AGI Inc 6-K, filed Mar 24, 2026
AGI Inc (AGBK)
About this 6-K
AGI Inc filed this 6-K on March 24, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number: 001-43114
AGI Inc
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
Rua Sergio Fernandes Borges Soares, 1000, Prédio E1
Campinas, SP
13054-709 Brazil
+55 19 3031-4000
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F |
X |
Form 40-F |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Consolidated Financial Statements: As of December 31, 2025, and 2024 with Independent Auditor’s Report |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AGI Inc | |||||
| By: | /s/ Marcello Winnik Dubeux | ||||
| Name: | Marcello Winnik Dubeux | ||||
| Title: | Chief Financial Officer | ||||
Date: March 23, 2026
Consolidated Financial Statements
Agi Financial Holding S.A.
As of December 31, 2025, and 2024
with Independent Auditor’s Report
Index
| 1. General Information | 10 |
| 2. Basis of preparation | 11 |
| 3. Summary of significant accounting policies | 13 |
| 4. Significant accounting judgements, estimates and assumptions | 24 |
| 5. Cash and Cash Equivalents | 26 |
| 6. Financial Instruments | 26 |
| 6.1 Financial assets measured at fair value through profit or loss (FVTPL) | 26 |
| 6.2 Financial Assets Measured at Fair Value Through Other Comprehensive Income (FVTOCI) | 28 |
| 6.3 Financial Assets Measured at Amortized Cost | 29 |
| 6.4 Allowance for Expected Credit Losses expense in the income statement | 33 |
| 6.5 Financial Liabilities Measured at Amortized Cost | 35 |
| 6.6 Derivative Financial Instruments – Hedge | 38 |
| 7. Income Taxes, Social Contribution and Other Taxes | 42 |
| 8. Property and Equipment | 44 |
| 9. Intangible Assets | 46 |
| 10. Leases | 47 |
| 11. Other Assets | 48 |
| 12. Provision for contingencies | 49 |
| 13. Other Liabilities | 51 |
| 14. Obligations related to credits assignments | 51 |
| 15. Equity / net investments | 51 |
| 16. Net Interest Income | 54 |
| 17. Operating Expenses and other Revenues | 55 |
| 18. Other income (expenses), net | 57 |
| 19. Related parties | 57 |
| 20. Non-cash items | 58 |
| 21. Sensitivity analysis | 58 |
| 22. Capital Management | 60 |
| 23. Risk Management and Financial Instruments | 62 |
| 24. Subsequent Events | 63 |
AGI FINANCIAL HOLDING S.A.
Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(In thousands of Brazilian reais - R$, unless otherwise stated)
Consolidated Statement of Financial Position
|
As of December 31,
| |||
| Assets | Note | 2025 | 2024 |
| Cash and balances with banks | 5 |
327,293 |
230,420 |
| Financial assets | 44,360,860 | 27,016,467 | |
| At fair value through profit or loss | 6.1 | 3,102,639 | 1,105,089 |
| At fair value through other comprehensive income | 6.2 | - | 14,394 |
| At amortized cost | 6.3 | 41,258,221 | 25,896,984 |
| Securities | 2,474,971 | 1,904,014 | |
| Debentures | 5,681,078 | 1,392,720 | |
| Compulsory deposits with the Brazilian Central Bank | 660,772 | - | |
| Loans to customers | 34,855,041 | 24,223,629 | |
| (-) Allowance for expected credit loss | 6.4 | (2,413,641) | (1,623,379) |
| Deferred tax assets | 7 | 1,447,319 | 831,698 |
| Property and equipment | 8 | 92,413 | 57,951 |
| Intangible assets | 9 | 182,205 | 199,156 |
| Right-of-use assets | 10 | 211,697 | 223,285 |
| Other assets | 11 | 1,138,798 | 955,984 |
| Total assets | 47,760,585 | 29,514,961 | |
| Liabilities | |||
| Financial liabilities at amortized cost | 6.5 | 31,699,085 | 20,841,533 |
| Deposits | 20,850,682 | 16,576,942 | |
| Funds from acceptances and issuance of securities | 6,170,529 | 3,255,985 | |
| Debt issued and other borrowed funds | 759,339 | 522,282 | |
| Loans and borrowing | 667,089 | 480,103 | |
| Investment securities | - | 6,221 | |
| Debentures (from Repurchase Agreements) | 3,251,446 | - | |
|
Derivatives
|
115,077 | 8,388 | |
| Provision for contingencies | 12 | 310,343 | 301,923 |
| Other liabilities | 13 | 1,330,721 | 965,312 |
| Obligations related to credits assignments | 14 | 10,397,345 | 4,459,629 |
| Lease liabilities | 10 | 248,280 | 254,602 |
| Deferred tax liabilities | 7 | 382,874 | 206,860 |
| Total liabilities |
44,483,725 |
27,038,247 | |
| Equity | |||
| Share capital | 2,622,082 | 1,673,000 | |
| Treasury shares | (1,297) | (1,157) | |
| Reserves | 544,194 | 587,670 | |
| Retained earnings | 115,160 | 52,726 | |
| Other comprehensive income | (3,279) | 49,852 | |
| Attributable to equity holders of the parent |
3,276,860 |
2,362,091 | |
| Non-controlling interests | - | 114,623 | |
|
Total equity
|
15 |
3,276,860 |
2,476,714 |
| Total liabilities and equity |
47,760,585 |
29,514,961 | |
AGI FINANCIAL HOLDING S.A.
Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(In thousands of Brazilian reais - R$, unless otherwise stated)
Consolidated Statement of Income
| Note | 2025 | 2024 | |
| Interest income using the effective interest method | 16 | 9,522,486 | 6,665,322 |
| Interest expense using the effective interest method | 16 | (5,076,172) | (2,770,853) |
| Net interest income | 4,446,314 | 3,894,469 | |
| Gain on financial assets at fair value through profit or loss | 303,219 | 92,112 | |
| Commissions, banking fees and other revenues from services | 17.a | 868,535 | 526,927 |
| Operating income | 5,618,068 | 4,513,508 | |
| (-) Expected credit losses | 6.4 | (1,700,492) | (1,133,711) |
| Personnel expenses | 17.c | (524,674) | (448,865) |
| Selling, general and administrative expenses | 17.b | (1,310,764) | (1,225,837) |
| Tax expenses | 17.d | (503,804) | (429,969) |
| Depreciation and amortization | (201,868) | (164,842) | |
| Operating expenses | (4,241,602) | (3,403,224) | |
| Net operating income | 1,376,466 | 1,110,284 | |
| Loss on derecognition of financial assets | - | (11,723) | |
| Other income (expenses), net | 18 | (39,645) | (57,550) |
| Income before income tax and social contribution | 1,336,821 | 1,041,011 | |
| Current income tax and social contribution | 7 | (700,567) | (433,638) |
| Deferred income tax and social contribution | 7 | 410,359 | 186,983 |
| Net income for the year | 1,046,613 | 794,356 | |
| Attributable to the owners of the parent / Net investment of the parent companies | 1,037,833 | 791,014 | |
| Attributable to non-controlling interests | 8,780 | 3,342 | |
| Basic and diluted earnings per share – R$ | |||
| Common | 15 | 1.23 | 1.00 |
| Preferred | 15 | 1.59 | 1.00 |
AGI FINANCIAL HOLDING S.A.
Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(In thousands of Brazilian reais - R$, unless otherwise stated)
Consolidated Statement of Comprehensive Income
| For the Year Ended December 31, | ||
| 2025 | 2024 | |
| Net income for the year | 1,046,613 | 794,356 |
| Items that may be reclassified to profit or loss | ||
| Change in fair value of debt instruments at FVOCI | - | (11) |
| (-) Tax effect | - | 5 |
| Subtotal | - | (6) |
| Fair value changes in cash flow hedges | (96,602) | 135,050 |
| (-) Tax effect | 43,471 | (60,773) |
| Subtotal | (53,131) | 74,277 |
| Other comprehensive income for the year, net of tax | (53,131) | 74,271 |
| Total comprehensive income | 993,482 | 868,627 |
| Comprehensive income attributable to the equity owners of the parent / Net investment of the parent companies | 984,702 | 862,091 |
| Comprehensive income attributable to non-controlling interests | 8,780 | 6,536 |
AGI FINANCIAL HOLDING S.A.
Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(In thousands of Brazilian reais - R$, unless otherwise stated)
Consolidated Statement of Changes in Equity
| Net investment of the parent | Share capital | Treasury shares | Reserves | Retained earnings | Other Comprehensive income | Total | Non - Controlling Interests | Total equity/ net investment | ||
| December 31, 2023 | 1,308,036 | - | - | - | - | - | 1,308,036 | (2,847) | 1,305,189 | |
| Net income for the period | 545,760 | - | - | - | - | - | 545,760 | 1,194 | 546,954 | |
| Cash flow hedge, net | 32,448 | - | - | - | - | - | 32,448 | - | 32,448 | |
| Capital increase | 102,715 | - | - | - | - | - | 102,715 | - | 102,715 | |
| Dividends | 15.a | (9,950) | - | - | - | - | - | (9,950) | - | (9,950) |
| Pre reorganization | 1,979,009 | - | - | - | - | - | 1,979,009 | (1,653) | 1,977,356 | |
| Change in parent company's net investment | (1,979,009) | 1,054,971 | (36) | 534,229 | 382,589 | 8,029 | 773 | (395) | 378 | |
| Net income for the period | - | - | - | - | 245,254 | - | 245,254 | 2,147 | 247,401 | |
| Usufruct dividends | 15.c | - | - | - | - | (179,794) | - | (179,794) | (179,794) | |
| Reserves | - | 618,029 | (1,121) | (618,029) | - | - | (1,121) | - | (1,121) | |
| Allocation to profit reserves | - | - | - | 680,397 | (680,397) | - | - | - | - | |
| Sale of non-controlling interest | - | - | - | - | 285,074 | - | 285,074 | 114,926 | 400,000 | |
| Net change in fair value of equity instruments at FVOCI | - | - | - | - | - | (6) | (6) | - | (6) | |
| Cash flow hedge, net | - | - | - | - | - | 41,829 | 41,829 | - | 41,829 | |
| Transaction costs on sale of NCI, net | - | - | - | (8,927) | - | - | (8,927) | (402) | (9,329) | |
| December 31, 2024 | - | 1,673,000 | (1,157) | 587,670 | 52,726 | 49,852 | 2,362,091 | 114,623 | 2,476,714 |
AGI FINANCIAL HOLDING S.A.
Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(In thousands of Brazilian reais - R$, unless otherwise stated)
Consolidated Statement of Changes in Equity
| Net investment of the parent | Share capital | Treasury shares | Reserves | Retained earnings | Other Comprehensive income | Total | Non - Controlling Interests | Total equity | ||
| December 31, 2024 | - | 1,673,000 | (1,157) | 587,670 | 52,726 | 49,852 | 2,362,091 | 114,623 | 2,476,714 | |
| Net income for the year | - | - | - | - | 1,037,833 | - | 1,037,833 | 8,780 | 1,046,613 | |
| Cash flow hedge, net | - | - | - | - | - | (53,131) | (53,131) | - | (53,131) | |
| Capital increase | 15.b | - | 929,082 | - | (423,133) | (453,968) | - | 51,981 | - | 51,981 |
| Usufruct dividends | 15.c | - | - | - | - | (237,571) | - | (237,571) | - | (237,571) |
| Treasury shares | - | - | 1,157 | (343) | - | - | 814 | - | 814 | |
| Share issuance costs | - | - | (1,297) | - | - | - | (1,297) | - | (1,297) | |
| Acquisition of non-controlling interest (NCI) | - | - | - | - | (8,819) | - | (8,819) | 1,556 | (7,263) | |
| Change in non-controlling interest | - | 20,000 | - | 380,000 | (275,041) | - | 124,959 | (124,959) | - | |
| December 31, 2025 | - | 2,622,082 | (1,297) | 544,194 | 115,160 | (3,279) | 3,276,859 | - | 3,276,860 |
AGI FINANCIAL HOLDING S.A.
Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(In thousands of Brazilian reais - R$, unless otherwise stated)
Consolidated Statement of Cash Flows
| For the Year Ended December 31, | ||
| 2025 | 2024 | |
| Net income for the year | 1,046,613 | 794,356 |
| Expected credit losses | (1,700,492) | (1,133,711) |
| Depreciation and amortization | 201,868 | 164,842 |
| Provision for contingencies | 192,360 | 233,697 |
| Income tax expenses | 290,208 | 246,655 |
| Interest expense on leases | 32,314 | 33,388 |
| Loss on disposal of property and equipment and intangible assets | 2,058 | 1,885 |
| Interest expense on loans and borrowings | 67,481 | 44,385 |
| Net changes in operating assets and liabilities | ||
| (Increase) / decrease in financial assets measured at FVTOCI | 14,394 | 25,450 |
| (Increase) / decrease in financial assets measured at FVTPL | (2,154,962) | 704,457 |
| (Increase) / decrease in financial assets measured at amortized cost | (14,309,750) | (7,756,931) |
| (Increase) / decrease in other assets | (388,077) | (431,407) |
| Increase in customer demand deposits | 25,593 | 113,549 |
| Increase in debt issued and other borrowed | 82,474 | 158,344 |
| (Increase) / decrease in other liabilities | 3,488,502 | 539,421 |
| (Increase) / decrease in obligations related to credit assignments | 5,937,722 | 2,083,847 |
| Decrease in provisions for contingencies | (183,940) | (164,013) |
| Increase in customer time deposits | 4,248,148 | 3,287,211 |
| (Increase) / decrease in interbank market funds | 2,914,543 | 2,342,292 |
| (Increase) / decrease in derivative instruments | 264,102 | (410,795) |
| Income tax and social contribution paid | (480,781) | (389,883) |
| Net cash flows from (used in) operating activities | (409,622) | 487,039 |
| Investment activities | ||
| Purchase of property and equipment | (52,509) | (26,910) |
| Purchase of intangible assets | (109,877) | (80,889) |
| Net cash used in investing activities | (162,386) | (107,799) |
| Financing Activities | ||
| Sale of non-controlling interest | - | 400,000 |
| Increase in borrowings | 353,904 | 437,780 |
| Payment of borrowings | (247,929) | (5) |
| Payment of principal portion of lease liabilities | (86,097) | (75,870) |
| Payment of usufruct dividends | - | (179,794) |
| Transaction cost on sale of non-controlling interest | - | (9,329) |
| Net cash flows from (used in) financing activities | (19,878) | 572,782 |
| Increase (decrease) in cash and cash equivalents | (552,130) | 952,022 |
| Cash and cash equivalents at beginning of period | 1,405,410 | 453,388 |
| Cash and cash equivalents at end of period | 853,280 | 1,405,410 |
| Increase (decrease) in cash and cash equivalents | (552,130) | 952,022 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) |  |
Notes to the Consolidated Financial Statements
| 1. | General Information |
Agi Financial Holding S.A. (the “Company”) is a privately held financial holding company, headquartered at Rua Sérgio Fernandes Borges Soares, No. 1,000, Building E-1, Industrial District, in the city of Campinas, State of São Paulo, Brazil. The Company was incorporated on January 20, 2020, and is ultimately controlled by Mr. Marciano Testa.
The Agibank Group (“Group”) comprises the consolidation of the Company and its subsidiaries following the corporate reorganization of September 30, 2024 (see Note 2 below), and the combination of the Company and Nuova Holding S.A., with their respective subsidiaries. Following the merger of Nuova Holding S.A. into Banco Agibank S.A. in 2024, Nuova Holding S.A. and its subsidiaries became part of the consolidated group of Agi Financial Holding S.A. (see Note 15 – Equity).
The Group aims to provide a broad financial services platform, including personal credit, payroll loans, credit card and payroll credit card operations, as well as demand and time deposits, investments, insurance, among others.
These combined and consolidated financial statements have been prepared to provide shareholders, management, financial institutions, and potential investors with information regarding the financial position and performance of the entities under common control as of and for the years ended December 31, 2025 and 2024.
The issuance of these financial statements was authorized by the Executive Board on March 23, 2026.
| (a) | Banco Agibank S.A. (“Bank”): |
The Company’s directly held subsidiary, Banco Agibank S.A. ("Agibank" or the "Bank") was established following the transfer of control of Banco Gerador S.A. from its former shareholders to its then-parent company, Agipar Holding S.A., under a purchase and sale agreement and other covenants signed on May 2, 2016. The transaction was approved by the Central Bank of Brazil (BACEN), along with the Bank’s business continuity plan, on July 26, 2016.
On August 16, 2016, Banco Gerador S.A. was renamed Banco Agiplan S.A. Subsequently, on January 10, 2018, the name was changed to Banco Agibank S.A., with BACEN’s approval granted on January 24, 2018.
Agibank operates as a commercial bank, offering personal credit, payroll loans, credit cards, and payroll credit cards, as well as raising demand and time deposits. Since April 5, 2021, the Bank’s headquarters have been located at Rua Sérgio Fernandes Borges Soares, No. 1,000, Building 12 E-1, Industrial District, Campinas, São Paulo.
| (b) | Nuova Holding S.A. and subsidiaries (“Nuova”): |
Nuova was a privately held, non-financial holding company headquartered at Rua Sérgio Fernandes Borges Soares, No. 1,000, Building E-1, Industrial District, in the city of Campinas, State of São Paulo, Brazil. It was incorporated on February 26, 2018, and was directly controlled by Mr. Marciano Testa.
On September 30, 2024, Nuova was merged into Agibank Corretora de Seguros Sociedade Simples Ltda., a subsidiary of the Company which subsequently assumed control of Nuova and its subsidiaries. As a result, these entities became indirect subsidiaries of the Company.
| 9 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Nuova and its subsidiaries are primarily engaged in banking correspondent services, collections, shared administrative services, marketplace operations, advertising, and other related activities.
| 2. | Basis of preparation |
The consolidated financial statements were prepared in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board ("IASB"), and the interpretations of the International Accounting Standards Interpretations Committee ("IFRIC").
The preparation of the financial statements, in accordance with IFRS Accounting Standards, requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues, costs and expenses. Current results could differ from the estimates. The use of judgments or estimates relevant to the financial statements are presented in each note below.
The main accounting policies and criteria adopted in the preparation of the consolidated financial statements as of and for the years ended December 31, 2025 and December 2024 are consistent throughout the periods presented.
Corporate reorganization
On September 30, 2024, Nuova was merged with and into Agibank Corretora de Seguros Sociedade Simples Ltda., a subsidiary of the Company, which subsequently assumed control of Nuova and its subsidiaries—such merger, the Nuova Merger. As a result, these entities became indirect subsidiaries of the Company.
