6-K
Sendas Distributor S.A. (ASAIY)
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 of the Securities Exchange Act of 1934
For the month of August 2025
Commission File Number: 001-39928
_____________________
Sendas Distribuidora S.A.
(Exact Name as Specified in its Charter)
Sendas Distributor S.A.
(Translation of registrant’s name into English)
Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959,Anexo A
Jacarepaguá
22775-005 Rio de Janeiro, RJ, Brazil
(Address of principal executive offices)
(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: ý Form 40-F: o

| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||
|---|---|---|
| ITR – Interim Financial Information – June 30,2025 – SENDAS DISTRIBUIDORA S.A. | ||
| Contents | ||
| Corporate Information / Capital Composition | 2 | |
| Interm Financial Information | ||
| Individual Statements | ||
| Balance Sheet - Assets | 3 | |
| Balance Sheet - Liabilities | 4 | |
| Statements of Operations | 5 | |
| Statements of Comprehensive Income | 6 | |
| Statements of Cash Flows | 7 | |
| Statements of Changes in Shareholders’ Equity | 8 | |
| Notes to the Interm Financial Information | 10 | |
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||
| --- | --- | |
| ITR – Interim Financial Information – June 30,2025 – SENDAS DISTRIBUIDORA S.A. | ||
| Corporate information / Capital composition | ||
| Number of Shares | Current quarter | |
| (Thousands) | 6/30/2025 | |
| Share Capital | ||
| Common | 1,352,245 | |
| Preferred | - | |
| Total | 1,352,245 | |
| Treasury Shares | ||
| Common | 5,108 | |
| Preferred | - | |
| Total | 5,108 | |
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||
| --- | --- | --- |
| Interim Financial Information - 6/30/2025 - SENDAS DISTRIBUIDORA S.A. | ||
| Individual<br> Financial Statements / Balance Sheet - Assets | ||
| R<br> (in thousands) | ||
| Current Quarter | Prior year | |
| Account code | 6/30/2025 | 12/31/2024 |
| 1 | 44,303,000 | 45,593,000 |
| 1.01 | 15,053,000 | 16,448,000 |
| 1.01.01 | 4,459,000 | 5,628,000 |
| 1.01.03 | 1,567,000 | 2,210,000 |
| 1.01.03.01 | 1,567,000 | 2,210,000 |
| 1.01.04 | 7,795,000 | 7,127,000 |
| 1.01.06 | 997,000 | 1,241,000 |
| 1.01.08 | 235,000 | 242,000 |
| 1.01.08.03 | 235,000 | 242,000 |
| 1.01.08.03.01 | 8,000 | 93,000 |
| 1.01.08.03.03 | 46,000 | 50,000 |
| 1.01.08.03.04 | 181,000 | 99,000 |
| 1.02 | 29,250,000 | 29,145,000 |
| 1.02.01 | 1,574,000 | 1,196,000 |
| 1.02.01.07 | 239,000 | 140,000 |
| 1.02.01.09 | 23,000 | 23,000 |
| 1.02.01.09.04 | 23,000 | 23,000 |
| 1.02.01.10 | 1,312,000 | 1,033,000 |
| 1.02.01.10.04 | 810,000 | 672,000 |
| 1.02.01.10.05 | 23,000 | 24,000 |
| 1.02.01.10.06 | 424,000 | 297,000 |
| 1.02.01.10.07 | 42,000 | 31,000 |
| 1.02.01.10.08 | 13,000 | 9,000 |
| 1.02.02 | 823,000 | 804,000 |
| 1.02.02.01 | 823,000 | 804,000 |
| 1.02.02.01.03 | 823,000 | 804,000 |
| 1.02.03 | 21,672,000 | 21,962,000 |
| 1.02.03.01 | 13,239,000 | 13,564,000 |
| 1.02.03.02 | 8,433,000 | 8,398,000 |
| 1.02.04 | 5,181,000 | 5,183,000 |
All values are in US Dollars.
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||
|---|---|---|
| Interim Financial Information - 6/30/2025 - SENDAS DISTRIBUIDORA S.A. | ||
| Individual<br> Financial Statements / Balance Sheet - Liabilities | ||
| R<br> (in thousands) | ||
| Current Quarter | Prior year | |
| Account code | 6/30/2025 | 12/31/2024 |
| 2 | 44,303,000 | 45,593,000 |
| 2.01 | 13,619,000 | 16,312,000 |
| 2.01.01 | 697,000 | 682,000 |
| 2.01.01.01 | 89,000 | 97,000 |
| 2.01.01.02 | 608,000 | 585,000 |
| 2.01.02 | 10,346,000 | 11,647,000 |
| 2.01.02.01 | 10,346,000 | 11,647,000 |
| 2.01.02.01.01 | 9,775,000 | 10,709,000 |
| 2.01.02.01.02 | 571,000 | 938,000 |
| 2.01.03 | 321,000 | 563,000 |
| 2.01.04 | 1,268,000 | 2,084,000 |
| 2.01.04.01 | 120,000 | 38,000 |
| 2.01.04.02 | 1,148,000 | 2,046,000 |
| 2.01.05 | 987,000 | 1,336,000 |
| 2.01.05.02 | 987,000 | 1,336,000 |
| 2.01.05.02.01 | 1,000 | 129,000 |
| 2.01.05.02.09 | 266,000 | 449,000 |
| 2.01.05.02.17 | 437,000 | 412,000 |
| 2.01.05.02.19 | 283,000 | 346,000 |
| 2.02 | 25,085,000 | 24,026,000 |
| 2.02.01 | 15,331,000 | 14,481,000 |
| 2.02.01.01 | 2,990,000 | 1,720,000 |
| 2.02.01.02 | 12,341,000 | 12,761,000 |
| 2.02.02 | 9,454,000 | 9,296,000 |
| 2.02.02.02 | 9,454,000 | 9,296,000 |
| 2.02.02.02.05 | - | 12,000 |
| 2.02.02.02.09 | 9,379,000 | 9,232,000 |
| 2.02.02.02.11 | 62,000 | 47,000 |
| 2.02.02.02.12 | 13,000 | 5,000 |
| 2.02.04 | 275,000 | 223,000 |
| 2.02.06 | 25,000 | 26,000 |
| 2.02.06.02 | 25,000 | 26,000 |
| 2.03 | 5,599,000 | 5,255,000 |
| 2.03.01 | 1,456,000 | 1,272,000 |
| 2.03.02 | 73,000 | 62,000 |
| 2.03.04 | 4,085,000 | 3,933,000 |
| 2.03.08 | (15,000) | (12,000) |
All values are in US Dollars.
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||||
|---|---|---|---|---|
| Interim Financial Information - 6/30/2025 - SENDAS DISTRIBUIDORA S.A. | ||||
| Individual<br> Financial Statements / Statements of Operations | ||||
| R<br> (in thousands) | ||||
| Current quarter | Year to date current year | Same quarter of previous year | Year to date prior year | |
| Account code | 4/1/2025 to 6/30/2025 | 1/1/2025 to 6/30/2025 | 4/1/2024 to 6/30/2024 | 1/1/2024 to 6/30/2024 |
| 3.01 | 19,002,000 | 37,554,000 | 17,871,000 | 35,093,000 |
| 3.02 | (15,823,000) | (31,309,000) | (14,923,000) | (29,343,000) |
| 3.03 | 3,179,000 | 6,245,000 | 2,948,000 | 5,750,000 |
| 3.04 | (2,186,000) | (4,311,000) | (2,071,000) | (4,059,000) |
| 3.04.01 | (1,540,000) | (3,048,000) | (1,504,000) | (2,920,000) |
| 3.04.02 | (249,000) | (480,000) | (194,000) | (399,000) |
| 3.04.05 | (416,000) | (819,000) | (389,000) | (772,000) |
| 3.04.05.01 | (410,000) | (811,000) | (385,000) | (764,000) |
| 3.04.05.03 | (6,000) | (8,000) | (4,000) | (8,000) |
| 3.04.06 | 19,000 | 36,000 | 16,000 | 32,000 |
| 3.05 | 993,000 | 1,934,000 | 877,000 | 1,691,000 |
| 3.06 | (840,000) | (1,630,000) | (719,000) | (1,479,000) |
| 3.06.01 | 118,000 | 201,000 | 54,000 | 97,000 |
| 3.06.02 | (958,000) | (1,831,000) | (773,000) | (1,576,000) |
| 3.07 | 153,000 | 304,000 | 158,000 | 212,000 |
| 3.08 | 66,000 | 32,000 | (35,000) | (29,000) |
| 3.08.01 | (5,000) | (66,000) | (55,000) | (82,000) |
| 3.08.02 | 71,000 | 98,000 | 20,000 | 53,000 |
| 3.09 | 219,000 | 336,000 | 123,000 | 183,000 |
| 3.11 | 219,000 | 336,000 | 123,000 | 183,000 |
| 3.99 | ||||
| 3.99.01 | ||||
| 3.99.01.01 | 0.16195 | 0.24903 | 0.09032 | 0.13507 |
| 3.99.02 | ||||
| 3.99.02.01 | 0.16136 | 0.24795 | 0.09005 | 0.13472 |
All values are in US Dollars.
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||||
|---|---|---|---|---|
| Interim Financial Information - 6/30/2025 - SENDAS DISTRIBUIDORA S.A. | ||||
| Individual<br> Financial Statements / Statements of Comprehensive Income | ||||
| R (in<br> thousands) | ||||
| Current quarter | Year to date current year | Same quarter of previous year | Year to date prior year | |
| Account code | 4/1/2025 to 6/30/2025 | 1/1/2025 to 6/30/2025 | 4/1/2024 to 6/30/2024 | 1/1/2024 to 6/30/2024 |
| 4.01 | 219,000 | 336,000 | 123,000 | 183,000 |
| 4.02 | (4,000) | (3,000) | (5,000) | (2,000) |
| 4.02.04 | (5,000) | (4,000) | (8,000) | (3,000) |
| 4.02.06 | 1,000 | 1,000 | 3,000 | 1,000 |
| 4.03 | 215,000 | 333,000 | 118,000 | 181,000 |
All values are in US Dollars.
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||
|---|---|---|
| Interim Financial Information - 6/30/2025 - SENDAS DISTRIBUIDORA S.A. | ||
| Individual Financial Statements / Statements of Cash Flows - Indirect method | ||
| R (in thousands) | ||
| Year to date current year | Year to date prior year | |
| Account code | 1/1/2025 to 6/30/2025 | 1/1/2024 to 6/30/2024 |
| 6.01 | 1,382,000 | 549,000 |
| 6.01.01 | 3,281,000 | 2,793,000 |
| 6.01.01.01 | 336,000 | 183,000 |
| 6.01.01.02 | (98,000) | (44,000) |
| 6.01.01.03 | 8,000 | 9,000 |
| 6.01.01.04 | 866,000 | 806,000 |
| 6.01.01.05 | 1,746,000 | 1,536,000 |
| 6.01.01.07 | (36,000) | (32,000) |
| 6.01.01.08 | 109,000 | 34,000 |
| 6.01.01.10 | 24,000 | 16,000 |
| 6.01.01.11 | 1,000 | (3,000) |
| 6.01.01.13 | 325,000 | 288,000 |
| 6.01.02 | (1,899,000) | (2,244,000) |
| 6.01.02.01 | 639,000 | (730,000) |
| 6.01.02.02 | (993,000) | (866,000) |
| 6.01.02.03 | (5,000) | 49,000 |
| 6.01.02.04 | (93,000) | (98,000) |
| 6.01.02.05 | - | 4,000 |
| 6.01.02.06 | 2,000 | 7,000 |
| 6.01.02.07 | (1,048,000) | (536,000) |
| 6.01.02.08 | 15,000 | 16,000 |
| 6.01.02.09 | (131,000) | 38,000 |
| 6.01.02.10 | (77,000) | (60,000) |
| 6.01.02.11 | (184,000) | (135,000) |
| 6.01.02.12 | (41,000) | (27,000) |
| 6.01.02.15 | 17,000 | 94,000 |
| 6.02 | (489,000) | (853,000) |
| 6.02.02 | (477,000) | (852,000) |
| 6.02.03 | (15,000) | (19,000) |
| 6.02.04 | 1,000 | 2,000 |
| 6.02.09 | 2,000 | 16,000 |
| 6.03 | (2,062,000) | (51,000) |
| 6.03.02 | 2,858,000 | 2,300,000 |
| 6.03.03 | (3,087,000) | (199,000) |
| 6.03.04 | (938,000) | (567,000) |
| 6.03.05 | (128,000) | - |
| 6.03.06 | (13,000) | - |
| 6.03.09 | (161,000) | (148,000) |
| 6.03.10 | (566,000) | (529,000) |
| 6.03.11 | (13,000) | (12,000) |
| 6.03.12 | (14,000) | (896,000) |
| 6.05 | (1,169,000) | (355,000) |
| 6.05.01 | 5,628,000 | 5,459,000 |
| 6.05.02 | 4,459,000 | 5,104,000 |
All values are in US Dollars.
