As filed with the Securities and Exchange Commission on January 5, 2026.

Registration No. 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Picpay Holdings Netherlands B.V.*
(Exact Name of Registrant as Specified in its Charter)

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The Netherlands		7389		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Avenida Manuel Bandeira, 291
Block A, 2nd floor
São Paulo — SP, 05317-020, Brazil
+55 (11) 97723-1925

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

Donald Baker
John Guzman
Karen Katri
White & Case LLP
Avenida Brigadeiro Faria Lima, 2,277 — 4th Floor
São Paulo — SP 01452-000, Brazil
+55 (11) 3147-5600

Manuel Garciadiaz
Drew Glover
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

* The Registrant intends to convert its legal form under Dutch law from a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) to a public limited liability company (naamloze vennootschap) and to change its name to “PicS N.V.” prior to the closing of the offering.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2026

PRELIMINARY PROSPECTUS

Class A Common Shares

PicS N.V.

(a public limited liability company incorporated in the Netherlands with its statutory seat in Amsterdam, the Netherlands)

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This is an initial public offering of the Class A common shares, each with a nominal value of €0.01, of PicS N.V. We are offering Class A common shares in this offering.

Prior to this offering, there has been no public market for our Class A common shares or our Class B common shares. It is currently estimated that the initial public offering price per Class A common share will be between US$ and US$ . We intend to apply to list our Class A common shares on the Nasdaq Global Select Market, or “Nasdaq,” under the symbol “PICS.” We will not seek a listing for our Class B common shares on Nasdaq or on any other exchange.

Upon consummation of this offering, we will have two classes of shares: our Class A common shares and our Class B common shares. Our Class B common shares will carry rights that are identical to the Class A common shares being sold in this offering, except that: (1) holders of our Class B common shares are entitled to 10 votes per Class B common share, whereas holders of our Class A common shares are entitled to one vote per Class A common share; and (2) our Class B common shares have certain conversion rights. Our Class A common shares and Class B common shares will carry the same dividend rights. For further information, see “Description of Share Capital.” J&F Participações S.A., or “J&F Participações,” will beneficially own 100% of our Class B common shares, which will represent approximately % of the combined voting power in our general meeting following this offering, assuming no exercise of the underwriters’ option to purchase additional Class A common shares. For more information about our corporate structure immediately following this offering, see “Summary — Our Corporate Structure.” Accordingly, we expect to be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. J&F Participações is jointly controlled, pursuant to a shareholders’ agreement, by Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders. As such, Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista are expected to control or have the ability to control matters that require approval at a general meeting of shareholders pursuant to Dutch law and/or our articles of association, including, among other matters, the appointment of a majority of the members of our board of directors. See “Risk Factors — Risks Relating to Our Business and Industry — Our ultimate controlling shareholders are expected to have influence over the conduct of our business and may have interests that are different from yours” beginning on page 78 of this prospectus. Our ultimate controlling shareholders have been subject to civil and criminal actions and investigations in connection with matters unrelated to our company, as a result of which the reputation of our ultimate controlling shareholders has suffered and may continue to suffer. For more information about these matters, see “Principal Shareholders — Civil and Criminal Actions and Investigations involving our Ultimate Controlling Shareholders” beginning on page 343 of this prospectus and the related risk factor set forth in “Risk Factors — Risks Relating to Our Business and Industry” beginning on page 62 of this prospectus.

Bicycle Management Company, LLC, or the “anchor investor,” has indicated to us that it intends to purchase an aggregate number of our Class A common shares in this offering equivalent to US$75,000,000, which would comprise % of the Class A common shares subject to this offering if such indication of interest becomes a confirmed order in full following effectiveness of the registration statement of which this prospectus forms a part. We refer to these Class A common shares throughout this prospectus as the “anchor investor shares.” The anchor investor shares will be subject to a lock-up that will expire six months following the closing date of this offering. The underwriters, as a group, will receive the same discount on the Class A common shares purchased by the anchor investor as they will from any other Class A common shares sold to the public in this offering. If purchased, each anchor investor share will entitle the anchor investor to purchase in a private placement, concurrently with the closing of this offering, one warrant to be issued by J&F Participações, at a price of US$0.01 per warrant. We refer to these warrants throughout this prospectus as the “anchor investor warrants.” Each anchor investor warrant will entitle the holder thereof to purchase one of our Class A common shares from J&F Participações, which we refer to throughout this prospectus as the “controlling shareholder shares,” at an exercise price equal to the initial public offering price, subject to inflation adjustments. The anchor investor warrants may be exercised, in all or in part, during the period commencing on the first day of the 11th month following the closing date of this offering and ending on the business day preceding the date that is 14 months following the closing date of this offering. The controlling shareholder shares will be subject to a lock-up that will expire three months following the respective warrants exercise date. The anchor investor will

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be entitled to transfer or sell the anchor investor warrants, subject to prior written notice to J&F Participações, which will have a right of first refusal to acquire the anchor investor warrants on identical terms. We will not receive any proceeds from the sale or exercise of the anchor investor warrants or the sale of the controlling shareholder shares. Notwithstanding the foregoing, because indications of interest are not binding agreements or commitments to purchase public shares in this offering, the anchor investor may determine not to purchase any such shares. Further, no assurances can be given as to the amount of such shares the anchor investor actually purchases in this offering, if any, or retains or purchases following this offering. See “The Offering — Anchor investor” and “The Offering — Anchor investor warrants” for more information.

We are an “emerging growth company” under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and will be subject to reduced public company disclosure and reporting requirements. Investing in our Class A common shares involves risks. See “Risk Factors” beginning on page 62 of this prospectus.

At our request, the underwriters have reserved up to 3% of the Class A common shares offered by this prospectus for sale, excluding the additional shares that the underwriters have an option to purchase within 30 days from the date of this prospectus, at the initial public offering price, to our eligible employees, including directors and officers. See “Underwriting — Directed Share Program.”

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	Per Class A common share	Total
Initial public offering price	US$	US$
Underwriting discounts and commissions(1)	US$	US$
Proceeds, before expenses, to us	US$	US$

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(1) See “Underwriting” for a description of all compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to additional Class A common shares to cover the underwriters’ option to purchase additional Class A common shares, if any, at the initial public offering price, less underwriting discounts and commissions.

Neither the U.S. Securities and Exchange Commission, or the “SEC,” nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A common shares against payment in New York, New York on or about , 2026.

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Global Coordinators

Citigroup

BofA Securities

RBC Capital Markets

Bookrunners

Mizuho

Wolfe | Nomura Alliance

Co-Manager

FT Partners

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The date of this prospectus is , 2026.

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		Page
Presentation of Financial and Other Information		xii
Cautionary Statement Regarding Forward-Looking Statements		xxiv
Summary		1
The Offering		47
Summary Financial and Other Information		51
Risk Factors		62
Use of Proceeds		110
Dividends and Dividend Policy		111
Capitalization		112
Dilution		113
Market Information		114
Management’s Discussion and Analysis of Financial Condition and Results of Operations		116
Our Unit Economics		185
Business		200
Industry Overview		268
Regulatory Overview		290
Management		330
Principal Shareholders		340
Related Party Transactions		346
Description of Share Capital		351
Class A Common Shares Eligible for Future Sale		383
Taxation		384
Underwriting		392
Expenses of the Offering		403
Legal Matters		404
Experts		404
Enforceability of Civil Liabilities		405
Where You Can Find More Information		408
Index to Financial Statements		F-1

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None of us, or the underwriters, or any of their respective agents, have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. None of us, or the underwriters, or any of their respective agents, take responsibility for, and can provide any assurance as to the reliability of, any other information that others may give you. None of us, or the underwriters, or any of their respective agents, have authorized any other person to provide you with different or additional information. None of us, or the underwriters, or any of their respective agents, are making an offer to sell the Class A common shares in any jurisdiction where the offer or sale is not permitted. This offering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Class A common shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

For investors outside the United States: None of us, or the underwriters, or any of their respective agents, have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus or any such free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A common shares and the distribution of this prospectus or any such free writing prospectus outside the United States and in their jurisdiction.

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The issuer was incorporated on December 27, 2023 as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, with the name “Picpay Holdings Netherlands B.V.” Prior to the closing of this offering, the issuer will be converted into a public limited liability company (naamloze vennootschap) under Dutch law with the name “PicS N.V.”

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to: (1) “PicPay Netherlands” are to PicS N.V. (as Picpay Holdings Netherlands B.V. is expected to be known upon its renaming and conversion into a public limited liability company under Dutch law); (2) “PicPay,” the “Company,” “we,” “our,” “ours,” “us” or similar terms are to PicPay Netherlands (or, when applicable, its predecessor for accounting purposes PicS Ltd.) together with its consolidated subsidiaries, including its indirect subsidiaries PicPay Brazil and PicPay Bank; (3) “PicPay Brazil” are to PicPay Instituição de Pagamentos S.A., a privately-held company (sociedade anômina fechada) incorporated in Brazil, and its consolidated subsidiaries; and (4) “PicPay Bank” are to PicPay Bank — Banco Múltiplo S.A. (formerly known as Banco Original de Agronegócio S.A.), a corporation (sociedade anônima) incorporated in Brazil.

In addition, in this prospectus, except where otherwise indicated or where the context requires otherwise:

• “Articles of Association” means PicPay Netherlands’ articles of association that will be effective as per the conversion of the Company into a public limited liability company under Dutch law prior to the completion of this offering.

• “Banco Original” means Banco Original S.A., a Brazilian financial institution duly authorized by the Brazilian Central Bank and wholly-owned subsidiary of J&F Participações.

• “BX” or “BX Blue” means BX Negócios Inteligentes Ltda., a limited liability company (sociedade limitada) organized under the laws of Brazil. BX is a wholly-owned subsidiary of Guiabolso.

• “Class A common shares” means Class A common shares in the capital of PicPay Netherlands, with a nominal value of €0.01 per Class A common share, whereby each Class A common share confers the right to one vote per share at the general meeting.

• “Class B common shares” means Class B common shares in the capital of PicPay Netherlands, with a nominal value of €0.10 per Class B common share, whereby each Class B common share confers the right to ten votes per share at the general meeting.

• “common shares” means, collectively, Class A common shares and Class B common shares.

• “conversion shares” means conversion shares in the share capital of the Company, with a nominal value of €0.09 per conversion share, whereby each such share confers the right to nine votes per share at a general meeting. Conversion shares are introduced to facilitate a 1:1 conversion of Class B common shares into Class A common shares under Dutch law. If a conversion share is held by anyone other than the Company, such shareholder shall be obliged to offer and transfer such conversion share to the Company unencumbered and for no consideration. For more information see “Description of Share Capital — Conversion.”

• “Crednovo” means Crednovo Sociedade de Empréstimo entre Pessoas S.A., a corporation (sociedade anônima) incorporated under the laws of Brazil. Crednovo is a wholly-owned subsidiary of PicPay Holding.

• “EUR” or “€” means the Euro, the lawful currency of the European Economic and Monetary Union.

• “FIDC FGTS” means Fundo de Investimentos em Direitos Creditórios PicPay FGTS, a Receivables Investment Fund (Fundo de Investimento em Direitos Creditórios) (FIDC) that began operating in December 17, 2024, with the purpose of acquiring receivables generated from FGTS consumer loans made by us. Such fund consists of a total of 825,674 quotas, of which 128,022 (approximately 18% of the total quotas) are subordinated quotas held solely by PicPay Bank and 697,652 senior quotas are held by accredited investors (third parties), including financial institutions, hedge funds and others.

• “FIDC Somacred Vega Sicilia Assistência Financeira” means a Receivables Investment Fund (Fundo de Investimento em Direitos Creditórios) (FIDC) with the purpose of acquiring receivables generated from Financial Assistance (Assistência Financeira) as defined by Article 2 of SUSEP Rule 600, of April 13, 2020. We intend to start operating the FIDC Somacred Vega Sicilia Assistência Financeira in December 2025.

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PicPay Bank intends to hold approximately 85% of the total outstanding equity capital (quotas) of this FIDC, represented by senior quotas. The subordinated quotas (approximately 5% of the total outstanding quotas) and Mezzanine quotas (approximately 10% of the total outstanding quotas) will be held by third parties. PicPay Bank intends to make capital contributions in the FIDC of up to R$200 million.

• “FIDC PicPay I” means Fundo de Investimentos em Direitos Creditórios Não-Padronizados PicPay I, a Receivables Investment Fund (Fundo de Investimento em Direitos Creditórios) (FIDC) that began operating in May 2019 in order to facilitate our offering of installment payments to consumers. Currently, 100% of FIDC PicPay I’s senior quotas are held by PicPay Bank and 100% of FIDC PicPay I’s subordinated quotas are held by PicPay Brazil.

• “general meeting” means the corporate body of PicPay Netherlands consisting of holders of Shares and all other persons with a right to attend and address a general meeting or, as the context requires, the physical meeting of holders of Shares and other persons with a right to attend and address a general meeting;

• “Guiabolso” means Guiabolso Finanças Correspondente Bancário e Serviços Ltda., a limited liability company (sociedade limitada) organized under the laws of Brazil. Guiabolso is a wholly-owned subsidiary of PicPay Brazil.

• “Guiabolso Pagamentos” means Guiabolso Pagamentos Ltda. (formerly known as Just Correspondente Bancário e Serviços Ltda.), a limited liability company (sociedade limitada) organized under the laws of Brazil. Guiabolso Pagamentos is a wholly-owned subsidiary of Guiabolso.

• “J&F International” means J&F International B.V., a private limited liability company incorporated under Dutch law. As of the date of this prospectus, J&F International directly owns % of our Class A common shares, % of our Class B common shares and % of our total capital stock. Immediately following the consummation of this offering, J&F International will directly own 100% of our Class B common shares, which will represent: (1) approximately % of the combined voting power in our general meeting following this offering (assuming no exercise of the underwriters’ option to purchase additional Class A common shares); or (2) approximately % of the combined voting power in our general meeting following this offering (assuming the underwriters’ option to purchase additional Class A common shares is exercised in full). J&F International is a wholly-owned subsidiary of J&F Participações.

• “J&F Participações” means J&F Participações S.A., a corporation (sociedade anônima) incorporated under the laws of Brazil. J&F Participações is jointly controlled, pursuant to a shareholders’ agreement, by our ultimate controlling shareholders. For more information about the shareholders’ agreement of J&F Participações, see “Principal Shareholders — Shareholders’ Agreement of J&F Participações.”

• “Kovr Seguradora” means Kovr Seguradora S.A., a corporation organized under the laws of Brazil. Kovr Seguradora will be, upon closing of the Acquisition, a wholly-owned subsidiary of PicPay Participações.

• “Nosso Time iGaming” means Nosso Time iGaming Ltda., a limited liability company (sociedade limitada) organized under the laws of Brazil and which is a subsidiary of Picpay Participações.

• “PicPay Holding” means PicPay Holding Ltda., a limited liability company (sociedade limitada) organized under the laws of Brazil and which is a subsidiary of PicPay Netherlands.

• “PicPay Invest” means PicPay Invest Distribuidora de Títulos e Valores Mobiliários Ltda. (formerly known as Liga Invest Distribuidora de Títulos e Valores Mobiliários Ltda.), a limited liability company (sociedade limitada) organized under the laws of Brazil. PicPay Invest is a wholly-owned subsidiary of PicPay Brazil.

• “Picpay Participações” means Picpay Participações e Investimentos Ltda., a limited liability company (sociedade limitada) organized under the laws of Brazil which directly holds approximately 100% of the shares of Nosso Time iGaming.

• “PicS Ltd.” means PicS Ltd., a Cayman Islands exempted company with limited liability. Effective as of December 30, 2023, J&F International, at that time the beneficial holder of 100% of the Class B common shares of PicS Ltd. (representing 99.615% of the total issued and outstanding common shares of PicS Ltd.), contributed the beneficial entitlement to these common shares to PicPay Netherlands, by way of a share premium contribution on the shares in the capital of PicPay Netherlands. The legal transfer of

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the Class B common shares of PicS Ltd. to PicPay Netherlands was effected on March 14, 2024. As of the date of this prospectus, PicPay Netherlands directly holds 100% of the Class B common shares of PicS Ltd. (representing 99.615% of the total issued and outstanding common shares of PicS Ltd.) and indirectly owns the beneficial entitlement to 100% of the Class A common shares of PicS Ltd. (representing 0.385% of the total issued and outstanding common shares of PicS Ltd.).

• “PicS Holding” means PicS Holding Ltda., a limited liability company (sociedade limitada) organized under the laws of Brazil, which directly holds 100% of the shares of PicPay Brazil, PicPay Bank and Crednovo.

• “Shares” means, collectively, the Class A common shares, the Class B common shares and the conversion shares.

• “Stichting ACC Family” means Stichting ACC Family, a foundation (stichting) incorporated under Dutch law. As of the date of this prospectus, Stichting ACC Family directly owns % of our Class A common shares and % of our total capital stock. Immediately following the consummation of this offering, Stichting ACC Family will directly own: (1) % of our Class A common shares, which will represent approximately % of the combined voting power in our general meeting following this offering (assuming no exercise of the underwriters’ option to purchase additional Class A common shares); or (2) % of our Class A common shares, which will represent approximately % of the combined voting power in our general meeting following this offering (assuming the underwriters’ option to purchase additional Class A common shares is exercised in full). Mr. Anderson Chamon, PicPay Brazil’s co-founder and its executive vice-president of new businesses has been appointed as beneficiary of Stichting ACC Family, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting ACC Family.

• “Stichting AGR” means Stichting AGR, a foundation incorporated under Dutch law. As of the date of this prospectus, Stichting AGR directly owns % of our Class A common shares and % of our total capital stock. Immediately following the consummation of this offering, Stichting AGR will directly own: (1) % of our Class A common shares, which will represent approximately % of the combined voting power in our general meeting following this offering (assuming no exercise of the underwriters’ option to purchase additional Class A common shares); or (2) % of our Class A common shares, which will represent approximately % of the combined voting power in our general meeting following this offering (assuming the underwriters’ option to purchase additional Class A common shares is exercised in full). Mr. Aguinaldo Gomes Ramos Filho, a nephew of Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista and a cousin of Mr. José Antonio Batista Costa, has been appointed as beneficiary of Stichting AGR, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting AGR.

• “Stichting ECS” means Stichting ECS, a foundation incorporated under Dutch law. As of the date of this prospectus, Stichting ECS directly owns % of our Class A common shares and % of our total capital stock. Immediately following the consummation of this offering, Stichting ECS will directly own: (1) % of our Class A common shares, which will represent approximately % of the combined voting power in our general meeting following this offering (assuming no exercise of the underwriters’ option to purchase additional Class A common shares); or (2) % of our Class A common shares, which will represent approximately % of the combined voting power in our general meeting following this offering (assuming the underwriters’ option to purchase additional Class A common shares is exercised in full). Mr. Eduardo Chedid Simões, our chief executive officer and executive director, has been appointed as beneficiary of Stichting ECS, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting ECS. For more information about Mr. Eduardo Chedid Simões, see “Management.”

• “Stichting JAB” means Stichting JAB, a foundation incorporated under Dutch law. As of the date of this prospectus, Stichting JAB directly owns % of our Class A common shares and % of our total capital stock. Immediately following the consummation of this offering, Stichting JAB will directly own: (1) % of our Class A common shares, which will represent approximately % of the combined voting power in our general meeting following this offering (assuming no exercise of the underwriters’ option to purchase additional Class A common shares); or (2) % of our Class A common shares,

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which will represent approximately % of the combined voting power in our general meeting following this offering (assuming the underwriters’ option to purchase additional Class A common shares is exercised in full). Mr. José Antonio Batista Costa, our chairman and one of our non-executive directors, has been appointed as beneficiary of Stichting JAB, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting JAB. For more information about Mr. José Antonio Batista Costa, see “Management.”

• “ultimate controlling shareholders” means Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista.

• “Zem Collection” means Zem Collection Ltda., a limited liability company (sociedade limitada) organized under the laws of Brazil and which is a subsidiary of PicPay Participações.

Glossary of Technical Terms

The following is a glossary of certain industry and other technical terms used in this prospectus:

• “ABECS” means the Brazilian Association of Credit Card Companies and Services (Associação Brasileira das Empresas de Cartões de Crédito e Serviços), a trade association that represents participants in the Brazil credit card market.

• “acquirer” means a payment institution that, without managing payment accounts, provides the following services: (1) accreditation of receivers (usually merchants) for the acceptance of payment instruments issued by a payment institution or financial institution participating in the same payment scheme; and (2) participation in the settlement process of payment transactions as a creditor with respect to the card issuer and a debtor with respect to the accredited merchant, in accordance with the rules of the payment scheme. The acquirer receives the transaction details from the merchant’s terminal, passes them to the card issuer for authorization via the payment scheme, and completes the processing of the transaction. The acquirer arranges settlement of the transaction and credits the merchant’s bank account with the funds in accordance with its service agreement with the merchant. The acquirer also processes any chargebacks that may be received via the card issuer regarding consumer transactions with merchants. The relationship between the acquirer and the merchant is governed by an accreditation agreement, which contains clauses about operational transaction rules, payment of fees and tariffs, confidentiality, intellectual property, prevention of money laundering and combating the financing of terrorism, use of brand and securitization of receivables. Brazilian acquirers include GetNet, Stone, Rede and Cielo.

• “ANBIMA” means the Brazilian Financial and Capital Markets Association (Associação Brasileira dos Mercados Financeiro e de Capitais), a trade association of participants in the Brazilian financial market that, among other activities, publishes certain statistics regarding the Brazilian financial and capital markets.

• “APIs” means application programming interfaces, a set of clearly defined methods of communication between different software components that enables developers and resellers to create apps that can easily connect and integrate with our platform.

• “API calls” means requests by one software system to another to retrieve or send data. In the context of our operations, API calls represent the number of times our systems interact with third-party systems to authorize payment transactions through our Account Aggregator infrastructure.

• “Applicable Anticorruption Laws” includes any laws, decrees or regulations aimed at preventing and combating corruption, administrative misconduct, fraud, bribery, money laundering and conflict of interests including, without limitation, Brazilian Federal Law No. 12,846/2013, Brazilian Federal Decree No. 11,129/2022, Brazilian Federal Law No. 14,230/2021, Brazilian Federal Law No. 14,133/21, Brazilian Federal Law No. 9,613/1998, the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997, the UK Bribery Act (UKBA) or any other applicable laws, whether domestic or foreign.

• “BNPL” means buy now, pay later, which is a short-term loan product made available for certain PicPay consumers as a source of funding for purchases or other transactions in our ecosystem.

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• “boleto” (bank slips) means a printable document issued by merchants that is used to make payments in Brazil. Boletos can be used to pay bills for products or services, utilities or taxes. Each boleto refers to a specific merchant and consumer transaction, and includes the merchant’s name, consumer information, expiration date and total amount due, plus a serial number that identifies the account to be credited and a barcode to enable the document to be read and processed by a Brazilian ATM, as well as by the mobile apps of many Brazilian banks. A boleto can be paid in cash at a bank teller, at an ATM or by bank transfer. Our payment platform can be used by our consumers to pay boletos.

• “Brazil” means the Federative Republic of Brazil.

• “Brazilian government” means the federal government of Brazil.

• “Brazilian real,” “Brazilian reais,” “real,” “reais” or “R$” means the Brazilian real, the official currency of Brazil.

• “Brazilian Central Bank” means the Banco Central do Brasil.

• “CAGR” means compound annual growth rate. CAGR is equal to the final amount divided by the initial amount, raised to the power of 1 divided by the number of years minus one and multiplied by 100 to convert the result to a percentage. Our historical growth rates do not guarantee future results, levels of activity, performance or achievements.

• “cardholder” means a holder (either an individual or an entity) for a credit or prepaid card. The cardholder may use the card at any merchant accredited by an acquirer or sub-acquirer for the acceptance of that type of card.

• “card brand” means the name of the payment scheme settlor that is printed on the issued branded credit and/or prepaid cards (for example, Mastercard, American Express and Visa).

• “card issuer” means a payment institution or a financial institution that acts as issuer of cards and administrator of prepaid/postpaid payment accounts or deposit accounts operated by such institutions in a certain payment scheme and that meets the brand qualification requirements to issue branded credit and/or prepaid cards. Card issuers are also responsible for collecting amounts spent with branded credit and/or prepaid cards from cardholders.

• “cash-in” means to add funds to the balance of a digital wallet account from outside our platform via transfers from other financial institutions (wire transfers), including via the Brazilian Central Bank’s instant payment system (Pix), via boleto (bank slip), through the receipt of funds via P2P payments, payroll portability, contracting loans or pulling funds from other banks in app through Open Finance (PicPay operating as a payment initiator).

• “cash-out” means to remove funds from a digital wallet account on our platform via transfers to other financial institutions (wire transfers), including via the Brazilian Central Bank’s instant payment system (Pix), PicPay prepaid card or cash withdrawal.

• “CDB” means Certificate of Bank Deposit (Certificado de Depósito Bancário), which is a fixed income security that represents a loan a consumer makes to the financial institution. The financial institution subsequently remunerates the consumer with interest on the amount invested.

• “CDI rate” means the Brazilian interbank deposit (certificado de depósito interbancário) rate, which is an average of interbank overnight deposit interest rates in Brazil.

• “chargeback” means a claim where the consumer requests a reversal of the transaction amount from the card issuer on the basis of a commercial claim (for example, if the goods are not delivered, or are delivered damaged), fraud or error.

• “CMN” means the Brazilian National Monetary Council (Conselho Monetário Nacional).

• “CNSP” means the National Private Insurance Council (Conselho Nacional de Seguros Privados).

• “Consumer Acquisition Costs” means the sum of marketing expenses such as performance media and member-get-member (MGM) expenses.

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• “cohort” means a selected group of consumers that we follow over time to analyze their behavior from different perspectives, such as retention and engagement.

• “CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

• “deposits” mean the balance of the payment account and/or piggy banks (cofrinhos) held by consumers that have a payment account on our platform.

• “digital wallet” means the tools and services made available to users of the PicPay app in connection with the payment services offered by PicPay.

• “digital wallet account” means the payment account made available to consumers and merchants in connection with the payment services offered by PicPay.

• “digital wallet business” means our business in connection with our digital wallet product.

• “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

• “e-wallet” means an online prepaid payment account (conta de pagamento pré-paga) available to users of the PicPay app mainly used for e-commerce payments.

• “FGTS” means the Severance Indemnity Fund for Employees in Brazil (Fundo de Garantia do Tempo e Serviço). Under current legislation, employees in Brazil can opt to receive part of their FGTS on an annual birthday basis and/or in specific situations, such as dismissal without just cause, retirement, acquiring a home or serious illnesses.

• “FGTS loans” means loans made through our app under which consumers can drawdown in advance up to seven annual payments of their FGTS. We receive repayment of these installments and interest directly from the FGTS.

• “FIDC” means a Receivables Investment Fund (Fundo de Investimento em Direitos Creditórios), an investment fund legal structure established under Brazilian law designed specifically for investing in credit rights receivables. FIDCs (and quotas representing interests therein) are regulated by the rules and regulations of the CMN and the CVM; in particular Resolution No. 2,907/01 of the CMN, and CVM Resolution No. 175/2, as amended from time to time.

• “Financial institution partners” means partner financial services entities that are integrated into our app to distribute their products and services to our consumers.

• “Financial transaction” means any payment, transfer, cash-in or cash-out in our ecosystem. It includes, without limitation: (1) P2P and P2M payments, bill payment (including boleto and utility bills) and purchases at the PicPay Shop or financial marketplace using our app or the PicPay Card; (2) money transfers between accounts; (3) any kind of cash-in, including via wire transfer from financial institutions, boletos, PicPay Cards or any credit card issued by other financial institutions, or loans issued by PicPay or third-party partners; and (4) any kind of cash-out, including via wire transfer to other institutions or cash withdrawals.

• “GMV” means gross merchandise volume, which is the total amount of sales from the PicPay Shop, including all taxes, fees and shipping costs.

• “IBGE” means the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística).

• “Income leverage ratio” means the credit limit exposure of each consumer cohort over their monthly income.

• “interchange fee” means a fee paid to the card issuer for transactions established in the scope of a payment scheme.

• “JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

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• “licensed merchants” means merchants that can receive payments through POS devices registered with our partner-acquirers. We have entered into agreements with the Brazilian acquirers GetNet, Stone, Rede and Cielo.

• “lifetime value” or “LTV” is an estimate of the average revenue that a consumer will generate over their lifetime.

• “merchant” means any entity or organization that accepts electronic payment transactions for the payment of goods or services.

• “merchant discount rate” or “MDR” means the fee or commission paid by merchants to acquirers or sub-acquirers for the service of capturing, processing, transmitting and settling transactions. The merchant discount rate is applied to the value of each cardholder’s transaction and includes the interchange fee.

• “monthly active consumer” means a consumer who has opened our app at least once and/or made a financial transaction and/or generated revenues during the preceding month. Accounts that were voluntarily closed during the preceding month are included in the calculation of total active consumers.

• “non-earmarked credit operations” correspond to loans and financing contracts agreed with all terms, including interest rates, freely negotiated between financial institutions and borrowers.

• “NPL” corresponds to non-performing loans, which means loans that are in default because the borrower has not made a scheduled payment for a specified period.

• “NPL over 90 days” corresponds to the balance overdue by more than 90 days divided by the total credit portfolio.

• “Open Banking” means the exchange of data and services between financial institutions and third-party providers.

• “Open Finance” means the sharing of data, products and services between regulated entities, such as financial institutions, payment institutions and other entities licensed by the Brazilian Central Bank, at the consumer’s discretion, in connection with individuals’ or legal entities’ own data. Open Finance is an extension of Open Banking, going beyond the scope of data and services available at consumers’ banks, covering the entire financial footprint. The ultimate goal of the implementation of an open finance environment is to enhance the efficiency in credit and payments markets through the promotion of a more inclusive and competitive business environment, as well as preserving the safety of the National Financial System (Sistema Financeiro Nacional).

• “open platform” means a flexible platform that is open to be integrated to any external entity who complies with the platform’s terms of use.

• “P2M” means person-to-merchant. We offer P2M payment solutions to our consumers. A P2M transaction occurs when a consumer pays an offline or online business affiliated with our PicPay network via QR Code, Pix or e-wallet or via licensed merchants.

• “P2P” means peer-to-peer or person-to-person. We offer P2P solutions to our consumers. A P2P transaction is a closed loop (origin and destination of the transaction are PicPay accounts), and it occurs when a consumer makes an electronic currency and instant transfer or payment to another person through an app.

• “payment institution” means a legal entity (instituição de pagamento) that participates in one or more payment schemes and is dedicated to executing, as its principal or ancillary activity, those payment services described in Article 6, item III, of Brazilian Federal Law No. 12,865/13 to cardholders or merchants, including those activities related to the provision of payment services. Specifically, based on current regulations, the Brazilian Central Bank (BCB) has opted to narrow the definition of payment institutions as set out in Brazilian Federal Law No. 12,865/13 to include only those entities that can be classified into one of the following four categories, according to Article 3 of BCB Resolution 80/2021: (1) issuer of electronic currency (prepaid payment instruments); (2) issuer of post-paid payment instruments (e.g. credit cards); (3) acquirers; and (4) payment initiator service provider (PISP).

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• “payment scheme” means the collection of rules and procedures that govern payment services provided to the public, with direct access by its end consumers (i.e., payers and receivers). These payment services must be accepted by more than one receiver in order to qualify as a payment scheme. A payment scheme is established by and operated by a payment scheme settlor.

• “payment scheme settlor” means the entity responsible for the functioning of a payment scheme, for the associated card brand and for the authorization of card issuers and acquirers to participate in the payment scheme. Mastercard and Visa are major payment scheme settlors globally, including Brazil.

• “payment initiator” means the entity licensed by the Brazilian Central Bank, which enables consumers to access and transact in app, transferring funds from other bank accounts or digital wallets.

• “payroll portability” means the ability of consumers to receive their salary in the financial or payment institution of their choice.

• “PicPay Card” means our combo prepaid and credit card (i.e., the Banco Original issued co-branded credit cards that our customers have been able to contract through our app since 2020), which was transferred to PicPay from Banco Original in January 2024.

• “PicPay Card TPV” means the total payment volume generated from transactions made with our PicPay Card.

• “PicPay’s payment network” means our responsibility for processing electronic payments between consumers and businesses through our payment acceptance solutions, such as QR Code, POS terminals, payment links, among others.

• “PicPay Shop” means our open e-Commerce platform that allows businesses to offer a wide range of products and services to our consumer base, including online shopping in-app or through our affiliate model that directs our consumers to our partners’ websites, including Amazon, Shopee, AliExpress.

• “Pix” means the instant payments system launched by the Brazilian Central Bank in 2020, enabling consumers to make and receive instant payments and transfer funds to any bank or payment domicile instantaneously at any time.

• “Pix Credit” means the tool available in the PicPay app that enables users to make an instant payment Pix transaction financed by their credit card, including in installments, registered with the PicPay app.

• “Pix Credit TPV” means the TPV from our Pix Credit product.

• “Pix key” means a key that every consumer that makes and receives instant payments and transfer funds to any bank or payment domicile instantaneously at any time, needs to register. This “Pix key” is linked to the consumer’s account and can be the consumer’s mobile number, email address, social security number or a random password. According to the Brazilian Central Bank, consumers can have a limited number of five keys per account, while businesses can register up to 20 keys per account.

• “PNAD” means National Household Sample Survey, which is a survey conducted annually by IBGE, which provides information on the insertion of the population in the labor market, associated with education and demographic characteristics, as well as for the study of socioeconomic development of Brazil.

• “POS” means a point of sale (merchant) where a transaction is completed.

• “POS device” means a device used to execute a card transaction, commonly known in Brazil as “maquininha.” POS devices registered with our partner-acquirers may also receive payments from the PicPay app via QR Code. In January 2021, we entered into agreements with the acquirers GetNet, Stone, Rede and Cielo to execute card transactions using their POS devices.

• “Principality” is the term we use to describe when PicPay becomes the primary financial services platform for its consumers.

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• “public payroll loan” means a loan for which the payments and interest are discounted either directly from the consumer’s salary from the payroll of a government body or from their government pension or other benefit payments (empréstimo consignado).

• “QR Code” means Quick Response Code, which is an image that stores information, analogous to a two-dimensional bar code.

• “quarterly active business” means a business who has opened our app at least once and/or made a financial transaction and/or generated revenues during the preceding three-month period. Accounts that were voluntarily closed during the preceding three-month period are included in the calculation of total active business.

• “quarterly active client” means a client, which can be an individual or a business, who has opened our app at least once and/or made a financial transaction and/or generated revenues during the preceding three-month period. Accounts that were voluntarily closed during the preceding three-month period are included in the calculation of total active clients.

• “quarterly active consumer” means a consumer who has opened our app at least once and/or made a financial transaction and/or generated revenues during the preceding three-month period. Accounts that were voluntarily closed during the preceding three-month period are included in the calculation of total active consumers.

• “quarterly average cost to serve per quarterly active client” means the sum of transaction expenses, technology expenses, marketing expenses (excluding customer acquisition expenses), personnel expenses and administrative expenses, divided by the average number of quarterly active clients during the period. The average number of quarterly active clients is defined as the average of the number of quarterly active clients on the end date of the immediately prior three-month period and the number of quarterly active clients on the end date of the current three-month period. We exclude credit loss allowance expenses from this definition because these expenses comprise the cost of risk related to our credit operations, which means the expected losses in connection with the likelihood that our consumers default on their credit obligations to us. We exclude these expenses due to our focus on measuring our operational efficiency in terms of unitary costs of our transaction activities and other expenses related to the maintenance of our daily activities, such as personnel and technology expenses. Moreover, only a small portion of our active consumers have our own credit products; and, therefore, we believe that credit loss allowance expenses should not be included in the calculation of quarterly average cost to serve per quarterly active client, which includes all of our active consumers.

• “quarterly average revenue per quarterly active client” or “Quarterly ARPAC” means the total quarterly revenue and financial income of clients divided by the average number of quarterly active clients during the period. The average number of quarterly active clients is defined as the average of the number of quarterly active clients on the end date of the immediately prior three-month period and the number of quarterly active clients on the end date of the current three-month period.

• “quotas” means equity securities (similar to shares or units) in limited liability companies (sociedade limitada) formed under the laws of Brazil. Quotas represent the amount in money, credits, rights or assets the quotaholders contributed when forming the company or that the quotaholder subsequently contributed or that the company otherwise accumulated. Each quotaholder’s liability is limited to the equity amount of its respective quotas.

• “secured loans” or “collateralized loans” include FGTS loans and payroll loans, together with loans secured by a specific form of collateral, including physical assets, such as property and vehicles, or liquid assets, such as cash.

• “Securities Act” means the United States Securities Act of 1933, as amended.

• “SELIC” means the interest rate established by the Brazilian Special Clearance and Custody System (Sistema Especial de Liquidação e Custódia).

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• “sub-acquirer” means an entity that: (1) provides the service of accreditation of receivers (usually merchants) for the acceptance of payment instruments issued by a payment institution or financial institution participating in the same payment scheme; and (2) participates in the settlement process of payment transactions as a creditor with respect to the acquirer and a debtor with respect to the accredited merchant, in accordance with the rules of the payment scheme. Sub-acquirers act as intermediaries between acquirers and merchants, and also can be a payment institution which manages payment accounts.

• “SMB TPV” means the total payment volume related to our business ecosystem. It considers payment volume from QR Code, e-wallet transactions, Pix transactions received and made by businesses in our app, payment links, PoS Terminals, as well as all payment volume transacted with third-party credit cards on the PicPay app (mainly P2P, Pix and bill payments), which are processed by our merchant acquiring platform.

• “SMEs” means small and medium-sized enterprises.

• “SUSEP” means the Superintendence of Private Insurance (Superintendência de Seguros Privados).

• “total payment volume” or “TPV” means the aggregate amount of payments on-us (payments inside the PicPay ecosystem) and PicPay Card payments off-us (outside the PicPay ecosystem), outbound transfers (sending money) and cash-out, net of reversals, successfully completed on our platform.

• “unitary margin” means the contribution margin per consumer, which is the incremental result we generate from our consumers after deducting the costs we incur from their transactions on a cumulative basis.

• “U.S. dollar,” “U.S. dollars” or “US$” means U.S. dollars, the official currency of the United States.

• “Wallet and Banking TPV” means the total payment volume generated from our wallet and banking product (P2P, cash-out Pix, bill payment, money withdrawal, wire transfers and international remittance & exchange).

• “YoY growth” means the percentage of change in a financial or operational metric compared to the same period in the previous year.

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Presentation of Financial and Other Information

Financial Statements

PicPay Netherlands, the company whose Class A common shares are being offered in this prospectus, was incorporated on December 27, 2023, as a private limited liability company under Dutch law, with its corporate seat in Amsterdam, the Netherlands, with the name “Picpay Holdings Netherlands B.V.” Prior to the closing of this offering, the issuer will be converted into a public limited liability company under Dutch law with the name “PicS N.V.”

Effective as of December 30, 2023, J&F International, at that time the beneficial holder of 100% of the Class B common shares of PicS Ltd. (representing 99.615% of the total issued and outstanding common shares of PicS Ltd.), contributed the beneficial entitlement to these common shares to PicPay Netherlands, by way of a share premium contribution on the shares in the capital of PicPay Netherlands. The legal transfer of the Class B common shares of PicS Ltd. to PicPay Netherlands was effected on March 14, 2024. As of the date of this prospectus, PicPay Netherlands directly holds 100% of the Class B common shares of PicS Ltd. (representing 99.615% of the total issued and outstanding common shares of PicS Ltd.) and indirectly owns the beneficial entitlement to 100% of the Class A common shares of PicS Ltd. (representing 0.385% of the total issued and outstanding common shares of PicS Ltd.). Prior to the contribution of PicS Ltd. shares to PicPay Netherlands, PicPay Netherlands had not commenced operations and had only nominal assets and liabilities and no material contingent liabilities or commitments.

We present in this prospectus:

• the unaudited condensed consolidated interim financial statements of PicPay Netherlands (successor of PicS Ltd.) as of September 30, 2025, and for the three months and the nine months ended September 30, 2025 and 2024, including the notes thereto, which we refer to herein as our “unaudited condensed consolidated interim financial statements;” and

• the audited consolidated financial statements of PicPay Netherlands (successor of PicS Ltd.) as of and for the years ended December 31, 2024, and 2023, including the notes thereto, which we refer to herein as our “audited consolidated financial statements.”

All references herein to our “consolidated financial statements” are to both our audited consolidated financial statements and our unaudited condensed consolidated interim financial statements. Our results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results of operations that may be expected for the entire year ended December 31, 2025, or any other period.

Our audited consolidated financial statements were prepared in accordance with International Financial Reporting Standards Accounting Standards, or “IFRS Accounting Standards,” as issued by the International Accounting Standards Board, or “IASB.” Our unaudited condensed consolidated interim financial statements were prepared in accordance with IAS 34 — Interim Financial Reporting as issued by the IASB, or “IAS 34.”

We maintain our books and records in Brazilian reais, the presentation currency for our financial statements and also our functional currency. Unless otherwise noted, our financial information presented herein is stated in Brazilian reais, our reporting currency.

This financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

Our fiscal year ends on December 31. References in this prospectus to a fiscal year, such as “fiscal year 2024,” relate to our fiscal year ended December 31 of that calendar year. Our consolidated financial statements have been reissued to reflect a change in reportable segments subsequent to the previously issued December 31, 2024, consolidated financial statements. For more information, see note 31 to our audited consolidated financial statements included elsewhere in this prospectus.

During the third quarter of 2025, specifically effective as of September 8, 2025, we changed our internal reporting structure whereby “Wallet and Banking” and “Financial Services” segments are now reported on a combined basis as a single operating segment denominated as Consumer Banking. This change reflects a realignment of our internal reporting process and decision-making framework, where information on the combined retail customer business is now reviewed and managed on a unified basis by our VP/Head of Consumer Banking in a manner that affects how

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our Chief Operating Decision Maker (CODM) reviews operating results and makes decisions about resources to be allocated to our segments. This restructuring consolidates our operations into a single line of business focused on individual customers, ensuring consistency with our current management and governance framework. Our other operating segments (Small and Medium-Sized Businesses, Audiences and Ecosystem Integration, and Institutional) remained unchanged.

Corporate Events

Liga Invest Acquisition

On January 23, 2023, J&F Participações transferred all of its shares in Liga Invest Distribuidora de Títulos e Valores Mobiliários Ltda., or “Liga Invest,” a brokerage firm and securities dealer, to PicPay Brazil for R$27.4 million. As a result of this transaction, Liga Invest became a wholly-owned subsidiary of PicPay Brazil. On January 24, 2023, PicPay Brazil made a capital contribution of R$25.0 million to Liga Invest in exchange for 25,000,000 common shares of Liga Invest. On May 3, 2023, Liga Invest changed its name to PicPay Invest Distribuidora de Títulos e Valores Mobiliários Ltda.

BX Acquisition

On February 2, 2023, our subsidiary Guiabolso acquired all of the quotas in BX Negócios Inteligentes Ltda., or “BX” (also known as BX Blue), from BX Business LLC. The purchase price was R$9.5 million with earn-out consideration in an amount equal to 25% of BX’s future net profit for each of the years in the five-year period ending December 31, 2027, up to a maximum amount of R$70.0 million, subject to certain terms and conditions. BX is active in the Brazilian public payroll loan market and business process outsourcing for back-office payroll loans.

Transfer of Banco Original Retail Business

In 2023, J&F Participações announced its plan to integrate Banco Original’s retail operations with PicPay, allowing both companies to focus on their respective strengths (PicPay in retail and Banco Original in wholesale, corporate and agribusiness). This is expected to allow each company to focus on its core businesses while benefiting from operational and financial synergies. The integration of Banco Original’s retail operations began with the transfer of its personal checking accounts and associated assets to the PicPay platform in July 2023. We also began originating personal loans in October 2023, and the PicPay credit card portfolio was transferred to PicPay from Banco Original in January 2024, fully internalizing our credit card operations at the start of 2024.

For more information, see “Business — Our History — Recent Acquisitions and Corporate Transactions” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Principal Factors Affecting our Financial Condition and Results of Operations — Acquisitions and New Lines of Business and Other Developments.”

J&F Corporate Transactions

Between June 28, 2024, and September 23, 2025, over a number of transactions, J&F Participações and J&F International made several investments in PicS Holding and PicPay Netherlands. For more information, see “Description of Share Capital — Share Capital — History of Share Capital.”

Kovr Acquisition

On September 19, 2025, we entered into an equity purchase agreement for the acquisition of shares representing 100% of the total share capital of Kovr Participações S.A. and as a consequence, the acquisition of its subsidiaries (including Kovr Seguradora S.A., Kovr Previdência S.A. and Kovr Capitalização S.A.) (collectively “Kovr”) from its controlling shareholders Thiago Coelho Leão de Moura, Eduardo Viegas Silva, Rrennó Participações Ltda. and Renato Agrícola Rennó, and quotas representing 53% of the total share capital of Estrutural from its controlling quotaholders Katia Regina Nigri Zendron Viegas, Marina Peres Leão de Moura, and Sarah Grawer Rennó. We were also granted an option to purchase the remaining 47% of Estrutural’s total share capital. Kovr Participações S.A. is a full-service digital insurance company that offers services for multiple partners, with products such as affinity, surety, life, financial lines, among others. Estrutural is specialized in the operation of major company’s captive insurances. The completion of this transaction is conditioned on the approval of CADE and SUSEP. Furthermore, the sellers

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of Kovr acquired the majority of their interest in Kovr from a subsidiary of Banco Master S.A. (“Banco Master”) a short time before we entered into the agreement to acquire Kovr. Banco Master is currently undergoing extrajudicial liquidation. For additional information, see “Summary — The Kovr Acquisition” and “Risk Factors — Risks Relating to Our Business and Industry — Any acquisitions, partnerships, joint ventures or divestitures that we consummate, such as the Guiabolso acquisition, the BX acquisition and the Kovr Acquisition, could disrupt our business and harm our financial condition.”

Financial Information in U.S. Dollars

For the sole convenience of the reader, certain amounts originally expressed in reais and included in this prospectus have been translated into U.S. dollars. Such translations should not be construed as statements or representations that the amounts in question actually correspond to the amount indicated in U.S. dollars, nor that they could be converted into U.S. dollars at exchange rate referred to herein or at any other applicable rate. Unless otherwise stated, conversions from reais into U.S. dollars have been made at the rate of R$5.3186 per US$1.00, corresponding to the commercial selling rate for U.S. dollars in effect on September 30, 2025, as reported by BACEN.

Non-IFRS Accounting Standards Measures

This prospectus presents our: (1) Adjusted Gross Profit; (2) Adjusted Profit Before Income Taxes; (3) Adjusted Profit; (4) Net Interest Income (NII); (5) Net Interest Margin After Losses (NIMAL); (6) Quarterly Annualized Net Interest Income (QANII); (7) Quarterly Annualized Net Interest Margin (QANIM); (8) Efficiency Ratio; (9) Annual Return on Equity; and (10) the last twelve-month (“LTM”) Return on Equity, which are Non-IFRS Accounting Standards measures. A Non-IFRS Accounting Standards measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS Accounting Standards measure.

Adjusted Gross Profit

Our management believes that Adjusted Gross Profit, along with comparable IFRS Accounting Standards measures, provide useful information to potential investors, financial analysts, and the public in their review of our ability to generate revenue while managing direct expenses associated with generating such revenue. Therefore, Adjusted Gross Profit includes only variable expenses, which fluctuate with payment and lending volume levels and with the sale of our products and services. Such variable expenses that compose our gross margins and are directly related to our revenue generation include the following: (1) transaction expenses, which includes processing fees, risk prevention expenses, PicPay card costs, chargeback, operating losses, and others; (2) interest and other financial expenses, which includes bank fees, cost of funding, and others; and (3) credit loss allowance expenses.

Our management believes that Adjusted Gross Profit provides an indication of our profitability before indirect expenses are taken into consideration and may indicate when our Company may need to adjust pricing or reduce expenses to improve our profitability. Our management believes that Adjusted Gross Profit is an important financial performance measure to potential investors, financial analysts, and the public in general to compare us with our main competitors, such as fintechs and digital banks. Our management uses Adjusted Gross Profit, along with comparable IFRS Accounting Standards measures, in evaluating our operating performance. However, Adjusted Gross Profit is not a measure under IFRS Accounting Standards and should not be considered as a substitute for profit before taxes for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards.

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Adjusted Gross Profit is not intended to represent funds available for dividends or other discretionary uses by us because those funds are required for debt service, capital expenditures, working capital needs and other commitments and contingencies.

For a reconciliation of Adjusted Gross Profit to profit before income taxes, see “Summary Financial and Other Information — Other Financial Data.”

Adjusted Profit Before Income Taxes

We calculate Adjusted Profit Before Income Taxes as our profit before income taxes, adjusted to include or exclude certain non-recurring and/or non-cash items of income and expense, such as: (i) initial recognition of share-based long-term incentive plan expenses; and (ii) expenses related to one-time provision for contingencies. Our management believes this measure, along with comparable IFRS Accounting Standards measures, provides a meaningful view of our underlying operating performance. However, Adjusted Profit Before Taxes is not a measure under IFRS Accounting Standards and should not be considered as a substitute for profit before taxes for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards.

Adjusted Profit for the Period/Year

We calculate Adjusted Profit for the Period/Year as our profit for the period/year, adjusted to include or exclude certain non-recurring and/or non-cash items of income and expense, such as: (i) initial recognition of share-based long-term incentive plan expenses; (ii) expenses related to one-time provision for contingencies; and (iii) initial recognition of certain tax assets. Our management believes this measure, along with comparable IFRS Accounting Standards measures, provides meaningful view of our underlying operating performance. However, Adjusted Profit for the Period/Year is not a measure under IFRS Accounting Standards and should not be considered as a substitute for profit for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards.

Net Interest Income (NII) and Net Interest Margin After Losses (NIMAL)

We calculate Net Interest Income (NII) as financial income less interest and other financial expenses. We calculate Net Interest Margin After Losses (NIMAL) as Net Interest Income less the credit loss allowance. Net Interest Income and Net Interest Margin After Losses are not measures under IFRS Accounting Standards and should not be considered as substitutes for financial income for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards.

Our management believes that Net Interest Income and Net Interest Margin After Losses, along with comparable IFRS Accounting Standards measures, provide useful information to potential investors, financial analysts, and the public in assessing the earnings generated by our credit operations. Our management uses Net Interest Income and Net Interest Margin After Losses, along with comparable IFRS Accounting Standards measures, to evaluate our performance on our core business of lending and borrowing, as it reflects the spread between the interest earned on loans and the interest paid on deposits.

For a reconciliation of Net Interest Income and Net Interest Margin After Losses to profit before income taxes, see “Summary Financial and Other Information — Other Financial Data.”

Quarterly Annualized Net Interest Income (QANII) and Quarterly Annualized Net Interest Margin (QANIM)

We calculate Quarterly Annualized Net Interest Income (QANII) as the NII for the three months ended September 30, 2025, multiplied by four.

We calculate Quarterly Annualized Net Interest Margin (QANIM) as Quarterly Annualized Net Interest Income (QANII) divided by the sum of the following balance sheet metrics: (i) cash and cash equivalents; (ii) financial assets at fair value through profit or loss; (iii) financial assets at fair value through other comprehensive income, or OCI; (iv) interest-earning portfolio; (v) other receivables; and (vi) other financial assets at amortized cost. The average of the aforementioned balance sheet metrics is the sum of such metrics as of June 30, 2025, and as of September 30, 2025, divided by two. We consider Quarterly Annualized Net Interest Income (QANII) to be a performance measure.

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Our management believes that Quarterly Annualized Net Interest Income (QANII) and Quarterly Annualized Net Interest Margin (QANIM), along with comparable IFRS Accounting Standards measures, provide useful information to potential investors, financial analysts, and the public in assessing the earnings generated by our credit operations. Our management uses Quarterly Annualized Net Interest Income (QANII) and Quarterly Annualized Net Interest Margin (QANIM), along with comparable IFRS Accounting Standards measures, to evaluate our performance on our core business of lending and borrowing, as it reflects the spread between the interest earned on loans and the interest paid on deposits.

However, Quarterly Annualized Net Interest Income (QANII) and Quarterly Annualized Net Interest Margin (QANIM) are not measures under IFRS Accounting Standards and should not be considered as substitutes for the financial income for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards.

For a reconciliation of Quarterly Annualized Net Interest Income (QANII) and Quarterly Annualized Net Interest Margin (QANIM) to financial income, see “Summary Financial and Other Information — Other Financial Data.”

Efficiency Ratio

Our management believes that Efficiency Ratio, along with comparable IFRS Accounting Standards measures, provide useful information to potential investors, financial analysts, and the public in assessing our operational performance, cost management effectiveness and overall profitability relative to our peers. Our management uses Efficiency Ratio, along with comparable IFRS Accounting Standards measures, to evaluate our ability to manage operating expenses relative to revenue and to monitor our overall operational efficiency.

However, Efficiency Ratio is not a measure under IFRS Accounting Standards and should not be considered a substitute for any revenue or expense measure determined in accordance with IFRS Accounting Standards.

For a reconciliation of our Efficiency Ratio, see “Summary Financial and Other Information — Other Financial Data.”

Annual Return on Equity and LTM Return on Equity

We calculate Annual Return on Equity as our profit for the year divided by the average equity for the year. The average equity for the year is defined as the average of equity on the year-end date of the immediately prior year and the equity on the year-end date of the current year. For the year ended December 31, 2024, the average of equity consists of the sum of equity as of December 31, 2024 and December 31, 2023 divided by two. For the year ended December 31, 2023, the average of equity consists of the sum of equity as of December 31, 2023 and December 31, 2022 divided by two. We calculate the last twelve-month (“LTM”) Return on Equity as the profit for the period for the last twelve months divided by the average equity for the period. For the last twelve-month period ended September 30, 2025, we consider the sum of profit for the year ended December 31, 2024, plus the nine-month period ended September 30, 2025 minus the nine-month period ended September 30, 2024, divided by the average equity for the period, which consists of the sum of equity as of September 30, 2024 and September 30, 2025, divided by two. For the last twelve-month period ended September 30, 2024, we consider the sum of profit for the year ended December 31, 2023, plus the nine-month period ended September 30, 2024 minus the nine-month period ended September 30, 2023, divided by the average equity for the period, which consists of the sum of equity as of September 30, 2023 and September 30, 2024, divided by two.

Our management uses Annual Return on Equity and LTM Return on Equity, along with comparable IFRS Accounting Standards measures, to evaluate our ability to earn profit from our equity. However, Annual Return on Equity and LTM Return on Equity are not measures under IFRS Accounting Standards and should not be considered as substitutes for profit (loss) for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards. For a reconciliation of our Annual Return on Equity and LTM Return on Equity, see “Summary Financial and Other Information — Other Financial Data.”

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Key Performance Indicators

In connection with our management’s analysis of our ongoing business operations, including comparing our performance with that of our competitors, our management uses certain indicators to measure our performance, including our: (1) total accounts; (2) number of quarterly active clients; (3) deposits; (4) total payment volume (TPV); (5) total cash-in; (6) quarterly average revenue per quarterly active client (ARPAC); (7) quarterly average cost to serve per quarterly active client (CTS); (8) Wallet and Banking TPV; (9) PicPay Card TPV; (10) Own and Third-Party Loan Originations; (11) Total Credit Portfolio; and (12) SMB TPV. For more information about our key performance indicators, see “Summary Financial and Other Information — Operating Data.”

Total Accounts

We define total accounts as the number of PicPay accounts opened by individuals, excluding accounts that have been charged-off, blocked or voluntarily closed by our consumers. Our management uses total accounts data to measure the growth of our brand and to evaluate our market positioning as a financial institution among our main competitors.

Number of Quarterly Active Clients

We define a quarterly active client as a client who has opened our app at least once and/or made a financial transaction and/or generated revenues during the preceding three-month period. Accounts that were voluntarily closed during the preceding three-month period are included in the calculation of total quarterly active clients. Quarterly active clients have not necessarily engaged in any financial transactions, and may have simply viewed their balances or opened our app. Our management uses quarterly active client data to gauge client engagement with our platform. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

Deposits

We define deposits as the balance of the payment account, CDBs below and above 30 days of maturity, fixed-term CDBs offered by our PicPay Invest platform, and piggy banks (cofrinhos) held by consumers on our platform. Additionally, deposits also include CDBs distributed through third-party platforms. These amounts are recognized in our consolidated statement of financial position as “financial liabilities measured at amortized cost — third party funds.” These consumers earn interest on their balances and are able to conduct transactions with greater ease. Our management uses deposits data to identify consumers who maintain a balance in their accounts. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

Total Payment Volume (TPV)

We define total payment volume, or “TPV,” as the aggregate amount of payments, outbound transfers (sending money) and cash-out, net of reversals, successfully completed on our platform. TPV represents the total amount of payments that pass through our ecosystem, and we generate revenue from certain payment transactions as a percentage of TPV. Our management uses TPV to measure the evolution of the products contracted within our ecosystem. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

Total Cash-In

We define total cash-in as total cash inflows into our digital wallet. To “cash in” means to add funds to the balance of a digital wallet account from outside our platform via transfers from other financial institutions (wire transfers), including via the Brazilian Central Bank’s instant payment system (Pix), via boleto (bank slip), through the receipt of funds via P2P payments, payroll portability, contracting loans or pulling funds from other banks in app through Open Finance (PicPay operating as a payment initiator). Our management uses total cash-in to measure the total money inflow into our ecosystem, which brings us insights about our consumers’ engagement as they are adding more funds to their digital wallet to make transactions. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

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Quarterly Average Revenue per Quarterly Active Client (ARPAC)

We define quarterly average revenue per quarterly active client, or “ARPAC,” as the total quarterly revenue and financial income of consumers divided by the average number of quarterly active clients during this period. The average number of quarterly active clients is defined as the average of the number of quarterly active clients on the end date of the immediately prior three-month period and the number of quarterly active clients on the end date of the current three-month period. Our management uses ARPAC to measure the financial evolution per quarterly active client. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

Quarterly Average Cost to Serve per Quarterly Active Client (CTS)

We define quarterly average cost to serve per quarterly active client, or “CTS,” as the sum of transaction expenses, technology expenses, marketing expenses (excluding customer acquisition expenses), personnel expenses and administrative expenses during the applicable three-month period divided by the average number of quarterly active clients during the applicable three-month period. The average number of quarterly active clients is defined as the average of the number of quarterly active clients on the end date of the immediately prior three-month period and the number of quarterly active clients on the end date of the current three-month period. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

We believe that CTS is a useful performance indicator to investors because it reflects our efficiency in managing costs and operational expenses per active client on our platform as we scale our businesses and generate positive operating leverage. Our management uses CTS to monitor our operational efficiency.