Since the entities within the Group were under common control both prior to and after the Nuova Merger, the corporate reorganization does not qualify as a business combination under IFRS 3 Business Combinations. Under IFRS Accounting Standards there is no specific guidance applicable to business combinations of entities under common control, as IFRS 3 excludes business combinations between such entities from its scope. Due to the lack of specific guidance the Group established an accounting policy as required by IAS 8 — Accounting Policies, Changes in Accounting Estimates and Errors.
As a result, the Group accounted for the corporate reorganization using the predecessor method of accounting by measuring the assets and liabilities of Nuova at their previous carrying amounts, as the entities within the Group are controlled by the same shareholders.
Accordingly, our combined and consolidated financial statements include (i) the consolidated operations of the Company and its subsidiaries as of December 31, 2024 and for the three-month period from October 1, 2024 to December 31, 2024 , and (ii) the combined operations of the Company and Nuova and their respective subsidiaries as of December 31, 2024.
| (a) | Entities included in the combined and consolidated financial statements and consolidation/combination criteria. |
| 10 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
These combined and consolidated financial statements include the following companies, headquartered in Brazil:
| Subsidiaries | 2025 | 2024 |
| Banco Agibank S.A. | 100.00% | 95.70% |
| Agibank Financeira S.A. – Crédito, Financiamento e Investimento | 100.00% | 100.00% |
| Agibank Corretora de Seguros Sociedade Simples Ltda. | 100.00% | 99.00% |
| Telecontato Call Center e Telemarketing Ltda. | 100.00% | 99.40% |
| Hypeflame Tecnologia e Big Data Ltda. | 100.00% | 99.96% |
| Soldi Promotora de Vendas Ltda. | 100.00% | 100.00% |
| Promil Promotora de Vendas Ltda. | 100.00% | 100.00% |
| Agiplan Serviços de Cobrança Ltda. | 100.00% | 98.01% |
| Neo Núcleo de Excelência Operacional Ltda. | 100.00% | 99.00% |
| Agi Marketplace Ltda. | 100.00% | 99.00% |
| A House Agência de Publicidade Ltda. | 100.00% | 99.00% |
| Agi Corretora de Seguros Digital Ltda. | 100.00% | 99.00% |
| Fundo de Investimento em Direitos Creditórios Agibank I (“FIDC”) | 15.45% | - |
| Agibank Asset Management Ltda. | 100.00% | - |
In the combination and consolidation process, all balances and transactions among the entities under common control, including intercompany transactions and balances of their respective subsidiaries, have been eliminated to present a single set of financial statements as if they were a single economic entity.
At the Extraordinary General Meeting held on December 27, 2024, the Bank approved a capital increase of R$400 million through the issuance of 35,165,009 common shares. This capital injection came from Lumina, which became a shareholder of the Bank alongside the Company, resulting in an increase in non-controlling interest in the Group’s consolidated financial statements.
On February 19, 2025, Lumina’s non-controlling interest in the Bank was exchanged for shares in the Company, resulting in a decrease in non-controlling interest in the Group’s consolidated financial statements.
On May 28, 2025, Class A Quotas of the Fundo de Investimento em Direitos Creditórios Agibank I Responsabilidade Limitada (Credit Rights Investment Fund) (“FIDC”) was incorporated and began to be consolidated, as the entity assumes or retains substantially all the risks and rewards associated with its operations, reflecting the control or significant influence exercised.
This conclusion involves significant judgment and is based on the determination that the Group controls the FIDC in accordance with IFRS 10, notwithstanding the absence of a majority of voting rights, as a result of the ownership of 100% of the subordinated equity interests, which absorb first losses and provide exposure to substantially all variable returns, together with substantive decision-making rights over the relevant activities. Based on the FIDC’s governance structure and voting quorum requirements, no other investor is able to unilaterally control or exercise significant influence over the relevant activities of the Fund. The transfer of credit rights does not result in full derecognition, as substantially all risks and rewards are retained; accordingly, the assets remain recognized with corresponding liabilities recorded in accordance with IFRS 9.
| 11 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Within this structure, obligations relating to credit assignment (FIDC) are contractually divided into senior and subordinated quotas. Such obligations arise from the funding arrangements of the credit assignment transactions and reflect the consideration received for transferred credit rights that are not derecognized, with settlement linked to the cash flows generated by the underlying credit portfolios. Subordinated quotas, which absorb first losses and provide exposure to residual returns, are 100% held by the Group and are therefore eliminated in the consolidation process. Accordingly, only senior quotas held by third-party investors remain recognized as liabilities in the consolidated financial statements. Obligations related to senior equity interests and credit assignment arrangements are classified as liabilities, rather than non-controlling interests, because they are redeemable at the option of the holder and convey a contractual obligation to deliver cash, however, such liabilities are presented within “Obligations related to credit assignment” in the note 14.
On August 1, 2025, Banco Agibank established the company Agibank Asset Management Ltda., whose main business activity is the management of securities portfolios, investment funds, and portfolios of securities and financial assets, incorporated either in Brazil or abroad.
On October 1, 2025, Banco Agibank acquired the non-controlling interests in the company’s Agibank Corretora de Seguros Ltda., Telecontato Call Center e Telemarketing Ltda., and Hypeflame Tecnologia e BigData Ltda. Additionally, its wholly-owned subsidiary, Agibank Corretora de Seguros Ltda., acquired equity interests in the companies Agiplan Serviços de Cobrança Ltda., and Neo Núcleo de Excelência Operacional Ltda.
| (b) | Functional and presentation currency |
The financial statements are presented in thousands of Brazilian reais (R$ - BRL), rounded to the nearest thousand, which is the Group’s functional currency.
| (c) | Segment Reporting |
For management purposes, the Bank’s Management has determined that it has only one operating segment related to the banking business. The Bank provides a standardized set of financial products and services exclusively to individuals, mainly focused on credit, including digital accounts, cards, payroll and personal loans, and insurance offered through partners.
All products present similar economic characteristics, are directed to the same type of customer, use integrated distribution channels, and operate under the same regulatory environment. Consequently, the Bank does not manage its activities by business lines, customer categories, products, regions or any other segmentation for purposes of resource allocation or performance assessment.
Accordingly, operating results are monitored and presented to the Chief Operating Decision Maker on a consolidated basis.
No single customer contributed 10% or more to the Agibank Group’s combined or consolidated revenue for the years ended December 31, 2025 and 2024.
| 12 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Most of the Group’s assets are located in Brazil and all of the Group’s revenue is derived from customers located in Brazil.
2.1 Changes in accounting policies and disclosures
2.1.1 New and amended standards
The following amendment to IAS 21 became effective for annual periods beginning on 1 January 2025:
Lack of exchangeability – Amendments to IAS 21
For annual reporting periods beginning on or after 1 January 2025, Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates specifies how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of an entity’s financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows.
This amendment did not have an impact on the Group’s financial statements.
New and amended standards and interpretations that are issued but not yet effective are being assessed by the Group to determine the impact on the consolidated financial statements.
Amendments to the Classification and Measurement of Financial Instruments—Amendments to IFRS 9 and IFRS 7
On 30 May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the Amendments). The Amendments include:
| · | Clarifications of the requirements for recognition and derecognition of financial assets and liabilities |
| · | A clarification that a financial liability is derecognised on the ‘settlement date’ and introduce an accounting policy choice (if specific conditions are met) to derecognise financial liabilities settled using an electronic payment system before the settlement date |
| · | Additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed ▪ Clarifications on what constitute ‘non-recourse features’ and what are the characteristics of contractually linked instruments |
| · | The introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI). |
The Amendments are effective for annual periods starting on or after 1 January 2026.
With respect to the amendments on the derecognition of financial liabilities that are settled through an electronic payment system, the Group has performed an assessment of all material electronic payment systems used in the various jurisdictions it operates.
The electronic settlement systems used by the Group result in real-time settlement.
The Group has determined that it will not apply the accounting policy option to derecognize financial liabilities prior to the settlement date. In addition, the Group has also reviewed its other payment systems (such as checks, credit cards, and debit cards) and concluded that the recognition and derecognition policies are already in compliance with the amendments.
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Based on the assessments performed, the amendments in these areas are not expected to have a material impact on the financial statements.
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7
In December 2024, the IASB issued Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature dependent Electricity.
The amendments apply only to contracts that reference nature-dependent electricity. The amendments:
Clarify the application of the ‘own-use’ requirements for in-scope contracts
| · | Amend the designation requirements for a hedged item in a cash flow hedging relationship for in-scope contracts |
| · | Add new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows |
The amendments will take effect for annual reporting periods starting on or after 1 January 2026. Early adoption is allowed, but it must be disclosed. The amendments concerning the own-use exception are to be applied retrospectively, while the hedge accounting amendments should be applied prospectively to new hedging relationships designated from the initial application date. Additionally, the IFRS 7 disclosure amendments must be implemented alongside the IFRS 9 amendments. If an entity does not restate comparative information, it cannot present comparative disclosures. The Group expects that the amendments will have no impact on its financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new.
There are specific presentation requirements and options for entities, such as Group, that have specified main business activities (either providing finance to customers or investing in specific type of assets, or both).
The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
The Group is currently working to identify the impacts the standard will have on the primary financial statements and notes to the financial statements. The Group considers its main business activities to include the provision of financing to customers and investing in financial assets. In accordance with IFRS 18, some of the income and expenses related to those activities are classified in the operating category, as an exception to the general requirements that would otherwise have resulted in their classification in the investing or financing categories.
The Group is currently assessing the potential impacts of IFRS 18 – Presentation and Disclosure in Financial Statements on its financial statements and related disclosures. At this stage, the assessment is ongoing and the Group has not yet concluded on the extent of the effects that the new standard may have on the presentation of its financial statements, including the statement of profit or loss and the statement of cash flows. The Group will apply IFRS 18 from its effective date and will update its accounting policies and disclosures as necessary once the evaluation has been completed.
| 3. | Summary of significant accounting policies |
| 3.1 | Financial instruments |
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
| (a) | Initial recognition |
Financial assets or liabilities, except for “Loans and advances to clients” and “Time and Demand deposits” are recognized when the Group becomes a party to the contractual provisions of the instrument, which generally occurs on the trade date.
Loans and advances to clients are recognized when cash is transferred to borrowers.
Time and demand deposits are recognized when clients transfer funds to the Agibank Group.
Initial measurement of financial instruments
Financial instruments are initially measured at their fair value and, except in the case of financial assets or liabilities recorded at fair value through profit or loss, the costs attributable to the transaction are added to, or subtracted from, this value.
| (b) | Classification and measurement of financial instruments |
Financial Instruments, based on the business model used by the Group in managing its instruments and the SPPI (solely payments of principal and interest) Test, are measured: (i) at amortized cost, (ii) at fair value through other comprehensive income (FVTOCI); or (iii) at fair value through profit or loss (FVTPL).
| § | Business model |
The group classifies its financial assets based on the business model used to manage these assets and their contractual terms, being measured (i) at amortized cost, (ii) at fair value through other comprehensive income and (iii) at fair value through profit or loss.
The Group classifies and measures its trading portfolio and derivatives at fair value through profit or loss. The Group may designate instruments at fair value through profit or loss if, by doing so, it eliminates and significantly reduces measurement and recognition inconsistencies.
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Financial liabilities are generally measured at amortized cost, except for derivative liabilities, financial liabilities held for trading, or when the fair value option is applied, which are measured at fair value through profit or loss.
| § | SPPI Test (Solely Payments of Principal and Interest) |
Additionally in the classification process, the Group assesses the contractual terms of financial assets to verify if they have cash flows that represent only payments of principal and interest, meeting the criteria of the SPPI test.
“Principal”, for this test, is defined as the fair value of the financial asset at initial recognition and which may change over its lifetime (for example, if there are payments of principal).
The most significant elements of interest in a basic loan agreement are consideration for the time value of money and credit risk. To apply the SPPI test, the Group makes judgments and considers certain relevant factors, such as the currency in which the financial asset is denominated and the period for which the interest rate is defined.
In contrast, contractual terms that introduce a material exposure to volatility risks in contractual cash flows that are not related to a basic loan agreement do not give rise to cash flows that represent only payments of principal and interest. In these cases, the financial asset is measured at fair value through profit or loss.
Financial instruments at amortized cost
A financial asset that is not designated at fair value through profit or loss upon initial recognition, is measured at amortized cost if both of the following conditions are met:
| § | It is maintained within a business model whose objective is to hold assets to obtain contractual cash flow; and |
| § | The contractual terms of the financial asset represent contractual cash flows that represent solely payments of principal and interest. |
Financial liabilities are classified as subsequently measured at amortized cost, except for financial liabilities at fair value through profit or loss.
Amortized cost is the amount at which a financial asset or financial liability is measured on initial recognition minus the principal repayments plus or minus the accumulated amortization using the effective interest rate method, adjusted for any provision for expected credit losses and/or transaction costs, premiums or discounts.
The effective interest rate is the rate that discounts the estimated future cash payments or receipts over the expected life of the financial asset or financial liability to the gross carrying amount of a financial asset (i.e. its amortized cost before any provision for impairment) or the amortized cost of a financial liability. The calculation does not consider expected credit losses, and includes transaction costs, premiums or discounts and fees or costs, such as origination fees.
Interest income on financial assets measured at amortized cost is included in “Net interest income” using the effective interest rate method.
Financial Instruments Measured at Fair Value Through Profit or Loss (FVTPL)
Items at fair value through profit or loss comprise items held for trading and items irrevocably designated at fair value through profit or loss on initial recognition. A financial asset or liability may be irrevocably designated, as measured at fair value through profit or loss, if it eliminates or significantly reduces a measurement or recognition inconsistency (accounting mismatch) that may result from the measurement of assets or liabilities or the recognition of gains and losses on those assets and liabilities in a different approach. Furthermore, in accordance with IFRS 9, debt instruments whose contractual cash flows do not represent solely payments of principal and interest (SPPI) are required to be measured at fair value through profit or loss.
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Financial instruments measured at fair value through profit or loss are initially recognized at fair value, with transaction-related costs recognized in profit or loss when incurred. Subsequently, these instruments are measured at fair value and any gains or losses are recognized in profit or loss as they are determined.
When a financial asset is measured at fair value, a credit valuation adjustment is included to reflect the credit quality of the counterparty, representing changes in fair value attributable to credit risk.
When financial liability is designated at fair value through profit or loss, the change in fair value attributable to changes in the Group's credit quality is presented in other comprehensive income.
Derivative financial instruments are measured at FVTPL and recorded as financial assets when their fair value is positive and as financial liabilities when their fair value is negative. Derivatives that have guarantees and that are settled daily at their net value through a settlement chamber (for example, futures transactions) are recorded at the amount pending settlement overnight.
As of December 31, 2025, and 2024, the Group had no financial assets or liabilities irrevocably designated as measured at fair value through profit or loss.
Financial Instruments Measured at Fair Value Through Other Comprehensive Income (FVTOCI) - Debt instruments
Debt instruments are instruments that meet the definition of financial liability from the perspective of the issuer, such as loans, government, and private securities. The classification and subsequent measurement of debt instruments depend on the business model to manage the asset and the cash flow characteristics of the asset.
Investments in debt instruments are measured at FVTOCI as follows:
| § | When they have contractual terms that originate cash flows on specific dates, which represent only payments of principal and interest on the outstanding principal balance; and |
| § | When they are maintained in a business model whose objective is achieved both by obtaining contractual cash flows and by selling them. |
These debt instruments are initially recognized at fair value plus directly attributed transaction costs and subsequently measured at fair value. Gains and losses arising from changes in fair value are recorded in other comprehensive income. The result of impairment losses, interest income and foreign exchange gains and losses is recorded in income. Upon settlement of the debt instrument, gains or losses accumulated in other comprehensive income are reclassified to income. The impairment is measured based on the three-year model expected loss stages.
| (c) | Fair value hierarchy |
Financial instruments are measured according to the measurement hierarchy of the fair value described below:
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| § | Level 1: Quoted (unadjusted) market prices in active markets for assets or identical liabilities. They include public securities, shares of listed companies, long/sell, futures and investment fund shares with immediate liquidity. |
| § | Level 2: Evaluation techniques for which the lowest level of information and measurement of fair value is directly or indirectly observable. They include over-the-counter derivatives and investment fund quotas without immediate liquidity. |
| § | Level 3: Evaluation techniques for which the lowest level of information and measurement of fair value is not available. |
The distribution of financial instruments measured at fair value, and the fair value disclosure of financial instruments measured at amortized cost in the hierarchy of measurement is disclosed in notes 6.1, 6.2 and 6.3.
| (d) | Reclassification of financial instruments |
The Group only reclassifies its financial assets after initial recognition, in circumstances in which it acquires, sells or closes a line of business. In such cases, the reclassification takes place from the beginning of the first reporting period after the change. These changes are expected to be infrequent.
The Group did not reclassify any financial assets or liabilities during the years ended December 31, 2025, and 2024.
| (e) | Derecognition of financial assets and liabilities |
Derecognition of financial assets
Financial assets, or a portion thereof, are derecognized when contractual rights to receive the cash flows of the assets have expired or have become uncollectable, or if they have been transferred to third parties, and (i) the Group transfers substantially all the risks and benefits of the property, or (ii) the Group has neither transferred nor substantially retained all the risks and benefits of the asset, but has transferred control of the asset.
The financial asset is also derecognized when overdue by more than 360 days.
Derecognition of financial liabilities
Financial liability is derecognized when the obligation related to that liability is forgiven, cancelled, or expired.
Derecognition due to substantial changes in contractual terms and conditions
The Group derecognizes a financial asset, or a financial liability, when its terms and conditions are renegotiated at such an extension that results in substantially different cash flows. Such exchange or modification is treated as derecognition of the original financial instrument and recognition of a new transaction, with any differences being recognized in the Income Statement, as gains or losses of derecognition.
A newly recognized Financial Asset is classified in Stage 1 for the purpose of measuring its expected losses, unless it is a purchased or originated credit-impaired financial asset.
If the renegotiation does not result in substantially different cash flows, the modification does not lead to a derecognition of the operation.
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| (f) | Credit risk management and allowance for expected credit losses |
Overview of the principles used in determining expected losses
The Group accounts for the allowance for expected loss (EL) for its debt instruments and loans to clients not measured at FVTPL and for the Credit Limits Granted and Not Used, which in this section will all be considered as "financial instruments". Equity instruments are not subject to Allowance for Expected Losses in accordance with IFRS 9.