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||||||
|---|---|---|---|---|---|---|
| Interim Financial Information - 6/30/2025 - SENDAS DISTRIBUIDORA S.A. | ||||||
| Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2025 to 6/30/2025 R (in thousands) | ||||||
| Account<br> code | Capital<br> stock | Capital<br> reserves, granted options and treasury shares | Profit<br> reserves | Retained<br> earnings<br><br> /Accumulated losses | Other<br> comprehensive income | Shareholders'<br> equity |
| 5.01 | 1,272,000 | 62,000 | 3,933,000 | - | (12,000) | 5,255,000 |
| 5.02 | - | - | - | - | - | - |
| 5.03 | 1,272,000 | 62,000 | 3,933,000 | - | (12,000) | 5,255,000 |
| 5.04 | 184,000 | 11,000 | (184,000) | - | - | 11,000 |
| 5.04.01 | 184,000 | - | (184,000) | - | - | - |
| 5.04.03 | - | 24,000 | - | - | - | 24,000 |
| 5.04.04 | - | (13,000) | - | - | - | (13,000) |
| 5.05 | - | - | - | 336,000 | (3,000) | 333,000 |
| 5.05.01 | - | - | - | 336,000 | - | 336,000 |
| 5.05.02 | - | - | - | - | (3,000) | (3,000) |
| 5.05.02.07 | - | - | - | - | (4,000) | (4,000) |
| 5.05.02.09 | - | - | - | - | 1,000 | 1,000 |
| 5.06 | - | - | - | - | - | - |
| 5.07 | 1,456,000 | 73,000 | 3,749,000 | 336,000 | (15,000) | 5,599,000 |
All values are in US Dollars.
| Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2024 to 6/30/2024 R (in thousands) | ||||||
|---|---|---|---|---|---|---|
| Account<br> code | Capital<br> stock | Capital<br> reserves, granted options and treasury shares | Profit<br> reserves | Retained<br> earnings<br><br> /Accumulated losses | Other<br> comprehensive income | Shareholders'<br> equity |
| 5.01 | 1,272,000 | 56,000 | 3,309,000 | - | (7,000) | 4,630,000 |
| 5.02 | - | - | - | - | - | - |
| 5.03 | 1,272,000 | 56,000 | 3,309,000 | - | (7,000) | 4,630,000 |
| 5.04 | - | 16,000 | - | - | - | 16,000 |
| 5.04.03 | - | 16,000 | - | - | - | 16,000 |
| 5.05 | - | - | - | 183,000 | (2,000) | 181,000 |
| 5.05.01 | - | - | - | 183,000 | - | 183,000 |
| 5.05.02 | - | - | - | - | (2,000) | (2,000) |
| 5.05.02.07 | - | - | - | - | (3,000) | (3,000) |
| 5.05.02.09 | - | - | - | - | 1,000 | 1,000 |
| 5.06 | - | - | 183,000 | (183,000) | - | - |
| 5.06.05 | - | - | 183,000 | (183,000) | - | - |
| 5.07 | 1,272,000 | 72,000 | 3,492,000 | - | (9,000) | 4,827,000 |
All values are in US Dollars.
| 1 | CORPORATE<br> INFORMATION | |||
|---|---|---|---|---|
| Sendas<br> Distribuidora S.A. (“Company” or “Sendas”) is a publicly held company listed in the Novo Mercado segment<br> of B3 S.A. - Brasil, Bolsa, Balcão (B3), under ticker symbol "ASAI3". The Company is primarily engaged in the retail<br> and wholesale of food products, bazaar items and other products through its chain of stores, operated under “ASSAÍ”<br> brand, since this is the only disclosed segment. The Company's registered office is at 6.000 Avenida Ayrton Senna, Lote 2 - Anexo<br> A, Jacarepaguá, in the State of Rio de Janeiro. As of June 30, 2025 the Company operated 302 stores (302 stores as of December<br> 31, 2024,) and 12 distribution centers (12 distribution centers as of December 31,2024) in the five regions of the country, with<br> operations in 24 states and in the Federal District. | ||||
| 1.1 | Semester<br> highlights | |||
| The highlights for the six-month period ended June 30, 2025 were: | ||||
| 2 | BASIS<br> OF PREPARATION AND DISCLOSURE OF THE INTERIM FINANCIAL INFORMATION | |||
| The<br> interim financial information has been prepared in accordance with IAS 34 – Interim Financial Reporting issued by the International<br> Accounting Standards Board (“IASB”) and accounting standard CPC 21 (R1) – Interim Financial Report and disclosed<br> aligned with the standards approved by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation<br> of the Interim Financial Information. | ||||
| The<br> interin financial information have been prepared based on the historical cost basis, except for: (i) certain financial instruments;<br> and (ii) assets and liabilities arising from business combinations measured at their fair values, when applicable. In accordance<br> with OCPC 07 (R1) - Presentation and Disclosures in General Purpose - Financial Statements, all significant information related to<br> the interim financial information, and only them, is being disclosed and is consistent with the information used by Management in<br> managing of the Company's activities. | ||||
| The<br> interim financial information are presented in millions of Brazilian Reais (R), which is the Company's functional currency. | ||||
| The interim<br> financial information for the period ended June 30, 2025 were approved by the Board of Directors on August 7, 2025. | ||||
| 3 | MATERIAL<br> ACCOUNTING POLICIES | |||
| The<br> material accounting policies and practices applied by the Company to the preparation of the interim financial information are in<br> accordance with those adopted and disclosed in note 3 and in each explanatory note corresponding to the financial statements for<br> the year ended December 31, 2024, approved on February 19, 2025 and, therefore, it should be read together. | ||||
| 3.1 | Standards,<br> amendments and interpretations | |||
| In<br> the period ended June 30, 2025, the new current standards, were evaluated and produced no effect on the interim financial information<br> disclosed, additionally the Company did not adopt in advance the IFRS issued and not yet current. | ||||
| 4 | SIGNIFICANT<br> ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS | |||
| The<br> preparation of the interim financial information requires Management to makes judgments and estimates and adopt assumptions that<br> affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end<br> of the reporting period, however, the uncertainties about these assumptions and estimates may generate results that require substantial<br> adjustments to the carrying amount of the asset or liability in future periods. | ||||
| The<br> significant assumptions and estimates applied on the preparation of the interim financial information for the period ended June 30,<br> 2025, were the same as those adopted in the financial statements for the year ended December 31, 2024, approved on February 19, 2025,<br> disclosed in note 5. | ||||
| 5 | CASH<br> AND CASH EQUIVALENTS | |||
| 6/30/2025 | 12/31/2024 | |||
| Cash<br> and bank accounts | 84 | 106 | ||
| Cash<br> and bank accounts - Abroad (i) | 25 | 28 | ||
| Financial<br> investments (ii) | 4,350 | 5,494 | ||
| 4,459 | 5,628 | |||
| (i)<br> As of June 30, 2025, the Company had funds held abroad, of which R25 in US dollars (R28 in US dollars as of December 31, 2024). | ||||
| (ii) As<br> of June 30, 2025, the financial investments refer to the repurchase and resale agreements and Bank Deposit Certificates - CDB, with<br> a weighted average interest rate of 99.21% of the CDI - Interbank Deposit Certificate (98.54% of the CDI as of December 31, 2024).<br> The Company's exposure to interest rate indexes and the sensitivity analysis for these financial assets are disclosed in note 15.3. |
All values are in US Dollars.
| 6 | TRADE<br> RECEIVABLES | ||||||
|---|---|---|---|---|---|---|---|
| Note | 6/30/2025 | 12/31/2024 | |||||
| From<br> sales with: | |||||||
| Credit<br> card | 6.1 | 907 | 1,418 | ||||
| Credit<br> card - related parties (FIC) | 9.1 | 364 | 412 | ||||
| Tickets | 6.1 | 92 | 113 | ||||
| Total<br> of credit card and tickets | 1,363 | 1,943 | |||||
| Slips | 175 | 177 | |||||
| Suppliers<br> and others | 31 | 93 | |||||
| 1,569 | 2,213 | ||||||
| Expected<br> credit loss for doubtful accounts | 6.2 | (2) | (3) | ||||
| 1,567 | 2,210 | ||||||
| The breakdown<br> of trade receivables by their gross amount by maturity period is presented below: | |||||||
| Overdue | |||||||
| Total | Due | Less<br> than 30 days | Over<br> 30 days | ||||
| June<br> 30, 2025 | 1,569 | 1,567 | - | 2 | |||
| December<br> 31, 2024 | 2,213 | 2,204 | 8 | 1 | |||
| 6.1 | Assignment<br> of receivables | ||||||
| The Company<br> assigned part of its receivables referring to credit cards and tickets with operators, without any right of recourse, aiming to anticipate<br> its cash flow. As of June 30, 2025, the amount of these operations is R2,087 (R1,976 as of December 31, 2024). The amount was derecognized<br> from the balance of trade receivables, since all risks related to the receivables were substantially transferred. The cost to advance<br> these credit card receivables as of June 30, 2025 was R87 (R63 as of June 30, 2024) classified as “Cost and discount of receivables”<br> in note 23. | |||||||
| As of June<br> 30, 2025, the amount of receivables, currently, discountable (credit cards and tickets) is R1,363 (R1,943 as of December 31,2024). | |||||||
| 6.2 | Expected<br> credit loss for doubtful accounts | ||||||
| 6/30/2025 | 6/30/2024 | ||||||
| At the<br> beginning of the period | (3) | (15) | |||||
| Additions | (6) | (37) | |||||
| Reversals | 6 | 40 | |||||
| Write-offs | 1 | - | |||||
| At the<br> end of the period | (2) | (12) | |||||
| 7 | INVENTORIES | ||||||
| 6/30/2025 | 12/31/2024 | ||||||
| Stores | 6,740 | 6,498 | |||||
| Distribution<br> centers | 1,651 | 1,231 | |||||
| Commercial<br> agreements | (544) | (505) | |||||
| Inventory<br> losses | (52) | (97) | |||||
| 7,795 | 7,127 | ||||||
| 7.1 | Commercial<br> agreements | ||||||
| As<br> of June 30, 2025, the amount of unrealized commercial agreements, presented as a reduction of inventory balance, totaled R544 (R505<br> as of December 31, 2024). | |||||||
| 7.2 | Inventory<br> losses | ||||||
| 6/30/2025 | 6/30/2024 | ||||||
| At the<br> beginning of the period | (97) | (81) | |||||
| Additions | (339) | (298) | |||||
| Reversals | 14 | 10 | |||||
| Write-offs | 370 | 322 | |||||
| At the<br> end of the period | (52) | (47) | |||||
| 8 | RECOVERABLE<br> TAXES | ||||||
| Note | 6/30/2025 | 12/31/2024 | |||||
| ICMS | 8.1 | 1,462 | 1,297 | ||||
| PIS<br> and COFINS | 8.2 | 172 | 353 | ||||
| Social<br> Security Contribution - INSS | 106 | 144 | |||||
| Withholding<br> taxes to be recovered | 67 | 119 | |||||
| 1,807 | 1,913 | ||||||
| Current | 997 | 1,241 | |||||
| Non-current | 810 | 672 |
All values are in US Dollars.
| 8.1 | State<br> VAT tax credits - ICMS |
|---|---|
| The Brazilian<br> States have been substantially amending their local laws aiming at implementing and broadening the ICMS tax replacement system. This<br> system entails the prepayment of ICMS of the whole commercial chain, upon goods outflow from an industrial establishment or importer<br> or their inflow into each State. The expansion of this system to an increasingly wider range of products sold in the retail generates<br> the prepayment of the tax and consequently a refund in certain operations. | |
| •<br> Expected realization of ICMS credits | |
| For the<br> interim financial information as of June 30, 2025, the Company's management has monitoring controls over the adherence to the annually<br> established plan, reassessing and including new elements that contribute to the realization of the recoverable ICMS balance, as shown<br> in the chart below: |

| 8.2 | PIS<br> and COFINS credit | |||||||
|---|---|---|---|---|---|---|---|---|
| On March<br> 15, 2017, the Federal Supreme Court("STF”) recognized the unconstitutionality of the inclusion of ICMS in<br> the PIS and COFINS calculation base. On May 13, 2021, the STF judged the Declaration Embargoes in relation to the amount to be excluded<br> from the calculation basis of the contributions, which should only be the ICMS paid, or if the entire ICMS, as shown in the respective<br> invoices. The STF rendered a favorable decision to the taxpayers, concluding that all ICMS highlighted should be excluded from the<br> calculation basis. | ||||||||
| Currently<br> the Company, with the favorable judgment of the Supreme Court, has recognized the exclusion of ICMS from the PIS and COFINS calculation<br> basis. | ||||||||
| •<br> Expected realization of PIS and COFINS credits | ||||||||
| For the<br> interim financial information as of June 30, 2025, the Company's management has monitoring controls over the adherence to the annually<br> established plan, reassessing and including new elements that contribute to the realization of the recoverable PIS and COFINS balance,<br> in the amount of R172, and expected realization is within one year. | ||||||||
| 9 | RELATED<br> PARTIES | |||||||
| 9.1 | Balances<br> and related party transactions | |||||||
| Liabities | Transactions | |||||||
| Other<br> assets | Trade<br> payables | Revenue<br> (expenses) | ||||||
| 12/31/2024 | 6/30/2025 | 12/31/2024 | 6/30/2025 | 12/31/2024 | 6/30/2025 | 6/30/2024 | ||
| Joint<br> venture | ||||||||
| Financeira<br> Itaú CBD S.A. Crédito, Financiamento e Investimento (“FIC”) | 412 | 23 | 23 | 22 | 26 | 14 | 15 | |
| 412 | 23 | 23 | 22 | 26 | 14 | 15 | ||
| Current | 412 | - | - | 22 | 26 | |||
| Non-current | - | 23 | 23 | - | - | |||
| After the<br> completion of the spin-off between the Company and Grupo Pão de Açucar ("GPA") on December 31, 2020, both<br> undertook to put forth commercially reasonable efforts, within up to 18 months, to release, replace and/or otherwise remove the counterparty<br> from the position of guarantor of liabilities or obligations, which after such term would be subject to the payment of a fee, net,<br> as remuneration for the guarantees provided by both parties. If the Company and GPA cease to be submitted to common control, the<br> parties would be required to release, replace and/or otherwise remove the guarantees until then not replaced or provided, observing<br> the terms established in the Separation Agreement. | ||||||||
| The<br> Company and GPA ceased to be related parties in fiscal year 2023 and are taking the necessary measures to replace the cross guarantees<br> on the contractual obligations of rental of stores. The fee paid to GPA as remuneration for the guarantees provided as of June 30,<br> 2025 and December 31, 2024 was less than R1. |
All values are in US Dollars.