Wallet and Banking TPV

We define Wallet and Banking TPV as the total payment volume generated from our wallet and banking product (P2P, Pix, bill payment, money withdrawal, wire transfers and international remittance & exchange). Our management uses Wallet and Banking TPV to measure the evolution of our wallet and banking product within our ecosystem. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

PicPay Card TPV

We define PicPay Card TPV as the total payment volume generated from transactions made with our PicPay Card. Our management uses PicPay Card TPV to measure the evolution of the PicPay Card within our ecosystem. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

Own and Third-Party Loan Originations

We define Own and Third-Party Loan Originations as loans we originate in our app. The loans we originate include personal loans, FGTS loans, public payroll loans, P2P lending and auto-secured loans. Prior to October 2023, all of the loans originated in our financial marketplace were “off-balance” and financed by other entities connected in our platform (i.e., we acted as an agent for other financial services providers). Beginning in October 2023, we began to originate personal and FGTS loans “on-balance” for certain consumers who meet our credit performance criteria. Our management uses own and third-party loan originations to measure the evolution of our multi-funding strategy within our ecosystem, which involves the distribution of loan products from third-party financial partners and credit origination on balance for some specific and strategic products, offering secured and unsecured loans, and balancing profitability and risk costs. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

Total Credit Portfolio

We define Total Credit Portfolio as the outstanding end-of-period balance of our credit product receivables, including secured and unsecured consumer loans (such as FGTS loans, payroll loans, and personal loans), and secured and unsecured credit cards (gross of credit loss allowance). Our management uses this metric to evaluate the size of our credit operations, as well as to conduct risk management activities.

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SMB TPV

We define SMB TPV as the total payment volume related to our business ecosystem. It considers payment volume from QR Code and e-wallet transactions, Pix transactions received and made by businesses in our app, as well as all payment volume transacted with third-party credit cards on the PicPay app (mainly P2P, Pix and bill payments), which are processed by our merchant acquiring platform. Our management uses SMB TPV to measure the aggregate amount of payments successfully processed through our merchant acquiring platform as well as the volume captured through other PicPay payment solutions for businesses, such as QR Code, e-wallet and Pix. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

Market Share and Other Information

This prospectus contains data related to economic conditions in the market in which we operate. The information contained in this prospectus concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable. Market data and certain industry forecast data used in this prospectus were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the SEC website) and industry publications. We are responsible for all of the disclosure in this prospectus, and we obtained the information included in this prospectus relating to the industry in which we operate, as well as the estimates concerning market shares, through internal research, public information and publications on the industry prepared by official public sources and trade associations, such as IBGE, ABECS, SUSEP, the Brazilian Central Bank, the Brazilian Federation of Banks (Federação Brasileira dos Bancos, or “Febraban”), the Brazilian Ministry of Labor and Employment and ACI Worldwide, as well as private sources, such as Data.ai, a Sensor Tower Company and Ipsos Group S.A., or “IPSOS.” For the study conducted by IPSOS commissioned by PicPay, 800 online interviews were conducted between July 3, 2025 and July 22, 2025, with a national sample of people between 18 and 65 years old.

Industry publications, governmental publications and other market sources, including those referred to above, generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In addition, the data that we compile internally and our estimates have not been verified by an independent source. Except as disclosed in this prospectus, none of the publications, reports or other published industry sources referred to in this prospectus were commissioned by us or prepared at our request. Except as disclosed in this prospectus, we have not sought or obtained the consent of any of these sources to include such market data in this prospectus.

Total Addressable Market

This prospectus includes estimates of the net revenue pool of the total addressable market of various sectors of our business. We have made these estimates on the basis of publicly available information from the sources described in “— Market Share and Other Information” and internal data. None of the publicly available information used to calculate our total addressable market was commissioned by us or prepared at our request, and neither the data that we compile internally nor our estimates have been verified by an independent source. In order to estimate our total addressable market, we were required to make certain assumptions, judgments and estimates that can have a significant impact on our conclusions. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. The actual size of our total addressable market could differ materially from these estimates under different assumptions or conditions.

Our estimated total addressable market is forward-looking information and is based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual size of our total addressable market may differ materially from those expressed or implied in our estimated total addressable market due to various factors. Our estimates of the total addressable market speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these estimates in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. See “Cautionary Statement Regarding Forward-Looking Statements.”

Our total addressable market, or TAM, represents the total potential net revenue generation from products and services offered to consumers and small and medium-sized businesses (SMBs) in Brazil.

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For consumers, our TAM is based on the following: (i) instant payments and bill payments with credit cards as a source of funds (“Wallet and Banking”); (ii) debit, prepaid, and credit card transactions, including the financing of credit card bills through installment refinancing and revolving credit (“Cards”); (iii) personal loans and other types of consumer lending (“Consumer Loans”); and (iv) investments and insurance products (presented as “Others”).

For SMBs, our TAM is based on: (i) instant payments and bill payments offered to businesses accounts, including credit cards and other products, such as businesses’ insurance and investments (“SMB Banking”); (ii) acquiring activities (“Acquiring”); (iii) businesses loans, such as working capital and other similar credit lines offered to businesses customers (“Business Loans”); and (iv) cards with flexible corporate benefits allocation, salary advance and other services offered to businesses (“Corporate Benefits”).

As an initial step to calculate TAM, we estimate the addressable market for each sector in terms of volume, as volume growth is a key driver of net revenue potential. Our estimates are based on a combination of publicly available information and internal data. Using our estimates of the total volume of our addressable markets, we can then calculate the potential net revenue of the addressable market for each sector. In order to do so, we make several assumptions, such as market adoption rates, pricing strategies and competitive dynamics, using both public and internal data. Our TAM is calculated as the aggregate of these net revenues.

We believe that this measure is helpful for investors since it offers a view of the market’s potential scale and growth trajectory, which is essential for assessing our business’s long-term viability and profitability. Moreover, we believe that the calculation of TAM enables investors to measure our market penetration and growth potential.

In addition, our strategic decisions must be informed by a clear understanding of the markets in which we operate in order to capture opportunities and increase our market penetration. We continuously monitor and update our TAM to reflect changes in the market landscape, with the aim of ensuring that our business strategies are aligned with current and future market opportunities. Our management uses TAM estimates to assess our penetration potential in each of the markets in which we operate. These estimates help us understand the size and opportunity of each market segment, providing a clear view of our growth and expansion potential across our different areas of operation.

Below we present the main data sources and assumptions that we adopted for the calculation of our TAM for each sector.

Wallet and Banking

We define the wallet and banking sector as Pix transactions and bill payments using credit cards as a source of funding.

We estimate the volume for Pix transactions based on historical data provided by the Brazilian Central Bank for P2P (person-to-person) and P2B (person-to-business) total volumes, as well as on the main following assumptions:

• growth projections for real-time payment transactions, as publicly disclosed in the ACI Worldwide 2024 Real-Time Payments Report; and

• estimates of Pix installment payments using credit cards, based on Open Finance data from major market players (leading banks), with an additional rate derived from internal data that reflects consumer transactional behavior involving Pix installments using a credit card as the source of funding.

For bill payments funded through credit cards, we estimate the volume taking into consideration historical data provided by the Brazilian Central Bank, as well as the following main assumption: to estimate the increase in bill payments, we considered the future household projection from the Focus Report, published by the Brazilian Central Bank (real projection), and the inflation growth projection, since our figures are in nominal value.

Considering that our consumers’ behavior for the payment of bills with a credit card and making Pix installment payments is similar, we assume that both products have the same installment penetration rate. In both scenarios, net revenue is reported after deducting interchange and card scheme fees and funding costs related to receivables prepayment, given Brazil’s current credit cycle. In addition, we also considered PicPay’s wallet and banking business economics to estimate net revenue, based on internal data and considering the increased competitive scenario, which reduces consumer fees over time.

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Cards

We define the cards sector as revenues from interchange fees charged by card issuers and the net interest income from credit card operations, including revolving and balance financing products.

We estimate the volume for debit, prepaid, and credit card transactions through the evaluation of historical data from 2024 and projections provided by ABECS for 2025. According to internal estimates, aligned with external sources, we considered a compounded average decrease of 0.3% in debit card transactions from 2025 to 2030 given the fact that Pix transactions are increasingly replacing the use of debit cards in Brazil. In addition, we considered that credit card transactions would grow at the same pace for the following years as historically observed when compared to 2024, with a growth rate of approximately 13%. For prepaid card transactions, we estimate a growth of 4.8% for 2025 onwards, which is lower than the growth rate registered for 2024 (14.8% when compared to 2023), as a result of the interchange fees cap imposed by the Brazilian Central Bank. Regarding the credit market, in order to estimate our revenue pool from interest-bearing products, such as revolving and credit card bill financing, we relied on historical data for credit card outstanding balances from the Brazilian Central Bank and projections provided by Febraban.

The Brazilian Central Bank reports interchange fee data on a monthly basis, which is used to calculate the revenue pool of our debit, prepaid, and credit card transaction activities. In addition, in order to estimate the revenue pool of card transactions, we also consider the Brazilian Central Bank data for the average annual fees charged by card issuers and the number of cards in the market. With respect to credit revenues from balance financing and revolving credit, the Brazilian Central Bank also discloses the average interest rates, which are considered in our calculation (net of funding costs).

Consumer Loans

The consumer loans sector is comprised of non-earmarked credit operations for consumers, excluding credit card balances.

For such credit market, we considered historical data for non-earmarked outstanding loans from the Brazilian Central Bank and projections provided by Febraban. Moreover, we estimated net revenues considering market data for interest rates as reported by the Brazilian Central Bank and calculated such revenues net of funding costs.

Others

We define the “Others” as net revenues from the insurance and investment sectors offered to consumers in Brazil.

We estimate the volume for insurance policies based on the total insurance premium historical data provided by the Superintendence of Private Insurance, or “SUSEP,” as well as projections provided by the National Confederation of Insurers, or “CNSEG.”

We estimate insurance revenues based on the distribution of insurance policies to consumers, including automobile, assistance and other coverages, as well as voluntary third-party liability. In our estimates, we also considered constant commercial fee ratios, which are fees paid to insurance distributors.

For the investment sector, we estimate the volume for the fixed income market and funds distribution based on data provided by the Brazilian Financial and Capital Markets Association, or “ANBIMA,” as well as on internal projections for gross take rate for funds and fixed income markets.

We define the investment revenue pool as net revenues originating from take rates regarding the distribution of fixed-income investment products, such as CDBs, real estate credit bills (LCI), agribusiness credit bills (LCA), fixed-income funds and other similar categories offered to our current consumer base. In our estimates, we considered constant yield and gross take rate ratios to estimate volume of their respective markets.

SMB Banking

We define the SMB Banking sector as revenues from financial products and services offered to small and medium-sized businesses, which include:

• interchange and annual fees from card issuers and net interest income from corporate credit card operations, such as revolving and installment financing;

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• commission fees from bill issuances; and

• financial income from Pix or payment of bills funded via credit card.

We estimate the volume for Pix transactions based on historical data provided by the Brazilian Central Bank for B2P (business-to-person) and B2B (business-to-business) total volumes, as well as on the main following assumptions:

• growth projections for real-time payment transactions, as publicly disclosed in the ACI Worldwide 2024 Real-Time Payments Report; and

For bill payments funded through credit cards, we estimate the volume taking into consideration historical data provided by the Brazilian Central Bank, as well as the following main assumptions:

• to estimate the increase in bill payments, we considered the future household consumption projection from the Focus report, published by the Brazilian Central Bank (real projection) and the inflation growth projection, since our figures are in nominal value.

Considering that our consumers’ behavior for the payment of bills with a credit card and making Pix installment payments is similar, we assume that both products have the same installment penetration rate. In addition, for SMB banking we also consider in our estimates business insurance and investment segments, which are composed by revenues from distribution of insurance policies to businesses, including loss of profits, engineering risks, miscellaneous risks, group life insurance, general liabilities and other coverages, such as guaranteed insurance for public and private sectors. For the investments segment, we define the management of middle fixed income portfolios from companies as income from administration fee. For these sectors, we considered the following main assumptions:

• constant commercial fee ratios, which are fees paid to insurance distributors. We estimate the volume of insurance policies based on total volumes historical data provided by the Superintendence of Private Insurance, or “SUSEP,” as well as projections provided by the National Confederation of Insurers, or “CNSEG”; and

• constant yield and administration fee ratios for the estimation of volume of revenues of their respective markets for the investment segment. We estimate the volume for the fixed income market and funds distribution based on data provided by the Brazilian Financial and Capital Markets Association, or “ANBIMA”, as well as on internal projections for gross take rate for funds and fixed income markets.

Payment Acceptance

The payment acceptance sector consists of revenues from transactions using credit and prepaid cards, Pix at POS terminals, equipment rental, and prepayment of receivables. For our payment acceptance TAM, as contrasted with our cards TAM described above, revenue comes from the merchant discount rate (MDR) charged by acquirers for processing transactions, instead of revenue from interchange fees. The MDR is calculated as a percentage of the transaction value and is paid by merchants to acquirers in exchange for payment processing services. In addition, we also consider financial income from the prepayment of credit card receivables, through which acquirers earn revenue by providing merchants with early access to transaction funds before the final settlement.

We estimated the volume for credit and prepaid cards considering historical data from 2024 from the Brazilian Central Bank. From 2025 to 2030, we considered the same premises for volume growth used for the calculation of our cards TAM. As reported by acquirers, the volume from Pix transactions through POS terminals was estimated based on its penetration within the card market volume. For the prepayment of receivables, we used data from internal estimates and projections from Febraban.

Moreover, we calculated net revenues taking into consideration market data, such as the average Merchant Discount Rate (MDR), average interchange fees, interest rate and funding costs, as reported by the Brazilian Central Bank. In addition, we took into consideration the relationship between rental revenue and Total Payment Volume (TPV), as shared by our competitors, as well as internal data. Net revenues were also calculated after discounting interchange fees and funding costs.

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Business Loans

We define the business loans sector as non-earmarked credit operations for small and medium-sized businesses, excluding prepayment of credit card receivables. For the credit market, our calculations used historical data for non-earmarked outstanding loans provided by the Brazilian Central Bank and projections from Febraban. We define the business loans sector as non-earmarked credit operations for small and medium-sized businesses. For the credit market, our calculations used historical data for non-earmarked outstanding loans provided by the Brazilian Central Bank and projections from Febraban.

In addition, we estimated net revenue considering market data for interest rates as reported by the Brazilian Central Bank, net of funding costs.

Corporate Benefits

The corporate benefits sector is comprised of (i) interchange fees (where transactions with corporate benefit cards are conducted in the open-loop, which means that the benefits can be used through a credit card), or (ii) MDR fees (considering transactions that are performed in the closed-loop, which means that both acquiring and issuance activities are conducted by the same company) paid by merchants to issuers of corporate benefit cards, plus financial income from account balance floating and settlements scheduled floating (i.e., revenue generated through financial investments using the corporate benefits balance held by employees as a source of funding).

The volume of corporate benefits is closely related to workforce dynamics and economic indicators. Therefore, we considered data from IBGE with respect to the number of formal workers, data from the Brazilian Ministry of Labor and Employment (Ministério do Trabalho e Emprego) regarding the penetration of corporate benefits among formal workers and information from private companies that offer corporate benefits, such as Swile and Alelo.

In addition, we estimated net revenues considering PicPay’s Corporate Benefits business economics, which is based entirely on internal data. For such analysis, we included a distinction between open-loop arrangements (flexible benefits such as Caju, PicPay and Flash) and closed-loop arrangements (such as Alelo, Ticket, Ben and Sodexo) in order to estimate the merchant discount rate (MDR) revenue.

Brands

This prospectus includes trademarks, trade names and trade dress of other companies. Use or display by us of other parties’ trademarks, trade names or trade dress or products is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, trade name or trade dress owners. Solely for the convenience of investors, in some cases we refer to our brands in this prospectus without the ® and ™ symbols, but these references are not intended to indicate in any way that we will not assert our rights to these brands to the fullest extent permitted by law.

Rounding

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

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Cautionary Statement Regarding Forward-Looking Statements

This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,” “estimate” and “potential”, among others.

Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. These statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section entitled “Risk Factors” in this prospectus. These risks and uncertainties include factors relating to:

• our ability to compete and conduct our business in the future;

• our ability to grow our user base and maintain active consumers;

• our ability to implement our business strategy;

• our ability to adapt to technological changes in our industry;

• our ability to maintain, protect and enhance our brands and intellectual property;

• the inherent risks related to the digital payments market, such as the interruption, failure or breach of our computer or information technology systems, cyberattacks, fraudulent transactions;

• the availability of qualified personnel and our ability to retain such personnel;

• changes in government regulations applicable to our industry in Brazil;

• our acquisitions (including the Kovr Acquisition), joint ventures, strategic alliances and divestment plans and our ability to integrate newly acquired companies or companies that may eventually be acquired, as well as take advantage of the benefits and synergies expected in recent or future potential acquisitions;

• government interventions in our industry that affect the economic or tax regime, or the regulatory framework applicable to our business;

• changes in the global trade and tariff environment, including new trade restrictions, tariff escalations, and policy shifts affecting cross-border commerce and supply chains, such as recent U.S. tariff increases on imports from Brazil and certain other countries;

• any increases in our costs, including, but not limited to: (1) operating and maintenance costs; (2) regulatory and environmental costs; and (3) social contribution charges, income tax and other taxes;

• risks associated with macroeconomic uncertainty and geopolitical risk, including the potential impact of the ongoing conflicts along Israel’s border with the Gaza Strip, elsewhere in the Middle East and between Russia and Ukraine, which could limit our ability to grow our business;

• our ability to efficiently predict, and react to, temporary or long-lasting changes in consumer behavior, such as changes resulting from the COVID-19 pandemic and its aftermath;

• global and Brazilian economic conditions in general, including risks associated with pandemics or epidemics and potential wars;

• the interests of our controlling shareholder(s);

• general economic, financial, political, demographic and business conditions in Brazil, as well as any other countries we may serve in the future and their impact on our business;

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• fluctuations in interest, inflation and exchange rates in Brazil and any other countries we may serve in the future;

• other factors that may affect our financial condition, liquidity and results of operations;

• the fact that we have identified material weakness in our internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated financial statements; and

• other risk factors discussed under “Risk Factors.”

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

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Summary

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before making an investment decision, and we urge you to read this entire prospectus carefully, including the sections “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as our consolidated financial statements included elsewhere in this prospectus, before deciding to invest in our Class A common shares.

Overview

Our Mission and Vision

At PicPay, we believe financial services should be mobile, frictionless, and instantaneous. Our mission is to empower consumers and businesses across Brazil with innovative solutions to redefine the way people manage their traditional daily finances. We break down the barriers to traditional financial services and are driven by a vision of a future where financial services are accessible for all. We are committed to simplifying financial transactions, fostering economic inclusion and providing the tools and resources for people to achieve their financial goals.

We believe technology is a force for positive change, and we leverage it to create a more inclusive and equitable financial ecosystem. Since our inception, we have been dedicated to making payments and banking seamless and secure for both consumers and businesses. We believe we are paving the way for the future of finance in Brazil, inspired by the meaningful improvements we have brought to the daily financial lives of millions of people, such as increased access to banking services, reduced costs, and greater financial autonomy, driven by our commitment to promoting financial empowerment for all.

Our Journey

PicPay Brazil was founded more than ten years ago in the city of Vitória, in the State of Espírito Santo, Brazil, as a peer-to-peer (P2P) transfer platform to provide a seamless digital payment solution in a country where making payments historically was cumbersome, slow and costly. Our user-friendly solution allowed individuals to send money easily via their mobile phones any time of day, which caught the attention of millions of consumers. In just a few short years, we became one of Brazil’s leading digital wallets by number of consumers, according to information provided by the Brazilian Central Bank.

After our early success with P2P payments, we noticed a gap in the broader payments ecosystem and broadened our lens to focus on improving the relationship between consumers and businesses within our platform, which led us to build a two-sided ecosystem, servicing both consumer and business customers. We were one of the first financial services companies to provide QR Code payments for businesses in Brazil, allowing our consumers to seamlessly make payments by scanning a QR Code, either in-store or online.

As we grew as a company, so did the financial needs of both our consumer and business customers. We continued to innovate and deliver new solutions to address their respective needs, launching various payments, credit, insurance and investment products, making PicPay a complete financial platform, and, in the process, further expanding our addressable market in Brazil, comprising both financial and non-financial services.

Eventually our ambitions grew beyond payments, leading us to seek to revolutionize how Brazilians manage and interact with their finances. We launched and scaled products and services for consumers to address several needs, including:

• Consumer Banking segment:

• Wallet & Banking: we offer a wide range of transactional products for our consumers, including Pix (the instant payment system developed by the Brazilian Central Bank), peer-to-peer (or “P2P”, between PicPay accounts), bill payments, payroll portability, global account and a payment assistant that helps consumers organize, centralize, and settle all their bills through an integrated hub. In addition, we provide a series of solutions that go beyond digital payments, such as an underage account, an account aggregator (which allows consumers to consolidate multiple bank accounts in one place) and PicPay’s piggy banks, designed to help consumers save money in a simple and personalized way.

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• Credit: our offering includes multipurpose cards (prepaid and credit) available in Gold, Platinum, and Black versions; personal loans; buy-now-pay-later (installment payments without the need for a physical or digital card); payroll loans for public servants, retirees, and pensioners; private payroll loans for formally employed workers; and early access to the FGTS annual birthday withdrawal program.

• Insurance: in addition to credit solutions, we provide a fully digital insurance distribution platform, with products such as digital wallet insurance, PicPay Card bill protection, credit life insurance, smartphone protection, life insurance, home insurance, among others.

• Investments: in the investment space, through PicPay Invest, we provide a wide range of products tailored to different investor profiles and financial goals, including daily-liquidity and fixed term CDBs with varying rates and maturities; real estate and agribusiness credit bills (LCI and LCA); private pension plans; P2B Lending (enabling consumers to invest in debt securities issued by companies within the J&F group); cryptocurrencies, among others.

• Small and Medium-Sized Businesses segment: we offer a comprehensive portfolio of products beyond QR Code payments:

• Acquiring: We offer a wide range of payment acceptance solutions, including a proprietary QR Code technology that can be displayed at the point of sale or digitally integrated into e-commerce checkouts. In addition, we provide payment links that enable merchants to receive payments via WhatsApp or social media, without the need for a website. We also offer our own POS terminals, smart POS devices, and Tap on Phone solutions, which are part of an integrated cross-selling strategy designed for small and medium-sized businesses. Our acquiring solutions also involve the offer of automatic and manual prepayment of receivables from credit card transactions.

• Banking: our strategy is to extend our consumer ecosystem into the SMBs segment, enabling small and medium-sized businesses to use the same familiar PicPay experience, but with tools tailored for managing and growing their businesses. We rely on the fact that almost 10 million PicPay consumers are also entrepreneurs and we began to offer banking and financial services, such as a SMB accounts, Pix and bill payments, debit and credit cards, certificate of deposits, secured and unsecured loans;

• Corporate Benefits and Salary Advances: we offer flexible corporate benefits cards that companies can use to distribute meals, food, transportation and other flexible benefits to employees through the PicPay app. These cards are integrated into PicPay’s ecosystem, allowing consumers to manage benefits alongside their personal balance. Additionally, PicPay provides salary advance solutions, enabling, in partnership with the human resources department of companies that contract our services, to offer employees early access to their salaries.

• Audiences and Ecosystem Integration segment: includes solutions aiming to engage and monetize both the consumer and SMB audiences in our ecosystem:

• PicPay Shop: we offer our consumers the ability to purchase a wide range of products and services through our PicPay Shop. Consumers are able to buy items such as mobile phones, TVs, and home appliances, all without the need of leaving the app to complete their checkout. In addition, through PicPay Shop, users can also access everyday services, such as mobile top-ups, public transportation cards, and gift cards. PicPay Shop also includes:

• PicPay Travel: a travel hub within the PicPay app, developed in partnership with CVC Corp, which enables our consumers to browse and purchase travel-services, such as flight tickets, hotel accommodations, and travel packages directly in our app. Launched in October 2025, this service aims to make travel more accessible for a wide range of consumers by combining competitive offers, payment flexibility, and the existing convenience of the PicPay ecosystem.

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• PicPay Experience: available within PicPay Shop, it allows consumers to book restaurant reservations and purchase tickets for movies, concerts, sports events, amusement parks, and various other activities, all with just a few taps in the app. This hub brings together a wide range of dining and entertainment options, as well as tickets with discounts of up to 60%. It is an important tool for driving consumer engagement, offering special prices and cashback of up to 15% at restaurants, while also serving as a strategic way to embed PicPay’s diverse payment methods directly into the consumer checkout experience.

• iGaming: as of October 2025, we started offering a fully digital solution that gives our consumers access to monthly raffles and instant prizes featured in each campaign, encouraging them to return to the app more frequently and strengthening ongoing engagement with our ecosystem.

• PicPay Ads: advertising platform designed to enable brands to reach a highly engaged consumer base through contextualized placements within the app. This offering covers the full marketing funnel (from awareness to conversion) with formats such as display banners, video, CRM integrations (push and emails), and high-impact takeovers. This solution brings several benefits to merchants such as customer acquisition, re-engagement of old customers, and promoting increased customer spending.

The graphic below illustrates our evolution of total revenue and financial income and profit (loss) from 2018 to September 30, 2025 in reais:

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Note: (1) The Total Revenue and Financial Income and the Profit (loss) for the period expressed in dollars are based on the real/U.S. dollar exchange rate of R$5.3186 per US$1.00 as of September 30, 2025.

We are one of the largest digital wallet providers in Brazil in terms of number of consumers registered, based on data provided by the Brazilian Central Bank as of June 30, 2025, and one of the leading payment platforms in Latin America, with 42 million quarterly active consumers as of September 30, 2025, compared to 37 million quarterly active consumers as of September 30, 2024, an increase of 12.0% year over year, and a consolidated TPV of R$141 billion

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for the three-month period ended September 30, 2025, compared to R$109 billion for the three-month period ended September 30, 2024, an increase of 29.1% year over year. For the nine months ended September 30, 2025, our consolidated TPV reached R$392 billion, compared to R$298 billion for the nine months ended September 30, 2024, representing an increase of 31.8% year over year. Out of our 42 million quarterly active consumers as of September 30, 2025, 13.45% are consumers who only opened our app at least one time, compared to 15.00% as of September 30, 2024. To achieve these results, we invested heavily in marketing to build a nationally recognized brand and grow our customer base, as well as in technology to expand our portfolio of products and services, totaling R$2.6 billion in marketing expenses and technology expenses from January 1, 2020 to December 31, 2022, which contributed to significant operating losses during each of these years. Our average cost of acquiring a new customer, which includes performance media (such as Google and Facebook) and member-get-member (MGM) (referrals), was R$13.6 per new customer from January 1, 2020 to December 31, 2022.

During the three-month period and the nine-month period ended September 30, 2025, our marketing expenses totaled R$94.7 million and R$347.2 million, respectively, an increase of 31.4% and 53.3%, respectively, compared to the corresponding periods of 2024. These increases were mainly due to higher advertising expenses related to sponsorships. Moreover, for the three-month period and the nine-month period ended September 30, 2025, our technology expenses totaled R$129.4 million and R$367.7 million, respectively, remaining stable and consistent with the corresponding periods in 2024.

Our total revenue and financial income increased by 94%, to R$2.7 billion in the three months ended September 30, 2025 from R$1.4 billion in the corresponding period in 2024, leading to a net profit of R$105.4 million in the three months ended September 30, 2025 compared to R$110.2 million in the corresponding period in 2024. For the nine months ended September 30, 2025, our total revenue and financial income increased by 92%, to R$7.3 billion from R$3.8 billion during the corresponding period in 2024, resulting in a net profit of R$313.8 million for the nine months ended September 30, 2025 compared to R$172.0 million in the corresponding period in 2024.

Nevertheless, this trend of improving results can only be maintained if our platform continues to be attractive to our consumers and businesses. The attractiveness of our platform depends upon several factors, including the mix of products and services we make available to consumers and businesses through our platform, our brand and reputation, customer experience and satisfaction, customer trust and perception of our solutions, technological innovation and products and services offered by competitors. To grow effectively, we must continue to offer new products and services, strengthen our existing platform, develop and improve our internal controls, create and improve our reporting systems and timely address issues as they arise. These efforts may require substantial financial expenditures, commitment of resources, development of our processes and other investments and innovations and may not result in the long-term benefits that we expect. If we are unable to generate adequate revenue growth and manage our expenses, our results of operations and operating metrics may fluctuate and we may incur losses. For more information about the challenges that might impact our ability to continue to profitably grow our business, see “Risk Factors — Risks Relating to Our Business and Industry — A decline in the use of our payment platform or adverse developments with respect to the payment processing industry in general could have a material adverse effect on our business, financial condition and results of operations” and “— A decline in the use of credit or prepaid cards as a payment mechanism for consumers or adverse developments with respect to the payment processing industry in general could have a material adverse effect on our business, financial condition and results of operations.”

As of September 30, 2025, we had R$26.7 billion in deposits (comprised of the sum of “user balance — payment accounts” and “user balance — CDB” from third-party funds in our consolidated financial statements), compared to R$16.6 billion as of September 30, 2024. Cash-in totaled R$125 billion in the three months ended September 30, 2025, compared to R$97 billion in the corresponding period in 2024, representing an increase of 29%. For the nine-month period ended September 30, 2025, cash-in totaled R$344 billion, compared to R$264 billion for the corresponding period in 2024, an increase of 30%. As of September 30, 2025, approximately 812,000 active businesses accepted PicPay’s payments network, corresponding to a SMB TPV of R$9.8 billion in the three months

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ended September 30, 2025, compared to R$6.9 billion in the corresponding period in 2024, representing an increase of 43%. For the nine-month period ended September 30, 2025, our SMB TPV totaled R$28.8 billion compared to R$19.0 billion for the corresponding period in 2024, representing an increase of 52%. For the three-month period ended September 30, 2025, revenue and financial income generated from our small and medium-sized businesses segment totaled R$105.1 million, as compared to R$54.5 million in the corresponding period in 2024, an increase of 93.0%. For the nine months ended September 30, 2025, revenues generated from our small and medium-sized businesses segment totaled R$272.5 million, an increase of 122.2%, from R$122.7 million for the corresponding period in 2024.

The graphics below highlight certain of our operating achievements:

9M25

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(1) Consumers and businesses who opened the PicPay app and/or made at least one financial transaction and/or generated revenues in the third fiscal quarter of 2025 (including those that voluntarily closed their accounts in that quarter).

(2) Deposits held by consumers on September 30, 2025.

Unit standard: M (million); B (billion).

2024

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(1) Consumers and businesses who opened the PicPay app and/or made at least one financial transaction and/or generated revenues in the fourth quarter of 2024 (including those that voluntarily closed their accounts in that quarter).

(2) Deposits held by consumers on December 31, 2024.

Unit standard: M (million); B (billion).

We operate across a range of highly competitive and rapidly evolving industries. As a dual-sided financial services platform, we face competition from a variety of participants in Brazil, including financial institutions and payment companies. We expect competition to intensify in the future, both as emerging technologies continue to enter the marketplace and as traditional banks increasingly seek to innovate the services that they offer to compete with our platform.

In order to remain competitive, we are constantly involved in projects to develop new products and services. These projects carry risks, such as cost overruns, delays in delivery, performance problems and lack of consumer adoption. If we are unable to successfully compete, the demand for our platform and products could stagnate or substantially decline, and we could fail to retain or increase the number of consumers or businesses using our platform, which could reduce the attractiveness of our platform to other consumers and businesses, materially and adversely affecting our business, results of operations, financial condition and future prospects. See “Risk Factors — Risks Relating to Our Business and Industry — If we are unable to grow our consumer base and maintain quarterly active clients or otherwise implement our growth strategy, our business, results of operations, financial condition and future prospects would be materially and adversely affected.”

Additionally, following this offering, J&F Participações, which is jointly controlled, pursuant to a shareholders’ agreement, by Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders, will beneficially own 100% of our Class B common shares. Accordingly, our ultimate controlling shareholders will control approximately % of the voting power in our general meeting following this offering, assuming no exercise of the underwriters’ option to purchase additional Class A common shares. As a result, our

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ultimate controlling shareholders will have the ability to control matters submitted to a vote of shareholders; appoint a substantial majority of the members of our board of directors; and exercise overall control over us. See “Risk Factors — Risks Relating to Our Business and Industry — Our ultimate controlling shareholders are expected to have influence over the conduct of our business and may have interests that are different from yours.”

Our Unique Approach

We believe that we have adopted a unique approach in building our business that will help us expand our ecosystem of consumers, businesses, and third-party affiliate partners, as highlighted below:

• Open Platform. We take a flexible open platform approach, enabling integration with any external party who complies with our platform’s terms of use. For consumers, our platform has a multi-funding strategy which allows them to leverage various funding sources for transactions, including not only their deposits and PicPay credit card, but also third-party credit cards registered in our app, and balances pulled directly from other bank accounts or digital wallets through our payment initiation model. Additionally, financial institutions can connect to our open platform to distribute their products and services, such as credit, insurance, and investment products, benefiting from our data-based consumer behavior metrics to provide more relevant and customized offerings targeted at individual consumers’ needs. Similarly, our open platform also allows merchants to integrate their websites to sell products and services to our consumer base at the PicPay Shop.

As our business evolved beyond the digital wallet, we have incorporated multiple partners to distribute products and services through our platform, including loans, insurance, foreign exchange, bill payments and e-commerce, among others. The figure below illustrates the evolution of our product portfolio and includes logos of some of our partners that are integrated into our app in order to offer their products and services to our consumers.

Evolution of our Open Platform

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• Two-Sided Ecosystem. At its core, PicPay is a two-sided ecosystem creating a bridge between both consumers and businesses. Our platform enables consumers to make payments, investments, and leverage a broad array of essential financial services all in a single app. At the same time, we also enable payment acceptance, as well as other essential financial and non-financial solutions for businesses, such as a complete digital account and prepayment of receivables. The graphics below illustrate our two-sided ecosystem encompassing solutions for both consumers and businesses:

This flexibility, combined with our user-friendly interface transforms the way consumers interact with financial services. Whether it is a consumer looking for streamlined payment alternatives or a business eager to tap into new revenue streams, our two-sided ecosystem propels growth and financial possibilities for all, due principally to the following factors:

• Consumers can access a wide range of products and services, including day-to-day payments, financial services, such as cards, loans, insurance, and investments, as well as other services including gift cards, cell phone recharge credits (top-ups), online shopping and others.

• Businesses can receive payments through various modalities (QR Code, Pix, payment link, POS terminals and PicPay e-wallet), access financial services (such as prepayment of receivables, loans, prepaid and credit cards), have access to a complete digital account for day-to-day payments, offer their products and services on the PicPay Shop, and advertise their products and services within our app.

• Financial and non-financial institutions can connect to our open platform to distribute their products and services, such as credit, insurance, and investment products, benefiting from a large amount of data that we have collected to provide more relevant and customized offerings targeted at individual consumers’ needs.

• Open Finance. Open Finance is one of our core strategic pillars, enabling us to simplify financial management and improve engagement for our consumers and businesses. In 2021, we acquired Guiabolso, a forerunner of Open Banking in Brazil, which provided a complete platform that facilitated and improved consumers’ financial management by organizing their budgets, coordinating payment schedules, categorizing expenses, and offering financial products. After our integration of Guiabolso in 2022, we have been leveraging Open Finance initiatives within all the business units of our ecosystem to improve our product offering across our digital wallet, financial marketplace, investments, services for consumers and financial and non-financial solutions for businesses. Through the consents received, we

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collect valuable data from consumers including account information, credit card information and financial services contracted with other financial institutions (such as loans), which allows us to provide more financial and non-financial options at competitive rates and send personalized product and service offers. Since we adopted phase 2 of Open Finance in October 2022, we have received approximately 13.7 million active consents from consumers, meaning consumers who opted in to share their financial information from other institutions with PicPay as of September 30, 2025. According to September 30, 2025 data from Openfinance.org, we are the third largest player in terms of market share of active consents received (12.3%), 10.0 percentage points behind Nubank (22.3%) and 0.7 percentage points behind Mercado Pago (13.0%). On the other hand, we are ahead of Caixa Econômica (6.5%), Santander (6.2%), Banco do Brasil (6.1%), Itaú (5.8%), and Bradesco (4.4%) in terms of active consents. In the first half of 2023, we launched our Account Aggregator product, which enables consumers to integrate and consolidate all of their bank accounts from other financial institutions through Open Finance, on the PicPay app.

In February 2023, we received a license from the Brazilian Central Bank to operate as a payment initiator institution, enabling consumers to transfer their money from other financial and payment institutions to PicPay without leaving our app. Since we obtained this license, we have seen an increase in the number of consents received to authorize payments in our ecosystem through the Account Aggregator. We are one of the leaders in payment initiation, with a cumulative volume of more than 3.2 million Application Programming Interface, or “API” requests from our consumers from April 2023 to September 2025, when we activated payment initiation in the Account Aggregator, based on information provided by Open Finance.org. API requests allow consumers to connect apps to the platform, which then initiates payments directly from their bank account to another bank account, which occurs through the transmission of account information to the API, which then initiates payment on the consumer’s behalf. This allows consumers to complete transactions in the PicPay app including paying bills and making payments via instant payments without having to exit the app. According to our internal estimates and data, when we compare the usage of our consumers who use our Account Aggregator product and our other consumers, there is an increase in both frequency and volume of usage of the app, in terms of number of transactions and total payment volume (TPV). Most of these consumers access our app more than 10 times a month and transact on a monthly basis. Open Finance and the potential products and services we may be able to offer are a potentially significant avenue of growth and a key driver of our strategic decisions.

• Social Network. Connecting people has been a part of our DNA since our inception, when we launched our P2P payments platform. Since our inception, we have added other social features to our platform, including profiles, direct messaging (including voice messages) and payments (P2P, P2M and bill split) straight from the direct messaging feature. Our social platform is fully integrated with our financial and non-financial services offerings. By analyzing our consumers’ financial behavior and combining this data with their social interactions, we believe we can offer personalized financial recommendations and targeted promotions, enhancing user engagement and satisfaction, increasing our ability to cross-sell additional products and diversifying our revenue streams. Some examples of the integration between our social platform and services offerings are:

• our consumer support function, which is one of our primary interfaces for client interactions and which also leverages Artificial Intelligence, or “AI,” to solve issues and demands;

• cross-selling of products and services into the ecosystem, such as offering extended warranty insurance or a BNPL checkout to a consumer buying a TV on the PicPay Shop, product promotion, such as discounts offered by partners like Amazon at the PicPay Shop or our new Black PicPay credit card;

• connection through our two-sided platform by enabling a real time interaction between consumers and online and in-store businesses;

• online or in-store businesses using the direct message to promote its catalog of products and sell directly through the messaging platform; and

• daily marketing and investment content for our PicPay Invest consumers.

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Our Two-Sided Ecosystem

Our Consumer Platform

Our consumer platform includes a comprehensive portfolio of products and services catering to the diverse day-to-day needs of our consumers and consists of our consumer banking, acquiring & banking, corporate benefits & payroll, and audiences & ecosystem integration.

• Consumer Banking. At the heart of our consumer ecosystem is our digital wallet, which empowers millions of consumers to manage their money effortlessly and conduct various forms of payments via Pix, P2P, bill payments, P2M and BNPL. Consumers can fund their digital wallets in different ways, such as electronic funds transfers from their accounts held with other financial institutions (wire transfers or Pix), via boleto (bank slip), by receiving funds via P2P payments, payroll portability, contracting loans, or via credit card (including our PicPay Card or any credit card from a third-party issuer registered on file).

Our digital wallet was introduced with our P2P payments’ functionality, and we believe it helped revolutionize the way Brazilians transfer money in real time. Subsequently, the implementation of Pix introduced more people in Brazil to instant digital payments, and this became a cornerstone of our digital wallet. By leveraging Brazil’s instant payment system, we enable consumers to engage in swift, secure, and real-time transactions. This feature was quickly adopted and has been favorable to our platform, mainly as a result of the following factors: (i) higher number of people included in digital payments for the first time, since Pix is free of charge for consumers; (ii) better and frictionless experience in onboarding clients versus traditional banking; (iii) higher engagement and cross-selling opportunities, and (iv) potential monetization coming from new products using the Pix infrastructure, expanding our TAM.

Over ten years of relentless work and almost US$1.0 billion of invested capital, we built one of the largest digital wallet providers in Brazil in terms of number of consumers registered, based on data provided by the Brazilian Central Bank as of September 30, 2025. We have 42 million quarterly active consumers, which we expect to continue growing due to the popularity of our digital wallet among Brazilians. Additionally, we have one of the largest numbers of registered Pix keys in our platform, with approximately 89 million Pix keys registered as of September 30, 2025.

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We strive to provide a complete and open payments platform that allows people to send, transfer, receive and manage their own money in a simple and innovative way, and we charge fees in connection with certain payment transactions and fund transfers carried out by our consumers through our platform.

We believe we have redefined the way consumers manage their finances by offering our own and third-party financial services within the PicPay platform, providing a holistic integrated experience for consumers without having to leave the app to access these services. We distribute products and services from third-party partners (without credit or underwriting risk to us) and our own credit products for select consumers. Through partnerships with financial institutions, we facilitate the distribution of loans and insurance offerings, empowering consumers to gain access to financial products that best suit their needs. The convenience of applying for loans or insurance products within the PicPay app has resulted in significant adoption, with consumers using one or more of these products and originating R$7.0 billion in own and third-party loans in the nine months ended September 30, 2025, an increase of 46% compared to R$4.8 billion in the corresponding period in 2024, and 7.8 million active insurance policies as of September 30, 2025, an increase of 83% compared to September 30, 2024.

Currently, we offer, directly and through third parties, the following products in our financial ecosystem: personal loans, buy-now-pay-later (BNPL), FGTS loans (Fundo de Garantia do Tempo e Serviço, which is the Severance Indemnity Fund for Employees in Brazil), auto-secured loans, public and private payroll loans, PicPay cards (credit, prepaid and secured credit cards), insurance (digital wallet, mobile, life insurance, personal loan and BNPL insurance, public and private payroll loan insurance, public payroll loan (available margin insurance), income loss insurance (FGTS), income loss insurance (credit card invoice), property insurance, home assistance, health assistance, auto repairs assistance, and car insurance deductible coverage), investment products through the PicPay Invest platform, and consortium.

We distribute our own issued credit and prepaid cards and personal loans for select consumers that we believe have a favorable credit profile, as well as FGTS and public and private payroll loans. We are able to leverage the user data that we collect from transactions within our ecosystem and from Open Finance consents to offer credit to those consumers who meet our strict credit underwriting criteria. We believe that as one of the largest digital wallets in the market, we are able to develop a credit history based on the everyday payments of our consumers, and also generate user credit scores based on our proprietary algorithm. Combining that with AI models and machine learning, we provide more relevant personalized offerings targeted at our consumers’ needs, increasing engagement and enhancing user experience. Since the launch of our PicPay combo card product we have processed more than 3.1 billion transactions and R$137.9 billion in PicPay Card TPV.

We intend to continue to broaden the range of financial services that we offer to our consumer base over time. In February 2023, we acquired BX Blue, a Brazilian fintech specialized in offering payroll loans to public sector employees through its fully digital financial marketplace. Through this acquisition, we have entered a market that accounted for 18% of the consumer credit market in Brazil as of December 2022, based on outstanding credit balances, according to data from the Brazilian Central Bank.

Data plays a significant role in personalizing the insurance products we offer, since it helps us design our solutions, adjusting coverage for consumers on an individual basis. Our Pix insurance coverage limit, for example, which is an additional protection included in the digital wallet insurance, is based on the average value of transactions that the consumer makes with their wallet balance. Therefore, we are able to deliver a product that aligns with consumers’ needs and affordability. Consumer acquisition and monitoring are conducted directly through the PicPay app. Consumers can access their insurance policies, understand coverage, ask questions and also participate in monthly giveaways offered by the insurer.

On September 19, 2025, we entered into an equity purchase agreement for the acquisition of Kovr, which is a full-service digital insurance company that offers services for multiple partners, with products such as affinity, surety, life, financial lines, among others. Kovr has innovation, customization, and commercial approach in its DNA, with differentiated go-to-market results in win-win partnerships with reference channels. Kovr has a high capacity and fit to reach each distribution channel (bancassurance, affinity, and brokers), customize and launch products, supported by the capacity of internal processes and embedded technology. Additionally, it has a great ability to serve the market with monthly launch of new products, agile, straightforward customer journey and tech enabled B2B, B2C, B2B2C. Kovr’s senior executive partners have an average track record of 20 years in the insurance market.

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Currently, we distribute digital wallet protection, mobile protection, auto repairs assistance, car insurance deductible coverage, home assistance, and property insurance services from Kovr in our app. This acquisition will give us more autonomy to develop new insurance products faster, in line with our strategy of expanding our portfolio of products and services to meet the daily needs of our consumers. The completion of this transaction is conditioned on the approval of CADE and SUSEP. For more information, see “Business — Our History — Recent Acquisitions and Corporate Transactions.”

Our investments empower consumers to grow their wealth within the PicPay ecosystem. We offer several investment products, such as CDBs (Certificates of Bank Deposits), equities, fixed income and person-to-business, or “P2B,” lending.

One of our investment products that has gained substantial traction is our Piggy Bank (Cofrinho), which allows consumers to invest their savings for a predetermined period while yielding attractive returns. We offer a wide range of PicPay Bank CDBs on our platform, from daily-liquidity CDBs yielding 102% of the CDI to fixed-term CDBs with different remuneration rates.

Our consumers can also lend to corporations with attractive yields through our P2B lending product. Additionally, we have recently introduced other fixed income products and equity and multimarket funds, which enable our consumers to diversify their investment portfolio.

Our Small and Medium-Sized Businesses Platform

Our offerings for small and medium-sized businesses are designed to streamline financial operations for enterprises, offering several tools and features that cater to diverse business needs. These solutions encompass payments acceptance through a comprehensive merchant acquiring platform for online and brick-and-mortar businesses, as well as multiple financial and non-financial services.

Acquiring & Banking

We offer complete digital and physical payment solutions to businesses, allowing them to facilitate checkout and payment processes on their e-commerce websites or in-store. There are five primary channels that businesses can receive payments from consumers within our system using (1) a proprietary QR Code, (2) in-app, Pix or a payment link, (3) point-of-sale terminals owned by third-party merchant acquirer partners, (4) e-commerce captured through our online payment checkout (e-wallet) directly integrated with consumers’ PicPay e-wallet, and (5) our own point-of-sale terminals. We believe that our platform offers comprehensive analytics and reporting features, allowing businesses to gain insights into their financial performance, track past transactions, and analyze consumer behavior. We believe that these data-driven insights empower our business customers to make informed decisions, optimize their operations, and tailor marketing strategies.

We intend to strengthen and grow our payments solutions suite for businesses. In 2023, we introduced key initiatives beginning with the roll-out of our own merchant acquiring platform, allowing PicPay to operate as a full merchant acquirer in order to capture, process and settle all card transactions done in app, eliminating our need to rely on other acquirers and driving more cost efficiencies upfront. We expect to grow our merchant acquiring capabilities for both online and in-store purchases and sign up with more sellers. In the first quarter of 2024, we launched our first POS solution in the Brazilian market, including Pix payments. We plan to expand our portfolio with Smart POS, mPOS (mobile point of sale) and Tap on Phone solutions, enhancing our commercial offerings.

Additionally, we are focused on leveraging and improving the user experience for our online checkouts to leverage our PicPay e-wallet usage and expanding adoption nationally by partnering with leading global companies such as Uber, Google Play, and AliPay (AliExpress, Kwai) and several other online sellers and online platforms across various categories. Our business ecosystem is still under development, and our relationships with these providers have not generated any material revenues.

We offer a comprehensive and holistic suite of solutions to empower businesses to conduct their operations more efficiently and seamlessly, such as business accounts, cards, prepayment options, and working capital solutions. We provide businesses with a dedicated digital wallet for day-to-day payments and banking transactions, which serves as a centralized hub for their financial activities. Businesses can manage transactions, track revenues, and simplify reconciliation, reducing administrative burden and ensuring financial data accuracy. We believe that our prepayment and working capital solutions help businesses to manage their cash flows, by funding their accounts in advance.

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Moreover, businesses are able to receive their consumers’ receivables in advance as well as access credit lines for short-term liquidity. These solutions are either funded through our financial institution partners or with our own balance sheet, providing capital for expansion, inventory restocking or other growth initiatives.

Corporate Benefits & Payroll

We have entered the corporate benefits business as part of our services for businesses. This mainly includes providing corporate benefits cards to employees for meals, transportation and other benefits, as well as payroll advances and payroll accounts. These features offer advantages for both employees and employers on a single platform.

Audiences & Ecosystem Integration

Our Audiences and Ecosystem Integration segment includes our PicPay Shop, which includes PicPay Travel, PicPay Experience, and iGaming (raffle tickets), and PicPay Ads platforms, aimed at increasing engagement and monetization of both consumer and SMB audiences in our ecosystem. We leverage our consumer base by offering complementary and monetizable products such as phone top-ups, digital goods, and gift cards, as well as booking a trip, reserving a table at a restaurant, and purchasing raffle tickets, at PicPay Shop, through which we receive commissions from sales. For businesses, we will gain more traction coming from our Ads solutions, through our in-app display solutions and CRM channels, amplifying leads for thousands of businesses through our platform. PicPay Ads’ content includes recommendations and branded content created by our partners, advertiser funded rewards, such as discounts, incentives and coupons integrated with consumers wallets, and monetized transactions, in which consumers are given financial incentives to watch, click or share promoted content. Our advertising solutions allow merchants and brands to reach audiences based on consumer behavior and purchase history to drive actions, such as shopping, watching and sharing content.

In addition to the use cases that we directly monetize through the aforementioned products, we also have a business line exclusively dedicated to engagement within our ecosystem. Our PicPay Shop is an open e-Commerce platform that allows businesses to offer a wide range of products and services to our consumer base, including online shopping in-app or through our affiliate model that directs our consumers to our partners’ websites, including Amazon, Shopee and AliExpress, which qualifies our consumers for a merchant funded cashback deposited directly in their digital wallet, increasing their engagement within our ecosystem.

Online shopping through PicPay has gained popularity, enabling consumers to make secure and convenient purchases from a wide range of affiliated stores totaling R$1.0 billion in GMV at the PicPay Shop for the nine months ended September 30, 2025, reflecting the trust of our consumers in PicPay as a preferred platform to procure products, services, and experiences.

With the purpose of increasing business engagement, we offer a platform that allows brands to deliver digital promotions to millions of consumers through our PicPay network, which includes several benefits for merchants, such as customer acquisition, re-engagement of old customers and promoting increased customer spending. Travel is also an engagement driver for our customers, combining exclusive deals and discounts with attractive payments and financing conditions, such as buy-now pay-later, credit card, and cross-selling other financial products, such as travel insurance.

Our Market and Trends in Our Favor

Overview

We currently operate in Brazil, a large and dynamic country with a total population of 213.4 million, according to the estimate provided by IBGE on August 28, 2025. Brazil’s GDP is R$11.7 trillion, and household consumption is R$7.5 trillion, or 64% of GDP, all according to information provided by the IBGE as of December 31, 2024.

Despite the size of its economy and its relatively high penetration rate of internet and mobile connectivity, Brazil remains significantly underpenetrated with respect to financial services compared to developed economies and also has relatively low levels of household and corporate debt, with aggregate debt of 35% of its GDP as of December 2023, compared to more developed economies, such as the United States (73%) and Japan (66%), based on information provided by the International Monetary Fund.

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In summary, Brazil offers a conducive environment for disruptors, such as PicPay, due to its large population, expanding digital infrastructure, and continuously growing demand for financial services. The nation has a sizeable under-served population which presents a potential opportunity, while recent regulatory developments are positive for promoting innovation. Additionally, there is a strong culture of adopting digital solutions which further enhances Brazil’s appeal as an attractive market for us.

Our Market Opportunity

Our addressable markets include various sectors, as further described under “Industry Overview.” Based on internal data and public data, we estimate there will be a TAM with a net revenue pool of R$596 billion for the year 2026 for sectors within our consumers’ ecosystem, including wallet and banking (R$20 billion), cards (R$184 billion), consumer loans (R$353 billion) and others, including insurance and investments (R$39 billion). We believe that we have the opportunity to penetrate in all of our businesses, since we are noting a substantial change in consumers’ behavior in recent years, as they are increasingly adopting more digital solutions for their daily payments, as well as exploring new use cases regarding payments with a credit card as a source of funding and demanding more personalized loans and digitalized financial services with the purpose to improve their financial lives.

Regarding the TAM of our small and medium-sized businesses ecosystem, we estimate a net revenue pool of R$129 billion for 2026, as we expect to observe growth in services, such as SMB Banking, as well as in payment acceptance services, credit, and corporate benefit solutions, given a higher demand especially from SMBs that are increasingly demanding new financial and non-financial solutions to manage their businesses. We estimate that the net revenue pool for the SMB banking market will reach R$15 billion for 2026, while the corporate benefits market will reach R$10 billion for the same period. Also based on our internal estimates, the TAM of payment acceptance and businesses loan industry are expected to achieve, respectively, R$21 billion and R$83 billion for the same year.

We calculate our TAM by analyzing information of each of the following sectors in which we operate: wallet and banking, cards, consumer loans, insurance, investments, corporate benefits, payment acceptance and business loans. As an initial step to calculate TAM, we estimate the addressable market for each sector in terms of volume, as volume growth is a key driver of net revenue potential. Our estimates are based on a combination of publicly available information and internal data. Using our estimates of the total volume of our addressable markets, we can then calculate the potential net revenue of the addressable market for each sector. In order to do so, we make several assumptions, such as market adoption rates, pricing strategies and competitive dynamics, using both public and internal data. Our TAM is calculated as the aggregate of these net revenues.

For more information related to the assumptions and estimates used for our calculation of TAM for each segment see “Presentation of Financial and Other Information — Total Addressable Market” and “Business — Our Opportunity.”

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Our Consumers

According to our internal data as of September 30, 2025, our consumer base primarily consists of a younger demographic, with an average age of 37 years. In addition, 86% of our consumers are lower-middle to low-income, and approximately 71% are located in the Southeastern and Northeastern regions of Brazil. We had approximately 1.4 million high-income consumers as of September 30, 2025, consisting of consumers with monthly gross income above R$15,000 and/or deposits/investments above R$40,000. Moreover, we also have a meaningful penetration amongst the more affluent demographic, with 3.7 million consumers with a monthly gross income above R$10,000, where we expect to enhance our value proposition with the new banking and investment products, and approximately 6.5 million consumers with a monthly gross income above R$5,000. The graphic below illustrates certain information about our consumers:

____________

(1) High income: monthly gross income above R$15,000 and/or deposits/investments above R$40,000. Upper-Middle Income: monthly gross income between R$4,000 to R$15,000. Lower-Middle & Low Income: monthly gross income between R$0 to R$4,000.

(2) Census (Censo) 2022 from IBGE.

We believe we are leading the digital transformation wave in Brazil, and we possess a national footprint, covering all demographic segments in Brazil. Our ecosystem was built to be a one-stop-shop, aiming to reach the highest number of Brazilians that have access to smartphones and internet, across all ages and social classes. In addition, we believe our strong traction with younger and tech-savvy consumers helps us to achieve higher retention and greater lifetime value (LTV), as we grow with our consumers throughout their lives while they accumulate wealth and reach certain milestones in lives that expand their financial needs.

Key Tailwinds

Increasing Digitization of Financial Services.

We believe that Brazil’s growing digital landscape provides us with a significant growth opportunity, particularly in the instant payments category, which has been enhanced by Pix rails in recent years. According to information provided by ACI Worldwide, Brazil is expected to be the second largest country in terms of real-time payment transactions per individual per month by the end of 2027, reaching approximately 51.8 transactions per individual

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per month, only behind Bahrain (83.3 transactions per individual per month) and ahead of countries in which instant payments were launched and became widespread among the population years ago, such as India which launched the Unified Payments Interface (UPI) in 2016 and is expected to achieve an average number of 18.2 transactions per individual per month in 2027.

In terms of all real-time payments conducted globally and according to ACI Worldwide data, Brazil accounted for a 15% share by the end of 2022, second only to India, which achieved a 46% share. Additionally, Brazil is expected to have a CAGR of 31% from 2022 to 2027 in terms of the number of real-time payments. This is the highest growth rate compared to Latin America (29%), the Middle East, Africa and South Asia (21%), Asia Pacific (14%), Europe (21%), and North America (27%).

Favorable Regulatory Initiatives.

The COVID-19 pandemic in 2020 led to a significant shift in consumer behavior, when the interest in and adoption of digital accounts and financial platforms increased substantially. According to information provided by the Brazilian Central Bank, the average banking relationships, or number of bank accounts, per individual in Brazil reached 6.0 at the end of 2023, which almost tripled over the last ten years, when Brazilians had an average number of 2.1 accounts per individual. This trend is indicative of a strong tailwind driving the expansion of Open Finance coverage among Brazilians. Since the launch of Open Finance in 2021 as one of the key regulatory initiatives developed by the Brazilian Central Bank to improve consumers’ banking experience, we are experiencing a more innovative environment as financial institutions start to provide a wide range of new products and solutions. We are positioned to capture this opportunity as, at the end of September 2025, according to data available from Open Finance (openfinancebrasil.org), we were the third largest Open Finance player in terms of active consents, reaching 12.3%, behind Nubank (22.3%) and Mercado Pago (13.0%).

As part of the Brazilian Central Bank’s agenda of innovation, payment initiation is key to enhancing digitization and fostering engagement among consumers. It allows third-party providers to initiate payments on behalf of consumers, making it easier for them to transfer funds and make payments using different financial services providers without having to switch between different mobile apps and bank accounts, reducing time and friction (for further details, see “Business — Our Products and Solutions — Businesses Ecosystem — Direct Message). We started operating as a payment initiator in February 2023, providing the ability to complete Pix transactions from other financial institutions through our Account Aggregator. We have observed that transactions initiated by PicPay are growing, which we believe allows us to increase overall spending across both financial and non-financial products and services offered through our open platform.

Our Strengths and Competitive Advantages.

As a result of our unique approach and scale, we believe we are favorably positioned to continue to grow our business with attractive unit economics and expand our addressable market. We expect that our competitive advantages will continue to strengthen as we scale further and compound over time on the back of our large consumer base, our broad product offering and holistic ecosystem. We believe that the keys to our success are based on the main factors described below.

