ownership of the Company’s shares issued within 5 (five) days prior to the date of the AGM by the custodian institution. Detailed guidance regarding the documentation required to attend the AGM is set forth in the Administration Proposal made available by the Company at the addresses indicated below. Lastly, shareholders are advised to arrive at the venue at least 1 (one) hour in advance for registration and access to the meeting.

In the event that, due to force majeure, the AGM cannot be held in the building where the Company’s headquarters is located, the AGM shall be held at the Company’s support facility, located in the same municipality as the headquarters, at Rua Iguatemi, No. 151, 25th floor, Itaim Bibi, São Paulo, SP, ZIP Code 01451-011, pursuant to Article 5, item II, of CVM Resolution 81.

Shareholders who choose to exercise their voting rights by remote voting may: (i) transmit their voting instructions directly through the institutions and/or brokerage firms with which their shares are held in custody; (ii) transmit their voting instructions directly to the Company’s share registrar, BTG Pactual Serviços Financeiros S.A. DTVM, in accordance with the instructions set forth in the Administration Proposal; or (iii) complete the remote voting ballot (“Remote Voting Ballot”) available at the addresses indicated below and submit it directly to the Company, in accordance with the instructions contained in the Administration Proposal for the AGM. For further information, shareholders should observe the rules set forth in CVM Resolution 81, the Administration Proposal and the Remote Voting Ballot.

The election of the members of the Board of Directors shall be carried out in compliance with Articles 141 and 147 of the Brazilian Corporations Law, CVM Resolution 81 and CVM Resolution No. 80 of March 29, 2022, and at least 5% (five percent) of the voting capital is required for shareholders to request the adoption of the cumulative voting procedure, pursuant to CVM Resolution No. 70 of March 22, 2022, subject to the legal deadline of 48 (forty-eight) hours prior to the AGM for the exercise of such right. In addition, shareholders may, pursuant to Article 141, paragraphs 4 and 5, of the Brazilian Corporations Law, request a separate vote for the election of a member of the Board of Directors.

The Company further informs that the minimum ownership percentage required to request the installation of the Fiscal Council is 2% of the shares with voting rights and 1% of the shares without voting rights, pursuant to CVM Resolution No. 70 of March 22, 2022 (“Resolution 70/22”), and such request must be made at least 48 hours prior to the Shareholders’ Meeting.

Holders of American Depositary Receipts (ADRs) representing Units issued by the Company are not entitled to vote directly at the AGM. The exercise of voting rights related to the shares underlying the ADRs must be carried out exclusively through the ADR program depositary bank, Citibank N.A., in accordance with the procedures, deadlines and conditions established by such institution. ADR holders wishing to exercise their voting rights should await instructions from their brokerage firms and submit their voting instructions within the deadlines and in the manner established thereby. The Company shall not be responsible for voting instructions submitted late or not in accordance with the procedures of the depositary bank.

The Administration Proposal and all other documents and information related to the matters included in the agenda of the AGM are available to shareholders at the Company’s headquarters and on the websites of the Company (https://ri.brpartners.com.br), the CVM (www.cvm.gov.br), B3 (www.b3.com.br) and the U.S. Securities and Exchange Commission – SEC (www.sec.gov), pursuant to Article 124, paragraph 6, and Article 135, paragraph 3, of the Brazilian Corporations Law and CVM Resolution 81.

São Paulo, February 10, 2026.

Jairo Eduardo Loureiro Filho
Chairman of the Board of Directors

ADMINISTRATION PROPOSAL

The Board of Directors of BRBI BR Partners S.A., a publicly held corporation, with its headquarters in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 3732, 28th floor, Itaim Bibi, ZIP Code 04538-132, enrolled with the Board of Trade under NIRE 35.300.366.727 and with the National Registry of Legal Entities of the Ministry of Finance under CNPJ No. 10.739.356/0001-03, registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) as a category “A” publicly held company under code 2586-0 (the “Company”), hereby submits to the consideration of its shareholders this administration proposal (the “Administration Proposal” or the “Proposal”) regarding the matters to be resolved at the Company’s Annual general Meeting (the “AGM”), to be held on March 20, 2026, at 10:00 a.m., exclusively in person, at the Company’s headquarters, pursuant to the Notice of Call published on this date, in order to resolve upon the following agenda:

At the Annual General Meeting

Management proposes the approval of the management’s accounts and of the Company’s individual and consolidated financial statements, including the management report, the Audit Committee report and the independent auditors’ opinion, all relating to the fiscal year ended December 31, 2025, which were duly approved by the Board of Directors at a meeting held on February 3, 2026. It should be noted that KPMG Auditores Independentes Ltda. (the “Independent Auditors”), the Company’s independent auditing firm, issued an unqualified opinion on the Company’s individual and consolidated financial statements for the fiscal year ended December 31, 2025.

Furthermore, management recommends the detailed review of the Company’s individual and consolidated financial statements (including the related notes), the management report, the Audit Committee report and the Independent Auditors’ opinion, all of which were duly made available for the shareholders’ consultation at the Company’s headquarters and on the Company’s website (https://ri.brpartners.com.br), the B3 website (www.b3.com.br) and the CVM website (www.cvm.gov.br).

Pursuant to Article 10, item III, of CVM Resolution No. 81, of March 29, 2022, as amended (“CVM Resolution 81”), the Company informs its shareholders that the management’s comments on the Company’s financial condition for the fiscal year ended December 31, 2025, pursuant to item 2 of the Company’s Reference Form (“Reference Form”), are set forth in ANNEX I to this Proposal.

For the fiscal year ended December 31, 2025, the Company recorded net income in the amount of R$ 175,072,568.44 (the “Net Income”).

Accordingly, pursuant to Article 195-A of Law No. 6,404, of December 15, 1976, as amended (the “Brazilian Corporations Law”), management proposes that the shareholders approve the allocation of the Net Income as follows:

(a) R$ 8,753,628.42, corresponding to 5% of the Net Income, to the legal reserve, pursuant to Article 193 of the Brazilian Corporations Law;

(b) R$ 41,579,735.01, corresponding to 25.0% of the Net Income adjusted after the allocation to the legal reserve (“Adjusted Net Income”), for the payment of mandatory minimum dividends, pursuant to Article 202 of the Brazilian Corporations Law and Article 32 of the Company’s bylaws (“Bylaws”), which have already been advanced and paid to shareholders through the declaration of interim dividends based on the interim financial statements for the quarter ended March 31, 2025, in the total amount of R$ 31,498,711.20, charged to the profit reserve constituted in a prior fiscal year, and on the interim financial statements for the quarter ended June 30, 2025, in the total amount of R$ 37,798,453.44, charged to retained earnings, as resolved by the Company’s Board of Directors at meetings held on May 8, 2025 and August 7, 2025, respectively;

(c) R$ 108,451,318.65, corresponding to 65.21% of the Adjusted Net Income, for the payment of additional dividends to shareholders, of which: (a) R$ 27,717,429.63 were previously declared and paid to shareholders through the declaration of interim dividends based on the interim financial statements for the quarter ended June 30, 2025 (excluding the amount allocated to the mandatory minimum dividend described in item (b) above), charged to retained earnings, as resolved by the Board of Directors at a meeting held on August 7, 2025; and (b) R$ 80,733,889.02 were previously declared and paid to shareholders through the declaration of interim dividends based on the interim financial statements for the quarter ended September 30, 2025, charged to the profit reserve constituted in a prior fiscal year, as resolved by the Board of Directors at a meeting held on November 3, 2025;

(d) R$ 16,287,886.36, corresponding to 9.79% of the Adjusted Net Income, to the Investment Reserve provided for in Paragraph 2 of Article 32 of the Bylaws, pursuant to Article 194 of the Brazilian Corporations Law and Paragraph 1 of Article 32 of the Bylaws.

Additionally, management proposes the ratification of additional dividends distributed and paid to shareholders pursuant to the declarations of interim dividends based on the interim financial statements for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, as resolved by the Board of Directors at meetings held on May 8, 2025, August 7, 2025 and November 3, 2025, respectively, pursuant to Article 204, paragraph 2, of the Brazilian Corporations Law and Article 21, item (viii), and Article 32, paragraph 2, of the Bylaws.