| 9.2 | Management<br> compensation | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Expenses<br> referring to the executive board compensation recorded in the Company’s statement of operations in the period ended June 30,<br> 2025 and 2024 as follows (amounts expressed in thousands of reais): | ||||||||||
| Base<br> salary | Variable<br> compensation | Stock<br> option plan and shared-based payment plan | Total | |||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||
| Board of<br> directors | 6,125 | 6,124 | - | - | - | - | 6,125 | 6,124 | ||
| Statutory<br> officers | 6,299 | 8,543 | 9,727 | 10,198 | 27,288 | 14,170 | 43,314 | 32,911 | ||
| Executives<br> excluding statutory officers | 25,355 | 17,286 | 18,692 | 23,646 | 13,464 | 9,104 | 57,511 | 50,036 | ||
| Fiscal council | 325 | 282 | - | - | - | - | 325 | 282 | ||
| 38,104 | 32,235 | 28,419 | 33,844 | 40,752 | 23,274 | 107,275 | 89,353 | |||
| The stock<br> option plan, fully convertible into shares, refers to the Company's and this plan has been treated in the Company's statement of<br> operations. The corresponding expenses are allocated to the Company and recorded in the statement of operations against capital reserve<br> - stock options in shareholders' equity. There are no other short-term benefits granted to members of the Company's management. The<br> long-term benefit plans are disclosed in notes 19.5.4 and 19.5.5. | ||||||||||
| 10 | INVESTMENTS | |||||||||
| The details<br> of the Company's investments at the end of the period are as follows: | ||||||||||
| Participation<br> in investments - % | ||||||||||
| Direct<br> participation | ||||||||||
| Investment<br> type | Company | Country | 6/30/2025 | 12/31/2024 | ||||||
| Joint<br> venture | Bellamar<br> Empreendimento e Participações S.A. | Brazil | 50.00 | 50.00 | ||||||
| Summary<br> of financial information of Joint Venture | ||||||||||
| 6/30/2025 | 12/31/2024 | |||||||||
| Current<br> assets | 1 | 1 | ||||||||
| Non-current<br> assets | 499 | 461 | ||||||||
| Shareholders´<br> equity | 500 | 462 | ||||||||
| 6/30/2025 | 6/30/2024 | |||||||||
| Net<br> income for the period | 72 | 64 | ||||||||
| Investments<br> composition and breakdown | ||||||||||
| 6/30/2025 | 6/30/2024 | |||||||||
| At<br> the beginning of the period | 804 | 864 | ||||||||
| Share<br> of profit of associates | 36 | 32 | ||||||||
| Dividends<br> received | (17) | (94) | ||||||||
| At<br> the end of the period | 823 | 802 | ||||||||
| 10.1 | Impairment<br> test of investments | |||||||||
| The<br> impairment test of investments uses the same practices described in note 11.1, to the financial statements as of December 31, 2024. | ||||||||||
| The<br> Company monitored the plan used to assess impairment test as of December 31, 2024, and concluded that there is no events which could<br> indicate losses or the need for a new evaluation for the period ended June 30, 2025. | ||||||||||
| 11 | PROPERTY, PLANT AND EQUIPMENT | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| 11.1 | Breakdown and composition of property, plant and equipment | |||||||||
| Additions<br> (i) | Write-offs | Depreciation | Transfers<br> and others | As<br> of <br><br> 6/30/2025 | Historical<br> cost | Accumulated<br> depreciation | ||||
| Lands | 2 | - | - | - | 561 | = | 561 | - | ||
| Buildings | 2 | - | (12) | 1 | 885 | 1,077 | (192) | |||
| Improvements | 110 | (3) | (267) | 4 | 8,162 | 10,410 | (2,248) | |||
| Machinery<br> and equipment | 56 | (4) | (146) | 6 | 2,343 | 3,720 | (1,377) | |||
| Facilities | 8 | - | (19) | - | 234 | 450 | (216) | |||
| Furniture<br> and appliances | 33 | (1) | (83) | 4 | 842 | 1,479 | (637) | |||
| Constructions<br> in progress | 13 | - | - | (17) | 119 | 119 | - | |||
| Others | 11 | (1) | (24) | 2 | 93 | 302 | (209) | |||
| 235 | (9) | (551) | - | 13,239 | 18,118 | (4,879) | ||||
| Additions<br> (i) | Write-offs | Depreciation | Transfers<br> and others | As<br> of<br><br> 6/30/2024 | Historical<br> cost | Accumulated<br> depreciation | ||||
| Lands | - | - | - | - | 559 | = | 559 | - | ||
| Buildings | 37 | - | (11) | 98 | 901 | 1,069 | (168) | |||
| Improvements | 287 | (4) | (248) | (82) | 8,052 | 9,783 | (1,731) | |||
| Machinery<br> and equipment | 149 | (2) | (133) | 15 | 2,339 | 3,443 | (1,104) | |||
| Facilities | 7 | - | (19) | - | 258 | 437 | (179) | |||
| Furniture<br> and appliances | 49 | (3) | (78) | 12 | 883 | 1,367 | (484) | |||
| Constructions<br> in progress | 13 | - | - | (45) | 79 | 79 | - | |||
| Others | 14 | - | (26) | 5 | 112 | 274 | (162) | |||
| 556 | (9) | (515) | 3 | 13,183 | 17,011 | (3,828) | ||||
| (i) Includes interest capitalization in the amount of R9 (R24 as of June 30, 2024), see note 11.2. |
All values are in US Dollars.
| 11.2 | Capitalized<br> borrowing costs and lease | ||
|---|---|---|---|
| The<br> value of capitalized borrowing costs and lease directly attributable to the reform, construction and acquisition of property, plant<br> and equipment and intangible assets within the scope of CPC 20 (R1)/IAS 23 - Borrowing Costs and the amount of interest on lease<br> liabilities incorporated into the value of the property, plant and equipment and/or intangible assets, for the period in which the<br> assets are not yet in their intended use in accordance with CPC 06 (R2)/IFRS 16 - Leases, amounted to R9 (R24 as of June 30, 2024).<br> The average rate used to calculate the borrowing costs eligible for capitalization was 109.70% (113.76% as of June 30, 2024) of CDI,<br> corresponding to the effective interest rate of borrowings taken by the Company. | |||
| 11.3 | Additions<br> to property, plant and equipment for cash flow purpose | ||
| 6/30/2025 | 6/30/2024 | ||
| Additions | 235 | 556 | |
| Capitalized<br> borrowing costs | (9) | (24) | |
| Financing<br> of property, plant and equipment - Additions | (220) | (531) | |
| Financing<br> of property, plant and equipment - Payments | 471 | 851 | |
| 477 | 852 | ||
| Additions<br> related to the purchase of operating assets, purchase of land and buildings to expansion activities, building of new stores and distribution<br> centers, improvements of existing distribution centers and stores and investments in equipment and information technology. | |||
| The additions<br> and payments of property, plant and equipment mentioned above are presented to reconcile the acquisitions during the period with<br> the amounts presented in the statement of cash flows net of items that did not impact cash flow. | |||
| 11.4 | Other<br> information | ||
| As of June<br> 30, 2025, the Company recorded in the cost of sales and services the amount of R55 (R42 as of June 30, 2024), relating to the depreciation<br> of machinery, buildings and facilities of transformation service and distribution centers. | |||
| 11.5 | Impairment<br> test of property, plant and equipment | ||
| The<br> impairment test of property, plant and equipment uses the same practices described in note 12.1, to the financial statements as of<br> December 31, 2024. | |||
| The<br> Company monitored the plan used to assess impairment test as of December 31, 2024, and concluded that there is no events which could<br> indicate losses or the need for a new evaluation for the period ended June 30, 2025. |
All values are in US Dollars.
| 12 | INTANGIBLE | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12.1 | Breakdown<br> and composition of intangible assets | ||||||||||||
| As<br> of 12/31/2024 | Additions | Amortization | As<br> of 6/30/2025 | Historical<br> cost | Accumulated<br> amortization | ||||||||
| Goodwill | 618 | - | - | 618 | = | 871 | (253) | ||||||
| Software | 82 | 15 | (13) | 84 | 236 | (152) | |||||||
| Commercial<br> rights | 4,444 | - | (4) | 4,440 | 4,491 | (51) | |||||||
| Trade<br> name | 39 | - | - | 39 | 39 | - | |||||||
| 5,183 | 15 | (17) | 5,181 | 5,637 | (456) | ||||||||
| As<br> of 12/31/2023 | Additions | Write-offs | Amortization | As<br> of 6/30/2024 | Historical<br> cost | Accumulated<br> amortization | |||||||
| Goodwill | 618 | - | - | - | 618 | = | 871 | (253) | |||||
| Software | 63 | 19 | (1) | (11) | 70 | 198 | (128) | ||||||
| Commercial<br> rights | 4,452 | - | - | (4) | 4,448 | 4,491 | (43) | ||||||
| Trade<br> name | 39 | - | - | - | 39 | 39 | - | ||||||
| 5,172 | 19 | (1) | (15) | 5,175 | 5,599 | (424) | |||||||
| 12.2 | Impairment<br> test of intangible assets with indefinite useful life, including goodwill | ||||||||||||
| --- | --- | ||||||||||||
| The<br> impairment test of intangible assets uses the same practices described in note 12.1, to the financial statements as of December 31,<br> 2024. | |||||||||||||
| The<br> Company monitored the plan used to assess impairment test as of December 31, 2024, and concluded that there is no events which could<br> indicate losses or the need for a new evaluation for the period ended June 30, 2025. | |||||||||||||
| 12.3 | Commercial<br> rights | ||||||||||||
| Commercial<br> rights with defined and indefinite useful lives are tested following the assumptions described in note 12.1.1, to the financial statements<br> as of December 31, 2024. The Company considered the discounted cash flow of the related store for the impairment test, that is, the<br> store is the Cash Generating Unit - CGU. | |||||||||||||
| The<br> Company monitored the plan used to assess impairment test as of December 31, 2024, and concluded that there is no events which could<br> indicate losses or the need for a new evaluation for the period ended June 30, 2025. | |||||||||||||
| 13 | LEASES | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 13.1 | Right-of-use | ||||||||||||
| 13.1.1 | Breakdown and composition of right-of-use assets | ||||||||||||
| As<br> of 12/31/2024 | Additions | Remeasurement | Amortization | As<br> of <br><br> 6/30/2025 | Historical<br> cost | Accumulated<br> amortization | |||||||
| Buildings | 8,340 | 1 | 332 | (293) | 8,380 | 10,869 | (2,489) | ||||||
| Equipment | 43 | - | - | (4) | 39 | = | 88 | (49) | |||||
| Assets<br> and rights | 15 | - | - | (1) | 14 | 29 | (15) | ||||||
| 8,398 | 1 | 332 | (298) | 8,433 | 10,986 | (2,553) | |||||||
| As<br> of 12/31/2023 | Additions | Remeasurement | Write-offs | Amortization | Transfers<br> and others | As<br> of 6/30/2024 | Historical<br> cost | Accumulated<br> amortization | |||||
| Buildings | 8,203 | 8 | 180 | (5) | (273) | (3) | 8,110 | = | 10,050 | (1,940) | |||
| Equipment | 3 | - | - | - | (2) | - | 1 | 44 | (43) | ||||
| Assets<br> and rights | 16 | - | - | - | (1) | - | 15 | 28 | (13) | ||||
| 8,222 | 8 | 180 | (5) | (276) | (3) | 8,126 | 10,122 | (1,996) | |||||
| 13.2 | Lease<br> liabilities | ||||||||||||
| --- | --- | --- | --- | --- | --- | ||||||||
| 13.2.1 | Minimum<br> future payments and potential right of PIS and COFINS | ||||||||||||
| Lease contracts<br> totaled R9,816 as of June 30, 2025 (R9,644 as of December 31, 2024). The minimum future lease payments, according to lease agreements,<br> with the present value of minimum lease payments, are as follows: | |||||||||||||
| 6/30/2025 | 12/31/2024 | ||||||||||||
| Lease<br> liabilities - minimum payments | |||||||||||||
| Less<br> than 1 year | 437 | 412 | |||||||||||
| From<br> 1 to 5 years | 1,637 | 1,569 | |||||||||||
| More<br> than 5 years | 7,742 | 7,663 | |||||||||||
| Present<br> value of financial lease agreements | 9,816 | 9,644 | |||||||||||
| Current | 437 | 412 | |||||||||||
| Non-current | 9,379 | 9,232 | |||||||||||
| Future<br> financing charges | 13,043 | 13,182 | |||||||||||
| Gross<br> amount of financial lease agreements | 22,859 | 22,826 | |||||||||||
| PIS<br> and COFINS embedded in the present value of lease agreements | 438 | 430 | |||||||||||
| PIS<br> and COFINS embedded in the gross value of lease agreements | 1,020 | 1,018 | |||||||||||
| Lease liabilities<br> interest expense is stated in note 23. The Company´s average incremental interest rate at the agreement signing date was 12.32%<br> in the period ended June 30, 2025 (12.28% as of December 31, 2024). | |||||||||||||
| In case<br> the Companyhad adopted the calculation methodology projecting the inflation embedded in the nominal incremental rate<br> and discounted to present value at the nominal incremental rate, the average percentage of inflation to be projected by year would<br> be approximately 7.09% (6.55% as of December 31, 2024). The average term of the agreements analyzed as of June 30, 2025 and as of<br> December 31, 2024 is 17 years. | |||||||||||||
| 13.2.2 | Lease<br> liability roll forward | ||||||||||||
| 6/30/2025 | 6/30/2024 | ||||||||||||
| At<br> the beginning of the period | 9,644 | 9,184 | |||||||||||
| Addition<br> - Lease | 1 | 8 | |||||||||||
| Remeasurement | 332 | 180 | |||||||||||
| Interest<br> provision | 566 | 525 | |||||||||||
| Principal<br> amortization | (161) | (148) | |||||||||||
| Interest<br> amortization | (566) | (529) | |||||||||||
| Write-off<br> due to early termination of agreement | - | (6) | |||||||||||
| At<br> the end of the period | 9,816 | 9,214 | |||||||||||
| 13.3 | Result<br> on variable rentals and subleases | ||||||||||||
| 6/30/2024 | |||||||||||||
| (Expenses)<br> revenues of the period: | |||||||||||||
| Variables<br> (1% to 2% of sales) | (7) | ||||||||||||
| Subleases<br> (i) | 52 | ||||||||||||
| (i) Refers<br> mainly to the revenue from lease agreements receivable from commercial galleries. | |||||||||||||
| 13.4 | Additional<br> information | ||||||||||||
| In accordance<br> with OFÍCIO-CIRCULAR/CVM/SNC/SEP/N°02/2019 the Company adopted as an accounting policy the requirements of CPC 06 (R2)/IFRS<br> 16 - Leases, in the measurement and remeasurement of its right of use, using the discounted cash flow model, without considering<br> inflation. | |||||||||||||
| To safeguard<br> the faithful representation of information to meet the requirements of CPC 06 (R2)/IFRS 16 - Leases, and the guidelines of the CVM<br> technical areas, the balances of assets and liabilities without inflation, effectively accounted for (real flow x real rate) are<br> provided, and the estimate of inflated balances in the comparison period (nominal flow x nominal rate). | |||||||||||||
| Other assumptions,<br> such as the maturity schedule of liabilities and the interest rates used in the calculation, are disclosed in note 13.2.1, as well<br> as inflation indexes are observable in the market, so that the nominal flows can be prepared by the users of the interim financial<br> information. | |||||||||||||
| 12/31/2024 | |||||||||||||
| Real flow | |||||||||||||
| Right-of-use<br> assets | 8,398 | ||||||||||||
| Lease<br> liabilities | 22,826 | ||||||||||||
| Embedded<br> interest | (13,182) | ||||||||||||
| 9,644 | |||||||||||||
| Inflated flow | |||||||||||||
| Right-of-use<br> assets | 12,022 | ||||||||||||
| Lease<br> liabilities | 33,236 | ||||||||||||
| Embedded<br> interest | (18,084) | ||||||||||||
| 15,152 |
All values are in US Dollars.