Significant Scale of Customer Base.

Our open platform approach combined with a multitude of cash-in (funding) sources and cash-out (payments) methods has allowed us to become one of the largest day-to-day payments apps in Brazil according to the Brazilian Central Bank. We believe that the scale of both our consumer and business customer base provides a sizable opportunity for up-selling and cross-selling our products and services. Our scale also enables us to establish favorable partnerships with financial institutions to provide attractive pricing for our consumers.

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Our Unique Wallet and Banking Business Model.

We have a unique and scaled wallet and banking business model, providing a complete hub for day-to-day payments, offering a wide range of payment use cases (bills, Pix, P2P, P2M, top ups) and a multitude of sources of funds, such as account balance, credit cards, payment initiation and buy now, pay later, for both consumers and businesses, allowing us to (i) use our complete wallet to add new users with a very low cost to acquire and serve, and (ii) increase customer engagement and collect substantial critical financial and non-financial data, helping us to cross-sell and upsell new products and services, such as credit products (i.e. PicPay credit cards, collateralized and unsecured loans, BNPL, among others). We collect a massive amount of data from our consumers and businesses through our day-to-day payment app, for example, types of credit cards registered on file (multiple categories), average ticket of payment transactions, source of funds used to pay transactions, deposits, investments, bill payments (utilities, credit card invoices, taxes, consumer bills), among others, in combination with our Open Finance capabilities — such as our account aggregator product, where we consolidate in app all other banking accounts from institutions that our consumers have a relationship with.

We ended the third fiscal quarter of 2025 with 42 million quarterly active consumers in our ecosystem and approximately 52 million credit cards registered on file, capturing a total Wallet and Banking TPV of R$127 billion, with an average monthly cash-in of R$42 billion, R$27 billion in deposits (comprised of the sum of “user balance — payment accounts” and “user balance — CDB” from third-party funds in our consolidated financial statements) as of September 30, 2025, and 11% of Pix coverage (which takes into consideration Pix transactions where PicPay was the sending or receiving account for another financial institution and excludes transactions between PicPay accounts), in terms of number of transactions in September 2025. We have presence in almost 100% of all Brazilian municipalities, being present in 5,568 municipalities as of May 16, 2024, according to internal data we collect from our customers, out of a total 5,570 municipalities, based on IBGE’s data for 2022. Additionally, our PicPay app has been installed on 37.4 million Android phones in Brazil as of September 30, 2025, according to Data.ai, a Sensor Tower Company, out of an estimated 128.1 million smartphones used in Brazil, according to Android.com, meaning at least one in four Android phones in Brazil has the PicPay app installed.

Our Wallet and Banking business unit is the foundation of our business model, being the main engine for our business diversification strategy leveraging complementary new businesses and services, mainly (i) our own digital banking business, offering digital credit products such as PicPay credit cards, BNPL, consumer loans and collateralized products such as FGTS, public and private payroll loans, investment products such as CDBs issued by PicPay Bank, investment funds and other fixed income alternatives through the PicPay Invest platform, and also distributing other products and services from third-party partners such as insurance and (ii) our small and medium-sized businesses’ ecosystem, which was designed to make the lives of millions of entrepreneurs easier through a wide range of products and services, such as payment acceptance (Pix via QR Code, payment slips, POS terminals, smart POS, payment links, and online checkouts for the e-commerce), as well as payment tools including Pix and payment assistant and other banking and credit products, such as a small and medium-sized businesses’ digital account (which can be linked through the Account Aggregator for entrepreneurs who also have a consumer account), prepayment of credit card receivables (including receivables captured by other acquirers), and working capital and other similar credit lines.

We believe that our scaled and widely adopted digital wallet is a unique asset compared to other relevant digital challengers, and puts us in a unique position to diversify our business model and to accelerate digital financial services distribution for both consumers and sellers.

Our One-Stop-Shop Model.

We believe that we offer a holistic financial platform that is designed to address the daily financial, shopping and communication needs of our consumers, connecting them to each other and to businesses and third-party financial institutions through a simple, intuitive and seamless platform that leverages social features and user experience. By being a one-stop shop for our consumers, we believe that we position ourselves in all stages of their daily lives, boosting engagement, retention and cross-selling opportunities while improving user experience.

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Our Strong Brand Recognition.

We believe we have built a well-known brand in Brazil. In the financial institutions market, our brand was known by 97% of banked Brazilian adults belonging to the high, upper-middle, and lower-middle income brackets, based on an August 2025 brand tracking study commissioned by us and conducted by IPSOS, a global market research company. Additionally, we were honored to be recognized as the best digital bank in Brazil through a popular vote conducted by the general public during the annual iBest Awards 2024, held in February 2025. The criteria considered in this vote are the following: digital metrics (engagement, impressions, growth); content suitability and quality; audience mobilization; technical evaluation by academy experts; relevance and impact in the sector; and history and performance in previous phases. The iBest Awards is a reputable digital excellence awards in Brazil, aiming to identify and reward the best players of the Brazilian online ecosystem across various online and innovation categories. This recognition not only validates our value proposition but also highlights our commitment to consistently delivering innovative and customer-centric solutions.

Our Powerful Network Effects.

We believe that our platform benefits from strong network effects: as more consumers join our app, it becomes more attractive for businesses, and as more businesses join it, the perception of value proposition for consumers increases. This mutually reinforcing dynamic fuels accelerated growth of our consumer and business customer base at low costs and driving higher engagement and retention. The two-sided nature of our ecosystem is complementary with each side reinforcing the growth of the other side, building a virtuous value cycle for both consumers and businesses, who are drawn to our platform’s convenience. As more consumers join the platform, more businesses and third-party financial institutions are incentivized to come onboard, which further attracts more consumers. Furthermore, we believe our social network drives user engagement by allowing consumers to connect, interact, and transact with friends, families, and businesses. We believe this reinforces the flywheel effect, as more consumers join the social network, it becomes increasingly valuable to each participant, and motivates them to bring their contacts into the ecosystem.

Our Differentiated Approach to Product Development.

We believe that our decentralized organizational structure and playbook of product development enables us to launch and scale new products and services faster than our peers. PicPay is structured into different business units, in which each unit has full responsibility, autonomy and dedicated squads to run its business on a day-to-day basis, prioritizing the

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launch of products and services aligned with our corporate strategy, while at the same time being committed to driving increased profitability for the overall company. The chart below shows the evolution of products and services launched since 2021:

Our Innovative Technology.

We leverage cutting-edge proprietary technology, including AI-driven models, robust security features, and a user-friendly interface, intended to continually enhance the user experience and maintain our competitive edge. Our approach also allows us to embrace new technologies, such as instant payments (P2P, Pix and P2M) and Open Finance without any conflicts of interest. We process many types of transactions, including Pix, which processes over 20,000 payments every minute from the approximately 89 million Pix keys registered on PicPay as of September 30, 2025.

Our World-Class Management Team.

We believe that we have attracted highly talented and experienced executives from the most successful companies across payments, banking, e-commerce, and technology, who have brought deep expertise and creative ideas in technology development, data analytics, product design, branding, business and people management, corporate strategy and credit underwriting, and are closely aligned with our mission and vision. This is supported by a robust governance structure, consisting of executive committees, including risk, compliance, ethics, anti-money laundering, data security and privacy committees.

We believe that our team boasts a deep understanding of the technology and financial services landscape, enabling us to identify strategic acquisition targets that align with our products and services portfolio.

Our Advantaged Unit Economics.

We believe that we operate with favorable unit economics, as evidenced by our ability to recover our consumer acquisition costs, or “CAC,” with cumulative contribution margins, which is the incremental result we generate from our consumers after deducting the costs we incur from their transactions on a cumulative basis, in 9 months on average, while continuing to expand revenue and contribution margins significantly thereafter. We believe our favorable payback dynamics and strong revenue retention rates are supported by our ability to deliver high consumer engagement, low churn, and the strong ability to scale and monetize new products and services.

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Additionally, we have been able to maintain our average cost to serve per quarterly active client at low levels (R$5.9, or US$1.1, on a monthly basis, based on the real/U.S. dollar exchange rate of R$5.3186 per US$1.00 as of September 30, 2025). This is due to our ability to scale our platform and leverage sustainable cost advantages.

Our Vision for the Future

Our growth strategy is centered on a multi-faceted approach designed to solidify our position as a leading financial services platform in Brazil. We believe that through the initiatives below, we are poised for sustainable growth and are confident in our ability to create long-term value for our investors and stakeholders.

Grow within our consumers’ financial lives.

By adding new products and services to our platform and using our digital wallet to access millions of consumers, we bring more usage with product depth, and our app becomes part of our consumers’ daily routine. During the last 12 months, we launched, on average, one product per month, driving higher engagement and decreasing the average time our consumers take to adopt more products. As we further improve our platform and user experience, and expand our ecosystem by introducing new products and services, not only do older cohorts increase the adoption of new products and services, but new cohorts onboard at more mature levels and adopt new products and services faster.

Business diversification.

We are continuously expanding our portfolio of products and services with the goal of becoming the primary financial partner for our individual and business clients, who use our platform daily to make payments, save, invest, access credit, shop, and manage their financial activities. We began as a digital wallet, offering fully digital payment solutions that enabled consumers to make instant transfers and payment, including the ability to use credit cards as a funding source, unlocking new use cases for credit cards among Brazilian consumers.

On top of a consolidated digital wallet, which we view as a powerful data-collection machine due to its transactional robustness and the insights it provides into our consumers’ transactional behavior, we are diversifying our business into a broader ecosystem. We have expanded our financial services offerings, through a fully digitalized suite of credit cards, loans, insurance and investment products. In addition, we are broadening our non-financial services through our Audiences and Ecosystem integration segment, creating greater engagement and monetization opportunities for both individual and business clients, with a particular focus on e-commerce and solutions for everyday life.

Finally, we are expanding our SMB businesses, delivering the same seamless experience we provided to individuals, through tailored solutions such as wallet and banking services, as well as credit solutions such as credit card and prepayment of receivables.

Continuously improving our financial services platform.

We are actively expanding our network of partners, by forging strategic alliances with banks, financial institutions, and investors. In tandem with partner expansion, we expect to increase the share of PicPay credit proprietary products (PicPay credit card, personal loans, secured loans, among others) in our digital wallet amongst our consumers. The low penetration of our own credit products presents an opportunity for us to enhance the PicPay Card, BNPL, personal loans and secured loans on our open platform and engage our consumer base. As we evolved in our strategy from a digital wallet to a broader platform, we observed that our own credit products were crucial for consumer engagement and are key products to drive growth and profitability in our ecosystem. Accordingly, we decided to adopt a multi-funding strategy approach for our financial services marketplace, including “on balance” credit for core and selected products, such as PicPay credit cards, personal and secured loans, which accelerated our move to fully internalize our credit operations, including origination, underwriting, collection, and consumer support. We began originating loans on our balance sheet in October 2023, and the PicPay credit card portfolio was transferred to PicPay from Banco Original in January 2024, fully internalizing our credit card operations at the start of 2024. We believe that by offering our own products and increasing credit exposure to selected consumers and businesses, we foster the growth of our entire ecosystem and significantly improve engagement within our app, expand up-selling and cross-selling opportunities, which should enhance our unit economics.

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Principality.

Our strategic vision includes a clear commitment to becoming our consumers’ primary financial services platform, and we believe our consumers are increasingly choosing PicPay as their primary financial services provider relationship as they become more comfortable with our solutions and user experience, increasing engagement and usage of our products. As of September 30, 2025, an average of 32% of our quarterly active consumers use PicPay as their primary financial services platform, and we aim to grow this level of engagement over the next few years. We consider ourselves to be the primary financial services provider relationship for those of our quarterly active consumers who have: (1) deposited at least 50% of their post-tax monthly income into their PicPay digital wallet; (2) utilized at least 50% of their drawdown credit card limit in the market on our platform; or (3) invested at least three times their post-tax monthly income in any of our investment products.

Customized and personalized approach.

We aim to have a more comprehensive and tailored portfolio of products and services, further enhancing our value proposition beyond the digital wallet and day-to-day payments services, becoming a much broader and deeper two-sided financial ecosystem. We have moved from a one size fits all approach to more targeted and personalized marketing communication and product offerings by analyzing and understanding the financial needs of the various segments of our consumer base. In line with this approach, we are investing in new ads to enhance brand awareness, communicate our new positioning and deliver a more target value proposition.

Open Finance and instant payments.

We continue to strengthen our core strategy to embrace Open Finance and instant payments as independent partners to our consumer and business customers. By focusing on providing the best user experience and transparency, we are committed to leveraging these core principles not only to revolutionize the way consumers and businesses manage their finances, but also to become their financial services platform of choice capable of centralizing all their financial activities in a single hub and having our consumers’ best interests at heart. As of September 30, 2025, PicPay has one of the highest market shares for Open Finance and Pix adoption, with a market share of 12.3% of consumer consents (i.e. consents received from consumers to share their data with PicPay) and 11% of Pix coverage as of September 30, 2025, according to information provided by the Brazilian Central Bank.

Accretive Inorganic Growth Opportunities.

We intend to accelerate our growth by acquiring companies that will expand our product portfolio, improve our capabilities, increase our presence along the value chain or shorten our path to new markets. For instance, our acquisition of Guiabolso accelerated our entry into Open Finance, bringing new technology and expertise to position us as one of the leading players in the market. In February 2023, we acquired BX Blue, a digital marketplace focused on public payroll loans, enabling us to enter a new industry vertical for collateralized products and helping to further diversify our credit portfolio.

Building on this strategy, in September 2025 we signed an agreement to acquire Kovr Participações S.A., a Brazilian company operating in the insurance, capitalization and pension fund segments. Kovr develops and distributes a wide range of insurance products at scale, including life, personal accident, directors and officers (“D&O”) and errors and omissions (“E&O”) insurance, surety, affinity, and travel insurance, among others. Kovr’s capitalization business offers financial products that allow customers to save while making philanthropic donations and competing for cash prizes, whereas its pension fund business focuses on financial assistance and long-term saving solutions.

The Kovr acquisition unlocks several new opportunities for PicPay, such as the following:

• Product development: faster ability to create and launch from scratch digital insurance products in the market;

• Increasing economics: access to additional insurer margin over written premium sold through PicPay’s channels with Kovr, as well as the migration of all other products from current insurers partners;

• Additional revenue streams: growing our insurance footprint by utilizing Kovr’s broader partner network, which currently drives most of Kovr’s overall revenue;

• Seasoned executive team: proven track record of Kovr executives that will remain operating the business on an independent structure.

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The acquisition of Kovr is subject to certain conditions precedent, including regulatory approval. Furthermore, the sellers of Kovr acquired the majority of their interest in Kovr from a subsidiary of Banco Master a short time before we entered into the agreement to acquire Kovr. Banco Master is currently undergoing extrajudicial liquidation. See “Risk Factors — Risks Relating to Our Business and Industry — Any acquisitions, partnerships, joint ventures or divestitures that we consummate, such as the Guiabolso acquisition, the BX acquisition and the Kovr Acquisition, could disrupt our business and harm our financial condition.”

Recent Developments

On November 17, 2025, PicPay Bank completed the issuance of four series of nominative, book-entry and non-convertible Tier 2 Subordinated Debt, all with a fixed interest rate of 17.69% per annum and without early redemption provision, which were duly registered with the Brazilian stock exchange (B3). The nominal amount issued totaled R$501.6 million, with maturities between December 28, 2033 and December 28, 2039.

On November 25, 2025, J&F International invested R$360.0 million in PicPay Netherlands without the issuance of new shares. On the same day, PicPay Netherlands invested the same amount in PicS Ltd., without the issuance of new shares, and PicS Ltd. invested the same amount in PicS Holding, through the issuance and subscription of 360,000,000 quotas, all nominative and with a par value of R$1.00 each.

On November 26, 2025, we approved a disproportional partial spin-off of PicS Holding, which involved the transfer of equity in the amount of R$360.0 million to J&F Participações S.A. As a result, J&F Participações S.A. no longer holds a direct interest in PicS Holding. Following the completion of this transaction, PicS Ltd. became the holder of 100% of the share capital of PicS Holding.

On December 10, 2025, and December 19, 2025, through our subsidiary PicPay Bank, we entered into certain non-recourse credit rights assignment agreements with J&F S.A. for the acquisition of credit rights held against certain electric power distributors arising from the sale of electric power by J&F subsidiaries, as follows:

• on December 10, 2025, Mauá III assigned receivables in the total amount of R$1,097 million, with an annual discount rate of 19.86%, for a total purchase price of R$581 million; and

• on December 19, 2025, Âmbar Energia assigned receivables in the total amount of R$376 million, with an annual discount rate of 19.11%, for a total purchase price of R$325 million.

These agreements provide for the full, irrevocable and irreversible transfer of such credit rights to PicPay Bank, including all related ancillary rights and guarantees. These agreements establish provisions for the reimbursement of amounts to PicPay Bank in the event of disqualification of the credits, as well as specific conditions for the collection, settlement, and transfer of any excess amounts to J&F S.A.

A credit against J&F was recorded on PicPay’s December balance sheet at the amount of the purchase price of the receivables. The value of this asset will change over time due to the accrual of interest and the receipt of the proceeds from the credit rights. The credit rights acquired by PicPay are credits that the power generation companies (Ambar and Mauá III, both J&F subsidiaries and related parties) will have against the power distributors as a result of the delivery of electric power to the distributors. They entitle PicPay to receive the payment from the electric power distributors at the due date of the receivables.

On December 22, 2025, PicPay Bank invested R$100.0 million in FIDC Somacred Vega Sicilia Assistência Financeira. FIDC Somacred Vega Sicilia Assistência Financeira invests in receivables arising from the financial assistance product, which is an advance taken by customers on future withdrawals from their pension plans, originated by Kovr Previdência. PicPay Bank holds approximately 85% of the total outstanding equity capital (quotas) of FIDC Somacred Vega Sicilia Assistência Financeira, represented by senior quotas. The subordinated quotas, equivalent to approximately 5% of the total outstanding quotas, and Mezzanine quotas, equivalent to approximately 10% of the total outstanding quotas, are held by third parties. We expect that additional senior quotas of this FIDC will be offered to third-party investors as well.

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On December, 29, 2025, the Executive Committee of Picpay Bank approved the initiation of the process to constitute a second FIDC with the purpose of acquiring receivables from FGTS consumer loans that we generate in a similar structure and terms to the existing FIDC FGTS created in December 2024. Our goal with the second FDIC FGTS is to generate funding for the growth of our credit portfolio. We expect to complete the establishment and placement of the senior quotas of the second FIDC FGTS during the first quarter of 2026, subject to market conditions.

Selected Preliminary Estimated Results for Fourth Quarter 2025 and Full Year 2025

The following section contains our selected preliminary estimated results relating to certain financial information as of and for the three-month period and year ended December 31, 2025. This information is preliminary and has not been audited or reviewed by our independent auditors. Our actual results as of and for the three-month period and year ended December 31, 2025, may vary from these selected preliminary estimated results and will not be finalized until after we close this offering. Therefore, our financial statements as of and for December 31, 2025 are not available. Factors that could cause actual results to differ from those described below are set forth in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus.

Three-Month Period Ended December 31, 2025, Compared to Three-Month Period Ended December 31, 2024

	For the three-month period ended December 31,
	2025(1)		2024	Variation
	(in millions of R$)			(%)
Total revenue and financial income	2,810.9		1,786.3	57.4%
Profit (loss) before income taxes	(80.1	)	62.8	n.m.
Profit for the period	675.9		79.8	747.0%
Adjusted Gross Profit(2)	965.3		731.9	31.9%
Adjusted Profit Before Income Taxes(3)	204.3		62.8	225.6%
Adjusted Profit(4)	135.9		79.8	70.3%

____________

n.m. = not meaningful.

(1) Preliminary estimates relating to this financial information relate to the midpoint range of our management’s estimates, except for the adjustments to profit before income taxes and profit for the period, for which an expected value, subject to variation, is shown but no range is given.

(2) For a reconciliation of Adjusted Gross Profit to profit before income taxes, see “— Adjusted Gross Profit.”

(3) For a reconciliation of Adjusted Profit Before Income Taxes to profit before income taxes, see “— Adjusted Profit Before Income Taxes.”

(4) For a reconciliation of Adjusted Profit to financial income, see “— Adjusted Profit.”

We expect our Total revenue and financial income to be between R$2,738.9 million and R$2,883.0 million for the three-month period ended December 31, 2025, representing an expected increase ranging between R$952.6 million and R$1,096.7 million compared to R$1,786.3 million for the three-month period ended December 31, 2024.

We expect our loss before income taxes to be between R$75.8 million and R$84.3 million for the three-month period ended December 31, 2025, compared to a profit before income taxes of R$62.8 million for the three-month period ended December 31, 2024.

We expect our Profit for the period to be between R$640.3 million and R$711.5 million for the three-month period ended December 31, 2025, representing an expected increase ranging between R$560.5 million and R$631.7 million compared to R$79.8 million for the three-month period ended December 31, 2024.

We expect our Adjusted Gross Profit, a Non-IFRS Accounting Standards Measure, to be between R$940.5 million and R$990.0 million for the three-month period ended December 31, 2025, representing an expected increase ranging between R$208.6 million and R$258.1 million compared to R$731.9 million for the three-month period ended December 31, 2024.

We expect our Adjusted Profit Before Income Taxes, a Non-IFRS Accounting Standards Measure, to be between R$193.5 million and R$215.0 million for the three-month period ended December 31, 2025, representing an expected increase ranging between R$130.7 million and R$152.2 million compared to R$62.8 million for the three-month period ended December 31, 2024.

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We expect our Adjusted Profit, a Non-IFRS Accounting Standards Measure, to be between R$128.7 million and R$143.0 million for the three-month period ended December 31, 2025, representing an expected increase ranging between R$48.9 million and R$63.2 million compared to R$79.8 million for the three-month period ended December 31, 2024.

Adjusted Gross Profit

We calculate Adjusted Gross Profit as our Profit before income taxes, adjusted to exclude the following items of income and expense which are not variable expenses that fluctuate with payment and lending volume levels and with the sale of our products and services: (i) technology expenses; (ii) marketing expenses; (iii) personnel expenses; (iv) administrative expenses; (v) depreciation and amortization; (vi) other expenses; and (vii) other income. We consider Adjusted Gross Profit to be a performance measure. However, Adjusted Gross Profit is not a measure under IFRS Accounting Standards and should not be considered as a substitute for Profit (loss) for the period or any other measure of operating performance determined in accordance with IFRS Accounting Standards. For more information, see “Presentation of Financial and Other Information — Non-IFRS Accounting Standards Measures.”

The following table sets forth a reconciliation of Adjusted Gross Profit to our Profit before income taxes for the periods shown:

	For the three-month period ended December 31,
	2025(1)		2024
	(in millions of R$)
Profit before income taxes	(80.1	)	62.8
Adjustments:
Technology expenses	132.0		127.0
Marketing expenses	69.6		106.7
Personnel expenses	581.6		304.4
Administrative expenses	153.1		60.5
Depreciation and amortization	105.3		85.3
Other expenses	25.2		4.6
Other income	(21.4	)	(19.3	)
Adjusted Gross Profit	965.3		731.9

____________

n.m. = not meaningful.

(1) Preliminary estimates relating to this financial information relate to the midpoint range of our management’s estimates.

Adjusted Profit Before Income Taxes

We calculate Adjusted Profit Before Income Taxes as our Profit Before Income Taxes, adjusted to include or exclude certain non-recurring and/or non-cash items of income and expense, such as: (i) initial recognition of share-based long-term incentive plan expenses; and (ii) expenses related to one-time provisions for contingencies. Our management believes this measure along with comparable IFRS Accounting Standards measure, provides a meaningful view of our underlying operating performance. A Non-IFRS Accounting Standards measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS Accounting Standards measure.

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The following table sets forth a reconciliation of Adjusted Profit Before Income Taxes to our Profit before income taxes for the periods shown:

	For the three-month period ended December 31,
	2025(1)		2024
	(in millions of R$)
Profit before income taxes	(80.1	)	62.8
Adjustments:
Expenses related to share-based long-term incentive plan(2)	232.0		—
Expenses related to provisions for contingencies(3)	67.3		—
Adjusted Profit Before Income Taxes	204.3		62.8

____________

n.m. = not meaningful.

(2) Refers to the recognition of estimated non-cash expenses in the amount of R$232.0 million related to one-time initial expenses of the share-based long-term incentive plan as a result of this offering. This initial recognition of LTIP expenses results from the imminent expectation of the initial public offering, and is not expected to recur in the future. The actual financial impact of this recognition is dependent on the ultimate pricing of this offering and will therefore vary in accordance therewith.

(3) Refers to the recognition of estimated expenses related to the establishment of provisions for the following contingencies: (i) estimated expenses in the amount of R$33.5 million related to labor taxes payable on bonuses awarded for employee performance in 2023 and 2024 for which our assessment of the expected outcome has been updated; and (ii) estimated expenses in the amount of R$33.7 million related to Contribution for Intervention in the Economic Domain (“CIDE”) dispute for which our assessment of the expected outcome has been updated. From the total amount of this provision, R$28.1 million corresponds to years prior to 2025 and R$5.6 million corresponds to 2025. CIDE is a Brazilian federal levy designed to fund government initiatives that regulate, promote, or develop specific sectors of the economy. We do not expect provisions for these contingencies to recur in the future, as the practices that gave rise to the contingencies have been discontinued.

Adjusted Profit

We calculate Adjusted Profit as our profit for the period/year, adjusted to include or exclude certain non-recurring and/or non-cash items of income and expense, such as: (i) initial recognition of share-based long-term incentive plan expenses; (ii) expenses related to one-time provision for contingencies; and (iii) initial recognition of certain tax assets. Our management believes this measure, along with comparable IFRS Accounting Standards measure, provides a meaningful view of our underlying operating performance. However, Adjusted Profit is not a measure under IFRS Accounting Standards and should not be considered as a substitute for profit before taxes for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards.

The following table sets forth a reconciliation of Adjusted Profit to our profit for the periods shown:

	For the three-month period ended December 31,
	2025(1)		2024
	(in millions of R$)
Profit for the period	675.9		79.8
Adjustments:
Expenses related to share-based long-term incentive plan(2)	153.1		—
Expenses related to provision for contingencies(3)	51.0		—
Recognition of deferred tax assets(4)	(772.6	)	—
Adjusted Profit	135.9		79.8

____________

n.m. = not meaningful.

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(2) Refers to the recognition of estimated after-tax non-cash expenses in the amount of R$153.1 million related to one-time initial expenses of the share-based long-term incentive plan as a result of this offering. This initial recognition of LTIP expenses results from the imminent expectation of the initial public offering, and is not expected to recur in the future. The actual financial impact of this recognition is dependent on the ultimate pricing of this offering and will therefore vary in accordance therewith.

(3) Refers to the recognition of estimated expenses related to the establishment of provisions for the following contingencies: (i) estimated expenses in the after-tax amount of R$24.4 million related to unpaid labor taxes on bonuses awarded for employee performance in 2023 and 2024 for which our assessment of the expected outcome has been updated; and (ii) estimated expenses in the amount of R$26.6 million related to Contribution for Intervention in the Economic Domain (“CIDE”), a dispute for which our assessment of the expected outcome has been updated. From the total after-tax amount of this provision, R$ 22.1 million corresponds to years prior to 2025 and R$4.5 million corresponds to 2025. CIDE is a Brazilian federal levy designed to fund government initiatives that regulate, promote, or develop specific sectors of the economy. We do not expect provisions for these contingencies to recur in the future, as the practices that gave rise to the contingencies have been discontinued.

(4) Refers to the recognition of previously unrecognized estimated deferred tax assets in the amount of R$772.6 million based on expectations that Picpay Payment Institution will generate sufficient taxable profit in the future against which the asset can be realized. We do not expect the recognition of a previously unrecognized material DTA to recur in the future.

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024

	For the year ended December 31,
	2025(1)	2024	Variation
	(in millions of R$)		(%)
Total revenue and financial income	9,760.7	5,570.1	75.2	%
Profit before income taxes	220.1	346.0	(36.4	)%
Profit for the year	958.0	251.8	280.5	%
Adjusted Gross Profit	3,405.7	2,750.8	23.8	%
Adjusted Profit Before Income Taxes	504.5	346.0	45.8	%
Adjusted Profit for the Year	418.0	251.8	66.0	%

____________

We expect our total revenue and financial income to be between R$9,510.5 million and R$10,011.0 million for the year ended December 31, 2025, representing an expected increase ranging between R$3,940.4 million and R$4,440.9 million compared to R$5,570.1 million for the year ended December 31, 2024.

We expect our profit before income taxes to be between R$208.6 million and R$231.7 million for the year ended December 31, 2025, representing an expected decrease ranging between R$137.4 million and R$114.3 million compared to R$346.0 million for the year ended December 31, 2024.

We expect our profit for the year to be between R$907.6 million and R$1,008.5 million for the year ended December 31, 2025, representing an expected increase ranging between R$655.8 million and R$756.7 million compared to R$251.8 million for the year ended December 31, 2024.

We expect our Adjusted Gross Profit, a Non-IFRS Accounting Standards Measure, to be between R$3,318.4 million and R$3,493.0 million for the year ended December 31, 2025, representing an expected increase ranging between R$567.6 million and R$742.2 million compared to R$2,750.8 million for the year ended December 31, 2024.

We expect our Adjusted Profit Before Income Taxes, a Non-IFRS Accounting Standards Measure, to be between R$477.9 million and R$531.0 million for the year ended December 31, 2025, representing an expected increase ranging between R$131.9 million and R$185.0 million compared to R$346.0 million for the year ended December 31, 2024.

We expect our Adjusted Profit for the Year, a Non-IFRS Accounting Standards Measure, to be between R$396.0 million and R$440.0 million for the year ended December 31, 2025, representing an expected increase ranging between R$144.2 million and R$188.2 million compared to R$251.8 million for the year ended December 31, 2024.

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Adjusted Gross Profit

We calculate Adjusted Gross Profit as our Profit before income taxes, adjusted to exclude the following items of income and expense which are not variable expenses that fluctuate with payment and lending volume levels and with the sale of our products and services: (i) technology expenses; (ii) marketing expenses; (iii) personnel expenses; (iv) administrative expenses; (v) depreciation and amortization; (vi) other expenses; and (vii) other income. A Non-IFRS Accounting Standards measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS Accounting Standards measure.

The following table sets forth a reconciliation of Adjusted Gross Profit to our Profit before income taxes for the periods shown:

	For the year ended December 31,
	2025(1)		2024
	(in millions of R$)
Profit before income taxes	220.1		346.0
Adjustments:
Technology expenses	505.3		508.6
Marketing expenses	397.2		333.2
Personnel expenses	1,456.9		1,090.8
Administrative expenses	417.9		234.4
Depreciation and amortization	425.3		292.9
Other expenses	76.0		33.0
Other income	(93.0	)	(88.2	)
Adjusted Gross Profit	3,405.7		2,750.8

____________

Adjusted Profit Before Income Taxes

We calculate Adjusted Profit Before Income Taxes as our profit before income taxes, adjusted to include or exclude certain non-recurring and/or non-cash items of income and expense, such as: (i) initial recognition of share-based long-term incentive plan expenses; and (ii) expenses related to one-time provision for contingencies. Our management believes this measure, along with comparable IFRS Accounting Standards measure, provides a meaningful view of our underlying operating performance. However, Adjusted Profit Before Taxes is not a measure under IFRS Accounting Standards and should not be considered as a substitute for profit before taxes for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards.

The following table sets forth a reconciliation of Adjusted Profit Before Income Taxes to our Profit before income taxes for the years shown:

	For the year ended December 31,
	2025(1)	2024
	(in millions of R$)
Profit before income taxes	220.1	346.0
Adjustments:
Expenses related to share-based long-term incentive plan(2)	232.0	—
Expenses related to provision for contingencies(3)	67.3	—
Adjusted Profit Before Income Taxes	504.5	346.0

____________

n.m. = not meaningful.

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Adjusted Profit for the Year

We calculate Adjusted Profit for the Year as our profit for the year, adjusted to include or exclude certain non-recurring and/or non-cash items of income and expense, such as: (i) initial recognition of share-based long-term incentive plan expenses; (ii) expenses related to one-time provision for contingencies; and (iii) recognition of tax assets. Our management believes this measure, along with comparable IFRS Accounting Standards measure, provides a meaningful view of our underlying operating performance. A Non-IFRS Accounting Standards measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS Accounting Standards measure.

The following table sets forth a reconciliation of Adjusted Profit for the Year to our Profit for the years shown:

	For the year ended December 31,
	2025(1)		2024
	(in millions of R$)
Profit for the year	958.0		251.8
Adjustments:
Expenses related to share-based long-term incentive plan(2)	153.1		—
Expenses related to provision for contingencies(3)	51.0		—
Recognition of deferred tax assets(4)	(772.6	)	—
Adjusted Profit for the Year	418.0		251.8

____________

(3) Refers to the recognition of estimated expenses related to the establishment of provisions for the following contingencies: to certain provisions for contingencies, including (i) estimated expenses in the after-tax amount of R$24.4 million related to unpaid labor taxes payable on bonuses awarded for employee performance in 2023 and 2024 for which our assessment of the expected outcome has been updated; and (ii) estimated expenses in the amount of R$26.6 million related to Contribution for Intervention in the Economic Domain (“CIDE”), a dispute for which our assessment of the expected outcome has been updated. From the total after-tax amount of this provision, R$22.1 million corresponds to years prior to 2025 and R$4.5 million corresponds to 2025. CIDE is a Brazilian federal levy designed to fund government initiatives that regulate, promote, or develop specific sectors of the economy. We do not expect provisions for these contingencies to recur in the future, as the practices that gave rise to the contingencies have been discontinued.

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Expected Capital Ratios

Until the end of September 2025, we disclosed a single Capital Adequacy Ratio, as our common equity capital ratio, our Tier I capital ratio and our total capital ratio were identical. That will no longer be the case after the issuance of Tier 2 Subordinated Debt that occurred during the fourth quarter of 2025. We will, therefore, begin to disclose our Common Equity Capital Ratio, our Tier 1 Capital Ratio and our Total Capital Ratio, for which we present below our expected preliminary ratios for December 2025.

We expect our common equity capital ratio to be between 8.6% and 8.9% for the year ended December 31, 2025, which is 1.6 p.p. and 1.9 p.p. above the 7% threshold consisting of the minimum regulatory requirement of 4.5% plus the capital conservation buffer of 2.5%. This represents an expected decrease ranging between 1.09 p.p. and 0.79 p.p., compared to 9.69% in our Capital Adequacy Ratio for the year ended December 31, 2024. The expected common equity capital ratio incorporates the anticipated impact of additional provisions for credit losses to be recorded in our financial statements prepared according to standards issued by BACEN, estimated between R$142.4 million and R$192.7 million for the year ended December 31, 2025. These additional provisions resulted from an update of the estimates for the determination of expected credit losses according to BACEN requirements.

We expect our Tier I capital ratio to be between 8.6 p.p. and 8.9 p.p. for the year ended December 31, 2025, which is 0.1 p.p. and 0.4 p.p. above the 8.5% threshold consisting of the minimum regulatory requirement of 6% plus the capital conservation buffer of 2.5%. It represents an expected decrease ranging between 1.09 p.p. and 0.79 p.p., compared to 9.69% in our Capital Adequacy Ratio for the year ended December 31, 2024.

We expect our total capital ratio to be between 11.2% and 11.5% for the year ended December 31, 2025, which is 0.7 p.p. and 1.0 p.p. above the 10.5% threshold consisting of the minimum regulatory requirement of 8% plus the capital conservation buffer of 2.5%. It represents an expected increase ranging between 1.51 p.p. and 1.81 p.p., compared to 9.69% compared to our Capital Adequacy Ratio for the year ended December 31, 2024.

The expected total capital ratio also incorporates, in addition to the aforementioned impact of additional provisions, the impact of the issuance of Tier II Subordinated Debt in the amount of R$501.6 million on November 17, 2025, as mentioned as an event after the reported period in our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2025. For more information, see “— Recent Developments.”

Cautionary Statement Regarding Selected Preliminary Estimated Results

Our selected preliminary estimated results for the three months ended December 31, 2025 and for the year ended December 31, 2025 are preliminary and subject to completion, have not been audited or reviewed by our independent auditors, and reflect our management’s current views. While we have prepared these selected preliminary estimated results in good faith and based on information available at the time of preparation, no assurance can be made that actual results and other information presented will not change as a result of our management’s review of results and other factors. These selected preliminary estimated results are subject to finalization and closing of our accounting books and records (which have yet to be performed) and should not be viewed as a substitute for full quarterly or annual financial statements prepared in accordance with IFRS Accounting Standards. These selected preliminary estimated results depend on several factors, including weaknesses in our internal controls and financial reporting process (as described under “Risk Factors”) and our ability to timely and accurately report our financial results. In addition, the estimates and assumptions underlying these selected preliminary estimated results include, among other things, economic, competitive, regulatory and financial market conditions and business decisions that may not be accurately reflected and that are inherently subject to significant uncertainties and contingencies, including, among others, risks and uncertainties described in the section entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond our control.

There can be no assurance that the underlying assumptions or estimates will be realized; in particular, while we do not expect that our selected preliminary estimated results will differ materially from our actual results for the three months ended December 31, 2025 and for the year ended December 31, 2025, we cannot assure you that our selected preliminary estimated results will be indicative of our financial results for future interim or year-end periods. As a result, the selected preliminary estimated results cannot necessarily be considered predictive of actual operating results for the periods described above, and this information should not be relied on as such. You should read this information together with the sections entitled

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and unaudited condensed consolidated interim financial statements, including the notes thereto, included elsewhere in this prospectus.

The selected preliminary estimated results presented above were prepared by and are the responsibility of our management. No independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the financial information contained in these selected preliminary estimated results. Accordingly, no independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto, and no independent registered public accounting firm assumes any responsibility for these selected preliminary estimated results. The report of the independent registered public accounting firm included elsewhere in this prospectus relates to our historical financial information. Such report does not extend to these selected preliminary estimated results and should not be read to do so.

By including in this prospectus a summary of selected preliminary estimated results regarding our financial and operating results, neither we nor any of our respective advisors or other representatives has made or makes any representation to any person regarding our ultimate performance compared to the information contained in these selected preliminary estimated results, and actual results may materially differ from those described above. We do not undertake any obligation unless required by applicable law to update or otherwise revise these selected preliminary estimated results set forth herein to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events or to reflect changes in general economic or industry conditions, even in the event that any or all of the underlying assumptions are shown to be in error.

Our Corporate Structure

The following chart reflects our corporate structure as of the date of this prospectus:

____________

(1) All of the issued and outstanding capital stock of J&F Participações is jointly controlled, pursuant to a shareholders’ agreement, by Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders. For more information about the shareholders’ agreement of J&F Participações, see “Principal Shareholders — Shareholders’ Agreement of J&F Participações.”

(2) Mr. José Antonio Batista Costa is our chairman and one of our non-executive directors. He is a nephew of Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders. Mr. José Antonio Batista Costa has been appointed as beneficiary of Stichting JAB, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting JAB. For more information about Mr. José Antonio Batista Costa, see “Management.”

(3) Mr. Anderson Chamon is PicPay Brazil’s co-founder and its executive vice-president of new businesses. Mr. Anderson Chamon has been appointed as beneficiary of Stichting ACC Family, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting ACC Family.

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(4) Other shareholders refers to: (i) Stichting AGR, which directly owns % of our Class A common shares, and % of our total common shares; and (ii) Stichting ECS, which directly owns % of our Class A common shares and % of our total common shares. Mr. Aguinaldo Gomes Ramos Filho, a nephew of Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista and a cousin of Mr. José Antonio Batista Costa, has been appointed as beneficiary of Stichting AGR, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting AGR. Mr. Eduardo Chedid Simões, our chief executive officer and executive director, has been appointed as beneficiary of Stichting ECS, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting ECS. For more information about Mr. Eduardo Chedid Simões, see “Management.”

(5) As of the date of this prospectus, PicPay Netherlands directly holds 100% of the Class B common shares of PicS Ltd. (representing 99.615% of the total issued and outstanding common shares of PicS Ltd.) and indirectly owns the beneficial entitlement to 100% of the Class A common shares of PicS Ltd. (representing 0.385% of the total issued and outstanding common shares of PicS Ltd.). Prior to the closing of this offering, PicS Ltd. is expected to be eliminated from our corporate structure by way of dissolution, merger or other corporate transaction.

(6) On December 31, 2023, J&F International and Banco Original entered into agreements for the sale and transfer of shares of PicPay Netherlands, equivalent to 9.5% of the share capital of PicPay Netherlands. After the totality of the transfer was effected, Banco Original became the owner of 9.5% of the share capital of PicPay Netherlands.

(7) The FIDC FGTS began operating on December 17, 2024, with the purpose of acquiring receivables generated from FGTS consumer loans that we generate. PicPay Bank is required to hold at least 15% of the total quotas of the FIDC FGTS as a guarantee for senior investors. This minimum threshold may vary upon the occurrence of certain defaults or liquidation events, but it must not be below 15%. This structure ensures that PicPay Bank bears the subordinated risk, prioritizing lower risk for the holders of senior quotas. The roles that PicPay Bank and PicPay Brazil have in the FIDC PicPay I are not applicable to the FIDC FGTS, since this fund is structured for PicPay Bank to hold all of the subordinated quotas.

(8) “JAB Capital SP Fund, Belami Capital SP Fund and AGR Capital SP Fund” refer to private investment funds organized within a segregated portfolio company in the Cayman Islands.

The following chart reflects our corporate structure, after giving effect to this offering (assuming no exercise of the underwriters’ option to purchase additional Class A common shares).

____________

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(2) Mr. José Antonio Batista Costa is our chairman and one of our non-executive directors. He is a nephew of Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders. For more information about Mr. José Antonio Batista Costa, see “Management.” Mr. José Antonio Batista Costa has been appointed as beneficiary of Stichting JAB, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting JAB.

(4) Other shareholders refers to: (i) Stichting AGR, which will directly own % of our Class A common shares, and % of our total common shares; (ii) Stichting ECS, which will directly own % of our Class A common shares and % of our total common shares; and (iii) investors purchasing our Class A common shares in this offering, who will own % of our Class A common shares, and % of our total common shares. Mr. Aguinaldo Gomes Ramos Filho, a nephew of Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista and a cousin of Mr. José Antonio Batista Costa, has been appointed as beneficiary of Stichting AGR, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting AGR. Mr. Eduardo Chedid Simões, our chief executive officer and executive director, has been appointed as beneficiary of Stichting ECS, and as such holds the beneficial entitlement to the shares in PicPay Netherlands held by Stichting ECS. For more information about Mr. Eduardo Chedid Simões, see “Management.”

Our Ultimate Controlling Shareholders and the Batista Family

Following this offering, J&F Participações, which is jointly controlled, pursuant to a shareholders’ agreement, by Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders, will beneficially own 100% of our Class B common shares, which will represent approximately % of the combined voting power in our general meeting following this offering, assuming no exercise of the underwriters’ option to purchase additional Class A common shares. As a result, our ultimate controlling shareholders will have the ability to control matters submitted to a vote of shareholders; appoint a substantial majority of the members of our board of directors; and exercise overall control over us. See “Risk Factors — Risks Relating to Our Business and Industry — Our ultimate controlling shareholders are expected to have influence over the conduct of our business and may have interests that are different from yours.”

On March 31, 2021, J&F S.A., or “J&F,” and Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista entered into a Share Purchase Agreement, pursuant to which they each purchased 12,499,999 common shares and 25,000,000 preferred shares of J&F Participações S.A. held by J&F. Subsequently, on September 10, 2021, Mr. José Batista Sobrinho, JBJ Agropecuária Ltda., Mr. Joesley Mendonça Batista and Mr. Wesley Mendonça Batista entered into a Share Purchase Agreement, pursuant to which Mr. Joesley Mendonça Batista purchased 12,500,001 shares of J&F Participações S.A. held by Mr. José Batista Sobrinho and Mr. Wesley Mendonça Batista purchased 12,500,001 shares of J&F Participações S.A. held by JBJ Agropecuária Ltda. As a result of these transactions, Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista became owners of the totality of the capital stock of J&F Participações S.A. On March 4, 2022, Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista entered into a shareholders’ agreement in respect of their interest in J&F Participações’ capital stock and pursuant to which they jointly control J&F Participações. Messrs. José Batista Sobrinho and José Batista Júnior are not shareholders of, or parties to the shareholders’ agreement of J&F Participações. For more information about the shareholders’ agreement of J&F Participações, see “Principal Shareholders — Shareholders’ Agreement of J&F Participações.”

Our ultimate controlling shareholders and our affiliate J&F S.A., or “J&F,” which is controlled by our ultimate controlling shareholders, are subject to ongoing obligations under agreements entered into in 2017 to settle investigations and proceedings initiated by enforcement authorities in Brazil involving matters unrelated to our company. As a consequence of these agreements and other proceedings related to the matters set forth therein, the reputation of our ultimate controlling shareholders suffered. For more information, see “Risk Factors — Risks Relating to Our Business and Industry — We are subject to reputational risk in connection with U.S. and Brazilian civil and criminal actions and investigations involving our ultimate controlling shareholders, which may materially adversely impact our business and prospects and damage our reputation and image” and the cover page of this prospectus. However, Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista do not currently intend to have a management position in or serve as a member of the board of directors of PicPay Netherlands or any of its subsidiaries, including PicPay Brazil. For more information about our board of directors, see “Management — Board of Directors.”

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Other members of the Batista family and affiliated entities serve on our management team and/or hold a portion of our Class A common shares. For example, Mr. José Antonio Batista Costa is our chairman and a non-executive director. He is a nephew of Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista. Immediately following the consummation of this offering, Mr. José Antonio Batista Costa will beneficially own % of our Class A common shares, which will represent approximately % of the combined voting power in our general meeting following this offering (assuming no exercise of the underwriters’ option to purchase additional Class A common shares). In addition, immediately following the consummation of this offering, Mr. Aguinaldo Gomes Ramos Filho will beneficially own % of our Class A common shares, which will represent approximately % of the combined voting power in our general meeting following this offering (assuming no exercise of the underwriters’ option to purchase additional Class A common shares). Mr. Aguinaldo Gomes Ramos Filho is a nephew of Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista and a cousin of Mr. José Antonio Batista Costa. Finally, Banco Original, which is a Brazilian financial institution duly authorized by the Brazilian Central Bank and wholly-owned subsidiary of J&F Participações, will beneficially own % of our Class A common shares, which will represent approximately % of the combined voting power in our general meeting following this offering (assuming no exercise of the underwriters’ option to purchase additional Class A common shares).

During the period covered by the financial statements included in this prospectus, we have engaged in transactions with related parties that have had a material impact on our results of operations and financial position, such as certain agreements with Banco Original, which is controlled by our ultimate controlling shareholders. In 2023, J&F Participações announced its plan to integrate Banco Original’s retail operations with PicPay, and we entered into a Cost Sharing Agreement (Contrato de Compartilhamento de Despesas) with Banco Original to regulate the terms and conditions governing the sharing of support areas between PicPay Brazil and Banco Original. The integration of Banco Original’s retail operations began with the transfer of its personal checking accounts and associated assets to the PicPay platform in July 2023. We also began originating personal loans in October 2023, and the PicPay credit card portfolio was transferred to PicPay from Banco Original in January 2024, fully internalizing our credit card operations at the start of 2024. For more information, see “Related Party Transactions,” “Risk Factors — Risks Relating to Our Business and Industry — We have entered into material transactions with related parties” and “Related Party Transactions,” “Business — Our History — Recent Acquisitions and Corporate Transactions” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Principal Factors Affecting our Financial Condition and Results of Operations — Acquisitions and New Lines of Business and Other Developments.”

Corporate Information

The registered office address of PicPay Netherlands is at Stroombaan 10, 1181 VX Amstelveen, the Netherlands. Prior to the closing of this offering, we intend to convert Picpay Holdings Netherlands B.V., a Dutch private company with limited liability, into a Dutch public limited liability company and to change the name of the company to PicS N.V. Our principal executive offices are located at Av. Manuel Bandeira, 291, Block A, 1st floor (22 and 23), 2nd floor and 3rd floor, São Paulo, SP, 05317-020, Brazil. We are registered with the trade register of the Dutch chamber of commerce (Kamer van Koophandel) under number 92410456. Our principal website is www.picpay.com. The information contained in, or accessible through, our website is not incorporated by reference in, and should not be considered part of, this prospectus.

Summary of Risk Factors

Investing in our Class A common shares involves risks. You should carefully consider the risks described in the “Risk Factors” before making a decision to invest in our Class A common shares. If any of these risks actually occur, our business, financial condition or results of operations would likely be materially adversely affected. In this case, the trading price of our Class A common shares would likely decline, and you may lose all or part of your investment. The following is a summary of some of the principal risks we face.

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Risks Relating to Our Business and Industry

• A decline in the use of our payment platform or adverse developments with respect to the payment processing industry in general could have a material adverse effect on our business, financial condition and results of operations.

• A decline in the use of credit or prepaid cards as a payment mechanism for consumers or adverse developments with respect to the payment processing industry in general could have a material adverse effect on our business, financial condition and results of operations.

• We rely on payment card networks to process the majority of our transactions. If we fail to comply with the applicable requirements of the payment card networks, we could be fined, suspended or terminated from the networks, which would have a material adverse effect on our business, financial condition and results of operations.

• Our systems and our third party providers’ systems may fail due to factors beyond our control, which could interrupt our provision of services, cause us to lose business, increase our costs and impair our ability to provide our services and products effectively to our consumers.

• Our ability to remain competitive and achieve further growth will depend in part on our ability to upgrade our information technology systems and expand our capacity on a timely and cost-effective basis.

• Inadequacy or disruption of our disaster recovery plans and procedures in the event of a catastrophe would adversely affect our operations.

• Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services could expose us to liability, protracted and costly litigation and damage our reputation.

• Our historical loan losses may not be indicative of future loan losses, and changes in our business may materially adversely affect the quality of our loan portfolio.

Risks Relating to Legal and Regulatory Matters

• Our business is subject to extensive government regulation and oversight in Brazil, and our status under these regulations may change. Any failure to comply with current or future regulations could result in significant costs, expose us to substantial liability, or require adjustments to our business practices. Any of these outcomes may materially and adversely affect our business and results of operations.

• Funding of digital wallets via credit card is a relevant business for us, and this product is being challenged by incumbent institutions, and Brazilian authorities are conducting an inquiry of certain players, including us. If funding of digital wallets via credit card transactions is deemed incompatible with the applicable legal and regulatory framework in Brazil, we could be required to change our products to comply with new understandings of the Brazilian authorities, which could adversely affect the results of our operations.

• We are subject to costs and risks associated with increased or changing laws and regulations affecting our business, including those relating to the sale of consumer products. Specifically, developments in data protection and privacy laws could harm our business, financial condition or results or operations.

• Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws may adversely affect our results of operations.

• We are subject to anti-corruption, anti-bribery, anti-terrorism and anti-money laundering laws and regulations, and any failure to comply with these regulations may lead to criminal liability, administrative and civil lawsuits, significant fines and penalties, loss of key banking and other relationships, forfeiture of significant assets, as well as reputational harm.

• Misconduct of our directors, officers, employees, consultants or third-party service providers could harm us by impairing our ability to attract and retain consumers and subjecting us to legal liability and reputational harm.

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Risks Relating to Brazil

• The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazil’s political and economic conditions, could harm us and the price of our Class A common shares.

• Political instability in Brazil may harm us and the price of our Class A common shares.

• Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future could harm our business and the price of our Class A common shares.

• Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares.

• Fluctuations in interest rates may have a material adverse effect on our business.

Risks Relating to Being a Foreign Private Issuer, an Emerging Growth Company and a Controlled Company

• As a foreign private issuer and an “emerging growth company” (as defined in the JOBS Act), we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.

• As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq corporate governance standards. As a result, you may not have the same protections afforded to shareholders of U.S. domestic companies.

• As a “controlled company” within the meaning of the corporate governance standards of Nasdaq, we will qualify for, and may rely on, exemptions from certain Nasdaq corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are not “controlled companies.”

• We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

Risks Relating to Our Class A Common Shares and this Offering

• There is no existing market for our Class A common shares, and we do not know whether one will develop to provide you with adequate liquidity. If our share price fluctuates after this offering, you could lose a significant part of your investment.

• Sales of substantial amounts of our Class A common shares in the public market, or the perception that these sales may occur, could cause the market price of our Class A common shares to decline.

• We have granted the holders of our Class B common shares preemptive rights to acquire shares that we may issue in the future, which may impair our ability to raise funds.

• Anti-takeover provisions in our Articles of Association could deter potential acquirers and make an acquisition of us difficult, limit attempts by our shareholders to replace or remove our current directors, and limit the market price of our common shares.

• We do not anticipate paying any cash dividends in the foreseeable future.

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Implications of Being an Emerging Growth Company

As a company with revenues below US$1.235 billion during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in the United States. These provisions include:

• the ability to present more limited financial data for our IPO, including presenting only two years of audited consolidated financial statements and only two years of selected financial data, as well as only two years of related management’s discussion and analysis of financial condition and results of operations disclosure;

• an exemption from the independent auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and

• to the extent that we no longer qualify as a foreign private issuer, (1) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (2) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, including golden parachute compensation.

We may take advantage of certain of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than US$1.235 billion in annual revenue, have more than US$700 million in market value of our ordinary shares held by non-affiliates or issue more than US$1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of the above-described provisions. For example, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Given that we currently report and expect to continue to report under IFRS Accounting Standards, as issued by the IASB, we have irrevocably elected not to avail ourselves of any extended transition period provided for by IFRS Accounting Standards and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies. References to an “emerging growth company” in this prospectus shall have the meaning associated with that term in the JOBS Act.

Dutch Law

PicPay Netherlands is subject to the Dutch Civil Code (Burgerlijk Wetboek). In addition, a company having its corporate seat in the Netherlands with its shares admitted to listing on a stock exchange, including a company with shares listed on Nasdaq, is required under Dutch law to disclose in its management report whether it complies with the provisions of the Dutch Corporate Governance Code and, if not, to explain the reasons for such deviations. The Dutch Corporate Governance Code contains, inter alia, principles and best practice provisions that regulate relations between a company’s board of directors and its shareholders (e.g., the general meeting) and its audit and financial reporting functions.

Dutch Corporate Governance Code

The Dutch Corporate Governance Code (“DCGC”) contains both principles and best practice provisions that regulate relations between the board of directors and the general meeting/shareholders. The principles and provisions are aimed at defining responsibilities for sustainable long-term value creation, risk control, effective management and supervision, remuneration and the relationship with shareholders (including the general meeting of shareholders) and stakeholders. The DCGC is divided into five chapters which address the following topics: (i) sustainable long-term value creation; (ii) effective management and supervision; (iii) remuneration; (iv) the general meeting; and (v) one-tier governance structure.

As a Dutch company with its shares listed on a stock exchange, we are subject to the DCGC and are required to disclose in our annual management report to what extent we comply with the principles and best practice provisions of the DCGC, and where we do not (for example, because of a conflicting Nasdaq requirement or otherwise), we must explain why and to what extent we deviate in our management report. We intend to comply with the relevant

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best practice provisions of the Dutch Corporate Governance Code from the date that our Class A Common Shares are listed on Nasdaq, except as may be noted from time to time in our management report. As of the date that our Class A Common Shares will be listed on Nasdaq, we will not comply with the following provisions of the DCGC.

The DCGC includes a recommendation that the chairman of our board of directors should be “independent” within the meaning of the DCGC. Our chairman, Mr. José Antonio Batista Costa, who has led our board of directors since October, 2024, does not meet the independence criteria set out in the DCGC. Nevertheless, we believe that his in-depth institutional knowledge regarding our company’s business and culture, as well as the competitive and regulatory environment in which we operate, outweighs any potential disadvantage arising from his lack of independence.

The DCGC recommends that the chairman of the board of directors not be appointed as chairman of the compensation committee. Given his specific expertise, we believe that Mr. Batista is best suited to act as chairman of the compensation committee. The board of directors regularly evaluates the composition of its compensation committee and that of its other committees. The DCGC recommends against providing equity awards as part of the compensation of a non-executive director. However, we may deviate from this recommendation and grant equity awards to our non-executive directors, consistent with U.S. market practice.

The DCGC provides that a general meeting may resolve upon the dismissal of a director with an absolute majority of the votes cast, and that it may be provided that this majority should represent a given proportion of the issued share capital not exceeding one-third. It further provides that if an absolute majority is reached but the quorum of one-third of the issuer’s share capital is not, then a new meeting may be convened at which the resolution may be adopted by an absolute majority of the votes cast without any quorum being required. In deviation from this DCGC provision, a dismissal of a director requires a majority of at least two-thirds of the votes cast which represent more than half of our issued capital. We believe the continuity of our company is better served by applying the above provision, which is consistent with Dutch corporate law.

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The Offering

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our Class A common shares. You should carefully read this entire prospectus before investing in our Class A common shares including “Risk Factors” and our consolidated financial statements.

Issuer		PicS N.V.
Number of Class A common shares offered		Class A common shares.
Offering price range		Between US$ and US$ per Class A common share.
Voting rights		The Class A common shares will be entitled to one vote per Class A common share, whereas the Class B common shares (which are not being sold in this offering) will be entitled to 10 votes per Class B common share. See “Description of Share Capital — Voting Rights.”
Pre-emptive rights		Holders of our Class B common shares are entitled to pre-emptive rights to subscribe for additional Class B common shares in the event that we issue common shares, upon the same economic terms and at the same price as Class A common shares, in order to allow them to maintain their proportional ownership interests. This pre-emptive right does not apply to: (1) shares issued to employees of PicPay Netherlands or a group company (groepsmaatschappij) of PicPay Netherlands as referred to in Section 2:24b Dutch Civil Code; (2) shares that are issued against payment other than in cash; and (3) shares issued to a person exercising a previously granted right to subscribe for shares. The general meeting may resolve to limit or exclude pre-emptive rights. If the general meeting has designated this authority to the board of directors for a period not exceeding five years, the board of directors may limit or exclude pre-emptive rights, but only if the board of directors has also been designated the authority to issue shares. The pre-emptive rights will be excluded with respect to the issuance of shares following the exercise of the underwriters’ option to purchase additional Class A common shares. For more information, see “Description of Share Capital — Preemptive or Similar Rights.” In addition, see “Risk Factors — Risks Relating to Our Class A Common Shares and this Offering — We have granted the holders of our Class B common shares pre-emptive rights to acquire shares that we may issue in the future, which may impair our ability to raise funds.”
Option to purchase additional Class A common shares		We have granted the underwriters the right to purchase up to an additional Class A common shares from us within 30 days of the date of this prospectus, at the public offering price, less underwriting discounts and commissions payable to us, on the same terms as set forth in this prospectus.
Listing		We intend to apply to list our Class A common shares on Nasdaq, under the symbol “PICS.”