In compliance with Article 10, sole paragraph, item II, of CVM Resolution 81, the proposal for the allocation of net income for the 2025 fiscal year, in the form of Annex A to CVM Resolution 81, is set forth in ANNEX II to this Proposal.

The Company’s Board of Directors is composed of a minimum of 5 (five) and a maximum of 6 (six) sitting members, and an equal number of alternate members may be elected, whether residents in Brazil or abroad, elected and removed by the Shareholders’ Meeting for a unified term of 2 (two) years, with reelection permitted, pursuant to Article 17 of the Bylaws.

Management proposes that the Board of Directors be composed of 6 (six) sitting members, 2 (two) of whom shall be independent directors.

The current members of the Company’s Board of Directors were elected at the Ordinary and Extraordinary General Meeting held on March 19, 2024, with terms of office in effect until the Annual General Meeting to be held in 2026.

Accordingly, the election of the members of the Board of Directors hereby proposed aims at the reelection of all current members of the Company’s Board of Directors, as described below, with terms of office in effect until the Annual General Meeting that resolves on the approval of the financial statements for the fiscal year ending December 31, 2027.

If such election is approved, the Company’s Board of Directors shall be composed as follows:

The election of the members of the Board of Directors shall be carried out in compliance with Articles 141 and 147 of the Brazilian Corporations Law, CVM Resolution 81 and CVM Resolution No. 80, of March 29, 2022, and at least 5% (five percent) of the voting capital is required for shareholders to request the adoption of the cumulative voting procedure, pursuant to CVM Resolution No. 70, of March 22, 2022, subject to the legal deadline of 48 (forty-eight) hours prior to the AGM for the exercise of such right. In addition, shareholders may, pursuant to Article 141, paragraphs 4 and 5, of the Brazilian Corporations Law, request a separate vote for the election of a member of the Board of Directors.

For information regarding management’s nominees for the composition of the Board of Directors, as well as the information applicable to items 7.3 to 7.6 of the Reference Form in connection with such nominees, pursuant to Article 11, item I, of CVM Resolution 81, please refer to ANNEX III to this Administration Proposal.

Furthermore, the Company presents, in ANNEX IV to this Administration Proposal, the statements of the candidates for independent members of the Board of Directors submitted to the Company, attesting to their compliance with the independence criteria set forth in the Level 2 Regulation of B3 S.A. – Brasil, Bolsa, Balcão.

Management proposes that the overall compensation of the members of the Board of Directors and of the Executive Officers to be paid by the Company and its subsidiaries for the 2026 fiscal year be set at up to R$ 30,000,000.00 (thirty million reais).

For clarification purposes, the total overall compensation of the Company’s management paid by the Company and its subsidiaries in 2025 amounted to R$ 21,487,196.99, of which (i) R$ 4,476,246.77 were paid directly by the Company, and (ii) R$ 17,010,950.22 were paid by the Company’s subsidiaries, in accordance with the applicable corporate authorizations of each subsidiary.

The Company further clarifies that the period covered by this compensation proposal is from January 1, 2026 to December 31, 2026.

Pursuant to Article 13 of CVM Resolution 81, the information regarding management compensation set forth in item 8 of the Reference Form is included in ANNEX V to this Proposal.

CONCLUSIONS

For the reasons set forth above and in accordance with the applicable corporate legislation, the Company’s bylaws and the provisions of this Administration Proposal, the Company’s management recommends that shareholders approve the matters listed above at the Annual General Meeting to be held on March 20, 2026, as well as any other matters related thereto.

Lastly, management clarifies that this Administration Proposal is available at the Company’s headquarters and on the Company’s website (https://ri.brpartners.com.br), the B3 website (www.b3.com.br) and the CVM website (www.gov.br/cvm).

São Paulo, February 10, 2026.

Jairo Eduardo Loureiro Filho
Chairman of the Board of Directors

GENERAL INFORMATION

The Annual General Meeting (“AGM”) shall, on first call, be installed with the presence of shareholders representing at least one quarter (1/4) of the Company’s total voting capital and, on second call, following the publication of a new notice, shall be installed with any number of shareholders present.

Shareholders may participate in the AGM either in person or through a duly appointed proxy, in compliance with Article 126 of Law No. 6,404 of December 15, 1976, as amended (the “Brazilian Corporations Law”) — in both cases, in person, pursuant to Brazilian Securities and Exchange Commission (“CVM”) Resolution No. 81 of March 29, 2022, as amended (“CVM Resolution 81”) — or by means of the remote voting mechanisms.

Any person attending the AGM must prove their status as a shareholder, pursuant to Article 126 of the Brazilian Corporations Law. If represented by proxy, the shareholder must comply with the requirements of Article 126, paragraph 1, of the Brazilian Corporations Law, by presenting the documents listed below. A shareholder who has submitted a Remote Voting Ballot may also, if so desired, attend the AGM in person, provided that such request is made in compliance with the procedures and deadlines set forth in this Administration Proposal for the AGM (the “Administration Proposal”). In this case, if the shareholder wishes to vote on the matters at the AGM during such in-person participation, the Company clarifies that all voting instructions received through a Remote Voting Ballot identified by the shareholder’s registration number with the Ministry of Finance, whether a legal entity (CNPJ/MF) or an individual (CPF/MF), as applicable, shall be disregarded, pursuant to Article 28, paragraph 2, item II, and Article 48, paragraph 5, item II, both of CVM Resolution 81.

Subject to the procedures set forth in the notice of call for the AGM (the “Notice of Call”) and in this Administration Proposal, in order to attend and vote in person, shareholders must submit to the Company the documents indicated in the Notice of Call and in this Administration Proposal.

In order to attend and vote, shareholders must evidence their status as holders of shares issued by the Company by presenting the following documents:

The Company waives the requirement to submit physical originals of the shareholders’ representation documents to its headquarters, as well as the notarization of signatures on powers of attorney, notarization, consularization, apostille and sworn translation of the shareholders’ representation documents; however, a simple translation must be provided for documents that were not originally executed in Portuguese.

The Company requests that shareholders represented by proxy send, by mail to the Company’s headquarters or by e-mail, at least two (2) business days in advance, the documents listed above to ri@brpartners.com.br, to the attention of the Investor Relations Department, with the subject line “BRBI – AGM 2026”.

The Company recommends that shareholders arrive at the venue at least one (1) hour in advance for registration and access to the AGM.

The remote voting ballot must be completed if the shareholder chooses to exercise its voting rights remotely, pursuant to CVM Resolution 81 (the “Remote Voting Ballot”). In such case, it is essential that the ballot be completed with the shareholder’s full name (or corporate name) and registration number with the Ministry of Finance, whether a legal entity (CNPJ) or an individual (CPF), as well as an e-mail address for possible contact. In addition, for the Remote Voting Ballot to be deemed valid and for the votes cast therein to be counted toward the quorum of the AGM, the following instructions must be observed: (i) all fields of the ballot must be duly completed; and (ii) the shareholder or its legal representative(s), as applicable and pursuant to applicable law, must sign the Remote Voting Ballot.

Submission of the Remote Voting Ballot Directly to the Company:

In this case, the shareholder who chooses to exercise its voting rights remotely by submitting the Remote Voting Ballot directly to the Company must send the following documents by e-mail to ri@brpartners.com.brto the attention of the Investor Relations Department, with the subject line “BRBI – AGM 2026”, and ensure that the Company receives them no later than four (4) days prior to the date of the AGM, i.e., by March 16, 2026 (inclusive):

The Company waives the presentation of originals, as well as the notarization of signatures on Remote Voting Ballots signed in Brazil and the notarization and apostille of those signed abroad; however, a simple translation must be provided for documents that were not originally executed in Portuguese.

Any Remote Voting Ballot not accompanied by the documentation required to evidence shareholder status or representation shall be deemed invalid and, consequently, shall not be processed by the Company; however, it may be corrected and resubmitted by the shareholder to the Company, subject to the deadlines and procedures set forth in CVM Resolution 81.