| Below, we<br> present the flow of payments according to the average term weighted with the respective nominal and inflation rates for each period<br> presented: | |||||
|---|---|---|---|---|---|
| 14 | TRADE<br> PAYABLES AND TRADE PAYABLES - AGREEMENTS | ||||
| Note | 6/30/2025 | 12/31/2024 | |||
| Trade payables | |||||
| Products | 10,024 | 11,253 | |||
| Acquisition<br> of property, plant and equipment | 51 | 156 | |||
| Service | 192 | 160 | |||
| Service<br> - related parties (FIC) | 9.1 | 22 | 26 | ||
| Bonuses<br> from suppliers | 14.1 | (514) | (874) | ||
| 9,775 | 10,721 | ||||
| Trade<br> payables - Agreements | |||||
| Products | 14.2 | 571 | 779 | ||
| Acquisition<br> of property, plant and equipment | 14.2 | - | 159 | ||
| 571 | 938 | ||||
| 10,346 | 11,659 | ||||
| Current | 10,346 | 11,647 | |||
| Non-current | - | 12 | |||
| 14.1 | Bonuses<br> from suppliers | ||||
| --- | --- | --- | --- | --- | --- |
| These<br> include commercial agreements and discounts obtained from suppliers. These amounts are defined in agreements and include discounts<br> for purchase volume, joint marketing programs, freight reimbursements, and other similar programs. The receipt occurs by deducting<br> trade notes payable to suppliers, according to conditions established in the supply agreements, so that the financial settlements<br> occur for the net amount. | |||||
| The Company<br> assigned part of its bonuses from suppliers, without any right of recourse, with the financial institutions,aiming to<br> anticipate its cash flow. As of June 30, 2025, the amount of bonuses from suppliers due to corresponding to these operations is R246<br> (R234 as of December 31, 2024). The amount was derecognized from receivables from bonuses from suppliers, since all risks related<br> to the bonuses from suppliers were substantially transferred. The cost to advance these bonuses from suppliers for the period ended<br> June 30, 2025 was R5 (R2 as of June 30, 2024), classified as “Cost and discount of receivables” in note 23. | |||||
| 14.2 | Agreements<br> among suppliers, the Company and banks | ||||
| The Company<br> has agreements signed with financial institutions, through which suppliers of products, capital goods and services have the possibility<br> of receiving in advance their amounts receivable,also named “forfait” / “confirming”.The<br> financial institutions become creditors of the operation and the Company settles the payments under the same conditions as those<br> originally agreed with the supplier. | |||||
| Management,<br> based on CPC 3 (R2)/IAS 7 and CPC 40 (R1)/IFRS 7, assessed that the economic substance of the transaction is operational, considering<br> that receiving in advance is an exclusive decision of the supplier and, for the Company, there are no changes in the original term<br> negotiated with the supplier, nor changes in the originally contracted amounts. These transactions aim at facilitating the cash flow<br> of its suppliers without the Company having to advancing payments. Management evaluated the potential effects of adjusting these<br> operations to present value and concluded that the effects are immaterial for measurement and disclosure. | |||||
| These<br> balances are classified as "Trade payables - Agreements" and the cash flow from these operations are presented as operating<br> in the statement of cash flows. | |||||
| Additionally,<br> there is no exposure to any financial institution individually related to these operations and these liabilities are not considered<br> net debt and do not have restrictive covenants (financial or non-financial). In these transactions, the Company earns income referring<br> to the premium for referring suppliers to the operations of advance of receivables, recognized in the financial result, note 23 in<br> the line "Revenue from anticipation of payables", in the amount of R25 as of June 30, 2025 (R28 as of June 30, 2024),<br> representing 1.59% of the volume of anticipation transactions that occurred during 2025 (1.64% in period ended June 30, 2024). | |||||
| As of<br> June 30, 2025, the balance payable related to these operations is R571 (R938 as of December 31, 2024). | |||||
| The transactions<br> of trade payables and trade payables – agreement are similar and do not exceed the expiration date of 120 days as of June 30,<br> 2025. | |||||
| 15 | FINANCIAL<br> INSTRUMENTS | ||||
| The main<br> financial instruments and their amounts recorded in the interim financial information, by<br> category, are as follows: | |||||
| Amortized<br> cost | Fair<br> value | FVTOCI<br> (i) | As<br> of 6/30/2025 | ||
| Financial<br> assets | |||||
| Cash<br> and cash equivalents | 4,459 | - | - | 4,459 | |
| Related<br> parties | 23 | - | - | 23 | |
| Trade<br> receivables and other accounts receivables | 292 | - | - | 292 | |
| Financial<br> instruments at fair value | - | 432 | - | 432 | |
| Trade<br> receivables with credit card and tickets | - | - | 1,363 | 1,363 | |
| Financial<br> liabilities | |||||
| Other<br> accounts payable | (145) | - | - | (145) | |
| Trade<br> payables and trade payables - agreements | (10,346) | - | - | (10,346) | |
| Borrowings<br> in domestic currency | (930) | (23) | - | (953) | |
| Borrowings<br> in foreign currency | - | (1,964) | - | (1,964) | |
| Debentures<br> and promissory notes | (10,101) | (3,326) | - | (13,427) | |
| Lease<br> liabilities | (9,816) | - | - | (9,816) | |
| Financial<br> instruments at fair value | - | (255) | - | (255) | |
| Net exposure | (26,564) | (5,136) | 1,363 | (30,337) |
All values are in US Dollars.
| Note | Amortized<br> cost | Fair<br> value | FVTOCI<br> (i) | As<br> of 12/31/2024 | |||
|---|---|---|---|---|---|---|---|
| Financial<br> assets | |||||||
| Cash<br> and cash equivalents | 5 | 5,628 | - | - | 5,628 | ||
| Related<br> parties | 9.1 | 23 | - | - | 23 | ||
| Trade<br> receivables and other accounts receivables | 348 | - | - | 348 | |||
| Financial<br> instruments at fair value | 15.5.1 | - | 390 | - | 390 | ||
| Trade<br> receivables with credit card and tickets | 6 | - | - | 1,943 | 1,943 | ||
| Financial<br> liabilities | |||||||
| Other<br> accounts payable | (169) | - | - | (169) | |||
| Trade<br> payables and trade payables - agreements | 14 | (11,659) | - | - | (11,659) | ||
| Borrowings<br> in domestic currency | 15.5.1 | (918) | (29) | - | (947) | ||
| Borrowings<br> in foreign currency | 15.5.1 | - | (801) | - | (801) | ||
| Debentures<br> and promissory notes | 15.5.1 | (11,542) | (3,257) | - | (14,799) | ||
| Lease<br> liabilities | 13.2 | (9,644) | - | - | (9,644) | ||
| Financial<br> instruments at fair value | 15.5.1 | - | (18) | - | (18) | ||
| Net exposure | (27,933) | (3,715) | 1,943 | (29,705) | |||
| (i) Fair<br> Value Through Other Comprehensive Income - FVTOCI. | |||||||
| The fair<br> value of other financial instruments detailed in the table above approximates the carrying amount based on the existing payment terms<br> and conditions. The financial instruments measured at amortized cost, the fair values of wich differ from the carrying amounts, are<br> disclosed in note 15.4. | |||||||
| 15.1 | Considerations<br> on risk factors that may affect the business of the Company | ||||||
| 15.1.1 | Credit<br> risk | ||||||
| •<br> Cash and cash equivalents | |||||||
| In order<br> to minimize the credit risk, the investment policies adopted establish investments in financial institutions approved by the Company’s<br> Financial Committee, considering the monetary limits and evaluations of financial institutions, which are regularly updated. | |||||||
| The Company's<br> financial investments, according to the rating on the national scale of financial institutions are, in the majority, represented<br> by brAAA as of June 30, 2025 and December 31, 2024. | |||||||
| •<br> Trade receivables | |||||||
| The credit<br> risk related to trade receivables is minimized by the fact that a large part of installment sales are made with credit cards and<br> tickets. These receivables may be advanced at any time, without right of recourse, with banks or credit card companies, for the purpose<br> of providing working capital, generating the derecognition of the accounts receivable. In addition, the main acquirers used by the<br> Company are related to first-tier financial institutions with low credit risk. Additionally, for trade receivables collected in installments,<br> the Company monitors the risk for the granting of credit and for the periodic analysis of the expected credit loss balances. | |||||||
| The Company<br> also incurs counterparty risk related to derivative instruments. This risk is mitigated by carrying out transactions, according to<br> policies approved by governance bodies. | |||||||
| Except<br> the balances related to credit cards and tickets, there are no receivables or sale to customers that are, individually, more than<br> 5% of accounts receivable or revenues. | |||||||
| 15.1.2 | Interest<br> rate risk | ||||||
| The Company<br> obtains borrowings with major financial institutions to meet cash requirements for investments. Accordingly, the Company is mainly<br> exposed to the risk of significant fluctuations in the interest rate, especially the rate related to derivative liabilities (foreign<br> currency exposure hedge) and debts indexed to CDI. The balance of cash and cash equivalents, indexed to CDI, partially offsets the<br> risk of fluctuations in the interest rates. | |||||||
| 15.1.3 | Foreign<br> currency exchange rate risk | ||||||
| The fluctuations<br> in the exchange rates may increase the balances of borrowings in foreign currency, and for this reason the Company uses derivative<br> financial instruments, such as swaps, to mitigate the foreign exchange rate risk, converting the cost of debt into domestic currency<br> and interest rates. | |||||||
| 15.1.4 | Capital<br> risk management | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| The main<br> objective of the Company’s capital management is to ensure that the Company maintains its credit rating and a well-balanced<br> equity ratio, in order to support businesses and maximize shareholder value. The Company manages the capital structure and makes<br> adjustments considering the changes in the economic conditions. | |||||||
| The capital<br> structure is as follows: | |||||||
| 12/31/2024 | |||||||
| Borrowings,<br> debentures and promissory notes | 16,565 | ||||||
| (-)<br> Cash and cash equivalents | (5,628) | ||||||
| (-)<br> Derivative financial instruments | (390) | ||||||
| Net<br> debt | 10,547 | ||||||
| Shareholders’<br> equity | 5,255 | ||||||
| % Net<br> debt to shareholders’ equity | 201% | ||||||
| 15.1.5 | Liquidity<br> risk management | ||||||
| The<br> Company manages liquidity risk through daily monitoring of cash flows and control of maturities of financial assets and liabilities. | |||||||
| The table<br> below summarizes the aging profile of the Company’s financial liabilities as of June 30, 2025. | |||||||
| From<br> 1 to 5 years | More<br> than 5 years | Total | |||||
| Borrowings | 3,119 | - | 3,365 | ||||
| Debenture<br> and promissory notes | 16,164 | 645 | 19,406 | ||||
| Derivative<br> financial instruments | (68) | (278) | 65 | ||||
| Lease<br> liabilities | 5,669 | 15,625 | 22,859 | ||||
| Trade<br> payables | - | - | 9,775 | ||||
| Trade<br> payables - Agreements | - | - | 571 | ||||
| Other<br> accounts payable | 27 | - | 145 | ||||
| 24,911 | 15,992 | 56,187 | |||||
| The<br> information was prepared considering the undiscounted cash flows of financial liabilities based on the earliest date the Company<br> may be required to make the payment or be eligible to receive the payment. To the extent that interest rates are floating, the undiscounted<br> amount is obtained based on interest rate curves for the year ended June 30, 2025. Therefore, certain balances presented do not agree<br> with the balances presented in the balance sheets. | |||||||
| 15.2 | Derivative<br> financial instruments | ||||||
| The<br> consolidated position of outstanding derivative financial instrument transactions is presented in the table below: | |||||||
| Description | Maturity | 6/30/2025 | 12/31/2024 | ||||
| Debt | |||||||
| - BRL | 2026 | (10) | 7 | ||||
| - BRL | 2027 | (18) | 59 | ||||
| - BRL | 2028 | (78) | - | ||||
| - BRL | 2028 | (11) | - | ||||
| - BRL | 2027 | (56) | - | ||||
| Debt | |||||||
| IPCA<br> - BRL | 2028,<br> 2029 and 2031 | 361 | 314 | ||||
| Interest<br> rate swaps registered at CETIP | |||||||
| Pre-fixed<br> rate x CDI | 2027 | (13) | (10) | ||||
| Pre-fixed<br> rate x CDI | 2027 | 1 | 1 | ||||
| Pre-fixed<br> rate x CDI | 2027 | 1 | 1 | ||||
| Derivatives<br> - Fair value hedge - Brazil | 177 | 372 | |||||
| Realized<br> and unrealized gains and losses on these contracts during the period ended June 30, 2025 are recorded as net financial results and<br> the balance receivable at fair value is R177 (balance receivable of R372 as of December 31, 2024), the assets are recorded as “Derivative<br> Financial Instruments” and the liabilities as “Borrowingsand Debentures”. | |||||||
| The<br> effects of the hedge at fair value through income for the period ended June 30, 2025, resulted in a loss of R276 (loss of R83 as<br> of June 30, 2024), recorded under "cost of debt" and "Mark-to-market gain (loss)", see note 23. |
All values are in US Dollars.