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Anchor investor shares		Bicycle Management Company, LLC, or the “anchor investor,” has indicated to us that it intends to purchase an aggregate number of our Class A common shares in this offering equivalent to US$75,000,000, which would comprise % of the Class A common shares subject to this offering if such indication of interest becomes a confirmed order in full following effectiveness of the registration statement of which this prospectus forms a part. We refer to these Class A common shares throughout this prospectus as the “anchor investor shares.”
		The anchor investor shares will be subject to a lock-up that will expire six months following the closing date of this offering. The anchor investor will be entitled to pledge or otherwise incur a lien or other encumbrance on all or a portion of the anchor investor shares, and such pledge, lien or encumbrance will not be deemed to breach the anchor investor shares lock-up; provided, that upon any enforcement of such pledge, lien or encumbrance on such anchor investor shares, the number of anchor investor warrants (as defined below) corresponding to the anchor investor shares subject to such enforcement will no longer be exercisable and therefore will be worthless.
		Notwithstanding the foregoing, because indications of interest are not binding agreements or commitments to purchase public shares in this offering, the anchor investor may determine not to purchase any such shares. Further, no assurances can be given as to the amount of such shares the anchor investor actually purchases in this offering, if any, or retains or purchases following this offering.
Anchor investor warrants		If purchased, each anchor investor share will entitle the anchor investor to purchase in a private placement, concurrently with the closing of this offering, one warrant to be issued by J&F Participações, at a price of US$0.01 per warrant. We refer to these warrants throughout this prospectus as the “anchor investor warrants.”
		Each anchor investor warrant will entitle the holder thereof to purchase one of our Class A common shares from J&F Participações, which we refer to throughout this prospectus as the “controlling shareholder shares,” at an exercise price equal to the initial public offering price, as adjusted annually according to the Consumer Price Index for All Urban Consumers (CPI U) published by the United States Bureau of Labor Statistics.
		The anchor investor warrants may be exercised on a business day, or the “warrants exercise date,” in all or in part, during the period commencing on the first day of the 11th month following the closing date of this offering and ending on the business day preceding the date that is 14 months following the closing date of this offering, or the “exercise period.” Following the end of the exercise period, the anchor investor warrants will no longer be exercisable and therefore will be worthless. The controlling shareholder shares will be subject to a lock-up that will expire three months following the respective warrants exercise date.

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		The anchor investor will be entitled to transfer or sell the anchor investor warrants, subject to prior written notice to J&F Participações, which will have a right of first refusal to acquire the anchor investor warrants on identical terms.
		We will not receive any proceeds from the sale or exercise of the anchor investor warrants or the sale of the controlling shareholder shares.
Use of proceeds		We estimate that the net proceeds to us from the offering will be approximately US$ (or US$ million if the underwriters exercise in full their option to purchase additional Class A common shares), assuming an initial public offering price of US$ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, meeting regulatory capital requirements, as well as capital expenditures. We also intend to use a portion of the net proceeds for the Kovr acquisition, after the transaction is approved by CADE and SUSEP. Additionally, we may use a portion of the net proceeds we receive from this offering to acquire or invest in businesses, products, services, or technologies. We cannot specify with certainty the particular uses of the net proceeds that we will receive from this offering. Accordingly, we will have broad discretion in using these net proceeds. Pending our use of net proceeds from this offering as described above, we may invest the net proceeds that we receive in this offering in interest-earnings instruments. See “Use of Proceeds.”
Share capital before and after offering		Immediately prior to the completion of this offering, Class A common shares and Class B common shares of our authorized share capital will be issued, fully paid and outstanding. Upon the completion of this offering, we will have Class A common shares and Class B common shares of our authorized share capital issued and outstanding (assuming the underwriters do not elect to exercise their option to purchase additional Class A common shares) or Class A common shares and Class B common shares of our authorized share capital issued and outstanding (assuming the underwriters’ option to purchase additional Class A common shares is exercised in full).
Dividend policy		The amount of any distributions will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our board of directors and, where applicable, our shareholders. We do not anticipate paying any cash dividends in the foreseeable future. See “Dividends and Dividend Policy.”

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Lock-up agreements		We, our executive officers and directors, the anchor investor, the participants of our directed share program, and all of our existing shareholders intend to enter into lock-up agreements that restrict us and them, subject to specified exceptions, from selling or otherwise transferring any of our Class A common shares or securities convertible into, exchangeable for, exercisable for, or repayable with our Class A common shares, including our Class B common shares, for 180 days after the date of this prospectus without first obtaining the written consent of Citigroup Global Markets Inc. and BofA Securities, Inc. For more information about these lock-up agreements and the exceptions thereto, see “Underwriting.”
Directed share program		At our request, the underwriters have reserved up to 3% of the Class A Common Shares offered by this prospectus for sale, excluding the additional shares that the underwriters have an option to purchase within 30 days from the date of this prospectus, at the initial public offering price, to our eligible employees, including directors and officers, under the directed share program. The number of our Class A Common Shares available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Shares purchased through the directed share program will also be subject to a 180-day lock-up restriction. The directed share program does not constitute, and should not be construed as, an offer to sell or the solicitation of an offer to purchase any securities to the general public of investors resident or domiciled in Brazil. The shares offered pursuant to the directed share program have not been, and will not be, registered with the CVM, nor have they been submitted for approval under Brazilian securities laws. Accordingly, the directed share program may not be offered, sold, solicited or distributed, directly or indirectly, in Brazil, except in circumstances that do not constitute a public offering under applicable Brazilian securities legislation and regulations. See “Underwriting — Directed Share Program.”
Risk factors		See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our Class A common shares.

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Summary Financial and Other Information

The summary financial information presented below has been derived from our audited consolidated financial statements, prepared in accordance with IFRS Accounting Standards, as issued by the IASB; and from our unaudited condensed consolidated interim financial statements, prepared in accordance with IAS 34.

This information should be read in conjunction with “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, included elsewhere in this prospectus.

Financial Data

	For the nine months ended September 30,						For the year ended December 31,
	2025(1)		2025		2024		2024(1)		2024		2023
	(in US$ thousands)		(in R$ thousands)				(in US$ thousands)		(in R$ thousands)
Statement of Profit or Loss Data
Net revenue from transaction activities and other services	243,512		1,295,142		1,005,112		286,551		1,524,048		1,059,936
Financial income	1,122,217		5,968,625		2,778,708		760,745		4,046,096		2,398,710
Total revenue and financial income	1,365,729		7,263,767		3,783,820		1,047,295		5,570,144		3,458,646
Transaction expenses	(89,917	)	(478,233	)	(356,108	)	(92,821	)	(493,676	)	(438,539	)
Interest and other financial expenses	(472,311	)	(2,512,032	)	(1,005,343	)	(270,497	)	(1,438,664	)	(1,212,478	)
Total transaction and financial expenses	(562,228	)	(2,990,265	)	(1,361,451	)	(363,317	)	(1,932,340	)	(1,651,017	)
Credit loss allowance expenses	(324,951	)	(1,728,283	)	(403,498	)	(166,778	)	(887,025	)	(14,290	)
Technology expenses	(69,148	)	(367,770	)	(381,621	)	(95,627	)	(508,600	)	(312,098	)
Marketing expenses	(65,287	)	(347,235	)	(226,513	)	(62,644	)	(333,180	)	(312,560	)
Personnel expenses	(165,826	)	(881,960	)	(786,395	)	(205,098	)	(1,090,833	)	(879,362	)
Administrative expenses	(55,138	)	(293,257	)	(173,900	)	(44,076	)	(234,423	)	(136,659	)
Depreciation and amortization	(61,253	)	(325,779	)	(207,659	)	(55,073	)	(292,911	)	(169,823	)
Other expenses	(9,761	)	(51,915	)	(28,391	)	(6,207	)	(33,013	)	(4,638	)
Other income	13,778		73,282		68,829		16,574		88,153		23,468
Profit before income taxes	65,917		350,585		283,221		65,049		345,972		1,667
Current income tax and social contribution	(147,946	)	(786,865	)	(325,751	)	(102,584	)	(545,603	)	(50,815	)
Deferred income tax and social contribution	141,024		750,050		214,513		84,876		451,419		86,503
Profit for the period/year	58,995		313,770		171,983		47,341		251,788		37,355
Profit attributable to the Company’s shareholders	50,835		270,373		150,848		40,908		217,574		34,523
Profit attributable to non-controlling interests	8,159		43,397		21,135		6,433		34,214		2,832
Earnings per share – basic and diluted (R$ or US$, as the case may be)(2)	254		1,352		754,240		204,541		1,087,872		172,615

____________

(1) For convenience purposes only, amounts in reais have been translated into U.S. dollars at the selling rate as of September 30, 2025 of R$5.3186 to US$1.00, as reported by the Brazilian Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate.

(2) Calculated by dividing profit for the year/period by the weighted average number of shares outstanding during the year/period of 200 in the nine months ended September 30, 2025 and in the years ended December 31, 2024 and 2023. Amounts for the nine months ended September 30, 2025 and the year ended December 31, 2024 reflect the shares issued by the successor Picpay Holdings Netherlands B.V. Amounts for the year ended December 31, 2023 reflect the shares issued by the predecessor PicS Ltd.

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	As of September 30,		As of December 31,
	2025(1)	2025	2024(1)		2024		2023
	(in US$ thousands)	(in R$ thousands)	(in US$ thousands)		(in R$ thousands)
Statement of Financial Position Data
Cash and cash equivalents	1,220,942	6,493,701	1,404,820		7,471,673		7,379,049
Financial assets	5,068,004	26,954,687	3,172,923		16,875,509		6,867,599
Financial assets measured at fair value through other comprehensive income	751,389	3,996,336	582,687		3,099,077		2,574,863
Financial investments	751,389	3,996,336	582,687		3,099,077		2,574,863
Financial assets at fair value through profit or loss	13,320	70,842	18,812		100,051		176,717
Financial investments	7,701	40,958	8,623		45,864		176,717
Derivative financial instruments	5,619	29,884	10,188		54,187		—
Financial assets measured at amortized cost	4,303,296	22,887,509	2,571,425		13,676,381		4,116,019
Financial investments	176,700	939,797	—		—		—
Trade receivables	745,897	3,967,128	728,983		3,877,167		3,429,602
Consumer loans	3,053,661	16,241,200	1,800,878		9,578,148		560,459
Other receivables	327,038	1,739,384	41,565		221,066		125,958
Prepaid expenses	48,947	260,329	26,662		141,805		72,189
Other assets	4,055	21,568	822		4,371		7,573
Tax assets	492,905	2,621,562	334,459		1,778,853		608,498
Current income tax assets	249,772	1,328,438	227,995		1,212,615		515,169
Deferred tax assets	243,132	1,293,124	106,464		566,238		93,329
Legal deposits	223	1,184	125		667		457
Property, plant and equipment	20,781	110,526	13,976		74,334		30,117
Right of use assets – leases	6,813	36,238	8,091		43,032		48,653
Intangible assets	210,449	1,119,293	174,372		927,414		768,747
Total assets	7,073,118	37,619,088	5,136,250		27,317,658		15,782,882
Financial liabilities measured at fair value through profit or loss
Derivative financial instruments	2,894	15,391	—		—		—
Financial liabilities measured at amortized cost	6,207,967	33,017,691	4,563,985		24,274,008		13,960,888
Third-party funds	5,218,077	27,752,865	3,798,742		20,203,988		13,312,290
Trade payables	841,540	4,475,812	632,735		3,365,265		648,598
Obligations to FIDC quota holders	148,350	789,014	132,508		704,755		—
Labor obligations	115,881	616,325	100,672		535,434		437,665
Taxes payable	179,175	952,962	121,875		648,205		111,141
Lease liability	8,670	46,114	9,991		53,136		58,652
Provision for legal and administrative claims	7,207	38,331	3,287		17,484		11,063
Other liabilities	3,934	20,924	4,799		25,524		—
Total liabilities	6,525,728	34,707,739	4,804,609		25,553,791		14,579,409
Equity	547,390	2,911,349	331,641		1,763,867		1,203,473
Share capital	—	—	—		—		1,687
Share premium reserve	415,535	2,210,067	264,461		1,406,563		—
Additional paid-in capital	—	—	—		—		1,749,566
Capital reserve	—	—	—		—		529,027
Fair value reserve	738	3,925	(4,251	)	(22,610	)	(113	)
Other reserve	—	—	—		—		194,910
Retained earnings	93,071	495,006	42,235		224,633		(1,167,125	)
Non-controlling interests	38,046	202,351	29,196		155,281		(104,479	)
Total equity and liabilities	7,073,118	37,619,088	5,136,250		27,317,658		15,782,882

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Table of Contents

	For the nine months ended September 30,						For the year ended December 31,
	2025(1)		2025		2024		2024(1)		2024		2023
	(in US$ thousands)		(in R$ thousands)				(in US$ thousands)		(in R$ thousands)
Statement of Cash Flow Data
Net cash from (used in) operating activities	(230,890	)	(1,228,012	)	(454,537	)	430,667		2,290,544		1,566,968
Net cash used in investing activities	(102,742	)	(546,443	)	(2,219,768	)	(474,763	)	(2,525,075	)	(537,075	)
Net cash from (used in) financing activities	149,754		796,483		223,952		61,511		327,154		(12,245	)

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Other Financial Data

Adjusted Gross Profit

We calculate Adjusted Gross Profit as our Profit before income taxes, adjusted to exclude the following items of income and expense which are not variable expenses that fluctuate with payment and lending volume levels and with the sale of our products and services: (i) technology expenses; (ii) marketing expenses; (iii) personnel expenses; (iv) administrative expenses; (v) depreciation and amortization; (vi) other expenses; and (vii) other income. However, Adjusted Gross Profit is not a measure under IFRS Accounting Standards and should not be considered as a substitute for profit (loss) for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards. For more information, see “Presentation of Financial and Other Information — Non-IFRS Accounting Standards Measures.”

The following table sets forth a reconciliation of Adjusted Gross Profit to our profit before income taxes for the years shown:

	For the three months ended September 30,						For the nine months ended September 30,						For the year ended December 31,
	2025(1)		2025		2024		2025(1)		2025		2024		2024(1)		2024		2023
	(in US$ thousands)		(in R$ thousands)				(in US$ thousands)		(in R$ thousands)				(in US$ thousands)		(in R$ thousands)
Profit before income taxes	31,570		167,910		122,963		65,917		350,585		283,221		65,049		345,972		1,667
Adjustments:
Technology expenses	24,399		129,770		159,503		69,148		367,770		381,794		95,627		508,600		312,098
Marketing expenses	17,809		94,721		72,110		65,287		347,235		226,513		62,644		333,180		312,560
Personnel expenses	55,733		296,421		261,882		165,826		881,960		786,395		205,098		1,090,833		879,362
Administrative expenses	24,676		131,243		30,083		55,138		293,257		173,900		44,076		234,423		136,659
Depreciation and amortization	21,611		114,942		85,719		61,253		325,779		207,659		55,073		292,911		169,823
Other expenses	5,723		30,440		28,298		9,761		51,915		28,391		6,207		33,013		4,638
Other income	(4,586	)	(24,392	)	(16,287	)	(13,778	)	(73,282	)	(68,829	)	(16,574	)	(88,153	)	(23,468	)
Adjusted Gross Profit	176,937		941,055		739,272		478,551		2,545,219		2,018,871		517,200		2,750,779		1,793,339

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Adjusted Gross Profit Composition

The expenses in our statement of profit or loss are presented by nature rather than function and, therefore, we are not permitted to present an IFRS Accounting Standards measure of gross profit in our audited consolidated financial statements. With the purpose to help investors better understand how this non-IFRS Accounting Standards measure relates to our audited consolidated financial statements, we present below a table showing the composition of the Adjusted Gross Profit based on the captions from our audited consolidated financial statements.

Our Adjusted Gross Profit calculation is derived from our net revenue from transaction activities and other services, and financial income; and excludes transaction expenses, interest and other financial expenses, and credit loss allowance expenses.

The following table presents the composition of our Adjusted Gross Profit for the periods shown:

	For the three months ended September 30,						For the nine months ended September 30,						For the year ended December 31,
	2025(1)		2025		2024		2025(1)		2025		2024		2024(1)		2024		2023
	(in US$ thousands)		(in R$ thousands)				(in US$ thousands)		(in R$ thousands)				(in US$ thousands)		(in R$ thousands)
Net revenue from transaction activities and other services	81,526		433,606		375,548		243,512		1,295,142		1,005,112		286,551		1,524,048		1,059,936
Financial income	431,986		2,297,562		1,034,602		1,122,217		5,968,625		2,778,708		760,745		4,046,096		2,398,710
Total revenue and financial income	513,513		2,731,169		1,410,150		1,365,729		7,263,767		3,783,820		1,047,295		5,570,144		3,458,646
Transaction expenses	(25,502	)	(135,637	)	(122,913	)	(89,917	)	(478,233	)	(356,108	)	(92,821	)	(493,676	)	(438,539	)
Interest and other financial expenses	(191,973	)	(1,021,029	)	(357,302	)	(472,311	)	(2,512,032	)	(1,005,343	)	(270,497	)	(1,438,664	)	(1,212,478	)
Credit loss allowance expenses	(119,100	)	(633,447	)	(190,663	)	(324,951	)	(1,728,283	)	(403,494	)	(166,778	)	(887,025	)	(14,290	)
Adjusted Gross Profit	176,937		941,055		739,272		478,551		2,545,219		2,018,868		517,200		2,750,779		1,793,339

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Net Interest Income (NII) and Net Interest Margin After Losses (NIMAL)

We calculate Net Interest Income (NII) as the financial income less interest and other financial expenses. We calculate Net Interest Margin After Losses (NIMAL) as Net Interest Income (NII) less the credit loss allowance expenses. We consider Net Interest Income and Net Interest Margin After Losses to be performance measures. However, Net Interest Income and Net Interest Margin After Losses are not measures under IFRS Accounting Standards and should not be considered as substitutes for financial income for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards. For more information, see “Presentation of Financial and Other Information — Non-IFRS Accounting Standards Measures.”

Table of Contents

The following table sets forth a reconciliation of Net Interest Income and Net Interest Margin After Losses to profit before income taxes for the periods shown:

	For the three months ended September 30,						For the nine months ended September 30,						For the year ended December 31,
	2025(1)		2025		2024		2025(1)		2025		2024		2024(1)		2024		2023
	(in US$ thousands)		(in R$ thousands)				(in US$ thousands)		(in R$ thousands)				(in US$ thousands)		(in R$ thousands)
Profit before income taxes	31,571		167,911		122,963		65,917		350,584		283,221		65,049		345,972		1,667
Adjustments:
Net revenue from transaction activities and other services	81,526		433,606		375,548		243,512		1,295,142		1,005,112		286,551		1,524,048		1,059,936
Transaction expenses	(25,502	)	(135,637	)	(122,913	)	(89,917	)	(478,233	)	(356,108	)	(92,821	)	(493,676	)	(438,539	)
Technology expenses	(24,399	)	(129,770	)	(159,504	)	(69,148	)	(367,770	)	(381,621	)	(95,627	)	(508,600	)	(312,098	)
Marketing expenses	(17,809	)	(94,721	)	(72,110	)	(65,287	)	(347,235	)	(226,513	)	(62,644	)	(333,180	)	(312,560	)
Personnel expenses	(55,733	)	(296,421	)	(261,882	)	(165,826	)	(881,960	)	(786,395	)	(205,098	)	(1,090,833	)	(879,362	)
Administrative expenses	(24,676	)	(131,243	)	(30,083	)	(55,138	)	(293,257	)	(173,900	)	(44,076	)	(234,423	)	(136,659	)
Depreciation and amortization	(21,611	)	(114,942	)	(85,719	)	(61,253	)	(325,779	)	(207,659	)	(55,073	)	(292,911	)	(169,823	)
Other expenses	(5,723	)	(30,440	)	(23,298	)	(9,761	)	(51,915	)	(28,391	)	(6,207	)	(33,013	)	(4,638	)
Other income	4,586		24,392		16,287		13,778		73,281		68,829		16,574		88,153		23,468
Financial income	431,986		2,297,562		1,034,602		1,122,217		5,968,625		2,778,708		760,745		4,046,096		2,398,710
Interest and other financial expenses	(191,973	)	(1,021,029	)	(357,302	)	(472,311	)	(2,512,032	)	(1,005,343	)	(270,497	)	(1,438,664	)	(1,212,478	)
Net Interest Margin after Losses (NIMAL)	120,913		643,086		486,637		324,956		1,728,310		1,369,867		323,470		1,720,407		1,171,942
Credit loss allowance expenses	119,100		633,447		190,663		324,951		1,728,283		403,498		166,778		887,025		14,290
Net Interest Income (NII)	240,013		1,276,533		677,300		649,907		3,456,593		1,773,365		490,248		2,607,432		1,186,232

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Quarterly Annualized Net Interest Income (QANII) and Quarterly Annualized Net Interest Margin (QANIM)

We calculate Quarterly Annualized Net Interest Margin (QANIM) as Quarterly Annualized Net Interest Income (QANII) divided by the sum of the following balance sheet metrics: (i) cash and cash equivalents; (ii) financial assets at fair value through profit or loss; (iii) financial assets at fair value through OCI; (iv) interest-earning portfolio; (v) other receivables; and (vi) other financial assets at amortized cost. The average of the aforementioned balance sheet metrics is the sum of such metrics as of June 30, 2025 and as of September 30, 2025, divided by two.

We consider Quarterly Annualized Net Interest Income (QANII) and Quarterly Annualized Net Interest Margin (QANIM) to be a performance measure. Our management uses Quarterly Annualized Net Interest Income (QANII) and Quarterly Annualized Net Interest Margin (QANIM), along with comparable IFRS Accounting Standards measure, to evaluate our performance on our core business of lending and borrowing, as it reflects the spread between the interest earned on loans and the interest paid on deposits.

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The following table sets forth a reconciliation of Quarterly Annualized Net Interest Income (QANII) and Quarterly Annualized Net Interest Margin (QANIM) to financial income for the periods shown:

	For the three months ended September 30,
	2025(1)		2025
	(in US$ thousands)		(in R$ thousands)
Financial income	431,986		2,297,562
Interest and other financial expenses	(191,973	)	(1,021,029	)
Net Interest Income (NII)	240,013		1,276,533
Quarterly Annualized Net Interest Income (QANII)	960,052		5,106,132
Total as of June 30, 2025:
Cash and cash equivalents	960,102		5,106,399
Financial assets at fair value through profit or loss	13,036		69,331
Financial assets at fair value through other comprehensive income	961,176		5,112,110
Interest-earning portfolio	2,380,615		12,661,539
Other receivables	190,126		1,011,204
Other financial assets at amortized cost	—		—
Total on June 30, 2025	4,505,055		23,960,583
Total as of September 30, 2025:
Cash and cash equivalents	1,220,942		6,493,701
Financial assets at fair value through profit or loss	13,320		70,842
Financial assets at fair value through other comprehensive income	751,389		3,996,336
Interest-earning portfolio	2,830,026		15,051,776
Other receivables	327,038		1,739,384
Other financial assets at amortized cost	176,700		939,797
Total on September 30, 2025	5,319,414		28,291,836
Average for the period	4,912,234		26,126,210
Quarterly Annualized Net Interest Margin (QANIM)	19.5	%	19.5	%

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Efficiency Ratio

We calculate Efficiency Ratio as the sum of transaction expenses, technology expenses, marketing expenses, personnel expenses, administrative expenses, depreciation and amortization, and other expenses divided by the sum of net revenue from transaction activities and other services, financial income net of interest and other financial expenses, and other income. We consider Efficiency Ratio to be a performance measure. However, Efficiency Ratio is not a measure under IFRS Accounting Standards and should not be considered a substitute for any revenue or expense measure determined in accordance with IFRS Accounting Standards. For more information, see “Presentation of Financial and Other Information — Non-IFRS Accounting Standards Measures.”

Table of Contents

The following table sets forth a reconciliation of our Efficiency Ratio for the periods shown:

	For the three months ended September 30,						For the nine months ended September 30,						For the year ended December 31,
	2025(1)		2025		2024		2025(1)		2025		2024		2024(1)		2024		2023
	(in US$ thousands)		(in R$ thousands)				(in US$ thousands)		(in R$ thousands)				(in US$ thousands)		(in R$ thousands)
Transaction expenses	25,502		135,637		122,913		89,917		478,233		356,108		92,821		493,676		438,539
Technology expenses	24,399		129,770		159,504		69,148		367,770		381,621		95,627		508,600		312,098
Marketing expenses	17,809		94,721		72,110		65,287		347,235		226,513		62,644		333,180		312,560
Personnel expenses	55,733		296,421		261,882		165,826		881,960		786,395		205,098		1,090,833		879,362
Administrative expenses	24,676		131,243		30,083		55,138		293,257		173,900		44,076		234,423		136,659
Depreciation and amortization	21,611		114,942		85,719		61,253		325,779		207,659		55,073		292,911		169,823
Other expenses	5,723		30,440		23,298		9,761		51,915		28,391		6,207		33,013		4,638
Net revenue from transaction activities and other services	81,526		433,606		375,548		243,512		1,295,142		1,005,112		286,551		1,524,048		1,059,936
Financial income	431,986		2,297,562		1,034,602		1,122,217		5,968,625		2,778,708		760,745		4,046,096		2,398,710
Interest and other financial expenses	(191,973	)	(1,021,029	)	(357,302	)	(472,311	)	(2,512,032	)	(1,005,343	)	(270,497	)	(1,438,664	)	(1,212,478	)
Other income	4,586		24,393		16,287		13,778		73,281		68,829		16,574		88,153		23,468
Efficiency Ratio	53.8	%	53.8	%	70.7	%	56.9	%	56.9	%	75.9	%	70.8	%	70.8	%	99.3	%

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Annual Return on Equity and LTM Return on Equity

We calculate Annual Return on Equity as our profit for the year divided by the average equity for the year. The average equity for the year is defined as the average of equity on the year-end date of the immediately prior year and the equity on the year-end date of the current year. For the year ended December 31, 2024, the average of equity consists of the sum of equity as of December 31, 2024 and December 31, 2023 divided by two. For the year ended December 31, 2023, the average of equity consists of the sum of equity as of December 31, 2023 and December 31, 2022 divided by two. We calculate LTM Return on Equity as the profit for the period for the last twelve months divided by the average equity for the period. For the last twelve-month period ended September 30, 2025, we consider the sum of profit for the year ended December 31, 2024, plus the nine-month period ended September 30, 2025 minus the nine-month period ended September 30, 2024, divided by the average equity for the period, which consists of the sum of equity as of September 30, 2024 and September 30, 2025, divided by two. For the last twelve-month period ended September 30, 2024, we consider the sum of profit for the year ended December 31, 2023, plus the nine-month period ended September 30, 2024 minus the nine-month period ended September 30, 2023, divided by the average equity for the period, which consists of the sum of equity as of September 30, 2023 and September 30, 2024, divided by two.

Our management uses Annual Return on Equity and LTM Return on Equity, along with comparable IFRS Accounting Standards measure, to evaluate our ability to earn profit from our equity. However, Annual Return on Equity and LTM Return on Equity are not measures under IFRS Accounting Standards and should not be considered as substitutes for profit (loss) for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards. Our management uses Annual Return on Equity and LTM Return on Equity to evaluate our ability to earn profit from our equity. We consider these factors when interpreting the results of this metric. This metric does not have a standard meaning, and our definition may not be comparable with the definition adopted by other companies.

Table of Contents

The following tables set forth a reconciliation of Annual Return on Equity and LTM Return on Equity as of and for the periods shown:

	As of and for the year ended December 31,
	2024(1)		2024		2023
	(in US$ thousands)		(in R$ thousands)
Profit for the year	47,341		251,788		37,355
Average equity for the year(2)	278,959		1,483,670		1,182,851
Annual Return on Equity	17.0	%	17.0	%	3.2	%

____________

(2) Equity as of December 31, 2024, 2023, and 2022 was R$1,763,867, R$1,203,473, and R$1,162,228, respectively.

	As of September 30,
	2025(1)	2025	2024	2023
	(in US$ thousands)	(in R$ thousands)
Equity	547,390	2,911,349	1,604,933	1,178,616
Average equity for the period	424,574	2,258,141	1,391,775	n.a.

____________

	For the Last Twelve-Month Period Ended			For the Nine-Month Period Ended			For the Fiscal Year Ended December 31,
	September 30,						For the Fiscal Year Ended December 31,
	2025(1)	2025	2024	2025	2024	2023	2024	2023
		A+D-B	B+E-C	A	B	C	D	E
	(in US$ thousands)						(in million of R$)
Profit for the period/year	74,000	393,575	197,343	313,770	171,983	11,995	251,788	37,355

____________

	As of and for the last twelve-month period ended September 30,
	2025(1)		2025		2024
	(in US$ thousands)		(in R$ thousands)
Profit	74,000		393,575		197,343
Average equity for the period	424,574		2,258,141		1,391,775
LTM Return on Equity	17.4	%	17.4	%	14.2	%

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Operating Data

In connection with our management’s analysis of our ongoing business operations, including comparing our performance with that of our competitors, our management uses certain indicators to measure our performance, including our: (1) total accounts; (2) deposits; (3) total payment volume (TPV); (4) total cash-in; (5) Wallet and Banking TPV; (6) PicPay Card TPV; (7) Own and Third-Party Loan Originations; (8) Total Credit Portfolio; (9) SMB TPV; (10) number of quarterly active clients; (11) quarterly average revenue per quarterly active client (ARPAC); and (12) quarterly average cost to serve per quarterly active client (CTS).

For more information about our key performance indicators, see “Presentation of Financial and Other Information — Key Performance Indicators.”

	As of and for the nine months ended September 30,		As of and for the year ended December 31,
	2025	2024	2024	2023
Consolidated
Total accounts (in millions)	65.6	58.7	60.2	52.8
Deposits (R$ million)(1)	26,657	16,616	19,983	13,038
Total payment volume (TPV) (R$ million)(2)	392,456	297,748	421,037	271,164
Total cash-in (R$ million)	344,045	264,346	374,212	238,258
Consumer Banking
Wallet and Banking TPV (R$ million)	355,352	270,882	382,509	241,460
PicPay Card TPV (R$ million)	41,024	26,783	39,227	27,104
Own and Third-Party Loan Originations (R$ million)	7,007	4,808	6,836	2,381
Total Credit Portfolio (R$ million)(3)	18,662	8,290	10,571	575
Small & Medium-Sized Businesses
SMB TPV (R$ million)	28,801	18,972	27,095	23,484

____________

(1) Comprised of the sum of “user balance — payment accounts” and “user balance — CDB” from third-party funds in our consolidated financial statements.

(2) The sum of Wallet and Banking TPV, PicPay Card TPV, PicPay Shop GMV, and SMB TPV is greater than Total TPV due to transactions that are counted in more than one category of TPV. To calculate Total TPV, the sum of Wallet and Banking TPV, PicPay Card TPV, PicPay Shop GMV, and SMB TPV is adjusted to eliminate multiple entries.

(3) Total credit portfolio refers to the consumer loans balance from our consolidated financial statements, which includes the balances of both the credit card and loan portfolios.

	As of and for the three months ended September 30,		As of and for the year ended December 31,
	2025	2024	2024	2023
Consolidated
Number of quarterly active clients (in millions)	42.1	37.5	39.0	34.6
Quarterly average revenue per quarterly active client (R$)(1)	65.4	38.1	37.9	26.0
Quarterly average cost to serve per quarterly active client (R$)(2)	17.8	16.8	17.3	14.8

____________

(1) Quarterly average revenue per quarterly active client for the three months ended September 30, 2025 and for the three months ended September 30, 2024 is, in each case, the total revenue and financial income in the last three months divided by the average number of quarterly active consumers during the period (for the three-month period ended September 30, 2025, the average number of quarterly active consumers is defined as the average between the second quarter and third quarter of 2025; for the three-month period ended September 30, 2024, the average quarterly active consumers is defined as the average between the second quarter and third quarter of 2024). Quarterly average revenue per quarterly active client for the years ended December 31, 2024 and 2023 is, in each case, the sum of the total revenue and financial income in the last twelve months divided by four and then divided by the average number of quarterly active consumers during the period (for the twelve month period ended December 31, 2024, the average number of quarterly active consumers is defined as the average between the fourth quarter of 2024 and the fourth quarter of 2023; for the twelve month period ended December 31, 2023, the average number of quarterly active consumers is defined as the average between the fourth quarter of 2023 and the fourth quarter of 2022).

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(2) Quarterly average cost to serve per quarterly active client for the three months ended September 30, 2025 and for the three months ended September 30, 2024 is, in each case, the sum of the total cost to serve in the referred three months divided by the average number of quarterly active consumers considering the number of quarterly active consumers at the beginning of the period, and the number of quarterly active consumers at the end of the period. For the years ended December 31, 2024 and 2023, we consider the sum of the total cost to serve in the last twelve months divided by four and then divided by the average number of quarterly active consumers during the period, considering the number of quarterly active consumers on the end date of the prior three-month period and the number of quarterly active consumers on the end date of the current three-month period. For 2024, the average quarterly active consumers is defined as the average between the fourth quarter of 2024 and the fourth quarter of 2023. For 2023, the average quarterly active consumers is defined as the average between the fourth quarter of 2023 and the fourth quarter of 2022.

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Risk Factors

An investment in our Class A common shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below and the other information in this prospectus before you decide to purchase our Class A common shares. In particular, investing in the securities of issuers whose operations are located in emerging market countries such as Brazil involves a higher degree of risk than investing in the securities of issuers whose operations are located in the United States or other more developed countries. If any of the risks discussed in this prospectus actually occur, alone or together with additional risks and uncertainties not currently known to us, or that we currently deem immaterial, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our Class A common shares may decline and you may lose all or part of your investment.

Risks Relating to Our Business and Industry

A decline in the use of our payment platform or adverse developments with respect to the payment processing industry in general could have a material adverse effect on our business, financial condition and results of operations.

Our business, financial condition and results of operations may be materially adversely affected if consumers do not continue to use our platform for their payment transactions generally or if there is a change in the mix of payments between cash, credit and prepaid cards that is adverse to us. We believe future growth in the use of credit and prepaid cards and other electronic payments will be driven by the cost, ease-of-use and quality of services offered to consumers and businesses. In order to consistently increase and maintain our profitability, consumers and businesses must continue to use electronic payment methods, including credit and prepaid cards. Moreover, an adverse development in the payments industry or Brazilian market in general, such as new legislation or regulation that makes it more difficult for our consumers to do business or utilize electronic payment mechanisms or make interest-free purchase installments more beneficial to consumers, may adversely affect our business, financial condition and results of operations. For instance, Febraban filed a notice with the Brazilian National Consumer Office (Secretaria Nacional do Consumidor) and Public Prosecutor’s Office of the State of São Paulo (Ministério Público do Estado de São Paulo) challenging the legal and regulatory feasibility of some of the payments industry’s most common practices, including interest-free purchase installments businesses. According to Febraban, charging credit card fees from customers within an interest-free installment purchase could be considered a harmful practice. For more details, please see “— Risks Relating to Legal and Regulatory Matters — Funding of digital wallets via credit card is a relevant business for us, and this product is being challenged by incumbent institutions, and Brazilian authorities are conducting an inquiry of certain players, including us. If funding of digital wallets via credit card transactions is deemed incompatible with the applicable legal and regulatory framework in Brazil, we could be required to change our products to comply with new understandings of the Brazilian authorities, which could adversely affect the results of our operations.”

A decline in the use of credit or prepaid cards as a payment mechanism for consumers or adverse developments with respect to the payment processing industry in general could have a material adverse effect on our business, financial condition and results of operations.

Our business, financial condition and results of operations may be materially adversely affected if consumers do not continue to use credit or prepaid cards as a payment mechanism for their transactions generally or if there is a change in the mix of payments between cash, alternative currencies and technologies, credit and prepaid cards, or the corresponding methodologies used for each, which is adverse to us. In 2020, the Brazilian Central Bank launched Pix, which has led and may continue to lead to a decrease in the use of other payment methods, such as credit and prepaid cards, and may also increase competitive pressures within the payments industry. Therefore, any increase in the use of Pix-based payments or other alternative payment methods may adversely affect our financial results. Moreover, an adverse development in the payments industry in general, such as new legislation or regulation that makes it more difficult for our consumers to do business, may adversely affect our business, financial condition and results of operations.

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We rely on payment card networks to process the majority of our transactions. If we fail to comply with the applicable requirements of the payment card networks, we could be fined, suspended or terminated from the networks, which would have a material adverse effect on our business, financial condition and results of operations.

We rely on payment card networks, primarily those managed by Visa and Mastercard, to process the majority of our payment card transactions. A significant portion of our revenue comes from processing transactions through these payment card networks. We must pay fees for these services, and from time to time, the payment card networks may increase the fees that they charge us for each transaction using one of their cards, subject to certain limitations.

We are required to comply with payment card network operating rules, including special operating rules for payment service providers to merchants. We may also be directly liable to the payment card networks for rule violations. The payment card networks could adopt new operating rules or interpret or re-interpret existing rules that we or our merchants might find difficult or even impossible to follow, or costly to implement. As a result, we could lose our ability to give consumers the option of using certain payment cards to fund their payments. If we are unable to accept certain payment cards or are limited in our ability to do so, our business would be adversely affected.

We have implemented specific business processes for merchants to comply with payment card network operating rules for providing services to merchants. Any failure to comply with these rules could result in fines. We are also subject to penalties from payment card networks if we fail to detect that merchants are engaging in activities that are illegal or considered “high risk” under their network operating rules, including the sale of certain types of digital content. We are required to either prevent “high risk” merchants from using our services or register these merchants with the payment card networks and conduct additional monitoring of them. To date, we have not identified any high risk merchants utilizing our services. Although the amount of these fines has not been material to date, we could be subject to significant additional fines in the future, which could result in a termination of our ability to accept payment cards or require changes in our process for registering new consumers, which would adversely affect our business. Payment card network rules may also increase the cost of, impose restrictions on, or otherwise negatively impact the development of, our retail point-of-sale solutions, which may negatively impact their deployment and adoption.

We are subject to monitoring by the payment card networks to ensure compliance with applicable rules and standards, and may be directly liable to the payment card networks for rule violations. If we do not comply with the payment card requirements, the payment card networks could seek to fine us or suspend or terminate our registrations that allow us to process transactions on their networks, and we could lose our ability to make payments using virtual cards or any other payment form factor enabled by the network. If we are unable to recover amounts relating to fines or pass through costs to our consumers or other associated participants, we would experience a financial loss. The termination of our registration due to failure to comply with the applicable requirements of the payment cards networks, or any changes in the networks rules that would impair our registration, could require us to stop using the payment cards networks to process the majority of our transactions, which would have a material adverse effect on our business, financial condition and results of operations.

Our systems and our third party providers’ systems may fail due to factors beyond our control, which could interrupt our provision of services, cause us to lose business, increase our costs and impair our ability to provide our services and products effectively to our consumers.

We create apps and other software that enable us to provide the majority of our services. We depend on the efficient and uninterrupted operation of numerous systems, including our computer and operating systems, software, and telecommunications networks, as well as the systems of third parties, such as credit and prepaid card transaction authorization providers, national financial system network infrastructure providers. Our systems and operations or those of our third-party providers, could be exposed to damage or interruption from, among other things, infrastructure changes, the implementation of new functionalities, human or software errors, capacity constraints due to an overwhelming number of consumers accessing our products and platform capabilities simultaneously, attacks that impact our ability to provide services or other security-related incidents, fire, natural disaster, power loss, terrorist attacks, hostilities, telecommunications failure, unauthorized entry and computer viruses. We do not maintain insurance policies specifically for property and business interruptions. Any changes in, failures of or defects in, our systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures, changes in mobile networks offered by telecommunications operators and mobile devices developed by third parties or other difficulties could result in, among others:

• loss of revenues;

• loss of consumers;

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• loss of merchant and cardholder data;

• loss of licenses;

• loss of our Brazilian Central Bank authorization to operate as a payment institution (instituição de pagamento), as a financial institution (commercial bank) or as a security/stock broker company (distribuidora de títulos e valores mobiliários), or “DTVM,” in Brazil;

• fines and/or other penalties imposed by the Brazilian Central Bank, as well as other measures taken by the Brazilian Central Bank, including intervention, temporary special management systems, the imposition of insolvency proceedings, and/or the out-of-court liquidation of PicPay, and any of our subsidiaries to whom licenses may be granted in the future;

• fines or other penalties imposed by the Brazilian National Data Protection Authority (Autoridade Nacional de Proteção de Dados), or the “ANPD”;

• harm to our business or reputation resulting from negative publicity;

• delays in consumer payments to us;

• failures or delays in the market acceptance of our platform and products;

• legal claims against us;

• exposure to fraud losses or other liabilities;

• additional operating and development costs;

• usage of our products and services; and/or

• diversion of technical and other resources.

In the event that it is difficult for our merchants to access and use our products and services, our business may be materially and adversely affected.

Our business is highly dependent on the ability of our information technology systems to accurately process a large number of highly complex transactions and products in a timely manner and at high processing speeds, and on our ability to rely on our digital technologies, computer and email services, software and networks, as well as on the secure processing, storage and transmission of confidential data and other information on our computer systems and networks. Specifically, the proper functioning of our financial control, risk management, accounting, consumer service and other data processing systems is critical to our business and our ability to compete effectively. Any failure to deliver an effective and secure service, or any performance issue that arises with a service, could result in significant processing or reporting errors or other losses.

We do not operate all of our systems on a real-time basis and cannot assure that our business activities would not be materially disrupted if there were a partial or complete failure of any of these primary information technology systems or communication networks. In particular, because most of our consumer transactions occur on our mobile app, any failure of our mobile app would cause our platform and services to be unavailable to our consumers. Such failures could be caused by, among other things, major natural catastrophes, software bugs, computer virus attacks, conversion errors due to system upgrading, security breaches caused by unauthorized access to information or systems or malfunctions, loss or corruption of data, software, hardware or other computer equipment. Any such failures would disrupt our business and impair our ability to provide our services and products effectively to our consumers, which could adversely affect our reputation as well as our business, results of operations and financial condition.

Our ability to remain competitive and achieve further growth will depend in part on our ability to upgrade our information technology systems and expand our capacity on a timely and cost-effective basis.

We must continually make significant investments and improvements in our information technology infrastructure in order to remain competitive. We cannot guarantee that in the future we will be able to maintain the level of capital expenditures necessary to support the improvement or upgrading of our information technology systems. Any substantial failure to improve or upgrade our information technology systems effectively or on a timely basis would materially and adversely affect our business, financial condition or results of operations.

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In particular, we rely heavily on Amazon Web Services, or “AWS,” to provide cloud computing, storage, processing and other related services. Any disruption of or interference with our use of these services could negatively affect our operations and seriously harm our business. AWS has experienced, and may experience in the future, interruptions, delays or outages in service availability due to a variety of factors, including infrastructure changes, human or software errors, hosting disruptions and capacity constraints. Capacity constraints could arise from a number of causes such as technical failures, natural disasters, fraud or security attacks. The level of service provided by AWS, or regular or prolonged interruptions in the services provided by AWS, could also impact the use of, and our clients’ satisfaction with, our products and services and could harm our business and reputation.

Inadequacy or disruption of our disaster recovery plans and procedures in the event of a catastrophe would adversely affect our operations.

We have made a significant investment in our infrastructure, and our operations are dependent on our ability to protect the continuity of our infrastructure against damage from catastrophe or natural disaster, breach of security, cyber-attack, loss of power, telecommunications failure or other natural or man-made events. A catastrophic event could have a direct negative impact on us by adversely affecting our consumers, partners, third-party service providers, employees or facilities, or an indirect impact on us by adversely affecting the financial markets or the overall economy. If our business continuity and disaster recovery plans and procedures were disrupted, inadequate or unsuccessful in the event of a catastrophe, we could experience a material adverse interruption of our operations.

We serve our consumers using third-party data centers and cloud services. While we have electronic access to the infrastructure and components of our platform that are hosted by third parties, we do not control the operation of these facilities. Consequently, we may be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of our direct control. These data centers and cloud services are vulnerable to damage or interruption from a variety of sources, including earthquakes, floods, fires, power loss, system failures, cyber-attacks, physical or electronic break-ins, human error or interference (including by employees, former employees or contractors), and other catastrophic events. Our data centers may also be subject to local administrative actions, changes to legal or permitting requirements and litigation to stop, limit or delay operations. Despite precautions taken at these facilities, such as disaster recovery and business continuity arrangements, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in interruptions or delays in our services, impede our ability to scale our operations or have other adverse impacts upon our business.

Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services could expose us to liability, protracted and costly litigation and damage our reputation.

Our business involves the collection, storage, processing and transmission of consumers’ personal data, including names, addresses, identification numbers, credit or prepaid card numbers and expiration dates and bank account numbers. An increasing number of organizations, including large merchants and businesses, other large technology companies, financial institutions and government institutions, have disclosed breaches of their information technology systems, some of which have involved sophisticated and highly targeted attacks, including on portions of their websites or infrastructure. Although we have not experienced any significant cyber security attacks that have caused information leakage or operational losses, we could also be subject to breaches of security by hackers or human errors. Threats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. Concerns about security are increased when we transmit information. Electronic transmissions can be subject to attack, interception or loss. Also, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate our or third party systems, which can impact the confidentiality, integrity and availability of information, and the integrity and availability of our products, services and systems, among other effects. Denial of service or other attacks could be launched against us for a variety of purposes, including interfering with our services or creating a diversion for other malicious activities. These types of actions and attacks could disrupt our delivery of products and services or make them unavailable, which could damage our reputation, force us to incur significant expenses in remediating the resulting impacts, expose us to uninsured liability, subject us to lawsuits, fines or sanctions, distract our management or increase our costs of doing business.

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In the scope of our activities, we share information with third parties through non-disclosure agreements, including with commercial partners, third-party service providers and other agents, which we refer to collectively as “associated participants,” who collect, process, store and transmit personal data. We may be held responsible for any failure or cybersecurity breaches attributed to these third parties insofar as they relate to the information we share with them. The loss, destruction or unauthorized modification of data of our consumers or employees by us or our associated participants or through systems we provide could result in significant fines, sanctions and proceedings or actions against us by governmental bodies, third parties or the data subject itself, which could have a material adverse effect on our business, financial condition and results of operations. Any such proceeding or action, and any related indemnification obligation, could damage our reputation, force us to incur significant expenses in defense of these proceedings, distract our management, increase our costs of doing business or result in the imposition of financial liability.

Our encryption of data and other protective measures and associated costs, such as firewall, security operation center infrastructure, virtual private network and third party services, may not prevent unauthorized access or use of personal data. A breach of our system or that of one of our associated participants may subject us to material losses or liability, including assessments and claims for unauthorized purchases with misappropriated credit or prepaid card information, impersonation or other similar fraud claims. A misuse of such data or a cybersecurity breach could harm our reputation and deter merchants from using electronic payments generally and our products and services specifically, thus reducing our revenue. In addition, any such misuse or breach could cause us to incur costs to correct the breaches or failures, expose us to uninsured liability, increase our risk of regulatory scrutiny, subject us to lawsuits and result in the imposition of material penalties and fines under applicable laws or regulations.

In addition, a significant cybersecurity breach of our systems or communications could result in the loss of Brazilian Central Bank authorization to operate as a payment institution (instituição de pagamento), as a financial institution (commercial bank) or as a DTVM in Brazil, which could materially impede our ability to conduct business. We do not maintain insurance policies specifically for cyber-attacks.

We cannot guarantee that there are written agreements in place with every associated participant or that such written agreements will prevent the unauthorized use, modification, destruction or disclosure of data or enable us to obtain reimbursement from associated participants in the event we should suffer incidents resulting in unauthorized use, modification, destruction or disclosure of data. In addition, many of our associated participants are small and medium-sized agents that have limited competency regarding data security and handling requirements and may thus experience data losses. Any unauthorized use, modification, destruction or disclosure of data could result in protracted and costly litigation, which could have a material adverse effect on our business, financial condition and results of operations.

Cybersecurity incidents are increasing in frequency and evolving in nature and include, but are not limited to, installation of malicious software, unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. Given the unpredictability of the timing, nature and scope of information technology disruptions, there can be no assurance that the procedures and controls we employ will be sufficient to prevent security breaches from occurring, and we could be subject to manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our business, financial condition and results of operations.

Our risk management framework is still evolving and may not be fully effective in identifying, assessing, monitoring, and mitigating all types of risks to which we are exposed, including credit, liquidity, capital, operational, and third-party risks.

We operate in a rapidly changing industry and the management of risk is an integral part of our activities. We seek to monitor and manage our risk exposure through a variety of separate but complementary financial, credit, market, operational, compliance and legal policies, procedures and reporting systems, among others. We employ a broad and diversified set of risk monitoring and risk mitigation techniques, which may not be fully effective in mitigating our risk exposure in all economic market environments or against all types of risk, including risks that we may fail to identify or anticipate. Some of our risk evaluation methods depend upon information provided by others and public information regarding markets, clients or other matters that are otherwise inaccessible by us. In some cases, however, that information may not be accurate, complete or up-to-date. If our policies and procedures are not fully effective or we are not always successful in mitigating all risks to which we are or may be exposed, our business, financial condition and results of operations may be materially and adversely affected.

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In addition to credit-related risks, we also face a range of risks associated with the payments services and other products we provide to a large number of clients. We are responsible for vetting and monitoring these clients and ensuring that the transactions we process for them are lawful and legitimate.

When our products and services are used to process illicit or otherwise improper transactions, and the resulting funds are settled with merchants, account holders, or consumer accounts at other financial institutions without recovery, we may incur significant losses and become exposed to legal liability. These transactions can also expose us to governmental and regulatory sanctions.

The highly automated nature of, and liquidity offered by, our payments services make our operations an attractive target for misuse, including fraudulent or illegal sales of goods or services, money laundering, and terrorist financing. Identity theft and fraud involving stolen or fabricated credit card or bank account numbers, and other deceptive or malicious practices, can also lead to substantial financial harm for businesses like ours.

In configuring our payments services, we must constantly balance security and client convenience. Our risk management policies, procedures and tools may be insufficient to identify all risks to which we are exposed, to mitigate the risks we have identified, or to anticipate new risks that may emerge over time. As a greater number of larger merchants use our services, we expect our exposure to material losses from a single merchant, or from a small number of merchants, to increase. In addition, when we introduce new services, focus on new business types, or expand into markets where we have limited historical experience with fraud losses, our ability to forecast and appropriately reserve for such losses may be reduced. If our risk management policies and processes contain errors or prove ineffective, we may experience substantial financial losses, face civil and criminal liability, and suffer material adverse effects on our business.

Our risk management policies and procedures may not be fully effective in mitigating our credit risk and risk exposure in all market environments, which could expose us to losses and otherwise have a material adverse effect on our business.

Our business may be materially adversely affected if we fail to effectively identify, assess and mitigate credit risk. An important feature of our credit risk management system is our internal credit score system that assesses the particular risk profile of a consumer. We utilize quantitative and qualitative data to define a credit score that reflects the creditworthiness of our consumers as we seek to appropriately balance risk and return and mitigate our risks, including credit risks attributable to our consumers. We have established policies and procedures intended to regularly identify and assess each consumer’s creditworthiness, including analyzing the behavioral and transactional information that we collect from our consumers and with information provided by third parties and public sources.

Our credit risk assessment depends, in part, upon the quality and availability of information about our consumers, which is subject to error and may be ineffective and our internal “credit scoring” models may be inadequate and lead us to take risks that are inconsistent with our credit risk appetite policies. Our credit risk model is predicated upon a credit portfolio and credit and collection processes that are relatively new and untested in periods of economic or financial crisis. Consequently, the limited operating history of our model may impair our ability to adequately identify, measure, and mitigate emerging risks, particularly under adverse market conditions. Moreover, our credit risk model also incorporates assumptions from recently adopted regulations issued by BACEN. The adoption of these new regulatory standards may introduce transitional risks and uncertainties, which could adversely affect the efficacy of our credit risk management practices. There can be no assurance that BACEN’s interpretation of these new standards will fully coincide with ours or that BACEN’s interpretation will not change over time, which may adversely impact our capital ratios and our business in general. Additionally, our allowance for expected credit losses is based on complex models, estimates and our management’s judgment that rely on limited historical data and macroeconomic assumptions, and as a result our actual credit losses may differ materially from our estimates. There can be no assurance also that our current credit risk management processes will fully and adequately address all risks arising from the implementation of these standards. The credit quality of our consumers may also be adversely impacted for reasons beyond our control. Additionally, there may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated.

Our credit risk management processes comprise our credit concession and portfolio management activities as well our credit recovery activities. If our processes fail in accurately assessing customer creditworthiness, in establishing adequate product offerings and limits, in setting pricing, or in portfolio management or credit recovery, we could suffer unexpected losses, which could have a material adverse effect on our business.

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Our historical loan losses may not be indicative of future loan losses, and changes in our business may materially adversely affect the quality of our loan portfolio.

As of September 30, 2025, our loan portfolio was R$18.7 billion, compared to R$10.6 billion as of December 31, 2024. Our allowance for loan losses was R$2.4 billion, representing 12.8% of our total loan portfolio, as of September 30, 2025, compared to R$864.2 million, representing 8.2% of our total loan portfolio, as of December 31, 2024.

Our historical loan loss experience may not be indicative of our future loan losses. It is important to note that our expected loss model and related projections are based on methodologies and assumptions that do not have a significant history of use or validation due to the relatively short age of our portfolio. This data history limitation is more significant for newer products that we offer, such as private payroll loans (Crédito do Trabalhador) as well as for installment products with longer maturities, such as public payroll loans and products offered following renegotiation. The limited historical data supporting these approaches could impair our ability to reliably assess future losses and may result in unforeseen deviations from projected outcomes.

The quality of our loan portfolio is associated with the default risk of our customers. A default by or a significant downgrade in the credit scores of a borrower or other counterparty, or a decline in the credit quality, exposes us to credit risk. Additionally, despite our credit risk management policies, various macroeconomic, geopolitical, market and other factors, among other things, can increase our credit risk and credit costs.

Changes in the Brazilian economic and political conditions may have a significant impact on our customers as they are highly exposed to adverse macroeconomic conditions, such as economic downturns, recessions, and higher prevailing debt levels. Also, an increase in market competition, changes in regulation and in the tax regimes applicable to the sectors in which we operate, as well as other related changes in Brazil, may also materially adversely affect the quality of our loan portfolio.

A decrease in the performance of our credit portfolio or other liabilities, including inadequate provisions for non-performing accounts, could have a material adverse effect on our business, financial condition, and results of operations.

Our results of operations and financial condition depend on our ability to evaluate losses associated with the risks to which we are exposed. We recognize an allowance for loan losses based on our current assessment and expectations regarding various factors that affect the quality of our loan portfolio. We cannot guarantee that our assessment will result in fully sufficient provisions for the risks we are exposed to.

In addition, our loan loss model depends on important assumptions and the veracity of financial information available from our customers. Accordingly, any fraud or misstatement in this information may lead us to not record adequate provisions.

Our business has generated losses in the past and we intend to continue to make significant investments in our business. Thus, our results of operations and operating metrics may fluctuate and materially and adversely affect our financial condition and results of operations, which may cause the market price of our Class A common shares to decline.

We generated profit for the period of R$313.8 million in the nine months ended September 30, 2025, as compared to profit for the period of R$172.0 million in the nine months ended September 30, 2024. In addition, we generated profit for the year of R$251.8 million in the year ended December 31, 2024, as compared to profit for the year of R$37.4 million in the year ended December 31, 2023. However, prior to that we generated a loss for the year of R$692.9 million in the year ended December 31, 2022. We intend to continue to make significant investments in our business, including expenses relating to: (1) the development of new products, services and features; (2) marketing and advertising to increase our brand awareness; (3) general administration, including legal, finance and other compliance expenses related to being a public company; and (4) marketing and growth expenses related to new customers. For example, in 2024, we launched several products and features in connection with our platform, including POS/ECR (electronic cash register) terminals, new insurance modalities (loan, home, health care, home care, and credit card insurance), underage account, safe mode, extra limit feature for our PicPay Card, among others. However, these improvements, which required us to incur significant up-front costs, may not result in the long-term benefits that we expect, which is to increase our revenue by increasing our base of quarterly active clients. In addition, increases in our

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consumer base could cause us to incur losses, because costs associated with new consumers are generally incurred up front, while revenue is recognized thereafter as consumers utilize our services. If we are unable to generate adequate revenue growth and manage our expenses, our results of operations and operating metrics may fluctuate and we may incur losses, which could cause the market price of our Class A common shares to decline.

Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly results, including revenue, expenses, total payment volume, consumer metrics, and other key metrics, have fluctuated significantly in the past and may do so in the future. Accordingly, the results for any one quarter are not necessarily an indication of future performance. Our quarterly results may fluctuate due to a variety of factors, some of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business. Fluctuations in quarterly results may adversely affect the price of our Class A common shares. In addition, many of the factors that affect our quarterly results are difficult for us to predict. If our revenue, expenses, or key metrics in future quarters fall short of the expectations of our investors and financial analysts, the price of our Class A common shares will be adversely affected.

We have experienced rapid growth, which may be difficult to sustain and which may place significant demands on our operational, administrative, and financial resources.

We have experienced and expect in the near term to continue to experience rapid growth. As a result of our growth, we have faced, and will continue to face, significant challenges in:

• increasing the number of consumers with, and the volume of, payments facilitated through our platform;

• maintaining and developing relationships with existing merchants and additional merchants;

• securing funding to maintain our operations and future growth;

• maintaining adequate financial, business, and risk controls;

• implementing new or updated information and financial and risk controls and procedures;

• navigating complex and evolving regulatory and competitive environments;

• attracting, integrating and retaining an appropriate number and technological skill level of qualified employees;

• expanding within existing markets;

• entering into new markets and introducing new solutions;

• continuing to develop, maintain, protect, and scale our platform;

• effectively using limited personnel and technology resources;

• maintaining the security of our platform and the confidentiality of the information (including personally identifiable information) provided and utilized across our platform; and

• continuing to increase our infrastructure to ensure that it is capable of supporting an increase in the number of our consumers.