The allowance is based on the expectation of credit losses arising over the asset life (expected lifetime loss, or “Lifetime EL”), unless there has been no significant increase in credit risk since its origination, in which case the allowance is based on a 12-month loss expectation (“12-month EL”). The 12-month EL represents the expected losses from events of default, the occurrence of which is possible within 12 months from the reporting period.
The Group has established a policy to assess at the end of each reporting period whether the credit risk of a financial instrument has significantly increased since its initial recognition, considering the change in default risk that occurs over the remaining life of the Financial Instrument. Based on the process, the Group distributes its financial instruments in stages, as described below:
| § | Stage 1: when financial instruments are initially recognized, the Group recognizes a 12-month EL-based provision. Stage 1 also includes operations that have improved their credit risks and that have been reclassified to Stage 2. |
| § | Stage 2: when a financial instrument presented a significant increase in credit risk since its origination, the Group registers a provision for Lifetime EL. In stage 2 operations are also included that have improved their credit risks and that have been reclassified from Stage 3. |
| § | Stage 3: financial instruments considered to have recovery problems. The Group registers a provision for Lifetime EL. |
Recoveries of amounts related to previously written-off loan receivables are recognized in the loan portfolio in the statement of financial position with a corresponding credit recognized as “Recoveries” in “Expected credit losses” (ECL) in the statement of income (see Note 6.4). Concurrently, as recovered loans are initially classified as stage 3, a corresponding increase in the Allowance for expected loss in the statement of financial position is recognized in an amount equal to the re-established loan receivable, resulting in a net zero impact on profit or loss.
As a result of this accounting treatment, the impact of recoveries of previously written-off loans and the corresponding increase in expected credit loss provision are presented in the statement of income within the same line-item as the other components of the expected credit losses expense
In accordance with IFRS 7.35F(a), the Group evaluates at each reporting date whether the credit risk of a financial instrument has increased significantly since initial recognition (“SICR”). This assessment combines quantitative indicators, qualitative factors, delinquency backstops, and forward-looking macroeconomic information.
Quantitative assessment
The Group compares the lifetime Probability of Default (‘PD’) at the reporting date with the PD measured at origination (‘PD origination’), which is recorded at initial recognition and remains fixed throughout the life of the instrument. The current PD is recalculated monthly. A significant increase in credit risk is deemed to have occurred when deterioration in the PD exceeds statistically calibrated thresholds derived from backtesting, sensitivity analyses and model performance reviews, as follows:
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| · | PD origination ≤ 5% → SICR if current PD increases by more than 5 percentage points; |
| · | PD origination > 5% and ≤ 20% → SICR if current PD doubles relative to PD origination; |
| · | PD origination > 20% → SICR if current PD increases by more than 20 percentage points. |
These criteria were validated across all homogeneous risk groups and reflect statistically significant credit deterioration.
Qualitative assessment
The Group also considers qualitative indicators of deterioration, including restructuring with economic concessions, adverse payment behavior, or changes in the customer’s financial condition. Renegotiations do not automatically trigger SICR, but the resulting behavioral risk typically increases PD and may lead to Stage 2 classification when thresholds are met.
30-day past-due presumption
Consistent with IFRS 9.B5.5.22, all exposures more than 30 days past due are classified in Stage 2. The Group does not apply rebuttal to this presumption, as historical data demonstrates materially higher default rates for these cases.
Definition of default (Stage 3 criterion)
Default is presumed at more than 90 days past due, or earlier when objective evidence of unlikeliness to pay exists, including customer death without recoverable guarantor, adverse judicial decisions that restrict collection (under Brazilian judicial procedures, certain court orders may limit or suspend recovery actions), or restructuring involving concessions that indicate inability to pay.
Forward-looking information
Forward-looking macroeconomic information is incorporated using historical series obtained from official sources, primarily the Central Bank of Brazil. Variables considered include inflation indices such as “IPCA” and “INPC” (widely used Brazilian consumer price inflation benchmarks), unemployment rates, interest rate conditions, and credit indicators relevant to specific products (e.g., payroll-deductible loans, called “crédito consignado”, a widely used Brazilian loan product where installments are automatically deducted from the borrower’s salary or social security benefits). The Group currently applies a single monitored macroeconomic scenario and periodically reassesses the need for multiple scenarios.
Governance
SICR thresholds are reviewed by the Model Committee and approved by the Executive Risk Committee. Risk models undergo internal independent validation and external validation.
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Calculation of Allowance for Expected Credit Losses
The Group calculates Allowance for Expected Credit Losses based on expected cash shortfalls, discounted at present value. A cash shortfall is the difference between contractual cash flows and the cash flows that the entity expects to receive. Except for revolving credits card balances, the contractual term is the maximum period for which credit losses are determined, unless the Group has a legal right for settlement in advance.
The main elements involved in EL calculation, for which forward-looking information must be considered in the estimation, are:
| § | Probability of Default (PD): estimation of the probability that the counterparty of a financial instrument will default its obligations over the expected life (stage 2 and 3) or over a 12-month period (stage 1). |
| § | Exposure at Default (EAD): is an estimate of the total exposure at the expected future default date. Consider the expected changes to the Financial Instrument after the reporting period, including payments of principal and interest, use of additional limits and interest in unrealized payments. |
| § | Loss Given Default (LGD): estimates the loss in the event of a default occurring. It is based on the difference between the contractual cash flows due and the payments streams that the company expects to receive, including any existing collateral. It is usually expressed as a percentage of EAD. |
The Group calculates the allowance based on the mechanisms described below:
| § | Stage 1: the PD for the 12 months following the reporting date is applied to EAD multiplied by the expected LGD. This calculated cash shortfall is then discounted at present value. |
| § | Stage 2: like that used for Stage 1, but PD and LGD are estimated for the lifetime of the instrument. |
| § | Stage 3: like that used for Stage 2, however the PD is assumed to be 100%. |
Debt instruments measured at FVTOCI
The allowance for expected credit losses on debt instruments measured at fair value through other comprehensive income (FVTOCI) does not reduce the carrying amount of these assets in the statement of financial position, as they continue to be measured at fair value. Instead, the expected credit loss allowance is calculated as if the assets were measured at amortized cost and is recognized in other comprehensive income with a corresponding impact in profit or loss.
The accumulated balances recognized in OCI are transferred to the Income Statement at the time of derecognition of the assets.
Credit limits granted and not used
The Group grants Credit Card Limits and overdraft accounts to its Clients, where the Group has the unilateral right to cancel and/or reduce those limits upon notice. For such, the Group does not limit its EAD to the contractual limit but instead calculates the EL by the Group’s expectation of client behavior throughout the lifetime of its relationship with the Group and its probability of default. Based on experience, the period for which the Group calculates EL for these products is approximately 4 years.
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
For Credit Limits Granted and Not Used, the effective interest rate used to discount the Allowance for EL is based on the average effective interest rate that is expected to be charged over the estimated period of exposure, also considering that a part will be paid in full each month and, consequently, no interest will be charged.
Continuous assessment to identify when a significant increase in credit risk occurred for granted limits is done together and in a manner analogous to the evaluation of increased risk of the product underlying the limit (e.g. risk of exposure to credit assessment on credit card limits).
Expected losses for assets with low credit risk (low default portfolio "LDP")
For financial assets with low credit risk, it is not required to be assessed whether there has been a significant increase in credit risk since initial recognition. Thus, these operations will initially be assigned as Stage 1, and in case of evidence of default, will be automatically migrated to stage 3.
To determine whether the financial instrument has low credit risk, the Group uses their internal credit risk ratings or other methodologies consistent with definition of low credit risk. An independent (rating agencies) investment grade classification and assets with federal authorities are examples of financial instruments that can be considered as low credit risk.
| (g) | Derivatives – Hedge Accounting Instruments |
(i) Usage policy:
The Group contracts hedging instruments to eliminate or reduce risks associated with price fluctuations of certain variables, whose volatility could significantly impact on the Group’s financial position. The policy governing these operations defines the process for hedging cash flow risk and interest rate fluctuations, aiming to ensure adequate liquidity while adhering to the guidelines set forth in the Market Risk Management Regulation and IRRBB (Interest Rate Risk in the Banking Book), which refers to the risk of changes in interest rates affecting the value of a bank's assets and liabilities. The policy also ensures compliance with current risk exposure regulations. All hedge operations are evaluated and approved by the appropriate committee.
(ii) Risk management objectives and strategies:
The allocation of available resources of the Group aims to mitigate exposure to market risk and the possibility of losses resulting from fluctuations in the market values of positions held by a financial institution, as well as its financial margins, including the risks of transactions subject to exchange rate variation, interest rates, indices, stock prices and commodity prices.
(iii) Valuation and measurement criteria, methods, and assumptions used in determining the market value:
The market value of derivative financial instruments is determined based on market reference rates primarily disclosed by B3 S.A. – Brasil, Bolsa, Balcão. The assumptions used to calculate the market value of the hedged items are also based on the reference rates of the derivatives used as hedging instruments, as disclosed by B3.
Cash Flow Hedge
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
The Group participates in operations involving derivative financial instruments, (Cash Flow Hedges), which are intended to reduce its global exposure to risk, as well as to manage the risk exposure of its clients. The derivative financial instruments used are mainly those with high liquidity in the stocks and futures market (B3 S.A. – Brasil, Bolsa, Balcão).
Financial instruments classified in this category are intended to reduce exposure to future changes in inflation rates, which impact the Group's results. The effective portion of the valuations or devaluations of these instruments is recognized in other comprehensive income, net of tax effects, and is only transferred to income in two situations: (i) in case of ineffectiveness of the hedge; or (ii) in the realization of the hedged object. The ineffective portion of the respective hedge is recognized directly in profit or loss.
Fair Value Hedge
As of year-end 2024, the Group had two fair value hedge structures in place. The first hedging relationship covered portions of fixed-rate payroll loan contracts, with interest rate swap contracts as hedging instruments. The second hedging relationship involved a U.S. dollar funding transaction, for which the hedging instrument was also a swap contract.
As of December 31, 2025, the Bank had several hedge structures in place. The cash flow hedges covered post-fixed funding transactions indexed mainly to the CDI rate and to IPCA, with DI futures and swap contracts designated as hedging instruments. The fair value hedges covered portions of fixed-rate payroll loan contracts and foreign-currency funding, for which swap contracts were used as hedging instruments.
Both the hedged financial assets and the related derivative financial instruments are measured at fair value. Gains or losses arising from changes in the fair value of the derivatives are recognized in profit or loss. Simultaneously, any changes in the fair value of the hedged items attributable to the hedged risk are also recognized in profit or loss. Any hedge ineffectiveness is recognized in profit or loss as the difference between the change in fair value of the hedging instrument and the change in fair value of the hedged item attributable to the hedge risk.
| 3.2 | Leases |
Leases are recognized as a right-of-use asset and a corresponding lease liability on the date the leased asset becomes available for use by the Group, initially measured at present value.
Lease liabilities include the net present value of the following lease payments:
| § | Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable. |
| § | Variable lease payments depend on an index or rate. |
| § | Amounts expected to be payable by the Group, under the residual value guarantees. |
| § | The exercise price of purchase options if the Group is reasonably certain to exercise the options. |
| § | Payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate the lease. |
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Lease payments are discounted using the Group’s incremental borrowing rate, which is the rate that the Group would pay on a loan to obtain the funds necessary to acquire an asset of similar value, in a similar economic environment, under equivalent terms and conditions.
Right-of-use assets are measured at cost, according to the following items:
| § | The initial measurement amount of the lease liability. |
| § | Any lease payments made on or before the commencement date, less any lease incentives received. |
| § | Any initial direct costs. |
| § | Restoration costs. |
The Group’s property leases include extension options. These terms are used to maximize operational flexibility in terms of contract management. Extensions options that are probable to be exercised by the Group are considered in the lease term.
Finance costs are recognized in the Income Statement over the lease term using the Group’s incremental borrowing rate. The right-of-use asset is depreciated over the lease term on a straight-line basis.
Payments for short-term leases, defined as those with a lease term of 12 months or less, are recognized as an expense in profit or loss on a straight-line basis.
| 3.3 | Intangible assets |
Intangible assets represent identifiable non-monetary assets (separable from other assets), without physical substance, with finite or indefinite useful lives. Only assets whose cost can be reliably estimated and which the combined entities consider to be probable that will generate future economic benefits are recognized.
Intangible assets are initially recognized at purchase or incurred cost and are subsequently measured less any accumulated amortization and any impairment losses.
Intangible assets with finite useful lives are amortized over those useful lives using methods like those used to depreciate Property and Equipment. Amortization expenses are recognized as “Depreciation and amortization” in the Income Statement. The amortization period intangible assets with finite useful lives are reviewed at the end of each fiscal year.
Intangible assets are considered to have indefinite useful lives when, based on a review of all relevant factors, it is concluded that there is no foreseeable limit to the period for which an asset is expected to generate cash inflows for the Group.
Intangible assets with indefinite useful lives are not amortized, but rather at the end of each annual period, the entity reviews the remaining useful lives of the assets to determine whether they continue to be indefinite and, if this is not the case, the change should be accounted for prospectively.
At least at the end of each year, or when indicators arise, the Group assesses whether there is any indication that intangible assets might be impaired, i.e., whether the carrying amount of an asset exceeds its probable recoverable value. If an impairment loss is identified, the recoverable amount is written down until it reaches the asset’s realizable value (the higher of its fair value, less cost to sell and its value in use).
Internally generated intangible assets
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AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
When an internally generated intangible asset can be recognized, development expenditures are capitalized as Intangible Assets and amortized as “Cost of services” for POS software or as ‘Selling, General and Administrative expenses’ for other intangible assets, in the Combined Income Statements.
Other expenses with projects that are not subject to capitalization are also recognized as Selling, General and Administrative expenses when incurred.
| 3.4 | Property and Equipment |
Property and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method, based on annual rates, which consider the economic useful life of the assets. For the years ended December 31, 2025 and 2024, depreciation of Property and Equipment was carried out as follows:
| § | Improvements and facilities: 10% to 20% per year. |
| § | Furniture and fixtures: 10% per year. |
| § | Equipment and IT equipment: 20% per year. |
| § | Other tangible assets: 10% per year. |
At the end of each year, the Group assesses its Property and Equipment for indications of impairment. If any such indications are identified, the assets are tested to determine whether their carrying amounts are fully recoverable.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the Income Statement when control of the asset is transferred.
| 3.5 | Provision for contingencies |
A provision for contingencies is recognized when: (a) there is a present obligation because of a past event; (b) it is probable that an outflow of funds will be required to settle the obligation; and (c) the amount has been reliably estimated.
The likelihood of loss of judicial/administrative proceedings in which the Group is a party as a defendant is assessed by Management on the probable outcome of lawsuits on the reporting dates. In the case of a series of similar obligations, the likelihood that an outflow will be required to settle them is determined taking into consideration the class of obligations.
Contingent liabilities classified as possible losses are not recognized in the financial statements and are instead only disclosed in the explanatory notes.
Contingent liabilities classified as remote losses are neither recognized nor disclosed.
Contingent assets are not recognized in financial statements since they refer to results that might never be realized. However, when the realization of such gain is virtually certain, then the related asset is no longer a contingent asset, its recognition becomes appropriate. As of December 31, 2025 and 2024, the Group had no contingent assets.
| 3.6 | Income taxes, social contribution and other taxes |
The provision for Corporate Income Tax (IRPJ) is recognized at the statutory rate of 15% on taxable income, plus a 10% surtax on taxable income exceeding BRL 240,000 per year (BRL 20,000 per month). In addition to IRPJ, a Social Contribution on Net Profit (CSLL) is also due by our companies at a rate of 20% for Banco Agibank S.A., 15% for the subsidiary Agibank Financeira – Crédito, Financiamento e Investimento S.A., and 9% for non-financial institution subsidiaries.
| 25 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Deferred tax assets (DTAs) and liabilities (DTLs) are recognized on temporary differences and tax loss carry forwards (IRPJ and CSLL). They are measured at the applicable rates mentioned above. DTAs are realized: (i) through the utilization and/or reversal of the corresponding temporary differences for which they were recognized; and (ii) in the case of tax loss carryforwards, to the extent that the realization of the related tax benefits against future taxable profits is considered probable. Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when current and deferred tax assets and liabilities relate to taxes levied by the same tax authority on the same taxable entity, with the intention to settle the balances on a net basis.
| 3.7 | Revenues |
Revenue from contracts with customers is recognized when control of the services is transferred to the client at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services in the ordinary course of the Group’s business.
Revenue is recognized to the extent that it is probable that economic benefits will be generated for the Group and when it can be reliably measured, regardless of when the payment is received. Revenue is measured based on the fair value of the consideration received.
On revenue earned from brokerage commissions, the Group acts as an agent and recognizes revenue at the net amount that is retained for these arrangements.
| 4. | Significant accounting judgements, estimates and assumptions |
| 4.1 | Impairment losses on financial assets |
Financial assets measured at amortized cost and fair value through other comprehensive income are tested for impairment at the end of each annual reporting period. The carrying amounts of these assets are adjusted by an Allowance for Expected Losses, with a corresponding entry to the Income Statement.
The Group uses a series of forward-looking macroeconomic information in its EL calculation models. The Group carried out historical analyses and identified the main macroeconomic variables affecting credit risk and expected credit losses for each portfolio. The impact of these economic variables on PD was determined using an analysis of statistical regression to understand the changes in impact that these variables have historically in default rates.
In accordance with IFRS 7.35G, Management identified the macroeconomic variables with statistically significant influence on the measurement of impairment, which include: (i) consumer inflation indices (“IPCA” and “INPC”), (ii) the Brazilian unemployment rate, and (iii) product-specific credit indicators provided by Central Bank of Brazil. These variables are incorporated into the PD models through historical regression analyses designed to capture the sensitivity of default rates to macroeconomic conditions.
The Group currently applies a single forward-looking macroeconomic scenario, which is monitored periodically and reflects Management’s best estimate of future economic conditions. Management reassesses, at least annually, whether additional scenarios or probability-weighted outcomes are required based on model performance, portfolio behavior and the volatility of macroeconomic indicators.
| 26 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Economic forecasts, projections and probabilities of occurrence are subject to a high inherent degree of uncertainty and, therefore, the results differ significantly from those projected. The Group considers that these forecasts represent the best estimate of possible outcomes.
| 4.2 | Incremental rate on the lessee’s borrowing cost |
Since the Group’s lease contracts have no identifiable discount rate (implicitly or explicitly), the Group’s incremental borrowing rate is used to calculate the present value of the Lease Liabilities at initial recognition.