| 15.3 | Sensitivity<br> analysis of financial instruments | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| According<br> to Management's assessment, the possible reasonable changesscenario considered was, on the maturity date of each transaction,<br> themarket curves (interest) of B3. | |||||||||
| To<br> determine the possible relevant change in the relevant risk variable, Management considered the economic environment in which it<br> operates. Therefore, in scenario(I) there is no impact on the fair value of financial instruments and the weighted interest<br> rate (CDI) was 14.68% per year. For scenarios (II) and (III), for the exclusive purpose of sensitivity analysis, Management considered<br> a deterioration of 5% and 10%, respectively, in the risk variables, up to one year of the financial instruments, with the aim of<br> demonstrating the sensitivity of the Company's results in an adverse scenario. | |||||||||
| In<br> the case of derivative financial instruments (aiming at hedging the financial debt), the variations of the scenarios are accompanied<br> by the respective hedges, indicating that the effects are not significant. | |||||||||
| The<br> Company disclosed the net exposure of the derivative financial instruments, the corresponding financial instruments and certain financial<br> instruments in the sensitivity analysis table below, for each of the mentioned scenarios: | |||||||||
| Market<br> projections | |||||||||
| Transactions | Note | Risk<br><br> (Rate Increase) | As<br> of 6/30/2025 | Scenario<br> <br><br> (I) | Scenario<br> <br><br> (II) | Scenario<br> <br><br> (III) | |||
| Borrowings | 15.5.1 | CDI<br> + 1.62% per year | (934) | (136) | (143) | (150) | |||
| Borrowings<br> (fixed rate) | 15.5.1 | CDI<br> + 0.20% per year | (23) | (4) | (4) | (4) | |||
| Derivative<br> financial instruments (pre-fixed rate) | 15.5.1 | CDI<br> + 0.20% per year | 2 | - | - | - | |||
| Borrowings<br> (foreign currency) | 15.5.1 | CDI<br> + 1.29% per year | (1,964) | (288) | (302) | (317) | |||
| Derivative<br> financial instruments (foreign currency) | 15.5.1 | CDI<br> + 1.29% per year | (173) | (26) | (27) | (29) | |||
| Debentures<br> and promissory notes | 15.5.1 | CDI<br> + 1.25% per year | (13,581) | (1,996) | (2,096) | (2,195) | |||
| Derivative<br> financial instruments (debentures and promissory notes) | 15.5.1 | CDI<br> + 0.94% per year | 348 | 52 | 54 | 57 | |||
| Total<br> net effect (loss) | (16,325) | (2,398) | (2,518) | (2,638) | |||||
| Cash equivalents | 5 | 99.21%<br> of the CDI | 4,350 | 639 | 671 | 702 | |||
| Net exposure<br> loss | (11,975) | (1,759) | (1,847) | (1,936) | |||||
| 15.4 | Fair<br> value measurement | ||||||||
| The<br> Company discloses the fair value of financial instruments measured at fair value and of financial instruments measured at amortized<br> cost, the fair value of which differ from the carrying amounts, pursuant to CPC 46/IFRS 13, which address the concepts of measurement<br> and disclosure requirements. The fair value hierarchy levels are defined below: | |||||||||
| Level<br> 1: fair value measurement at the balance sheet date using quoted prices (unadjusted) in active markets for identical assets or liabilities<br> to which the entity may have access at the measurement date. | |||||||||
| Level<br> 2: fair value measurement at the balance sheet date using other significant observable assumptions for the asset or liability, either<br> directly or indirectly, except quoted prices included in Level 1. | |||||||||
| Level<br> 3: fair value measurement at the balance sheet date using non-observable data for the asset or liability. | |||||||||
| The<br> fair values of cash and cash equivalents, trade receivables and trade payables approximate their carrying amounts. | |||||||||
| The<br> table below sets forth the fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments<br> measured at amortized cost, all classified as level 2, for which the fair value has been disclosed in the interim financial information: | |||||||||
| Carrying<br> amount | Fair<br> value | ||||||||
| 6/30/2025 | 12/31/2024 | 6/30/2025 | 12/31/2024 | ||||||
| Trade<br> receivables with credit card and tickets | 1,363 | 1,943 | 1,363 | 1,943 | |||||
| Interest<br> rate swaps between currencies | (173) | 66 | (173) | 66 | |||||
| Interest<br> rate swaps | 2 | (8) | 2 | (8) | |||||
| Interest<br> rate swaps - CRI | 348 | 314 | 348 | 314 | |||||
| Borrowings<br> and debentures (fair value) | (5,313) | (4,087) | (5,313) | (4,087) | |||||
| Borrowings,<br> debentures and promissory notes (amortized cost) | (11,031) | (12,460) | (11,324) | (12,188) | |||||
| (14,804) | (14,232) | (15,097) | (13,960) | ||||||
| There<br> were no change between fair value measurement hierarchy levels during the period ended June 30, 2025. | |||||||||
| Interest<br> rate swaps, cross-currency, borrowings and debentures are classified in Level 2 since the fair value of such financial instruments<br> was determined based on readily observable inputs, such as expected interest rate and current and future foreign exchange rate. | |||||||||
| 15.5 | Borrowings | ||||||||
| --- | --- | --- | --- | --- | --- | --- | |||
| 15.5.1 | Debt breakdown | ||||||||
| Average<br> rate | 6/30/2025 | 12/31/2024 | |||||||
| Debentures<br> and promissory notes | CDI<br> + 1.25% per year | 13,581 | 14,975 | ||||||
| Borrowing<br> costs | (154) | (176) | |||||||
| 13,427 | 14,799 | ||||||||
| Derivative<br> financial instruments - Debentures and promissory notes | |||||||||
| Swap<br> contracts | CDI<br> + 0.94% per year | (348) | (304) | ||||||
| (348) | (304) | ||||||||
| Borrowings<br> in domestic currency | |||||||||
| Working<br> capital | CDI<br> + 0.20% per year | 23 | 29 | ||||||
| Working<br> capital | CDI<br> + 1.62% per year | 934 | 923 | ||||||
| Borrowing<br> costs | (4) | (5) | |||||||
| 953 | 947 | ||||||||
| Derivative<br> financial instruments - Domestic currency | |||||||||
| Swap<br> contracts | CDI<br> + 0.20% per year | (2) | (2) | ||||||
| (2) | (2) | ||||||||
| Borrowings<br> in foreign currency | |||||||||
| Working<br> capital | CDI<br> + 1.29% per year | 1,964 | 801 | ||||||
| 1,964 | 801 | ||||||||
| Derivative<br> financial instruments - Foreign currency | |||||||||
| Swap<br> contracts | CDI<br> + 1.29% per year | 173 | (66) | ||||||
| 173 | (66) | ||||||||
| Total<br> of borrowings, debentures and promissory notes | 16,167 | 16,175 | |||||||
| Current<br> asset - Derivative financial instruments | (8) | (93) | |||||||
| Non-current<br> asset - Derivative financial instruments | (424) | (297) | |||||||
| Current<br> liabilities - Borrowings | 120 | 38 | |||||||
| Current<br> liabilities - Debentures and promissory notes | 1,148 | 2,046 | |||||||
| Non-current<br> liabilities - Borrowings | 2,990 | 1,720 | |||||||
| Non-current<br> liabilities - Debentures and promissory notes | 12,341 | 12,761 | |||||||
| 15.5.2 | Roll forward<br> of borrowings | ||||||||
| 6/30/2025 | 6/30/2024 | ||||||||
| At the<br> beginning of the period | 16,175 | 14,910 | |||||||
| Funding | 2,858 | 2,300 | |||||||
| Borrowing<br> costs | (13) | (12) | |||||||
| Interest<br> provision | 1,076 | 912 | |||||||
| Swap<br> contracts | 299 | (8) | |||||||
| Mark-to-market | (23) | 91 | |||||||
| Exchange<br> rate and monetary variation | (216) | 1 | |||||||
| Borrowing<br> costs amortization | 36 | 32 | |||||||
| Interest<br> amortization | (938) | (567) | |||||||
| Principal<br> amortization | (3,005) | (131) | |||||||
| Swap<br> amortization | (82) | (68) | |||||||
| At the<br> end of the period | 16,167 | 17,460 | |||||||
| 15.5.3 | Schedule<br> of non-current maturities |

| * The net value of non-current is R$14,907. | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 15.6 | Debentures<br> and promissory notes | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Date | |||||||||
| Issue<br> amount (in thousands) | Outstanding<br> debentures (units) | Beginning | Maturity | Annual<br> financial charges | Unit<br> price (in Reais) | 6/30/2025 | 12/31/2024 | ||
| First Issue<br> of Promissory Notes - 6^th^<br> series | 200 | 4 | 7/4/2019 | 7/4/2025 | CDI<br> + 0.72% per year | 86,182,238 | 346 | 322 | |
| Second<br> Issue of Debentures - 2^nd^<br> series | 660,000 | 660,000 | 6/1/2021 | 5/22/2028 | CDI<br> + 1.95% per year | 1,018 | 673 | 669 | |
| Third<br> Issue of Debentures - 1^st^<br> series - CRI | 982,526 | 982,526 | 10/15/2021 | 10/16/2028 | IPCA<br> + 5.15% per year | 1,235 | 1,214 | 1,178 | |
| Third<br> Issue of Debentures - 2^nd^<br> series - CRI | 517,474 | 517,474 | 10/15/2021 | 10/15/2031 | IPCA<br> + 5.27% per year | 1,236 | 639 | 620 | |
| Fourth<br> Issue of Debentures - single series | 2,000,000 | 2,000,000 | 1/7/2022 | 11/26/2027 | CDI<br> + 1.75% per year | - | - | 2,024 | |
| First Issue<br> of Commercial Paper Notes - single series | 750,000 | 750,000 | 2/10/2022 | 2/9/2025 | CDI<br> + 1.70% per year | - | - | 786 | |
| Fifth<br> Issue of Debentures - single series - CRI | 250,000 | 250,000 | 4/5/2022 | 3/28/2025 | CDI<br> + 0.75% per year | - | - | 258 | |
| Sixth<br> Issue of Debentures - 1^st^<br> series - CRI | 72,962 | 72,962 | 9/28/2022 | 9/11/2026 | CDI<br> + 0.60% per year | 1,040 | 76 | 75 | |
| Sixth<br> Issue of Debentures - 2^nd^<br> series - CRI | 55,245 | 55,245 | 9/28/2022 | 9/13/2027 | CDI<br> + 0.70% per year | 1,040 | 57 | 58 | |
| Sixth<br> Issue of Debentures - 3^rd^<br> series - CRI | 471,793 | 471,793 | 9/28/2022 | 9/13/2029 | IPCA<br> + 6.70% per year | 1,165 | 550 | 534 | |
| Second<br> Issue of Commercial Paper Notes - single series | 400,000 | 400,000 | 12/26/2022 | 12/26/2025 | CDI<br> + 0.93% per year | 1,368 | 547 | 513 | |
| Seventh<br> Issue of Debentures - 1^st^<br> series - CRI | 145,721 | 145,721 | 7/25/2023 | 7/15/2026 | CDI<br> + 1.00% per year | 1,064 | 155 | 154 | |
| Seventh<br> Issue of Debentures - 2^nd^<br> series - CRI | 878,503 | 878,503 | 7/25/2023 | 7/15/2027 | Pré<br> 11.75% per year | 1,051 | 923 | 925 | |
| Seventh<br> Issue of Debentures - 3^rd^<br> series - CRI | 46,622 | 46,622 | 7/25/2023 | 7/17/2028 | CDI<br> + 1.15% per year | 1,064 | 50 | 50 | |
| Eighth<br> Issue of Debentures - 1^st^<br> series | 400,000 | 400,000 | 12/22/2023 | 12/22/2027 | CDI<br> + 1.85% per year | 1,003 | 401 | 401 | |
| Eighth<br> Issue of Debentures - 2^nd^<br> series | 400,000 | 400,000 | 12/22/2023 | 12/22/2028 | CDI<br> + 1.95% per year | 1,003 | 401 | 401 | |
| Ninth<br> Issue of Debentures - single series | 500,000 | 500,000 | 3/28/2024 | 3/26/2029 | CDI<br> + 1.25% per year | 1,039 | 519 | 516 | |
| Tenth<br> Issue of Debentures - single series | 1,800,000 | 1,800,000 | 6/25/2024 | 6/20/2029 | CDI<br> + 1.25% per year | 1,004 | 1,806 | 1,805 | |
| Eleventh<br> Issue of Debentures - single series | 2,800,000 | 2,800,000 | 10/1/2024 | 9/25/2029 | CDI<br> + 1.25% per year | 1,039 | 2,908 | 2,882 | |
| Twelfth<br> Issue of Debentures - single series | 800,000 | 800,000 | 12/13/2024 | 12/10/2029 | CDI<br> + 1.25% per year | 1,008 | 807 | 804 | |