The Company shall inform the shareholder, within three (3) business days from receipt of the documents, whether the documents received are sufficient for the vote to be considered valid.

Submission of the Remote Voting Ballot through Custody Agents:

Shareholders holding Company shares deposited with institutions and/or brokerage firms (“Custody Agents”) at B3 S.A. – Brasil, Bolsa, Balcão (“B3”), if such institutions provide this service, shall exercise their remote voting rights in accordance with the procedures adopted by the Custody Agents with which their shares are held in custody. Shareholders whose shares are deposited with B3 and who choose to exercise their voting rights remotely must do so by transmitting their voting instructions to the Custody Agent with which their shares are held in custody, in accordance with the rules established by such Custody Agents, which will then forward such voting instructions to B3’s Central Depository. As the service of collecting and transmitting voting instructions related to the Remote Voting Ballot is optional for Custody Agents, shareholders are advised to verify whether their custodian is authorized to provide such service and the procedures, documents and information required by such custodian for the submission of voting instructions.

Submission of the Remote Voting Ballot through the Share Registrar:

Shareholders whose positions are recorded in the share registration system and whose registration details are duly updated will receive, from the Company’s share registrar, BTG Pactual Serviços Financeiros S.A. DTVM, by e-mail, the instructions for exercising their voting rights through the platform made available by the registrar. If the shareholder does not receive such information, it must contact the share registrar at escrituracao.acao@btgpactual.com to request the necessary guidance for participation and voting at the AGM.

The Remote Voting Ballot is available on the Company’s website (https://ri.brpartners.com.br), the CVM website (www.cvm.gov.br) and the B3 website (www.b3.com.br)

Additionally, the Company highlights that:

ANNEX I – MANAGEMENT’S COMMENTS ON THE COMPANY’S FINANCIAL CONDITION

(pursuant to Section 2 of the Reference Form, in accordance with CVM Resolution No. 80/21 and CVM Resolution No. 81/22)

2.1 - General Financial and Equity Conditions

The amounts set forth in this item 2.1 were extracted from the Company’s consolidated financial statements for the fiscal years ended December 31, 2025, 2024 and 2023.

Fiscal years ended December 31, 2025 and 2024

2025

Gross revenue from services rendered totaled R$ 319,804 thousand in the fiscal year ended December 31, 2025, representing a 12.3% decrease compared to the fiscal year ended December 31, 2024 (R$ 364,822 thousand).

Net interest income and gains/(losses) on financial instruments totaled R$ 211,576 thousand in the fiscal year ended December 31, 2025, representing a 2.2% decrease compared to the fiscal year ended December 31, 2024 (R$ 216,397 thousand).

Net income for the fiscal year ended December 31, 2025 amounted to R$ 175,073 thousand, representing a 9.6% decrease compared to the fiscal year ended December 31, 2024 (R$ 193,670 thousand).

The Company’s shareholders’ equity totaled R$ 783,298 thousand as of December 31, 2025, representing a 2.6% decrease compared to December 31, 2024 (R$ 804,590 thousand).

The Company’s total assets as of December 31, 2025 amounted to R$ 17,482,583 thousand, representing a 16.1% increase compared to December 31, 2024 (R$ 15,056,487 thousand).

With respect to the Company’s ability to meet its financial obligations, it should be noted that the Company held the following highly liquid assets:

(i) Cash and Cash Equivalents, totaling R$ 137,792 thousand as of December 31, 2025; and

(ii) Government Securities, totaling R$ 11,369,995 thousand as of the same date.

In addition, with respect to the Company’s leverage during the fiscal year, the indicators below illustrate its indebtedness levels. The Indebtedness Ratio, which considers the Company’s Total Liabilities in relation to Shareholders’ Equity, amounted to 21.32x. As for liquidity, the General Liquidity Ratio, calculated as Total Assets divided by Total Liabilities, was 1.05x. Management believes that the results reflected by the indicators below demonstrate that the Company continued to adopt a conservative financial stance, maintaining low leverage and healthy liquidity ratios.

Fiscal years ended December 31, 2024 and 2023

2024

Gross revenue from services rendered totaled R$ 364,822 thousand in the fiscal year ended December 31, 2024, representing an increase of 47.9% compared to the fiscal year ended December 31, 2023 (R$ 246,665 thousand).

Net interest income and gains/losses on financial instruments totaled R$ 216,397 thousand in the fiscal year ended December 31, 2024, representing an increase of 14.41% compared to the fiscal year ended December 31, 2023 (R$ 189,148 thousand).

Net income for the fiscal year ended December 31, 2024 amounted to R$ 193,670 thousand, representing an increase of 24.9% compared to the fiscal year ended December 31, 2023 (R$ 155,084 thousand).

The Company’s shareholders’ equity totaled R$ 804,590 thousand as of December 31, 2024, representing a 2.0% decrease compared to December 31, 2023 (R$ 820,817 thousand).

The Company’s total assets as of December 31, 2024 amounted to R$ 15,056,487 thousand, representing a 40.1% increase compared to December 31, 2023 (R$ 10,745,707 thousand).

With respect to the Company’s ability to meet its financial obligations, it should be noted that the Company held the following highly liquid assets:

(i) Cash and Cash Equivalents, totaling R$ 575,235 thousand as of December 31, 2024; and

(ii) Government Securities, totaling R$ 8,684,734 thousand as of the same date.

In addition, with respect to the Company’s leverage during the fiscal year, the indicators below illustrate its indebtedness levels. The Indebtedness Ratio, which considers the Company’s Total Liabilities in relation to Shareholders’ Equity, amounted to 17.71x. As for liquidity, the General Liquidity Ratio, calculated as Total Assets divided by Total Liabilities, was 1.06x. Management believes that the results reflected by the indicators below demonstrate that the Company continued to adopt a conservative financial stance, maintaining low leverage and healthy liquidity ratios.

Fiscal years ended December 31, 2023 and 2022

2023

Gross revenue from services rendered totaled R$ 246,665 thousand in the fiscal year ended December 31, 2023, representing a 1.8% decrease compared to the fiscal year ended December 31, 2022 (R$ 251,046 thousand).

Net interest income and gains/losses on financial instruments totaled R$ 189,148 thousand in the fiscal year ended December 31, 2023, representing an increase of 16.4% compared to the fiscal year ended December 31, 2022.

Net income for the fiscal year ended December 31, 2023 amounted to R$ 155,084 thousand, representing an increase of 5.4% compared to the fiscal year ended December 31, 2022.

The Company’s shareholders’ equity totaled R$ 820,817 thousand as of December 31, 2023, representing an increase of 2.1% compared to December 31, 2022.

The Company’s total assets as of December 31, 2023 amounted to R$ 10,745,707 thousand, representing a 36.5% increase compared to December 31, 2022.

With respect to the Company’s ability to meet its financial obligations, it should be noted that the Company held the following highly liquid assets:

(i) Cash and Cash Equivalents, totaling R$ 287,188 thousand as of December 31, 2023; and

(ii) Government Securities, totaling R$ 6,811,820 thousand as of the same date.

In addition, with respect to the Company’s leverage during the fiscal year, the indicators below illustrate its indebtedness levels. The Indebtedness Ratio, which considers the Company’s Total Liabilities in relation to Shareholders’ Equity, amounted to 12.09x. As for liquidity, the General Liquidity Ratio, calculated as Total Assets divided by Total Liabilities, was 1.08x. Management believes that the results reflected by the indicators below demonstrate that the Company continued to adopt a conservative financial stance, maintaining low leverage and healthy liquidity ratios.

(b) Directors’ comments on the capital structure

The Company’s Directors present below the composition of the Company’s capital structure for the last three fiscal years:

The Directors further note that the Company has no redeemable shares outstanding.

The Company manages its capital based on capital structure optimization parameters, focusing on liquidity and leverage metrics that enable a medium-term return to shareholders consistent with the risks assumed in its operations.

(c) Directors’ comments on the Company’s ability to meet its financial obligations

The Directors believe that the Company is fully able to meet its financial obligations. The table below shows the Net Income reported by the Company for the fiscal years ended 2025, 2024 and 2023.