Obtaining this rate involves a high degree of judgment, since the credit risk of the Group, the terms of the leases, the nature and quality of the collateral offered, and the economic environment in which each transaction is conducted must be taken into consideration. This process preferably uses readily observable input, based on which the lessee must make the necessary adjustments to obtain its incremental borrowing rate.
The Group applied the practical expedient to determine the incremental rate for a group of contracts, as the effects of its application do not differ materially from the application to individual leases.
The Group criteria regarding the incremental interest rate were:
| § | Risk-free rate: benchmark rate of the market where the Group operates. |
| § | Credit spread: the spread applicable to the most recent borrowings in the same currency. |
To determine the lease term, Management considers all facts and circumstances that create an economic incentive to exercise an extension option or not to exercise a termination option. Extension options (or periods after termination options) are included in the lease term only when there is reasonable certainty that the lease will be extended (or will not be terminated).
| 4.3 | Impairment losses on intangible assets |
The Group tests whether goodwill suffered any impairment on an annual basis on December 31 and when circumstances indicate that the value may be impaired. See note 9.
| 4.4 | Provision for contingencies |
The risk of loss contingency is an estimate that requires material judgment in accounting for and disclosing provisions. Management defines the probability of loss based on the nature of the proceedings, similarity with previous cases, and the complexity of the courts, including the advice of internal and external legal advisors.
| 4.5 | Deferred taxes |
| 27 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Deferred tax assets arise from temporary differences caused mainly by non-deductible provisions. Deferred taxes are recognized to reflect future tax effects attributable to temporary differences between the tax base of assets and liabilities and their corresponding carrying amounts.
The amount of deferred tax assets is reviewed at the end of each reporting period and reduced for the amount that is no longer probable to be realized through future taxable profits. The estimates of the availability of future taxable income against which deductible temporary differences and tax losses may be used to realize deferred tax assets is subject to significant judgement. Additionally, future taxable income may be higher or lower than the estimates considered in determining the deferred tax assets.
| 5. | Cash and Cash Equivalents |
Comprise cash at banks and on hand in national or foreign currency, and investments in interbank deposits, whose maturity of operations on the effective date of investment is equal to or less than 90 days and present an insignificant risk of change in fair value, being used for managing short-term commitments.
| As of December 31, | ||
| 2025 | 2024 | |
| Cash and balances with banks in local currency | 326,592 | 229,854 |
| Cash and balances with banks in foreign currency | 701 | 566 |
| Total cash and balances with banks | 327,293 | 230,420 |
| Interbank investments (1) | 525,986 | 1,174,990 |
| Total cash and cash equivalents | 853,279 | 1,405,410 |
(1) Highly liquid Investments with a maturity equal to or less than 90 days readily convertible into a known amount of cash and subject to an insignificant risk of changes in fair value (see note 6.3).
| 6. | Financial Instruments |
| 6.1 | Financial assets measured at fair value through profit or loss (FVTPL) |
Breakdown of Financial Assets Measured at Fair Value Through Profit or Loss (FVTPL)
| 28 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| As of December 31, | ||
| 2025 | 2024 | |
| Derivatives | 250,582 | 407,994 |
| Premium bond | - | 2,573 |
| Investments fund quotas¹ | 13,987 | 140,445 |
| Investment securities - Letters of Credits (LF) | 210,891 | 1,073 |
| Investment securities - Financial Treasury Bills (LFT) | 1,722,314 | 546,768 |
| Investment securities - National Treasury Bills (LTN) | 646,754 | - |
|
Investment securities - National Treasury Notes (NTN)
|
139,335 | - |
| Mexican government securities - CETES | 118,776 | - |
| Repurchase Agreements - Financial Treasury Bills (LFT) | - | 6,236 |
| Total | 3,102,639 | 1,105,089 |
| 1) | Refers substantially to amounts invested in the investment fund, remunerated at the DI rate (the Brazilian interbank deposit rate), where the Group holds participation units. The underlying assets of the fund comprise public and private securities and repo with high liquidity (Level 1). |
Fair Value of Financial Assets Measured at Fair Value Through Profit or Loss (FVTPL)
| December 31, 2025 | ||||
| Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Derivatives | - | 250,582 | - | 250,582 |
| Investments fund quotas | 13,987 | - | - | 13,987 |
| Investment securities - Financial Bills (LF) | 210,891 | - | - | 210,891 |
| Investment securities - National Treasury Bills (LTN) | 646,754 | - | - | 646,754 |
| Investment securities - Financial Treasury Bills (LFT) | 1,722,314 | - | - | 1,722,314 |
| Investment securities - National Treasury Notes (NTN) | 139,335 | - | - | 139,335 |
| Mexican government securities - CETES | 118,776 | - | - | 118,776 |
| Total | 2,852,057 | 250,582 | - | 3,102,639 |
| December 31, 2024 | ||||
| Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Derivatives | - | 407,994 | - | 407,994 |
| Premium bond | 2,573 | - | - | 2,573 |
| Investments fund quotas | 140,445 | - | - | 140,445 |
| Investment securities - Financial Treasury Bills (LFT) | 546,768 | - | - | 546,768 |
| Investment securities - Letters of Credits (LF) | 1,073 | - | - | 1,073 |
| Repurchase Agreements - Financial Treasury Bills (LFT) | 6,236 | - | - | 6,236 |
| Total | 697,095 | 407,994 | - | 1,105,089 |
| 29 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Maturity of Financial Assets Measured at Fair Value Through Profit or Loss (FVTPL)
| December 31, 2025 | |||||
| Less than 12 months | 1 - 3 years | 3 - 5 years | Over 5 years | Total | |
| Derivatives | 250,582 | - | - | - | 250,582 |
| Investments fund quotas | 13,987 | - | - | - | 13,987 |
| Investment securities - Financial Bills (LF) | 38,742 | 172,149 | - | - | 210,891 |
| Investment securities - National Treasury Bills (LTN) | - | - | 646,754 | - | 646,754 |
| Investment securities - Financial Treasury Bills (LFT) | - | 186,660 | 1,535,654 | - | 1,722,314 |
| Investment securities - National Treasury Notes (NTN) | - | - | - | 139,335 | 139,335 |
| Mexican government securities - CETES | - | 118,776 | - | - | 118,776 |
| Total | 303,311 | 477,585 | 2,182,408 | 139,335 | 3,102,639 |
| December 31, 2024 | |||||
| Less than 12 months | 1 - 3 years | 3 - 5 years | Over 5 years | Total | |
| Derivatives | 407,994 | - | - | - | 407,994 |
| Premium bond | - | 1,207 | 1,366 | - | 2,573 |
| Investments fund quotas | 140,445 | - | - | - | 140,445 |
| Investment securities - Financial Treasury Bills (LFT) | 237,269 | 309,499 | - | - | 546,768 |
| Investment securities - Letters of Credits (LF) | - | 1,073 | - | - | 1,073 |
| Repurchase Agreements - Financial Treasury Bills (LFT) | 6,236 | - | - | - | 6,236 |
| Total | 791,944 | 311,779 | 1,366 | - | 1,105,089 |
| 30 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| 6.2 | Financial Assets Measured at Fair Value Through Other Comprehensive Income (FVTOCI) |
Breakdown of Financial Assets Measured at Fair Value Through Other Comprehensive Income (FVTOCI)
|
As of December 31, | ||
| Brazilian depositary | 2025 | 2024 |
| Securities - Financial Treasury Bills (LFT) | - | 14,394 |
| Total | - | 14,394 |
Fair Value of Financial Assets Measured at Fair Value Through Other Comprehensive Income (FVTOCI)
| December 31, 2024 | ||||
| Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Brazilian depositary | ||||
| Securities - Financial Treasury Bills (LFT) | 14,394 | - | - | 14,394 |
| Total | 14,394 | - | - | 14,394 |
Maturity of Financial Assets Measured at Fair Value Through Other Comprehensive Income (FVTOCI)
| December 31, 2024 | |||||
| Less than 12 months | 1 - 3 years | 3 - 5 years | Over 5 years | Total | |
| Brazilian depositary | |||||
| Securities - Financial Treasury Bills (LFT) | 14,394 | - | - | - | 14,394 |
| Total | 14,394 | - | - | - | 14,394 |
| 31 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| 6.3 | Financial Assets Measured at Amortized Cost |
Breakdown of Financial Assets at Amortized Cost
| As of December 31, | ||
| 2025 | 2024 | |
| Held to collect contractual cash flows | ||
| Personal credit | 6,073,632 | 4,664,939 |
| Payroll loans | 25,808,985 | 17,553,054 |
| Payroll credit cards | 2,375,184 | 1,983,957 |
| Credit card | 13,868 | 84,679 |
| Others | 93,449 | 76 |
| (-) Allowance for Expected Credit Loss | (2,413,641) | (1,623,379) |
| Subtotal | 31,951,477 | 22,663,326 |
| Premium paid on the acquisition of credit portfolios | 562,892 | 296,612 |
| (+/-) Adjustment of credit portfolios – hedge object | (72,969) | (359,688) |
| Subtotal | 32,441,400 | 22,600,250 |
| Investment securities | ||
| Investment securities - National Treasury Notes (NTN) | 2,413 | 90,866 |
| Investment securities - Financial Treasury Bills (LFT) | 11,311 | 104,192 |
| Official Credit (ICO) – Spanish Government | 1,511,277 | - |
| Subtotal | 1,525,001 | 195,058 |
| Repurchase Agreements | ||
| Investment securities - National Treasury Notes (NTN) – Note 5 | 256,000 | - |
| Investment securities - Financial Treasury Bills (LFT) – Note 5 | 269,986 | 1,174,990 |
| Subtotal | 525,986 | 1,174,990 |
| Pledged of collateral | ||
| Government Bonds – KDB – Korea Development Bank | 289,509 | 533,966 |
| Investment securities - Financial Treasury Bills (LFT) | 42,818 | - |
| Investment securities - National Treasury Notes (NTN) | 91,657 | - |
| Subtotal | 423,984 | 533,966 |
| Debentures | 5,681,078 | 1,392,720 |
| Subtotal | 5,681,078 | 1,392,720 |
| Compulsory deposits with the Brazilian Central Bank | 660,772 | - |
| Subtotal | 660,772 | - |
| Total | 41,258,221 | 25,896,984 |
| 32 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Fair Value of Financial Assets Measured at Amortized Cost
Set out below is a comparison, by class, of the carrying amounts and fair values of the Group’s financial instruments measured at
amortized cost, other than those with carrying amounts that are reasonable approximations of fair values:
| December 31, 2025 | ||||||||||
| Carrying Amount | Fair Value | |||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||
| Investment securities | ||||||||||
| Investment securities - National Treasury Notes (NTN) | 2,413 | - | - | 2,413 | 2,344 | - | - | 2,344 | ||
| Investment securities – Financial Treasury Bills (LFT) | 11,311 | - | - | 11,311 | 11,335 | - | - | 11,335 | ||
| Official Credit (ICO) – Spanish Government | 1,511,277 | - | - | 1,511,277 | 1,511,277 | - | - | 1,511,277 | ||
| Subtotal | 1,525,001 | - | - | 1,525,001 | 1,524,956 | - | - | 1,524,956 | ||
| Repurchase Agreements | ||||||||||
| Investment securities - National Treasury Bills (LTN) | 256,000 | - | - | 256,000 | 257,708 | - | - | 257,708 | ||
| Investment securities - Financial Treasury Bills (LFT) | 269,986 | - | - | 269,986 | 270,989 | - | - | 270,989 | ||
| Subtotal | 525,986 | - | - | 525,986 | 528,697 | - | - | 528,697 | ||
| Pledged of collateral | ||||||||||
| Government Bonds – KDB – Korea Development Bank | 289,509 | - | - | 289,509 | 289,509 | - | - | 289,509 | ||
| Investment securities - Financial Treasury Bills (LFT) | 42,818 | - | - | 42,818 | 42,818 | - | - | 42,818 | ||
|
Investment securities - National Treasury Notes (NTN) |
91,657 | - | - | 91,657 | 91,657 | - | - | 91,657 | ||
| Subtotal | 423,984 | - | - | 423,984 | 423,984 | - | - | 423,984 | ||
| Debentures | - | - | 5,681,078 | 5,681,078 | - | - | 5,681,078 | 5,681,078 | ||
| Subtotal | - | - | 5,681,078 | 5,681,078 | - | - | 5,681,078 | 5,681,078 | ||
| Compulsory deposits with the Brazilian Central Bank | 660,772 | - | - | 660,772 | 660,772 | - | - | 660,772 | ||
| Subtotal | 660,772 | - | - | 660,772 | 660,772 | - | - | 660,772 | ||
| Total | 3,135,743 | - | 5,681,078 | 8,816,821 | 3,138,409 | - | 5,681,078 | 8,819,487 | ||
| 33 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| December 31, 2024 | ||||||||
| Carrying Amount | Fair Value | |||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| Investment securities | ||||||||
| Investment securities - National Treasury Notes (NTN) | 90,866 | - | - | 90,866 | 87,152 | - | - | 87,152 |
| Investment securities - Financial Treasury Bills (LFT) | 104,192 | - | - | 104,192 | 104,325 | - | - | 104,325 |
| Subtotal | 195,058 | - | - | 195,058 | 191,477 | - | - | 191,477 |
| Repurchase Agreements | ||||||||
| Financial Treasury Bills (LFT) | 1,174,990 | - | - | 1,174,990 | - | - | 1,179,337 | 1,179,337 |
| Subtotal | 1,174,990 | - | - | 1,174,990 | - | - | 1,179,337 | 1,179,337 |
| Linked to the provision of collateral | ||||||||
| Government Securities – Other Countries | 533,966 | - | - | 533,966 | 533,966 | - | - | 533,966 |
| Subtotal | 533,966 | - | - | 533,966 | 533,966 | - | - | 533,966 |
| Debentures | - | - | 1,392,720 | 1,392,720 | - | - | 1,392,720 | 1,392,720 |
| Subtotal | - | - | 1,392,720 | 1,392,720 | - | - | 1,392,720 | 1,392,720 |
| Total | 1,904,014 | - | 1,392,720 | 3,296,734 | 725,443 | - | 2,572,057 | 3,297,500 |
| 34 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Maturity of Financial Assets Measured at Amortized Cost
| December 31, 2025 | |||||
| Product | Less than 12 months | 1-3 years | 3-5 years | Over 5 years | Total |
| Personal credit | 3,200,346 | 2,568,374 | 198,904 | 106,008 | 6,073,632 |
| Payroll loans | 4,117,773 | 6,490,325 | 6,778,144 | 8,422,743 | 25,808,985 |
| Payroll credit card | 322,321 | 614,738 | 909,149 | 528,976 | 2,375,184 |
| Credit card | 13,788 | 37 | 32 | 11 | 13,868 |
| Investment securities - National Treasury Notes (NTN) | 315,217 | - | - | - | 315,217 |
| Official Credit (ICO) – Spanish Government | 1,511,277 | - | - | - | 1,511,277 |
| Investment securities - Financial Treasury Bills (LFT) | 556,820 | - | - | - | 556,820 |
| Debentures | 189,752 | - | 3,361,772 | 2,129,554 | 5,681,078 |
| Investment securities - National Treasury Notes (NTN) | 91,657 | - | - | - | 91,657 |
| Compulsory deposits with the Brazilian Central Bank | 660,772 | - | - | - | 660,772 |
| Others | 93,442 | 7 | - | - | 93,449 |
| Total | 11,073,165 | 9,673,481 | 11,248,001 | 11,187,292 | 43,181,939 |
| December 31, 2024 | |||||
| Product | Less than 12 months | 1-3 years | 3-5 years | Over 5 years | Total |
| Personal credit | 3,003,973 | 1,547,700 | 82,233 | 31,033 | 4,664,939 |
| Payroll loans | 2,687,533 | 4,792,620 | 5,220,255 | 4,852,646 | 17,553,054 |
| Payroll credit card | 286,487 | 387,954 | 685,440 | 624,076 | 1,983,957 |
| Credit card | 84,606 | 22 | 30 | 21 | 84,679 |
| Investment securities - National Treasury Notes (NTN) | - | 90,866 | - | - | 90,866 |
| Investment securities - Financial Treasury Bills (LFT) | 56,952 | 47,240 | - | - | 104,192 |
| Government Securities – Other Countries | 266,396 | 267,570 | - | - | 533,966 |
| Repurchase Agreements - Financial Treasury Bills (LFT) | - | - | 1,174,990 | - | 1,174,990 |
| Debentures | 1,392,720 | - | - | - | 1,392,720 |
| Others | 76 | - | - | - | 76 |
| Total | 7,778,743 | 7,133,972 | 7,162,948 | 5,507,776 | 27,583,439 |
Concentration of Financial Assets Measured at Amortized Cost
| December 31, 2025 | ||||
| Product | Stage 1 | Stage 2 | Stage 3 | Total |
| Exposure of credit operations with credit granting characteristics | 31,663,353 | 1,287,563 | 1,414,204 | 34,365,120 |
| (-) Allowance for expected credit loss | (650,597) | (552,889) | (1,210,155) | (2,413,641) |
| Credit limits granted and not used¹ | (3,067) | (1,086) | (96) | (4,249) |
| Total | 31,009,689 | 733,588 | 203,953 | 31,947,230 |
| 35 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
¹ Refers to credit limits granted and not used under 'Other liabilities - expected credit losses, note 13.
| December 31, 2024 | ||||
| Product | Stage 1 | Stage 2 | Stage 3 | Total |
| Exposure of credit operations with credit granting characteristics | 22,709,067 | 713,007 | 864,631 | 24,286,705 |
| (-) Allowance for expected credit loss | (582,340) | (269,572) | (771,467) | (1,623,379) |
| Credit limits granted and not used¹ | (3,475) | (981) | (291) | (4,747) |
| Total | 22,123,252 | 442,454 | 92,873 | 22,658,579 |
¹ Refers to credit limits granted and not used under 'Other liabilities - expected credit losses, note 13.
| 6.4 | Allowance for Expected Credit Losses expense in the income statement |
Impairment losses on the Group’s loan portfolio are recognized in the income statement under “Allowance for Expected Credit Losses.”. The following tables present the breakdown of expected losses by stage and product, as well as the changes in the allowance for the years ended December 31, 2025 and 2024.