| Thirteenth<br> Issue of Debentures - single series | 1,500,000 | 1,500,000 | 6/13/2025 | 6/5/2029 | CDI<br> + 1.20% per year | 1,006 | 1,509 | - | |
| Borrowing<br> costs | (154) | (176) | |||||||
| 13,427 | 14,799 | ||||||||
| The<br> Company issues debentures to strengthen its working capital, maintain its cash strategy, and lengthen its debt and investment profile.<br> The debentures issued are non-preemptive, non-convertible into shares, do not have renegotiation clauses and do not have guarantees. | |||||||||
| 15.7 | Borrowings<br> in foreign currencies | ||||||||
| As<br> of June 30, 2025, the Company has borrowings in foreign currency to strengthen its working capital, maintain its cash strategy, lengthen<br> its debt and investment profile. | |||||||||
| 15.8 | Guarantees | ||||||||
| As<br> of June 30, 2025, the Company has no guarantees related to its borrowing agreement. | |||||||||
| 15.9 | Swap contracts | ||||||||
| The<br> Company uses swap operations for 100% of its borrowings denominated in US dollars, in fixed interest rates and IPCA, exchanging these<br> liabilities linked to real to the CDI (floating) interest rates. The annual average rate at CDI as of June 30, 2025 was 12.08% (10.83%<br> as of December 31, 2024). | |||||||||
| 15.10 | Financial<br> covenants | ||||||||
| In<br> connection with the debentures and promissory notes issued, the Company is required to maintain certain financial ratios. These ratios<br> are calculated quarterly based on the Company’s interim financial information prepared in accordance with accounting practices<br> adopted in Brazil, as follows: (i) consolidated net debt / equity less than or equal to 3.00; and (ii) consolidated net debt/EBITDA<br> Last Twelve Months ("LTM") ratio should be lower than or equal to 3.00. | |||||||||
| As<br> of June 30, 2025, the Company had fulfilled all contractual obligations and was compliant with these ratios. | |||||||||
| 16 | PROVISION<br> FOR LEGAL PROCEEDINGS | ||||||||
| --- | --- | --- | --- | --- | |||||
| The<br> provision for legal proceedings is estimated by the Company and supported by its legal counsel and was established in an amount considered<br> sufficient to cover the considered probable losses. | |||||||||
| Social<br> security and labor | Civil | Total | |||||||
| Balance as of December<br> 31, 2023 | 163 | 38 | 263 | ||||||
| Additions | 102 | 8 | 116 | ||||||
| Reversals | (45) | (5) | (82) | ||||||
| Payments | (46) | (5) | (60) | ||||||
| Monetary<br> correction | 9 | 4 | 5 | ||||||
| Balance as of June 30,<br> 2024 | 183 | 40 | 242 | ||||||
| Restricted deposits for<br> legal proceedings | (6) | (10) | (17) | ||||||
| Net provision for restricted<br> deposits | 177 | 30 | 225 | ||||||
| Social<br> security and labor | Civil | Total | |||||||
| Balance as of December<br> 31, 2024 | 174 | 33 | 223 | ||||||
| Additions | 149 | 11 | 164 | ||||||
| Reversals | (49) | (6) | (55) | ||||||
| Payments | (74) | (3) | (77) | ||||||
| Monetary<br> correction | 12 | 3 | 20 | ||||||
| Balance as of June 30,<br> 2025 | 212 | 38 | 275 | ||||||
| Restricted deposits for<br> legal proceedings | (1) | (3) | (8) | ||||||
| Net provision for restricted<br> deposits | 211 | 35 | 267 | ||||||
| Of<br> the total amount of the table above, R36 (R26 as of December 31, 2024) is the responsibility of GPA arising from contingencies<br> up to 2016, pursuant to contractual provisions, namely: R4 tax claims, R15 labor claims and R17 civil claims (R4 tax claims,<br> R7 labor claims and R15 civil claims as of December 31, 2024). | |||||||||
| 16.1 | Tax<br> claims | ||||||||
| Tax<br> claims are subject by law to monthly monetary adjustment, which refers to an adjustment to the provision based on indexing rates<br> adopted by each tax jurisdiction. Both interest charges and fines, where applicable, were calculated and provisioned with respect<br> to unpaid amounts. | |||||||||
| The<br> Company has other tax claims, which according to its legal counsel’s analysis, were provisioned, namely: (i) discussions on<br> the non-application of the Accident Prevention Factor (FAP); (ii) IPI in the resale of imported products; and (iii) other matters. | |||||||||
| The<br> amount provisioned for these matters as of June 30, 2025 is R25 (R16 as of December 31, 2024). | |||||||||
| 16.2 | Social<br> security and labor | ||||||||
| The<br> Company is a party to various labor proceedings, especially due to dismissals in the regular course of business. As of June 30, 2025,<br> the Company recorded a provision of R212 (R174 as of December 31, 2024), referring to a potential risk of loss relating to labor<br> claims. Management, with the assistance of its legal counsel, assesses these claims and records provisions for losses when reasonably<br> estimated, considering previous experiences in relation to amounts claimed. | |||||||||
| 16.3 | Civil | ||||||||
| The<br> Company is a party to civil proceedings (indemnifications, collections, among others) that are in different procedural phases and<br> at various courts. Management records provisions in amounts considered sufficient to cover unfavorable court decisions when its internal<br> and external legal counsel assess the losses to be probable. | |||||||||
| Among<br> these proceedings, we highlight the following: | |||||||||
| The<br> Company is a party to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company<br> records a provision for the difference between the monthly rental amounts originally paid by stores and the rental amounts calculated<br> by the legal experts considering that it is the expert report amount that will be used as the basis for the decision that will change<br> the rental amount paid by the Company. As of June 30, 2025, the amount of the provision for these lawsuits is R28 (R26 as of December<br> 31, 2024), for which there are no restricted deposits for legal proceedings. | |||||||||
| The<br> Company is a party to certain lawsuits relating to the fines applied by inspection bodies of direct and indirect administration of<br> the federal government, states, and municipalities, including consumer defense bodies (PROCONs, INMETRO, and local governments).<br> The Company, with the assistance of its legal counsel, assesses these claims recording provisions for probable cash disbursements<br> according to the estimate of loss. As of June 30, 2025, the amount of provision for these lawsuits is R10 (R7 as of December 31,<br> 2024). | |||||||||
| The<br> Company’s total civil, regulatory and property claims as of June 30, 2025, is R38 (R33 as of December 31, 2024). |
All values are in US Dollars.
| 16.4 | Contingent<br> liabilities not accrued | |||
|---|---|---|---|---|
| The<br> Company is a party to other litigations for which the risk of loss was classified by its legal counsel to be possible, therefore,<br> not accrued, to the following subjects: | ||||
| 6/30/2025 | 12/31/2024 | |||
| Tax<br> on Financial Transactions (IOF) – payment differences. | 15 | 14 | ||
| PIS,<br> COFINS – payment discrepancies and overpayments, fine for non-compliance with ancillary obligations, disallowance of PIS and<br> COFINS credits, among other matters pending judgment at the administrative and judicial levels. | 942 | 1,008 | ||
| ICMS<br> – allocation of credits from purchases from suppliers considered unqualified by the registry of the State Revenue Service,<br> among other matters, which are pending judgment at the administrative and judicial levels. | 1,275 | 1,210 | ||
| ISS<br> (services tax), IPTU (urban property tax), Fees and other – discrepancies in payments of IPTU, fines for non-compliance with<br> ancillary obligations, ISS – refund of advertising expenses and various fees, which are pending judgment at the administrative<br> and judicial levels. | 14 | 20 | ||
| INSS<br> (national institute of social security) – divergences in the FGTS and Social Security form (GFIP), offsets not approved, among<br> other matters, which are pending judgment at the administrative and judicial levels. | 24 | 25 | ||
| Other<br> litigation – real estate lawsuits in which the Company claims the renewal and maintenance of lease agreements according to<br> market prices. These lawsuits involve proceedings in civil court, as well as administrative proceedings filed by inspection bodies,<br> among others. | 2 | 2 | ||
| Compensation<br> linked to the external legal counsel's success fee if all the proceedings were concluded in favor of the Company. | 33 | 27 | ||
| 2,305 | 2,306 | |||
| Of<br> the total amount in the table above, R1,100 (R1,097 as of December 31, 2024) is the responsibility of GPA arising from contingencies<br> up to 2016, pursuant to contractual provisions, namely: R1,099 tax claims and R1 civil claims (R1,096 tax claims and R1 civil<br> claims as of December 31, 2024). | ||||
| Three<br> collective proceedings were filed by institutions related to black people's movements due to an approach to a customer, in August<br> 2021 at the store in Limeira - SP, which claim supposed racial issues. All were duly answered. One of them has already been extinguished<br> by the judiciary without major effects. As of June 30, 2025, there are still two lawsuits in progress and, given the subjectivity<br> of the matter, it is still not possible to reasonably estimate the amounts involved. A significant impact is not expected, upon completion<br> the lawsuits on the Company's financial statements. | ||||
| 16.4.1 | Uncertainty<br> over IRPJ and CSLL treatments | |||
| In compliance<br> with ICPC 22/IFRIC 23 – Uncertainty over Income Tax Treatment, the Company has proceedings, at the judicial and administrative<br> levels, with Government's regulatory agencies, which are related to uncertain tax treatments adopted for the recording of income<br> tax and social contribution. Based on the assessment of internal and external legal counsel, the Company considers the tax treatment<br> adopted is adequate, therefore, these proceedings were classified as possible losses. As of June 30, 2025, the amount involved was<br> R1,171 (R1,025 as of December 31, 2024). | ||||
| Of the<br> total amount above, R300 is the responsibility of GPA arising from contingencies up to 2016, pursuant to contractual provisions<br> (R293 as of December 31, 2024). | ||||
| 16.5 | Guarantees | |||
| The Company<br> provided bank guarantees and insurance guarantees for judicial proceedings of a civil, tax and labor nature, described below: | ||||
| Lawsuits | 6/30/2024 | |||
| Tax | 1,461 | |||
| Labor | 84 | |||
| Civil<br> and others | 49 | |||
| 1,594 | ||||
| The cost<br> of guarantees as of June 30, 2025 is approximately 0.15% per year of the amount of the lawsuits (0.16% as of June 30, 2024) and is<br> recorded as a financial expense. | ||||
| 16.6 | Restricted<br> deposits for legal proceedings | |||
| The<br> Company has recorded in its assets amounts relating to judicial deposits: | ||||
| Lawsuits | 12/31/2024 | |||
| Tax | 16 | |||
| Labor | 4 | |||
| Civil<br> and others | 4 | |||
| 24 |
All values are in US Dollars.
