v3.26.1
Borrowings and financing
12 Months Ended
Dec. 31, 2025
Borrowings And Financing  
Borrowings and financing

 

17Borrowings and financing

 

                     
Borrowings and financing outstanding balance  
  December 31, 2025   December 31, 2024
Financial institution Current   Noncurrent   Total   Current   Noncurrent   Total
                       
Local currency                      
Debentures 2,764,582   17,282,427   20,047,009   1,323,040   10,373,183   11,696,223
Brazilian Federal Savings Bank 134,275   1,495,481   1,629,756   123,495   1,559,847   1,683,342
BNDES 259,341   564,501   823,842   262,709   803,011   1,065,720
IDB 307,349   2,680,484   2,987,833   260,899   3,425,530   3,686,429
IFC 64,450   2,645,882   2,710,332   44,200   2,706,779   2,750,979
Leases (Concession) 84,214   110,214   194,428   108,533   208,611   317,144
Leases (Others) 72,440   9,627   82,067   97,657   53,267   150,924
Other 616   328   944   1,868   931   2,799
Interest 1,033,884   -   1,033,884   548,372   -   548,372
                       
Total in local currency 4,721,151   24,788,944   29,510,095   2,770,773   19,131,159   21,901,932
                       
Foreign currency                      
IDB 56,573   973,833   1,030,406   89,222   919,189   1,008,411
IBRD 33,453   1,112,127   1,145,580   37,707   793,697   831,404
JICA 150,779   1,965,688   2,116,467   203,754   1,280,402   1,484,156
IFC -   3,380,431   3,380,431   -   -   -
Blue Bonds -   2,828,508   2,828,508   -   -   -
Interest 130,860   -   130,860   32,394   -   32,394
                       
Total in foreign currency 371,665   10,260,587   10,632,252   363,077   2,993,288   3,356,365
                       
Total borrowings and financing 5,092,816   35,049,531   40,142,347   3,133,850   22,124,447   25,258,297

 

(i)        Payment schedule – accounting balances as of December 31, 2025

 

                             
Payment Schedule  
  2026   2027   2028   2029   2030   2031   2031 to 2048   Total
                               
Local currency                              
Debentures 2,764,582   1,190,600   689,330   1,346,863   1,720,388   3,216,000   9,119,246   20,047,009
Brazilian Federal Savings Bank 134,275   142,638   151,387   157,420   155,126   141,077   747,833   1,629,756
BNDES 259,341   246,023   87,200   35,313   35,313   35,313   125,339   823,842
IDBs 307,349   289,669   359,999   330,039   265,949   265,949   1,168,879   2,987,833
IFCs 64,450   91,400   147,450   218,700   335,000   559,800   1,293,532   2,710,332
Leases 156,654   7,950   17,778   23,696   12,549   52,327   5,541   276,495
Other 616   187   141   -   -   -   -   944
Interest and Other Charges 1,033,884   -   -   -   -   -   -   1,033,884
Total in local currency 4,721,151   1,968,467   1,453,285   2,112,031   2,524,325   4,270,466   12,460,370   29,510,095
                               
Foreign currency                              
IDB 56,573   56,573   56,573   56,573   56,573   56,573   690,968   1,030,406
IBRD 33,453   33,453   33,453   78,294   78,294   78,294   810,339   1,145,580
JICA 150,779   200,959   251,139   251,139   174,232   174,232   913,987   2,116,467
IFCs -   -   -   1,674,532   1,674,532   -   31,367   3,380,431
Blue Bonds -   -   -   -   2,828,508   -   -   2,828,508
Interest and Other Charges 130,860   -   -   -   -   -   -   130,860
Total in foreign currency 371,665   290,985   341,165   2,060,538   4,812,139   309,099   2,446,661   10,632,252
                               
Total 5,092,816   2,259,452   1,794,450   4,172,569   7,336,464   4,579,565   14,907,031   40,142,347

 

(ii)        Changes

 

