SHARE-BASED PAYMENT

32.1Accounting policies

The Company offers share-based compensation plans that may be settled in shares or cash, under which the Company receives services as consideration.

The cost of the instruments is measured based on their fair value at the grant date, or at the date of these financial statements in the case of phantom shares. To determine the fair value of stock options, the Company uses the Black-Scholes model.

The cost of transactions settled with equity securities is recognized in profit or loss under “Salaries and Benefits”, together with corresponding increase in the “Capital reserve” or “Salaries and social charges” liability for phantom shares, over the period in which performance and/or service condition are met.

32.2Compensation plans

The Company has three share-based compensation plans: the Stock Option Plan (“Option Plan”), the Restricted Stock Plan (“RSU”) and the Stock Purchase Plan ("Phantom Shares"). All of them aim to stimulate and promote the alignment of the objectives of the Company, shareholders, management and employees, and mitigate the risks in the generation of value of the Company by the loss of its executives, strengthening their commitment and productivity in the long-term results.

During the first quarter of 2025, the Company approved the creation of the first program under its stock option plan, providing for the grant of up to 250,000,000 shares with a vesting period of up to three years.

During the second quarter of 2025, the Company partially canceled stock options and restricted stock units (RSUs) that had not yet vested.

In accordance with IFRS 2 – Share-based Payment, the Company concluded that, as a result of the cancellation, it was required to accelerate the recognition of the related compensation expense. Accordingly, the remaining amount of previously unrecognized expenses was fully recognized in profit or loss, reflecting the settlement of the Company’s future obligations related to these programs.

The movement of the plans is shown below:


	Number of shares
Description	Stock option plan	RSU	Phantom shares	Total

At December 31, 2023	20,521,684	1,544,065	246,930	22,312,679

Granted	4,200,000	1,007,253	—	5,207,253
Exercised	(3,000)	(608,472)	(18,177)	(629,649)
Canceled	(94,181)	(101,824)	(47,742)	(243,747)
At December 31, 2024	24,624,503	1,841,022	181,011	26,646,536


Exercised	—	(248,045)	—	(248,045)
Canceled	(15,787,673)	(1,057,181)	(82,845)	(16,927,699)
At December 31, 2025	8,836,830	535,796	98,166	9,470,792


	December 31,
Description	2025	2024

Share price (in reais)	0.18	3.54
Weighted average price of the stock option (in reais)	—	5.97
Weighted average price of the phantom shares (in reais)	—	10.35
Option plan cash inflow	—	18
Flat cash inflow of phantom shares	—	188
Total liability related to the phantom shares	—	36
Income tax related to the transfer of RSU	98	1,439
Number of shares equivalent to RSU IR	68,229	167,093

The expenses of share-based compensation plans are shown below:


	Years ended December 31,
Description	2025	2024	2023

Stock option plan	62,030	38,794	61,646
RSU	8,786	6,361	9,093
Phantom shares	(37)	(1,700)	904
	70,779	43,455	71,643

Due to the decrease in the Company’s share price during the year ended December 31, 2025, from R$3.54 (in reais) to R$0.18 (in reais), the estimated liability related to phantom share compensation decreased, resulting in a reversal of expenses recognized in prior periods.

During 2025, the Company did not grant any new awards under its share-based compensation programs, as presented below:


Grant	Exercise price (in R$)	Avarege fair value (in R$)	Volatility		Expected dividend		Average rate of return		Exercise rate per tranche		Remaining term (in years)	Purchasing period up to (years)	Options granted	Outstanding options	Options available

December 11, 2009	3.42	1.93	47.7	%	1.1	%	8.8	%	25.0	%	0.0	4.0	5,032,800	180,870	180,870
March 24, 2011	6.44	4.16	54.8	%	1.1	%	12.0	%	25.0	%	0.0	4.0	1,572,000	84,000	84,000
April 5, 2011	6.44	4.16	54.8	%	1.1	%	12.0	%	25.0	%	0.0	4.0	656,000	6,200	6,200
June 30, 2014	19.15	11.01	40.6	%	1.1	%	12.5	%	25.0	%	0.0	4.0	2,169,122	708,993	708,993
July 1, 2015	14.51	10.82	40.6	%	1.1	%	15.7	%	25.0	%	0.0	4.0	627,810	177,592	177,592
July 1, 2016	14.50	10.14	43.1	%	1.1	%	12.2	%	25.0	%	0.0	4.0	820,250	280,124	280,124
July 6, 2017	22.57	12.82	43.4	%	1.1	%	10.3	%	25.0	%	0.0	4.0	680,467	442,796	442,796
August 8, 2022	11.07	8.10	70.0	%	—	%	13.0	%	25.0	%	0.6	4.0	1,774,418	864,700	864,700
August 8, 2022	11.07	6.40	68.8	%	—	%	13.2	%	33.3	%	0.0	3.0	1,514,999	1,027,448	1,027,448
August 19, 2022	11.07	7.39	67.2	%	—	%	13.6	%	100.0	%	0.0	1.0	4,900,000	4,624,480	4,624,480
August 19, 2022	11.07	11.54	74.6	%	—	%	12.7	%	33.0	%	0.0	5.0	8,900,000	—	—
July 7, 2023	15.60	10.80	75.4	%	—	%	10.5	%	25.0	%	1.5	4.0	1,800,000	439,627	439,627
October 23, 2024	4.04	3.25	73.0	%	—	%	12.9	%	25.0	%	0.0	4.0	2,200,000	—	—
December 14, 2024	4.17	2.16	72.8	%	—	%	14.8	%	25.0	%	0.0	4.0	2,000,000	—	—
													34,647,866	8,836,830	8,836,830

During 2025, the Company did not grant any new awards under its share-based compensation programs, as presented below:


Grant	Exercise rate per tranche		Fair value (in reais)	Remaining term (in years)	Purchasing period up to (years)	Total granted	Total not exercised

July 7, 2021	25.0	%	42.67	0.0	4.0	300,000	—
July 7, 2022	25.0	%	11.72	0.5	4.0	335,593	13,800
July 7, 2022	25.0	%	11.72	0.5	4.0	671,186	38,966
July 7, 2023	25.0	%	19.32	1.5	4.0	500,000	57,774
October 23, 2024	25.0	%	5.48	2.8	4.0	671,502	276,876
December 13, 2024	25.0	%	4.17	2.9	4.0	335,751	148,380
						2,814,032	535,796

32.3.3Phantom shares


Grant	Exercise price (in reais)	Average fair value of option	Volatility		Expected dividend		Average risk-free rate of return	Exercise rate per tranche	Remaining term (in years)	Purchasing period up to (years)	Total granted	Total outstanding	Options available

August 7, 2018	20.43	—	90.8	%	0	%	14.3%	25.0%	0.0	4.0	707,400	53,520	53,520
April 30, 2020	10.35	0.01	90.8	%	0	%	14.3%	33.3%	0.0	3.0	3,250,000	30,696	30,696
April 30, 2020	10.35	0.04	86.7	%	0	%	13.9%	25.0%	0.0	4.0	1,600,000	12,520	12,520
August 17, 2021	33.99	0.01	84.1	%	0	%	13.7%	25.0%	0.0	4.0	580,000	1,430	1,430
											6,137,400	98,166	98,166