We may not be able to manage our expanding operations effectively, and any failure to do so could adversely affect our ability to generate revenue and control our expenses, and would materially and adversely affect our business, results of operations, financial condition, and future prospects. Any evaluation of our business and prospects should be considered in light of the limited history of our growth, and the risks and uncertainties inherent in investing in early-stage companies.

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If we are unable to grow our client base and maintain quarterly active clients or otherwise implement our growth strategy, our business, results of operations, financial condition and future prospects would be materially and adversely affected.

We generate revenue primarily from our electronic payment and financial intermediation services, in particular by: (1) charging fees in connection with certain payment transactions and fund transfers carried out by our consumers through our platform; (2) fees from the use of the PicPay Card; (3) offering a range of financial products to our consumers, including loans and credit cards; and (4) earning commissions from the sale of third-party goods on the PicPay Shop, as well as earning interest income. Our success depends on our ability to generate repeat use and increase transaction volume from existing consumers and to attract new consumers to our platform. If we are not able to continue to grow our consumer base and maintain quarterly active clients, we will not be able to continue to grow our business.

The attractiveness of our platform to consumers depends upon, among other things, the mix of products and services available to consumers through our platform, our brand and reputation, consumer experience and satisfaction, consumer trust and perception of our solutions, technological innovation and products and services offered by competitors. In order to grow effectively, we must continue to offer new products and services, strengthen our existing platform, develop and improve our internal controls, create and improve our reporting systems and timely address issues as they arise. These efforts may require substantial financial expenditures, commitment of resources, development of our processes and other investments and innovations.

Our ability to maintain and expand our consumer base depends on a number of factors, including our ability to provide relevant and timely services and products to meet our consumers’ changing needs at a reasonable cost. We have invested and will continue to invest in improving our platform and our suite of products and services. For example, we recently acquired BX Blue, a digital marketplace focused on public payroll loans, enabling PicPay to enter a new industry vertical for collateralized products and helping to further diversify our credit portfolio. However, if new or improved features, products and services fail to meet shifting consumer demands and fail to attract new consumers or encourage existing consumers to expand their engagement with our products and services, the pace of our growth may decline. Further, these and other new products and services must achieve high levels of market acceptance before we are able to recoup our up-front investment costs, which may never occur if such products and services fail to attract new consumers and/or retain existing consumers.

Our existing and new products and services, including our payments, investments, insurance, and credit solutions, could fail to attract new consumers and/or retain existing consumers for many reasons, including the following:

• we may fail to predict market demand accurately and provide products and services that meet this demand in a timely fashion;

• consumers may not like, find useful or agree with any changes we make to our products or services;

• the reliability, performance or functionality of our products and services could be compromised or the quality of our products and services could decline;

• we may fail to provide sufficient consumer support;

• consumers may dislike our pricing, particularly in comparison to the pricing of competing products and services;

• competing products and services may be introduced by our competitors; and

• there may be negative publicity about our products and services or our platform’s performance or effectiveness, including negative publicity on social media platforms.

If we fail to retain our relationship with existing consumers, if we do not attract new consumers to our platform and products or if we do not continually expand usage and volume from consumers on our platform, our business, results of operations, financial condition and prospects would be materially and adversely affected.

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If we cannot keep pace with rapid developments and change in our industry, the use of our products and services could decline, reducing our revenues.

The technology-enabled industry in which we operate is subject to rapid and significant changes, new product and service introductions, evolving industry standards, changing client needs and increased competition from new competitors, including nontraditional competitors. These changes include those relating to:

• artificial intelligence and machine learning (including in relation to fraud and risk assessment);

• payment technologies (including real-time payments, payment card tokenization and proximity payment technology, such as near-field communication and other contactless payments);

• mobile and internet technologies (including mobile phone app technology);

• commerce technologies, including for use in-store, online and via mobile, virtual, augmented or social-media channels; and

• digital banking features (including balance and fraud monitoring and notifications).

In order to remain competitive, we are continually involved in a number of projects to develop new products and services or compete with these new competitors, and other new offerings emerging in our industry. These projects carry risks, such as cost overruns, delays in delivery, performance problems and lack of consumer adoption. Any delay in the delivery of new products or services, performance problems or the failure to differentiate our products and services or to accurately predict and address market demand could render our products and services less desirable, or even obsolete, to our consumers. Furthermore, even though the market for our products and services is evolving, it may not continue to develop rapidly enough for us to recover the costs we have incurred in developing new products and services targeted at this market.

While we take precautions to prevent consumer identity fraud, it is possible that identity fraud may still occur or has occurred, which may adversely affect our business.

There is risk of fraudulent activity associated with our platform and third parties handling consumer information. Our resources, technologies, and fraud prevention tools may be insufficient to accurately detect and prevent fraud.

We bear the risk of consumer fraud in a transaction involving us, a consumer, and a merchant, and we generally have limited recourse to the merchant to collect the amount owed by the consumer. In the event that a billing dispute between a cardholder and a merchant is not resolved in favor of the merchant, including in situations in which the merchant is engaged in fraud, the transaction is typically “charged back” to the merchant and the purchase price is credited or otherwise refunded to the cardholder. If we are unable to collect chargeback or refunds from the merchant’s account, or if the merchant refuses to or is unable to reimburse us for a chargeback or refunds due to closure, bankruptcy, or other reasons, we may bear the loss for the amounts paid to the cardholder. Our financial results would be adversely affected to the extent these merchants do not fully reimburse us for the related chargebacks. Historically, chargebacks occur more frequently in online transactions than in in-person transactions, and more frequently for goods than for services. In addition, the risk of chargebacks is typically greater with those of our merchants that promise future delivery of goods and services, which we allow on our service. Significant amounts of fraudulent cancellations or chargebacks could adversely affect our business or financial condition.

In addition, changes in the payment card network rules regarding chargebacks may affect our ability to dispute chargebacks and the amount of losses we incur from chargebacks. If we fail to make such changes or otherwise resolve the issue with the payment card networks, the networks could disqualify us from processing transactions if satisfactory controls are not maintained, which would have a material adverse effect on our business, financial condition and results of operations.

High profile fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, negative publicity, and the erosion of trust from our consumers and merchants, and could materially and adversely affect our business, results of operations, financial condition, future prospects, and cash flows.

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Fraud by merchants or others could have a material adverse effect on our business, financial condition, and results of operations.

We may be subject to potential liability for fraudulent electronic payment transactions or credits initiated by merchants or others. Examples of merchant fraud include when a merchant or other party knowingly uses a stolen or counterfeit credit or prepaid card, card number, or other credentials to record a false sales transaction, processes an invalid card, or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeiting and fraud. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk and prevent fraud would increase our chargeback liability or other liability. Increases in chargebacks or other liability could have a material adverse effect on our business, financial condition, and results of operations.

Real or perceived inaccuracies in our key business metrics may harm our reputation and negatively affect our business.

We track certain key business metrics, such as total payment volume and quarterly active consumers and businesses, with internal systems and tools that are not independently verified by any third party. While the metrics presented in this prospectus are based on what we believe to be reasonable assumptions and estimates, our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time. In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If the internal systems and tools we use to track these metrics understate or overstate performance or contain algorithmic or other technical errors, the key operating metrics we report may not be accurate. If investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our results of operations and financial condition could be adversely affected.

Real or perceived software errors, failures, bugs, defects, or outages could adversely affect our business, results of operations, financial condition, and future prospects.

Our platform and our internal systems rely on software that is highly technical and complex. In addition, our platform and our internal systems depend on the ability of such software to store, retrieve, process, and manage large amounts of data. As a result, undetected errors, failures, bugs, or defects may be present in such software or occur in the future in such software, including open source software and other software we license in from third parties, especially when updates or new products or services are released.

Any real or perceived errors, failures, bugs, or defects in the software may not be found until our consumers use our platform and could result in outages or degraded quality of service on our platform that could adversely impact our business (including through causing us not to meet contractually required service levels), as well as negative publicity, loss of or delay in market acceptance of our products and services, and harm to our brand or weakening of our competitive position. In such an event, we may be required, or may choose, to expend significant additional resources in order to correct the problem. Any real or perceived errors, failures, bugs, or defects in the software we rely on could also subject us to liability claims, impair our ability to attract new consumers, retain existing consumers, or expand their use of our products and services, which would adversely affect our business, results of operations, financial condition, and future prospects.

Degradation of the quality of the products and services we offer, including support services, could adversely impact our ability to attract and retain merchants and partners.

Our clients expect a consistent level of quality in the provision of our products and services through our platform. The support services that we provide are also a key element of the value proposition to our clients. If the reliability or functionality of our products and services is compromised or the quality of those products or services is otherwise degraded, or if we fail to continue to provide a high level of support, we could lose existing clients and find it harder to attract new merchants and partners. If we are unable to scale our support functions to address the growth of our merchant and partner network, the quality of our support may decrease, which could adversely affect our ability to attract and retain merchants and partners.

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We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs.

We have funded our operations primarily through equity financings. Although we currently fund part of our operations through time deposits, we may need additional capital to fund our operations. In addition, we may require additional capital to respond to business opportunities, refinancing needs, challenges, acquisitions, to comply with regulatory capital adequacy requirements or unforeseen circumstances and may decide to raise equity or debt financings, and we may not be able to secure any such additional debt or equity financing or refinancing on favorable terms, in a timely manner, or at all. For example, disruptions in the credit markets or other factors could adversely affect the availability, diversity, cost, and terms of our funding arrangements. In addition, our funding sources may reassess their exposure to our industry and either curtail access to uncommitted financing capacity, fail to renew or extend facilities, or impose higher costs to access our funding.

Any debt financing obtained by us in the future could also include restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

In the future, we may also seek to further access the capital markets to obtain capital to finance growth and/or to comply with regulatory capital requirements and adequacy to meet regulatory obligations and to maintain our ability to continue to offer products that are subject to Brazilian regulatory oversight and restrictions.

Nonetheless, our future access to the capital markets could be restricted due to a variety of factors, including a deterioration of our earnings, cash flows, balance sheet quality, or overall business or industry prospects, adverse regulatory changes, a disruption to or volatility or deterioration in the state of the capital markets, or a negative bias toward our industry by market participants. Future prevailing capital market conditions and potential disruptions in the capital markets may adversely affect our efforts to arrange additional financing on terms that are satisfactory to us, if at all. If adequate funds are not available, or are not available on acceptable terms, we may not have sufficient liquidity to fund our operations, make future investments, take advantage of acquisitions or other opportunities, or respond to competitive challenges and this, in turn, could adversely affect our ability to advance our strategic plans. In addition, if the capital and credit markets experience volatility, and the availability of funds is limited, third parties with whom we do business may incur increased costs or business disruption and this could adversely affect our business relationships with such third parties, which in turn could have a material adverse effect on our business, results of operations, financial condition, cash flows, and future prospects.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common shares and our trading volume could decline.

The trading market for our Class A common shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no or too few securities or industry analysts commence coverage of our company, the trading price for our Class A common shares would likely be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our Class A common shares or publish inaccurate or unfavorable research about our business, the price of our Class A common shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our Class A common shares could decrease, which might cause the price of our Class A common shares and trading volume to decline.

We use open source software in our platform, which may subject us to litigation or other actions that could harm our business.

We use open source software in our platform, and we may use more open source software in the future. In the past, companies that have incorporated open source software into their products have faced claims challenging the ownership of open source software or compliance with open source license terms. Accordingly, we could be subject to suits by parties claiming ownership of open source software with restrictive licenses or claiming noncompliance with open source licensing terms. Some open source software licenses require consumers who use, distribute or make available across a network software or services that include open source software to publicly disclose all or part of the source code to such software or make available any derivative works of the open source code on terms unfavorable to

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the developer or at no cost. Additionally, if a third-party software provider has incorporated open source software into software that we license from such provider, we could be required to disclose any of our source code that incorporates or is a modification of our licensed software. If we were to use open source software subject to such licenses, we could be required to release our proprietary source code, pay damages, re-engineer our platform or solutions, discontinue sales, or take other remedial action, any of which could harm our business. In addition, if the license terms for updated or enhanced versions of the open source software we utilize change, we may be forced to expend substantial time and resources to re-engineer our components of our platform.

In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. Any of the foregoing could harm our business and could help our competitors develop products and services that are similar to or better than ours.

Our business depends on our ability to attract and retain highly skilled employees.

Our future success depends on our ability to identify, hire, develop, motivate, and retain highly qualified personnel for all areas of our organization, in particular, a highly experienced sales force, data scientists, and engineers. Competition for these types of highly skilled employees in Brazil is extremely intense. Trained and experienced personnel are in high demand and may be in short supply. Many of the companies with which we compete for experienced employees have greater resources than we do and may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors that may seek to recruit them. We may not be able to attract, develop, and maintain the skilled workforce necessary to operate our business, and labor expenses may increase as a result of a shortage in the supply of qualified personnel. If we are unable to continue to attract or retain highly skilled employees, our business, results of operations, financial condition, and future prospects could be materially and adversely affected.

If we lose key personnel our business, financial condition and results of operations may be adversely affected.

We are dependent upon the ability and experience of a number of key personnel who have substantial experience with our operations, the rapidly changing payment processing industry and the markets in which we offer our services. Many of our key personnel have worked for us for a significant amount of time or were recruited by us specifically due to their industry experience. It is possible that the loss of the services of one or a combination of our senior executives or key managers could have a material adverse effect on our business, financial condition and results of operations.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our results of operations.

A change in accounting standards or practices may have a significant effect on our results of operations and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported results of operations or the way we conduct our business.

Our adoption of changes in accounting standards or practices and any difficulties we experience in the implementation of such changes, including any resulting modifications to our accounting systems, could cause us to fail to meet our financial reporting obligations, potentially resulting in regulatory action and weakening investors’ confidence in us.

We have entered, or may enter in the future, into significant transactions with related parties.

We are dependent on, and expect from time to time in the future to engage in, commercial and financial transactions with our shareholders and other related parties. During the period covered by the financial statements included in this prospectus, we have engaged in transactions with related parties that have had a material impact on our results of operations and financial position, such as certain agreements with Banco Original, which is controlled by our ultimate controlling shareholders.

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In 2023, J&F Participações announced its plan to integrate Banco Original’s retail operations with PicPay, and on November 16, 2023, PicPay Brazil entered into a Cost Sharing Agreement (Contrato de Compartilhamento de Despesas) with Banco Original to regulate the terms and conditions governing the sharing of support areas between PicPay Brazil and Banco Original, as well as the reimbursement by Banco Original of certain costs incurred by PicPay Brazil in the contracting of suppliers who provide products and/or services that are also shared between PicPay Brazil and Banco Original. Such agreement is retroactively effective as of January 1, 2023, and will remain valid for an undetermined period. Either party may terminate this agreement for any reason and without penalty at any time, provided that 30 days’ prior written notice is sent to the other party.

Moreover, on January 10, 2024, PicPay Bank entered into a Cost Sharing Agreement (Contrato de Compartilhamento de Despesas) with Banco Original to regulate the terms and conditions governing the sharing of support areas between PicPay Bank and Banco Original, as well as the reimbursement by Banco Original of certain costs incurred by PicPay Bank in the contracting of suppliers who provide products and services that are also shared between PicPay Bank and Banco Original. Such agreement will remain valid for an undetermined period. Either party may terminate this agreement for any reason and without penalty at any time, provided that 30 days’ prior written notice is sent to the other party.

These agreements involve the sharing of certain expenses, such as technology and administrative expenses. We may be adversely affected if Banco Original fails to reimburse us for any such shared costs in the future.

The integration of Banco Original’s retail operations began with the transfer of its personal checking accounts and associated assets to the PicPay platform in July 2023. We also began originating personal loans in October 2023, and the PicPay credit card portfolio was transferred to PicPay from Banco Original in January 2024, fully internalizing our credit card operations at the start of 2024. We may not be successful in capturing the expected synergies related to the integration of Banco Original’s retail operations and we may be subject to the following risks, among others:

• risk of misallocation of human and financial resources for the purposes of knowledge integration, which, in turn, can have an impact on the stipulated deadlines and, consequently, on the time expected for capturing synergies and quick wins;

• risk of possible over-sizing of synergies and under-sizing of the integration schedule, which may cause the implicit multiple of the integration to be different from the one that was communicated; and

• risk of our exposure to contingencies, known or unknown, which may adversely affect our operational results and reputation.

The risks described above may adversely affect our expectations and intended results with the integration, as well as our business. All of those issues prevent our achievement of potential synergies, benefits derived from the integration or the expected cost reduction, adversely affecting our results.

For more information about our related party transactions, see “Related Party Transactions,” “Business — Our History — Recent Acquisitions and Corporate Transactions” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Principal Factors Affecting our Financial Condition and Results of Operations — Acquisitions and New Lines of Business and Other Developments.”

In addition, our ultimate controlling shareholders will have the ability to exercise overall control over us and may have interests that are different from ours. We cannot assure you that we will be able to address these potential conflicts of interests or others in an impartial manner. For more information, see “— Our ultimate controlling shareholders are expected to have influence over the conduct of our business and may have interests that are different from yours.”

Moreover, we may engage in the future in additional related party transactions that are not part of our ordinary financial products offerings, including with entities owned or controlled by our ultimate controlling shareholders, or with other officers, directors or significant shareholders. For more information, see “Related Party Transactions — Related Party Transaction Policy.”

For example, in September 2024, PicPay Bank originated a transaction to J&F in the total amount of R$300 million, with a maturity of 30 days, at an interest rate of 1.76%. J&F assigned credit rights that J&F had against our affiliate JBS S.A. derived from the right to receive interim dividends from JBS S.A. as a collateral. Such transaction was settled on October 7, 2024. For more information, see “Related Party Transactions — Agreements with Banco Original — Prepayment of Receivables (PicPay Bank).”

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Moreover, PicPay Bank is developing the acquisition of future receivables as one of its product offerings, actively seeking to strengthen its corporate governance framework and exploring the adoption of the best practices in this area, and, as a result, all of its products are priced in accordance with the prevailing market conditions.

If any entity under the direct or indirect control of our ultimate controlling shareholders or their affiliates require any temporary financing, PicPay Bank may offer its financial products to such entities as a financial institution, provided that such arrangements are conducted and agreed at arms-length conditions and according to fair market terms.

If we enter into transactions with our shareholders and other related parties other than on an arms’ length basis, our results of operations and financial condition may be adversely impacted. Future conflicts of interests may arise between us and any of our related parties, or among our related parties, which may not be resolved in our favor.

Our insurance policies may not be sufficient to cover all claims.

Our insurance policies may not adequately cover all risks to which we are exposed, especially due to certain risks that are not usually covered by insurance policies. A significant claim not covered by our insurance, in full or in part, may result in significant expenditures by us. Moreover, we may not be able to purchase, maintain or renew insurance policies in the future at reasonable costs or on acceptable terms, which may adversely affect our business, financial condition and the trading price of our Class A common shares.

If we are unable to attract, maintain and expand our merchant relationships, our businesses may be adversely affected.

Our growth is derived in part from acquiring new merchant relationships, developing new and enhanced product and service offerings, and cross-selling or up-selling our products and services through existing merchant relationships. We rely on the continuing growth of our merchant relationships and our distribution channels in order to expand our revenues. There can be no guarantee that this growth will continue. Similarly, our growth also will depend on our ability to retain and maintain existing relationships with merchants that use our services. Furthermore, merchants with which we have relationships may experience bankruptcy, financial distress, or otherwise be forced to contract their operations. The loss of existing merchant relationships, any failure in maintaining such relationships on similarly attractive economic terms, the contraction of our existing merchants’ operations or any inability to acquire new merchant relationships could adversely affect our revenue and our business and results of operations.

Any acquisitions, partnerships, joint ventures or divestitures that we consummate, such as the Guiabolso acquisition, the BX acquisition and the Kovr Acquisition, could disrupt our business and harm our financial condition.

Acquisitions, partnerships and joint ventures are part of our growth strategy. We evaluate, and expect in the future to evaluate, potential strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. We may not be successful in identifying acquisition, partnership and joint venture targets.

Moreover, new acquisitions may involve several risks that could have a material adverse effect on our business such as (1) our investments in acquisitions may not generate the expected returns, and we may mismanage administrative and financial resources as part of the integration process, or be required to invest additional capital, (2) a future acquisition or divestment may be subject to approval by the Brazilian Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica) or other regulatory authorities, which may deny the necessary approvals for, or impose conditions or restrictions on, the transaction, (3) we may face contingent and/or successor liabilities (either currently known or unknown to us) in connection with, among other things, (i) judicial and/or administrative proceedings of the acquired institutions, including but not limited to, regulatory, tax, labor, social security, environmental and intellectual property proceedings, and (ii) financial, reputational and technical issues, including with respect to accounting practices, financial statement disclosures and internal controls, as well as other regulatory matters, all of which may not be sufficiently indemnifiable under the relevant acquisition agreement, (4) we may not be able to integrate efficiently and successfully the operations of the institutions we acquire, including their personnel, corporate cultures, financial systems, distribution or operating procedures and (5) the acquisition and divestiture process may require additional funds and/or may be time-consuming, and past and future acquisitions or divestments and the subsequent integration or separation of new assets and businesses require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have a material adverse effect on our business operations.

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We may not be successful in capturing the expected synergies related to acquired companies or companies in the process of being acquired. Our inorganic growth, which is increasing, especially considering the Kovr Acquisition, may subject us to risks related to the integration processes of the assets acquired by us, as described below:

• We may not be able to integrate efficiently and successfully the operations of the institutions we acquire, including their personnel, corporate cultures, financial systems, distribution or operating procedures; and

• The business model of the institutions we acquire may differ from ours, and we may be unable to adapt them to our business model or do so efficiently.

The acquisition of Kovr is subject to certain conditions precedent, including regulatory approval. Furthermore, the sellers of Kovr are executives of Kovr and acquired the majority of their interest in Kovr from a subsidiary of Banco Master a short time before we entered into the agreement to acquire Kovr. Banco Master is currently undergoing extrajudicial liquidation and is subject to fraud investigations. See “— Risks Relating to Our Business and Industry — Any acquisitions, partnerships, joint ventures or divestitures that we consummate, such as the Guiabolso acquisition, the BX acquisition and the acquisition of Kovr, could disrupt our business and harm our financial condition.”

The Kovr Acquisition might be subject to heightened scrutiny by interested third-party creditors in light of the extrajudicial liquidation of Banco Master and certain of its subsidiaries decreed by BACEN. Should any investigation determine that the Kovr Acquisition constitutes a fraud against creditors of Banco Master or entities within its economic group, a court may issue an order to prevent the closing of the Kovr Acquisition or to unwind the transaction.

In addition, we may not be able to successfully finance or integrate any businesses, services or technologies that we acquire or with which we form a partnership or joint venture, and we may lose merchants as a result of any acquisition, partnership or joint venture. Furthermore, the integration of any acquisition, partnership or joint venture may divert management’s time and resources from our core business and disrupt our operations.

For example, we are exposed to these and other risks by virtue of our Guiabolso acquisition, the BX acquisition and the Kovr Acquisition. These and future acquisitions may expose us to successor liability relating to actions involving the acquired entities, their respective management or contingent liabilities incurred before the acquisition. The due diligence we conducted in connection with these acquisitions may not be sufficient to protect us from, or compensate us for, actual liabilities. A material liability associated with these acquisitions, or our failure to successfully integrate them into our business, could adversely affect our reputation and have a material adverse effect on us.

In addition, non-compete arrangements which we may enter into in connection with acquisitions, partnerships and joint ventures may prevent us from competing for certain clients or in certain lines of business, and may lead to a loss of clients. We may spend time and money on projects that do not increase our revenue. To the extent we pay the purchase price of any acquisition in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with our common shares, it could be dilutive to our shareholders. To the extent we pay the purchase price with proceeds from the incurrence of debt, it would increase our level of indebtedness and could negatively affect our liquidity and restrict our operations. Our competitors may be willing or able to pay more than us for acquisitions, which may cause us to lose certain acquisitions that we would otherwise desire to complete. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

We may from time to time assess divestment opportunities and conduct divestments where we believe such transactions would be beneficial to our business strategy. Divestments may require us to expend significant time, funds and other resources, and may not always be completed within the expected time frame or on the terms and conditions that we expect. We may also be unable to reap the benefits of any divestments we undertake. Our asset base, total revenue, cash flows and profit may also be reduced significantly following a divestment, which could adversely affect our business, financial condition, results of operations, our ability to make distributions to our shareholders and result in a decrease in the price of our Class A common shares. Any divestiture, irrespective of whether it is consummated, may involve a number of risks, including diverting our management’s attention, adverse effects on our consumer relationships, costs associated with maintaining the business of the targeted divestiture during the disposition process, and other costs associated with winding down and divesting the affected business or transferring remaining portions of the operations of the business to other facilities. Furthermore, to the extent that we are not successful in completing desired divestitures, as such may be determined by future strategic plans and business performance, we may have to expend substantial amounts of cash, incur debt, or continue to absorb the costs of any loss-making or under-performing assets.

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Historical financial statements or related financial information of Kovr have not been disclosed to investors and will not be made available.

We have not included historical financial statements or related financial information of Kovr in this prospectus, and investors in this offering will not have the benefit of such historical financial statements or related financial information in making their investment decision. Based on the insignificance of the acquisition, we are not required to include Kovr’s financial statements or related pro forma financial information in this prospectus. Once we have consummated the Kovr acquisition and the financial results of Kovr have been consolidated in our financial results, our future financial statements will differ from our historical financial statements included elsewhere in this prospectus.

Our holding company structure makes us dependent on the operations of our subsidiaries.

We are a Dutch public limited liability company. Our material assets are our direct and indirect equity interests in our subsidiaries. We are, therefore, dependent upon payments, dividends and distributions from our subsidiaries for funds to pay our holding company’s operating and other expenses and to pay future cash dividends or distributions, if any, to holders of our Class A common shares, and we may have tax costs in connection with any dividend or distribution. Furthermore, exchange rate fluctuation will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries. See “— Risks Relating to Brazil — Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares” and “Dividends and Dividend Policy.”

Our ultimate controlling shareholders are expected to have influence over the conduct of our business and may have interests that are different from yours.

Following this offering, J&F Participações, which is jointly controlled, pursuant to a shareholders’ agreement, by Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders, will beneficially own 100% of our Class B common shares. Accordingly, our ultimate controlling shareholders will control approximately % of the voting power in our general meeting following this offering, assuming no exercise of the underwriters’ option to purchase additional Class A common shares. As a result, our ultimate controlling shareholders will have the ability to control matters submitted to a vote of shareholders; appoint a substantial majority of the members of our board of directors; and exercise overall control over us. For more information about our ultimate controlling shareholders, see “Principal Shareholders.”

Our ultimate controlling shareholders may have an interest in causing us to pursue transactions that may enhance the value of their equity investments in us, even though such transactions may involve increased risks to us or the holders of our common shares. Furthermore, our ultimate controlling shareholders own, through J&F Participações or other entities, equity investments in other businesses and may have an interest in causing us to pursue transactions that may enhance the value of those other equity investments, even though such transactions may not benefit us. Our ultimate controlling shareholders may also pursue new business opportunities through other entities that they control that would otherwise be available to us. We cannot assure you that we will be able to address these potential conflicts of interests or others in an impartial manner.

In addition, there is no restriction on our shareholders or board of directors that would prevent the appointment of our ultimate controlling shareholders as a member of the board of directors or executive officer of PicPay Netherlands or PicPay Brazil (subject to the prior approval of the Brazilian Central Bank, in the case of PicPay Brazil). However, Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista do not currently intend to have a management position in or serve as a member of the board of directors of PicPay Netherlands or any of its subsidiaries, including PicPay Brazil. See “— We are subject to reputational risk in connection with U.S. and Brazilian civil and criminal actions and investigations involving our ultimate controlling shareholders, which may materially adversely impact our business and prospects and damage our reputation and image.”

Given the degree of control over our company that is expected to be held by our ultimate controlling shareholders following the consummation of this offering, there can be no assurance that the future actions or decisions of our ultimate controlling shareholders will not impact our company, our prospects or the value of our Class A common shares in ways that differ from your interests.

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We are subject to reputational risk in connection with U.S. and Brazilian civil and criminal actions and investigations involving our ultimate controlling shareholders, which may materially adversely impact our business and prospects and damage our reputation and image.

As further described elsewhere in this prospectus (see “Principal Shareholders — Civil and Criminal Actions and Investigations involving our Ultimate Controlling Shareholders”), in 2017, our ultimate controlling shareholders, among others, entered into collaboration agreements (acordos de colaboração premiada), or the “Collaboration Agreements,” with the Brazilian Attorney General’s Office (Procuradoria-Geral da República), and J&F on behalf of itself and its subsidiaries, entered into a leniency agreement, or the “Leniency Agreement,” with the Brazilian Federal Prosecution Office (Ministério Público Federal) following disclosure of illicit payments made to Brazilian politicians from 2009 to 2015. Pursuant to the Leniency Agreement, J&F agreed to pay a fine of R$8.0 billion and contribute an additional R$2.3 billion to social projects in Brazil, each adjusted for inflation, over a 25-year period. The total fine was subsequently reduced to R$3.5 billion (equivalent to approximately US$658.1 million, converted using the foreign exchange rate as of September 30, 2025). In December 2023, the Brazilian Supreme Court (Supremo Tribunal Federal) justice overseeing the case suspended J&F’s obligation to make any additional installment payments under the Leniency Agreement based upon potential misconduct by enforcement authorities in connection with entering into the Leniency Agreement, which otherwise remains in effect. Although the Leniency Agreement involved matters unrelated to our company, we acceded to it as an affiliated company of J&F, as a result of which an annual independent audit of our compliance program is conducted. For more information about our compliance program, see “Business — Compliance Program.” Our management and leadership teams are strongly committed to operating our business in full compliance with anti-corruption principles and applicable law. However, no assurance can be given that our policies, practices and personnel will be effective to detect or prevent illicit activities in all cases.

In 2020, J&F, our affiliate JBS S.A., which is controlled by our ultimate controlling shareholders, and our ultimate controlling shareholders, or collectively the “Respondents,” entered into a settlement with the SEC relating to the circumstances and payments that were the subject of the Collaboration Agreements and Leniency Agreement. Pursuant to the SEC settlement and related order, the Respondents undertook, among other things, to enhance anti-bribery and anti-corruption compliance programs, make progress reports to the SEC over a three-year period, and pay disgorgement and civil penalties. JBS S.A. was ordered to pay disgorgement to the SEC in the amount of US$26.9 million, and each of our ultimate controlling shareholders was ordered to pay a civil penalty of US$550,000, each of which payments has been made in full. Also in 2020, J&F reached a plea agreement with the U.S. Department of Justice, or “DOJ,” in which J&F pled guilty to one count of conspiracy to violate the U.S. Foreign Corrupt Practices Act, or the FCPA, in relation to the circumstances and payments that were the subject of the Collaboration Agreements and Leniency Agreement and agreed to pay a criminal penalty of US$256.5 million, payable in two installments of approximately US$128.2 million each. J&F paid a single installment of US$128.2 million to the U.S. government, with the remaining balance deemed to have been offset by payments made by J&F to Brazilian authorities under the Leniency Agreement. The DOJ plea agreement also required J&F to implement a compliance program and improve its internal policies and to make progress and other reports to the DOJ over a three-year period.

In addition, our ultimate controlling shareholders and J&F were under investigation by the CVM in Brazil for alleged violations of Brazilian securities and corporate law, including possible violations of insider trading law involving shares of controlled companies, and foreign exchange futures contracts. These investigations have been concluded, with full or partial exonerations of the investigated parties or settlement agreements, as the case may be. Our ultimate controlling shareholders are also subject to ongoing criminal proceedings by the Brazilian Federal Prosecution Office based on similar allegations. For more information about these investigations and proceedings, see “Principal Shareholders — Civil and Criminal Actions and Investigations involving our Ultimate Controlling Shareholders — Other Investigations and Proceedings.”

Our ultimate controlling shareholders’ and their affiliates’ reputation suffered as a consequence of these agreements and proceedings and related negative publicity. Although, to our knowledge, our ultimate controlling shareholders and their affiliates are currently in compliance with our and their respective obligations under the Brazilian Collaboration Agreements and Leniency Agreement, the SEC order and the DOJ plea agreement, and while we understand that these agreements resolved all related Brazilian criminal exposure of our ultimate controlling shareholders and J&F in relation to the illicit conduct that was the subject of these agreements, any breach of the obligations under these legacy

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agreements could result in additional negative publicity that could have a material adverse effect on our reputation and the reputation of our ultimate controlling shareholders. In addition, if future events or actions were to give rise to new investigations, allegations or proceedings involving our ultimate controlling shareholders or affiliates, our reputation and our ability to implement our business strategies, enter into beneficial transactions, partnerships or acquisitions, and the value of our Class A common shares may be materially adversely affected.

Negative publicity about us, our directors, our employees, our ultimate controlling shareholders or our industry and damage to our reputation and image or the reputation of our directors, our employees and ultimate controlling shareholder could adversely affect our business, financial condition, results of operations and future prospects.

Our credibility with the market is of great importance to enable us to conduct our business, and to attract and retain our customers, employees and investors. We can be subject to negative publicity based on a number of factors, including, without limitation, allegations or complaints, even if inaccurate, relating to our governance, our customer service, our relationships with suppliers or other third parties, our non-compliance with legal and regulatory obligations, our risk management practices, our financial results, health or work safety, social and environmental events, or unethical or corrupt behavior by our employees, directors, officers, our ultimate controlling shareholders, affiliates or suppliers. Any negative impact on our reputation and image may have a material adverse effect on our business, results of operations, financial condition and prospects. See, for example, “— We are subject to reputational risk in connection with U.S. and Brazilian civil and criminal actions and investigations involving our ultimate controlling shareholders, which may materially adversely impact our business and prospects and damage our reputation and image” above.

Furthermore, we cannot guarantee that our company, our ultimate controlling shareholders or our affiliates will not be the subject of future negative publicity, even if inaccurate. We also cannot be certain that any actions we take in response to a reputational crisis will be effective or sufficient to mitigate any harm arising out of any such crisis. Actions or allegations (whether grounded or unfounded) regarding actions taken by our ultimate controlling shareholders or our affiliates, or by our suppliers or other third parties, including, but not limited to, illegal acts or corruption, actions contrary to health or worker safety, or actions contrary to socio-environmental regulations, may materially adversely impact our reputation and image with our customers, suppliers and the market, which may have a material adverse effect on our business, results of operations, financial condition and future prospects and the value of our Class A common shares.

We rely on third parties maintaining open marketplaces to distribute our mobile device app. If such third parties interfere with the distribution of our platform, our business would be adversely affected.

We rely on third parties maintaining open marketplaces, including the Apple App Store and Google Play, which make our mobile device app available for download. We cannot assure you that the marketplaces through which we distribute our mobile device app will maintain their current structures or that such marketplaces will not charge us fees to list our app for download. We are also dependent on these third-party marketplaces to enable us and our consumers to timely update our mobile device app, and to incorporate new features, integrations, and capabilities.

In addition, Apple Inc. and Google, among others, for competitive or other reasons, could stop allowing or supporting access to our mobile device app through their products, could allow access for us only at an unsustainable cost, or could make changes to the terms of access in order to make our mobile app less desirable or harder to access.

If we are unable to integrate our products with a variety of operating systems, software apps, platforms and hardware that are developed by others, our solutions may not operate effectively, our products may become less marketable, less competitive or obsolete and our business, financial condition and results of operations may be harmed.

Our products must integrate with a variety of network, hardware and software platforms, and we need to continuously modify and enhance our products to adapt to changes in hardware, software, networking, browser and database technologies. In particular, we have developed our technology platform to easily integrate with third-party apps through the interaction of application programming interfaces, or “APIs.” Our business could be harmed if any provider of such software or other technologies or systems:

• discontinues or limits our access to its APIs;

• modifies its terms of service or other policies, including fees charged to or other restrictions on us or other app developers;

• changes how consumer information is accessed by us, our partners or our consumers;

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• establishes more favorable relationships with one or more of our competitors; or

• develops or otherwise favors its own competitive offerings over ours.

Although we actively monitor our partners and multi-source venders, we cannot prevent our providers of software or other technologies from changing the features of their APIs, discontinuing their support of such APIs, restricting our access to their APIs or altering the terms governing their use in a manner that is adverse to our business. If our partners or multi-source vendors were to take such actions, our capabilities that depend on such APIs would be impaired until we are able to find a replacement partner or develop an in-house solution, which could significantly diminish the value of our platform and harm our business, operating results and financial condition. In addition, third-party services and products are constantly evolving, and we may not be able to modify our platform to maintain its compatibility with such services and products as they continue to develop, or we may not be able to make such modifications in a timely and cost-effective manner, any of which could adversely affect our business, operating results and financial condition.

We have identified material weaknesses in our internal control over financial reporting, and if we fail to establish and maintain effective internal controls over financial reporting we may be unable to timely and accurately report our results of operations, meet our reporting obligations and/or prevent fraud. In addition, our accounting and other management systems and resources may not be immediately prepared to meet the reporting requirements applicable to U.S. public reporting companies, which may strain our resources.

Our accounting resources and internal control framework were originally put into place to meet Brazilian regulatory and private-company reporting requirements and have not yet been fully scaled to address the internal control over financial reporting requirements applicable to U.S. public companies under the Sarbanes-Oxley Act. Management is conducting, but has not yet completed, an assessment of the effectiveness of our internal controls over financial reporting under the Sarbanes-Oxley Act of 2002. Moreover, our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting.

We have identified material weaknesses in internal control over financial reporting, which relate to: (a) change management; (b) access management; and (c) financial reporting related to the financial reporting close process. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional material misstatements to our consolidated financial statements that could not be prevented or detected on a timely basis.

As of December 31, 2024, and 2023, our management identified a material weakness in our internal control over financial reporting related to controls related to the “change management” to our IT systems. All planned investments and actions to address the risk related to “change management” were executed, and the process is now more robust. The design tests concluded that the process is functional and addresses the risks initially identified. However, the effectiveness tests could not be conducted due to the timing of the implementations. Therefore, this material weakness has not yet been remediated and will continue until we can carry out an assessment of the maturity of the implemented controls with a broader data set.

As of December 31, 2024, our management also identified a material weakness in our internal control over financial reporting related to the effectiveness tests on “access management controls” for specific systems in the periodic review process of some users. To address this, we are conducting periodic reviews at shorter intervals, which has resulted in a large number of cancellations of access rights, as well as enhancing the segregation of duties matrices of our most critical systems. This material weakness has not yet been remediated and will continue until we can carry out an assessment of the effectiveness of the controls.

In addition, during 2025, our management identified a material weakness in our internal control over financial reporting related to the financial reporting closing process. Specifically, deficiencies were noted in the timely and accurate completion of period-end financial closing procedures, which could result in errors in the preparation of our financial statements. This material weakness has not yet been remediated, and our management is actively implementing corrective actions to strengthen the controls and procedures over the financial closing processes. To remediate this material weakness, management has developed and is implementing a comprehensive remediation plan. Key actions include:

(i) enhancing oversight and precision of controls activities within the month-end and quarter-end close processes;

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(ii) enhancing the preparation and review procedures for our financial reports, including our financial statements, by implementing more structured drafting and documentation protocols to strengthen the accuracy of accounting reconciliations and reliability of our external reporting; and

(iii) expanding the finance and accounting team with personnel possessing the requisite technical expertise.

These actions are intended to promote more rigorous oversight of complex and non-routine transactions and to improve consistency in the application of our financial reporting processes.

After the completion of this offering, we will become subject to certain reporting requirements of the Exchange Act and the other rules and regulations of the SEC and Nasdaq. We will also be subject to various other regulatory requirements, including the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act.” Section 404 of the Sarbanes-Oxley Act requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F subject to phase-in accommodations for newly-listed companies. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, which may be up to five full fiscal years following the date of this offering, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, we may identify weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our Class A common shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

In addition, we expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantial costs to maintain the same or similar coverage. New rules and regulations relating to information disclosure, financial reporting and controls and corporate governance, which could be adopted by the SEC or other regulatory bodies or exchange entities from time to time, could result in a significant increase in legal, accounting and other compliance costs and make certain corporate activities more time-consuming and costly, which could materially affect our business, financial condition and results of operations. These rules and regulations may also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

These new obligations will also require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business. Given that most of the individuals who now constitute our management team have limited experience managing a publicly traded company and complying with the increasingly complex laws pertaining to public companies, initially, these new obligations could demand even greater attention. These cost increases and the diversion of management’s attention could materially and adversely affect our business, financial condition and operation results.

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Disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud.

Disclosure controls and procedures, including internal controls over financial reporting, are designed to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is prepared and communicated to our management, and recorded, processed, summarized and reported in accordance with the applicable rules and regulations, including, but not limited to, SEC rules and forms.

These disclosure controls and procedures are subject to inherent limitations, including the risk that decision-making judgments may be flawed, resulting in errors or mistakes. Controls may also be bypassed through unauthorized overrides. As a result, our business remains exposed to risks such as potential non-compliance with policies, employee misconduct, negligence, or fraud, any of which could lead to regulatory sanctions, civil claims, and significant reputational or financial harm. We may not be able to prevent all instances of employee misconduct, and the measures we implement to detect or deter such activity may not always be effective. Therefore, due to these inherent limitations, misstatements arising from error or fraud may occur and go undetected. For further information regarding our internal controls over financial reporting, see the risk factor above “We have identified material weaknesses in our internal control over financial reporting for the year ended December 31, 2024 and if we fail to establish and maintain effective internal controls over financial reporting we may be unable to timely and accurately report our results of operations, meet our reporting obligations and/or prevent fraud. In addition, our accounting and other management systems and resources may not be immediately prepared to meet the reporting requirements applicable to U.S. public reporting companies, which may strain our resources.”

We may need to raise additional capital in the future by issuing securities or may enter into corporate transactions with an effect similar to a merger, which may dilute your interest in our share capital and affect the trading price of our Class A common shares.

We may need to raise additional funds to grow our business and implement our growth strategy through public or private issuances of common shares or securities convertible into, or exchangeable for, our common shares, which may dilute your interest in our share capital or result in a decrease in the market price of our common shares. In addition, we may also enter into mergers or other similar transactions in the future, which may dilute your interest in our share capital or result in a decrease in the market price of our Class A common shares.

We may however require additional capital to respond to business opportunities, refinancing needs, challenges, acquisitions, as well as to comply with regulatory capital adequacy requirements or unforeseen circumstances.

Any fundraising through the issuance of shares or securities convertible into or exchangeable for shares, including potential fundraising from J&F International or other entities controlled by our ultimate controlling shareholders, or the participation in corporate transactions with an effect similar to a merger, may dilute your interest in our capital stock or result in a decrease in the market price of our Class A common shares.

An occurrence of a natural disaster, widespread health epidemic or pandemic or other outbreaks could have a material adverse effect on our business, financial condition and results of operations.

Our business could be materially and adversely affected by natural disasters, such as fires or floods, the outbreak of a widespread health epidemic or pandemic, or other events, such as wars, acts of terrorism, environmental accidents, power shortages or communication interruptions. The occurrence of a disaster or similar event could materially disrupt our business and operations. These events could also cause us to close our operating facilities temporarily, which would severely disrupt our operations and have a material adverse effect on our business, financial condition and results of operations. In addition, our revenues could be materially reduced to the extent that a natural disaster, health epidemic or other major event harms the economy of Brazil. Our operations could also be severely disrupted if our consumers, suppliers, vendors and other business partners were affected by natural disasters, health epidemics or other major events.

The outbreak of a widespread health epidemic or pandemic, such as COVID-19, would likely adversely affect the operations of our consumers, suppliers, vendors and other business partners, and may adversely impact our results of operations in the future. For example, commerce in Brazil may be adversely affected by measures that are intended to contain and limit the outbreak`s spread. Such measures could, in turn, adversely affect our business, financial condition and results of operations.

We may be subject to liability with respect to environmental crimes (defined by the Brazilian Federal Constitution and Federal Law No. 9,605/98). In such cases, liability may apply both to legal entities and to our directors, potentially resulting not only in not only large fines, but also reputational damage.

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We operate across a range of highly competitive and rapidly evolving industries, and any inability to compete successfully would materially and adversely affect our business, results of operations, financial condition, and future prospects.

• Consumer Banking:

• paper-based transactions (principally cash);

• banks and financial institutions in Brazil that provide traditional payment methods, particularly credit and prepaid cards and electronic bank transfers;

• international and regional payment processing companies, such as PayPal, MercadoPago from MercadoLibre and PagBank from PagSeguro;

• other technology companies, including digital and mobile apps, that provide P2P and P2M electronic payment services in Brazil, and companies that offer the Pix instant payment system developed by the Brazilian Central Bank;

• traditional banks and other financial institutions in Brazil that accept retail deposits, provide credit and prepaid cards, loans and other financial products and services;

• other technology companies, including digital and mobile apps, that provide financial services in Brazil, such as Nu, Mercado Pago, Inter & Co and PagBank from PagSeguro; and

• investment platforms and digital players that offer investment products, such as NuInvest, XP and Inter Invest.

• Small & Medium-Sized Businesses:

• merchant acquirers in Brazil, such as GetNet, Stone, PagBank, Rede, Mercado Pago and Cielo;

• traditional banks, digital banks and other financial institutions in Brazil that provide credit and other financial solutions for small and medium-sized businesses; and

• other companies that offer corporate benefits, such as Flash, Caju, Alelo, VR, Ticket and Sodexo.

• Audiences and Ecosystem Integration:

• providers of digital and physical goods who offer their products through their own digital stores;

• other technology companies, including digital and mobile apps, that offer third party digital goods to consumers in Brazil, such as Meliuz, Nu and PagBank;

• travel companies such as Decolar, BeFly, Booking.com, and Hurb; and

• companies that offer raffles such as Sorte Online and Mega Loterias.

We expect competition to intensify in the future, both as emerging technologies continue to enter the marketplace and as large traditional banks increasingly seek to innovate the services that they offer to compete with our platform. Technological advances and the continued growth of e-commerce activities have increased consumers’ accessibility to products and services and led to the expansion of competition in digital payment options such as BNPL solutions. We face competition in areas such as: flexibility on payment options; duration, simplicity and transparency of payment terms; reliability and speed in processing payments; compliance and security; promotional offerings; fees; approval rates; ease-of-use; marketing expertise; service levels; products and services; technological capabilities and integration; consumer service; brand and reputation; and consumer and merchant satisfaction.

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Some of our competitors are substantially larger than we are, which gives those competitors advantages we do not have, such as more diversified products, a broader consumer and merchant base, the ability to reach more consumers, an increased ability to cross-sell their products, operational efficiencies, the ability to cross-subsidize their offerings through their other business lines, more versatile technology platforms, broad-based local distribution capabilities and lower-cost funding. Our potential competitors may also have longer operating histories, more extensive and broader consumer and merchant relationships, and greater brand recognition and brand loyalty than we have. For example, more established companies that possess large, existing consumer and merchant bases, substantial financial resources and established distribution channels could enter the market.

Increased competition could result in the need for us to alter the pricing and services we offer to businesses or consumers. If we are unable to successfully compete, the demand for our platform and products could stagnate or substantially decline, and we could fail to retain or grow the number of consumers or businesses using our platform, which would reduce the attractiveness of our platform to other consumers and businesses, and which would materially and adversely affect our business, results of operations, financial condition and future prospects.

In addition, certain of our competitors in certain product areas and markets may not be subject to the same regulatory requirements that we are. For example, we are required to comply with a set of regulations that is not applicable to non-regulated payment institutions, including capital ratios, among others. We are currently subject to minimum capital ratios of 7% for the common equity capital ratio, 8.5% for the Tier I capital ratio and 10.5% for the total capital ratio (all including the conservation capital buffer requirement of 2.5%), in line with the capital ratios applicable to most financial institutions operating in Brazil. As a result, our competitors who are not subject to similar regulatory requirements may be able to offer products and services at lower costs, which could put pressure on the pricing and terms that we offer and, as a result, our profit margins.

If we fail to promote, protect, and maintain our brand in a cost-effective manner, we may lose market share and our revenue may decrease.

We believe that developing, protecting and maintaining awareness of our “PicPay” brand (trademark) in a cost-effective manner is critical to attracting new and maintaining quarterly active clients to our platform. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and the experience of our consumers. Our efforts to build our brand have involved significant expenses, and we expect to increase our marketing spend in the near term. These brand promotion activities may not result in increased revenue and, even if they do, any increases may not offset the expenses incurred. Additionally, the successful protection and maintenance of our brand will depend on our ability to obtain, maintain, protect and enforce trademarks and other forms of intellectual property protection for our brand. If we fail to successfully promote, protect and maintain our brand or if we incur substantial expenses in an unsuccessful attempt to promote, protect and maintain our brand, we may lose our existing consumers to our competitors or be unable to attract new consumers. Any such loss of existing consumers, or inability to attract new consumers, would have an adverse effect on our business and results of operations.

Risks Relating to Legal and Regulatory Matters

Our business is subject to extensive government regulation and oversight in Brazil, and our status under these regulations may change. Any failure to comply with current or future regulations could result in significant costs, expose us to substantial liability, or require adjustments to our business practices. Any of these outcomes may materially and adversely affect our business and results of operations.

As a payment institution (instituição de pagamento) and as a multi-service bank (banco múltiplo) in Brazil, our business is subject to Brazilian laws and regulations relating to electronic payments in Brazil, comprised respectively of Brazilian Federal Law Nos. 12,865, of October 9, 2013 and 4,595 of December 31, 1964, as well as to related rules and regulations, including capital and liquidity requirements.

For instance, the Brazilian Central Bank recently introduced a new framework establishing prudential requirements for payment institutions, increasing the capital and prudential obligations to which we are subject. This framework includes Brazilian Central Bank Resolutions No. 198, 199, 200, 201 and 202, all dated March 11, 2022, as well as Resolution No. 436, dated November 28, 2024. These new prudential requirements came fully into effect on January 1, 2025 pursuant to Brazilian Central Bank Resolution No. 436, which revoked Brazilian Central Bank Resolution No. 197. Regulations applicable to type 3 conglomerates (the regulatory classification under which the PicPay-led conglomerate falls) impose stringent capital requirements on our activities. These requirements directly affect our business, financial condition, and results of operations.

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The nature of our services also renders us as gatekeepers for the purposes of Brazilian Federal Law No. 9,613/1998 (Brazilian Anti-Money Laundering Law), which imposes higher regulatory standards to prevent, monitor, and combat money laundering through, for example, detailed registration of transactions, specific internal policies, and communication of suspicious operations. Even though we adopt internal policies to address the Brazilian Central Bank’s guidelines to combat money laundering, our position as gatekeepers imposes additional risk, and any failures in our internal controls may result in fines or administrative sanctions, as well as potential criminal or administrative investigations and liabilities.

Failure to comply with the requirements of the Brazilian legal and regulatory framework, including, without limitation, any failure to comply with the Brazilian Central Bank capital requirements, may prevent us from carrying out our regulated activities, and may: (1) require us to pay substantial fines (including per transaction fines) and disgorge our profits; (2) require us to change our business practices; or (3) subject us to insolvency proceedings such as an intervention by the Brazilian Central Bank, as well as the out-of-court liquidation of PicPay and PicPay Bank, and any of our subsidiaries that may be granted licenses in the future. Any disciplinary or punitive action by our regulators or failure to obtain required operating licenses could seriously harm our business and results of operations. In this regard, the Brazilian Central Bank has recently revised the regulatory framing of our prudential conglomerate, adding new capital requirements.

During the year ended December 31, 2024, we became subject to higher capital requirements with a minimum total capital ratio of 10.5%, a minimum Tier I capital ratio of 8.5% and a minimum common equity capital ratio of 7% of risk-weighted assets (RWA), all including the required capital conservation buffer of 2.5%.

The new capital requirement framework resulted in our failure to comply with the necessary capital requirements. As a response, we presented the following plan to BACEN with the purpose of satisfying the requirements again. The plan was formulated with input from external financial advisors and has been formally approval by our board of directors as follows:

• we effected a capital increase of R$230.0 million, with a capital injection of R$100.0 million on June 28, 2024, and an additional R$130.0 million on September 19, 2024. For more information, see note 20 — Equity of our consolidated financial statements included elsewhere in this prospectus.

• additionally, in 2025, PicPay received a total capital injection of R$803.5 million, divided into six installments: the first on February 26, 2025, in the amount of R$321.7 million; the second on March 25, 2025, in the amount of R$50.0 million; the third on April 28, 2025, in the amount of R$125.5 million; the fourth on May 27, 2025, in the amount of R$50.0 million; the fifth on July 21, 2025, in the amount of R$108.4 million, and the sixth on September 23, 2025, in the amount of R$149.4 million.

• we established contingency arrangements pursuant to which our controlling shareholders are prepared to provide additional capital contributions if required to ensure our ongoing compliance with BACEN’s regulatory capital requirements. Until we reach the maturity of our user base and have a complete portfolio of products and services, we will continue to require equity contributions from our shareholders. The need for these contributions is projected through periodic monitoring of our cash flow and must be approved by our board of directors and by BACEN.

Our current stage, our asset growth has been monitored by our senior management, and we have the support of our controlling shareholders for capital adequacy, if necessary, given the level of leverage established in these more conservative BACEN level standards. Additionally, our plan has been accepted by BACEN.

On September 30, 2025, our capital ratio was 11.68% (compared to 9.69% on December 31, 2024), which was 3.68% above the minimum regulatory requirement of 8% (1.69% above the minimum regulatory requirement on December 31, 2024) and achieved 100% of the additional principal conservation capital requirement of 2.5% (67.6% on December 31, 2024).

At the beginning of 2025, the new rules issued by the Brazilian Central Bank came into effect, primarily incorporating the measurement requirements for financial assets under IFRS 9, albeit with more stringent standards with respect to the calculation of expected losses compared to those of IFRS. As a result of these more stringent standards, credit provisions are higher under BACEN standards than under IFRS. This change in BACEN’s standards had a significant impact on provisioning, which in turn also increased the capital requirements of the conglomerate.

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With the purpose of restoring fulfillment of 100% of the capital conservation buffer, on February 26, 2025, J&F International invested R$319.9 million in PicPay Netherlands without the issuance of new shares. On that same date, PicPay Netherlands invested the same amount in PicS Ltd. without the issuance of new shares, and on February 27, 2025, PicS Ltd. invested R$321.5 million in PicS Holding through the issuance and subscription of 321,489,832 quotas, all nominative and with par value of R$1.00 each. On that same date, PicS Holding invested R$321.8 million in PicPay Bank through the issuance and subscription of 88,121,683 shares, all nominative and without par value.

On that same date, PicS Ltd. invested the same amount in PicS Holding through the issuance and subscription of 50,000,000 quotas, all nominative and with par value of R$1.00 each. On March 27, 2025, PicS Holding invested the same amount in PicPay Bank through the issuance and subscription of 31,643,364 shares, all nominative and without par value. After the aforementioned capital contributions, our total capital ratio exceeded the minimum requirement of 10.5%.

In addition, on each of April 28, May 27, July 21 and September 23, 2025, J&F International invested R$126 million, R$50 million, R$108.5 million and R$149.4 million, respectively, in PicPay Netherlands. These amounts were invested by PicPay Netherlands in PicS Ltd., in each case, without the issuance of new shares. PicS Ltd. invested approximately these amounts in PicS Holding through the issuance of quotas, and PicS Holding invested approximately these amounts in PicPay Bank. Each of these respective investments were made contemporaneously with the applicable investment in PicPay Netherlands. We intend to use the proceeds we receive from this offering for general corporate purposes, including to meet regulatory capital requirements. For more information, see “Use of Proceeds.”

Furthermore, we are exposed to the risk that the capital requirements applicable to us may increase overtime. Failure to comply with, and continuously maintain, conservative capital levels could require us to modify our business practices or to raise additional capital, which may not be available on acceptable terms, or available at all. Non-compliance could also subject us to fines, sanctions, or even the suspension or revocation of licenses or authorizations to operate, any of which could materially and adversely affect our business and operational results.

For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Sources and Uses of Funding” and “Regulatory Overview — Other Rules — Prudential Framework and Limits of Exposure.”

Moreover, the Brazilian government materially changed the rules governing loans secured by the FGTS (mandatory savings fund that Brazilian employers must deposit money into every month on behalf of their employee) “annual birthday withdrawal” (saque aniversário), which is a program that allows workers to withdraw part of their FGTS funds every year on their annual birthday. These new rules will reduce our ability to originate new FGTS loans, which may adversely impact our loan business.

These new rules include a cap on the number of annual withdrawals that can be pledged as collateral of up to five annual withdrawals until October 2026 and three annual withdrawals from November 2026 onwards; a per-installment amount range of R$100 to R$500 (with a maximum total advance of R$2,500 in the first year); a restriction to a single advance transaction annually (where multiple simultaneous operations were previously permitted); and a mandatory 90-day waiting period after a worker opts into the birthday withdrawal before an advance can be requested (where immediate advances were previously allowed). These changes are expected to reduce eligible collateral, lower average ticket sizes, limit repeat borrowing, and increase customer friction, which may adversely affect our origination volumes, revenue growth and overall loan economics, which could have an adverse effect on our business, financial condition and results of operations.

On October 3, 2023, Law No. 14,690 was published, establishing that credit card issuers must submit for approval of the CMN regulations that limit the interest and financial fees charged over the outstanding balance of credit cards invoices, in the categories of revolving credit (crédito rotativo) and installment credit (parcelamento de fatura de cartão de crédito). If these limits are not approved within a maximum period of 90 days as of the date of publication of the law, the total amount charged as interest and financial fees will be limited to the original amount of the debt.

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One of the demands required by certain issuing institutions is the establishment of further regulations limiting the offering of purchases in installments without interest charging by Brazilian merchants, the so called PSJ (parcelado sem juros), which is widely adopted in Brazil. A proposal from relevant stakeholders and professional associations in the credit industry for such regulations is expressly linking more stringent limitations to interest rates charged on revolving credit transactions and to the number of interest-free installments issuers allow cardholders to pay for goods and services. Moreover, in connection with these discussions, there have been market discussions to regulate the PSJ matter by establishing a cap to the interchange fees charged in credit transactions, as well as a limit of 12 installments for these transactions, in order to discourage unbridled buying on credit. If any of these proposals are adopted in the regulations, or self-regulations, as the case may be, to be issued by the Brazilian authorities, our revenue associated with fees charged in certain installment transactions may be reduced, which could adversely affect our business, financial condition, and results of operations.

Furthermore, as part of the ongoing discussions in Brazil related to non-financial companies providing financial services, current regulations may evolve and create additional rules and obligations to payment institutions, payment scheme settlors and to the market in general.