| (a) | Expected credit losses impact |
| 2025 | 2024 | |
| Expected credit losses | ||
| Change in the provision for expected credit losses | 789,764 | 332,433 |
| Recoveries | (136,527) | (101,600) |
| Write-offs | 1,047,255 | 902,878 |
| Total Income statement charge for the period | 1,700,492 | 1,133,711 |
| (b) | Breakdown of provision for expected credit losses by classification of financial assets |
| December 31, 2025 | ||||
| Product | Stage 1 | Stage 2 | Stage 3 | Total |
| Personal credit loans | 191,616 | 290,052 | 522,897 | 1,004,565 |
| Payroll loans | 401,157 | 236,888 | 627,993 | 1,266,038 |
| Payroll credit card loans | 52,687 | 19,914 | 54,186 | 126,787 |
| Credit card loans | 5,137 | 6,035 | 5,079 | 16,251 |
| Subtotal | 650,597 | 552,889 | 1,210,155 | 2,413,641 |
| Credit limits granted and not used 1 | 3,067 | 1,086 | 96 | 4,249 |
| Total | 653,664 | 553,975 | 1,210,251 | 2,417,890 |
¹ Refers to credit limits granted and not used under 'Other liabilities - expected credit losses, note 13.
| December 31, 2024 | ||||
| Product | Stage 1 | Stage 2 | Stage 3 | Total |
| Personal credit loans | 220,057 | 143,334 | 443,399 | 806,790 |
| Payroll loans | 311,714 | 107,426 | 278,847 | 697,987 |
| Payroll credit card loans | 41,730 | 11,407 | 37,832 | 90,969 |
| 36 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| Credit card loans | 8,834 | 7,401 | 11,326 | 27,561 |
| Others | 5 | 4 | 63 | 72 |
| Subtotal | 582,340 | 269,572 | 771,467 | 1,623,379 |
| Credit limits granted and not used 1 | 3,475 | 981 | 291 | 4,747 |
| Total | 585,815 | 270,553 | 771,758 | 1,628,126 |
¹ Refers to credit limits granted and not used under 'Other liabilities - expected credit losses, note 13.
| (c) | Changes in the balances of provisions for expected credit losses of financial assets measured at amortized cost |
| December 31, 2025 | ||||
| Stage 1 | Stage 2 | Stage 3 | Total | |
| Balance at December 31, 2024 | 585,815 | 270,553 | 771,758 | 1,628,126 |
| Changes in stages: | ||||
| Stage 1 to Stage 2 | (11,370) | 11,370 | - | - |
| Stage 1 to Stage 3 | (23,429) | - | 23,429 | - |
| Stage 2 to Stage 3 | - | (17,069) | 17,069 | - |
| Stage 2 to Stage 1 | 30,072 | (30,072) | - | - |
| Stage 3 to Stage 2 | - | 2,745 | (2,745) | - |
| Stage 3 to Stage 1 | 9,384 | - | (9,384) | - |
| Changes in PDs, LGDs, EADs 1 | 63,192 | 316,448 | 1,320,852 | 1,700,492 |
| Decrease due to write-offs | - | - | (1,047,255) | (1,047,255) |
| Increase due to recoveries | - | - | 136,527 | 136,527 |
| Net write-off 2 | - | - | (910,728) | (910,728) |
| Balance of the year | 653,664 | 553,975 | 1,210,251 | 2,417,890 |
1 Changes in PDs, LGDs and EADs are recognized in profit or loss for the period and reconcile with the expected credit losses recognized in the income statement.
2 Net write-off represents the net amount of “Write-offs” and “Recoveries” presented in Table 6.4(a).
| December 31, 2024 | ||||
| Stage 1 | Stage 2 | Stage 3 | Total | |
| Balance at December 31, 2023 | 411,369 | 190,472 | 693,852 | 1,295,693 |
| Changes in stages: | ||||
| Stage 1 to Stage 2 | (7,115) | 7,115 | - | - |
| Stage 1 to Stage 3 | (24,415) | - | 24,415 | - |
| Stage 2 to Stage 3 | - | (24,803) | 24,803 | - |
| Stage 2 to Stage 1 | 5,751 | (5,751) | - | - |
| Stage 3 to Stage 2 | - | 1,768 | (1,768) | - |
| Stage 3 to Stage 1 | 3,515 | - | (3,515) | - |
| Changes in PDs, LGDs, EADs 1 | 196,710 | 101,752 | 835,249 | 1,133,711 |
| Decrease due to write-offs | - | - | (902,878) | (902,878) |
| Increase due to recoveries | - | - | 101,600 | 101,600 |
| Net write-off 2 | - | - | (801,278) | (801,278) |
| Balance of the year | 585,815 | 270,553 | 771,758 | 1,628,126 |
1 Changes in PDs, LGDs and EADs are recognized in profit or loss for the period and reconcile with the expected credit losses recognized in the income statement.
2 Net write-off” represents the net amount of “Write-offs” and “Recoveries”.
| 37 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| (d) | Credit Assignment |
Credit Assignments
In the year ended December 31, 2024, the Group carried out credit assignment transactions classified as with substantial retention of risks and rewards, involving defaulted receivables totaling R$15,465 and loans previously written off as losses in the amount of R$118,758 assigned to the unrelated party B. Hoepers Companhia Securitizadora de Créditos.
Credit Assignments – with substantial retention of risks and benefits.
Credit assignment transactions are classified as involving substantial retention of risks and rewards when the assigning institution retains a co-obligation or acquires subordinated quotas of the securitization funds. The transferred assets primarily comprise payroll-deducted loan receivables originated by the Bank, with fixed contractual cash flows and defined maturities. In such cases, the assigned receivables remain recorded as assets of the assigning institution, and the funds received are recognized as assets with a corresponding liability, depending on the nature of the obligation assumed.
The Bank retains exposure to substantially all risks and rewards associated with the transferred receivables, including credit risk (borrower default), prepayment risk and variability in contractual cash flows, either through contractual co-obligation arrangements or through the holding of subordinated interests that absorb first losses. Income and expenses related to the assigned receivables are recognized in profit or loss over the remaining term of the operations.
The associated liabilities represent the contractual obligation to repay the funding received in connection with the credit assignment transactions and are economically linked to the cash flows generated by the transferred receivables. The transferred receivables are contractually pledged as collateral for the associated liabilities and are subject to restrictions on their use, such that they are not available for unrestricted sale or re-pledging by the Bank.
For the year ended December 31, 2025, the Bank conducted payroll loan credit assignment operations with substantial retention of risks and benefits to (i) Vert-9 Companhia Securitizadora de Créditos Financeiros, Vert-5 Companhia Securitizadora de Créditos Financeiros, Opea – Companhia Securitizadora de Créditos Financeiros Agibank (each, an unrelated party) and Fundo de Investimento em Direitos Creditórios Agibank I – Responsabilidade Limitada (an entity controlled and consolidated by the Group). As the Bank continues to recognize all of the transferred receivables, the amounts presented below correspond to the carrying amounts of the transferred assets and the associated liabilities recognized in the statement of financial position as of December 31, 2025..
| As of December 31, 2025 | ||
| Operations | Assets assigned |
Liabilities assumed (note 14) |
| Obligations related to assignment – Vert and Opea | 8,365,977 | 8,383,515 |
| Obligations related to assignment – FIDC | 2,395,947 | 2,013,772 |
| Total | 10,761,924 | 10,397,287 |
| 38 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
The counterparties to the associated liabilities do not have recourse exclusively to the transferred assets. The Bank continues to fully recognize all the transferred receivables.
| (e) | Contracts as Collateral |
As of December 31, 2025 and 2024, credit operations were secured by Time Deposits with Special Guarantee (DPGEII) with the Credit Guarantee Fund (FGC) (Note 6.5). As of December 31, 2025, the amount was R$3,693,820 (R$3,080,517 as of December 31, 2024).
| 6.5 | Financial Liabilities Measured at Amortized Cost |
The balances of time deposits are primarily composed of Certificates of Bank Deposit (CDB), Time Deposits with Special Guarantee from the FGC (DPGEII), and Interbank Deposit Certificates (CDI), indexed to both fixed and floating interest rates.
Investment securities comprise funds received from the issuance of mortgage, real estate, and credit backed debt instruments, indexed to fixed and floating interest rates.
Funds from acceptances and issuance of securities comprise Letters of Credit (LF), Subordinated Letters of Credit (LFS) and Public Letters of Credit (LFP) issued by the Bank. These are funding instruments and do not represent standby or documentary letters of credit as used in international banking practice. Upon issuance, the Bank receives cash from investors and becomes contractually obligated to repay principal and interest at maturity. Accordingly, the Bank recognizes a financial liability for the amount of proceeds received, which is subsequently measured at amortized cost using the effective interest method, in accordance with IFRS 9.
No fees or revenue are generated from the issuance of these instruments. The only income or expense associated with these liabilities corresponds to the interest expense recognized through the effective interest rate method. The Bank’s accounting policy for interest income and interest expense is disclosed in Note 3.1(b) – Financial instruments.
Fixed interest rates range from 6.71% to 16.50% per year, and floating interest rates range from (i) 99.65% to 132% of the CDI, (ii) IPCA + 0.75% to 9.60% per year, and (iii) CDI + 0.05% to 2.95% per year. The debt instruments eligible for capital refer to the Subordinated Letters of Credit (LFS) with a return of CDI + 2.85% to 4% and fixed rates ranging from 10.50% to 17.57% per year.
Breakdown of Financial Liabilities at Amortized Cost
| As of December 31, | ||
| 2025 | 2024 | |
| Demand customer deposits | 345,801 | 320,209 |
| Time customer deposits | 20,504,881 | 16,256,733 |
| Loans and borrowing | 667,089 | 480,104 |
| Funds from acceptances and issuance of securities(1) | 6,170,529 | 3,255,985 |
| Debt issued and other borrowed funds | 759,339 | 522,282 |
| Investment securities | - | 6,221 |
| Debentures (from Repurchase Agreements) | 3,251,446 | - |
| Total | 31,699,085 | 20,841,534 |
| (1) | The item "Funds from acceptances and issuance of securities" refers to obligations arising from the issuance of Letters of Credit (Letras Financeiras), which are long-term fixed-income securities widely used for funding by Brazilian financial institutions. |
| 39 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Maturity of Financial Liabilities at Amortized Cost
| December 31, 2025 | |||||
| Less than 12 months | 1-3years | 3-5years | Over 5years | Total | |
| Demand customer deposits | 345,801 | - | - | - | 345,801 |
| Time customer deposits | 8,923,141 | 10,556,122 | 1,025,618 | - | 20,504,881 |
| Loans and borrowing | 211,902 | 227,875 | 227,312 | 667,089 | |
| Funds from acceptances and issuance of securities | 1,879,355 | 3,954,991 | 336,183 | - | 6,170,529 |
| Debt issued and other borrowed funds | 35,200 | 28,680 | 591,087 | 104,372 | 759,339 |
| Debentures (from Repurchase Agreements) | - | 832,392 | 2,419,054 | - | 3,251,446 |
| Total | 11,395,399 | 15,600,060 | 4,599,254 | 104,372 | 31,699,085 |
| December 31, 2024 | |||||
| Less than 12 months | 1-3years | 3-5years | Over 5years | Total | |
| Demand customer deposits | 320,209 | - | - | - | 320,209 |
| Time customer deposits | 6,274,830 | 9,590,159 | 391,744 | - | 16,256,733 |
| Loans and borrowing | 243,151 | - | 236,953 | - | 480,104 |
| Funds from acceptances and issuance of securities | 720,765 | 2,425,848 | 109,372 | - | 3,255,985 |
| Debt issued and other borrowed funds | 55,641 | 55,992 | 307,293 | 103,356 | 522,282 |
| Investment securities | 6,221 | - | - | - | 6,221 |
| Total | 7,620,817 | 12,071,999 | 1,045,362 | 103,356 | 20,841,534 |
| 6.6 | Derivative Financial Instruments – Hedge |
Values grouped by asset, maturity ranges, reference value (notional), curve value, market value, adjustment and fair value
As of December 31, 2024 and December 31, 2025, the Bank maintained hedging structures classified as cash flow hedges, for which the hedged items consisted of postfixed (variablerate) funding transactions, mainly indexed to the CDI rate, as well as funding indexed to IPCA, with the hedging instruments comprising DI futures contracts traded on B3 S.A. – Brasil, Bolsa, Balcão and swap contracts. These hedging relationships are designated in accordance with the requirements of IFRS 9 and disclosed pursuant to IFRS 7. In general, the Bank designates as the hedged item a specific risk component (interest rate, inflation, or foreign exchange risk) rather than all risks associated with the instrument in its entirety.
| 40 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Any gain or loss on the hedging instrument related to the effective portion of a cash flow hedge is recognized in equity, within other comprehensive income (OCI), net of tax effects. Consequently, marktomarket adjustments of hedging instruments, previously recognized in profit or loss before hedge designation, are accumulated in equity and reclassified to profit or loss in the same period and under the same line item in which the hedged item affects earnings. The ineffective portion of the hedge is recognized immediately in profit or loss.
For fair value hedges, the carrying amount of the hedged item is adjusted for changes in fair value attributable to the hedged risk. Both the hedged items and the derivative instruments are measured at fair value, and changes in fair value of each are recognized in profit or loss. Hedge ineffectiveness represents the difference between changes in the fair value of the hedging instrument and those of the hedged item attributable to the hedged risk, and is recognized in profit or loss.
The Bank maintains cash flow and fair value hedge relationships structured to manage exposure to interest rate, inflation, and foreign exchange risks arising from its funding operations and credit portfolio. Hedge effectiveness monitoring, which measures the extent to which derivative financial instruments offset market fluctuations affecting the hedged items, is performed monthly. Effectiveness is assessed considering the existence of an economic relationship between the hedged item and the hedging instrument, the alignment of the hedge ratio, and the expectation that any ineffectiveness will not be significant. The indicative range of effectiveness considered is between 80% and 125%.
The economic relationship between the hedged item and the hedging instrument is established by matching their key contractual terms, including reference index (CDI, IPCA, or foreign exchange), currency, maturity, and calculation bases. The hedge ratio is defined to align notional amounts and cash flows, minimizing potential sources of ineffectiveness such as residual mismatches in maturity, indexation bases, reset dates, or prepayment behavior.
The tables presented in this note disclose the notional amounts (“Reference Value”), curve values (“Accrual Value”), mark-to-market adjustments, and fair values of the hedging instruments and corresponding hedged items, grouped by risk type and hedge category.
Cash Flow Hedge - Inflation (IPCA)
| Inflation (IPCA) | December 31, 2025 | ||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | ||||
| Hedge Item | |||||||
| Variable rate CDBs - IPCA | 488 | 544 | (2) | 542 | |||
| Hedge Instrument | |||||||
| Swap (b) (assets) (c) | 488 | (19) | (1) | (19) | |||
| (b) | Swap contracts traded in the over-the-counter market, registered on B3, with the longest maturity in February 2026. |
| (c) | The amounts related to the differential to be received or paid are recognized in asset or liability accounts, respectively. The fair value of these swaps is recognized within derivative financial instruments (assets or liabilities), and the effective portion of the cash flow hedge is recorded in other comprehensive income. |
| 41 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Fair Value Hedge - Fixed Interest Rate Risk
| Fixed Rate vs DI | December 31, 2025 | ||||||
| Reference Value | Curve Value (u) | Market Value Adjustment | Fair Value | ||||
| Hedge Item | |||||||
| Payroll loan installments (d) | 15,206,925 | 16,823,165 | (86,302) | 16,736,862 | |||
| Hedge Instrument | |||||||
| Swap (e) (liabilities) (f) | 15,206,925 | 16,823,165 | (86,302) | 16,736,862 |
| (d) | The hedge relationships are formalized in a memorandum, which includes portions of payroll loan contracts maturing within the specified range, with values close to the notional of each maturity of the derivative. |
| (e) | Swap contracts traded in the over-the-counter market, registered on B3, with the longest maturity in October, 2030. |
| (f) | The amounts related to the differential to be received or paid are recognized in an asset or liability account, respectively. The net fair value of the swaps is R$368,265 to be received. The fair value adjustments on the hedged items and on the hedging instruments are recognized in profit or loss, within “Result of derivative financial instruments” or within the same line item as the hedged item, in accordance with the fair value hedge accounting requirements of IFRS 9. |
| Fixed Rate vs IPCA | December 31, 2025 | ||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | ||||
| Hedge Item | |||||||
| Payroll loan installments (d) | 1,434,166 | 1,534,071 | 16,766 | 1,550,837 | |||
| Hedge Instrument | |||||||
| Swap (g) (liabilities) (h) | 1,434,166 | 1,534,071 | 16,766 | 1,550,837 | |||
| (g) | Swap contracts traded in the over-the-counter market, registered on B3, with the longest maturity in December 2026. |
| (h) | The amounts related to the differential to be received or paid are recognized in an asset or liability account. Changes in the fair value of these swaps, as well as the corresponding fair value adjustments on the hedged items, are recognized in profit or loss. The net fair value of the swaps is R$ 33,284 payable. |
| Fair Value Hedge - Currency | December 31, 2025 | |||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | |||||
| Hedge Item | ||||||||
| Foreign borrowing (USD) (i) | 214,205 | 211,902 | (563) | 211,339 | ||||
| Hedge Instrument | ||||||||
| Swap (j) (liabilities) (k) | 214,205 | 211,902 | (563) | 211,339 | ||||
| (i) | The hedge relationship is formalized in a memorandum, which includes foreign borrowing in USD. |
| (j) | Swap contract traded in the over-the-counter market, registered on B3, with maturity in March 2026. |
| (k) | The amounts related to the differential to be received or paid are recognized in an asset or liability account, respectively. The hedge is designated to protect the exposure to changes in fair value arising from foreign exchange and interest rate risk on the foreign currency borrowing. The net fair value of the swaps is R$ 8,570 payable. |
| Market Risk Hedge – IPCA × DI | December 31, 2025 | ||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | ||||
| Hedge Item | |||||||
| Variable rate CDBs – IPCA | 2,466,353 | 2,607,784 | (11,099) | 2,596,685 | |||
| Hedge Instrument | |||||||
| Swap (l) (assets) (m) | 2,461,313 | 2,602,421 | (12,155) | 2,590,267 | |||
| (l) | Swap contract traded in the over-the-counter market, registered on B3, with maturity in May 2028. |
| (m) | Amounts related to the differential to be received or paid are recognized in asset or liability accounts, respectively. The net fair value of the swaps is R$ 61,627 payable. |
| 42 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| Market Risk Hedge – Pre × DI | December 31, 2025 | |||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | |||||
| Hedge Item | ||||||||
| Fixed-rate CDBs | 1,714,839 | 1,843,760 | 8,784 | 1,852,544 | ||||
| Hedge Instrument | ||||||||
| Swap (n) (assets) (o) | 1,714,839 | 1,883,514 | 8,903 | 1,892,417 | ||||
| (n) | Swap contract traded in the over-the-counter market, registered on B3, with maturity in January 2028. |
| (o) | Amounts related to the differential to be received or paid are recognized in asset or liability accounts, respectively. The net fair value of the swaps is R$ 3,261 receivable. |
| Market Risk Hedge – Pre × DI | December 31, 2025 | ||||
| Reference Value | Reference Value (R$) | Present Value (R$) | |||
| Hedge Item | |||||
| Investment (CETES) | 383,496 | 111,022 | 118,168 | ||
| Hedge Instrument | |||||
| NDF (p) (liabilities) (q) | 396,086 | 116,065 | 114,101 | ||
| (p) | NDF contract traded in the over-the-counter market, registered on B3, with maturity in February 2026. |
| (q) | Amounts related to the differential to be received or paid are recognized in asset or liability accounts, respectively. The net fair value of the NDF is R$ 5,566 receivable. |
| Market Risk Hedge – DI × Pre | December 31, 2025 | |||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | |||||
| Hedge Item | ||||||||
| Investment (ICO) | 1,000,000 | 1,067,661 | (112) | 1,067,549 | ||||
| Hedge Instrument | ||||||||
| Swap (r) (liabilities) (s) | 1,001,068 | 1,067,732 | (53) | 1,067,679 | ||||
| (r) | Swap contract traded in the over-the-counter market, registered on B3, with maturity in June 2026. |
| (s) | Amounts related to the differential to be received or paid are recognized in asset or liability accounts, respectively. The net fair value of the swaps is R$ 78 payable. |
| Market Risk Hedge – DI Futures × Pre (Purchase) | December 31, 2025 | ||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | ||||
| Hedge Item | |||||||
| Payroll loan installments (c) | 4,818,641 | 4,900,444 | (3,433) | 4,897,011 | |||
| Hedge Instrument | |||||||
| DI Futures (d) (s) | 4,818,641 | 4,900,444 | (3,367) | 4,897,077 | |||
| 43 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| Market Risk Hedge – Pre × DI Futures (Sale) | December 31, 2025 | |||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | |||||
| Hedge Item | ||||||||
| Fixed-rate CDBs | 451,132,481 | 457,136,366 | 397,446 | 457,533,811 | ||||
| Hedge Instrument | ||||||||
| DI Futures (d) (s) | 451,070,097 | 457,073,443 | 415,592 | 457,489,035 | ||||
| (d) | DI Futures contracts traded in the over-the-counter market, registered on B3, with maturity in July 2027. |
| (s) | Amounts related to the differential to be received or paid are recognized in asset or liability accounts, respectively. The net fair value of the DI Futures is R$ 51 payable. |
Cash Flow Hedge - Interest Rate Risk
| Interest Rate | December 31, 2024 | ||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | ||||
| Hedge Item | |||||||
| Variable rate CDBs / CDI | 108,219 | (2,443) | 14,587 | 12,144 | |||
| Hedge Instrument | |||||||
| DI Future Contracts (a) | 107,985 | (2,728) | 14,587 | 11,859 | |||
| Hedge Item | |||||||
| Debentures | 728,942 | (14,478) | 35,028 | 20,550 | |||
| Hedge Instrument | |||||||
| DI Future Contracts (a) | 728,877 | (14,559) | 35,028 | 20,469 | |||
| (a) | DI Futures contracts traded on B3 with the longest maturity in January 2030 |
| (u) | The curve value corresponds to the present value of contractual cash flows discounted using the applicable market yield curves at the reporting date and does not represent the carrying amount under IFRS. |
Cash Flow Hedge - Inflation (IPCA)
| Inflation (IPCA) | December 31, 2024 | ||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | ||||
| Hedge Item | |||||||
| Variable rate CDBs - IPCA | 2,383,593 | 2,737,950 | (38,387) | 2,699,563 | |||
| Hedge Instrument | |||||||
| Swap (b) (assets) (c) | 2,383,211 | 2,737,119 | (38,196) | 2,698,923 | |||
| (b) | Swap contracts traded in the over-the-counter market, registered on B3, with the longest maturity in August 2028. |
| (c) | The amounts related to the differential to be received or paid are recognized in asset or liability accounts, respectively. The fair value of these swaps is recognized within derivative financial instruments (assets or liabilities), and the effective portion of the cash flow hedge is recorded in |
| 44 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
other comprehensive income.