(d) Sources of funding for working capital and investments in non-current assets used

For the fiscal years ended December 31, 2025, 2024 and 2023, the Company’s main sources of funding for working capital and investments in non-current assets were cash generated from its operating activities, the issuance of Bank Deposit Certificates (CDBs), Interbank Deposit Certificates (CDIs), Real Estate Credit Bills (LCIs), Agribusiness Credit Bills (LCAs), Financial Bills (LFs), and repurchase agreement transactions, as shown below:

(e) Sources of funding for working capital and investments in non-current assets intended to cover liquidity shortfalls

As of the date of this Reference Form, Management does not foresee any funding needs that cannot be supported by the current or future resources available to the Company. Should additional resources be required to cover short-term liquidity shortfalls, the Company intends to continue using financing arrangements, raising funds from financial institutions, together with the generation of operating cash flow.

(f) Indebtedness levels and characteristics of such debt

(i) Relevant loan and financing agreements

Not applicable, as the Company did not have any loan or financing agreements in place during the last three fiscal years.

(ii) Other long-term relationships maintained with financial institutions

Not applicable, as the Company did not maintain any other long-term relationships with financial institutions during the last three fiscal years.

(iii) Degree of subordination among the Company’s debts

Not applicable, as the Company did not have any loan or financing agreements during the last three fiscal years.

(iv) Restrictions imposed on the Company

Including, in particular, restrictions related to indebtedness limits, incurrence of new debt, dividend distributions, asset disposals, issuance of new securities, and transfer of corporate control, and whether the issuer has complied with such restrictions.

Not applicable, as the Company did not have any loan or financing agreements during the last three fiscal years.

(g) Utilization limits of contracted financings and percentages already used

Not applicable, as the Company did not have any financing or loan agreements in place during the last three fiscal years.

(h) Significant changes in each line item of the financial statements

INCOME STATEMENTS

Below are the amounts related to the consolidated income statements for the fiscal years ended December 31, 2025, 2024 and 2023.

COMPARATIVE ANALYSIS OF CONSOLIDATED INCOME STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

Interest income and gains on financial instruments

Interest income and gains on financial instruments for the fiscal year ended December 31, 2025 amounted to R$ 12,107,943 thousand, representing an increase of R$ 5,058,332 thousand compared to the fiscal year ended December 31, 2024, when such income totaled R$ 7,049,611 thousand. This increase was mainly explained by higher revenues from derivatives, totaling R$ 4,551,599 thousand, and R$ 528,949 thousand from securities and marketable instruments.

Interest expenses and losses on financial instruments

Interest expenses and losses on financial instruments increased by R$ 5,063,153 thousand, reaching R$ 11,896,367 thousand in the fiscal year ended December 31, 2025, compared to R$ 6,833,214 thousand in the fiscal year ended December 31, 2024. This increase was mainly explained by higher expenses related to derivatives, amounting to R$ 5,202,982 thousand, and R$ 709,808 thousand related to securities and marketable instruments.

Net interest income and gains/losses on financial instruments

Net interest income and gains/losses on financial instruments decreased by R$ 4,821 thousand, totaling R$ 211,576 thousand in the fiscal year ended December 31, 2025, compared to R$ 216,397 thousand in the fiscal year ended December 31, 2024. This result was negatively impacted by derivative financial instruments and funding expenses.

Service revenue

Service revenue decreased by R$ 45,018 thousand, totaling R$ 319,804 thousand in the fiscal year ended December 31, 2025, compared to R$ 364,822 thousand in the fiscal year ended December 31, 2024. This decrease was mainly due to macroeconomic market factors during the period.

Other Revenues

Other revenues increased by R$ 882 thousand, totaling R$ 2,135 thousand in the fiscal year ended December 31, 2025, compared to R$ 1,253 thousand in the fiscal year ended December 31, 2024.

Total Revenues

Total revenues decreased by R$ 49,839 thousand, totaling R$ 531,380 thousand in the fiscal year ended December 31, 2025, compared to R$ 581,219 thousand in the fiscal year ended December 31, 2024.

Personnel expenses

Personnel expenses decreased by R$ 17,374 thousand, totaling R$ 126,527 thousand in the fiscal year ended December 31, 2025, compared to R$ 143,901 thousand in the fiscal year ended December 31, 2024, mainly due to a reduction in bonus provisions.

Administrative expenses

Administrative expenses decreased by R$ 17,684 thousand, totaling R$ 118,974 thousand in the fiscal year ended December 31, 2025, compared to R$ 136,658 thousand in the fiscal year ended December 31, 2024, mainly related to lower third-party service expenses.

Impairment losses

Impairment losses decreased by R$ 1,231 thousand, totaling R$ 13,124 thousand in the fiscal year ended December 31, 2025, compared to R$ 14,355 thousand in the fiscal year ended December 31, 2024, mainly related to lower provisions for credit losses.

Tax expenses

Tax expenses decreased by R$ 3,642 thousand, totaling R$ 41,410 thousand in the fiscal year ended December 31, 2025, compared to R$ 45,052 thousand in the fiscal year ended December 31, 2024, mainly due to lower PIS, COFINS and ISS taxes.

Other expenses

Other expenses decreased by R$ 2,247 thousand, totaling R$ 829 thousand in the fiscal year ended December 31, 2025, compared to R$ 3,076 thousand in the fiscal year ended December 31, 2024.

Operating expenses

Operating expenses decreased by R$ 43,060 thousand, totaling R$ 298,729 thousand in the fiscal year ended December 31, 2025, compared to R$ 340,891 thousand in the fiscal year ended December 31, 2024, due to the factors described above.

Income before income taxes and equity method results

Income before income taxes and equity method results decreased by R$ 6,779 thousand, totaling R$ 232,651 thousand in the fiscal year ended December 31, 2025, compared to R$ 239,430 thousand in the fiscal year ended December 31, 2024.

Income taxes

Income taxes increased by R$ 11,818 thousand, totaling R$ 57,578 thousand in the fiscal year ended December 31, 2025, compared to R$ 45,760 thousand in the fiscal year ended December 31, 2024, mainly due to financial realization of financial assets measured at fair value through profit or loss.

Net income

Net income for the fiscal year ended December 31, 2025 amounted to R$ 175,073 thousand, representing a 9.6% decrease compared to the fiscal year ended December 31, 2024, due to the factors described above.

COMPARATIVE ANALYSIS OF CONSOLIDATED INCOME STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023

Interest income and gains on financial instruments

Interest income and gains on financial instruments for the fiscal year ended December 31, 2024 amounted to R$ 7,049,611 thousand, representing an increase of R$ 739,573 thousand compared to the fiscal year ended December 31, 2023, in which interest income and gains on financial instruments totaled R$ 6,310,038 thousand. This increase was mainly explained by higher revenues from derivatives, amounting to R$ 667,859 thousand, and R$ 82,013 thousand from securities and marketable instruments.

Interest expenses and losses on financial instruments

Interest expenses and losses on financial instruments increased by R$ 712,324 thousand, reaching R$ 6,833,214 thousand in the fiscal year ended December 31, 2024, compared to R$ 6,120,890 thousand in the fiscal year ended December 31, 2023. This increase is mainly attributable to higher expenses related to transactions in securities and marketable instruments totaling R$ 879,599 thousand, resulting from market fluctuations affecting the portfolio during the period, as well as a reduction of R$ 236,843 thousand in derivative expenses in the year-over-year comparison.

Net interest income and gains / losses on financial instruments

Net interest income and gains on financial instruments increased by R$ 27,249 thousand, totaling R$ 216,397 thousand in the fiscal year ended December 31, 2024, compared to R$ 189,148 thousand in the fiscal year ended December 31, 2023. This result was positively impacted by derivative financial instruments and by the portfolio of private and government securities.

Service Revenue

Service revenue increased by R$ 118,157 thousand, reaching R$ 364,822 thousand in the fiscal year ended December 31, 2024, compared to R$ 246,665 thousand in the fiscal year ended December 31, 2023. This increase was mainly driven by macroeconomic market factors during the period under review.