| 17 | DEFERRED<br> REVENUES | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 6/30/2025 | 12/31/2024 | ||||||||
| Commercial<br> agreement with suppliers (i) | 228 | 418 | |||||||
| Commercial<br> agreement - payroll (ii) | 38 | 37 | |||||||
| Marketing | 25 | 20 | |||||||
| 291 | 475 | ||||||||
| Current | 266 | 449 | |||||||
| Non-current | 25 | 26 | |||||||
| (i) Refers<br> to rental of supplier product exhibition modules "checkstand", point of sale displays and backlight panels. | |||||||||
| (ii) Commercial<br> agreement with a financial institution for exclusivity in payroll processing. | |||||||||
| 18 | INCOME<br> TAX AND SOCIAL CONTRIBUTION | ||||||||
| 18.1 | Reconciliation<br> of income tax and social contribution expense | ||||||||
| 6/30/2025 | 6/30/2024 | ||||||||
| Income<br> before income tax and social contribution | 304 | 212 | |||||||
| Expense<br> of income tax and social contribution, for nominal rate (34%) | (103) | (72) | |||||||
| Adjustments to reflect<br> the effective rate | |||||||||
| Tax<br> fines | (3) | (3) | |||||||
| Share<br> of profits | 12 | 11 | |||||||
| ICMS<br> subsidy - tax incentives (i) | 108 | 21 | |||||||
| Monetary<br> correction credits | 16 | 13 | |||||||
| Other<br> permanent differences | 2 | 1 | |||||||
| Effective income<br> tax and social contribution | 32 | (29) | |||||||
| Income tax and social<br> contribution for the period | |||||||||
| Current | (66) | (82) | |||||||
| Deferred | 98 | 53 | |||||||
| Benefits (expenses)<br> of income tax and social contribution | 32 | (29) | |||||||
| Effective<br> rate | -10.5% | 13.7% | |||||||
| (i)<br> The Company calculated tax credits for subsidies that, according to legal forecast, do not comprise the basis for calculating income<br> tax and social contribution. | |||||||||
| 18.2 | Breakdown<br> of deferred income tax and social contribution | ||||||||
| The main<br> components of deferred income tax and social contribution in the balance sheets are the following: | |||||||||
| 6/30/2025 | 12/31/2024 | ||||||||
| Assets | Liabilities | Net | Assets | Liabilities | Net | ||||
| Deferred<br> income tax and social contribution | |||||||||
| Tax<br> losses | 331 | - | 331 | 314 | - | 314 | |||
| Provision<br> for legal proceedings | 85 | - | 85 | 67 | - | 67 | |||
| Swap | - | (58) | (58) | - | (132) | (132) | |||
| Goodwill<br> tax amortization | - | (317) | (317) | - | (317) | (317) | |||
| Mark-to-market | - | (2) | (2) | 2 | - | 2 | |||
| Property,<br> plant and equipment and intangible assets | 10 | - | 10 | 10 | - | 10 | |||
| Unrealized<br> losses with tax credits | - | (71) | (71) | - | (71) | (71) | |||
| Provision<br> of inventory | 21 | - | 21 | 35 | - | 35 | |||
| Borrowing<br> costs | - | (54) | (54) | - | (62) | (62) | |||
| Lease<br> net of right of use | 3,313 | (3,027) | 286 | 3,249 | (3,016) | 233 | |||
| Compensation<br> program | 54 | - | 54 | 21 | - | 21 | |||
| Exchange<br> rate | - | (41) | (41) | 33 | - | 33 | |||
| Others | - | (5) | (5) | 7 | - | 7 | |||
| Gross<br> deferred income tax and social contribution assets (liabilities) | 3,814 | (3,575) | 239 | 3,738 | (3,598) | 140 | |||
| Compensation | (3,575) | 3,575 | - | (3,598) | 3,598 | - | |||
| Deferred<br> income tax and social contribution assets (liabilities), net | 239 | - | 239 | 140 | - | 140 | |||
| Management<br> has assessed the future realization of deferred tax assets, considering the projections of future taxable income, in the context<br> of the main variables of its businesses. This assessment was based on information from the strategic planning report previously approved<br> by the Company´s Board of Directors. | |||||||||
| The Company<br> estimates the recovery of these credits as follows: | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| 18.3 | Roll forward<br> of deferred income tax and social contribution | ||||||||
| 6/30/2025 | 6/30/2024 | ||||||||
| At<br> the beginning of the period | 140 | 171 | |||||||
| Benefits<br> in the period | 98 | 53 | |||||||
| Income<br> tax effect | 1 | 1 | |||||||
| Others | - | (9) | |||||||
| At<br> the end of the period | 239 | 216 | |||||||
| 19 | SHAREHOLDERS’<br> EQUITY | ||||||||
| 19.1 | Capital<br> stock and stock rights | ||||||||
| According<br> to the Company's bylaws, the Company's authorized capital may be increased up to 2 billion common shares. Below, the subscribed and<br> fully paid-in share capital, represented by common shares, all nominative and with no par value: | |||||||||
| Number<br> of shares | Amount<br><br> (in reais) | ||||||||
| 1,351,833,200 | 1,271,691,249 | ||||||||
| 1,352,215,647 | 1,271,695,074 | ||||||||
| - | 184,074,731 | ||||||||
| 29,538 | 295 | ||||||||
| 1,352,245,185 | 1,455,770,100 | ||||||||
| Note | 6/30/2025 | Participation | 12/31/2024 | Participation | |||||
| 1,347,137,085 | 99.62% | 1,348,415,647 | 99.72% | ||||||
| 19.4 | 5,108,100 | 0.38% | 3,800,000 | 0.28% | |||||
| 1,352,245,185 | 100.00% | 1,352,215,647 | 100.00% | ||||||
| 19.2 | Distribution<br> of dividends and interest on own capital | ||||||||
| At a meeting<br> of the Board of Directors held on December 30, 2024, the advance payment of interest on own capital in the gross amount of R125<br> was approved, on which the withholding tax was deducted in the amount of R16, corresponding to the net amount of R109. The effective<br> payment occurred on February 28, 2025. | |||||||||
| On March<br> 26, 2025, the Management's proposal was disclosed to the market, including the dividend amounts and the allocation of the Company's<br> profits as of December 31, 2024. | |||||||||
| At the Annual<br> General Meeting of Shareholders held on April 25, 2025, the Shareholders voted to approve the mandatory minimum dividend of R20,<br> calculated in accordance with the Corporations Legislation and the Company's bylaws, for the year ended December 31, 2024. The total<br> amount of dividends corresponds to R0.014541232193963 per common share. The effective payment occurred on June 23, 2025. | |||||||||
| 19.3 | Expansion<br> reserve | ||||||||
| On March<br> 26, 2025, the Management's proposal was disclosed to the market, including the amount allocated to the expansion reserve based on<br> the result for the year 2024, totaling R368. The Management's proposal was approved at the Annual General Meeting of Shareholders<br> held on April 25, 2025. |
All values are in US Dollars.
| 19.4 | Treasury<br> shares | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| On June<br> 25, 2024, the Board of Directors approved the first share buyback program for the Company’s issued shares. The program aims<br> to acquire, within up to 12 months from the approval date, up to 3,800,000 common shares, representing 0.28% of the total shares<br> outstanding, for treasury stock and delivery of these shares to participants in the Executive Partner Program, see note 19.5.4, and<br> the Long-Term Incentive Plan through the Granting of the Right to Receive Shares, see note 19.5.5. The shares were acquired in the<br> stock market based on normal trading conditions. | |||||||||||
| On March<br> 18, 2025, the Board of Directors approved the second share buyback program for the Company’s issued shares. The program aims<br> to acquire, within up to 12 months from the date April 1, 2025 up to 8,000,100 common shares, representing 0.59% of the total shares<br> outstanding, for the same purpose as described above. The shares will be acquired in the stock market based on normal trading conditions.<br> Until August 7, 2025, date of issue of this interim financial information, the Company repurchased shares in the amount of R25,<br> representing 2,594,200 common shares. | |||||||||||
| The table<br> below represents the movement of treasury shares: | |||||||||||
| Number<br> of shares | Amount<br><br> (in reais) | Average<br> purchase price | |||||||||
| As<br> of December 31, 2024 | 3,800,000 | 26,390,274 | 6.94 | ||||||||
| Share<br> buyback | 1,308,100 | 12,261,257 | - | ||||||||
| Additional<br> costs of the period | - | 20,985 | - | ||||||||
| As<br> of June 30, 2025 | 5,108,100 | 38,672,516 | 7.57 | ||||||||
| 19.5 | Share-based<br> payment | ||||||||||
| 19.5.1 | Recognized<br> options granted | ||||||||||
| Information<br> relating to the Company's Option Plan and Compensation Plan is summarized below: | |||||||||||
| 6/30/2025 | |||||||||||
| Number<br> of shares<br><br> (in thousands) | |||||||||||
| Series<br> granted | Grant<br> date | 1st<br> exercise date | Exercise<br> price on the grant date<br><br> (in reais) | Gran-<br><br> ted | Exer-<br><br> cised | Cance-<br><br> lled | Current | ||||
| B9 | 5/31/2022 | 6/1/2025 | 0.01 | 2,163 | (405) | (116) | 1,642 | ||||
| C9 | 5/31/2022 | 6/1/2025 | 12.53 | 1,924 | (119) | (162) | 1,643 | ||||
| B10 (i) | 5/31/2023 | 6/1/2026 | 0.01 | 1,390 | (57) | (65) | 1,268 | ||||
| C10 (i) | 5/31/2023 | 6/1/2026 | 11.82 | 1,390 | - | (122) | 1,268 | ||||
| B11 (i) | 5/31/2024 | 6/1/2027 | 0.01 | 1,294 | (35) | (56) | 1,203 | ||||
| C11 (i) | 5/31/2024 | 6/1/2027 | 10.62 | 1,294 | - | (91) | 1,203 | ||||
| 9,455 | (616) | (612) | 8,227 | ||||||||
| (i) Shares<br> granted to executives excluding statutory officers. | |||||||||||
| 19.5.2 | Consolidated<br> information of Company's share-based payment plans | ||||||||||
| According<br> to the plans, the options granted in each of the series can represent a maximum of 2% of the total shares issued by the Company. | |||||||||||
| The table<br> below shows the maximum percentage of dilution to which current shareholders could eventually be subject to in the event that all<br> options granted are exercised until June 30, 2025: | |||||||||||
| 6/30/2025 | |||||||||||
| (in<br> thousands) | |||||||||||
| Number<br> of outstanding shares | 1,347,137 | ||||||||||
| Balance<br> of effective series granted | 8,227 | ||||||||||
| Maximum<br> percentage of dilution | 0.61% | ||||||||||
| The fair<br> value of each option granted is estimated on the grant date, using the options pricing model "Black-Scholes" taking into<br> account the following assumptions: | |||||||||||
| Series<br> granted | Estimated<br> dividends | Approximate<br> estimated volatility | Risk-free<br> weighted average interest rate | Exit<br> rate | Average<br> remaining life expectancy | ||||||
| B9 | 1.20% | 37.29% | 12.18% | 8.00% | - | ||||||
| C9 | |||||||||||
| B10 | 1.31% | 35.32% | 10.87% | 8.00% | 11<br> months | ||||||
| C10 | |||||||||||
| B11 | 0.77% | 37.32% | 11.28% | 8.00% | 23<br> months | ||||||
| C11 |
All values are in US Dollars.
| Shares<br><br> (in thousands) | Weighted<br> average exercise price<br><br> (in reais) | Weighted<br> average of the remaining contractual term | |||
|---|---|---|---|---|---|
| As of<br> December 31, 2024 | 8,362 | 5.88 | 1.31 | ||
| Cancelled<br> during the period | (94) | 8.28 | |||
| Exercised<br> during the period | (41) | 0.01 | |||
| Outstanding<br> at the end of the period | 8,227 | 5.88 | 0.84 | ||
| Total<br> to be exercised as of June 30, 2025 | 8,227 | 5.88 | 0.84 | ||
| The amount<br> recorded in the statement of operations for the period ended June 30, 2025 was R13 (R13 as of June 30, 2024). | |||||
| 19.5.3 | Cash-settled<br> share-based payment plan | ||||
| At the<br> Extraordinary General Meeting held on July 14, 2023, the cash-settled share-based payment plan was approved, only for the Company's<br> Statutory Officers, this plan does not make officers a partner of the Company, they only acquire the right to receive a cash compensation<br> corresponding to the average price of the Company's shares traded on B3 under the ticker ASAI3. | |||||
| The calculation<br> methodology is the linear average of the share price considering the last 20 trading sessions, including the base date of August<br> 1, 2023 (grant date), until the end of the plan on July 31, 2028. The payment will be made in local currency, considering the vesting<br> periods of the shares. | |||||
| Shares<br> were granted to the Company's executives and receipt of the award in relation to 50% of these shares will be subject to compliance<br> with the service condition (time-conditioned shares) and the other 50% will be subject to compliance, cumulatively, with the service<br> condition and the performance condition (time-and performance-conditioned shares). Below, the movement for the period: | |||||
| 12/31/2024 | |||||
| At the<br> beginning of the period | 1,989 | ||||
| Cancelled | (78) | ||||
| At the<br> end of the period | 1,911 | ||||
| For shares<br> conditioned on time to become vested, Offices must remain with the Company from the grant date to the dates below (vesting period): | |||||
| a) 20%<br> (twenty percent) on the 3-year anniversary from the grant date;<br> b) 20% (twenty percent) on the 4-year anniversary from the grant date; and<br> c) 60% (sixty percent) on the 5-year anniversary from the grant date. | |||||
| For shares<br> conditioned on time and performance to become vested, the Executive must comply with the vesting periods above, in addition to meeting<br> the goals, being segregated between: a) Environmental, Social and Governance ("ESG") goal with a weight of 30%: i) hiring<br> people with disabilities; ii) women in leadership, in managerial positions or higher; and iii) total carbon emissions – Scope<br> 1 and 2; and b) Operating target with a weight of 70%: i) operating cash flow. | |||||
| The targets<br> above will be reviewed annually by the Board of Directors and non-achievement of them, on December 31, 2026 and 2027, may be compensated<br> by achievement on subsequent measurement dates. | |||||
| At the<br> end of each vesting period, virtual shares conditioned on time that have become vested virtual shares will be automatically settled,<br> for virtual shares conditioned on time and performance the goals listed above must be achieved. | |||||
| If the<br> Officer is terminated on his/her own initiative, the Officer will lose the right to receive unvested shares, which will be immediately<br> canceled and extinguished, without any compensation and/or indemnity, regardless of prior notice or notice. If the Officer is terminated<br> at the initiative of the Company, through dismissal and removal from office due to serious misconduct, all his/her shares will be<br> extinguished, without any compensation and/or indemnity, regardless of prior notice or notice. If the Officer is terminated due to<br> mutual agreement between the Company and the Officer or on the Company's initiative, through dismissal and removal from office without<br> serious misconduct, the Officer will have the right, subject to compliance with restrictive obligations, to settlement of all vested<br> shares at the termination date and to maintain a portion of the unvested shares as agreed between the parties. | |||||
| As of<br> June 30, 2025, the amount of the liability corresponding to the plan, including payroll charges, in recorded is "Cash-settled<br> share plan" in non-current liabilities in the amount of R13 (R5 as of December 31, 2024) and the total expense recognized,<br> was R8 (R3 as of June 30, 2024) and the fair value of the total of this plan in this date was R29. | |||||
| 19.5.4 | Executive<br> Partner Program | ||||
| At the<br> Ordinary and Extraordinary General Meeting held on April 26, 2024, the shareholders approved the Company's Executive Partner Program,<br> intended to create a unique and extraordinary long-term program, which is not to be confused with the standard Long-Term Incentive,<br> composed of a single grant of share rights to the Chief Executive Officer, the Commercial and Logistics Vice President, and the Operations<br> Vice President (“Participants”), in a substantial amount and contingent on the Participants staying at the company and<br> their achievement of certain performance targets, aiming at: (i) the long-term retention of the Participants; and (ii) the strengthening<br> ofthe sense of ownership in the Participants, transforming key officers into relevant, long-term shareholders. |
All values are in US Dollars.