                                                 
Changes  
  December 31, 2024   Additions   Funding   Borrowing costs   Inflation adjustment and exchange rate changes   Inflation adjustment/Exchange rate change - Capitalized   Interest Paid   Amortization   Accrued interest  

Provision for interest and charges -

capitalized

  Expenses with borrowing costs   Fair value   December 31, 2025
Local currency                                                  
Debentures 12,062,023   -   10,818,600   (181,512)   184,934   55,463   (1,413,689)   (2,568,437)   1,458,664   410,249   31,473   10,176   20,867,944
Brazilian Federal Savings Bank 1,688,057   -   59,514   -   31,293   5,217   (129,881)   (149,610)   108,808   20,925   -   -   1,634,323
BNDES 1,069,075   -   -   -   18,136   5,331   (73,204)   (265,714)   56,058   16,546   352   -   826,580
IDB 3,805,995   -   -   (79)   -   -   (409,438)   (702,858)   283,246   155,002   4,342   -   3,136,210
IFC 2,805,918   -   -   -   -   -   (457,343)   (44,200)   311,151   148,526   3,553   -   2,767,605
Leases (Concession) 317,144   -   -   -   -   -   (22,710)   (183,910)   83,903   -   -   -   194,427
Leases (Other) 150,924   541   -   -   -   -   -   (99,684)   30,287   -   -   -   82,068
Other 2,796   -   -   -   -   -   (58)   (1,856)   19   37   -   -   938
                                                   
Total in local currency 21,901,932   541   10,878,114   (181,591)   234,363   66,011   (2,506,323)   (4,016,269)   2,332,136   751,285   39,720   10,176   29,510,095
                                                   
Foreign currency                                                  
IDBs 1,017,833   -   211,653   (4,505)   (108,977)   (6,006)   (53,406)   (85,657)   47,168   3,762   1,296   14,021   1,037,182
IBRD 846,017   -   437,507   (2,346)   (90,173)   (787)   (46,133)   (34,034)   45,786   861   701   3,308   1,160,707
JICA 1,492,515   -   1,030,950   (10,426)   (128,344)   1,632   (21,509)   (159,889)   20,954   697   374   (101,669)   2,125,285
IFCs -   -   3,372,828   (35,733)   (24,945)   1,178   (68,949)   -   102,377   1,580   2,133   64,968   3,415,437
Blue Bonds -   -   2,659,300   (19,679)   93,245   -   -   -   63,610   -   1,656   95,509   2,893,641
Total in foreign currency 3,356,365   -   7,712,238   (72,689)   (259,194)   (3,983)   (189,997)   (279,580)   279,895   6,900   6,160   76,137   10,632,252
                                                   
Total 25,258,297   541   18,590,352   (254,280)   (24,831)   62,028   (2,696,320)   (4,295,849)   2,612,031   758,185   45,880   86,313   40,142,347

 

(a)Main events in the year ended December 31, 2025

 

33rd Debenture issue

 

As of February 5, 2025, the Company raised R$ 3,700 million from the 33rd issue of simple unsecured non-convertible debentures, in three series, with the following characteristics:

 

     
Series Amount Rate Maturity
33rd issue - 1st series 1,000,000 CDI + 0.51% p.a. 2032
33rd issue - 2nd series 1,400,000 IPCA + 7.55% p.a. 2035
33rd issue - 3rd series 1,300,000 IPCA + 7.38% p.a. 2040
Total 3,700,000    

 

The proceeds from the issue will be allocated to the refinancing of financial commitments due in 2025, the recomposition and reinforcement of cash and the execution of investments for the Universalization of sanitation services.

 

In February 2025, interest rate swaps were contracted for the 2nd series, changing from IPCA + 7.5485% p.a. to CDI -0.34% p.a. and the 3rd series, changing from IPCA + 7.3837% p.a. to CDI -0.45% p.a.