Fair Value Hedge - Fixed Interest Rate Risk
| Fixed Rate vs DI | December 31, 2024 | ||||||
| Reference Value | Curve Value (u) | Market Value Adjustment | Fair Value | ||||
| Hedge Item | |||||||
| Payroll loan installments (d) | 7,172,936 | 7,514,955 | (359,710) | 7,155,245 | |||
| Hedge Instrument | |||||||
| Swap (e) (liabilities) (f) | 7,172,915 | 7,514,927 | (359,703) | 7,155,224 | |||
| (d) | The hedge relationships are formalized in a memorandum, which includes portions of payroll loan contracts maturing within the specified range, with values close to the notional of each maturity of the derivative. |
| (e) | Swap contracts traded in the over-the-counter market, registered on B3, with the longest maturity in November 2028. |
| (f) | The amounts related to the differential to be received or paid are recognized in an asset or liability account, respectively. The net fair value of the swaps is R$368,265 to be received. The fair value adjustments on the hedged items and on the hedging instruments are recognized in profit or loss, within “Result of derivative financial instruments” or within the same line item as the hedged item, in accordance with the fair value hedge accounting requirements of IFRS 9. |
| Fixed Rate vs IPCA | December 31, 2024 | ||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | ||||
| Hedge Item | |||||||
| Payroll loan installments (d) | 16,700 | 16,798 | 21 | 16,819 | |||
| Hedge Instrument | |||||||
| Swap (g) (liabilities) (h) | 16,700 | 16,798 | 21 | 16,819 | |||
| (g) | Swap contracts traded in the over-the-counter market, registered on B3, with the longest maturity in December 2026. |
| (h) | The amounts related to the differential to be received or paid are recognized in an asset or liability account. Changes in the fair value of these swaps, as well as the corresponding fair value adjustments on the hedged items, are recognized in profit or loss. |
| Fair Value Hedge - Currency | December 31, 2024 | |||||||
| Reference Value | Curve Value(u) | Market Value Adjustment | Fair Value | |||||
| Hedge Item | ||||||||
| Foreign borrowing (USD) (i) | 476,463 | 482,164 | (2,061) | 480,103 | ||||
| Hedge Instrument | ||||||||
| Swap (j) (liabilities) (k) | 476,463 | 482,164 | (2,061) | 480,103 | ||||
| (i) | The hedge relationship is formalized in a memorandum, which includes foreign borrowing in USD. |
| (j) | Swap contract traded in the over-the-counter market, registered on B3, with maturity in March 2026. |
| (k) | The amounts related to the differential to be received or paid are recognized in an asset or liability account, respectively. The hedge is designated to protect the exposure to changes in fair value arising from foreign exchange and interest rate risk on the foreign currency borrowing. |
Glossary of terms used in the tables above:
Reference Value (Notional Amount): Contractual amount used as the basis for calculating the cash flows of the hedged items and derivative financial instruments (swaps, DI futures contracts, NDFs, among others). The notional amount does not represent amounts receivable or payable and does not correspond to the fair value of the instrument.
| 45 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Curve Value: Amount determined by projecting the future cash flows of the transactions based on the agreed interest rates, discounted using the market yield curves prevailing at the reporting date, as published by B3 S.A. – Brasil, Bolsa, Balcão or by other applicable market sources. It reflects the theoretical economic value before any marktomarket adjustments.
Present Value: Amount calculated by discounting expected future cash flows using market curves consistent with the risk and maturity of the transaction. When applicable, it corresponds to the basis used for measurement or economic disclosure of the instruments.
Fair Value: Amount for which an asset could be exchanged, or a liability settled, between knowledgeable and willing parties in an arm’slength transaction under normal market conditions at the reporting date. The Bank measures fair value by projecting future cash flows in accordance with contractual terms and discounting them using prevailing market curves. For derivatives, fair value corresponds to the carrying amount recognized as an asset or liability. In the case of fair value hedges, it also includes the adjustment to the carrying amount of the hedged item attributable to the hedged risk, in accordance with IFRS 9.
Market Value Adjustment: Change arising from the marktomarket measurement of derivative financial instruments and, when applicable, the hedged items. For cashflow hedges, the effective portion is recognized in other comprehensive income, within equity, and reclassified to profit or loss when the hedged item affects financial performance. For fairvalue hedges, changes in the fair value of both the hedging instrument and the hedged item are recognized directly in profit or loss.
7. Income Taxes, Social Contribution and Other Taxes
| (a) | Movements of deferred tax assets |
Deferred tax assets
| As of December 31, | ||
| 2025 | 2024 | |
| Initial amount | 831,698 | 687,362 |
| Provision/ reversal | 615,621 | 144,336 |
| Deferred tax assets | 1,447,319 | 831,698 |
Deferred tax liabilities
| As of December 31, | ||
| 2025 | 2024 | |
| Initial amount | 206,860 | 194,284 |
| Provision/ reversal | 176,014 | 12,576 |
| Deferred tax liabilities | 382,874 | 206,860 |
| (b) | Income tax and social contribution expense |
| As of December 31, |
| 46 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| 2025 | 2024 | |
| Income tax in profit or loss | (700,567) | (433,638) |
| Deferred taxes: | ||
| Temporary differences | 410,359 | 195,590 |
| Tax loss and negative calculation basis | - | (8,607) |
| Total | (290,208) | (246,655) |
| (c) | Estimate of tax credit realization |
| As of December 31, | ||
| Expected income tax and social contribution, calculated with statutory rate | 2025 | 2024 |
| Year 1 | 640,419 | 347,304 |
| Year 2 | 221,450 | 107,199 |
| Year 3 | 158,845 | 110,136 |
| Year 4 | 131,901 | 73,084 |
| Year 5 | 111,304 | 71,347 |
| Year 6 – 10 | 183,399 | 122,628 |
| Total | 1,447,319 | 831,698 |
The net balance of the Bank's tax credit as of December 31, 2025, was composed of R$1,447,319 related to deferred tax assets and R$382,874 related to deferred tax liabilities.
| (d) | Effective tax rate reconciliation |
| As of December 31, | ||
| 2025 | 2024 | |
| Net income before taxes | 1,336,821 | 1,041,011 |
| Expected income tax and social contribution, at statutory rates | (492,616) | (379,283) |
| Interest on equity (1) | 106,797 | 92,610 |
| Permanent additions and exclusions | (2,582) | 11,386 |
| Tax incentive - Hunger Prevention Program and donations | 24,318 | 7,229 |
| Extemporaneous credit | - | 21,603 |
| Others | 72,954 | (200) |
| Income tax expense | (291,129) | (246,655) |
| The effective income tax rate | 22% | 24% |
(1) Interest on equity refers to a profit distribution to shareholders and is deductible by the company for corporate income tax (IRPJ) and social contribution on net profit (CSLL) purposes.
| 47 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| (e) | Breakdown deferred tax assets and liabilities |
| December 31, 2025 | ||
| Deferred Tax Assets | Deferred Tax Liabilities | |
| Provisions | 148,247 | - |
| Allowance for expected credit losses | 1,100,448 | (98,816) |
| Lease liabilities | 131,854 | (120,365) |
| Other temporary differences | 66,770 | (163,693) |
| Total | 1,447,319 | (382,874) |
| December 31, 2024 | ||
| Deferred Tax Assets | Deferred Tax Liabilities | |
| Provisions | 141,076 | - |
| Impairment allowance for loans and advances to customers | 561,442 | (89,117) |
| Fair value of financial instruments held for trading | 21 | - |
| Net operating losses | 3,107 | - |
| Lease liabilities | 116,078 | (105,465) |
| Other temporary differences | 9,974 | (12,278) |
| Total | 831,698 | (206,860) |
| 8. | Property and Equipment |
| As of December 31, | ||
| 2025 | 2024 | |
| Furniture and fixtures | 19,865 | 15,936 |
| Improvements and facilities | 33,114 | 17,026 |
| IT equipment and systems | 20,905 | 16,638 |
| Equipment | 6,545 | 561 |
| Other tangible assets | 11,984 | 7,790 |
| Total Carrying amount | 92,413 | 57,951 |
| 2024 | Additions | Disposals | Transfer | 2025 | |
| Acquisition cost | |||||
| Furniture and fixtures | 25,668 | 6,673 | (311) | - | 32,030 |
| Improvements and facilities | 21,911 | 22,190 | (838) | - | 43,263 |
| IT equipment and systems | 54,368 | 12,329 | (2,486) | (1,063) | 63,148 |
| Equipment | 2,868 | 6,328 | (55) | - | 9,141 |
| Other tangible assets | 13,906 | 4,989 | (540) | 1,063 | 19,418 |
| Total Cost | 118,721 | 52,509 | (4,230) | - | 167,000 |
| 48 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
|
Accumulated depreciation |
|||||
| Furniture and fixtures | (9,732) | (2,633) | 200 | - | (12,165) |
| Improvements and facilities | (5,950) | (4,255) | 56 | - | (10,149) |
| IT equipment and systems | (36,664) | (7,864) | 2285 | - | (42,243) |
| Equipment | (2,307) | (316) | 27 | - | (2,596) |
| Other tangible assets | (6,117) | (1,594) | 277 | - | (7,434) |
| Total Depreciation | (60,770) | (16,662) | 2,845 | - | (74,587) |
| Total Carrying amount | 57,951 | 35,847 | (1,385) | - | 92,413 |
There were no indicators of impairment of Property and Equipment for the years ended December 31, 2025, and 2024.
| 9. | Intangible Assets |
As of December 31,
| 2025 | 2024 | |
| Goodwill | 147 | 147 |
| Other intangible assets | 182,058 | 199,009 |
| Total | 182,205 | 199,156 |
| 2024 | Additions | Disposals | Transfers | 2025 | |
| Acquisition cost | |||||
| Software | 293,006 | 5,291 | - | 7,460 | 305,757 |
| Intangible under development (i) | 9,405 | 27,687 | (92) | (7,460) | 29,540 |
| License acquisition | 95,496 | 76,901 | (1,310) | - | 171,087 |
| Others | 1,320 | - | (60) | - | 1,260 |
| Total Costs | 399,227 | 109,879 | (1,462) | - | 507,644 |
| Accumulated amortization | |||||
| Software | (120,874) | (60,545) | - | - | (181,419) |
| License acquisition | (79,243) | (65,611) | 788 | (144,066) | |
| Others | (101) | - | - | - | -101 |
| Total Amortization | (200,218) | (126,156) | 788 | - | (325,586) |
| Total Carrying amount | 199,009 | (16,277) | (674) | - | 182,058 |
(i) Substantially refers to expenses related to development of internal technology projects, substantially comprised of usage licenses and third-party services.
There were no indications of impairment of intangible assets for the years. Additionally, intangible assets recorded as “under development” were tested for impairment by comparing it carrying amount with its recoverable amount and no adjustments were identified.
| 49 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| 10. | Leases |
| (a) | Amounts recognized in the statement of financial position |
The Group has operating lease contracts for the headquarters buildings located in Porto Alegre (2024) and Campinas, as well as for the hubs and sales offices related to customer services. In addition, the Group has leases for the use of vehicles throughout Brazil.
Right of use asset
| As of December 31, | ||
| 2025 | 2024 | |
| Balance at end of previous year | 223,286 | 182,245 |
| Additions and contractual changes | 47,461 | 90,331 |
| Depreciation | (59,050) | (49,291) |
| Balance at end of the period | 211,697 | 223,285 |
Lease liabilities
| As of December 31, | ||
| 2025 | 2024 | |
| Balance at end of previous year | 254,602 | 206,753 |
| Additions and contractual changes | 47,461 | 90,331 |
| Payments | (86,097) | (75,870) |
| Interest | 32,314 | 33,388 |
| Balance at end of the period | 248,280 | 254,602 |
| (b) | Expenses recognized in the income statement |
| As of December 31, | ||
| 2025 | 2024 | |
| Depreciation (1) | 59,049 | 49,291 |
| Interest expenses (2) | 32,314 | 33,388 |
| Total | 91,363 | 82,679 |
| (1) | This amount is recorded in Depreciation and Amortization combined income statement. |
| (2) | This amount is recorded in Other Expenses, Net combined income statement. |
| (c) | Maturity of lease liabilities |
| December 31, 2025 | |||||
| Less than 12 months | 1 - 3 years | 3 - 5 years | Over 5 years | Total | |
| Lease liabilities | 83,334 | 115,219 | 45,114 | 4,613 | 248,280 |
| 50 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| December 31, 2024 | |||||
| Less than 12 months | 1 - 3 years | 3 - 5 years | Over 5 years | Total | |
| Lease liabilities | 74,176 | 110,414 | 56,662 | 13,350 | 254,602 |
Payments on short-term leases
Leases under short-term contracts are not recognized as right-of-use assets, with the related expenses being recognized under “General and Administrative Expenses” in the Income Statement. For the year ended December 31, 2025, there were R$6,180 short-term contract expenses, December 31, 2025, there were R$5,040 short-term contract expenses.
| 11. | Other Assets |
| As of December 31, | ||
| 2025 | 2024 | |
| Interbank transactions | 123,290 | 223,761 |
| Prepaid expenses | 302,926 | 239,728 |
| Collection receivable | 291,331 | 206,140 |
| Deposits Pledged as Guarantee - Labor | 37,500 | 37,091 |
| Recoverable taxes | 86,891 | 48,776 |
| Deposits Pledged as Guarantee - Tax | 14,184 | 13,034 |
| Deposits Pledged as Guarantee - Civil | 74,960 | 30,958 |
| Partnership Program | 96,252 | 62,484 |
| Commissions | 22,388 | 44,370 |
| Others | 89,076 | 49,642 |
| Total | 1,138,798 | 955,984 |
| 12. | Provision for contingencies |
Management classifies the risk of loss of legal and administrative proceedings in which the Group is a party as a defendant. Provisions are recorded for contingencies classified as a probable risk of loss and Management believes that the recorded amount is sufficient to cover those losses.
| (a) | Probable losses |
| As of December 31, | ||
| 2025 | 2024 | |
| Legal and administrative proceedings: | ||
| Civil | 217,015 | 217,845 |
| Labor | 71,755 | 82,511 |
| Tax | 21,573 | 1,567 |
| Total | 310,343 | 301,923 |
| 51 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Civil lawsuits are controlled individually, and the provision is recorded whenever the loss is evaluated as probable, considering the opinion of legal advisors, the nature of the lawsuits, similarity with previous cases, complexity, and legal precedent, as well as when there is probable expectation of future cash disbursement.