| Through<br> the Executive Partner Program, on May 1, 2024 the Company granted to Participants the right to receive up to 27,044,904 Company shares,<br> corresponding to up to 2% of the total number of Company shares on the date of approval of the Executive Partner Program, subject<br> to the adjustments provided for in the Program, as follows: | |
|---|---|
| i) 0.40%<br> will consist of restricted shares, the right to which will only be acquired if the Participants remain as Officers of the Company,<br> as follows: i) 30% on the first vesting date (5 years from granted date) and 70% on the second vesting date (7 years from granted<br> date); and | |
| ii) up<br> to 1.60% will consist of shares with performance assumptions, the right to which will only be acquired if the following conditions<br> are cumulatively met: i) the Participants remain as Officers of the Company until the second vesting date; and ii) the performance<br> targets are achieved on the second vesting date, determined and calculated in accordance with the terms and conditions set out below. | |
| Shares<br> with performance assumptions | |
| Additional<br> shares | |
| All shares<br> received by the Participants under the Executive Partner Program will be subject to a lock-up of three years from the date of receipt<br> of the shares, unless otherwise provided for by the Board of Directors in cases of termination of the Participants. | |
| The fair<br> value of each share granted in the amount of R13.12 was measured based on the share price on the granted date, reduced<br> by the estimated discount of 13.50% due to the transfer restriction after the vesting period. The Company has determined the estimated<br> number of shares that will be considered the right of the Participants in relation to the variable portion of the plan based on the<br> result projections in line with the business assumptions and that at the end of each period the estimate will be adjusted according<br> to these projections. | |
| 9,952,525<br> shares were granted, with a fair value of R11.35. | |
| As of<br> June 30, 2025, the amount recognized in the statement of operations for the period was R13 (R6 as of June 30, 2024) and the fair<br> value of the total of this plan in this date was R152, including charges. | |
| 19.5.5 | Long-term<br> incentive plan through grant of the right to receive Company shares |
| At the<br> Ordinary and Extraordinary General Meeting held on April 26, 2024, the shareholders approved the Long-Term Incentive Plan (“ILP”),<br> intended to grant restricted shares and shares with performance assumptions to statutory and non-statutory directors of the Company<br> (“Participants”), as well as to any other employees who are selected to participate in the plan. |
All values are in US Dollars.
| By granting<br> the right to receive Company shares to the Participants, the ILP Plan aims at: (i) aligning the interests of the Participants with<br> the interests of the Company's shareholders; (ii) encouraging the Participants to stay at the Company or at the companies under its<br> control; and (iii) maximizing the results and generating sustainable value for the Company and its shareholders. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The grants<br> under the ILP Plan will be made in the following proportion: (i) 30% of the right granted will consist of restricted shares, and<br> the transfer of the shares to the Participants will occur only upon compliance with a single vesting period of 3 years (except for<br> the grant to the Chief Executive Officer, which will have a vesting period of up to 5 years, with partial vesting of 33% in the 3rd<br> year, 33% in the 4th year and 34% in the 5th year); and (ii) 70% of the right granted will consist of shares with performance assumptions,<br> and the transfer of the shares to the Participants will occur only upon compliance with a single vesting period of 3 years (5 years<br> for the Chief Executive Officer) contingent on the achievement of the performance targets established by the Board of Directors,<br> and the final number of shares with performance assumptions to which the Participants will be entitled will depend on the degree<br> of achievement of these targets at the end of the single vesting period of 3 years (5 years for the Chief Executive Officer), and<br> may vary from 90% to 110% of the target number of shares (and the target number of shares will assume the achievement of 100% of<br> the targets). | |||||||||||||||
| Shares<br> with performance assumptions | |||||||||||||||
| Regarding<br> the grant of shares with performance assumptions, the indicators will be defined considering the following main objectives: | |||||||||||||||
| • preserve<br> the Company's relevance and positioning in relation to its peers in the cash & carry sector; | |||||||||||||||
| • ensure<br> the generation of sustainable business value; | |||||||||||||||
| • guarantee<br> the profitability of the Company's business in the long term; and | |||||||||||||||
| • ensure<br> an adequate level of profitability of operations, preserving healthy profit margin levels in relation to the Company's history. | |||||||||||||||
| The number<br> of restricted shares and shares with performance assumptions granted will be determined based on: (i) a salary multiple, according<br> to the grade occupied by the Participant; and (ii) the average share price in the 20 trading sessions prior to the grant. | |||||||||||||||
| The shares<br> (both restricted shares and shares with performance assumptions) will be transferred to the Participants upon compliance with the<br> conditions described in the plan, and the transfer of shares will be made through the delivery of shares held in treasury by the<br> Company. | |||||||||||||||
| Through<br> the ILP Plan, the Company will grant to the Participants the right to receive a certain number of shares corresponding to up to 1.5%<br> of the total number of Company shares on the date of approval of the respective plan, subject to the specified adjustments. | |||||||||||||||
| The<br> information related to the plan is summarized below: | |||||||||||||||
| 6/30/2025 | |||||||||||||||
| Number<br> of shares<br><br> (in thousands) | |||||||||||||||
| Series<br> granted | Date<br> of grant | 1^st^<br> exercise date | Grant | Cancelled | Effective | ||||||||||
| ILP -<br> 2024 | 5/31/2024 | 5/31/2027 | 649 | (128) | 521 | ||||||||||
| ILP -<br> 2024 | 5/31/2024 | 5/31/2028 | 50 | - | 50 | ||||||||||
| ILP -<br> 2024 | 5/31/2024 | 5/31/2029 | 396 | - | 396 | ||||||||||
| ILP -<br> 2025 | 3/31/2025 | 3/31/2028 | 5,085 | (326) | 4,759 | ||||||||||
| ILP -<br> 2025 | 3/31/2025 | 3/31/2029 | 97 | - | 97 | ||||||||||
| ILP -<br> 2025 | 3/31/2025 | 3/31/2030 | 777 | - | 777 | ||||||||||
| 7,054 | (454) | 6,600 | |||||||||||||
| The fair<br> value of each share granted is estimated on the grant date using the Black-Scholes pricing model, considering the following assumptions: | |||||||||||||||
| Series<br> granted | Fair<br> value granted<br><br> (in reais) | Estimated<br> dividends | Approximate<br> estimated volatility | Risk-free<br> weighted average interest rate | Average<br> remaining life expectancy | ||||||||||
| ILP<br> - 2024 | 11.90<br> (3^rd^ year) | 0.77% | 37.32% | 11.28% | 23<br> months | ||||||||||
| 11.81<br> (4^th^ year) | 36.94% | 11.54% | 35<br> months | ||||||||||||
| 11.72<br> (5^th^ year) | 38.27% | 11.68% | 47<br> months | ||||||||||||
| ILP<br> - 2025 | 6.98<br> (3^rd^ year) | 2.57% | 41.69% | 14.71% | 33<br> months | ||||||||||
| 6.80<br> (4^th^ year) | 39.51% | 14.73% | 45<br> months | ||||||||||||
| 6.63<br> (5^th^ year) | 39.50% | 14.81% | 57<br> months | ||||||||||||
| Shares<br><br> (in thousands) | Weighted<br> average of the remaining contract term | ||||||||||||||
| --- | --- | --- | --- | --- | --- | ||||||||||
| As of<br> December 31, 2024 | 1,095 | 3.19 | |||||||||||||
| Granted<br> during the period | 5,959 | ||||||||||||||
| Cancelled<br> during the period | (454) | ||||||||||||||
| Outstanding<br> at end of the period | 6,600 | 3.01 | |||||||||||||
| Total<br> to be exercised as of June 30, 2025 | 6,600 | 3.01 | |||||||||||||
| As of June<br> 30, 2025, the amount recognized in the statement of operations for the period was R7 (R391 thousand as of June 30, 2024) and the<br> fair value of the total of this plan in this date was R76, including charges. | |||||||||||||||
| 20 | NET OPERATING<br> REVENUE | ||||||||||||||
| 6/30/2025 | 6/30/2024 | ||||||||||||||
| 41,025 | 38,161 | ||||||||||||||
| 145 | 134 | ||||||||||||||
| 41,170 | 38,295 | ||||||||||||||
| (100) | (81) | ||||||||||||||
| (3,516) | (3,121) | ||||||||||||||
| (3,616) | (3,202) | ||||||||||||||
| 37,554 | 35,093 | ||||||||||||||
| 21 | EXPENSES<br> BY NATURE | ||||||||||||||
| 6/30/2025 | 6/30/2024 | ||||||||||||||
| Inventory<br> cost | (30,603) | (28,818) | |||||||||||||
| Personnel<br> expenses | (2,435) | (2,154) | |||||||||||||
| Outsourced<br> services | (234) | (196) | |||||||||||||
| Selling<br> expenses | (558) | (553) | |||||||||||||
| Functional<br> expenses | (713) | (670) | |||||||||||||
| Other<br> expenses | (294) | (271) | |||||||||||||
| (34,837) | (32,662) | ||||||||||||||
| Cost<br> of sales | (31,309) | (29,343) | |||||||||||||
| Selling<br> expenses | (3,048) | (2,920) | |||||||||||||
| General<br> and administrative expenses | (480) | (399) | |||||||||||||
| (34,837) | (32,662) | ||||||||||||||
| 22 | OTHER<br> OPERATING EXPENSES, NET | ||||||||||||||
| 6/30/2025 | 6/30/2024 | ||||||||||||||
| Result<br> with property, plant and equipment and leases | (8) | (9) | |||||||||||||
| Revenues<br> related to legal proceedings | 1 | 1 | |||||||||||||
| Others | (1) | - | |||||||||||||
| (8) | (8) | ||||||||||||||
| 23 | NET FINANCIAL<br> RESULT | ||||||||||||||
| 6/30/2025 | 6/30/2024 | ||||||||||||||
| 106 | 35 | ||||||||||||||
| 63 | 29 | ||||||||||||||
| 25 | 28 | ||||||||||||||
| 7 | 5 | ||||||||||||||
| 201 | 97 | ||||||||||||||
| (1,188) | (921) | ||||||||||||||
| 23 | (91) | ||||||||||||||
| (92) | (65) | ||||||||||||||
| (6) | 6 | ||||||||||||||
| (553) | (501) | ||||||||||||||
| (15) | (4) | ||||||||||||||
| (1,831) | (1,576) | ||||||||||||||
| (1,630) | (1,479) |
All values are in US Dollars.
| 24 | EARNINGS<br> PER SHARE | ||
|---|---|---|---|
| The<br> Company calculates earnings per share by dividing the net income for the period, relating to each class of shares, by the total number<br> of common shares outstanding in the period. | |||
| The table<br> below presents the determination of the net income for the period available to holders of outstanding common shares to calculate<br> the basic earnings and diluted earnings per share in each year presented: | |||
| 6/30/2024 | |||
| Net<br> income allocated available to holders of common shares (a) | 183 | ||
| Weighted<br> average of number of shares, excluding treasury shares | 1,352 | ||
| Basic<br> denominator (million of shares) (b) | 1,352 | ||
| Weighted<br> average of stock option | 3 | ||
| Diluted<br> denominator (million of shares) (c) | 1,355 | ||
| Basic<br> earnings per million shares (R) (a ÷ b) | 0.135067 | ||
| Diluted<br> earnings per million shares (R) (a ÷ c) | 0.134722 | ||
| 25 | NON-CASH<br> TRANSACTIONS | ||
| The Company<br> had transactions that did not represent cash disbursements, and, therefore, these were not presented in the Statement of Cash Flows,<br> as follows: | |||
| Transactions | Note | ||
| Acquisition<br> of property, plant and equipment not yet paid | 11.3 | ||
| 26 | SUBSEQUENT<br> EVENTS | ||
| 26.1 | Borrowings<br> in domestic currency | ||
| On July<br> 10, 2025, the Company raised funds of R450 with a maturity date of 3 years, semiannual interest payments and principal repayment<br> at the end of the term, with interest indexed at CDI + 0.95% per year. The funds obtained from this issuance were exclusively allocated<br> for liability management, including the prepayment in full of the second issue of commercial paper notes, single series, which was<br> settled on July 11, 2025, in the amount of R550. |
All values are in US Dollars.
SIGNATURES
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.
Date: August 7, 2025
Sendas Distribuidora S.A.
By: /s/ Aymar Giglio Junior
Name: Aymar Giglio Junior
Title: Vice President of Finance
By: /s/ Gabrielle Helú
Name: Gabrielle Helú
Title: Investor Relations Officer
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.