Other Revenues

Other revenues decreased by R$ 28 thousand, totaling R$ 1,253 thousand in the fiscal year ended December 31, 2024, compared to R$ 1,281 thousand in the fiscal year ended December 31, 2023.

Total Revenues

Total Revenues increased by R$ 145,406 thousand, reaching R$ 581,219 thousand in the fiscal year ended December 31, 2024, compared to R$ 435,813 thousand in the fiscal year ended December 31, 2023.

Personnel expenses

Personnel expenses increased by R$ 21,401 thousand, reaching R$ 143,901 thousand in the fiscal year ended December 31, 2024, compared to R$ 122,500 thousand in the fiscal year ended December 31, 2023. This variation was mainly due to an increase in headcount and salary adjustments.

Administrative expenses

Administrative expenses increased by R$ 64,613 thousand, reaching R$ 136,658 thousand in the fiscal year ended December 31, 2024, compared to R$ 72,045 thousand in the fiscal year ended December 31, 2023. This increase is mainly related to third-party service expenses and financial system services.

Impairment losses

Impairment losses increased by R$ 12,865 thousand, reaching R$ 14,355 thousand in the fiscal year ended December 31, 2024, compared to R$ 1,490 thousand in the fiscal year ended December 31, 2023. This increase mainly relates to provisions for losses on other receivables.

Tax expenses

Tax expenses increased by R$ 8,347 thousand, reaching R$ 45,052 thousand in the fiscal year ended December 31, 2024, compared to R$ 36,705 thousand in the fiscal year ended December 31, 2023. This increase is related to PIS, COFINS and ISS taxes on service revenues and financial results for the fiscal year ended December 31, 2024, which were higher than those recorded in 2023.

Other expenses

Other expenses decreased by R$ 2,410 thousand, totaling R$ 2,178 thousand in the fiscal year ended December 31, 2024, compared to R$ 4,588 thousand in the fiscal year ended December 31, 2023. This decrease relates to other operating expenses incurred during the fiscal year ended December 31, 2024.

Operating expenses

Operating expenses increased by R$ 104,844 thousand, reaching R$ 340,891 thousand in the fiscal year ended December 31, 2024, compared to R$ 236,047 thousand in the fiscal year ended December 31, 2023, due to the factors described above.

Income before income taxes and equity method results

Income before income taxes and equity method results increased by R$ 39,201 thousand, reaching R$ 239,430 thousand in the fiscal year ended December 31, 2024, compared to R$ 200,229 thousand in the fiscal year ended December 31, 2023. This increase was driven by the strong operating performance resulting from the factors described above.

Income taxes

Income taxes increased by R$ 615 thousand, reaching R$ 45,760 thousand in the fiscal year ended December 31, 2024, compared to R$ 45,145 thousand in the fiscal year ended December 31, 2023. This increase is mainly due to the increase in operating income and taxable profit.

Net income

Net income for the fiscal year ended December 31, 2024 amounted to R$ 193,670 thousand, representing an increase of 24.9% compared to the fiscal year ended December 31, 2023, when net income totaled R$ 155,084 thousand. This variation occurred due to the factors described above.

COMPARATIVE ANALYSIS OF CONSOLIDATED INCOME STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

Interest income and gains on financial instruments

Interest income and gains on financial instruments for the fiscal year ended December 31, 2023 amounted to R$ 6,310,038 thousand, representing an increase of R$ 2,882,869 thousand compared to the fiscal year ended December 31, 2022, when such income totaled R$ 3,427,169 thousand. This increase was mainly explained by higher revenues from derivatives, totaling R$ 2,551,076 thousand, and R$ 772,236 thousand from securities and marketable instruments.

Interest expenses and losses on financial instruments

Interest expenses and losses on financial instruments increased by R$ 2,856,178 thousand, reaching R$ 6,120,890 thousand in the fiscal year ended December 31, 2023, compared to R$ 3,264,712 thousand in the fiscal year ended December 31, 2022. This increase is mainly attributable to higher expenses related to derivative transactions, amounting to R$ 2,217,216 thousand, resulting from market fluctuations affecting the derivatives portfolio during the period.

Net interest income and gains / losses on financial instruments

Net interest income and gains on financial instruments increased by R$ 26,691 thousand, totaling R$ 189,148 thousand in the fiscal year ended December 31, 2023, compared to R$ 162,457 thousand in the fiscal year ended December 31, 2022. This result was positively impacted by derivative financial instruments and the portfolio of private and government securities.

Service Revenue

Service revenue decreased by R$ 4,381 thousand, reaching R$ 246,665 thousand in the fiscal year ended December 31, 2023, compared to R$ 251,046 thousand in the fiscal year ended December 31, 2022. This slight reduction was due to macroeconomic market factors during the period under review.

Other Revenues

Other revenues increased by R$ 448 thousand, totaling R$ 1,281 thousand in the fiscal year ended December 31, 2023, compared to R$ 833 thousand in the fiscal year ended December 31, 2022. This increase was mainly due to the recovery and reimbursement of expenses recognized during the period.

Total Revenues

Total revenues increased by R$ 22,310 thousand, reaching R$ 435,813 thousand in the fiscal year ended December 31, 2023, compared to R$ 413,503 thousand in the fiscal year ended December 31, 2022.

Personnel expenses

Personnel expenses increased by R$ 37,222 thousand, totaling R$ 122,500 thousand in the fiscal year ended December 31, 2023, compared to R$ 85,278 thousand in the fiscal year ended December 31, 2022. This increase was mainly due to a higher extraordinary bonus provision.

Administrative expenses

Administrative expenses increased by R$ 18,317 thousand, reaching R$ 72,045 thousand in the fiscal year ended December 31, 2023, compared to R$ 53,728 thousand in the fiscal year ended December 31, 2022. This increase mainly relates to third-party services, data processing and financial system services.

Tax expenses

Tax expenses decreased by R$ 2,344 thousand, totaling R$ 36,705 thousand in the fiscal year ended December 31, 2023, compared to R$ 39,049 thousand in the fiscal year ended December 31, 2022. This decrease relates to PIS and COFINS taxes on financial results.

Other expenses

Other expenses increased by R$ 1,430 thousand, totaling R$ 4,588 thousand in the fiscal year ended December 31, 2023, compared to R$ 3,158 thousand in the fiscal year ended December 31, 2022, mainly due to other operating expenses incurred during the period.

Operating expenses

Operating expenses increased by R$ 55,916 thousand, reaching R$ 236,047 thousand in the fiscal year ended December 31, 2023, compared to R$ 180,131 thousand in the fiscal year ended December 31, 2022, due to the factors described above.

Income before income taxes and equity method results

Income before income taxes and equity method results decreased by R$ 31,991 thousand, totaling R$ 200,229 thousand in the fiscal year ended December 31, 2023, compared to R$ 232,220 thousand in the fiscal year ended December 31, 2022.

Income taxes

Income taxes decreased by R$ 39,974 thousand, totaling R$ 45,145 thousand in the fiscal year ended December 31, 2023, compared to R$ 85,119 thousand in the fiscal year ended December 31, 2022, mainly due to changes in operating income and taxable profit.

Net income

Net income for the fiscal year ended December 31, 2023 amounted to R$ 155,084 thousand, representing an increase of 5% compared to the fiscal year ended December 31, 2022, when net income totaled R$ 147,101 thousand.

CONSOLIDATED BALANCE SHEETS

Below are the consolidated balance sheets as of December 31, 2025, 2024 and 2023.

COMPARATIVE ANALYSIS OF CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND DECEMBER 31, 2024

The table below presents the main changes in the balance sheet accounts as of December 31, 2025 compared to December 31, 2024.

*%AV = % of Total Assets”.