 

The covenants agreed for the 33rd Issue of Debentures are:

 

Calculated quarterly, upon disclosure of quarterly information or annual financial statements:

 

- Net debt/adjusted EBITDA lower than or equal to 3.50;

- Adjusted EBITDA/paid financial expenses equal to or higher than 1.5;

 

Failure to comply with the financial indices above for at least two consecutive quarters, or for two non-consecutive quarters within twelve months (in which case the 30-day cure period does not apply), constitutes a default event that may lead to the early maturity of the Debentures, disposal of operating assets, termination of licenses, loss of concession or loss of the Company’s ability to execute and operate public sanitation services in areas of the São Paulo State which, individually or jointly during the term of the agreement, lead to a reduction of the Company’s net sales and/or service revenue of more than twenty- five percent (25%). The above limit will be calculated every quarter, taking into consideration the Company’s net operating income during the twelve (12) months before the end of each quarter and using the financial information disclosed by the Company.

 

Failure to comply with the limit above constitutes a default event that may lead to the early maturity of the Debentures.

 

22nd Debenture issue

 

In the period ended March 31, 2025, the Company paid the final amortization of the 22nd debentures issue, of R$ 191,184, of which R$ 180,237 in principal and R$ 10,947 in interest.

 

30th Debenture issue

 

In the period ended March 31, 2025, the Company paid the partial amortization of the 30th debentures issue, of R$ 148,571, of which R$ 125,000 in principal and R$ 23,571 in interest.

 

IDB INVEST 2020

 

In the period ended March 31, 2025, the Company fully pre-paid of the long-term tranche, in the amount of R$ 492,119, of which R$ 459,740 was principal and R$ 32,379 was interest. Additionally, on February 10, 2025, the medium-term tranche spread was renegotiated, changing from DI + 1.90% to DI + 0.90%, becoming effective as of February 18, 2025.

 

BNDES

 

In the period ended March 31, 2025, the Company paid the partial amortization of the agreements with BNDES, of R$ 90,845, of which R$ 70,994 in principal and R$ 20,042 in interest.

 

IFC 2025

 

In June 2025, the Company raised the amount of R$ 3,373 million from IFC, with the following characteristics:

 

         
Currency Amount (Currency of Origin) Amount (R$) Rate Hedge Cost Maturity
Dollar 350,000 1,973,650 SOFR + 1.80% p.a. DI + 0.85%% p.a. 2032
Euro 220,000 1,399,178 EURIBOR + 1.85% p.a. DI + 1.20% p.a. 2035
Total   3,372,828      

 

The agreed covenants are: Calculated quarterly, upon disclosure of quarterly information or annual financial statements: - Net debt/adjusted EBITDA lower than or equal to 3.50; - Adjusted EBITDA/paid financial expenses equal to or higher than 2.35. They shall be maintained for two (2) consecutive quarters or not for any period of four (4) consecutive quarters. (no cure period applies to this hypothesis).

 

34th, 35th and 36th debenture issue

 

In the third quarter, the Company raised R$ 4,884 million from the issue of simple unsecured non-convertible debentures, in a single series, with the following characteristics:

 

     
Instrument Amount (R$) Rate Maturity
34th issue 1,068,600 DI 2032
35th issue 1,000,000 IPCA + 7.26% p.a. 2035
36th issue 2,815,700 IPCA + 9.28% p.a. 2030
Total 4,884,300    

 

Interest rate swaps were contracted for the 35th issue (changing from IPCA + 7.26% p.a. to DI - 0.32% p.a.) and 36th issue (changing from IPCA + 9.28% p.a. to DI +1.39% p.a.). With respect to the 36th issue, of the total amount of R$ 2,815,700 million, R$ 2,765,7000 million have SABESP Lux, the wholly owned subsidiary, as the counterparty.