In addition, upon closing of the acquisition of Kovr Seguradora, our operations, activities and ownership associated with such company shall be subject to oversight by SUSEP, as well as the applicable SUSEP regulations. Insurance companies are subject to comprehensive regulations by CNSP and SUSEP, covering not only risk underwriting, but also solvency and capitalization requirements, service levels, product registrations, business practices, origin of capital restrictions, restrictions on related-party transactions, among others, with associated rules, procedures, fines and other penalties. The oversight of SUSEP and the associated regulations may restrict the activities of certain associated companies, as well as subject us to additional regulatory risk of fines and other penalties. On December 11, 2025, Law No. 15,040 entered into force, significantly changing the legal framework for the operation of companies in the insurance industry, especially insurance companies. This law has strong client-protection provisions and brings challenges to insurers and reinsurers operating in Brazil. Practices and precedents may be reset given the new framework, which may adversely affect Kovr Seguradora.

For further information regarding these regulatory matters, see “Regulatory Overview.”

Funding of digital wallets via credit card is a relevant business for us, and this product is being challenged by incumbent institutions, and Brazilian authorities are conducting an inquiry of certain players, including us. If funding of digital wallets via credit card transactions is deemed incompatible with the applicable legal and regulatory framework in Brazil, we could be required to change our products to comply with new understandings of the Brazilian authorities, which could adversely affect the results of our operations.

Our customers can fund their digital wallets choosing a wide range of options, such as electronic funds transfers from accounts held with other financial or payment institutions (wire transfers or Pix), boleto (bank slip), P2P payments, loan financing, or via credit card (thirty party or our own) transactions. Moreover, we enable customers to make Pix transactions to other users with their credit cards, in our Pix Credit product. When a customer chooses to fund their digital wallet or make Pix transactions with their credit cards, we charge the applicable fees.

Even though we believe this is a common product in the Brazilian payment industry, accepted by payment schemes networks and reviewed by the General Attorney Office of the Brazilian Central Bank, incumbent banks have been challenging this product. In this regard, Febraban recently filed a notice with the Brazilian National Consumer Office (Secretaria Nacional do Consumidor, or the “SENACON”) and a complaint with the Public Prosecutor’s Office of the State of São Paulo (Ministério Público do Estado de São Paulo), alleging that we would be granting loans to customers and that the fees charged in connection with installment transactions would be “compensating interest” (juros remuneratórios). Our business was specifically challenged in such notice.

After Febraban’s notice, SENACON issued, on January 12, 2024, a provisional measure (an injunction) against us and other industry players, and we promptly presented our response, clarifying that our business model is aligned with the best market practices, complies with the applicable legal and regulatory framework in Brazil. Following such a response, on January 19, 2024, SENACON suspended the provisional measure required by Febraban, which has appealed against such suspension and requested the Brazilian Central Bank’s further analysis on the matter. Moreover, ABRANET — Brazilian Internet Association (Associação Brasileira de Internet) filed a complaint with the Federal Attorney-General’s Office (Procuradoria Geral da República) seeking an investigation against Febraban and incumbent banks on alleged anti-competitive practices against fintechs and other players. Currently, the matter is still under the

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investigation of Brazilian authorities. In June 2024, Febraban submitted to SENACON, the Brazilian Central Bank and the Public Prosecutor’s Office of the State of the São Paulo a request for withdrawal regarding the representations previously filed. In October 2024, following investigations within the scope of Abranet’s representation, the Federal Attorney-General’s Office sent to the CADE’s Superintendent-General a representation for investigation of a possible antitrust violation in the Brazilian Payments Systems Market (SPB). In January 2025, CADE informed that it had initiated an Administrative Procedure to investigate anticompetitive practices by incumbent banks. The procedure is ongoing with no scheduled completion date.

If Brazilian authorities deem that funding of digital wallets via credit card transactions is incompatible with the applicable legal and regulatory framework in Brazil, we could be required to change some of our products to comply with new understandings of the Brazilian authorities, which could adversely affect our above mentioned products and results of our operations.

We are subject to costs and risks associated with increased or changing laws and regulations affecting our business, including those relating to the sale of consumer products. Specifically, developments in data protection and privacy laws could harm our business, financial condition or results or operations.

We operate in a complex regulatory and legal environment that exposes us to compliance and litigation risks that could materially affect our results of operations. These laws may change, sometimes significantly, as a result of political, economic or social events. Some of the federal, state or local laws and regulations in Brazil that affect us include: those relating to consumer products, product liability or consumer protection; those relating to the manner in which we advertise, market or sell products; labor and employment laws, including wage and hour laws; tax laws or interpretations thereof; bank secrecy laws, data protection and privacy laws and regulations; and securities and exchange laws and regulations. For instance, data protection and privacy laws are developing to take into account the changes in cultural and consumer attitudes towards the protection of personal data. There can be no guarantee that we will have sufficient financial resources to comply with any new regulations or successfully compete in the context of a shifting regulatory environment.

In September 2020, Brazilian Federal Law No. 13.709/2018, called the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados), or the “LGPD,” came into effect establishing general principles, obligations and detailed rules for the collection, use, processing and storage of personal data that affects all economic sectors, including the relationship between consumers and suppliers of goods and services, employees and employers and other relationships in which personal data is collected, whether in a digital or physical environment. All legal entities are required to adapt their data processing activities to these new rules. The application of penalties provided in the LGPD became effective on August 1, 2021, and such penalties depend on the severity of the offense, according to certain criteria established by the Brazilian National Data Protection Authority (Autoridade Nacional de Proteção de Dados), or the “ANPD” under ANPD’s Resolution No. 4 of February 24, 2023. Any additional privacy laws or regulations enacted or approved in Brazil could seriously harm our business, financial condition, or results of operations. Accordingly, our personal data processing activities and digital advertising practices may change significantly, which could result in additional costs for us due to the requirements to conform our practices to the provisions set forth in the LGPD.

In particular, as we seek to build a trusted and secure platform for commerce, and as we expand our network of sellers and buyers and facilitate their transactions and interactions with one another, we will increasingly be subject to laws and regulations relating to the collection, use, retention, security, and transfer of information, including the personally identifiable information of our employees and our merchants and their consumers. As with the other laws and regulations noted above, these laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business. Any failure, real or perceived, by us to comply with our posted privacy policies or with any regulatory requirements or orders or other local, state, federal, or international privacy or consumer protection-related laws and regulations could cause sellers or their consumers to reduce their use of our products and services and could materially and adversely affect our business.

Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws may adversely affect our results of operations.

Changes in tax laws, regulations, related interpretations and tax accounting standards in Brazil, the Netherlands or the United States may result in a higher tax rate on our earnings, which may significantly reduce our profits and cash flows from operations.

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The Brazilian government may propose changes to the tax regime applicable to different sectors of the economy, including changes that represent an increase in our tax burden and the tax burden of our consumers and suppliers, which can negatively impact our business. These changes include changes in tax rates, tax base, tax deductibility and, occasionally, the creation of taxes (temporary or non-temporary). If these changes directly or indirectly increase our tax burden, we may have our gross margin reduced, adversely affecting our business and results of operations.

On December 20, 2023, the Brazilian Congress enacted Constitutional Amendment No. 132, or “EC 132,” which provided a broad reform of the Brazilian tax system, with the extinction of a variety of taxes currently applicable to goods and services, including social contributions, federal tax on industrialized products, the Municipal tax on services and the tax on the circulation of goods and services (the “indirect taxes”), for the creation of three new taxes on operations with goods and services: a Goods and Services Tax, or the IBS, a Federal Contribution on Goods and Services, or CBS, and an Excise Tax, or IS.

EC 132 will not be immediately effective, since there is a seven-year transition period, from 2026 to 2032, for the full implementation of the tax reform. The current indirect taxes (ICMS, IPI, ISS and PIS/Cofins) will coexist and will be gradually replaced by IBS, CBS and IS until completion of the tax reform by 2033.

In the beginning of 2025, the President of Brazil sanctioned Supplementary Law No. 214/2025, which regulates the consumption tax reform and creates the IBS and CBS, establishing a transition period prior to their effectiveness.

As a result of certain presidential vetoes, the enacted text of Supplementary Law No. 214/25 stated that investment funds were “taxpayers” for IBS and the CBS purposes. However, in June 2025, the Brazilian Congress revoked such vetoes to ensure that investments funds will not be subject to this taxation.

In December 2024, we raised funds through a securitization of receivables from our FGTS loan portfolio through a FIDC FGTS offering. Considering that the FIDC FGTS is an investment fund and it is not regarded as a “taxpayer” neither for corporate tax nor for CBS and IBS purposes, the taxation is only applied to the holders over the yields when the quotas are amortised or redeemed by them and such yields are not subject to the semiannual withholding tax (commonly known as come cotas). All of the subordinated quotas of the FIDC FGTS are held by PicPay Bank and the holders of subordinated quotas are subject to taxation on a cash basis. Moreover, the referred FIDC FGTS was incorporated with the specific purpose to raise funding to support the structure of our business. Also, the tax rates that are applicable to the FIDC FGTS are equivalent to all other FIDCs with collateral in credit rights. As of September 30, 2025, our obligations to FIDC quota holders totaled R$789.0 million.

The Brazilian Congress has enacted Law No. 15,270, which imposed a 10% withholding income tax on dividends paid, credited, distributed, allocated or remitted abroad by Brazilian companies, subject to limited grandfathering rules for profits ascertained before December 31, 2025 and specific exemptions, including for certain sovereign investors and qualifying foreign pension entities. The law also established a mechanism under which the Executive Branch may grant a tax credit where the sum of the paying company’s effective corporate tax rate (calculated as the ratio between current income tax expense and accounting profits) and the 10% withholding exceeds the applicable nominal benchmark rate. While these measures may increase the effective tax cost of cross-border dividend payments and introduce new administrative requirements for non-resident recipients, including a deadline to claim any such credit. In addition, key elements of implementation, such as how non-residents would recover credits (by refund or by offset) and how effective rates are to be computed in complex structures, are subject to further regulation and may create uncertainty, potential timing mismatches and cash flow frictions for foreign investors.

The interaction of the new withholding regime with corporate income taxes, tax treaties, and any credit or refund mechanisms could result in incremental tax leakage or double taxation exposure for non-resident shareholders, particularly if regulatory guidance is delayed or differs from market expectations. Any increase in the tax cost or administrative burden associated with distributions to non-residents could adversely affect the after-tax returns of our investors, reduce our flexibility in capital allocation and funding, and, consequently, adversely affect the trading price of our Class A common shares.

Moreover, an attempt to reform income taxation was submitted through Bill No. 2,337/2021. Although the Brazilian House of Representatives approved this bill on September 2, 2021, it has since stalled in the Brazilian Senate, which will vote on it next. This initiative proposes significant changes to the income tax legislation, such as (i) repealing the exemption from income tax on the distribution of dividends by Brazilian companies (and imposing

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a general 15% income tax rate), (ii) the gradual decrease of the combined Brazilian corporate income tax rates, and (iii) extinguishing the possibility of deducting expenses from the payment of interest on shareholder’s equity (juros sobre o capital próprio — JCP). The income and payroll taxation reform resulting from EC 132 are expected to include similar provisions as those attempted by Bill No. 2,337/2021.

We are still unable to quantify the effects of the changes introduced by EC 132 or any other additional reforms, if approved, as certain proposed amendments to the Constitution provide for the enactment of regulations regarding these new taxes, which regulations have not been presented yet. These changes may result in impacts for us that cannot be assessed yet. Accordingly, any increase in tax rates in Brazil, the creation of new taxes or the recognition of taxes that affect our operations may adversely affect us.

Our results of operations and financial condition may decline if certain tax incentives are not retained or renewed. For example, Brazilian Federal Law No. 11,196 currently grants tax benefits to companies that invest in research and development, provided that some requirements are met, which significantly reduces our annual income tax expense. If the taxes applicable to our business increase or any tax benefits are revoked and we cannot alter our cost structure to pass our tax increases on to clients, our financial condition, results of operations and cash flows could be seriously harmed. Our payment processing activities are also subject to a Municipal Tax on Services (Imposto Sobre Serviços), or “ISS.” Any increases in ISS rates would also harm our profitability.

In addition, Brazilian government authorities at the federal, state and local levels are considering changes in tax laws in order to cover budgetary shortfalls resulting from the recent economic downturn in Brazil. If these proposals are enacted they may harm our profitability by increasing our tax burden, increasing our tax compliance costs, or otherwise affecting our financial condition, results of operations and cash flows. Certain tax rules in Brazil, particularly at the local level, may change without notice. We may not always be aware of all such changes that affect our business and we may therefore fail to pay the applicable taxes or otherwise comply with tax regulations and other obligations related to disclosure of certain information, which may result in additional tax assessments and penalties for our company.

Furthermore, we are subject to tax laws and regulations that may be interpreted differently by tax authorities and us. Significant judgment is required to evaluate applicable tax obligations. In many cases, the ultimate tax determination is uncertain because it is not clear how existing statutes apply to our business. One or more states or municipalities, the federal government or other countries may seek to challenge the taxation or procedures applied to our transactions imposing the charge of taxes or additional reporting, record-keeping or indirect tax collection obligations on businesses like ours. New taxes could also require us to incur substantial costs to capture data and collect and remit taxes. If such obligations were imposed, the additional costs associated with tax collection, remittance and monitoring could have a material adverse effect on our business and financial results.

We are also subject to review of the interpretation of certain laws by the Brazilian Judiciary, which may have adverse tax consequences. For instance, in February 2023, the STF, by unanimous vote, concluded that favorable judicial decisions to taxpayers (res judicata) must be automatically annulled if, after such decisions were issued, the STF reaches a different understanding on the subject matter.

For example, as a result of the decision, if previously a company obtained authorization from any Court of Justice that certain activity is not subject to tax, such permission would automatically be annulled if and when the STF makes a contrary ruling that the activity is in fact subject to tax (no retroactive effects should apply to taxable events prior to the new ruling). Hence, if there is any type of reversal of pro-taxpayer decisions and case law in the Brazilian courts that affects our business, our financial and operating results could be adversely affected.

We are subject to anti-corruption, anti-bribery, anti-terrorism and anti-money laundering laws and regulations, and any failure to comply with these regulations may lead to criminal liability, administrative and civil lawsuits, significant fines and penalties, loss of key banking and other relationships, forfeiture of significant assets, as well as reputational harm.

We operate in a jurisdiction that has a high risk of corruption and we are subject to anti-corruption, anti-bribery, anti-terrorism and anti-money laundering laws and regulations, as provided under the Applicable Anticorruption Laws, including, without limitation, the Brazilian Federal Law No. 12,846/2013 (the Brazilian Clean Companies Act), as regulated by Federal Decree No. 11,129/2022, Law No. 14,230/2021 (the Administrative Misconduct Law), Law 14,133/2021 (the Brazilian Public Procurement Law), Law 9,613/1998 (the Brazilian Anti-Money Laundering Law) and the United States Foreign Corrupt Practices Act of 1977, as amended, or the “FCPA.” Both the Clean Company

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Act and the FCPA impose liability against companies who engage in bribery of government officials, either directly or through intermediaries. We have a compliance program that is designed to manage the risks of doing business in light of these new and existing legal and regulatory requirements. Monitoring compliance with anti-money laundering, anti-terrorism, and anti-corruption law and sanctions rules can impose a significant burden on banks and other financial institutions, and on us, and requires significant technical capabilities. Violations of the anti-corruption, anti-bribery, anti-terrorism and anti-money laundering laws and regulations could result in criminal liability, administrative and civil lawsuits, significant fines and penalties, loss of key banking and other relationships, forfeiture of significant assets, as well as reputational harm.

Applicable Anticorruption Laws provide for the strict liability of companies and their legal successors that engage in corruption. Furthermore, Applicable Anticorruption Laws provide for the joint and several liability of companies belonging to the same business conglomerate. Companies may also be held liable for corruption related offenses committed by third parties, especially if they benefited from the transactions. There is no intent or knowledge requirement for strict liability offences and therefore we could be held liable for wrongful acts even if we were not aware of them.

Liability arising from violations of Applicable Anticorruption Laws may result in severe penalties, both in the administrative and judicial spheres, including large fines, disgorgement of profits and the publication of the conviction in large scale media outlets. In addition, individuals involved in wrongful conduct may be exposed to civil, administrative, and criminal liability. In this regard, we must constantly update and enforce our internal controls to prevent, monitor and combat fraud, corruption, money laundering, and other related irregularities to prevent or mitigate judicial and administrative liability.

Regulators may increase enforcement of these obligations, which may require us to make adjustments to our compliance program, including the procedures we use to verify the identity of our consumers and to monitor our transactions. Regulators regularly reexamine the transaction volume thresholds at which we must obtain and keep applicable records or verify identities of consumers and any change in such thresholds could result in greater costs for compliance. Costs associated with fines or enforcement actions, changes in compliance requirements, or limitations on our ability to grow could harm our business, and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, make it more difficult for new consumers to join our network and reduce the attractiveness of our products and services.

Combating money laundering and fraud is a significant challenge in the online payment services industry because transactions are conducted between parties who are not physically present, which in turn creates opportunities for misrepresentation and abuse. Criminals are using increasingly sophisticated methods to engage in illegal activities such as identity theft, fraud and paper instrument counterfeiting. Online payments companies are especially vulnerable because of the convenience, immediacy and in some cases anonymity of transferring funds from one account to another and subsequently withdrawing them, including through the use of cryptocurrencies. Our payments services may be a target for illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering and terrorist financing. Allegations of fraud may result in fines, settlements, litigation expenses, loss of key banking and other relationships, financial and reputational damage.

Misconduct of our directors, officers, employees, consultants or third-party service providers could harm us by impairing our ability to attract and retain consumers and subjecting us to legal liability and reputational harm.

Our directors, officers, employees, consultants and third-party service providers could engage in misconduct that adversely affects our business. We are subject to a number of obligations and standards arising from our business and the violation of these obligations and standards by any of our directors, officers, employees, consultants or third-party service providers could adversely affect our consumers and us. If our directors, officers, employees, consultants or third-party service providers were to improperly use or disclose confidential information, we could suffer serious harm to our reputation, financial condition or business relationships. Detecting or deterring employee misconduct is not always possible, and the precautions we take to detect and prevent this activity may not be effective in all cases. If one of our employees or consultants were to engage in misconduct or were to be accused of such misconduct, our business and our reputation could be adversely affected.

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In recent years, regulatory authorities across various jurisdictions, including Brazil and the United States, have increasingly focused on enhancing and enforcing anti-bribery laws, such as the Clean Company Act and the FCPA. While we have developed and implemented policies and procedures designed to ensure compliance by us and our personnel with such laws, such policies and procedures may not be effective in all instances. Any determination that we have violated the Brazilian Clean Company Act (which establishes the strict administrative and civil liability of legal entities for the practice of harmful acts committed in their interest or benefit against the government, domestic or foreign), the FCPA, or other applicable anti-corruption laws could subject us to, among other consequences, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business, financial condition, results of operations or the market value of our Class A ordinary shares.

Increases in reserve, compulsory deposit, minimum capital and contributions to deposit insurance requirements may have a material adverse effect on us.

The Brazilian Central Bank has periodically changed the level of regulatory reserves and compulsory deposits that payment institutions and financial institutions in Brazil are required to maintain, and has adjusted compulsory allocation requirements to finance government programs and mandated contributions to the deposit insurance program maintained by the Brazilian Credit Guarantee Fund, or the “FGC,” with these changes continuing to be a potential area of risk as they may increase the reserve and compulsory deposit or allocation and contribution requirements in the future or impose new requirements on us, which as a result could reduce our liquidity and, as a result, may have a material adverse effect on our business, financial condition and results of operations.

Compulsory deposits and allocations generally do not yield the same return as other investments and deposits because a portion of compulsory deposits and allocations must be held in Brazilian government securities or return yielding balances at the Brazilian Central Bank.

The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial position and results of operations.

We may be in the future, party to significant legal, arbitration and administrative investigations, inspections and proceedings arising in the ordinary course of our business or from extraordinary corporate, tax or regulatory events, involving our clients, suppliers, consumers, as well as environmental, competition, government agencies and tax authorities, particularly with respect to civil, tax and labor claims. Our indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Furthermore, there is no guarantee that we will be successful in defending ourselves in pending or future litigation or similar matters under various laws. Should the ultimate judgments or settlements in any pending litigation or future litigation or investigation significantly exceed our indemnity rights, they could have a material adverse effect on our business, financial condition and results of operations and the price of our Class A common shares. Further, even if we adequately address issues raised by an inspection conducted by an agency or successfully defend our case in an administrative proceeding or court action, we may have to set aside significant financial and management resources to settle issues raised by such proceedings or to those lawsuits or claims, which could adversely affect our business. See “Business — Legal Proceedings.”

We may not be able to successfully manage our intellectual property and may be subject to infringement claims.

We rely on a combination of contractual rights, copyrights, trademarks and trade secrets to establish and protect our proprietary technology. Third parties may challenge, invalidate, circumvent, infringe or misappropriate our intellectual property, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. Others, including our competitors, may independently develop similar technology, duplicate our services or design around our intellectual property, and in such cases, we could not assert our intellectual property rights against such parties. Further, our contractual arrangements may not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure of our confidential information. We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights, trade secrets and know-how, which is expensive, could cause a diversion of resources and may not prove successful. Also, because of the rapid pace of technological change in our industry, aspects of our business and our

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services rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all. The loss of intellectual property protection, the inability to obtain third-party intellectual property or delay or refusal by relevant regulatory authorities to approve pending intellectual property registration applications could harm our business and ability to compete.

We may also be subject to costly litigation in the event our services and technology infringe upon or otherwise violate a third party’s proprietary rights. Third parties may have, or may eventually be issued, patents or other assets protected by intellectual property rights that could be infringed by our services or technology. Any of these third parties could make a claim of infringement against us with respect to our services or technology. We may also be subject to claims by third parties for breach of copyright, trademark, license usage or other intellectual property rights. Any claim from third parties may result in a limitation on our ability to use the intellectual property subject to these claims or could prevent us from registering our brands as trademarks. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies like ours. Even if we believe that intellectual property related claims are without merit, defending against such claims is time-consuming and expensive and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement also might require us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards, change our brands, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our services or using certain of our brands. Even if we have an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. If we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be adversely impacted.

Moreover, we believe our brand has contributed significantly to the historical success of our business. Maintaining, protecting and enhancing our brand is critical to expanding our consumer base, our loan portfolio and our third-party partnerships, as well as increasing engagement with our products and services. Our success in this regard will depend largely on our ability to remain — or, in markets into which we expand, become — widely known, gain and maintain our consumers’ trust, be a technology leader and provide reliable, high-quality and secure products and services that continue to meet the needs of our consumers at competitive prices, as well as the effectiveness of our marketing efforts and our ability to differentiate our services and platform capabilities from competitors’ products and services.

We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our products and services and to expand our consumer base. Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable and innovative products and services, which we may not do successfully. Our brand promotion activities may not generate consumer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in promoting our brand. If we fail to successfully promote and maintain our brand or if we incur excessive expenses in this effort, we would lose significant market share and our business would be materially and adversely affected. Further, our success in the introduction and promotion of new products and services, as well as the promotion of existing products and services, may be partly dependent on our visibility on third-party advertising platforms. Changes in the way these platforms operate or changes in their advertising prices or other terms could make the introduction and promotion of our products and services and our brand more expensive or more difficult. If we are unable to market and promote our brand on third-party platforms effectively, our ability to acquire new consumers would be materially harmed, which would adversely affect our business, financial condition and results of operations.

We are subject to regulatory activity and antitrust litigation under competition laws.

We are subject to scrutiny from governmental agencies under competition laws in the countries in which we operate. Some jurisdictions also provide private rights of action for competitors or consumers to assert claims of anticompetitive conduct. Other companies or governmental agencies may allege that our actions violate antitrust or competition laws, or otherwise constitute unfair competition. Contractual agreements with buyers, sellers, or other companies could give rise to regulatory action or antitrust investigations or litigation. Also, our unilateral business practices could give rise to regulatory action or antitrust investigations or litigation. Some regulators may perceive our business to have such significant market power that otherwise uncontroversial business practices could be deemed anticompetitive. Any such claims and investigations, even if they are unfounded, may be expensive to defend, involve negative publicity and substantial diversion of management time and effort, and could result in significant judgments against us.

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Risks Relating to Brazil

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazil’s political and economic conditions, could harm us and the price of our Class A common shares.

The Brazilian government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in policy and regulations. The Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange rate controls, blocking access to bank accounts, currency devaluations, capital controls and import restrictions. We have no control over and cannot predict what measures or policies the Brazilian government may take in the future. We and the market price of our securities may be harmed by changes in Brazilian government policies, as well as general economic factors, including, without limitation:

• growth or downturn of the Brazilian economy;

• interest rates and monetary policies;

• exchange rates and currency fluctuations;

• inflation;

• liquidity of the domestic capital and lending markets;

• import and export controls;

• exchange controls and restrictions on remittances abroad;

• modifications to laws and regulations according to political, social and economic interests;

• fiscal policy and changes in tax laws;

• economic, political and social instability;

• labor and social security regulations;

• energy and water shortages and rationing; and

• other political, diplomatic, social and economic developments in or affecting Brazil.

Uncertainty over whether the Brazilian government will implement changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in Brazil, which may have an adverse effect on us and our Class A common shares. We cannot predict what measures the Brazilian government will take in the face of mounting macroeconomic pressures or otherwise.

The President of Brazil has the power to determine policies and issue governmental decrees related to the conduct of the Brazilian economy and, consequently, affect the operations and financial performance of companies, including ours. It is not possible to predict which policies the President will adopt, nor whether such policies or changes in current policies could have an adverse effect on us or the Brazilian economy.

These and other future developments in the Brazilian economy and governmental policies could have a material adverse effect on us. We have no control over and cannot predict the measures and policies the Brazilian government may adopt in the future.

Political instability in Brazil may harm us and the price of our Class A common shares.

Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities issued by Brazilian companies.

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Brazilian markets experienced heightened volatility in the last decade due to uncertainties related to a number of ongoing investigations of accusations of money laundering and corruption conducted by the Brazilian Federal Police and the Federal Prosecutor’s Office, including the largest investigation, known as Lava Jato. These investigations adversely affected the Brazilian economy and political scenario. Numerous members of the Brazilian government and of the legislative branch, as well as senior officers of large state-owned and private companies have been convicted of corruption, including by offering or accepting bribes or kickbacks on contracts granted by the government to several infrastructure, oil and gas and construction companies.

The ultimate outcome of these investigations is uncertain, but they have so far had an adverse impact on the image and reputation of the implicated companies, and on the general market perception of the Brazilian economy. The development of those unethical conduct cases has and may continue to adversely affect us.

In October 2022, former President Luiz Inácio Lula da Silva won the 2022 presidential elections and took office on January 1, 2023. After the results of the presidential election were announced, certain groups formed by extreme supporters of the defeated candidate organized public protests against the use of electronic ballot boxes and alleged certain electoral conspiracies. Any deterioration of the political environment in Brazil could affect the confidence of investors and the general public.

The president of Brazil has the power to determine policies and issue governmental acts related to the Brazilian economy that affect the operations and financial performance of companies, including us. For example, through the CMN and the Brazilian Central Bank, the Brazilian government introduces measures to control inflation that affect liquidity, financing strategy, loan growth or even our profitability, as well as the solvency of our clients and end consumers. We cannot predict which policies the incumbent president will adopt or if these policies or changes in current policies may have an adverse effect on us or the Brazilian economy.

In the beginning of February 2025, new presidents were elected both for the House of Representatives (Câmara dos Deputados) and the Senate (Senado) in Brazil. The new congressional leadership may influence legislative priorities and the regulatory environment, potentially leading to shifts in policy that could affect our business activities.

The term of office of Mr. Roberto Campos Neto as the president of the Brazilian Central Bank concluded at the end of the 2024 fiscal year. Within the scope of his responsibilities as president of Brazil, President Lula has appointed Gabriel Galípolo as the new president of the Brazilian Central Bank for a four-year term, starting in January 2025. As this position holds significant influence over monetary policy and economic regulation within the country, changes in leadership can result in shifts in policy direction. We cannot predict which policies the new president will adopt or if these policies or changes in current policies may have an adverse effect on us or the Brazilian economy and regulatory landscape.

Uncertainty regarding political developments and the policies the Brazilian government may adopt or alter may have material adverse effects on the macroeconomic environment in Brazil, as well as on the operations and financial performance of businesses operating in Brazil, including ours. Any of the factors above may create political instability that could harm the Brazilian economy and, consequently, adversely affect our business.

Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future could harm our business and the price of our Class A common shares.

In the past, Brazil has experienced extremely high rates of inflation. Inflation and some of the measures taken by the Brazilian government in an attempt to curb inflation have had significant negative effects on the Brazilian economy generally. Inflation policies adopted to curb inflationary pressures and uncertainties regarding possible future government intervention have contributed to economic uncertainty and heightened volatility in the Brazilian economy and capital markets.

Brazil experienced inflation of 7.3%, 23.1%, 17.8%, 5.5%, (3.2)% and 6.5% in the years ended December 31, 2019, 2020, 2021, 2022, 2023 and 2024, respectively, as measured by the General Market Price Index (Índice Geral de Preços — Mercado), or “IGP-M,” compiled by the Getulio Vargas educational foundation (Fundação Getulio Vargas), or “FGV.” Inflation projected for 2025 is 5.62% p.a., while inflation expectations for 2026 and 2027, as measured by the Focus Bulletin of March 14, 2025, are around 4.55% and 4.00%, respectively. Brazil may experience high levels of inflation in the future and inflationary pressures may lead to the Brazilian government’s intervening in the economy

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and introducing policies that could harm our business and the price of our Class A common shares. In the past, the Brazilian government’s interventions included the maintenance of a restrictive monetary policy with high interest rates that restricted credit availability and reduced economic growth, causing volatility in interest rates. For example, the CDI was unstable during the past three years, reaching 12.15%, 11.75%, 13.75% and 9.25% per annum, as of December 31, 2024, 2023, 2022 and 2021, respectively. However, future measures taken by the Brazilian government to control inflation could include higher interest rates. Conversely, more lenient government and Brazilian Central Bank policies and interest rate decreases have triggered and may continue to trigger increases in inflation, and, consequently, growth volatility and the need for sudden and significant interest rate increases, which could negatively affect us and increase our indebtedness.

Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares.

The Brazilian currency has been historically volatile and has been devalued frequently over the past three decades. Throughout this period, the Brazilian government has implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Although long-term depreciation of the real is generally linked to the rate of inflation in Brazil, depreciation of the real occurring over shorter periods of time has resulted in significant variations in the exchange rate between the real, the U.S. dollar and other currencies. For example, in the year ended December 31, 2020, the real depreciated 29% against the U.S. dollar to an exchange rate of R$5.1967 per US$1.00. In the year ended December 31, 2021, the real depreciated 7.0% against the U.S. dollar to an exchange rate of R$5.5805 per US$1.00. In the year ended December 31, 2022, the real appreciated 7.0% against the U.S. dollar to an exchange rate of R$5.2177 per US$1.00. In the year ended December 31, 2023, the real appreciated 7.2% against the U.S. dollar to an exchange rate of R$4.8413 per US$1.00. In the year ended December 31, 2024, the real depreciated 27.9% against the U.S. dollar to an exchange rate of R$6.1923 per US$1.00. Finally, in the nine months ended September 30, 2025, the real appreciated 13.0% against the U.S. dollar to an exchange rate of R$5.3186 per US$1.00. There can be no assurance that the real will not further appreciate or depreciate against the U.S. dollar or other currencies in the future.

Depreciation of the real relative to the U.S. dollar could create inflationary pressures in Brazil and cause the Brazilian government to, among other measures, increase interest rates. Any depreciation of the real may generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of our results of operations. Restrictive macroeconomic policies could reduce the stability of the Brazilian economy and harm our results of operations and profitability. In addition, domestic and international reactions to restrictive economic policies could have a negative impact on the Brazilian economy. These policies and any reactions to them may harm us by curtailing access to foreign financial markets and prompting further government intervention. Depreciation of the real relative to the U.S. dollar may also, as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth.

On the other hand, an appreciation of the real relative to the U.S. dollar and other foreign currencies may deteriorate the Brazilian foreign exchange current accounts. We and certain of our suppliers purchase goods and services from countries outside of Brazil, and thus changes in the value of the U.S. dollar compared to other currencies may affect the costs of goods and services that we purchase. Depending on the circumstances, either devaluation or appreciation of the real relative to the U.S. dollar and other foreign currencies could restrict the growth of the Brazilian economy, as well as our business, results of operations and profitability.

Fluctuations in interest rates may have a material adverse effect on our business.

Our operations include processing consumer transactions made using credit cards, as well as providing for the prepayment of merchants’ receivables when consumers make purchases in installments. If Brazilian interest rates were to increase, consumers may choose to make fewer purchases using credit cards; and fewer consumers may decide to make payments in installments if our overall financing costs require us to increase the cost of our installment payment solutions to our clients. Higher interest rates might also negatively affect demand for loans from our clients as well as result in increases in credit loss rates, as consumers may decide to borrow less or may be unable to afford higher interest on outstanding loans. On the other hand, a decrease in interest rates would cause a reduction in our revenues from investing funds obtained from non-remunerated deposits and other non interest-bearing liabilities. Any of these factors could cause our business activity levels or our margins to decrease, which could materially adversely affect our financial condition and results of operations.

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In addition, increases in interest rates and our costs of funding would also increase our liquidity risk. Our cost of obtaining funds is directly related to prevailing interest rates and to our credit spreads, with increases in these factors increasing our cost of funding. Notably, interest rates in Brazil, as well as in various countries around the world, have risen in response to generally higher inflation rates in the post-COVID-19 pandemic period. Changes to interest rates and our credit spreads occur continuously and may be unpredictable and highly volatile. Disruption and volatility in the global financial markets could have a material adverse effect on our ability to access capital and liquidity on financial terms acceptable to us, or at all. In the event of a sudden or unexpected shortage of funds in the banking system, we cannot be certain that we will be able to maintain levels of funding without incurring higher funding costs, a reduction in the tenor of funding instruments or the liquidation of certain assets, which would materially adversely affect our business.

We are subject to economic and political risk, the business cycles and volatility in the overall level of consumer, business and government spending, which could negatively impact our business, financial condition and results of operations.

The industries in which we operate depend heavily on the overall level of consumer, business and government spending. We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. A sustained deterioration in general economic conditions, including a rise in unemployment rates in Brazil, or increases in interest rates may adversely affect our financial performance by reducing the number or average purchase amount of transactions made using electronic payments and/or compromise the credit quality of our loan portfolio. A reduction in the amount of consumer spending could result in a decrease in our revenue and profits. If our consumers make fewer transactions or spend less money per transaction, we will have fewer transactions to process at lower amounts, resulting in lower revenue.

Relatedly, to mitigate our economic risks (such as interest rates and foreign exchange), we enter into derivative contracts or other hedging instruments, which exposes us to counterparty risk. Any limitation on the trading of these derivative contracts or hedging instruments could materially and adversely affect us. Separately, because we routinely transact with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks and other institutional consumers, defaults by, and even rumors or questions about the solvency of, certain financial institutions and the financial services industry could lead to market-wide liquidity problems that could negatively impact our business, financial condition and results of operations.

In addition, a recessionary economic environment could affect our merchants through a higher rate of bankruptcy filings, resulting in lower revenues and earnings for us.

Infrastructure and workforce deficiency in Brazil may impact economic growth and have a material adverse effect on us.

Our performance depends on the overall health and growth of the Brazilian economy. Brazil’s Gross Domestic Product, or “GDP,” was 3.5%, 2.9% and 2.9% in the years ended December 31, 2024, 2023 and 2022, respectively. Growth is limited by inadequate infrastructure, including potential energy shortages and deficient transportation, logistics and telecommunication sectors, the lack of a qualified labor force, and the lack of private and public investments in these areas, which limit productivity and efficiency. Any of these factors could lead to labor market volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material adverse effect on us.

Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm the Brazilian economy and the price of securities issued by companies operating in Brazil, including the price of our Class A common shares.

The market for securities of companies operating in Brazil, including us, is influenced by economic and market conditions in Brazil and, to varying degrees, market conditions in other Latin American and emerging markets, as well as the United States, Europe and other countries and regions. To the extent the conditions of the global markets or economy deteriorate, the business of companies operating in Brazil may be harmed. The weakness in the global economy has been marked by, among other adverse factors, lower levels of consumer and corporate confidence, decreased business investment and consumer spending, increased unemployment, reduced income and asset values

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in many areas, reduction of Brazil’s growth rate, currency volatility and limited availability of credit and access to capital. Developments or economic conditions in other emerging market countries have at times significantly affected the availability of credit to Brazilian companies and resulted in considerable outflows of funds from Brazil, decreasing the amount of foreign investments in Brazil.

Global markets recently recorded volatility and disruptions after the escalation of geopolitical tensions, including the military conflict between Russia and Ukraine and the conflicts along Israel’s border with the Gaza Strip and elsewhere in the Middle East. These tensions may continue to lead to disruptions in global and regional markets, including a significant volatility in the prices of raw materials, particularly oil and gas. We continue to monitor these and other geopolitical conflicts, including the current instability in Venezuela, and assess their potential impact on our business. The intensity and the duration of the current geopolitical conflicts around the world are difficult to predict, as well as the economic implications of these conflicts on our business and operations and global geopolitical instability. The reaction of investors to developments in these countries may have an adverse effect on the market value of securities of Brazilian issuers. In addition, globalization of capital markets has increased countries’ vulnerability to adverse events, such as economic fluctuations and recessions in other parts of the world. Crises in other countries may diminish investor’s confidence in securities of Brazilian issuers, including our common shares.

Crises and political instability in other emerging market countries, the United States, Europe or other countries could decrease investor demand for securities related to companies operating in Brazil, such as our Class A common shares and may harm our business and the price of our Class A common shares.

We may be affected by trade policies and other measures adopted by the U.S. administration, including the imposition of additional tariffs on Brazilian products and services.

We have no control over and cannot predict the effect of U.S. administration policies. The current U.S. administration has reinforced certain economic policies, including the expansion of tariffs on a range of goods from key trading partners such as China, the European Union and Brazil. In relation to Brazil, for example, the U.S. government recently announced a 50% tariff on certain Brazilian imports, including industrial goods, commodities and agricultural products, which took effect, subject to certain exceptions, on August 6, 2025. Moreover, on July 30, 2025, the U.S. government sanctioned Brazilian Supreme Court justice Alexandre de Moraes pursuant to the Global Magnitsky Human Rights Accountability Act and Executive Order 13818.

The U.S. administration has also mentioned potential trade actions against Brazil and other BRICS countries based on their association with Russia and efforts to reduce dependence on the U.S. dollar in international trade. These measures have contributed to heightened geopolitical tensions, increased market volatility, and growing uncertainty regarding the future of international trade and capital flows. We cannot predict what other measures the U.S. government may take in the future.

Increased tariffs and the potential for further trade restrictions may lead to a slowdown in global trade and economic activity, with disproportionate effects on emerging markets like Brazil. Such developments could result in greater currency volatility, reduced foreign investment flows, higher inflation, and increased interest rates in affected jurisdictions, including Brazil, all of which can negatively impact credit availability, borrowing costs, and the demand for financial products and services. Given our operations in Brazil’s financial sector, these adverse macroeconomic impacts could result in reduced credit origination, higher default rates, lower demand for our financial products and increased funding costs. Additionally, any regulatory shifts impacting cross-border capital flows could restrict our access to international funding sources or affect the value of assets and liabilities denominated in foreign currencies. As a result, ongoing or future policies implemented by the current U.S. administration may have an adverse effect on our business, financial condition and results of operations.

Any downgrading of Brazil’s credit rating could reduce the trading price of our Class A common shares.

We may be harmed by investors’ perceptions of risks related to Brazil’s sovereign debt credit rating. Rating agencies regularly evaluate Brazil and its sovereign ratings, which are based on a number of factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors.

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Following a prolonged period of stability, the rating agencies began to review Brazil’s sovereign credit rating in August 2015. Subsequently, the three major rating agencies downgraded Brazil’s investment-grade status:

• Fitch downgraded Brazil’s sovereign credit rating to BB-positive with a negative outlook in December 2015, citing the rapid expansion of the country’s budget deficit and the worse-than-expected recession. It subsequently downgraded the rating to BB in May 2016.

• In January 2018, Standard & Poor’s downgraded Brazil’s sovereign debt credit rating from BB to BB-minus with a stable outlook in light of doubts regarding the presidential election and social security reform efforts. In February 2019, Standard & Poor’s reaffirmed Brazil’s sovereign credit rating at BB-minus with a stable outlook. In December 2019, Standard & Poor’s affirmed Brazil’s sovereign credit rating at BB minus with a positive outlook. In December 2023, Standard & Poor’s upgraded Brazil’s sovereign debt credit rating to BB, outlook stable.

• In October 2024, Moody’s upgraded Brazil’s sovereign debt credit rating from Ba2 to Ba1 with a positive outlook. In May 2025, Moody’s reaffirmed the Ba1 rating but revised the outlook to stable.

• In July 2023, Fitch upgraded Brazil’s sovereign credit rating to BB with a stable outlook and in June 2025, it reconfirmed the stable outlook.

As of the date of this prospectus, Brazil’s sovereign credit ratings were BB- with a stable outlook, Ba2 with a stable outlook and BB with a stable outlook by Standard & Poor’s, Moody’s and Fitch, respectively, which is below investment grade.

Brazil’s sovereign credit rating is currently rated below investment grade by the three main credit rating agencies. Consequently, the prices of securities issued by companies with significant Brazilian operations have been negatively affected. An economic downturn in Brazil, as well as continued political uncertainty, among other factors, could lead to further ratings downgrades. Any further downgrade of Brazil’s sovereign credit ratings could heighten investors’ perception of risk and, as a result, cause the trading price of our Class A common shares to decline.

We may face restrictions and penalties under the Brazilian Consumer Protection Code in the future, and rules seeking to reduce consumer over-indebtedness may drive consumers and potential consumers away from our products.

Brazil has a series of strict consumer protection statutes, collectively known as the Consumer Protection Code (Código de Defesa do Consumidor), that are intended to safeguard consumer interests and that apply to all companies in Brazil that supply products or services to Brazilian consumers. These consumer protection provisions include protection against misleading and deceptive advertising, protection against coercive or unfair business practices and protection in the formation and interpretation of contracts, usually in the form of civil liabilities and administrative penalties for violations. These penalties are often levied by the Brazilian Consumer Protection Agencies (Fundação de Proteção e Defesa do Consumidor), or “PROCONs,” which oversee consumer issues on a district-by-district basis. Companies that operate across Brazil may face penalties from multiple PROCONs, as well as the National Secretariat for Consumers (Secretaria Nacional do Consumidor), or “SENACON.” Companies may settle claims made by consumers via PROCONs by paying compensation for violations directly to consumers and through a mechanism that allows them to adjust their conduct, called a conduct adjustment agreement (Termo de Ajustamento de Conduta), or “TAC.” Brazilian Public Prosecutor Offices may also commence investigations related to consumer rights violations and this TAC mechanism is also available for them. Companies that violate TACs face potential automatic fines. Brazilian Public Prosecutor Offices may also file public civil actions against companies in violation of consumer rights, seeking strict observance of the consumer protection law provisions and compensation for the damages consumers may have suffered. To the extent consumers file proceedings relating to consumer rights against us in the future, we may face reduced revenue due to refunds and fines for non-compliance that could negatively impact our results of operations.

Moreover, on July 2, 2021, Brazilian Law No. 14,181, or the “Over Indebtedness Law,” created a chapter in the Consumer Protection Code dedicated to responsible credit and financial education, with new provisions that require specific information to be provided to the consumer when granting credit or in installment sales, such as the effective monthly interest rate, interest on arrears and late payment charges. Moreover, Decree No. 11,150 was enacted on July 26, 2022, determining a “base minimum” (“mínimo existencial”) for the prevention, treatment and conciliation of situations of over-indebtedness in consumer debt, at the rate of 25% of the minimum wage. On June 20, 2023,

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Decree No. 11,567 was enacted, changing the previous rate to the fixed amount of R$600.00. This new set of rules may contribute to driving consumers and potential consumers away from our products and to file complaints against us with grounds in over indebtedness situations, which could adversely impact our business, financial condition and results of operations.

Risks Relating to Being a Foreign Private Issuer, an Emerging Growth Company and a Controlled Company

As a foreign private issuer and an “emerging growth company” (as defined in the JOBS Act), we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.

As a foreign private issuer and emerging growth company, we may be subject to different disclosure and other requirements than domestic U.S. registrants and non-emerging growth companies. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Dutch legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.

We will follow Dutch laws and regulations that are applicable to Dutch public liability companies of which shares are admitted to listing on a stock exchange outside of the European Union. However, Dutch laws and regulations applicable to such Dutch public limited liability companies do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or 8-K or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time, as referred to above.

Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to file reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Dutch law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for emerging growth companies. Under this act, as an emerging growth company, we will not be subject to the same disclosure and financial reporting requirements as non-emerging growth companies. For example, as an emerging growth company, we are permitted to, and intend to take advantage of, certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Also, we will not have to comply with future audit rules promulgated by the U.S. Public Company Accounting Oversight Board (unless the SEC determines otherwise) and our auditors will not need to attest to our internal controls under Section 404(b) of the Sarbanes-Oxley Act. We may follow these reporting exemptions until we are no longer an emerging growth company. As a result, our shareholders may not have access to certain information that they deem important. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual revenues of at least US$1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common shares that is held by non-affiliates exceeds US$700 million as of the prior June 30 and that we have been subject to the reporting requirements of the SEC for at least twelve months and have filed at least one annual report with the SEC, and (2) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. Accordingly, the information about us available to you will not be the same as, and may be more limited than, the information available to shareholders of a non-emerging growth company. We could be an “emerging growth company” for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common

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shares held by non-affiliates exceeds US$700 million as of any June 30 (the end of our second quarter) before that time, in which case we would no longer be an “emerging growth company” as of the following December 31 (our fiscal year end). We cannot predict if investors will find our Class A common shares less attractive because we may rely on these exemptions. If some investors find our Class A common shares less attractive as a result, there may be a less active trading market for our Class A common shares and the price of our Class A common shares may be more volatile.

Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with IFRS Accounting Standards. We will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as our financial statements are prepared in accordance with IFRS Accounting Standards as issued by the IASB. We are not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities.

We cannot predict if investors will find our Class A common shares less attractive because we will rely on these exemptions. If some investors find our Class A common shares less attractive as a result, there may be a less active trading market for our Class A common shares and our share price may be more volatile.

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq corporate governance standards. As a result, you may not have the same protections afforded to shareholders of U.S. domestic companies.

As a foreign private issuer, we are permitted to, and we will, follow certain home country corporate governance practices instead of those otherwise required under Nasdaq’s rules for domestic U.S. issuers, provided that we disclose any significant ways in which our corporate governance practices differ from those followed by domestic companies under Nasdaq listing standards. Upon completion of this offering, we intend to follow Dutch corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of:

• the requirement under Section 5605(b)(2) of Nasdaq listing rules that the independent directors have regularly scheduled meetings with only the independent directors present;

• the requirement under Section 5605(d) of Nasdaq listing rules that a compensation committee comprised solely of independent directors governed by a compensation committee charter oversee executive compensation;

• the requirement under Section 5605(e) of Nasdaq listing rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprised solely of independent directors; and

• the requirement under Section 5635(d) of Nasdaq listing rules that a listed issuer obtain stockholder approval prior to issuing or selling securities (or securities convertible into or exercisable for common stock) that equal 20% or more of the issuer’s outstanding common stock or voting power prior to such issuance or sale.

See “Management — Foreign Private Issuer Status” for more information.

Availing ourselves of these or any other foreign private issuer exemptions now or in the future, as opposed to complying with the requirements that are applicable to U.S. domestic companies, may reduce the scope of information and protection to which you are or otherwise would be entitled as an investor under Nasdaq’s corporate governance rules.

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As a “controlled company” within the meaning of the corporate governance standards of Nasdaq, we will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are not “controlled companies.”

J&F Participações, which is jointly controlled, pursuant to a shareholders’ agreement, by Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders, will beneficially own 100% of our Class B common shares, which will represent approximately % of the combined voting power in our general meeting following this offering, assuming no exercise of the underwriters’ option to purchase additional Class A common shares. Accordingly, we expect to be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under Nasdaq rules, a “controlled company” (which is a company of which more than 50% of the voting power is held by an individual, group or another company) may elect not to comply with certain Nasdaq corporate governance standards, including the requirements that: (1) a majority of the board of directors consist of independent directors; (2) the board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (3) the board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Upon completion of this offering, we intend to rely on some of these exemptions, which are also applicable to foreign private issuers. For instance, our compensation and nominating committees are not required to consist entirely of independent directors in accordance with Nasdaq corporate governance rules. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements applicable to companies that are not “controlled companies.” Even if we were to lose our foreign private issuer status but remain a “controlled company,” we may elect to avail ourselves of some or all of the “controlled company” exemptions under Nasdaq corporate governance rules.

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

In order to maintain our current status as a foreign private issuer, either (a) more than 50% of our outstanding voting securities must be either directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of our executive officers or directors may not be U.S. citizens or residents, (ii) more than 50% of our assets cannot be located in the United States and (iii) our business must be administered principally outside the United States. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and stock exchange rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we will incur as a foreign private issuer.

Risks Relating to Our Class A Common Shares and this Offering

There is no existing market for our Class A common shares, and we do not know whether one will develop to provide you with adequate liquidity. If our share price fluctuates after this offering, you could lose a significant part of your investment.

Prior to this offering, there has not been a public market for our Class A common shares. If an active trading market does not develop or is not sustained following this offering, you may have difficulty selling any of our Class A common shares that you buy. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on Nasdaq, or how liquid that market might become. The initial public offering price for the Class A common shares will be determined by negotiations between us, the selling shareholders and the underwriters and may not be indicative of prices that will prevail in the open market following this offering.

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Consequently, you may not be able to sell our Class A common shares at prices equal to or greater than the price paid by you in this offering or at the time you would like to sell. In addition to the risks described above, the market price of our Class A common shares may be influenced by many factors, some of which are beyond our control, including:

• the failure of financial analysts to cover our Class A common shares after this offering or changes in financial estimates by analysts;

• actual or anticipated variations in our operating results;

• changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our Class A common shares or the shares of our competitors;

• announcements by us or our competitors of significant contracts or acquisitions;

• future sales of our shares; and

• investor perceptions of us and the industries in which we operate.

In addition, the stock market in general has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our Class A common shares, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations. If a market does not develop or is not maintained, the liquidity and price of our Class A common shares could be seriously harmed.

Sales of substantial amounts of our Class A common shares in the public market, or the perception that these sales may occur, could cause the market price of our Class A common shares to decline.

Sales of substantial amounts of our Class A common shares in the public market, or the perception that these sales may occur, could cause the market price of our Class A common shares to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. Under our Articles of Association, we are authorized to issue up to shares, of which following this offering Class B common shares will be outstanding and (1) Class A common shares will be outstanding (assuming no exercise of the underwriters’ option to purchase additional Class A common shares) or (2) Class A common shares will be outstanding (assuming the underwriters’ option to purchase additional Class A common shares is exercised in full). We have agreed with the underwriters, subject to certain exceptions, not to issue, offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus. We cannot predict the size of future issuances of our shares or the effect, if any, that future sales and issuances of shares would have on the market price of our Class A common shares.

In addition, we have adopted a restricted share plan, pursuant to which have the discretion to grant shares to eligible participants. See “Management — Incentive Plan.” We intend to register all common shares that we may issue under our restricted share plan. Once we register these common shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements described in the “Underwriting” section of this prospectus, and any other applicable restrictions. If a large number of our common shares or securities convertible into our common shares are sold in the public market after they become eligible for sale, the sales could reduce the trading price of our common shares and impede our ability to raise future capital.

In addition, at our request, the underwriters have reserved up to 3% of our Class A Common Shares offered by this prospectus for sale, excluding the additional shares that the underwriters have an option to purchase within 30 days from the date of this prospectus, at the initial public offering price, to our eligible employees, including directors and officers, under the directed share program. Participants in the directed share program will also be subject to the terms of a lock-up agreement (180-day lock-up restrictions) with respect to the shares purchased through the directed share program. Future sales of such shares may cause the price of our Class A Common Shares to be reduced or become more volatile. See “Underwriting — Directed Share Program.”

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We have granted the holders of our Class B common shares preemptive rights to acquire shares that we may issue in the future, which may impair our ability to raise funds.

Under our Articles of Association, the holders of our Class B common shares are entitled to pre-emptive rights to subscribe for additional Class B common shares in the event that we issue common shares, upon the same economic terms and at the same price as Class A common shares, in order to allow them to maintain their proportional ownership interests. The exercise by the holders of our Class B common shares of pre-emptive rights may impair our ability to raise funds, or adversely affect the terms on which we are able to raise funds, as we may not be able to offer to new investors the quantity of our shares that they may desire to purchase. The pre-emptive rights will be excluded with respect to the issuance of shares following the exercise of the underwriters’ option to purchase additional Class A common shares. For more information, see “Description of Share Capital — Pre-emptive or Similar Rights.”

Anti-takeover provisions in our Articles of Association could deter potential acquirers and make an acquisition of us difficult, limit attempts by our shareholders to replace or remove our current directors, and limit the market price of our common shares.

The European Directive on Takeover Bids (2004/25/EC) has been implemented in Dutch legislation but applies only to companies whose shares are admitted to listing and trading on an EU regulated market. Given that the Class A common shares shall only be admitted to listing and trading on Nasdaq, these provisions are not applicable.

Our Articles of Association contain provisions that, although they do not make us immune from takeovers, may delay or prevent a change of control, discourage bids at a premium over the market price of Class A common shares and adversely affect the market price of common shares and the voting and other rights of our shareholders. These provisions include:

• provisions establishing a dual class share structure, not taking into consideration the conversion shares, which, for so long as Class B common shares are issued and outstanding, will allow the holders of Class B common shares to control the outcome of most corporate matters requiring shareholder approval, to the extent these resolutions do not require a qualified majority, even if the number of Class B common shares represent significantly less than a majority of the number of issued and outstanding common shares. As a result, the holders of Class B common shares could delay or prevent the approval of a change of control transaction that may otherwise be approved by the holders of our issued and outstanding Class A common shares; and

• minimum shareholding thresholds, based on nominal value, for shareholders to call general meetings or to add items to the agenda for those meetings.

For more information, see “Description of Share Capital — Anti-Takeover Provisions in our Articles of Association.”

We do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future, to fund the operation of our business and future growth. We do not intend to pay any dividends to holders of our Class A common shares. As a result, capital appreciation in the price of our Class A common shares, if any, will be your only source of gain on an investment in our Class A common shares.

The disparity in the voting rights among the classes of our shares may have a potential adverse effect on the price of our Class A common shares, and may limit or preclude your ability to influence corporate matters.

Each Class A common share will entitle its holder to one vote per Class A common share on all matters submitted to a vote of our shareholders. Each holder of our Class B common shares will be entitled to 10 votes per Class B common share.

The difference in voting rights could adversely affect the value of our Class A common shares by, for example, delaying or deferring a change of control or if investors view, or any potential future purchaser of our company views, the superior voting rights of the Class B common shares to have value. Because of the ten-to-one voting ratio between

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our Class B and Class A common shares, the holders of our Class B common shares collectively will continue to control a majority of the combined voting power in our general meeting and therefore be able to control all matters submitted to our shareholders so long as the Class B common shares represent at least 9.1% of all outstanding Class A and Class B common shares. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future.

Future transfers by holders of Class B common shares will generally result in those shares converting to Class A common shares, subject to limited exceptions, such as certain transfers effected to permitted transferees or for estate planning or charitable purposes. The conversion of Class B common shares to Class A common shares will have the effect, over time, of increasing the relative voting power of those holders of Class B common shares who retain their shares in the long term. For a description of our dual class structure, see “Description of Share Capital — Voting Rights.”

In addition, our dual-class structure may result in a lower or more volatile market price of our Class A common shares or in adverse publicity or other adverse consequences. For example, certain index providers have imposed restrictions on including companies with multiple-class share structures in certain of their indexes. FTSE Russell requires new constituents of its indices to have at least five percent of their voting rights in the hands of public stockholders. Moreover, several stockholder advisory firms have announced their opposition to the use of dual-class structures. As a result, our dual-class structure may prevent the inclusion of our Class A common shares in these indices and may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A common shares. Any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common shares.

We are incorporated under and subject to Dutch law, which may afford less protection to our shareholders than U.S. laws.

Our corporate affairs are governed by our Articles of Association and Dutch law. Dutch law may afford less protection to our shareholders than U.S. laws and may differ in some material respects from laws generally applicable to U.S. companies and shareholders, including the provisions relating to interested directors, mergers, amalgamations and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. There may be less publicly available information about us than is regularly published by or about U.S. companies.

Dutch law governing the shares of Dutch companies may not be as extensive as those in effect in the United States, and Dutch law and regulations in respect of corporate governance matters might not be as protective of minority shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. See “Description of Share Capital.” For example, neither our Articles of Association nor Dutch law provides for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws.

All our general meetings of shareholders shall take place in Amsterdam, Amstelveen or Haarlemmermeer (Schiphol Airport), the Netherlands. Shareholders may vote by proxy or in person at any general meeting.

The ability of shareholders to effect service of process or enforce civil liabilities under U.S. securities laws may be limited.

At the date of listing of the Class A common shares, PicPay Netherlands will be a public limited liability company under Dutch law and the majority of its directors and executive officers are (at that time) residents of countries other than the United States. Substantially all of our assets and the assets of some of our directors and executive officers are located outside the United States. As a result, it may not be possible for investors in the Class A common shares to effect service of process within the United States upon such persons or upon us or to enforce in U.S. courts or outside the United States judgments obtained against such persons or against us. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, liabilities predicated upon the civil liability provisions of U.S. securities laws and there is doubt as to the enforceability, in the Netherlands, of original actions or actions for enforcement based on the federal securities laws of the United States or judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States.