Labor claims are controlled individually, and the provision is recorded whenever the loss is evaluated as probable, considering the claim status and the history of losses. From the date of the hearing until an initial court decision, labor claims are measured by the average of losses occurred within the last 12 months. After the appeal, the losses are measured based on experts’ calculations until the settlement.
There are no significant administrative claims in process for non-compliance with the rules of Brazilian Financial System, tax claims or payment of penalties that may cause significant impacts to the Group’s financial statements.
| (b) | Possible losses |
The Group is a party to certain legal and administrative proceedings, which, in accordance with their nature and the risk of loss evaluation, the Group does not qualify the risk of loss as probable:
| As of December 31, | ||
| 2025 | 2024 | |
| Possible losses: | ||
| Civil | 50,000 | - |
| Labor | 23,455 | 22,569 |
| Tax | 40,176 | 38,773 |
| Total | 113,631 | 61,342 |
| (c) | Judicial deposits |
| As of December 31, | ||
| 2025 | 2024 | |
| Labor | 37,500 | 37,091 |
| Civil | 74,960 | 30,952 |
| Tax | 14,184 | 13,034 |
| Total | 126,644 | 81,077 |
Judicial deposits are recognized as "Other Assets" in the balance sheet.
| 52 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| (d) | Changes in provision |
| December 31, 2025 | ||||
| Civil | Labor | Tax | Total | |
| Opening balance | 217,845 | 82,511 | 1,567 | 301,923 |
| Reversals / additions in provision | 159,097 | 13,257 | 20,006 | 192,360 |
| Consumption | (159,927) | (24,013) | - | (183,940) |
| Closing balance | 217,015 | 71,755 | 21,573 | 310,343 |
| December 31, 2024 | ||||
| Civil | Labor | Tax | Total | |
| Opening balance | 120,165 | 112,074 | - | 232,239 |
| Reversals / additions in provision | 219,878 | 12,252 | 1,567 | 233,697 |
| Consumption | (122,198) | (41,815) | - | (164,013) |
| Closing balance | 217,845 | 82,511 | 1,567 | 301,923 |
| 13. | Other Liabilities |
| As of December 31, | ||
| 2025 | 2024 | |
| Accounts payable | 370,628 | 222,944 |
| Tax and social security | 385,631 | 146,664 |
| Personal expenses | 118,739 | 106,658 |
| Other liabilities – personal bonuses | 113,284 | 98,680 |
| Interbank transactions | 78,774 | 113,129 |
| Expected credit losses (1) | 4,249 | 4,747 |
| Partnership program liabilities (2) | 169,365 | 107,405 |
| Other Liabilities | 90,051 | 165,085 |
| Total | 1,330,721 | 965,312 |
| (1) | Refers to credit limits granted and not used. |
| (2) | Related to partnership shares classified as financial instruments, in accordance with IAS 32 (note 19 b) |
| 14. | Obligations related to credit assignments |
The Group recognizes obligations arising from the assignment, with co-obligation, of credit receivables originating from payroll-deductible loan transactions, pursuant to agreements for the promise of transfer and acquisition of credit rights and other covenants entered into with Vert-9 Companhia Securitizadora de Créditos Financeiros, Vert-5 Companhia Securitizadora de Créditos Financeiros, Opea – Companhia Securitizadora de Créditos Financeiros Agibank (dated July 24, 2025) and Fundo de Investimento em Direitos Creditórios Agibank I – Responsabilidade Limitada “FIDC” (Note 6.4(d)).
The associated liabilities represent the Group’s contractual obligation to repay the funding obtained in connection with such credit assignment transactions and are economically linked to the cash flows generated by the transferred receivables. The transferred receivables are contractually pledged as collateral for the associated liabilities and are subject to restrictions; accordingly, they are not available for unrestricted sale or re-pledging by Banco Agibank.
| 53 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Obligations related to the assignment of credit receivables through the investment fund “FIDC” are contractually segregated into senior and subordinated quotas. The subordinated quotas, which absorb first losses and provide exposure to residual returns, are fully held by the Group and, therefore, are eliminated in the consolidation process (note 2a). Accordingly, only the senior quotas held by third-party investors, which give rise to a contractual obligation to deliver cash, remain recognized as liabilities in the consolidated financial statements.
These liabilities are measured at amortized cost and are presented as a separate item in the statement of financial position to provide more transparent disclosures of these transactions.
| December 31, 2025 | December 31, 2024 | |
| Vert-9 Companhia Securitizadora de Créditos Financeiros | 3,364,206 | 3,084,589 |
| Vert-5 Companhia Securitizadora de Créditos Financeiros | 748,641 | 1,375,040 |
| Fundo de Investimento em Direitos Creditórios Agibank I – Responsabilidade Limitada “FIDC” | 2,013,830 | - |
| Opea SPE 02 Companhia Securitizadora de Créditos Financeiros | 4,270,668 | - |
| Total | 10,397,345 | 4,459,629 |
| 15. | Equity / net investments |
| (a) | Pre reorganization |
The financial statements were prepared in accordance with the basis of preparation described in Note 2 and the accounting policies described in Note 2. No share capital is presented prior to the corporate reorganization as the financial statements reflect the combination of the Company and Nuova. The net investment and the profit (loss) for the year/period are derived by aggregating the net assets of the Company and its subsidiaries with those of Nuova and its subsidiaries.
In accordance with Article 25 of the bylaws, the distribution of mandatory dividends amounting to 25% (twenty-five percent) of the net profit adjusted as per Articles 201 and 202 of Law No. 6,404/76 is assured, to be paid as stipulated in Article 205, § 3 of the same legal provision, upon the conclusion of the fiscal year. On the fiscal year ended December 31, 2024, the Group allocated part of its net profit for the distribution of mandatory dividends, in the amounts of R$9,950.
On September 30, 2024, Nuova was merged with and into Agibank Corretora de Seguros Sociedade Simples Ltda., which subsequently assumed control of Nuova and its subsidiaries—such merger, the Nuova Merger. As a result, these entities became indirect subsidiaries of the Bank.
| (b) | After reorganization |
| December 31, 2025 | December 31, 2024 | |||
| Class of shares | Number of shares | Carrying amount | Number of shares | Carrying amount |
| Common shares | 418,168,922 | 1,156,729 | 418,168,922 | 723,610 |
| Preferred shares A | 30,422,075 | 49,494 | 22,913,504 | 17,984 |
| Preferred shares B | 145,674,473 | 402,961 | 145,674,473 | 252,079 |
| Preferred shares C | 142,984,328 | 557,787 | 142,984,328 | 409,691 |
| Preferred shares D | 35,466,285 | 56,734 | - | - |
| Preferred shares E | 74,111,384 | 398,377 | 59,589,816 | 269,636 |
| Total share capital | 846,827,467 | 2,622,082 | 789,331,043 | 1,673,000 |
| 54 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
As of December 31, 2025, Agi Financial Holding’s share capital amounted to R$2,622,082, fully subscribed and paid in, and is divided into 846,827,467 book-entry shares with no par value, including 418,168,922 common shares, 30,422,075 class A preferred shares, 145,674,473 class B preferred shares, 142,984,328 class C preferred shares, 35,466,285 class D preferred shares, and 74,111,384 class E preferred shares, with rights defined as follows:
| · | Class A preferred shares do not carry voting rights. As of the reporting date, Class A preferred shares do not grant preferential or priority rights to dividends or interest on capital and participate in profit distributions on the same basis as common shares. |
| · | Class B, Class C and Class E preferred shares each confer one vote per share. As of the reporting date, these classes do not grant preferential or priority rights to dividends or interest on capital and participate in profit distributions on the same basis as common shares. |
| · | Class D preferred shares confer one vote per share and grant their holders a preferential participation in the Company’s distributable profits, resulting in a higher allocation of earnings per share relative to other classes of equity instruments. The preferential allocation applicable to Class D preferred shares is non-cumulative, contingent upon the availability of distributable profits for the period and does not give rise to any contractual obligation of the Company to deliver cash or other financial assets. |
At the Extraordinary General Meeting held on February 19, 2025, the issuance of 35,466,285 Class D preferred shares was approved at an issuance price of R$400,000, of which R$20,000 was allocated to share capital and R$380,000 was allocated to the capital reserve. The issuance forms part of the Shareholders’ Agreement entered into between the Company and the investment fund “LCM BIGBANG FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA RESPONSABILIDADE LIMITADA.” The transaction was carried out through the contribution of the shares of Banco Agibank S.A. that the investment fund had acquired on December 27, 2024. As a result, from that date the Company came to hold 100% of the equity interest in Banco Agibank S.A. (95.7% as of December 31, 2025 — see Note 2.a). The share issuance, together with the increase in ownership interest in Banco Agibank S.A., resulted in a change of R$124,961 between controlling and non-controlling interests.
On October 1, 2025, Banco Agibank acquired the non-controlling interests in the company’s Agibank Corretora de Seguros Ltda., Telecontato
Call Center e Telemarketing Ltda., and Hypeflame Tecnologia e BigData Ltda. Additionally, its wholly-owned subsidiary, Agibank Corretora
de Seguros Ltda., acquired equity interests in the companies Agiplan Serviços de Cobrança Ltda., and Neo Núcleo de
Excelência Operacional Ltda. The Net Impact of the movement was $7,263.
At the Extraordinary General Meeting held on October 27, 2025, the increase of AGI Financial Holding’s share capital in the amount of R$53,873 thousand was approved, through the partial capitalization of the amounts recorded as interest on equity payable, with the issuance of 15,050 thousand registered shares. Of these, 528 thousand were Class A preferred shares with a nominal value of R$1,892 each, and 14,522 thousand were Class E preferred shares with a nominal value of R$51,981 each.
| 55 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
At the Extraordinary General Meeting held on December 30, 2025, the increase of the Company’s share capital in the amount of R$877,101 thousand was approved, without the issuance of new shares, through the capitalization of retained earnings for the period, legal reserve, statutory reserve and reserve for mandatory dividends not distributed, based on the interim balance sheet dated November 30, 2025.
| (c) | Usufruct dividends |
On June 28, 2024, a usufruct agreement was executed between the Bank and the Company, pursuant to which dividends and interest on capital declared by the Bank are paid directly to the shareholders of the Company. Although the Company remains the legal owner of the shares of the Bank, the shareholders of the Company are entitled to receive such distributions during the term of the agreement. These amounts distributed by the Bank directly to the shareholders of the Company were recorded as a reduction in retained earnings
| (d) | Earnings per share |
Earnings per share are calculated by dividing profit for the period attributable to the equity holders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding, considering the potential conversion of preferred shares into ordinary shares. As the effect of such conversion would increase, rather than decrease, earnings per share, these preferred shares are considered antidilutive and, therefore, are not included in the calculation of diluted earnings per share. The number of ordinary shares in issue by the Company following the corporate reorganization is presented retroactively for purposes of calculating earnings per share in all periods presented.
| December 31, 2025 | December 31, 2024 | |
| Continuing operations: | ||
| Net income attributable to owners of the parent company | 1,037,833 | 791,014 |
| Net income attributable to common shares | 514,043 | 419,093 |
| Net income attributable to preferred shares | 523,790 | 371,920 |
| Weighted average number of outstanding shares following the corporate reorganization | 823,452,977 | 789,268,910 |
| Common | 418,168,922 | 418,168,922 |
| Preferred | 405,284,055 | 371,099,988 |
| Basic and diluted earnings per share – R$ | ||
| Common | 1.23 | 1.00 |
| Preferred | 1.59 | 1.00 |
Net income attributable to preferred shares represents the portion of the Company’s profit for the period allocated to holders of preferred shares in accordance with the specific economic rights applicable to each class of preferred shares.
| 56 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
For the year ended December 31, 2024, all classes of preferred shares participate in profits on a basis equivalent to common shares.
The allocation of earnings among classes of equity instruments is based solely on distributable profits for the period and does not result in fixed, cumulative or guaranteed returns. Accordingly, amounts attributed to preferred shares are presented as a component of profit attributable to equity holders of the Company.
| 16. | Net Interest Income |
| For the Year Ended December 31, | ||
| 2025 | 2024 | |
| Interest income using the effective interest method | ||
| Fixed income securities | 550,767 | 423,493 |
| Loans and advances - Credit institutions | 166,814 | 44,218 |
| Loans and advances - Customers | 8,804,905 | 6,197,611 |
| Total income | 9,522,486 | 6,665,322 |
| Interest expense using the effective interest method | ||
| Customer deposits | (2,557,849) | (1,772,029) |
| Assignment of financial assets | (1,525,389) | (615,274) |
| Contributions to the Credit Guarantee Fund | (879,768) | (331,393) |
| Interbank deposits | (32,010) | (7,772) |
| Interest expense on loans and borrowings | (81,156) | (44,385) |
| Total expense | (5,076,172) | (2,770,853) |
| Net interest income | 4,446,314 | 3,894,469 |
| 17. | Operating Expenses and other Revenues |
| (a) | Commissions, banking fees and other revenues from services |
| For the Year Ended December 31, | ||
| 2025 | 2024 | |
| Banking fees | 133,376 | 97,526 |
| Brokerage commissions | 716,800 | 405,045 |
| Other revenue commissions | 18,359 | 23,276 |
| IT development services | - | 1,080 |
| Total | 868,535 | 526,927 |
| 57 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| (b) | Selling, General and Administrative Expenses |
| 2025 | 2024 | |
| Advertising expenses | (28,133) | (45,908) |
| Communication expenses | (27,925) | (27,409) |
| Financial system service expenses | (434,464) | (387,418) |
| Maintenance expenses | (35,805) | (36,779) |
| Promotion expenses | (5,995) | (9,024) |
| Data processing (rental and maintenance expenses) | (165,178) | (126,856) |
| Technical services expenses | (329,622) | (310,713) |
| Travel expenses | (10,857) | (12,901) |
| Administrative expenses | (12,854) | (9,406) |
| Legal expenses | (192,360) | (233,763) |
| Other general and administrative expenses | (67,571) | (25,660) |
| Total selling, general and administrative expenses | (1,310,764) | (1,225,837) |
| (c) | Personnel Expenses |
| For the Year Ended December 31, | ||
| 2025 | 2024 | |
| Compensation Expenses | (243,867) | (217,036) |
| Benefits | (140,145) | (119,451) |
| Other personal expenses | (4,482) | - |
| Social security costs | (136,180) | (112,378) |
| Total Personnel Expenses | (524,674) | (448,865) |
| (d) | Tax Expenses |
| For the Year Ended December 31, | ||
| 2025 | 2024 | |
| Tax on Services (ISS) | (12,559) | (5,457) |
| Social Integration Program (PIS) | (62,139) | (53,367) |
| Tax for Social Security Financing (Cofins) | (336,111) | (288,745) |
| Other tax expenses | (92,995) | (82,400) |
| Total Tax Expenses | (503,804) | (429,969) |
| 18. | Other income (expenses), net |
| For the Year Ended December 31, | ||
| 2025 | 2024 | |
| Credit assignment results | - | 8 |
| Non-operating income | 807 | 760 |
| Addition/reversal of other provisions | 1,913 | 2,966 |
| Interest on lease liabilities | (31,607) | (33,388) |
| Tax Incentive (1) | 46,513 | 39,140 |
| Partnership Program Expense (2) | (51,654) | (43,166) |
| Other operating expense | (5,617) | (23,870) |
| Total Other income (expense), net | (39,645) | (57,550) |
(1) The Company receives a municipal tax incentive related to the local services tax (“ISS”), which reduces the effective tax rate on certain service revenues. The incentive is granted for a fixed 10-year period, subject to ongoing compliance with operational requirements, and the amounts may vary depending on service volumes or changes in local rules.
(2) Related to partnership shares classified as financial instruments, in accordance with IAS 32 (note 19 b)
| 58 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| 19. | Related parties |
| (a) | Compensation for key management personnel |
For the years ended December 31, 2025 and 2024, the benefits provided in the form of fixed compensation to the Group’s key management, were as follows:
| December 31, 2025 | December 31, 2024 | |
| Remuneration | 29,255 | 50,162 |
| Social charges | 6,582 | 11,286 |
| Total | 35,837 | 61,448 |
The Group does not provide long-term benefits, employment contract termination benefits or share-based compensation to its key management personnel.
| (b) | Partnership program |
On July 1, 2019, the Partnership Program was approved at the Extraordinary General Meeting, allowing managers and employees to participate in the Group’s increase in net assets by purchasing preferred shares. The purchase and sale value of the shares was initially defined as the Bank’s net assets per share (subsequently change to the Company’s net assets per share), based on the most recent available audited financial statements, with a payment term of 60 months. A participant leaving the Group’s employment has the right to sell their shares to the Bank, also at net assets per share, calculated based on the most recent audited financial statements available immediately before the repurchase request.
As the shares are redeemable at the option of the holder, the Group does not have the legal right to avoid cash payment and so has classified the preferred shares issued under the Partnership program as a liability in accordance with IAS 32 Financial Instruments: Presentation.
In 2022, a new Partnership Program was launched, allowing managers and employees to become shareholders of the Company through a contract related to the purchase of shares. The purchase value of the shares was based on the Group’s last fundraising round with third party investors, per share, adjusted by the TLP interest rate index until payment is settled by the employee. The Company retains the right to repurchase these shares, and the repurchase price is determined based on the growth in the Company’s net assets between the grant date and the relevant tranche period.
On December 31, 2025, the receivable balance from participants was R$96,252 (R$62,484 as of December 31, 2024), as disclosed in the note 11 – “Other Assets”.
On December 31, 2025, the Partnership program liability was R$163,561 (R$107,405 as of December 31, 2024), as disclosed in Note 13 - Other liabilities. For year-end ended December 31, 2025, the Group recorded a financial expense related to the change in the value of the program participants' shares amounting to R$51,654 (R$43,166 as of December 31, 2024), as disclosed in note 18 - Other income (expenses), net.
| 59 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| 20. | Non-cash items |
The net cash generated by financing and investing activities includes only those transactions that impacted the Group’s cash. The table below shows investing and financing activities which did not involve the use of cash and/or cash equivalents:
| For the Year Ended December 31, | ||
| 2025 | 2024 | |
| Leasing additions and changes | 47,461 | 90,331 |
| Total | 47,461 | 90,331 |
| 21. | Sensitivity analysis |
The following analysis estimates the potential impact on profit or loss of the Group financial instruments under hypothetical stress scenarios of the main market risk factors affecting each position.