 

The agreed covenants for the 34th and 35th issues are:

 

Calculated quarterly, upon disclosure of quarterly information or annual financial statements:

 

- Net debt/adjusted EBITDA lower than or equal to 3.50;

- Adjusted EBITDA/paid financial expenses equal to or higher than 1.5;

 

Failure to comply with the financial indices above for at least two consecutive quarters, or for two non-consecutive quarters within twelve months (in which case the 30-day cure period does not apply), constitutes a default event that may lead to the early maturity of the Debentures, disposal of operating assets, termination of licenses, loss of concession or loss of the Company’s ability to execute and operate public sanitation services in areas of the São Paulo State which, individually or jointly during the term of the agreement, lead to a reduction of the Company’s net sales and/or service revenue of more than twenty- five percent (25%). The above limit will be calculated every quarter, taking into consideration the Company’s net operating income during the twelve (12) months before the end of each quarter and using the financial information disclosed by the Company. Failure to comply with the limit above constitutes a default event that may lead to the early maturity of the Debentures.

 

The 36th issue has no covenants.

 

Blue Senior Unsecured Notes (“Blue Bonds”)

 

In July 2025, the Company's wholly-owned subsidiary SABESP Lux priced the offer of senior unsecured notes in the total volume of US$ 500,000 thousand, guaranteed by Sabesp. The Blue Bonds were issued at a rate of 5.625% p.a., maturing in August 2030 and paying semi-annual interest. Interest rate swap transactions were entered into (swapping from 5.625% p.a. to IPCA + 9.28% p.a.). This transaction has the same terms as the 36th issuance mentioned above.

 

BID 1212:

 

In July 2025, the Company paid the final amortization of R$ 29,420, of which R$ 28,628 in principal and R$ 792 in interest.

 

28th debenture issue:

 

In July 2025, the Company paid the partial amortization of the 28th debentures issue, of R$ 509,085, of which R$ 444,100 in principal and R$ 64,985 in interest.

 

37th Debenture Issue

 

In the fourth quarter, the Company raised R$ 5,000 million from the issue of simple unsecured non-convertible debentures, in two series, with the following characteristics:

 

     
Instrument Amount Rate Maturity
37th issue - 1st series 3,500,000 DI +0.69% 2032
37th issue - 2nd series 1,500,000 DI+0.90% 2035
Total 5,000,000    

 

The 37th issue has no covenants.

 

JICA 2025

 

In October 2025, the Company entered into a financing agreement with the Japan International Cooperation Agency (JICA) in the total amount of Yen 30 billion. The financing has a twelve-year period with the following characteristics:

 

         
Instrument Amount (Currency of Origin) Amount (R$) Rate Hedge Cost Maturity
JICA 2025 Yen 30,000,000 1,030,950 2.00% p.a. DI- 0.69%% p.a. 2037

 

The agreed covenants are:

 

Calculated quarterly, upon disclosure of quarterly information or annual financial statements:

 

- Net debt/adjusted EBITDA lower than or equal to 3.50;

- Adjusted EBITDA/paid financial expenses equal to or higher than 2.35.

 

They shall be maintained for two (2) consecutive quarters or not for any period of four (4) consecutive quarters. (no cure period applies to this hypothesis).

 

(b)Leases

 

The Company has lease agreements signed as Assets Lease. During the construction period, work costs are capitalized to contract assets against the lease liability.

 

The amounts payable for the right of use of assets are also recorded in this line. See Note 14 (e).

 

(c)Covenants

 

The table below shows the most restrictive covenants as of December 31, 2025.

 

 
 

Covenants

Adjusted EBITDA/Adjusted Financial Expense Equal to or higher than 3.50
EBITDA /Financial Expense Paid Equal to or higher than 2.35
Adjusted Net Debt/Adjusted EBITDA Equal to or less than 3.00
Net Debt /Adjusted EBITDA Equal to or less than 3.50
Other Onerous Debts (1)/Adjusted EBITDA Equal to or less than 1.00
   
(1)The contractual definition of “Other Onerous Debts” corresponds to the sum of pension obligations and healthcare plan, installment payment of tax debts, and installment payment of debts with the electricity supplier.