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The United States and the Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Accordingly, a final judgment for the payment of money rendered by U.S. courts based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be directly enforceable in the Netherlands. However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in the Netherlands, that party may submit to the Dutch court the final judgment that has been rendered in the United States. A judgment by a federal or state court in the United States against us will neither be recognized nor enforced by a Dutch court but such judgment may serve as evidence in a similar action in a Dutch court. Additionally, based on Dutch Supreme Court case law, a Dutch court will generally grant the same judgment without a review of the merits of the underlying claim if that judgment: (1) resulted from legal proceedings compatible with Dutch notions of due process (goede procesorde); (2) does not contravene public policy of the Netherlands (openbare orde); (3) was a decision of a court that has accepted its jurisdiction on internationally accepted principles of private international law; and (4) is not incompatible with (a) a prior judgment of a Dutch court rendered in a dispute between the same parties, or (b) a prior judgment of a foreign court rendered in a dispute between the same parties, concerning the same subject matter and based on the same cause of action, provided that the prior judgment qualifies for recognition in the Netherlands. Dutch courts may deny the recognition and enforcement of punitive damages or other awards. Moreover, a Dutch court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent they are necessary to compensate actual loss or damages. For more information, see “Enforceability of Civil Liabilities — the Netherlands.”

New investors in our Class A common shares will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our Class A common shares will be substantially higher than the adjusted net tangible book value per share of the outstanding Class A common shares immediately after this offering. Based on an assumed initial public offering price of US$ per share (the midpoint of the price range set forth on the cover of this prospectus) and our net tangible book value as of September 30, 2025, if you purchase our Class A common shares in this offering you will pay more for your shares than the amounts paid by our existing shareholders for their shares and you will suffer immediate dilution of approximately US$ per share in adjusted net tangible book value. As a result of this dilution, investors purchasing Class A common shares in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation. See “Dilution.”

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our Class A common shares. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, results of operations and financial condition. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

Dutch law provides that courts at the corporate seat of the issuer have jurisdiction for certain disputes between us and our shareholders, which could limit our shareholders’ ability to bring a claim in a U.S. court for disputes with us or members of our board of directors, senior management or employees.

Dutch law provides that the courts at the corporate seat of the issuer are the exclusive forum for, inter alia, any legal challenge by a shareholder of a resolution of the general meeting. This may limit a shareholders’ ability to bring a claim in a U.S. court for disputes with PicPay Netherlands or members of our board of directors, senior management or other employees, which may discourage lawsuits against PicPay Netherlands and members of our board of directors, senior management or other employees. This exclusive forum does not apply to claims under the Securities Act or the Exchange Act.

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Instead, our Articles of Association will provide that, unless our board of directors consents in writing to the selection of an alternative forum for the resolution of a specific complaint, the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, to the fullest extent permitted by applicable law, shall be the federal district courts of the United States. The foregoing shall not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of PicPay Netherlands shall be deemed to have taken notice of and consented to the exclusive forum provision included in our Articles of Association as described in this risk factor.

Notwithstanding the foregoing, we note that holders of our securities cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the Securities Act or the Exchange Act, or the respective rules and regulations promulgated thereunder.

The preceding exclusive forum provisions described in this risk factor may increase litigation costs or limit a shareholder’s ability to bring a claim in a U.S. court for disputes with PicPay or members of our board of directors, senior management or other employees, which may discourage lawsuits against the Company and members of our board of directors, senior management and other employees. In addition, the enforceability of exclusive forum provisions in our Articles of Association is uncertain. If a court were to find any of the exclusive forum provisions described in this risk factor to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have a material adverse effect on our business, financial condition and results of operations.

Judgments of Brazilian courts to enforce our obligations with respect to our Class A common shares will be payable only in reais.

Substantially all of our assets are located in Brazil. If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of our Class A common shares, we will not be required to discharge our obligations in a currency other than the real. Under Brazilian exchange control laws, an obligation in Brazil to pay amounts denominated in a currency other than the Brazilian real will only be satisfied in Brazilian currency at the exchange rate, as determined by the Brazilian Central Bank, in effect on the date the judgment is obtained, and such amounts are then adjusted to reflect exchange rate variations through the effective payment date. The then-prevailing exchange rate may not fully compensate non-Brazilian investors for any claim arising out of or related to our obligations under the Class A common shares.

There is a risk that we will be a passive foreign investment company for U.S. federal income tax purposes, and such classification could result in materially adverse U.S. federal income tax consequences for U.S. investors.

We will be a passive foreign investment company, or “PFIC,” for U.S. federal income tax purposes for any taxable year in which (i) 75% or more of our gross income consists of “passive income” or (ii) 50% or more of the average quarterly value of our assets consists of assets that produce, or are held for the production of, passive income. For this purpose “passive income” generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions with exceptions for, among other things, dividends, interest, rents and royalties received from certain related companies to the extent attributable (in accordance with U.S. Treasury regulations) to non-passive income derived by such related companies, as well as for gains from sale or exchange of inventory or similar property. For purposes of the PFIC asset test, the aggregate fair market value of the assets of a publicly traded non-U.S. corporation is generally treated as being equal to the sum of the aggregate value of the outstanding stock and the total amount of the liabilities of such corporation, or the “Market Capitalization,” and the excess of the fair market value of such corporation’s assets as so determined over the book value of such assets is generally treated as goodwill that is a non-passive asset to the extent attributable to such corporation’s non-passive income. In addition, for the PFIC asset test, cash and cash equivalents are considered passive assets. Based on certain estimates of our gross income, gross assets, the nature of our business, the expected use of the proceeds from this offering of the common shares and our anticipated Market Capitalization, it is possible that we were a PFIC in

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prior taxable years and may be classified as a PFIC in the current taxable year or in the foreseeable future. There can be no assurance that we will not be considered a PFIC for any taxable year because the determination of whether we are a PFIC is made annually and is based on the composition of our gross income, the value of our assets (including goodwill), Market Capitalization and activities in those years. Because our Market Capitalization generally will be determined by reference to the aggregate value of our outstanding common shares, our PFIC status will depend in large part on the market price of the common shares, which may fluctuate significantly. If we are classified as a PFIC for any taxable year, U.S. investors may be subject to adverse U.S. federal income tax consequences, including increased tax liability on gains from dispositions of common shares and certain excess distributions, and a requirement to file annual reports with the U.S. Internal Revenue Service. Prospective U.S. investors should consult their tax advisors regarding our PFIC status and the consequences to them if we were classified as a PFIC for any taxable year.

Notwithstanding the above, certain elections may be available to U.S. Holders with respect to our common shares, such as a “mark-to-market” election, which may mitigate the adverse consequences of PFIC status.

For additional information, see “Taxation — U.S. Federal Income Tax Considerations for U.S. Holders — Passive Foreign Investment Company Rules.”

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Use of Proceeds

We estimate that the net proceeds from our issuance and sale of Class A common shares in this offering will be approximately US$ (or US$ million if the underwriters exercise in full their option to purchase additional Class A common shares), assuming an initial public offering price of US$ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$ per share would increase (decrease) the net proceeds to us from this offering by approximately US$ , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, by approximately US$ , assuming the assumed initial public offering price stays the same.

We intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, meeting regulatory capital requirements, as well as capital expenditures. We also intend to use a portion of the net proceeds for the Kovr acquisition, after the transaction is approved by CADE and SUSEP. Additionally, we may use a portion of the net proceeds we receive from this offering to acquire or invest in businesses, products, services, or technologies. We cannot specify with certainty the particular uses of the net proceeds that we will receive from this offering. Accordingly, we will have broad discretion in using these net proceeds. Pending our use of net proceeds from this offering as described above, we may invest the net proceeds that we receive in this offering in interest-earnings instruments.

We intend to contribute the majority of the net proceeds from this offering to our operating subsidiary PicS Holding in the form of one or more capital contributions. We will have broad discretion in allocating the net proceeds from this offering, including but not limited to the timing of the capital contributions.

Although we currently anticipate that we will use the net proceeds from this offering as described above, there may be circumstances where a reallocation of funds is necessary. The amounts and timing of our actual expenditures will depend upon numerous factors, including the factors described under “Risk Factors” in this prospectus. Accordingly, our management will have flexibility in applying the net proceeds from this offering. An investor will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use the proceeds.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, interest-bearing instruments and Brazilian government securities. No assurance can be given that we will invest the net proceeds from this offering in a manner that produces income or that does not result in a loss in value.

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Dividends and Dividend Policy

We expect to adopt a dividend policy with respect to future distributions of dividends. The amount of any distributions will depend on many factors such as our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our board of directors and, where applicable, our shareholders. We currently intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future.

We have not declared or paid any dividends to our shareholders since our incorporation under Dutch law on December 27, 2023. PicS Ltd. has not declared or paid any dividends to our shareholders since its incorporation on January 18, 2021; and PicPay Brazil has not paid any dividends to its shareholders since 2015.

Under Dutch law, PicPay Netherlands may only pay dividends to the extent its equity (eigen vermogen) exceeds the sum of its paid up and called up part of its issued capital and the reserves which must be maintained pursuant to the law or by our Articles of Association and (if it concerns a distribution of profits) after adoption by the general meeting of the annual accounts from which it appears that such distribution is permitted. Subject to such restrictions, any future determination to pay dividends will be at the discretion of the general meeting and will depend upon a number of factors as set out above.

The general meeting may decide that all or part of the remaining profits shall be added to the reserves. After such (partial) reservation, any remaining profit will be at the disposal of the general meeting.

From time to time during the course of the year, the board of directors (without prior shareholder approval being required) may also make interim distributions or distributions from reserves, subject to certain conditions of Dutch law and our Articles of Association. Such distributions may only be made insofar as PicPay Netherlands’ equity exceeds the aggregate of the paid up and called up part of the issued share capital with the reserves required to be maintained by Dutch law or the Articles of Association based on the (interim) financial statements signed by our board of directors. The interim financial statements should reflect the financial position of PicPay Netherlands no earlier than the first day of the third month before the resolution to distribute an interim dividend was made public.

PicPay Netherlands may declare dividends in kind by issuing new shares or otherwise provided that the general meeting has authorized the board of directors to do so.

The Class A common shares and Class B common shares have equal economic rights on distributions made by the Company. Any and all distributions on the Class A common shares and Class B common shares shall be made in such a way that on each Class A common share and Class B common share an equal amount or value will be distributed, provided that and with observance of the following order of priority:

(a) in the event of a distribution of profits in respect of a financial year, an amount equal to 1% of the nominal value of each conversion share shall first be added to the dividend reserve maintained for the holders of conversion shares; and

(b) following such, no further distribution shall be made on conversion shares in respect of such financial year. For further information on the taxation of dividends declared and paid by PicPay, see “Taxation — Material Dutch Tax Consequences” and “Taxation — U.S. Federal Income Tax Considerations for U.S. Holders — Taxation of Distributions.”

Additionally, please refer to “Risk Factors — Risks Relating to Our Business and Industry — Our holding company structure makes us dependent on the operations of our subsidiaries.” Our ability to pay dividends is directly related to positive and distributable net results from PicPay Brazil. If, for any legal reasons due to new laws or bilateral agreements between countries, they are unable to pay dividends to the Netherlands, or if the Netherlands becomes incapable of receiving them, we may not have to do any dividend payments in the future. For additional information, also see “Risk Factors — Risks Relating to Our Business and Industry — Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws may adversely affect our results of operations.”

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Capitalization

The table below sets forth our total capitalization as of September 30, 2025, which is equivalent to the sum of our financial liabilities measured at amortized cost and our total equity, as follows:

• PicPay Netherlands, on an actual historical basis;

• PicPay Netherlands, as adjusted to give effect to the issuance and sale by PicPay Netherlands of the Class A common shares in this offering, and the receipt of US$ million (R$ million) in estimated net proceeds, considering an offering price of US$ (R$ ) per Class A common share (the midpoint of the range set forth on the cover of this prospectus), after deduction of the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering, and the use of proceeds therefrom (and assuming no exercise of the underwriters’ option to purchase additional Class A common shares and placement of all offered Class A common shares).

Investors should read this table in conjunction with our unaudited condensed consolidated interim financial statements included elsewhere in this prospectus, with the sections of this prospectus entitled “Summary Financial and Other Information,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the other financial information contained in this prospectus.

	As of September 30, 2025
	PicPay Netherlands		PicPay Netherlands
	Actual		As Adjusted(2)
	(in millions of US$)(1)	(in millions of R$)	(in millions of US$)(1)	(in millions of R$)
Financial liabilities measured at amortized cost	6,208	33,018
Total equity(3)	547	2,911
Total capitalization(3)(4)	6,756	35,930

____________

(2) As adjusted to give effect to the issuance and sale by PicPay Netherlands of the Class A common shares in this offering and the receipt of R$ million (US$ million) in estimated net proceeds, considering an offering price of US$ per Class A common share (the midpoint of the range set forth on the cover of this prospectus), after deduction of the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering, and the use of proceeds therefrom (and assuming no exercise of the underwriters’ option to purchase additional Class A common shares and placement of all offered Class A common shares).

(3) Each US$1.00 increase (decrease) in the offering price per Class A common share would increase (decrease) our total capitalization and equity by R$ million (US$ million).

(4) Total capitalization is equivalent to the sum of our financial liabilities measured at amortized cost and our total equity. There is no standard definition of total capitalization, and our total capitalization definition may not be comparable to those used by other companies.

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Dilution

Net tangible book value is defined as total assets (excluding intangible assets) less total liabilities. Net tangible book value per share is defined as net tangible book value divided by the total number of shares outstanding. As of September 30, 2025, we had a net tangible book value per share of R$ (US$ ), corresponding to net tangible book value of R$ million (US$ million), divided by , the total number of our shares outstanding as of September 30, 2025.

After giving effect to the sale by us of the Class A common shares offered by us in the offering, and considering an offering price of US$ per Class A common share (the midpoint of the range set forth on the cover of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our adjusted net tangible book value estimated as of September 30, 2025 would have been US$ million, representing US$ per share. This represents an immediate increase in net tangible book value of US$ per share to existing shareholders and an immediate dilution in net tangible book value of US$ per share to new investors purchasing Class A common shares in this offering. See “Risk Factors — Risks Relating to Our Class A Common Shares and this Offering — New investors in our Class A common shares will experience immediate and substantial book value dilution after this offering.” Dilution for this purpose represents the difference between the price per Class A common shares paid by these purchasers and net tangible book value per share immediately after the completion of the offering.

If you invest in our Class A common shares, your interest will be diluted to the extent of the difference between the initial public offering price per Class A common share (when converted into reais) and the adjusted net tangible book value per share after accounting for the issuance and sale of new Class A common shares in this offering.

Because the Class A common shares and Class B common shares of PicPay Netherlands have the same dividend and other rights, except for voting and conversion rights, we have counted the Class A common shares and Class B common shares equally for purposes of the dilution calculations below.

The following table illustrates this dilution to new investors purchasing Class A common shares in the offering.

Assumed initial public offering price per Class A common share	US$
Net tangible book value per share as of September 30, 2025	US$
Increase in net tangible book value per share attributable to existing shareholders	US$
Adjusted net tangible book value per share after the offering	US$
Dilution per share to new investors	US$
Percentage of dilution in net tangible book value per share for new investors		%

Each US$1.00 increase (decrease) in the offering price per Class A common share, respectively, would increase (decrease) the net tangible book value after this offering by US$ per share and the dilution to investors in the offering by US$ per share.

The actual offering price per Class A common share is not based on the adjusted net tangible book value of our common shares, but will be established based through a bookbuilding process. The foregoing table assumes no exercise of the underwriters’ option to purchase additional Class A common shares.

To the extent that we grant shares to our employees under our restricted share plan or other issuances of common shares are made, there will be further dilution to new investors. The maximum aggregate number of shares that may be issued pursuant to awards under this plan is equivalent to 2% of our total capital stock immediately following this offering. See “Management — Long-Term Incentive Plan.”

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Market Information

Prior to this offering, there has been no public market for our Class A common shares. We cannot assure you that an active trading market will develop for our Class A common shares, or that our Class A common shares will trade in the public market subsequent to the offering at or above the initial public offering price.

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Management’s Discussion and Analysis of Financial Condition
and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto, included elsewhere in this prospectus, as well as the information presented under “Presentation of Financial and Other Information” and “Summary Financial and Other Information.”

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Consumer Ecosystem Operating and Financial Highlights

Consumer Banking

Wallet and Banking

As of September 30, 2025, we had 42 million quarterly active consumers, of which 13.4% are consumers who only opened the app during the quarter, compared to 37 million quarterly active consumers as of September 30, 2024, of which 15.2% were consumers who only opened the app during the quarter. As of September 30, 2025, we had 29 million consumers with deposits, compared to 26 million consumers with deposits as of September 30, 2024. The deposits held by consumers in our ecosystem (comprised of the sum of “user balance — payment accounts” and “user balance — CDB” from third-party funds in our consolidated financial statements) totaled R$26.7 billion as of September 30, 2025, representing an increase of 61% from R$16.6 billion as of September 30, 2024.

Wallet and Banking Monetization Model

Our open platform approach enables consumers to register on file any credit card to fund their payments transactions, such as electronic transfers and payments (P2P, Pix, P2M, bills and the purchase of digital goods in our PicPay Shop, among others) in a single payment or in installments. For the nine months ended September 30, 2025, our PicPay-branded credit card represented 31% of the total credit card TPV captured in our digital wallet. Moreover, our digital wallet model is primarily fee based and asset-light, i.e., we only assume credit and underwriting risk if these transactions are sourced by our PicPay-branded credit card following the transfer to us of the Banco Original credit card portfolio, concluded in January 2024. For more information, see “Business — Our History — Recent Acquisitions and Corporate Transactions” and “— Principal Factors Affecting our Financial Condition and Results of Operations — Acquisitions and New Lines of Business and Other Developments.”

Our wallet and banking product is mainly monetized when P2P, Pix, and bill payment transactions are sourced by credit cards. Transaction fees through credit cards charged from the payer can vary from 3.49% up to 5.49% of the transaction amount (which we recognize as “net revenue from payment transaction activities and other services” in our statement of profit or loss), while our installment fees (which we recognize as “financial income” in our statement of profit or loss) can vary from 3.99% up to 5.49% per month of the transaction amount. We receive the total amount charged to the consumer’s credit card already net of interchange fees and the merchant discount rate from the merchant acquirer involved in the transaction, as illustrated in the chart below. We do not receive fees from merchants in transactions paid with credit cards in our wallet unless the receiver is a merchant affiliated to the PicPay network, in which case we charge a merchant discount rate based on the payment volume. In the scenario illustrated in the chart below, the utility company is the receiver, so we do not charge a merchant discount rate from such company. P2P (closed-loop) and Pix transactions (either for amounts transferred within our ecosystem or amounts that are transferred outside our ecosystem) funded by balances held in our digital wallets are free of charge. For more information about instant payment monetization, see “— Instant Payments (P2P and Pix)” below.

Brazilians often finance their consumption through installment payments, due to several specific and cultural factors. In our platform, we offer a wide range of payment methods aiming to facilitate how our consumers will pay for their transactions. We enable consumers to pay several types of digital wallet transactions in up to twelve installments through their credit card. In Brazil, differently from some other countries, the credit card settlement

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period is approximately 30 days. This means that in order to pay instantly our P2P, P2M, and bill payment transactions when sourced by credit cards and installments, we, as the intermediary of the payment transaction, prepay the credit card receivables and monetize by charging a take rate to cover prepayment costs.

The graphic below provides one example of our digital wallet monetization model:

In this example, we illustrate a scenario of using a credit card registered on file as a source of funding a bill payment in monthly installments:

• on the bill’s due date (D+0), a consumer uses a credit card on file in their digital wallet to pay a utility bill of R$500.00 in ten monthly installments.

• on the same date, PicPay pays the total amount of R$500.00 to the utility company at no cost, and PicPay charges the consumer’s credit card R$609.23, which consists of a 3.99% transaction fee over the amount of the bill (R$19.95) plus an installment fee of 2.99% per installment over the amount of the bill plus the transaction fee, as amortized (R$89.28 for ten installments). As a result, the total cost for the consumer is R$609.23, payable in 10 installments of R$60.92 per installment); and

• once the consumer makes a monthly installment payment of R$60.92 on its credit card (typically beginning at D+26), the consumer’s credit card issuing bank pays that amount to the merchant acquirer, minus the interchange fee payable to the issuing bank, and the merchant acquirer pays PicPay the installment fee net of merchant discount rate (MDR).

As shown in the chart below, our Wallet and Banking TPV, which includes instant payments (P2P and Pix), bill payments, and other products, totaled R$127.5 billion for the three months ended September 30, 2025, representing an increase of 28% compared to R$99.4 billion in the corresponding quarter of 2024. For the nine months ended September 30, 2025, our Wallet and Banking TPV totaled R$355.4 billion, an increase of 31% compared to R$270.9 billion for the nine months ended September 30, 2024. For the three-month and the nine-month period ended September 30, 2025, instant payments represented 89% of our total Wallet and Banking TPV.

For the year ended December 31, 2024, our Wallet and Banking TPV totaled R$382.5 billion, an increase of 58% compared to the previous year, in which our Wallet and Banking TPV totaled R$241.5 billion. Instant payments represented 89% of our Wallet and Banking TPV in 2024 compared to 86% in 2023. This increase was mainly due to the higher adoption of Pix transactions by our consumers during the period. Our Wallet and Banking TPV grew at a CAGR of 127% from R$6.3 billion in the year ended December 31, 2019, to R$382.5 billion in the year ended December 31, 2024.

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Wallet and Banking TPV
(R$ million)

____________

(1) Others refer to cash-out products such as cash withdrawal, wire transfers, withdrawal with prepaid cards, and international remittance exchange.

Instant Payments (P2P and Pix)

Pix Credit was a key product that contributed to the increased monetization of our digital wallet since its inception. We have been highly encouraged by the performance of Pix Credit, which continues to scale and gain momentum within our consumer base. As shown in the chart below, for the three months ended September 30, 2025, we achieved a total Pix Credit TPV of R$6.4 billion, an increase of 24% compared to the corresponding period in 2024. For the nine months ended September 30, 2025, Pix Credit TPV totaled R$18.5 billion, an increase of 34% compared to the same period of the previous year. For the year ended December 31, 2024, we achieved a total Pix Credit TPV of R$19.6 billion, an increase of 69% compared to the year ended December 31, 2023. Since the fourth quarter of 2021, when we launched this product, until September 30, 2025, Pix Credit TPV totaled R$55.8 billion. We intend to continue to capture the benefits from the Pix infrastructure, which we believe will further increase our opportunities to cross-sell additional products and services.

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Pix Credit TPV
(R$ million)

Financial Services

Credit Overview

Until October 2023, our operations were entirely based on an “asset-light” model, which means that our credit business was focused only on the distribution of products originated by third-party partners connected in our app, earning commissions from the sale of new loans, as well as success fees from each loan payment made by our consumers. From October 2023 onwards, we began originating directly on our balance sheet, a strategic initiative aimed at expanding our product offering and strengthening our consumers’ principality. This decision was designed to enhance customer engagement and profitability, consolidating our portfolio of strategic products, mainly on the credit cards and personal loans.

We believe that data is a valuable resource to achieve the balance between business economics and risk management controls of our credit operations. The robustness of our digital wallet enables us to collect a broad range of valuable information that feeds our credit models. We have approximately 52 million credit cards registered on our platform, including both PicPay-issued cards and third-party cards, which our consumers use daily for various transactions, such as Pix transfers and bill payments. This ecosystem allows us to build a rich track of consumers’ transactional behavior, an essential input for assessing their risk profile with us.

In addition, we have 42 million quarterly active consumers. In the nine months ended September 30, 2025, our active consumers transacted over R$355 billion in our digital wallet. These consumers maintained an average monthly cash-in of more than R$42 billion during the three months ended September 30, 2025. By capturing daily cash-in and cash-out patterns, we gain valuable insights that further strengthen the accuracy of our data-driven models, as well as continuously enhance our ability to assess risk.

In addition to the data captured through the transactional activity of our digital wallet, we enrich our database with complementary sources, such as data coming from the Credit Information System (Sistema de Informação de Crédito), or “SCR”, of the Brazilian Central Bank, as well as from market credit bureaus. Additionally, we obtain information from over 13.7 million active consents under Open Finance, where PicPay ranks as the third-largest player in Brazil by number of active consents. Through our Account Aggregator feature, we gain a broader view of our consumers’ financial habits, including information held with other institutions, such as account balances, upcoming and overdue invoices and bank account statements, among other relevant data.

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____________

Notes:

(1) As of September 2025. The share of active consents received is based on public information disclosed by Open Finance Brasil.

(2) Total deposits, cash-in, and Wallet and Banking TPV for the period expressed in dollars are based on the real/U.S. dollar exchange rate of R$5.3186 per US$1.00 as of September 30, 2025.

(3) 11% of total Pix transactions which accounts for transactions where PicPay originated or received the transaction (excluding transactions between PicPay accounts).

Given our ability to collect information from our consumers using data provided by our ecosystem and external sources, we have access to more than 12,000 available data points including:

During 2024, we deployed a new generation of customized credit models, with a focus on credit card and personal loan models. With the use of our own exclusive behavior credit data, we were able to present up to 3.0 times more accuracy on our models based on the most recent data from the second quarter of 2024. Accuracy is measured by a statistical test denominated Kolmogorov-Smirnov (KS), which measures how predictive a model is (in this case, how much does our model manage to distinguish good payers from bad payers), when compared to the market model

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(which is only based on the SCR and credit bureaus). Through the use of our model, our unsecured credit offer is 2.3 times higher for consumers who have or had a PicPay credit product at some point in the past than to consumers for which we have limited historical information (based only on market data (SCR and bureaus)).

____________

Note: (1) KS (Kolmogorov-Sminov) is a statistical test that measures the mode’s ability to discriminate between different data classes, in this case, good and bad payers (distinguishing between those who will not default on a loan and those who will).

We approach our risk-management strategy from two complementary perspectives. The first perspective focuses on a portfolio-level analysis: we maintain a balance of between 40% and 60% of (i) secured products, such as public and private payroll loans, secured credit cards and FGTS loans, and (ii) unsecured products, including personal loans, buy-now-pay-later and credit cards. Our strategy is focused on preserving a healthy portfolio balance without compromising profitability.

The second perspective focuses on an individual-level analysis, emphasizing the assessment of each of our consumer’s risks. In our credit origination strategy, we operate under the principle that the more we know about a customer, the greater our confidence in making decisions regarding new financing agreements and credit card limit increases over time. Accordingly, for customers whose transactional and credit behavior is still unknown, we initially offer only fully collateralized credit lines (secured loans and/or secured cards). This approach allows us to gradually build their transactional behavioral history over the following months.

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Our credit analysis considers not only several credit performance indicators, such as delinquency ratios, early delinquency ratios, first payment default, expected losses, income leverage ratio, credit score among others but also take into consideration the expected profitability and expected returns of such credit concession balanced with the Loss Absorption ratio, which represents all the expected losses over all the lifetime credit related revenues of a given credit concession. Our credit concession has a risk based pricing strategy, which has an expected return over 30% and a Loss Absorption rate target between 40% to 60% of each credit concession cohort, which means that, even if we face an adverse market conditions scenario, we would still be able to support up to 66.7% to 150% of expected losses increase and that cohort would be breakeven.

Beyond risk mitigation, since 2024, we have offered secured credit cards for our consumer base. In this model, consumers build their own credit limit by allocating funds within our platform. This product provides us with full control over delinquency: in the event of a late payment, the outstanding amount is automatically deducted from the balance previously allocated by the consumer. This product allows us to build consumers’ transactional behavior, identifying whether they pay PicPay Card bills on time using new funds. This approach also provides valuable insights into customer financial behavior, enabling more precise credit origination and credit limit increase decisions over time. With respect to consumer loans, we also offer FGTS loans, which are secured by the debtor’s FGTS balance, and payroll loans, where the loan is secured by payroll deductions, significantly reducing the risk of default.

Moreover, we adopt a micro and small limit credit policy (or “Progressive Limits”) for our unsecured credit lines when we are dealing with consumers of whom we have limited data and credit history. With the purpose to build their credit behavior with us, we start by granting low credit limits (i.e., R$100 or R$150) and we monitor their behavior through the next months. In that portfolio, we are not optimizing the concessions for profitability and, given our CAC approach, we seek to maximize the quantity of healthy credit customers. For those consumers we allow for a loss absorption from up to 100%.

Over time, we established a gamification approach in order to approve the increase of their credit limits considering three main rules that must be simultaneously observed: (i) at least 20% of their initial credit card limit approved has been spent; (ii) there are no credit restrictions with other financial institutions (Credit Bureaus); and (iii) they have fully paid their credit card bills with a maximum delay of five days.

If a customer is successful during this gamification stage, they become eligible for an upgrade. This means we gain greater confidence in their ability to remain current on their obligations with us, and we expand their credit offering by increasing their limits. This process continues until the customer reaches the most profitable segment, characterized by a loss absorption of up to 50% and access to market-standard credit limits: a category we call “Standard”, with higher tickets and average terms.

Finally, our credit recovery process seeks to minimize credit losses from delinquent clients while providing alternatives to those clients who are having difficulty meeting their payment plans. Our credit recovery is structured along three pillars: Analytics; Solutions; and Technology. Through those pillars, we seek to offer each customer the right offering in the right channel at the right time to maximize collection opportunities. Our range of collections products includes early delinquency recovery products (e.g., aditamento, parcelamento do saldo total), substitution of unsecured products with secured products as well as products offered following renegotiation, which are gaining importance as our portfolio matures.

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The chart below summarizes and risk management approach:

Consumer Loans

During the three months ended September 30, 2025, total own and third-party loans originated in our app reached R$2,296 million, representing an increase of 23% compared to the corresponding period in 2024, when our total loan origination was R$1,866 million. Secured products (such as FGTS, payroll loans, and auto-secured loans originated from third-party partners) represented 72% of the total own and third-party loans originated during the three months ended September 30, 2025, while unsecured products, such as personal loans and buy-now-pay-later, represented the remaining 28%.

For the nine months ended September 30, 2025, total own and third-party loan origination was R$7,007 million, an increase of 46% compared to the nine months ended September 30, 2024, when our total own and third-party loan origination reached R$4,808 million. For the nine months ended September 30, 2025, secured products represented 70% and unsecured products represented 30% of our total origination. For the year ended December 31, 2024, our loan origination totaled R$6,836 million, an increase of 187% compared to the year ended December 31, 2023, when our origination totaled R$2,381 million. Secured products represented 61% of our total origination in 2024, and unsecured products represented the remaining 39%. This significant growth was mainly driven by increased origination of secured credit products, such as FGTS loans and payroll loans, as well as higher volumes from unsecured credit products, including personal loans and buy-now-pay-later.

The loans we originate include personal loans, buy-now-pay-later loans, FGTS loans, public and private payroll loans and auto-secured loans. Prior to October 2023, all of the loans originated in our financial marketplace were “off-balance” and financed by other partners connected to our platform (i.e., we acted as an agent for other financial services providers). Beginning in October 2023, we began to originate personal, payroll loans, and FGTS loans “on-balance” for certain consumers who meet our credit performance criteria.

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The chart below sets forth the evolution of our own and third-party loan originations for the periods indicated:

Own and Third-Party Loan Originations(1)
(R$ million)

____________

(1) For the three-month periods ended September 30, 2025 and September 30, 2024, for the nine-month periods ended September 30, 2025 and September 30, 2024, and for the years ended December 31, 2024 and 2023, secured loans include FGTS loans, payroll loans, and auto-secured loans, and unsecured loans include personal loans and buy-now-pay-later.

In addition, we present the evolution of our average monthly loan origination per quarter since the three months ended June 30, 2024, considering both secured and unsecured credit lines. As reflected in the base-100 curve of the “Over 30 MOB3” delinquency indicator (loans over 30 days past due in the third month of each consumer cohort), we have been able to consistently improve the quality of our consumer portfolio, while maintaining average monthly originations above R$2 billion.

The evolution of our delinquency indicator and the average monthly spread follow the same trend over time, reinforcing our risk based pricing strategy, which means that, when our delinquency indicator presents an increase, the average spread also increases to mitigate this effect.

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We present below the quarterly evolution of the indicator for average term, average spread and income leverage ratio of consumers segmented into “Progressive Limits” and “Standard”. Given the higher-risk profile of the Progressive Limits customers, credit pricing for this category for consumer loans is set at an average monthly spread that can reach more than 13%. Additionally, the progressive limit category is also designed to have a very short average term, which on average is close to 4 months, and lower income leverage as compared to the Standard segment.

In addition, these customers face higher monthly average spreads of approximately 13% per month, which reflects the pricing associated with the higher risk profile of this segment.

Our own loan portfolio reached a total of R$11,159 million as of September 30, 2025, representing a 123% increase compared to September 30, 2024. Secured loans accounted for 71% of our total loan portfolio balance as of September 30, 2025.

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Own Loan Portfolio(1)
(R$ million)

____________

(1) These balances are as of September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025. Secured loans include FGTS loans, public and private payroll loans. Unsecured Loans include personal loans and BNPL.

(2) The outstanding balance for each period presented above also includes renegotiation.

Regarding the profitability of our loan operations, we present below the composition of our annualized net lending margin (calculated as the result of non-interest revenues plus interest revenues minus funding costs, and credit loss provisions annualized for the nine months ended September 30, 2025 over the average monthly loan portfolio during this nine-month period).

The first chart below provides an overview of our total lending operation, covering both secured and unsecured loans. In turn, the second and third charts focus solely on our unsecured portfolio. In the last chart, we show the composition of our annualized net lending margin considering only consumers with credit limits within the “Standard” category, which reached 24.6% over the average monthly loan portfolio for the nine months ended September 30, 2025.

Additionally, our annualized return on loan assets (RLA), which is calculated as a ratio of the result from our loan operations before taxes (defined as the annualized net lending margin minus direct and operating expenses related to our loan operations) divided by the average monthly loan portfolio for the nine months ended September 30, 2025, reached 22%.

Finally, the annualized return over allocated capital (ROAC) from our loan operations, which is composed of the net income of our loan operations (calculated as the annualized net lending margin minus direct and operating expenses related to our loan operations minus taxes) divided by the allocated capital (defined as the product of our minimum total capital ratio (10.5%), the risk weight factor for retail exposures (typically 75%) and our credit risk exposure to loans according to the BACEN definition of exposure for RWA calculation purposes) totaled 292%, demonstrating the success of our strategy, which balances a healthy portfolio mix with accurate pricing and effective risk management.

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Annualized Net Lending Margin
(%; 9M25)

____________

Notes:

(1) Non interest revenues consider commissions received through the offering of loan protection, fees from first loan contracts linked to credit analysis, and commissions from third-party loan distribution minus sale taxes.

(2) Interest revenues considers revenues from our loan portfolio. Standard personal loan offered to our customers with a limit and conditions aligned with their income, risk profile, and credit history.

(3) Funding cost includes transfer and floating costs.

(4) Losses include the credit loss allowance expenses.

Credit Cards

Since January 2024, we have been operating as issuers of our own credit cards. We recognize that this product is a key instrument to drive consumer engagement and to enhance monetization. Our credit card origination strategy is anchored in a rigorous balance between risk management and profitability.

The evolution of our portfolio has reflected the significant role of secured credit cards, a modality in which the credit card limit is tied to the balance consumers hold in PicPay piggy banks or investments in our platform. This solution has been essential in building consumers’ transactional behavior, especially in cases where we lacked sufficient information regarding the consumer spending patterns with a credit card in hand. In such a scenario, origination is conducted through a fully collateralized credit card.

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Over time, we have advanced in diversifying our credit card origination, combined with a more refined risk management approach. Beginning in the three months ended December 31, 2024, and more significantly from the three months ended March 31, 2025 onwards, we introduced the partially secured credit card. In this modality, part of the credit card limit remains collateralized with piggy banks, while an additional unsecured limit is offered to our customers based on their risk profile.

For the nine months ended September 30, 2025, secured and partially secured credit cards represented 66% of the total origination. Unsecured credit cards that are distributed among customers in “Progressive Limits,” “Upgrades Standard” and “Standard” clusters represented 34% of the total.

The “Upgrades Standard” consumer cohorts are presenting slightly lower levels of delinquency even if compared to the “Standard” consumer cohorts (which represents consumers with lower risk levels). Regarding the ‘Over 30 Mob 3’ delinquency indicator on a 100 basis analysis using the “Standard” cohorts as a reference, the “Upgrades Standard” cohorts have shown delinquency indicators in their third month that are approximately 18% lower than those observed in the Standard cohorts.

Finally, our strategy with the “Progressive Limits” cohorts reflects our decision to accept a higher cost of risk as a customer acquisition expense (CAC), thereby expanding credit access to profiles that would otherwise be rejected by other institutions and integrating them into our gamification process. Similarly, although our Progressive Limits customers show an over 30 at month three delinquency approximately 24% higher than the “Standard” customers, such higher delinquency is efficiently priced by our models, ensuring that the additional risk is properly captured by our origination strategy.

Credit Card Origination for the nine months ended September 30, 2025

(thousands of credit cards originated, %)

____________

Note: (1) Includes partially secured credit card originations.

We present below an evolution of the average credit limit and the income leverage ratio for the “Progressive Limit,” “Upgrade,” and “Standard” consumer profiles on a quarterly basis. The “Progressive Limits” consumers present an average credit limit of approximately R$158 per card originated, while the “Upgrade” and “Standard” consumers present higher credit limits with R$999 and R$1,754 per card originated during the three months ended September 30, 2025.

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In terms of the income leverage ratio of each category, the “Progressive Limits” present the lowest percentage, with 9% over average monthly income, which indicates that, although the customer presents a higher risk profile and is exposed to a higher average monthly spread compared to other categories, their debt-to-income level remains below 10%, which shows that there is room for potential limit increases in the long term.

With the purpose to emphasize the importance of credit cards as a powerful product to increase engagement with profitability among our consumer base, we compared below the cumulative contribution margin of PicPay Card consumers with other consumers who do not hold a credit card with us.

Cumulative Contribution Margin of PicPay Card
Consumers vs. Other Consumers
(R$/consumer)

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Consumers who own the PicPay Card, are almost 4 times more profitable than the other consumers in terms of the cumulative contribution margin that they generate (considering the profit generated after deducting costs incurred from transactions on a cumulative basis).

Additionally, they also transact more frequently compared to other consumers. As shown below, consumers with PicPay cards transact almost two times more than other consumers (defined as PicPay consumers who only use a third-party credit card or deposits, excluding those consumers who hold a PicPay Card).

Average Quarterly Spending of PicPay Card Consumers vs. Other Consumers Since Launch
(R$/consumer)

The TPV of our PicPay Cards totaled R$14.8 billion for the three months ended September 30, 2025, an increase of 49% compared to the corresponding period in 2024. For the nine months ended September 30, 2025, the TPV of our PicPay Cards totaled R$41.0 billion, an increase of 53% compared to the same period of the previous year. For the year ended December 31, 2024, the TPV of our PicPay Cards totaled R$39.2 billion, an increase of 45% compared to the year ended December 31, 2023.

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PicPay Card TPV
(R$ million)

In addition, we present below the evolution of the PicPay Card TPV, indexed to 100, compared with our main competitors, using the latest data available from CardMonitor through September 2025. As shown, we have sustained an exceptionally strong growth trajectory since the third quarter of 2023, expanding at nearly twice the rate of the next-best performer, Inter & Co.

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This performance reflects both the increased distribution of cards to our consumers and the higher engagement of our base, which is increasingly using the PicPay Card as an extension of their daily credit and transactional needs.

Quarterly Cards TPV Evolution
(100 basis)

Credit Card Portfolio

Our credit card portfolio balance totaled R$7.5 billion as of September 30, 2025, an increase of 128% compared to September 30, 2024. Such increase was mainly due to higher credit card origination during the period, driven by our ability to accelerate our offer of credit cards to a broader consumer base, supported by our credit models and our credit policies, which encompass small limits and credit card limit increases based on consumers’ transactional behavior in our platform.

Credit card portfolio(1)
(R$ billion)

____________

Note: (1) The outstanding balance for each period presented above also includes renegotiation.

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Interest Earning Portfolio (Credit Card Portfolio)

The table below sets forth the evolution of our interest-earning portfolio considering our credit card receivables. As of September 30, 2025, interest-earning installments, revolving, and non-interest-earning balances represented, respectively, 33%, 6%, and 62% of our credit card portfolio from our Consumer loans. The higher representativeness of earning installment balances compared to the market (based on data provided by the Brazilian Central Bank) results from transactions using a credit card as a source of funding, such as Pix Credit, as well as P2P and bill payments.

Interest-Earning Portfolio
(% of total credit card portfolio)

____________

Note: These balances are as of September 30 and December 31, 2024, March 31, June 30 and September 30, 2025. Market data was based on information provided by the Brazilian Central Bank.

We present below three distinct perspectives regarding the composition of the net credit card margin. This margin corresponds to the result of the sum of non-interest revenues associated with credit cards (for instance, interchange fees) and interest revenues from revolving, interest bearing installment plans, including Pix credit, and renegotiation balances net of funding costs and credit loss allowance expenses annualized for the first nine months of 2025 and divided by the average monthly outstanding balance of the credit card portfolio during the nine months ended September 30, 2025.

The first chart presents the composition of the net credit margin considering the total credit portfolio. The second and third charts focus on demonstrating the results of our operations considering only unsecured credit cards — i.e, excluding credit cards with piggy banks and investment balances as collateral. The third chart excludes from the composition credit cards associated with consumers within the “small limits” category — i.e, consumers who have received a credit card with a low credit limit and are undergoing an assessment process within their gamification journey (consumers with a higher risk profile and a loss absorption of up to 100%).

Looking at the annualized figures for the first nine months of 2025, our annualized net credit card margin for the unsecured portfolio, excluding the small limits group, was 15.8% of our average portfolio.

Additionally, our annualized return on credit card assets (RCCA), which considers the result of our credit card operations before taxes (defined as the net credit card margin minus direct and operating expenses) divided by the average monthly credit card portfolio, reached 10% in the nine months ended September 30, 2025.

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In turn, the annualized return over allocated capital (ROAC) from our credit card operations, which is composed of the net income (calculated as the result of our credit card operations after taxes) divided by our allocated capital (defined as the product of our minimum total capital ratio (10.5%), the risk weight factor for retail exposures (typically 75%), and our credit risk exposure to credit cards according to the BACEN definition for RWA calculation purposes, which includes committed credit card limits) reached 122% for the nine months ended September 30, 2025.

Annualized Net Credit Card Margin
(%; 9M25)

____________

Notes:

(1) Non interest revenues include card interchange fees, annual fees, foreign-exchange spreads, incentive revenues from card network scheme, and floating income minus sale taxes.

(2) Interest revenues include revolving, interest bearing installment plan, renegotiation, and PicPay Card interest revenues on the digital wallet (“on-us”) minus sale taxes.

(3) Funding cost includes transfer and floating costs.

(4) Losses include the credit loss allowance expenses including renegotiation.

Total Credit Portfolio

As of October 2023, we started to originate loan products through our own balance sheet. Since then, including the effects of the transfer of the Banco Original credit card portfolio, we observed a substantial increase in our credit portfolio (gross consumer loans (before credit loss allowance)), which ended as of September 30, 2025 with R$18.7 billion, an increase of 125% compared to R$8.3 billion as of September 30, 2024. Credit cards represented 40% of our total gross consumer loans (before credit loss allowance), loans to customers represented 60% as of September 30, 2025. In addition, as of September 30, 2025, 44% of our total credit portfolio is related to secured credit products and the remaining 56% is related to unsecured credit products. Total credit portfolio refers to the consumer loans balance from our consolidated financial statements, which includes the balances of both the credit card and loan portfolios.

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The chart below presents the quarterly evolution of our credit portfolio:

Total Credit Portfolio
(R$ million)

We present below the coverage of our credit portfolio regarding Stage 3 balances:

Credit Balance and Provisions for Stage 3
(R$ million, %)

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We present below the evolution of the quarterly equivalent cost of risk rate for each quarter, which is calculated as total credit loss allowance expenses in the quarter divided by the average of the total credit portfolio, and then divided by three. The average of our total credit portfolio is the sum of our credit portfolio on the quarter-end date of the immediately prior quarter and our credit portfolio on the quarter-end date of the current quarter.

Quarterly Cost of Risk
(%)

Below, we present the coverage of our total credit portfolio, which is defined as our total credit loss allowance balance divided by our total credit portfolio for the end of each period. As of September 30, 2025, our coverage reached 12.8% compared to 5.0% as of September 30, 2024. The increase over the last twelve months can be mainly explained by the growth and aging of our credit portfolio, as some credits migrated into stages 2 and 3, which require higher provisions.

Provision over the total credit portfolio
(%)

Below is the evolution of the NPL over 90 days past due of our credit portfolio. As of September 30, 2025, our NPL reached 6.2% of the total credit portfolio.

NPL over 90 days past due
(%)

Our NPL over 90 days past due is calculated as the balance overdue by more than 90 days divided by our total loan portfolio. When our portfolio grows quickly, this indicator might seem to “improve,” even if the total amount of late loans rises. This is simply a mathematical dilution effect, not an operational improvement.

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In our case, with the current cycle of accelerated origination, this effect becomes even more pronounced: the NPL remains artificially below its natural maturity level for a longer period and increases only gradually as our portfolio ages (without indicating any actual decline in credit quality).

Simple example:

• Quarter 1: NPL over 90 days past due reaches R$100 and the total credit portfolio reaches R$1,000. Therefore, the NPL over 90 days past due as a percentage of the credit portfolio reaches 10%.

• Quarter 2: NPL over 90 days past due rises to R$150 and the credit portfolio doubles to R$2,000, the NPL drops to 7.5%.

In this example, the overdue amount increased, but the indicator decreased, which indicates dilution.

In addition, comparisons with other players require caution, since there are practices that may distort the NPL and affect comparability, such as the following:

1. More aggressive write-offs: institutions that write off loans earlier reduce the NPL “on paper,” even though the loss has effectively occurred.

2. Renegotiations: renegotiated loans may temporarily exit the NPL over 90 days past due balance, even when they remain high-risk.

Each institution applies its own “cure” criteria, creating meaningful asymmetries.

This is why we also look at the “Stage 3 Formation Rate”, which shows the new contracts entering default during the quarter, capturing early signs of deterioration before they show up in the NPL over 90 days past due. We believe it is a cleaner and more forward-looking indicator to anticipate changes in portfolio quality.

Stage 3 Formation Rate(1)
(%)

____________

(1) The stage 3 formation rate is calculated considering the stage 3 balance in the end of each period minus the stage 3 balance in the immediately previous period plus write-off migration and reversal due to liquidation.

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Our margin from credit products totaled R$1,252.7 million in the three months ended September 30, 2025, an increase of 114.4%, compared to R$584.3 million in the three months ended September 30, 2024. We calculate margin from credit products as the sum of total revenue from services and financial income from our credit operations (cards and loans) minus cost of funding from these products. Our margin from credit products after losses was R$621.6 million in the three months ended September 30, 2025, an increase of 57.8% compared to R$394.0 million in the three months ended September 30, 2024. We calculate margin from credit products after losses as margin from credit products minus credit loss allowance expenses. Loss absorption, which is calculated as credit loss allowance expenses divided by the margin from credit products, totaled 50% in the three months ended September 30, 2025.

Margin from Credit Products

(R$ million)

Margin from Credit Products After Losses

(R$ million)

____________

(1) Loss Absorption ratio, which is calculated as the credit loss allowance expenses divided by the total revenues earned from credit products (including non-interest revenues such as loan insurance commissions and interchange fees from credit card transactions).

Insurance

We distribute a wide range of insurance products through strategic partnerships with trusted third-party insurers. On September 19, 2025, we entered into an equity purchase agreement for the acquisition of Kovr, which is a full-service digital insurance company that offers services for multiple partners. Currently, we distribute digital wallet insurance, mobile insurance, property insurance, home assistance, auto repairs assistance and car insurance deductible coverage from Kovr, and we receive a commission on insurances sold in our app. Once this transaction (which is conditioned on the approval of CADE and SUSEP) is complete, PicPay will consolidate full financial results related to Kovr’s products, as well as other types of products such as private pensions.

Additionally, we also distribute insurance for Pix transactions (including those funded from other bank accounts), life insurance, health assistance, personal loan and BNPL insurance, public payroll loan insurance, private payroll loan insurance, public payroll loan (available margin insurance), income loss insurance (FGTS) and credit card invoice insurance from other partners in our app.

As a result of our advantageous position as one of the largest digital financial product distributors in Brazil, we reached 7.8 million active policies as of September 30, 2025.

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The chart below presents the evolution of our insurance policies compared to Nubank based on their public filing:

Active Insurance Policies
(in millions)

____________

Source: Company’s figures and data provided by digital banks in their respective quarterly earnings reports.

Financial Services Monetization Model

We monetize our financial marketplace through:

• interchange and late fees and interest paid on our cards;

• distribution and success fees from credit origination through third-party partners;

• interest income from proprietary credit origination; and

• fees from the distribution of other financial products, such as insurance and CDBs from third-party financial institutions through our PicPay Invest platform.

Business Ecosystem Operating Highlights

Acquiring & Banking

To strengthen our two-sided platform, we introduced key projects in 2023 targeted at our business customers. This initiative began with the complete migration of our own merchant acquiring platform, enabling us to operate as a full merchant acquirer to capture, process and settle all card transactions effected in-app. This migration eliminated our reliance on other acquirers and has enabled us to mitigate certain upfront costs, such as the merchant discount rates charged by acquirers, generating cost efficiencies and gross margin gains.

As of September 30, 2025, approximately 812,000 active businesses accepted PicPay’s payment network. Our total TPV related to our business ecosystem, or “SMB TPV,” considers payment volume from QR Code and e-wallet transactions, Pix transactions received and made by businesses in our app, as well as all payment volume transacted with third-party credit cards on the PicPay app (mainly P2P, Pix and bill payments), which are processed by our merchant acquiring platform. SMB TPV is an essential measure of the value of payments successfully processed through our merchant acquiring platform as well as the volume captured through other PicPay payment solutions for businesses, such as QR Code, e-wallet and Pix. SMB TPV was R$9.8 billion during the three months ended September 30, 2025,

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an increase of 43% compared to the corresponding period in 2024. For the nine months ended September 30, 2025, our SMB TPV totaled R$28.8 billion, an increase of 52% compared to the previous year. For the year ended December 31, 2024, SMB TPV was R$27.1 billion, an increase of 15% compared to the year ended December 31, 2023.

SMB TPV
(R$ million)

The average quarterly net revenue per active business was R$430.3 in the three months ended September 30, 2025, compared to R$397.5 in the three months ended September 30, 2024, an increase of 8% year over year, as a result of the increased number of individuals using PicPay to make payments to small and medium-sized businesses, as well as the increase of banking services offered to entrepreneurs. Our average cost of acquiring a new merchant, which considers expenses from our sales team, inside sales (onboarding of new digital sellers through sales conducted via call center), messaging and performance media, was R$74.3 per small and medium-sized businesses in the three months ended September 30, 2025, compared to R$180.2 per new merchant in the three months ended September 30, 2024, a decrease of 59% as a result of lower expenses with media performance during the last twelve months.

We believe we can continue to grow our SMB TPV given our multi-pronged go-to-market strategy which includes improving the consumer experience using our e-wallet and expanding our partnerships with online sellers and platforms and increasing our market share through the acquisition of online and offline services to offer a broader range of products (including existing products such as QR Code and Pix). Another key strategy is to leverage our two-sided ecosystem by connecting our 42 million active consumers to both online and offline sellers, taking advantage of our knowledge of their transactional behavior and geolocation as well as AI to target and offer optimized promotions and campaigns.

We monetize our small and medium-sized businesses ecosystem by charging a merchant discount rate (MDR) to SMBs who accept our payments solutions, and we also generate revenue from terminal rental fees and other service charges related to payments acceptance. Additionally, we monetize through interest rates charged over prepayment of receivables and from other credit products such as unsecured and secured loans, credit cards. Finally, we also generate floating revenues from our SMB accounts.

Audiences and Ecosystem Integration

We remain focused on our advantages as a unique dual-sided ecosystem anchored on two pillars: (i) monetization of our audiences by leveraging both our consumers’ and merchants’ customer bases with products and solutions, such as our PicPay Ads, allowing brands and companies to benefit from our huge audience in app and promote their products and services, as well as offering a miscellaneous of non-financial products, such as mobile top-ups, digital goods, in-app game and gift cards, and (ii) ecosystem engagement through a platform that allows online merchants to sell their products and services to more than 42 million quarterly active consumers through PicPay Shop. With

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this integration, we enable multiple benefits for affiliated merchants, such as customer acquisition, engagement of customers through merchant-funded discounts and cashback, and the opportunity for PicPay to cross-sell its own credit and payment acceptance products, such as credit cards, buy-now-pay-later, insurance, as well as our online checkout.

We monetize PicPay Ads by charging an impression fee for sellers and PicPay Shop by charging take rates from online sellers to accept in-app purchases from our consumers.

Consolidated Financial Highlights

Our total revenue and financial income for the three months ended September 30, 2025 totaled R$2,731 million, an increase of 94% compared to R$1,410 million for the three months ended September 30, 2024 and an increase of 11% compared to R$2,469 million for the three months ended June 30, 2025. For the nine months ended September 30, 2025, our total revenue and financial income was R$7,264 million, an increase of 92% compared to R$3,784 million for the nine months ended September 30, 2024. For the year ended December 31, 2024, our total revenue and financial income was R$5,570 million, an increase of 61% compared to R$3,459 million for the year ended December 31, 2023. Our total revenue and financial income grew at a CAGR of 69%, from R$1,145 million in 2021 to R$5,570 million in 2024.

Total revenue and financial income
(R$ million)

Additionally, we present below an evolution of our revenue mix on a quarterly basis considering: (i) interest revenues coming from our credit operations divided by revenues generating from our unsecured credit portfolio (“Unsecured Credit Products”) and our secured credit portfolio (“Secured Credit Products”); (ii) revenues from our operations linked to our transactional activities, also including the distribution of products and services in our platform, as well as financial income from third-party credit cards used by our consumers to conduct transactions in our ecosystem (“Fees, Commissions and Other Services”); and (iii) the difference between the sum of “Unsecured Credit Products”, “Secured Credit Products”, and “Fees, Commissions and Other Services” to our total net revenue and financial income (“Float”).

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Revenues coming from our credit operations represented 50% (“Unsecured Credit Products” and “Secured Credit Products” revenues) from our total net revenue and financial income in the three months ended September 30, 2025. Although credit already represents more than half of our revenue mix, our exposure to unsecured credit lines represents 33% of our total net revenue and financial income, while the remaining 67% comes from products and services that are free of default risk.

Quarterly Revenue Mix
(% from the total revenue and financial income)

____________

Notes:

(1) “Unsecured Credit Products” includes interest revenues from the unsecured credit portfolio (personal loans and credit cards).

(2) “Secured Credit Products” includes interest revenues from the secured credit portfolio (FGTS loans and payroll loans).

(3) “Fees, Commissions, and Other Services” includes total net revenue from transaction activities and other services, as well as financial income originating from the prepayment of third-party credit card transactions conducted by our consumers in the ecosystem.

(4) “Float” is calculated as the difference between total revenue and the sum of secured credit products, unsecured credit products and fees, commissions and other services.

Adjusted Gross Profit totaled R$941 million for the three months ended September 30, 2025, an increase of 27% compared to R$739 million for the three months ended September 30, 2024 and an increase of 11% compared to the three months ended June 30, 2025. For the nine months ended September 30, 2025, our Adjusted Gross Profit totaled R$2,545 million, representing an increase of 26%, from R$2,019 million for the nine months ended September 30, 2024. For the year ended December 31, 2024, our Adjusted Gross Profit totaled R$2,751 million, an increase of 53% compared to R$1,793 million for the year ended December 31, 2023. Such an increase was mainly due to the expansion of our total revenues and financial income, offsetting the increase in financial expenses and costs related to transactions activities in the period. Adjusted Gross Profit is not a measure under IFRS Accounting Standards

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and should not be considered as a substitute for profit (loss) for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards. For a reconciliation of Adjusted Gross Profit to profit (loss) for the period/year before income taxes, see “Summary Financial and Other Information — Other Financial Data.”

Adjusted Gross Profit
(R$ million)

____________

Note:

(1) We calculate Adjusted Gross Profit for the three months ended June 30, 2025, as our Profit before income taxes in the amount of R$106 million, adjusted to exclude the following items of income and expense which are not variable expenses that fluctuate with payment and lending volume levels and with the sale of our products and services: (i) technology expenses in the amount of R$125 million; (ii) marketing expenses in the amount of R$98 million; (iii) personnel expenses in the amount of R$325 million; (iv) administrative expenses in the amount of R$99 million; (v) depreciation and amortization in the amount of R$107 million; (vi) other expenses in the amount of R$10 million; and (vii) other income in the amount of R$26 million.

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For the three months ended September 30, 2025, our profit before income taxes was R$168 million, compared to R$123 million for the three months ended September 30, 2024, representing an increase of 37%. There was an increase of 58% compared to the three months ended June 30, 2025. For the nine months ended September 30, 2025, our profit before income taxes was R$351 million, an increase of 24% compared to R$283 million for the nine months ended September 30, 2024. For the year ended December 31, 2024, our profit before income taxes was R$346 million compared to R$2 million for the year ended December 31, 2023.

Profit before income taxes
(R$ million)

Our profit for the period was R$105 million for the three months ended September 30, 2025, representing a slight decrease of 4% compared to R$110 million for the three months ended September 30, 2024. There was a decrease of 12% compared to the three months ended June 30, 2025. Such decrease was mainly due to the higher interest rates and other financial expenses during the period, reflecting the increase of our funding activities. Additionally, our profit for the period was also impacted by higher credit loss allowance expenses due to the growth and aging of our credit portfolio, as some credits migrated into stages 2 and 3, which require higher provisions, as well by higher

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administrative expenses for the three months ended September 30, 2025. For the nine months ended September 30, 2025, our profit for the period was R$314 million, an increase of 82% compared to R$172 million for the nine months ended September 30, 2024. For the year ended December 31, 2024, profit for the year was R$252 million, an increase of 581% compared to R$37 million for the year ended December 31, 2023.

Profit (loss) for the period/year
(R$ million)

Net Interest Income (NII), Net Interest Margin After Losses (NIMAL) and Quarterly Annualized Net Interest Margin (QANIM)

Net Interest Income (NII) reached R$1,277 million in the three months ended September 30, 2025, an increase of 88% compared to R$677 million in the three months ended September 30, 2024. In addition, in comparison with the three months ended June 30, 2025, it is essentially stable. Moreover, our Net Interest Margin After Losses (NIMAL) reached R$643 million during the three months ended September 30, 2025, an increase of 32% compared to the three months ended September 30, 2024 and a decrease of 3% compared to the three months ended June 30, 2025.

For the nine months ended September 30, 2025, our NII totaled R$3.5 billion, an increase of 95% compared to the nine months ended September 30, 2024. Our NIMAL for the nine months ended September 30, 2025, totaled R$1,728 million, representing an increase of 26% compared to the same period of the previous year.