Assets

Total assets amounted to R$ 15,056,487 thousand as of December 31, 2024, compared to R$ 17,482,583 thousand as of December 31, 2025, representing an increase of 16.1%. This increase was mainly due to the following events: (i) an increase in investments in government securities, represented by Treasury Financial Bills (Letras Financeiras do Tesouro), Treasury Notes (Notas Financeiras do Tesouro) and National Treasury Bills (Letras do Tesouro Nacional), from R$ 8,684,734 thousand as of December 31, 2024 to R$ 11,369,995 thousand as of December 31, 2025; and (ii) an increase in financial assets at fair value through other comprehensive income, from R$ 2,379,657 thousand as of December 31, 2024 to R$ 3,308,755 thousand as of December 31, 2025.

Liabilities

Total liabilities amounted to R$ 14,251,897 thousand as of December 31, 2024, compared to R$ 16,699,285 thousand as of December 31, 2025, representing an increase of 17.2%. This increase was mainly driven by the following movements: (i) an increase in the balance of repurchase agreement transactions, from R$ 8,056,208 thousand as of December 31, 2024 to R$ 9,938,917 thousand as of December 31, 2025; and (ii) an increase in resources from the issuance of securities, from R$ 1,841,558 thousand as of December 31, 2024 to R$ 3,703,658 thousand as of December 31, 2025, considering the issuance of Financial Bills eligible as supplementary capital and Basel II capital instruments.

Shareholders’ Equity

The Company’s shareholders’ equity decreased by 2.6%, from R$ 804,590 thousand as of December 31, 2024 to R$ 783,298 thousand as of December 31, 2025. This reduction is related to the effects of equity changes recognized during the fiscal year

COMPARATIVE ANALYSIS OF THE BALANCE SHEETS AS OF DECEMBER 31, 2024 AND DECEMBER 31, 2023

The table below presents the main changes in the balance sheet accounts as of December 31, 2024 compared to December 31, 2023.

*%AV = % of Total Assets”.

Assets

Total assets amounted to R$ 10,745,707 thousand as of December 31, 2023, compared to R$ 15,056,487 thousand as of December 31, 2024, representing an increase of 40.1%. This increase was mainly due to the following events: (i) an increase in investments in government securities, represented by Treasury Financial Bills (Letras Financeiras do Tesouro), Treasury Notes (Notas Financeiras do Tesouro) and National Treasury Bills (Letras do Tesouro Nacional), from R$ 6,811,802 thousand as of December 31, 2023 to R$ 8,684,734 thousand as of December 31, 2024; (ii) an increase in investments in private securities, represented by Real Estate Receivables Certificates (CRIs), Agribusiness Receivables Certificates (CRAs), debentures, Rural Product Notes (CPRs) and commercial notes, from R$ 1,449,040 thousand as of December 31, 2023 to R$ 1,469,180 thousand as of December 31, 2024; and (iii) an increase in financial assets at amortized cost, from R$ 1,198,556 thousand as of December 31, 2023 to R$ 1,576,438 thousand as of December 31, 2024..

Liabilities

Total liabilities amounted to R$ 9,924,890 thousand as of December 31, 2023, compared to R$ 14,251,897 thousand as of December 31, 2024, representing an increase of 43.6%. This increase was mainly driven by the following movements: (i) an increase in the balance of repurchase agreement transactions, from R$ 5,680,720 thousand as of December 31, 2023 to R$ 8,056,208 thousand as of December 31, 2024; (ii) an increase in client resources, from R$ 2,057,405 thousand as of December 31, 2023 to R$ 2,627,471 thousand as of December 31, 2024; (iii) an increase in resources from the issuance of securities, from R$ 607,683 thousand as of December 31, 2023 to R$ 1,841,558 thousand as of December 31, 2024, considering the issuance of Financial Bills eligible as supplementary capital and Basel II capital instruments; (iv) an increase in accounts payable to suppliers, from R$ 4,727 thousand as of December 31, 2023 to R$ 16,022 thousand as of December 31, 2024; (v) an increase in deferred tax liabilities, from R$ 70,228 thousand as of December 31, 2023 to R$ 148,099 thousand as of December 31, 2024; and (vi) an increase in other financial liabilities, from R$ 943,937 thousand as of December 31, 2023 to R$ 1,139,273 thousand as of December 31, 2024.

Shareholders’ Equity

The Company’s shareholders’ equity decreased by 2.0%, from R$ 820,817 thousand as of December 31, 2023 to R$ 804,590 thousand as of December 31, 2024. This reduction is related to the effects of equity changes recognized during the fiscal year.

COMPARATIVE ANALYSIS OF THE BALANCE SHEETS AS OF DECEMBER 31, 2023 AND DECEMBER 31, 2022

The table below presents the main changes in the balance sheet accounts as of December 31, 2023 compared to December 31, 2022.

Assets

Total assets amounted to R$ 7,871,055 thousand as of December 31, 2022, compared to R$ 10,745,707 thousand as of December 31, 2023, representing an increase of 36.5%. This increase was mainly due to the following events: (i) an increase in investments in government securities, represented by Treasury Financial Bills (Letras Financeiras do Tesouro), Treasury Notes (Notas Financeiras do Tesouro) and National Treasury Bills (Letras do Tesouro Nacional), from R$ 5,727,370 thousand as of December 31, 2022 to R$ 6,811,802 thousand as of December 31, 2023; (ii) an increase in investments in private securities, represented by Real Estate Receivables Certificates (CRIs), Agribusiness Receivables Certificates (CRAs), debentures, Rural Product Notes (CPRs) and commercial notes, from R$ 1,191,949 thousand as of December 31, 2022 to R$ 1,449,040 thousand as of December 31, 2023; and (iii) an increase in financial assets at amortized cost, from R$ 274,999 thousand as of December 31, 2022 to R$ 1,198,556 thousand as of December 31, 2023.

Liabilities

Total liabilities amounted to R$ 7,066,838 thousand as of December 31, 2022, compared to R$ 9,924,890 thousand as of December 31, 2023, representing an increase of 40.4%. This increase was mainly driven by the following movements: (i) an increase in the balance of repurchase agreement transactions, from R$ 4,983,415 thousand as of December 31, 2022 to R$ 5,680,720 thousand as of December 31, 2023; (ii) an increase in client resources, from R$ 1,297,012 thousand as of December 31, 2022 to R$ 2,057,405 thousand as of December 31, 2023; (iii) an increase in resources from the issuance of securities, from R$ 459,930 thousand as of December 31, 2022 to R$ 607,683 thousand as of December 31, 2023; (iv) an increase in contracted derivative financial instruments, from R$ 113,837 thousand as of December 31, 2022 to R$ 425,537 thousand as of December 31, 2023; (v) an increase in other accounts payable, mainly represented by dividend provisions, personnel expenses and lease liabilities, from R$ 79,201 thousand as of December 31, 2022 to R$ 84,056 thousand as of December 31, 2023; and (vi) an increase in deferred tax liabilities, from R$ 76,016 thousand as of December 31, 2022 to R$ 70,228 thousand as of December 31, 2023.

Shareholders’ Equity

The Company’s shareholders’ equity increased by 2.1%, from R$ 804,217 thousand as of December 31, 2022 to R$ 820,817 thousand as of December 31, 2023. This increase was due to the increase in the Company’s share capital through a follow-on offering, as well as the accumulated net income for the 2022 fiscal year.

STATEMENTS OF CASH FLOWS

Below are the Company’s cash flows for the fiscal years ended December 31, 2025, 2024 and 2023.

COMPARISON OF CASH FLOWS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024.

Operating activities

Net cash generated (used) in operating activities showed a negative variation compared to the fiscal year ended December 31, 2024, decreasing from R$ 90,174 thousand generated in the fiscal year ended December 31, 2024 to R$ 424,667 thousand used in the fiscal year ended December 31, 2025.

This variation occurred mainly due to: (i) cash outflows related to financial assets at fair value through profit or loss, which increased to R$ 2,439,433 thousand in the fiscal year ended December 31, 2025, compared to R$ 1,554,971 thousand used in the fiscal year ended December 31, 2024, as a result of increased purchases of government securities; and (ii) cash outflows related to client resources, which amounted to R$ 989,507 thousand used in the fiscal year ended December 31, 2025, compared to R$ 570,066 thousand generated in the fiscal year ended December 31, 2024, as a result of payments to clients.