As of December 31, 2025 and December 31, 2024, we identified that the principal market risk is linked to changes in fixed and floating-rate indices applicable to our financial assets and liabilities, which serve as the benchmarks for these positions. For the hypothetical stress scenarios, the reasonably possible risk variation considered an increase in 10% and a decrease in 10% in the benchmark interest rate.
The floating-rate indices are primarily tied to the CDI and SELIC index rate, which reflects the average interbank deposit rate in Brazil, and to the IPCA—Brazil’s broad national consumer price index, which measures overall Brazilian inflation and is published monthly by the Brazilian Institute of Geography and Statistics (IBGE). For floating rate instruments, the table below presents the sensitivity of 12 months of interest income/expense, considering no other changes during this period. For fixed rate instruments, the table presents the sensitivity of fair value in the hypothetical scenario. The Group has not identified any risks related to exchange rates or commodity fluctuations in assets or liabilities.
| For the year ended | ||||||
| December 31, | ||||||
| 2025 | 2024 | |||||
| Inflation (IPCA) (1) | 4.3 | % | 4.8 | % | ||
| Interest rate (SELIC) (2) | 14.9 | % | 12.2 | % | ||
Source: IBGE and Brazilian Central Bank.
(1) The IPCA, compiled by the Brazilian Institute of Geography and Statistics (IBGE), is a comprehensive consumer price index. The inflation figure presented reflects the accumulated variation over the preceding 12-month period.
(2) The SELIC rate, recognized as Brazil’s risk-free benchmark, is established by the Central Bank and serves as the primary instrument for the implementation of national monetary policy.
Sensitivity analysis of changes in interest rates
| 60 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| Interest Change Scenario | ||||
| As of December 31, 2025 | Rate Risk | Total portfolio | 10% | (10%) |
| Financial Assets | ||||
| Financial assets measured at amortized cost | 42,521,279 | (352,850) | 352,850 | |
| Debentures | Fixed Rate | 1,739,683 | (10,745) | 10,745 |
| Debentures | CDI | 3,941,507 | 51,111 | (51,111) |
| Gross Credit Potfolio 1 | Fixed Rate | 34,365,118 | (378,095) | 378,095 |
| Government Securities – Other Countries (ICO) | Fixed Rate | 1,511,277 | (14,989) | 14,989 |
| Government Securities – Other Countries (KDB) | Fixed Rate | 289,509 | (2,103) | 2,103 |
| National Treasury Notes (NTN) | IPCA | 94,070 | 384 | (384) |
| Investment securities - National Treasury Bills (LTN) | Fixed Rate | 256,000 | (2,616) | 2,616 |
| Financial Treasury Bills (LFT) | SELIC | 324,115 | 4,203 | (4,203) |
| Financial assets measured at fair value through profit or loss | 3,102,639 | 39,717 | (39,717) | |
| Financial Instruments - Derivatives | CDI | 250,582 | 23,175 | (23,175) |
| Investment securities - Financial Treasury Bills (LFT) | Selic | 1,722,314 | 22,335 | (22,335) |
| Investment securities - Financial Bills (LF) | CDI | 210,891 | 2,735 | (2,735) |
| Investment securities - National Treasury Bills (LTN) | Fixed Rate | 646,754 | (6,596) | 6,596 |
| Investment securities - National Treasury Notes (NTN) | Fixed Rate | 139,335 | (1,141) | 1,141 |
| Investments fund quotas¹ | - | 132,763 | (791) | 791 |
| Financial Liabilities | ||||
| Other Liabilities | (10,397,287) | 161,526 | (161,526) | |
| Obligations related to credit assignments (Vert and FIDC) | Fixed Rate | (10,397,287) | 161,526 | (161,526) |
| Financial liabilities measured at amortized cost | (31,699,084) | (174,536) | 174,536 | |
| Demand customer deposits | - | (345,801) | - | - |
| Funds from acceptances and issuance of securities | CDI | (6,152,941) | (79,891) | 79,891 |
| Time customer deposits | CDI | (8,025,775) | (109,627) | 109,627 |
| Debt issued and other borrowed funds | CDI | (530,311) | (6,877) | 6,877 |
| Time customer deposits | IPCA | (4,368,545) | (18,133) | 18,133 |
| Funds from acceptances and issuance of securities | Fixed Rate | (17,588) | 176 | (176) |
| Time customer deposits | Fixed Rate | (8,110,561) | 87,870 | (87,870) |
| Loans and borrowing | CDI | (667,089) | (8,651) | 8,651 |
| Debt issued and other borrowed funds | Fixed Rate | (229,027) | 2,761 | (2,761) |
| Repurchase agrements | CDI | (3,251,446) | (42,164) | 42,164 |
(1) Based on the gross credit portfolio balance, excluding allowance for loan losses, purchase premium, and hedging effects.
| Interest Change Scenario | ||||
| As of December 31, 2024 | Rate Risk | Total portfolio | 10% | (10%) |
| Financial Assets | ||||
| Financial assets measured at amortized cost | 27,583,439 | (270,796) | 270,796 | |
| Financial Treasury Bills (LFT) | SELIC | 104,192 | 1,129 | (1,129) |
| Debentures | CDI | 1,392,720 | 10,030 | (10,030) |
| National Treasury Notes (NTN) | IPCA | 90,866 | 419 | (419) |
| Gross Credit Potfolio (1) | Fixed Rate | 24,286,705 | (265,398) | 265,398 |
| National Treasury Bills (LTN) | Fixed Rate | 1,174,990 | (12,729) | 12,729 |
| Government Securities – Other Countries (KDB) | Fixed Rate | 533,966 | (4,247) | 4,247 |
| Financial assets measured at fair value through other comprehensive income | 14,394 | 156 | (156) | |
| Securities - Financial Treasury Bills (LFT) | SELIC | 14,394 | 156 | (156) |
| Financial assets measured at fair value through profit or loss | 1,105,089 | 46,349 | (46,349) | |
| Financial Instruments - Derivatives | CDI | 407,994 | 39,330 | (39,330) |
| Investment securities - Financial Treasury Bills (LFT) | Selic | 555,577 | 5,991 | (5,991) |
| Investment securities - Financial Bills (LF) | CDI | 1,073 | 12 | (12) |
| Investments fund quotas | - | 140,445 | 1,016 | (1,016) |
| 61 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
| Financial Liabilities | ||||
| Obligations related to credit assignments | (4,459,629) | 79,518 | (79,518) | |
| Obligations related to credit assignments (Vert and FIDC) | Fixed Rate | (4,459,629) | 79,518 | (79,518) |
| Financial liabilities measured at amortized cost | (20,841,534) | (59,460) | 59,460 | |
| Demand customer deposits | - | (320,209) | - | - |
| Exchange Acceptance Resources | CDI | (3,227,072) | (35,035) | 35,035 |
| Time customer deposits | CDI | (5,444,101) | (62,669) | 62,669 |
| Loans and borrowing | CDI | (480,103) | (5,201) | 5,201 |
| Debt issued and other borrowed funds | CDI | (269,173) | (2,916) | 2,916 |
| Time customer deposits | IPCA | (4,486,875) | (20,673) | 20,673 |
| Exchange Acceptance Resources | Fixed Rate | (28,913) | 278 | (278) |
| Time customer deposits | Fixed Rate | (6,325,758) | 63,872 | (63,872) |
| Debt issued and other borrowed funds | Fixed Rate | (253,109) | 2,825 | (2,825) |
| Repurchase agrements | Fixed Rate | (6,221) | 59 | (59) |
(1) Based on the gross credit portfolio balance, excluding allowance for loan losses, purchase premium, and hedging effects.
| 22. | Capital Management |
The assessment of capital adequacy is based on Agibank's strategic planning, supported by the economic-financial budget, which is based on the following assumptions: the projection of asset growth, based on the estimated credit offering; estimated delinquency and collection; projection of liabilities necessary for the sustainable maintenance of liquidity given the need for asset growth, including the number of employees, technology level, and also the revenues and expenses, whether operational or administrative, expected to occur according to the anticipated evolution of the operations.
| As of December 31, | ||
| Capital Adequacy | 2025 | 2024 |
| Referential Equity (PR) | 3,876,865 | 2,443,053 |
| Referential Equity - Tier I | 3,549,410 | 2,077,838 |
| Referential Equity - Tier II | 327,455 | 365,215 |
| Risk-Weighted Assets (RWA) | 25,008,422 | 17,481,130 |
| Credit Risk (RWAcpad) | 22,483,368 | 15,192,006 |
| Market Risk (RWAmpad) | 227,428 | 9,290 |
| Operational Risk (RWAopad) | 2,297,625 | 2,279,834 |
| Banking Risk (RBAN) | 699,475 | 942,939 |
| Full Exposure | 48,936,525 | 30,034,082 |
| Capital Adequacy Ratio (PR/RWA) | 15.50% | 13.98% |
| Capital Adequacy Ratio (PR/RWA+RBAN) | 15.08% | 13.26% |
| Leverage Ratio | 7.25% | 6.92% |
The minimum level for the Capital Adequacy Ratio required by the current regulation is 10.5%, according to CMN Resolution No. 4.958/21. As of December 31, 2025, Agibank has a capital margin of 4.58% (2.76% as of December 31, 2024).
| As of December 31, | ||
| Composition of Referential Equity (PR) | 2025 | 2024 |
| Equity | 5,277,257 | 2,719,761 |
| Prudential Adjustments to Tier 1 Capital | (1,956,089) | 641,923 |
| Referential Equity | 3,320,568 | 2,077,838 |
|
Complementary Capital
|
228,842 | - |
| Tier I | 3,549,410 | 2,077,838 |
| Instruments Eligible for Tier II | 327,455 | 365,215 |
| Tier II | 327,455 | 365,215 |
| Referential Equity | 3,876,865 | 2,443,053 |
| 62 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
Agibank's Tier II Capital is composed of Subordinated Letters of Credits operations. As of December 31, 2025, the principal amounts to R$342,700, compared to R$372,700 on December 31, 2024. The balance of these operations stands at R$530,497 as of December 31, 2025, up from R$522,283 on December 31, 2024. There is no forecast for early repurchase of these operations.
| As of December 31, | ||||||
| Financial Instrument | Principal | Issuance | Maturity | Remuneration | 2025 | 2024 |
| Subordinated Letters of Credits | 20,000 | Apr/20 | Apr/26 | 10.5% | 35,200 | 31,865 |
| Subordinated Letters of Credits | 15,000 | nov/21 | nov/27 | CDI + 4% | 28,680 | 24,127 |
| Subordinated Letters of Credits | 300 | May/22 | Jun/29 | 16.9% | 523 | 448 |
| Subordinated Letters of Credits | 2,900 | May/22 | May/29 | CDI + 4% | 5,166 | 4,346 |
| Subordinated Letters of Credits | 39,300 | May/22 | May/29 | 16.4% a 16.7% | 67,971 | 58,401 |
| Subordinated Letters of Credits | 900 | Jun/22 | Jun/29 | CDI + 4% | 1,587 | 1,335 |
| Subordinated Letters of Credits | 600 | Jun/22 | Jun/29 | 17.3% a 17.6% | 1,058 | 902 |
| Subordinated Letters of Credits | 10,200 | Jun/22 | Jun/29 | 17% a 17.4% | 17,800 | 15,211 |
| Subordinated Letters of Credits | 1,500 | Jun/22 | jul/29 | 17.3% a 17.6% | 2,627 | 2,239 |
| Subordinated Letters of Credits | 92,700 | Jul/22 | Jul/29 | CDI + 4% | 161,666 | 136,010 |
| Subordinated Letters of Credits | 58,200 | Jul/22 | Jul/29 | 17.3% a 17.6% | 101,753 | 86,616 |
| Subordinated Letters of Credits | 1,200 | Jul/22 | Jul/29 | 17% a 17.4% | 2,095 | 1,787 |
| Subordinated Letters of Credits | 99,900 | Mar/24 | Mar/34 | CDI + 2.9% | 104,372 | 103,356 |
| Total | 342,700 | 530,498 | 522,282 | |||
| 23. | Risk Management and Financial Instruments |
The Group considers risk management to be a fundamental strategic tool, carried out by an independent risk management unit, based on best market practices, with the objective of ensuring that the risks to which the institution is exposed are managed according to the risk appetite, policies, and established procedures. Monitoring is conducted through daily reports delivered to the Executive Officers and key leadership, with performance comments and exposure statements in relation to the limits set institutionally, always prioritizing proactivity in managing these risks.
(a) Credit Risk: Refers to the possibility of losses resulting from the failure of the borrower, issuer, or counterparty to fulfill their respective financial obligations under the agreed terms. The risk management area conducts daily stress tests on the credit portfolio, measuring the impact of increased delinquency on the company’s results and other risk indicators.
(b) Market Risk: The possibility of losses resulting from fluctuations in the market values of positions held by a financial institution, as well as its financial margins, including risks from transactions subject to currency variation, interest rates, indexes, stock prices, and commodity prices. Market risk control is conducted through standardized procedures and in accordance with corporate policies. The allocation of available resources from the Bank and controlled companies are always made with the goal of mitigating exposure to market risk.
| 63 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
(c) Liquidity Risk: The possibility of imbalances between tradable assets and payable liabilities that could affect the institution's ability to meet its payment obligations, considering different currencies and settlement terms for its rights and obligations. Liquidity risk monitoring is performed daily based on established indicators, cash flow, and stress scenarios.
(d) Operational Risk: The possibility of losses resulting from failure, deficiency, or inadequacy of internal processes, people, and systems, or from external events. It includes legal risk associated with inadequacy or deficiencies in contracts signed by the institution, as well as sanctions for non-compliance with legal provisions and compensation for third-party damages arising from the institution's activities. The evaluation of operational risks is conducted to ensure the quality of the control of the environment, adhering to internal guidelines and current regulations. Matters related to operational risk are reported through monthly reports to senior management and specific reports to area managers.
(e) Credit risk management and allowance for expected credit losses
Credit risk management objectives and strategies:
| i. | Credit Risk Exposure |
Agibank’s credit risk exposures primarily originate from secured operations, particularly payroll products, where the primary risk relates to events such as death or suspension of social security benefits. For unsecured products, the risk stems from potential customer default, mitigated through policies that prioritize transactions with clients maintaining an active banking relationship, such as salary deposits with the institution.
| ii. | Risk Management Objectives, Policies and Processes |
The objective of credit risk management is to ensure portfolio quality and preserve financial soundness, maintaining delinquency levels within the risk appetite defined by the Executive Board in the Risk Appetite Statement (RAS). Policies and processes include credit analysis based on internal models, risk classification, establishment of limits by client and segment, continuous exposure monitoring, and provisioning practices in compliance with Central Bank regulations and IFRS 9.
| iii. | Measurement and Monitoring |
Measurement methods encompass internal models for calculating Probability of Default (PD), Loss Given Default (LGD), and Exposure at Default (EAD), in addition to stress testing to assess portfolio resilience under adverse scenarios. Model monitoring is performed on an ongoing basis through periodic validation, backtesting, and performance analysis, ensuring that underlying assumptions remain aligned with observed data and that models maintain predictive capability amid changes in portfolio behavior and macroeconomic conditions. Key indicators monitored include the non-performing loan ratio (NPL), coverage ratio, sector concentration, internal ratings, and provisioning levels, which enable assessment of clients’ repayment capacity and adequacy of provisions relative to assumed risk.
| iv. | Changes from Prior Period |
During the current period, there were no material changes in credit risk management policies or processes compared to the prior year, maintaining the strategy of concentration in secured products and mitigation through banking relationship.
| v. | Governance Structure |
Credit risk governance is organized into multiple layers to ensure effective oversight and compliance, including:
• Credit Committee – responsible for defining strategies and lending policies.
| 64 |
AGI FINANCIAL HOLDING S.A. Notes to the Consolidated Financial Statements As of and for the Years Ended December 31, 2025 and 2024 (In thousands of Brazilian reais - R$, unless otherwise stated) | |
• Risk Committee – overseeing regulatory indicators and adherence to the risk appetite.
• Credit Risk Management Department – an independent unit ensuring portfolio quality.
• Chief Risk Officer (CRO) – accountable for governance oversight and reporting to the Executive Board.
These governance structures ensure exposures are monitored, measured, and maintained within established limits, with processes regularly reviewed to ensure regulatory compliance and alignment with best market practices.
| 24. | Subsequent Events |
In December 2025, the INSS announced a precautionary suspension of new payroll loan deductions under ACT No. 106/2025 (Banco Agibank) and ACT No. 221/2025 (Agi Financeira) following a CGU audit. The suspension was lifted on January 12, 2026, after a settlement with the INSS that fully reinstated the ability to process new payroll loan deductions, subject to enhanced compliance obligations and oversight. Under the settlement, the Company agreed, among other matters, to strengthen controls, review past transactions, make applicable refunds and pay a compensatory amount of R$1.0 million. Failure to comply may result in renewed suspensions, penalties and other administrative measures.
On February 11, 2026, AGI Inc.’s initial public offering (IPO) was declared effective. On February 12, 2026, 20,000,000 Class A common shares (or up to 23,000,000 Class A common shares if the underwriters’ option to purchase additional shares is exercised in full) began trading on the New York Stock Exchange. In connection with the IPO, AGI Inc. issued and sold 20 million shares of Class A common stock, par value US$12. As part of the transaction, all shares of AGI Financial Holding S.A. were contributed to AGI Inc. at an exchange ratio of 6.15:1, as a result of which AGI Financial Holding S.A. became a wholly owned subsidiary of AGI Inc.
In March 2026, Agibank launched Agibank Asset Management Ltda. (“Agi Asset”), a new business vertical focused on asset management and private credit products. The initiative marks the beginning of the Bank’s expansion into wholesale banking activities, leveraging its credit expertise to structure receivables funds (FIDCs) and promote corporate access to capital markets. Headquartered in São Paulo, Agi Asset applies advanced technology and artificial intelligence to enhance credit analysis efficiency.
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BOARD OF DIRECTORS
Rosa Rios Board Member
Aod Cunha de Moraes Junior Conselheiro Board Member
Gabriel Felzenszwalb Board Member
Daniel Keprel Goldberg Board Member
Humberto Goes Linaris Board Member
|
EXECUTIVE MANAGEMENT
Marciano Testa Chief Executive Officer
Glauber Marques Correa Chief Operating Officer
Rafael de Oliveira Morais Chief Risk and Controllership Officer
Lucas Araújo de Aguiar Chief People and Governance Officer
Marcello Winik Dubeux Chief Sales Officer
Vinicius Birkeland Aloe Chief Technology Officer
Matheus Girardi Chief Sales Officer
Daniel Antonio Pires Chief Data and Credit Officer
Daniel Monteiro de Farias Chief Products Office
|
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