 

Approximately 35% of the debt balance as of December 31, 2025 was subject to leverage limits.

 

As of December 31, 2025 and December 31, 2024, the Company met the requirements outlined by its borrowings and financing agreements.

 

(d)Borrowings and financing contracted and not yet used

 

   

Agent

 

December 31, 2025

    (in millions of Reais (*))
Brazilian Federal Savings Bank   703
Brazilian Development Bank – BNDES   7
Inter-American Development Bank - IDB   577
International Bank for Reconstruction and Development – IBRD   501
Banco BTG Pactual   949
Other  

4

Total  

2,741

 

(*)Brazilian Central Bank’s exchange rate as of December 31, 2025 (US$ 1.00 = R$ 5.5024).

 

The funds from financing contracted have specific purposes and are released for the execution of their respective investments, according to the execution of the works.

 

(e)General information

 

Below is detailed information on the borrowings and financing in force as of December 31, 2025. For a better understanding, the table below consolidates the instruments by financial institution, remuneration, currency of origin and linked guarantees:

 

       
Financial institution/Instrument Guarantees Final maturity Annual interest rate Currency
Inter-American Development Bank Federal Government 2025 - 2044 SOFR + 0.85% to 1.20% Dollar
Inter-American Development Bank Own funds 2034 - 2036 CDI+ 0.50% and CDI 2.70% Real
Inter-American Development Bank Federal Government 2035 CDI + 0.86% Real
International Finance Corporation Own funds 2030 SOFR + 1.80% Euro
International Finance Corporation Own funds 2030 EURIBOR + 1.85% US$
International Finance Corporation Own funds 2032 - 2034 CDI+0.3735% to 2% Real
International Bank for Reconstruction and Development Federal Government 2048 SOFR + 0.74% and 1.84% Dollar
JICA Federal Government 2029 - 2037 0.01% - 2.5% Yen
JICA Own funds 2037 2.00% Yen
Debentures Own funds 2026 - 2040 CDI + 0.00% to 1.80% Real
Debentures Own funds 2029 - 2040 IPCA + 3.20% to 9.2860% Real
Debentures Own funds 2027 - 2028 1.60% to 2.25% Real
Brazilian Federal Savings Bank Own funds 2025 to 2042 TR + 5% to 9.5% Real
Brazilian Development Bank Own funds 2026 - 2035 TJLP + 1.72% to 2.18% Real
Blue Senior Unsecured Notes (“Blue Bonds”) Own funds 2030 5.62% Dollar
Fehidro Own funds 2035 3.00% Real
Leases Own funds 2035 IPCA + 7.73% to 10.12% Real
Leases Own funds 2042 9.74% to 15.24% Real

 

Accounting policy

 

Borrowings and financing are initially recognized at fair value, at the time the funds are received, net of transaction costs and subsequently measured at amortized cost (except for liabilities irrevocably designated for measurement at fair value through profit or loss, as per note 20). Borrowings and financing are classified as current liabilities, unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the date of the statement of financial position.

The securities issued by the Company are not convertible into shares and are accounted for as borrowings.

 

Borrowing costs are interest and other charges incurred by the Company and arise from borrowing and financing agreements, including exchange variation.

 

Costs that are attributed to the acquisition, construction or production of an asset that necessarily require a substantial period to be ready for use or sale are capitalized as part of the cost of these assets. Other borrowing costs are recognized as expenses in the period in which they are incurred. Capitalization occurs during the period of construction of the asset, considering the weighted average rate of borrowings in force on the capitalization date.

 

In cases of borrowings or financing in foreign currency, the Company analyzes as if they were taken in national currency, limiting the capitalization of interest and/or exchange variation by the amount that would be capitalized if they were made in the local market in similar borrowing and financing lines.

 

The capitalization rate used in determining the amount of borrowing costs eligible for capitalization in the current year was 25%.