Investing activities

Net cash used in investing activities showed a negative variation of 79.6% in the fiscal year ended December 31, 2025, compared to the fiscal year ended December 31, 2024, decreasing from R$ 2,810 thousand used in the fiscal year ended December 31, 2024 to R$ 572 thousand used in the fiscal year ended December 31, 2025.

The reduction in cash used in investing activities is related to lower acquisitions of property and equipment for own use carried out during the fiscal year ended December 31, 2025.

Financing activities

Net cash generated (used) in financing activities showed a negative variation in the fiscal year ended December 31, 2025, compared to the fiscal year ended December 31, 2024, decreasing from R$ 154,552 thousand generated in the fiscal year ended December 31, 2024 to R$ 51,620 thousand used in the fiscal year ended December 31, 2025.

This variation occurred mainly due to: (i) an increase in interest payments on subordinated financial bills, which rose to R$ 42,568 thousand in the fiscal year ended December 31, 2025, compared to R$ 7,186 thousand in the fiscal year ended December 31, 2024; and (ii) a reduction in cash generated from the issuance of subordinated financial bills, which decreased to R$ 194,400 thousand in the fiscal year ended December 31, 2025, compared to R$ 372,900 thousand in the fiscal year ended December 31, 2024.

COMPARISON OF CASH FLOWS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023.

Operating activities

Net cash generated (used) in operating activities showed a 61.26% variation in the fiscal year ended December 31, 2024, compared to the fiscal year ended December 31, 2023, decreasing from R$ 232,787 thousand generated in the fiscal year ended December 31, 2023 to R$ 90,174 thousand generated in the fiscal year ended December 31, 2024.

This variation occurred in a dispersed manner, mainly due to increases in financial assets and financial liabilities measured at amortized cost, particularly repurchase agreement transactions and resources from the issuance of securities.

Investing activities

Net cash used in investing activities showed a variation of 64.88% in the fiscal year ended December 31, 2024, compared to the fiscal year ended December 31, 2023, decreasing from R$ 8,000 thousand used in the fiscal year ended December 31, 2023 to R$ 2,810 thousand used in the fiscal year ended December 31, 2024.

The reduction in cash used in investing activities is related to acquisitions of property and equipment for own use carried out during the fiscal year ended December 31, 2024.

Financing activities

Net cash generated (used) in financing activities showed a positive variation in the fiscal year ended December 31, 2024, compared to the fiscal year ended December 31, 2023, increasing from R$ 68,383 thousand used in the fiscal year ended December 31, 2023 to R$ 154,552 thousand generated in the fiscal year ended December 31, 2024.

This positive net variation is mainly related to the issuance of financial bills carried out during the 2024 fiscal year.

COMPARISON OF CASH FLOWS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022.

Operating activities

Net cash generated in operating activities amounted to R$ 232,787 thousand in the fiscal year ended December 31, 2023, compared to R$ 155,301 thousand used in the fiscal year ended December 31, 2022.

This variation occurred mainly due to the increase in financial assets measured at fair value through profit or loss (government and private securities and investment fund units), financial assets measured at fair value through other comprehensive income, and derivative financial instruments.

Investing activities

Net cash used in investing activities showed a negative variation of 85.6% in the fiscal year ended December 31, 2023, compared to the fiscal year ended December 31, 2022, decreasing from R$ 55,646 thousand used in the fiscal year ended December 31, 2022 to R$ 8,000 thousand used in the fiscal year ended December 31, 2023.

This variation was related to the acquisition of property and equipment for own use and intangible assets during the period.

Financing activities

Net cash generated (used) in financing activities showed a positive variation in the fiscal year ended December 31, 2023, compared to the fiscal year ended December 31, 2022, decreasing from R$ 113,447 thousand generated in the fiscal year ended December 31, 2022 to R$ 68,383 thousand used in the fiscal year ended December 31, 2023.

This variation occurred mainly due to the capital increase carried out by the Company in 2022 and the dividends paid in 2023.

2.2 - Operating and Financial Results

(a) Results of the Company’s Operations

(i) Description of any material components of revenue

Below, the Company presents its main revenue lines, which are composed of its four major business segments, as well as the results of the Capital and Other Income account:

Investment Banking and Capital Markets: (a) Investment Banking: In this segment, the Company provides financial advisory services to large corporations, including mergers and acquisitions, corporate and debt restructurings, privatizations, strategic partnerships, fundraising, and advisory services to Boards of Directors and Shareholders. The Company has extensive experience in executing highly complex transactions, as well as privatizations and restructuring mandates.

(b) Capital Markets: This segment aims to promote financial disintermediation for its clients, generating revenues in the form of service fees through the origination, structuring, and distribution of debt products, such as debentures, promissory notes, CRIs and CRAs (Real Estate and Agribusiness Receivables Certificates), structuring and distribution of real estate investment funds, among other products.

Treasury Sales & Structuring: This area provides financial support to the Company’s client base, including strong synergies in serving Investment Banking and Capital Markets clients. In Treasury, the Company seeks to identify business opportunities through close contact with its clients, offering services that facilitate asset and liability management and reduce execution risk. The most common products include interest rate, currency, and commodity derivatives. It is important to note that Treasury is focused on client service execution and does not operate a proprietary trading desk, with very limited exposure risks.

Investments e Wealth Management: (a) Investments: This area is responsible for identifying illiquid investment opportunities, preferably assets that can serve as acquisition platforms, have recurring revenue profiles, and growth potential within the Brazilian economy.

(b) Wealth Management: Provides wealth advisory services through the allocation of investment resources for high-net-worth clients, managing clients’ entire portfolios. Activities include investment, risk, and tax management, real estate planning, administrative services, and family succession planning.

Accordingly, revenues in this segment are represented by management fees from FIP Outlet and FIP Pet, as well as fees related to Wealth Management advisory services.

Capital Remuneration: Includes interest on equity, which represents the internal opportunity cost for remunerating shareholders’ equity, generally determined based on the CDI rate, as well as mark-to-market revenues from FIP Outlet and FIP Pet. Interest on equity is deducted as funding costs directly from the revenues of the Capital Markets and Structured Credit, Treasury Sales & Structuring, and Investments business units, which may utilize such capital. Consequently, these areas present results net of interest on equity. Additionally, this line includes revenues derived from the construction of the Company’s credit portfolio in securities and transition credits.

The table below summarizes the Company’s total revenues by business line:

The Company recorded total revenues of R$531,380 thousand for the fiscal year ended December 31, 2025, compared to R$581,219 thousand for the fiscal year ended December 31, 2024, representing a decrease of R$49,840 thousand, or a reduction of 8.6% year-over-year. This decrease was mainly driven by the Investment Banking + Capital Markets segment, which declined by R$48,816 thousand, representing a reduction of 13.8% compared to 2024. This decrease resulted from a volatile economic environment that negatively impacted Investment Banking activity, particularly in mergers and acquisitions advisory services.

The Company recorded total revenues of R$581,219 thousand for the fiscal year ended December 31, 2024, compared to R$435,813 thousand for the fiscal year ended December 31, 2023, representing an increase of R$145,407 thousand, or growth of 33.4% year-over-year. This growth was primarily driven by the Investment Banking + Capital Markets segment, which increased by R$112,140 thousand, representing growth of 46.6% compared to 2023, due to a more favorable economic environment for operations.

For additional information on the Company’s operating segments, see items 1.3 and 1.4 of this Reference Form.

(ii) Factors that materially affected operating results

No factors materially affected the Company’s operating results during the last three fiscal years.

(b) Relevant variations in revenues attributable to new products and services, volume changes, pricing changes, exchange rates, and inflation

Capital Remuneration revenues are directly linked to the basic interest rate (SELIC), as their yield is indexed to the CDI. Therefore, capital remuneration benefits from periods of higher interest rates. The tables below show the growth of this revenue component as a result of the expansion of the Company’s Private Securities and Bridge Loans Portfolio, which amounted to R$13,476.6 million at the end of the fiscal year ended December 31, 2025, compared to R$7,882.0 million at the end of the fiscal year ended December 31, 2023, representing growth of 70.97% over the period.