For the year ended December 31, 2024, our NII totaled R$2.6 billion, which is 120% higher compared to 2023. The NIMAL reached R$1.7 billion in the twelve months ended December 31, 2024, an increase of 47% compared to 2023. Our quarterly annualized net interest margin (QANIM) reached 19.5% for the three months ended September 30, 2025.

Net Interest Income (NII), Net Interest Margin After Losses (NIMAL) and Quarterly Annualized Net Interest Margin (QANIM) are not measures under IFRS Accounting Standards and should not be considered as substitutes for financial income or any other measure of operating performance determined in accordance with IFRS Accounting

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Standards. For a reconciliation of Net Interest Income (NII) and Net Interest Margin After Losses (NIMAL) to profit before income taxes and of Quarterly Annualized Net Interest Margin (QANIM) to financial income, see “Summary Financial and Other Information—Other Financial Data.”

Net Interest Income (NII)(1)

(R$ millions)

Net Interest Margin After Losses (NIMAL)(2)

(R$ millions)

____________

Notes:

(1) We calculate Net Interest Income (NII) for the three months ended June 30, 2025 as financial income in the amount of R$2,131 million minus interest and other financial expenses in the amount of R$851 million.

(2) We calculate Net Interest Income After Losses (NIMAL) for the three months ended June 30, 2025 as Net Interest Income (NII) in the amount of R$1,280 million minus credit loss allowance expenses in the amount of R$615 million.

For the three months ended September 30, 2025, our Efficiency Ratio reached 53.8%, a decrease of 16.9 p.p. when compared to 70.7% reached in the three months ended September 30, 2024 and a decrease of 2.4 p.p. when compared to the three months ended June 30, 2025. For the nine months ended September 30, 2025, our Efficiency Ratio reached 56.9%, a decrease of 19.0 p.p. compared to 75.9% reached in the nine months ended September 30, 2024. For the year ended December 31, 2024, our Efficiency Ratio reached 70.8%, representing a decrease of 28.5 p.p. compared to the previous year.

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Efficiency Ratio is not a measure under IFRS Accounting Standards and should not be considered a substitute for any other measure of operating performance determined in accordance with IFRS Accounting Standards. For a reconciliation of Efficiency Ratio see “Summary Financial and Other Information — Other Financial Data.”

Efficiency Ratio
(%)

____________

Note:

(1) We calculate efficiency ratio for the three months ended June 30, 2025 as the sum of transaction expenses in the amount of R$158.1 million plus technology expenses in the amount of R$125.1 million plus marketing expenses in the amount of R$98.3 million plus personnel expenses in the amount of R$325.2 million plus administrative expenses in the amount of R$98.9 million plus depreciation and amortization in the amount of R$107.1 million plus other expenses in the amount of R$10.2 million, divided by the sum of net revenue from transaction activities and other services in the amount of R$337.7 million plus financial income in the amount of R$2,130.9 million minus interest and other financial expenses in the amount of R$851.1 million plus other income in the amount of R$26.1 million.

We calculate the last twelve-month (“LTM”) Return on Equity as the profit for the period for the last twelve months divided by the average equity for the period. For the twelve-month period ended September 30, 2025, we consider the sum of profit for the year ended December 31, 2024, plus the nine-month period ended September 30, 2025 minus the nine-month period ended September 30, 2024, divided by the average equity for the period, which consists of the sum of equity as of September 30, 2024 and September 30, 2025, divided by two. For the twelve-month period ended September 30, 2024, we consider the sum of profit for the year ended December 31, 2023, plus the nine-month period ended September 30, 2024 minus the nine-month period ended September 30, 2023, divided by the average equity for the period, which consists of the sum of equity as of September 30, 2023 and September 30, 2024, divided by two.

For the twelve-month period ended September 30, 2025, our Return on Equity was 17.4%, an increase of 3.2 p.p. compared to 14.2% for the twelve-month period ended September 30, 2024. The increase was mainly due to the acceleration of our net revenue and financial income during the period, followed by the growth of our credit activities and its increased penetration in our consumers’ payment journey through our digital wallet, aligned with a low cost to serve during the period.

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Annual Return on Equity and LTM Return on Equity are not measures under IFRS Accounting Standards and should not be considered as substitutes for profit (loss) for the period/year or any other measure of operating performance determined in accordance with IFRS Accounting Standards. For a reconciliation of our Annual Return on Equity and LTM Return on Equity, see “Summary Financial and Other Information — Other Financial Data.”

Annual Return on Equity and LTM Return on Equity
(%)

____________

Note:

9M25 LTM means the twelve-month period ended September 30, 2025. 9M24 LTM means the twelve-month period ended September 30, 2024.

In addition, in the nine months ended September 30, 2025, there was a capital increase of R$803.5 million which impacted our Return on Equity during the period.

Shareholders’ Capital Injection
(R$ million)

Key Business Metrics

The following table sets forth our key business metrics as of and for the periods indicated. We review these key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. In addition, we present these additional business metrics to assist investors in better understanding our business and how it operates. For more information about our key business metrics, see “Presentation of Financial and Other Information — Key Performance Indicators.”

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For more information about specific other operational metrics applicable to our business, see “Our Unit Economics.”

	As of and for the nine months ended September 30,		As of and for the year ended December 31,
	2025	2024	2024	2023
Consolidated
Total accounts (in millions)	65.6	58.7	60.2	52.8
Deposits (R$ million)(1)	26,657	16,616	19,983	13,038
Total payment volume (TPV) (R$ million)(2)	392,456	297,748	421,037	271,164
Total cash-in (R$ million)	344,045	264,346	374,212	238,258
Consumer Banking
Wallet and Banking TPV (R$ million)	355,352	270,882	382,509	241,460
PicPay Card TPV (R$ million)	41,024	26,783	39,227	27,104
Own and Third-Party Loan Originations (R$ million)	7,007	4,808	6,836	2,381
Total Credit Portfolio (R$ million)(3)	18,662	8,290	10,571	575
Small & Medium-Sized Businesses
SMB TPV (R$ million)	28,801	18,972	27,095	23,484

____________

(1) Comprised of the sum of “user balance — payment accounts” and “user balance — CDB” from third-party funds in our consolidated financial statements.

(3) Total credit portfolio refers to the consumer loans balance from our consolidated financial statements, which includes the balances of both the credit card and loan portfolios.

	As of and for the three months ended September 30,		As of and for the year ended December 31,
	2025	2024	2024	2023
Consolidated
Number of quarterly active clients (in millions)	42.1	37.5	39.0	34.6
Quarterly average revenue per quarterly active client (R$)(1)	65.4	38.1	37.9	26.0
Quarterly average cost to serve per quarterly active client (R$)(2)	17.8	16.8	17.3	14.8

____________

(1) Quarterly average revenue per quarterly active client for the three months ended September 30, 2025 and for the three months ended September 30, 2024 is, in each case, the total revenue and financial income in the last three months divided by the average number of quarterly active clients during the period (for the three-month period ended September 30, 2025, the average number of quarterly active clients is defined as the average between the second quarter and third quarter of 2025; for the three-month period ended September 30, 2024, the average quarterly active clients is defined as the average between the second quarter and third quarter of 2024). Quarterly average revenue per quarterly active client for the years ended December 31, 2024 and 2023 is, in each case, the sum of the total revenue and financial income in the last twelve months divided by four and then divided by the average number of quarterly active clients during the period (for the twelve month period ended December 31, 2024, the average number of quarterly active clients is defined as the average between the fourth quarter of 2024 and the fourth quarter of 2023; for the twelve month period ended December 31, 2023, the average number of quarterly active clients is defined as the average between the fourth quarter of 2023 and the fourth quarter of 2022).

(2) Quarterly average cost to serve per quarterly active client for the three months ended September 30, 2025 and for the three months ended September 30, 2024 is, in each case, the sum of the total cost to serve in the referred three months divided by the average number of quarterly active clients considering the number of quarterly active clients at the beginning of the period, and the number of quarterly active clients at the end of the period. For the years ended December 31, 2024 and 2023, we consider the sum of the total cost to serve in the last twelve months divided by four and then divided by the average number of quarterly active clients during the period, considering the number of quarterly active clients on the end date of the prior three-month period and the number of quarterly active clients on the end date of the current three-month period. For 2024, the average quarterly active clients is defined as the average between the fourth quarter of 2024 and the fourth quarter of 2023. For 2023, the average quarterly active clients is defined as the average between the fourth quarter of 2023 and the fourth quarter of 2022.

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Principal Factors Affecting our Financial Condition and Results of Operations

We believe our operating and business performance is driven by various internal and external factors.

The most significant internal factors include:

• our ability to attract and retain active consumers and businesses;

• the adoption of our services, the volume of our ecosystem and the network effect;

• our prices and mix of revenues; and

• our costs and expenses.

The most significant external factors include:

• the Brazilian macroeconomic environment; and

• the Brazilian regulatory environment.

Our ability to attract and retain quarterly active consumers and businesses

Consumers are attracted to our platform by the convenience of financial and non-financial products and services that we offer in our ecosystem. Our consumers are the foundation of our business, and we are focused on growing their numbers and retaining them. Our revenues are driven by the number of consumers who are engaged with our platform, the number of products and services each consumer adopts and the aggregate volume and amount of transactions per consumer across our range of financial and non-financial products and services.

We believe our capacity to connect the demand of over 42 million quarterly active consumers to a diverse range of products and services offered by hundreds of thousands of merchants across various market segments helps to attract and retain retail customers over time. In addition, we offer a wide range of acceptance solutions. From transactions via QR Code and Pix to payment link, e-commerce captured through our online payment checkout (e-wallet) directly integrated with the consumers’ PicPay wallet and point-of-sale terminals owned by third-party merchant acquirer partners, PicPay caters to the needs of diverse businesses.

To further support businesses, our solutions also include banking services and own and third-party loan products, such as prepayment of receivables and working capital loans. These offerings aim to streamline and expand retailers’ businesses, making us an essential partner, especially for micro, small, and medium-sized businesses. With a comprehensive and innovative approach, PicPay positions itself as a key partner for the business ecosystem.

We expect continued growth in quarterly active consumers and businesses driven by the high-quality experiences we provide when they use our products and services, the result of which we believe is high affinity with our brand.

The adoption of our services, the volume of our ecosystem and network effect

We believe that our platform benefits from strong network effects: as more consumers join our app, it becomes more attractive for businesses, and as more businesses join it, the perception of value proposition for consumers increases. This mutually reinforcing dynamic fuels accelerated growth of our consumer and business customer base at low cost and resulting in higher engagement and retention. We believe that the two-sided nature of our ecosystem reinforces the growth of each side of the ecosystem, building a self-sustaining cycle of value for both consumers and businesses, which are drawn to our platform’s convenience. We believe that as more consumers join our platform, more businesses and third-party financial institutions will be incentivized to come onboard, which will attract even more consumers. Furthermore, we believe that our social network drives user engagement by allowing consumers to connect, interact and transact with friends, families and businesses. We believe that this cycle reinforces the flywheel effect: as more consumers join the social network, the network becomes increasingly valuable to participants who are motivated to bring their contacts into the ecosystem.

Our prices and mix of revenues

We believe that we have a diverse product portfolio that we monetize through a variety of fees, commissions, and financial income.

• Consumer Banking Segment: fees and commissions paid by partners that compensate us for the distribution of their products and services through our app, such as loan origination, investments and insurance sales. We also generate interchange revenues from our credit cards. Financial income includes

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interest from our credit card loans, and floating. For the nine months ended September 30, 2025 and the nine months ended September 30, 2024, our Consumer Banking segment accounted for 85.7% and 93.8% of our total revenue and financial income, respectively. For the year ended December 31, 2024 and the year ended December 31, 2023, our Consumer Banking segment accounted for 93.5% and 88.9% of our total revenue and financial income, respectively.

• Small and Medium-Sized Businesses Segment: MDR fees paid by businesses that use PicPay as a payment acceptance method and interchange fees for transactions with our corporate benefits card. Additionally, we generate financial income from floating; and

• Audiences and Ecosystem Integration Segment: commissions paid by partners to compensate us for generating incremental sales for them at PicPay Shop and impression fees for our Ads solution.

• Institutional Segment: revenues, costs and expenses from financial investments and funding activities at the corporate level.

Our fees and commissions are tailored for each type of transaction, taking into consideration the product, the source of funds (i.e. balance held by consumers in their digital wallet or credit card payments), the number and amount of installment payments and other variables.

As part of our business positioning, transactions generate revenue that vary according to the fee percentage applied to the transaction value. Accordingly, our results are affected by our pricing policies, our mix of revenues and transaction volume.

Our Expenses

Through our ecosystem, we are focused on generating high transaction volume with healthy unitary margins. As such, our ability to control our costs and expenses directly affects our results. Our primary expenses are:

• transaction expenses: we incur these non-discretionary expenses in order to provide our products and services. The primary components of our transaction expenses are processing fees, risk prevention services, PicPay Card costs, chargeback, operating losses, and others. We constantly review these expenses in order to identify and capture opportunities to create additional efficiencies;

• interest and other financial expenses: these expenses include advance costs (costs we record when we request the advanced payment of receivables from acquirers discounted to present value); consumer balance remuneration (remuneration we pay to consumers on balances held in their digital wallets or digital piggy banks); CDBs; lease interest (interest we pay on installments under our property rental agreements); taxes on financial transactions; default interest (interest paid on late payments to our suppliers); and bank fees (including transfer fees we pay in connection with payments to our suppliers);

• credit loss allowance expenses: include losses associated with our credits receivable from our customers. We expect our credit losses to fluctuate depending on many factors, including transaction volume and credit limits, macroeconomic conditions, the impact of regulatory changes, and the credit quality of loans receivable. Additionally, credit losses also include reversals of provisions and recoveries, where the customer pays us after the write-off of the receivable;

• technology expenses: we incur technology expenses in connection with the availability of our application. These expenses include software expenses and IT services;

• marketing expenses: We incur marketing expenses in connection with the acquisition, activation, engagement and retention of our consumers and businesses, as well as our efforts to increase both brand awareness and consumer experience for our products and services. Our marketing expenses include advertising, cashback, digital marketing, customer acquisition expenses, and commission expenses;

• personnel expenses: we incur personnel expenses in connection with our business support operations. These expenses include employees’ salaries, benefits, social security charges, and others; and

• administrative expenses: we incur administrative expenses in connection with our business support operations. These expenses generally include administrative expenses, such as third-party services and financial system services, rent, condominium fee and property services, taxes, provisions for contingencies, cost sharing, and others.

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The Brazilian Macroeconomic Environment

We currently operate exclusively in Brazil, which makes our revenue and profitability directly influenced by internal political and economic factors. These factors have an impact on the availability of credit, household disposable income, employment rates, and average wages. Additionally, our results are affected by interest rates and the expansion or contraction of consumer credit, all of which influence the volume and total value of payment transactions. For example, lower interest rates tend to reduce our funding costs, while the decrease in unemployment, combined with economic growth, drives an increase in payment volume. Both our operations and the industry are particularly sensitive to changes in economic conditions.

Brazil is the largest economy in Latin America, as measured by gross domestic product, or “GDP.” The following table sets forth certain data relating to GDP, inflation and interest rates in Brazil and the U.S. dollar/real exchange rate as of the dates and for the years indicated.

Below we present some macroeconomic indicators for the nine months ended September 30, 2025, as well as for the years ended December 31, 2024 and 2023.

	For the nine months ended September 30, 2025		For the year ended December 31,
	For the nine months ended September 30, 2025		2024		2023
Real growth (contraction) in GDP(1)	2.4	%	3.4	%	2.9	%
Inflation (IGP-M)(2)	2.8	%	6.5	%	(3.2	)%
Inflation (IPCA)(3)	5,17	%	4.8	%	4.6	%
Long-term rate – TLP (average)(4)	7.61	%	6.9	%	5.7	%
Interest rate (SELIC)(5)	15.0	%	12.2	%	13.3	%
Period-end exchange rate – reais per US$1.00	R$ 5.32		R$ 6.19		R$ 4.84
Average exchange rate – reais per US$1.00(6)	R$ 5.54		R$ 5.39		R$ 5.00
Appreciation (depreciation) of the real versus US$ in the period/year(7)	(14.1	)%	(21.8	)%	7.2	%

____________

Source: FGV, IBGE, Brazilian Central Bank and Bloomberg.

(1) GDP growth forecast for the full year of 2025 based on data released by the Brazilian Central Bank in the Focus Bulletin published on October 24, 2025.

(2) Inflation (IGP-M) is the general market price index measured by the FGV.

(3) Inflation (IPCA) is a broad consumer price index measured by IBGE. The inflation shown in the table above considers the last 12 months, from October 2024 to September 2025, according to the referenced source.

(4) TLP is the Brazilian long-term rate (average of monthly rates for the period/year) calculated by BNDES.

(5) SELIC (Brazilian Special Clearance and Custody System) is the official interest rate used by the Brazilian Central Bank to conduct monetary policy in Brazil.

(6) Average exchange rate on each business day of the period.

(7) Takes into consideration the U.S. dollar selling exchange rate at closing as reported by the Brazilian Central Bank at the end of the period’s last day and the day immediately prior to the period’s first day.

The Brazilian government has recently adopted expansionary economic policies aimed at stimulating credit and income, requiring the Brazilian Central Bank to maintain a contractionary monetary policy for a fairly prolonged period, given the risks arising from heated demand, even though current inflation data confirm a path of gradual deceleration in core measures. The Brazilian Central Bank continues to follow its guidance of maintaining the stability of the SELIC rate, reaching the rate of 15.00% per annum in July 2025, which has been maintained as recently as December 2025.

With regard to fiscal policy, the Brazilian government has continued to expand access to the Bolsa Família program (a federal direct and indirect cash transfer program that integrates social assistance, health, education, and employment benefits to families living in poverty). In 2024, social spending by the Brazilian federal government increased by 7.8% compared with 2023. In 2025, social spending by the Brazilian federal government is expected to increase by an additional 1.9% compared with 2024, further expanding its share in total government expenditures. In addition, the government approved a tax exemption for salaries up to R$5,000, a measure that is expected to boost consumption in the coming years.

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In the current macroeconomic context, Brazil is maintaining a low level of unemployment, while experiencing a gradual decline in inflation. In addition, Brazil is enjoying stable credit delinquency rates and higher average disposable income. These factors have together driven both credit demand and credit supply, even though interest rates remain high.

Inflation

Inflation has a direct impact on certain contracts entered into with our suppliers. Our primary exposure to inflation arises from payments due under property rental agreements, as well as contracts related to our data analysis platform, data software, and consulting services, which may be indexed to inflation. Inflation rates in Brazil are subject to volatility and are influenced by macroeconomic factors beyond our control. However, historically, inflation adjustments have not had a material impact on the cost of our contracts.

Despite the negative impact on costs and expenses, inflation may positively affect our revenue, as increases in consumer prices tend to raise the aggregate value of payments processed through our platform. In addition, the Brazilian economy has been consolidating a process of gradual deceleration in inflation indices, as a result of the conduct of a contractionary monetary policy over recent years. This movement is expected to extend over the coming periods, with inflation gradually converging toward the 3.0% target set by the CMN.

Interest Rates

Interest rates affect our business through our interest margins, our fee income and our credit losses.

The Copom acknowledged the scenario of a gradual slowdown in economic activity but highlighted that wage-related pressures persist. In this context, the Copom indicated that it will maintain a restrictive monetary policy for an extended period, until risks to the convergence of inflation toward the target are fully mitigated. The Brazilian Central Bank has acted in a cautious manner, reaffirming its commitment to financial stability and to the proper functioning of the national financial system, with a focus on anchoring expectations.

Gross Domestic Product (GDP)

The Brazilian banking sector plays a fundamental role in the country’s economy, especially in the current macroeconomic context. With the resumption of growth, financial institutions have been reporting positive results, highlighting their relevance and adaptability.

The strength of economic activity is evident across various sectors. Agribusiness remains the main driver of growth; however, in recent years — particularly in the post-pandemic period — the services and industrial sectors have been operating above their productive capacities, driven by increased demand.

This environment of economic expansion, combined with a strong labor market and expansionary fiscal policies, has strengthened consumption and stimulated demand for credit, directly benefiting the banking sector.

Accordingly, even amid the restrictive conduct of monetary policy by the Brazilian Central Bank, the outlook for the coming years points to economic growth close to Brazil’s potential GDP, keeping the output gap in positive territory.

Fiscal

Brazil’s fiscal situation in February 2025 reflects significant challenges, marked by persistent deficits and rising debt. In 2024, the consolidated public sector recorded a primary deficit of R$47.6 billion, equivalent to 0.40% of GDP, an improvement compared to the R$249.1 billion deficit (2.28% of GDP) observed in 2023.

To address such challenges, the Brazilian government implemented a new fiscal framework in August 2023, replacing the previous spending cap. Such a new regime limits the growth of public expenditures to 70.00% of the real increase in revenues from the previous year, while also establishing minimum and maximum limits for fiscal spending growth, ranging between 0.60% and 2.50% per year. The goal is to achieve a primary surplus of 0.50% of GDP in 2025 and 1.00% in 2026.

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The composition of Brazil’s public debt has become more sensitive to interest rate fluctuations due to its high dependence on floating-rate bonds. With the increase in the Selic rate as a measure to control inflation, debt servicing costs have risen, intensifying fiscal pressure in line with global fiscal trends. In response, the government announced a fiscal adjustment package aimed at saving R$70 billion in 2025 and 2026, including restrictions on salary increases and benefits.

In summary, Brazil faces a challenging fiscal scenario, characterized by recurring deficits, rising debt, and inflationary pressures. However, fiscal reforms are underway, driven not only by government and market interests but also by public demand. The effectiveness of such measures will depend on their strict implementation and the Brazilian government’s ability to balance fiscal discipline with the need to foster economic growth.

Moreover, with the upcoming election year, the current government’s tendency to meet its established targets is strengthening. This outlook has contributed to a short-term reduction in risk aversion, reflecting increased confidence among economic agents.

Brazilian Regulatory Environment

The regulatory environment for the financial services and payments industry in Brazil has undergone significant change in recent years due to a concerted effort by the Brazilian Central Bank and the Brazilian government to foster innovation and promote open and fair competition. In 2010, the Brazilian Central Bank and the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica — CADE) initiated a series of measures that eliminated exclusivity of certain vendors and opened the market to new entrants. Since then, a new regulatory framework has been developed, such as the means of payments regulation, Open Banking and Pix, the Brazilian Central Bank’s instant payment system. For more information, see “Regulatory Overview.”

In particular, we believe that our results may be positively affected by the enactment of Open Banking regulations, which are expected to facilitate integration between financial market participants (including traditional banks and Fintechs) and facilitate the ability of consumers to obtain financial products.

Acquisitions and New Lines of Business and Other Developments

On January 23, 2023, J&F Participações transferred all of its shares in Liga Invest Distribuidora de Títulos e Valores Mobiliários Ltda., or “Liga Invest,” a brokerage firm and securities dealer, to PicPay Brazil for R$27.4 million. As a result of this transaction, Liga Invest became a wholly-owned subsidiary of PicPay Brazil. On January 24, 2023, PicPay Brazil made a capital contribution of R$25.0 million to Liga Invest in exchange for 25,000,000 common shares of Liga Invest. On May 3, 2023 Liga Invest changed its name to PicPay Invest Distribuidora de Títulos e Valores Mobiliários Ltda.

On February 2, 2023, our subsidiary Guiabolso acquired all of the quotas in BX from BX Business LLC. The purchase price was R$9.5 million with earn-out consideration in an amount equal to 25% of BX’s future net profit for each of the years in the five-year period ending December 31, 2027 up to a maximum amount of R$70.0 million, subject to certain terms and conditions. BX is active in the Brazilian payroll loan market for public sector employees and business process outsourcing for back-office payroll loans. This acquisition helped us to broaden our financial ecosystem by expanding our financial products offering to our consumer base.

Also in February 2023, we entered into the corporate benefits business, which includes offering flexible vouchers (including employee meal and transportation vouchers, among others), payroll advances, balance sharing between PicPay’s consumers and payroll management. Through this new business, PicPay consolidates advantages for both employees and human resources departments on a single platform.

In July 2023, we began consolidating PicPay Invest (formerly Liga Invest), a digital investment platform that was previously controlled by J&F Participações. Through PicPay Invest, we have expanded investment options within our ecosystem to include CDBs, fixed income investments, equity investments and P2B (person to business) initiatives, and we intend to develop and offer additional products over time.

Moreover, PicPay assumed consumer checking accounts, deposits and investment positions previously managed, owned and operated by Banco Original. The decision to assume these operations was made to enable both us and Banco Original to focus on our respective core customer segments while at the same time benefiting from operating and financial synergies in order to increase efficiencies and accelerate the launch of new products and services. These

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operations were transferred to us after the third quarter of 2023. Additionally, in January 2024, the PicPay credit card portfolio was transferred to PicPay from Banco Original and we fully internalized our credit card operations at the start of 2024. For more information, see “Business — Our History — Recent Acquisitions and Corporate Transactions.”

In July 2022, we gave our consumers the ability to hold cryptocurrency assets on our platform. These assets are legally held by a third-party custodian. As of December 31, 2022, consumers held cryptocurrency assets on our platform with a fair value of R$12.7 million (US$2.4 million). In October 2023, we began to wind down our cryptocurrency activities and no longer allow our consumers to deposit new cryptocurrency assets in their wallets. In addition, we required our consumers with existing cryptocurrency balances to transfer their remaining cryptocurrency assets out of our wallet or liquidate their balances by December 11, 2023. However, under a more favorable regulatory environment, in July 2025 we resumed cryptocurrency offers on our platform. Such operations are entirely off-balance sheet and structured under a distribution and commission-based model. Accordingly, we do not hold custody of any cryptocurrencies.

During the second quarter of 2024, PicMarket (a digital B2B marketplace developed by Guiabolso Pagamentos in partnership with JBS S.A.) was transferred to JBS S.A., which is an entity under common control. As of March 20, 2024, the date of the transfer, the asset’s outstanding balance was R$79.5 million. As consideration for the transfer, JBS S.A. forgave the repayment of R$60.0 million advanced to Guiabolso between October 2022 and April 2024 to help finance the project. The loss related to such write-off was registered as “other expenses” in the amount of R$19.5 million in our audited consolidated financial statements in May 2024.

On September 19, 2025, we entered into an equity purchase agreement for the acquisition of shares representing 100% of the total share capital of Kovr Participações S.A. and its subsidiaries (including Kovr Seguradora S.A., Kovr Previdência S.A., and Kovr Capitalização S.A) (collectively “Kovr”) from its controlling shareholders Thiago Coelho Leão de Moura, Eduardo Viegas Silva, Rrennó Participações Ltda. and Renato Agrícola Rennó, and quotas representing 53% of the total share capital of Estrutural from its controlling quotaholders Katia Regina Nigri Zendron Viegas, Marina Peres Leão de Moura, and Sarah Grawer Rennó. We were also granted an option to purchase the remaining 47% of Estrutural’s total share capital. Kovr Participações S.A. is a full-service digital insurance company that offers services for multiple partners, with products such as affinity, surety, life, financial lines, among others. Estrutural is specialized in the operation of major company’s captive insurances. The completion of this transaction is conditioned on the approval of CADE and SUSEP. For additional information, see “Summary — The Kovr Acquisition.”

Business Segments

As of September 30, 2025, our organizational structure has four reportable business segments, as follows:

(1) Consumer Banking. Our Consumer Banking business segment includes revenues generated from transaction services provided when a consumer uses a credit card registered in our app to transfer money or make payments into their digital wallet for use in a variety of transactions, such as a P2P payment (instant payment between two PicPay accounts) or Pix (instant payments to any other wallet or bank account). In addition, our digital wallet also offers bill payment solutions, allowing consumers to pay their bills via bank issued payment slips using their registered credit card or account balances in the app. When the bill is paid through the account balance, we receive commission from the bill issuers. When the bill is paid using a credit card registered on file, we receive a transaction fee on a regular credit card transaction, as well as the commission from the bill issuer, which is recognized when the bill is paid.

Our Consumer Banking business segment also includes:

a. Loans: (i) own loan origination, through which we earn financial income from the interest that we charge on loans; (ii) access to obtain loans from third-party financial institutions. As a bank correspondent, we receive commissions for the distribution of loans in our app. In the event of a default on a loan distributed from a third-party partner, we are not required to return the commission, hence performance obligation is related to facilitating the connection between consumers and the third party partner;

b. Credit cards: we recognize the interchange fee from card transactions once the performance obligation (to approve the transaction and process the payment) is considered to be fulfilled, which is almost immediately following the consumer’s card usage. The interchange fee is calculated as a

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percentage of the transaction amount and is retained from the payments made by us to the acquirer to settle the transaction. Additionally, we recognize financial income from the interest that we charge on revolving and refinanced credit card balances;

c. Investments products: we receive brokerage fees for the distribution of investment products within our PicPay Invest platform; and

d. Insurance products: we receive commissions related to the distribution of insurance products from our partners in our financial marketplace.

(2) Small and Medium-Sized Businesses. We charge a MDR (merchant discount rate) to registered merchants accepting PicPay as a payment network (P2M), through QR Code, Pix, e-wallet or online (e-commerce) checkout. Our performance obligation is to facilitate the transactions by capturing, processing and settling the transactions to merchants. We receive a variable fee based on the number of installments, merchant size and segmentation, which we deduct from the amounts paid to the merchant. Regarding corporate benefits, we receive interchange fees from transactions conducted by our consumers with their corporate benefits cards.

(3) Audiences and Ecosystem Integration. Our Audiences business segment includes commissions received through PicPay Shop (marketplace of non-financial services in app where third-party sellers can sell their products and services to our consumers, including cell phone top-ups, transportation credit, credit on digital platforms, games, clothes, accessories, travel and raffle tickets). We capture a take rate of the gross merchandise volume (GMV) from the third-party sellers, which varies according to the agreement with each seller. We act as an agent in such contracts, offering goods or services of the third-party sellers. Our performance obligation is fulfilled when the consumer uses our app for these transactions and the take-rate is recognized as revenue on that date.

(4) Institutional: Our Institutional business segment includes revenue, costs and expenses from financial investments and funding activities at the corporate level and has the role of managing funding and loans between segments, as well as our cash and liquidity.

Operating business segments are determined based on information reviewed by our board of directors, which is our chief operating decision maker (CODM). The CODM monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.

Components of Our Results of Operations

Total Revenue and Financial Income

Our total revenue and financial income consists of the sum of our net revenues from transaction activities and other services and our financial income, as detailed below:

Net Revenue from Transaction Activities and Other Services

Our net revenue from transaction activities and other services consists of the sum of our revenue from payment transaction activities and other services and revenue from commissions. We generate revenue from various transaction-related activities that take place on our platform and that are charged to platform participants, such as our consumers or our business partners. Revenues are recognized net of consumer incentives considered component of revenues and sales taxes, including:

• Taxes on Services (Imposto Sobre Serviço), or “ISS,” is a municipal tax that varies based on the service provided. Our ISS tax liability ranges from between 2% and 5% of our gross revenues;

• Contribution to the Brazilian government’s Social Integration Program (Programa Integração Social), or “PIS”;

• Contribution to the Brazilian government Social Security Program (Contribuição para o Financiamento da Seguridade Social), or “COFINS.”

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Our principal revenue generating products and services are:

• Consumer Banking: Revenues generated from transaction services provided when a consumer uses a credit card registered in the app to transfer money or make payments into their digital wallet for use in a variety of transactions such as a Person-to-Person (“P2P”) payment (instant payment between two PicPay accounts) or Pix (instant payments to any other wallet or bank account). In addition, our digital wallet also offers bill payment solutions, allowing consumers to pay their bills via bank issued payment slips using their registered credit card or account balances in the app. When the bill is paid through the account balance, PicPay receives commission from the bill issuers. When the bill is paid using a credit card registered on file, PicPay receives a transaction fee on a regular credit card transaction, as well as the commission from the bill issuer, which is recognized when the bill is paid.

PicPay’s app gives consumers access to obtain loans from third-party financial institutions. As a bank correspondent, PicPay receives commissions for the distribution of loans in its app. In the event of a default on the loan distributed from a third-party partner, PicPay is not required to return the commission hence performance obligation is related to facilitating the connection between consumers and the third party partner. Regarding credit cards, PicPay recognizes the interchange fee from card transactions once the performance obligation (to approve the transaction and process the payment) is considered fulfilled, which is almost immediately following the consumer’s card usage. The interchange is calculated as a percentage of the transaction amount and is retained from the payments made by PicPay to the acquirer to settle the transaction. Regarding investments, PicPay receives brokerage fees for the distribution of investment products within our PicPay Invest platform. For insurance products, PicPay receives commissions related to the distribution of insurance products from our partners in our financial marketplace.

• Small and Medium-Sized Businesses: PicPay charges a MDR (merchant discount rate) to registered merchants accepting PicPay as a payment network (“P2M”), through QR Code, Pix, e-wallet or online (e-commerce) checkout. PicPay’s performance obligation is to facilitate the transactions by capturing, processing and settling the transactions to merchants. PicPay receives a variable fee based on the number of installments, merchant size and segmentation which it deducts from the amounts paid to the merchant. Regarding corporate benefits, PicPay receives interchange fees from transactions conducted by our consumers with their corporate benefits cards.

• Audiences and Ecosystem Integration: mainly refers to other commissions related to:

• PicPay Shop: marketplace of non-financial services in app where third-party sellers can sell their products and services to our consumers including cell phone top-ups, transportation credit, credit on digital platforms, games, clothes, accessories, travel and raffle tickets. PicPay captures a take rate of the gross merchandise volume (GMV) from the third-party sellers which varies according to the agreement with the seller. We act as an agent in such contracts, offering the goods or services of the third-party sellers. Our performance obligation is fulfilled when the consumer uses our app for these transactions and the take-rate is recognized as revenue on that date.

Financial Income

• Consumer Banking: Revenues from installment payments corresponding to the remuneration we earn on credit card payments made in installments by consumers in the digital wallet. Also considers revenues from interest income generated through financial investments (corresponding primarily to the income we earn on funds invested in government bonds and other short-term investments).

• In addition, it also considers revenues generated from interest income that we earn on consumer loans originated on balance and, own credit cards and revenues from other financial investments.

• Small and Medium-Sized Businesses: Revenues generated from fees that we charge over receivables from credit card transactions accepted by registered merchants.

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The table below summarizes, at a product level, the monetization of our products and services:

Product	What we charge	Who we charge
Bill Payment	Convenience fee over credit card transactions	Paying consumer
	Bank commission	Partner bank
P2P	Convenience fee over credit card transactions	Paying consumer
Pix	Convenience fee over credit card transactions	Paying consumer
International Remittance and Exchange	Commission fee	Partner
BNPL	Convenience fee and installment fee	Paying consumer
Corporate Benefits	Fee over TPV	Partner company
Cash Withdrawal	Fee per transaction	Consumer
PicPay Card	Interchange fee	Receiving merchant
	Interest rates for revolving credit	Consumer
Loans from third-parties	Commission on loan origination plus success fee on each monthly payment	Partner bank
Loans originated through own balance	Interest rates according to consumers’ risk level	Consumer
Insurance	Commission on sale plus on each monthly payment	Partner
Investments	Brokerage fee on each financial operation	Consumer
PicPay Shop	Commission fee	Partner
P2M	MDR over received value	Receiving business
PicPay Ads	Impression fees	Partner

We recognize interest income pursuant to the amortized cost method based on the applicable term and the effective interest rate charged on the principal amount. The effective interest rate corresponds to the rate at which estimated future cash receipts are discounted during the estimated useful life of the financial asset in relation to the net carrying amount of such asset.

Transaction Expenses

Transaction expenses correspond to the expenses we incur to provide our products and services, including direct costs. The primary components of our transaction expenses are:

• Processing Fees: a unitary fee per transaction charged by banks for “cash-in” and “cash-out” transfers (i.e., transfers out of our platform) as well as withdrawals;

• Third-Party Prevention Services: verification and processing expenses we incur in respect of user transactions, such as identity verification and biometry services, among others. These fees are charged on a unitary basis per analysis undertaken;

• PicPay Card Issuance Expenses: credit and prepaid card expenses charged in connection with the issuance of the card and card payments;

• Chargeback: correspond to amounts returned to consumers that successfully dispute charges in their card statements; and

• Operating Losses: correspond to amounts related to expenses generated by events of fraud and/or operating errors.

Interest and Other Financial Expenses

Interest and other financial expenses include:

• Bank fees: including transfer fees we pay in connection with payments to our suppliers;

• Cost of Funding: including interest expenses paid to consumers who deposit funds in Certificates of Deposit (CDB), which are used to lend money to other consumers in the form of loans. Additionally, it also includes expenses with the Brazilian Credit Guarantee Fund (“FGC”);

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• Derivative instruments; and

• Others: including lease interest from property rental agreements, tax on financial transactions we pay in connection with CDBs before thirty days of maturity, expenses incurred with foreign exchange rate variations and default interest paid on late payments to our suppliers.

Credit Loss Allowance Expenses

Include losses associated with our credits receivable from our customers. We expect our credit losses to fluctuate depending on many factors, including transaction volume and credit limits, macroeconomic conditions, the impact of regulatory changes, and the credit quality of loans receivable. Additionally, credit losses also include reversals of provisions and recoveries, where the customer pays us after the write-off of the receivables.

Technology Expenses

We incur technology expenses in connection with the maintenance and development of our app, data analysis and control, server infrastructure, software licenses, equipment maintenance and provisions.

Marketing Expenses

We incur marketing expenses in connection with the acquisition, activation, engagement and retention of our consumers and businesses, as well as our efforts to increase both brand awareness and consumer experience for our products and services. Our marketing expenses include:

• Advertising: expenses incurred in connection with advertising and TV media, agency fees, search and communication fees;

• Cashback: expenses incurred in connection with promotional programs and sponsorships;

• Digital marketing: including expenses related to sponsorships and marketing campaigns through short message service (SMS);

• Customer acquisition expenses: expenses incurred in connection with performance media (including Google and Facebook) and member-get-member program (paid referral); and

• Commission Expenses: point of sale commissions, point of sale material and consumer relationship expenses.

Personnel Expenses

Our personnel expenses include salaries, benefits, social security charges and other personnel charges incurred in connection with our employees.

Administrative Expenses

We incur administrative expenses in connection with our business support operations. Our administrative expenses include:

• Third-Party Services and Financial System Services: includes cleaning services, call center, financial system services, and consulting expenses;

• Rent, condominium fee, and property services: includes rental and condominium payments, as well as utilities, such as water and energy;

• Taxes: correspond to PIS and COFINS expenses;

• Provisions for contingencies; and

• Others: includes travel and accommodation costs, insurance, storage services and corporate events expenses.

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Results of Operations

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following table sets forth our consolidated statements of profit or loss information for the nine months ended September 30, 2025 and 2024:

	For the nine months ended September 30,
	2025		2024		Variation
	(in millions of R$)				(%)
Net revenue from transaction activities and other services	1,295.1		1,005.1		28.9	%
Financial income	5,968.6		2,778.7		114.8	%
Total revenue and financial income	7,263.8		3,783.8		92.0	%

Transaction expenses	(478.2	)	(356.1	)	34.3	%
Interest and other financial expenses	(2,512.0	)	(1,005.3	)	149.9	%
Total transaction and interest and other financial expenses	(2,990.3	)	(1,361.5	)	119.6	%

Credit loss allowance expenses	(1,728.3	)	(403.5	)	328.3	%
Technology expenses	(367.8	)	(381.6	)	(3.6	)%
Marketing expenses	(347.2	)	(226.5	)	53.3	%
Personnel expenses	(882.0	)	(786.4	)	12.2	%
Administrative expenses	(293.3	)	(173.9	)	68.6	%
Depreciation and amortization	(325.8	)	(207.7	)	56.9	%
Other expenses	(51.9	)	(28.4	)	82.9	%
Other income	73.3		68.8		6.5	%
Profit before income taxes	350.6		283.2		23.8	%
Current income tax and social contribution	(786.9	)	(325.8	)	141.6	%
Deferred income tax and social contribution	750.0		214.5		249.7	%
Profit for the period	313.8		172.0		82.4	%

____________

n.m. = not meaningful.

Net Revenue from Transaction Activities and Other Services by Segment

	For the nine months ended September 30,
	2025	2024	Variation
	(in millions of R$)		(%)
Consumer Banking	984.9	842.7	16.9	%
Small and Medium-Sized Businesses	237.2	98.3	141.2	%
Audiences and Ecosystem Integration	73.0	64.1	13.9	%
Total net revenue from transaction activities and other services	1,295.1	1,005.1	28.9	%

Net revenue from transaction activities and other services increased R$290.0 million, or 28.9%, to R$1,295.1 million in the nine months ended September 30, 2025, from R$1,005.1 million in the nine months ended September 30, 2024. This increase was mainly driven by:

• Small and Medium-Sized Businesses segment: an increase of R$138.9 million, or 141.2%, to R$237.9 million in the nine months ended September 30, 2025, from R$98.3 million in the nine months ended September 30, 2024. This increase was mainly due to a R$118.4 million increase in revenues driven by higher acquiring activities over the past twelve months, mainly due to the growing traction of our acquiring operations with affiliated small and medium-sized businesses through our brick-and-mortar channels, through the use of POS terminals, smart POS, and TEF solutions; and

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• Consumer Banking: an increase of R$142.3 million, or 16.9%, to R$984.9 million in the nine months ended September 30, 2025, from R$842.7 million in the nine months ended September 30, 2024. This increase was mainly as a result of a R$130.5 million, or 187.7%, increase in revenues from commissions related to the distribution of insurance products in our platform.

Financial Income by Segment

	For the nine months ended September 30,
	2025		2024		Variation
	(in millions of R$)				(%)
Consumer Banking	6,253.0		2,967.9		110.7	%
Small and Medium-Sized Businesses	35.3		24.3		45.3	%
Audiences and Ecosystem Integration	3.6		1.4		166.0	%
Institutional	861.9		62.0		1,290.2	%
Subtotal financial income	7,153.9		3,055.6		134.1	%
Inter-segment revenues(1)	(1,185.3	)	(276.9	)	328.0	%
Total Financial Income	5,968.7		2,778.7		121.8	%

____________

(1) Represents eliminations of inter-segment revenue from funding transactions between our Consumer Banking and Institutional segments for R$1,185.3 million for the nine months ended September 30, 2025 and R$276.9 million for the nine months ended September 30, 2024.

Financial income (before eliminations of inter-segment revenue from funding transactions between our Consumer Banking, Small and Medium-Sized Businesses and Institutional segments of R$1,185.3 million and R$276.9 million for the nine months ended September 30, 2025 and September 30, 2024, respectively) in the nine months ended September 30, 2025 increased R$4,098.3 million, or 134.1%, to R$7,153.9 million in the nine months ended September 30, 2025, from R$3,055.6 million in the nine months ended September 30, 2024. This increase was attributable to:

• Consumer Banking segment: an increase of R$3,285.1 million, or 110.7%, in the nine months ended September 30, 2025, to R$6,253.0 million from R$2,967.9 million in the nine months ended September 30, 2024. This increase was mainly due to:

• a R$501.8 million, or 112.3% growth of income from credit cards to R$948.6 million in the nine months ended September 30, 2025, from R$446.8 million in the nine months ended September 30, 2024.

• a R$1,483.4 million, or 206.2%, expansion in interest income related to consumer loans to R$2,202.7 million in the nine months ended September 30, 2025, from R$719.2 million in the nine months ended September 30, 2024;

• the increase in our Consumer Banking segment can also be explained by the change in the nature of income from credit card transactions paid through a single installment, which was previously recorded as net revenue from transaction activities and other services. Between the end of the first quarter and the beginning of the second quarter of 2025, our digital wallet credit card transactions paid through one single installment was transferred to FIDC PicPay I. Accordingly, income from these transactions began to be recognized through the appreciation of the subordinated quota, which is classified as financial income; and

• the higher number of payment transactions conducted by our consumers with a credit card as a source of funds in the digital wallet. Revenues from credit card transactions paid through one or multiple installments increased R$414.8 million, or 43.9%, to R$1,359.3 million in the nine months ended September 30, 2025 from R$944.5 million in the nine months ended September 30, 2024.

• Institutional segment: an increase of R$799.9 million, or 1,290.2%, to R$861.9 million in the nine months ended September 30, 2025 from R$62.0 million in the nine months ended September 30, 2024. This increase was mainly driven by increased treasury activities at the corporate level.

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Transaction Expenses

	For the nine months ended September 30,
	2025		2024		Variation
	(in millions of R$)				(%)
Processing fees	(294.1	)	(180.1	)	63.3	%
Third-party prevention services	(69.8	)	(70.6	)	(1.1	)%
PicPay Card issuance expenses	(77.0	)	(47.0	)	63.6	%
Chargeback	(20.8	)	(35.6	)	(41.5	)%
Operating losses	(16.5	)	(22.8	)	(27.7	)%
Total transaction expenses	(478.2	)	(356.1	)	34.3	%

____________

n.m. = not meaningful.

Transaction expenses increased R$122.1 million, or 34.3%, to R$478.2 million in the nine months ended September 30, 2025, from R$356.1 million in the nine months ended September 30, 2024, primarily due to an increase of R$114.0 million, or 63.3%, in processing fees to R$294.1 million in the nine months ended September 30, 2025 from R$180.1 million in the nine months ended September 30, 2024, mainly due to: (i) a R$97.1 million, or 96.6%, increase in expenses related to card scheme fees from R$100.5 million in the nine months ended September 30, 2024 to R$197.6 million in the nine months ended September 30, 2025.

Interest and Other Financial Expenses

	For the nine months ended September 30,
	2025		2024		Variation
	(in millions of R$)				(%)
Bank fees	(32.3	)	(21.2	)	52.7	%
Cost of funding	(2,217.3	)	(973.3	)	127.8	%
Others	(87.8	)	(10.9	)	709.0	%
Derivative instruments	(174.6	)	—		n.m.
Total interest and other financial expenses	(2,512.0	)	(1,005.3	)	149.9	%

____________

n.m. = not meaningful.

Interest and other financial expenses increased R$1,506.7 million, or 149.9%, to R$2,512.0 million in the nine months ended September 30, 2025 from R$1,005.3 million in the nine months ended September 30, 2024. This increase was mainly due to a R$1,244.0 million, or 127.8%, increase in our cost of funding from R$973.3 million in the nine months ended September 30, 2024 to R$2,217.3 million in the nine months ended September 30, 2025. This increase was mainly attributed to increased funding activities to support the growth of our operations, especially our credit operations, which increased our cost of funding. During the referred period, we have increased our fixed and variable-term CDBs distribution through third-party channels.

In addition, this increase is also due to an increase of R$174.6 million in derivative instruments from R$0 in the nine months ended September 30, 2024, to R$174.6 million in the nine months ended September 30, 2025, mainly due to expenses regarding mark-to-market of swap contracts and mark-to-market of contracts, as a result of the increase of Brazilian tax rate (DI) for the same period. We did not have derivative financial instruments for accounting and economic hedge purposes in the nine months ended September 30, 2024.

Credit Loss Allowance Expenses

	For the nine months ended September 30,
	2025		2024		Variation
	(in millions of R$)				(%)
Credit loss allowance expenses	(1,728.3	)	(403.5	)	328.3	%

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Credit loss allowance expenses increased R$1,324.8 million, or 328.3%, to R$1,728.3 million in the nine months ended September 30, 2025, from R$403.5 million in the nine months ended September 30, 2024. The higher credit loss allowance expenses are mainly explained by the growth and aging of the credit portfolio, as some credits migrated into stages 2 and 3, which require higher provisions.

For more information related to our lending transactions, see “— Consumer Ecosystem Operating and Financial Highlights — Financial Services.” The total expected credit loss (“ECL”) allowance for consumer loans recorded in our statements of financial position were 14.8% of the total receivable balance of our consumer loans as of September 30, 2025. ECL refers to the calculation of all financial assets not held at fair value through profit or loss and is presented in our consolidated statements of financial position as a deduction from the gross carrying amount and recognized as an expense in our statement of profit or loss. ECLs account for forecast elements, such as undrawn limits and macroeconomic conditions that might affect our group’s receivables. For more information regarding ECL calculation and recognition, see note 8.3 to our audited consolidated financial statements included elsewhere in this prospectus.

Technology Expenses

	For the nine months ended September 30,
	2025		2024		Variation
	(in millions of R$)				(%)
Software expenses	(315.0	)	(292.0	)	7.9	%
IT services	(52.7	)	(89.6	)	(41.2	)%
Total technology expenses	(367.7	)	(381.6	)	(3.6	)%

Technology expenses decreased R$13.9 million, or 3.6%, to R$367.7 million in the nine months ended September 30, 2025 from R$381.6 million in the nine months ended September 30, 2024. This decrease was mainly due to a decrease of R$36.9 million, or 41.2%, in information technology services to R$52.7 million in the nine months ended September 30, 2025, from R$89.6 million in the nine months ended September 30, 2024. Such decrease was mainly due to lower expenses related to the maintenance of systems on our app, as a result of the maturity of our data collection and app development.

This decrease was partially offset by an increase of R$23.0 million, or 7.9%, in software expenses to R$315.0 million in the nine months ended September 30, 2025, from R$292.0 million in the nine months ended September 30, 2024. Such increase was mainly attributed to an increase in expenses related to server infrastructure due to infrastructure services contracted under a cloud model and the management of software environments, which includes processing services provided by cloud providers, management of operating systems and virtual servers, monitoring, backup, and security measures applied to the software environment, as well as dynamic allocation of our computing capacity based on application demand.

Marketing Expenses

	For the nine months ended September 30,
	2025		2024		Variation
	(in millions of R$)				(%)
Advertising	(150.6	)	(80.4	)	87.4	%
Cashback	(33.6	)	(25.8	)	30.2	%
Digital marketing	(42.2	)	(25.5	)	65.2	%
Customer acquisition expenses	(118.1	)	(91.2	)	29.6	%
Commission expenses	(2.7	)	(3.6	)	(25.8	)%
Total marketing expenses	(347.2	)	(226.5	)	53.3	%

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Marketing expenses increased R$120.7 million, or 53.3%, to R$347.2 million in the nine months ended September 30, 2025, from R$226.5 million in the nine months ended September 30, 2024. This increase was primarily due to:

• an increase of R$70.2 million, or 87.4%, in advertising expenses to R$150.6 million in the nine months ended September 30, 2025 from R$80.4 million in the nine months ended September 30, 2024 mainly due to higher expenses related to marketing campaigns and communication, which increased R$64.8 million, or 69.3%, to R$158.4 million in the nine months ended September 30, 2025 from R$93.6 million in the nine months ended September 30, 2024; and

• an increase of R$27.0 million, or 29.6%, in customer acquisition expenses to R$118.1 million in the nine months ended September 30, 2025, from R$91.2 million in the nine months ended September 30, 2024. This reflects greater investments in performance media in line with our strategy to strengthen our brand and attract new customers to our platform during the period. Total accounts increased by 12%, totaling 65.6 million as of September 30, 2025, compared to a total of 58.7 million accounts as of September 30, 2024.

Personnel Expenses

	For the nine months ended September 30,
	2025		2024		Variation
	(in millions of R$)				(%)
Salaries	(386.0	)	(345.8	)	11.6	%
Benefits	(272.7	)	(250.1	)	9.1	%
Social security charges	(218.9	)	(189.0	)	15.8	%
Others	(4.3	)	(1.4	)	203.5	%
Total personnel expenses	(882.0	)	(786.4	)	12.2	%

Personnel expenses increased by R$95.6 million, or 12.2%, reaching R$882.0 million in the nine months ended September 30, 2025, compared to R$786.4 million in the same period ended September 30, 2024. This increase was mainly driven by:

• an increase of R$40.2 million, or 11.6%, in salaries to R$386.0 million in the nine months ended September 30, 2025, from R$345.8 million in the nine months ended September 30, 2024. This growth in salary expenses was primarily attributable to our expansion and the need to hire additional personnel; and

• an increase of R$29.9 million, or 15.8%, in social security charges to R$218.9 million in the nine months ended September 30, 2025, from R$189.0 million in the nine months ended September 30, 2024, and an increase in benefits of R$22.6 million, or 9.1%, to R$272.7 million in the nine months ended September 30, 2025, from R$250.1 million in the nine months ended September 30, 2024. This increase is in line with the expansion in our personnel as mentioned above.

Administrative Expenses

	For the nine months ended September 30,
	2025		2024		Variation
	(in millions of R$)				(%)
Third-party services and financial system services	(178.8	)	(87.9	)	103.4	%
Rent, condominium fee, and property services	(25.5	)	(33.7	)	(24.3	)%
Taxes	(2.9	)	(3.2	)	(11.0	)%
Expenses with provisions	(31.8	)	(9.8	)	225.1	%
Others	(54.2	)	(39.3	)	37.9	%
Total administrative expenses	(293.3	)	(173.9	)	68.7	%

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Administrative expenses increased R$119.4 million, or 68.7%, to R$293.3 million in the nine months ended September 30, 2025 from R$173.9 million in the nine months ended September 30, 2024. This increase was mainly due to:

• an increase of R$90.9 million, or 103.4%, in third-party services and financial system services expenses, to R$178.8 million in the nine months ended September 30, 2025 from R$87.9 million in the nine months ended September 30, 2024, mainly due to higher expenses related to our call center and consultancy and advisory services; and

• an increase of R$22.0 million, or 225.1%, in expenses with provisions, to R$31.8 million in the nine months ended September 30, 2025 from R$9.8 million in the nine months ended September 30, 2024. This increase was due to higher expenses related to civil and labor-related contingencies during the period.

Depreciation and Amortization

Our depreciation and amortization increased R$118.1 million, or 56.9%, to R$325.8 million in the nine months ended September 30, 2025 from R$207.7 million in the nine months ended September 30, 2024. This increase was mainly due to increases in amortization expenses related to internally developed software and software licenses.

Income Taxes and Social Contribution

Expenses related to income taxes and social contribution totaled R$36.8 million in the nine months ended September 30, 2025, compared to R$111.2 million for the same period of 2024, representing a decrease of R$74.4 million, or 66.9%. This decrease was mainly driven by the higher utilization of tax incentives under the “Lei do Bem” (Brazilian research and development tax incentive law) during the first nine months of 2025, as well as changes in the mix of earnings across our subsidiaries, which are subject to different tax rates.

Profit for the Period

As a result of the aforementioned, our profit in the nine months ended September 30, 2025 totaled R$313.8 million, as compared to a profit of R$172.0 million in the nine months ended September 30, 2024.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

The following table sets forth our consolidated statement of profit or loss information for the years ended December 31, 2024 and 2023:

	For the year ended December 31,
	2024		2023		Variation
	(in millions of R$)				(%)
Net revenue from transaction activities and other services	1,524.0		1,059.9		43.8	%
Financial income	4,046.1		2,398.7		68.7	%
Total revenue and financial income	5,570.1		3,458.6		61.0	%

Transaction expenses	(493.7	)	(438.5	)	12.6	%
Interest and other financial expenses	(1,438.7	)	(1,212.5	)	18.7	%
Total transaction and interest and other financial expenses	(1,932.3	)	(1,651.0	)	17.0	%

Credit loss allowance expenses	(887.0	)	(14.3	)	6,102.8	%
Technology expenses	(508.6	)	(312.1	)	63.0	%
Marketing expenses	(333.2	)	(312.6	)	6.6	%
Personnel expenses	(1,090.8	)	(879.4	)	24.0	%
Administrative expenses	(234.5	)	(136.7	)	71.5	%
Depreciation and amortization	(292.9	)	(169.8	)	72.5	%

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	For the year ended December 31,
	2024		2023		Variation
	(in millions of R$)				(%)
Other expenses	(33.0	)	(4.6	)	617.4	%
Other income	88.2		23.5		275.3	%
Profit before income taxes	346.0		1.7		89,352.9	%
Current income tax and social contribution	(545.6	)	(50.8	)	n.m.
Deferred income tax and social contribution	451.4		86.5		6,339.4	%
Profit for the year	251.8		37.4		573.3	%

____________

n.m. = not meaningful.

Net Revenue from Transaction Activities and Other Services by segment

	For the year ended December 31,
	2024	2023	Variation
	(in millions of R$)		(%)
Consumer Banking	1,275.8	816.0	56.4	%
Small and Medium-Sized Businesses	164.4	92.0	78.7	%
Audiences and Ecosystem Integration	83.8	76.8	9.1	%
Subtotal net revenue from transaction activities and other services	1,524.0	984.7	54.8	%

Net revenue from transaction activities and other services increased R$539.3 million, or 54.8%, to R$1,524.0 million in the year ended December 31, 2024 from R$984.7 million in the year ended December 31, 2023. This increase was mainly driven by:

• Consumer Banking segment: an increase of R$459.9 million, or 56.4%, to R$1,275.8 million in the year ended December 31, 2024, from R$816.0 million in the year ended December 31, 2023. Such increase was mainly due to:

• an increase of R$323.7 million is attributed to interchange received from transactions conducted by our consumers with our PicPay Card. Such increase can be mainly explained by the beginning of our activities as a card issuer as of January 2024; and

• an increase of R$95.8 million, or 447.6%, associated with the distribution of insurance products in our platform, to R$117.2 million in the year ended December 31, 2024, from R$21.4 million in the year ended December 31, 2023, mainly as a result of the increase of 251.8% in our active insurance products, to 5.1 million as of December 31, 2024, from 1.5 million as of December 31, 2023.

Financial Income by segment

	For the year ended December 31,
	2024	2023	Variation
	(in millions of R$)		(%)
Consumer and Banking	4,386.1	2,198.0	99.5	%
Small and Medium-Sized Businesses	26.1	41.5	(37.2	)%
Audiences and Ecosystem Integration	1.7	10.5	(83.5	)%
Institutional	114.9	156.7	(26.7	)%
Subtotal financial income	4,528.8	2,406.8	88.2	%

____________

n.m. = not meaningful.

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Financial income in the year ended December 31, 2024 increased R$2,122.1 million, or 88.2%, to R$4,528.8 million in the year ended December 31, 2024 from R$2,406.8 million in the year ended December 31, 2023. This increase was attributable to:

• Consumer Banking segment:

• an increase in financial income related to the beginning of the origination of secured and unsecured loans in October 2023, to R$1,239.3 million in the year ended December 31, 2024 compared to R$27.8 million in the year ended December 31, 2023; and

• additionally, the PicPay credit card portfolio was transferred/acquired from Banco Original in January 2024, generating an additional R$687.8 million in financial interest income in the year ended December 31, 2024.

Transaction Expenses

	For the year ended December 31,
	2024		2023		Variation
	(in millions of R$)				(%)
Processing fees	(254.0	)	(246.2	)	3.2	%