Regarding the Company’s other business lines, through its strategy of promoting financial disintermediation of products and services to clients, the Company has been able to maintain the volume and number of transactions in its main business segments, without significant impacts from inflation fluctuations, exchange rate volatility, or the introduction of new products and services, as shown below.

(c) Impact of inflation, changes in prices of key inputs and products, exchange rates, and interest rates on operating and financial results

Over the last three fiscal years ended December 31, 2025, 2024, and 2023, there were no significant changes in the behavior of the Company’s revenues, inputs, or products caused by inflation fluctuations in the Brazilian economy or changes in the prices of services offered to clients.

The increase in the SELIC rate to 13.3% in 2023 boosted capital gains in Other Revenues (“Capital Remuneration”). It also stimulated demand for fixed-income products, despite higher debt costs, directly impacting the development of the Capital Markets area. Additionally, exchange rate volatility supports solid revenues in the Treasury Sales & Structuring segment, as clients seek to hedge their balance sheets through currency derivatives and hedging operations to mitigate asset-liability mismatches. Another relevant consequence of higher interest rates was the deterioration of corporate balance sheets, fostering the Special Situations & Restructuring segment, which focuses on restructuring companies facing financial distress. In 2023, interest rates began a new easing cycle, ending the year with a cumulative reduction of 2 percentage points, benefiting companies with higher-cost debt that sought refinancing solutions at lower rates, thereby encouraging Capital Markets activity. In 2024, the average SELIC rate remained below the prior year, averaging 10.9% compared to 13.3% in 2023. This monetary easing favored the Capital Markets segment, with strong investor demand for debt products and companies seeking financing.

In 2025, the monetary environment became more restrictive compared to the prior easing period. Throughout the year, monetary policy tightening, marked by increases in the SELIC rate, negatively impacted transaction closings in the Investment Banking area, resulting in lower transaction volumes.

By year-end, the SELIC rate reached 15%, characterizing a high interest rate environment throughout 2025 and negatively affecting market activity and the profitability of the Company’s operations.

Regarding the Company’s liabilities, as disclosed in item 2.1 of this Reference Form, the Company maintains high liquidity and low leverage, with shareholders’ equity as the main component of its liabilities. Therefore, abrupt fluctuations in interest rates and exchange rates are expected to have a very limited effect on the Company’s financial results.

2.3 - Events with Relevant Effects, Occurred and Expected, on the Financial Statements

(a) Modified opinions and emphasis of matter paragraphs in the auditor’s report

The Company’s Directors inform that, in the most recent fiscal year, there was no incorporation, acquisition or disposal of an equity interest in the Company.

2.4 - Events with Relevant Effects, Occurred and Expected, on the Financial Statements

(a) Introduction or disposal of an operating segment

The Company’s Directors inform that there was no introduction or disposal of any operating segment of the Company in the most recent fiscal year.

(b) Unusual events or transactions

The Company’s Directors inform that, in the most recent fiscal year, there were no unusual events or transactions related to the Company or its activities that have caused, or are expected to cause, any material effect on the Company’s financial statements or results.

2.5 - Non-Accounting Measures

(a) Disclosure of non-accounting measures

Client Revenue:

Client Revenue is a non-accounting measure used by the Company to calculate total revenues generated by the areas considered Front Office, that is, the Company’s most relevant business activities. Client Revenue is calculated as the sum of revenues from the Investment Banking and Capital Markets and Asset Management areas, plus net interest income and gains (losses) on financial instruments from the Treasury Sales & Structuring area.

Return on Equity (ROE):

For the years ended December 31, 2025, 2024, and 2023, ROE is calculated as net income for the year divided by the Company’s average shareholders’ equity for the year, expressed as a percentage. Average shareholders’ equity is calculated as the sum of shareholders’ equity at the end of the year plus shareholders’ equity at the end of the prior year, divided by two.

Below are the ROE figures for the last three fiscal years. ROE increased by 3.1 percentage points between 2024 and 2025.

Efficiency Ratio:

The Efficiency Ratio is a non-accounting measure used by the Company and corresponds to the result of the sum of (i) Personnel Expenses and (ii) Administrative Expenses, less (iii) Third-Party Service Expenses, divided by the sum of (iii) Third-Party Service Expenses, (iv) Total Company Revenues, (v) Tax Expenses, and (vi) Other Expenses. The Company notes that the Efficiency Ratio has no standardized meaning and may not be comparable to similarly titled measures used by other companies.

Below are the Efficiency Ratio figures for the last three fiscal years. The Efficiency Ratio decreased by 0.5 percentage points between 2024 and 2025.

Compensation Ratio:

The Compensation Ratio is a non-accounting measure developed by the Company and corresponds to the ratio between Personnel Expenses and the Company’s Total Revenues. It is important to note that the Compensation Ratio does not include dividends paid to Managing Partners.

Below are the Compensation Ratio figures for the last three fiscal years. The Compensation Ratio decreased by 4.3 percentage points between 2024 and 2025.

Net Margin:

Net Margin is a non-accounting measure developed by the Company and is calculated as net income divided by the Company’s Total Revenues. The Company notes that Net Margin has no standardized meaning and may not be comparable to similarly titled measures used by other companies.

Below are the Net Margin figures for the last three fiscal years. Net Margin decreased by 2.7 percentage points between 2024 and 2025.

Expanded Credit Portfolio of BR Partners Banco de Investimentos S.A.:

The expanded credit portfolio includes corporate securities, quotas of Credit Rights Investment Funds (FIDCs), and credit operations (Loans 4.966 – IFRS). Below, the Company presents the evolution of its expanded credit portfolio:

(b)  to reconcile the disclosed amounts with the amounts reported in the audited financial statements

Client Revenue:

Return on Equity (ROE):

Efficiency Ratio:

Compensation Ratio:

Net Margin:

Expanded Credit Portfolio of BR Partners Banco de Investimentos S.A.:

(c) reasons why management believes these measures are more appropriate for understanding financial condition and operating results

Client Revenue:

The Company believes that Client Revenue is an appropriate measure to assess revenues generated by business lines that involve direct delivery of services to clients. Accordingly, it provides a meaningful way to evaluate the performance of this category of revenue.

Return on Equity (ROE):

The Company believes that ROE is a widely used indicator among analysts and investors in the financial industry, as it measures the Company’s profitability for a given period by calculating the percentage return (profit) generated in relation to the Company’s shareholders’ equity during that period.

Efficiency Ratio:

The Efficiency Ratio is an indicator used by analysts, investors in the financial industry, and management to assess how efficiently the Company generates revenues while controlling expenses. Accordingly, a lower ratio indicates better performance, as it reflects the Company’s ability to generate higher revenues at lower costs, resulting in greater efficiency.

Compensation Ratio:

The Compensation Ratio is a measure widely used by investors, analysts, and management in financial advisory–focused companies, such as the Company’s subsidiaries. Companies in this sector typically pay higher levels of compensation based on revenues generated by specific business areas or individuals. This ratio allows investors to assess whether management compensation, as a percentage of revenues generated, is proportionate or disproportionate.

Net Margin:

The Company believes that Net Margin is an appropriate non-accounting measure, as it indicates the Company’s level of efficiency by comparing net income to Total Revenues, highlighting the percentage of total revenues that resulted in net income.

Expanded Credit Portfolio of BR Partners Banco de Investimentos S.A.:

The Expanded Credit Portfolio of BR Partners Banco de Investimentos S.A., a subsidiary of the Company, is a metric that considers fixed-income securities structured by the Capital Markets area and acquired by the subsidiary. It is an appropriate measure to demonstrate the evolution of the portfolio of securities and loans that impact net interest income and gains (losses) on financial instruments within the Capital Markets area.

2.6. Identification and Discussion of Any Subsequent Events to the Most Recent Year-End Financial Statements That Materially Affect Them

The Company’s Directors inform that, in the most recent fiscal year, there were no unusual events or transactions related to the Company or its activities that have caused, or are expected to cause, any material effect on the Company’s financial statements or results.

2.7 - Profit Allocation Policy