PagSeguro Digital Ltd 20-F/A, filed Jun 4, 2026
PagSeguro Digital Ltd. (PAGS)
About this 20-F/A
PagSeguro Digital Ltd filed this 20-F/A on June 4, 2026, covering the fiscal year ended December 31, 2025.
As filed with the Securities and Exchange Commission on June 3, 2026
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM
(Amendment No. 1)
________________________________________________
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| OR |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended | |
| OR |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| OR |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
(Exact name of registrant as specified in its charter)
The
(Jurisdiction of incorporation or organization)
_______________________________________________
Conyers Trust Company (Cayman) Limited,
(Registered office address)
+
(Name, telephone, e-mail and/or facsimile
number and address of company contact person)
________________________________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading symbol | Name of each exchange on which registered |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
As of December 31, 2025 there were
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
R
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes R
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
R
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
R
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP | Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
EXPLANATORY NOTE
1
ITEM 15. CONTROLS AND PROCEDURES
15A. Disclosure Controls and Procedures
We have evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of December 31, 2025. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Our management, including our principal executive officer and chief financial and accounting officer and chief accounting officer, are responsible for establishing and maintaining our disclosure controls and procedures. These controls and procedures were designed to ensure that information relating to us required to be disclosed in the reports that we file under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We evaluated these disclosure controls and procedures under the supervision of our principal executive officer and chief financial officer and chief accounting officer as of December 31, 2025. Based on this evaluation, our principal executive officer and chief financial officer and chief accounting officer concluded that our disclosure controls and procedures were adequate and effective.
15B. Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and our chief financial and accounting officer and chief accounting officer, and effected by our board of directors, management and other employees, and is designed to provide reasonable assurance regarding the reliability of financial reporting and of the preparation of our consolidated financial statements for external purposes, in accordance with IFRS, as issued by the IASB.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with our policies or procedures may deteriorate.
Our management has assessed the effectiveness of internal control over financial reporting as of December 31, 2025, based on the criteria established in Internal Controls—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission – COSO. Based on this assessment and criteria, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers Auditores Independentes Ltda., an independent registered public accounting firm, as stated in their report included elsewhere in this annual report.
15C. Attestation Report of the Registered Public Accounting Firm
PricewaterhouseCoopers Auditores Independentes Ltda., the independent registered public accounting firm that has audited our consolidated financial statements, has issued a report on the effectiveness of our internal control over financial reporting as of December 31, 2025. This report appears on page F-3 of this annual report.
15D. Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
2
ITEM 18. FINANCIAL STATEMENTS
See our audited consolidated financial statements beginning on Page F-2 of this Amendment No. 1.
3
ITEM 19. Exhibits
Exhibit Number |
| Description |
| ||
| ||
| ||
| ||
| Consent of PricewaterhouseCoopers Auditores Independentes Ltda. |
4
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Amendment No. 1 on its behalf.
PagSeguro Digital Ltd.
By: /s/ Gustavo Bahia Gama Sechin
Name: Gustavo Bahia Gama Sechin
Title: Chief Financial Officer and Chief Accounting Officer
Dated: June 3, 2026
5
Management's Report on Internal Control over Financial Reporting
The management of Pagseguro Digital Ltd. and subsidiaries (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.
The Company's internal control over financial reporting is a process under the supervision of the chief executive officer and chief financial officer and effected by the Company's Statutory Audit Committee, the Company's Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with and in compliance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Company's internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with and in compliance with IFRS as issued by the IASB and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2025, is based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, management has concluded that, as of December 31, 2025 the Company's internal control over financial reporting is effective.
São Paulo
March 02, 2026.
/s/ Carlos Mauad |
| /s/ Gustavo Sechin |
Carlos Mauad |
| Gustavo Sechin |
Chief Executive Officer |
| Chief Financial Officer |
F-1
PagSeguro Digital Ltd
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of PagSeguro Digital Ltd.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of PagSeguro Digital Ltd. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
F-2
PagSeguro Digital Ltd
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue recognition
As described in Note 2.18 to the consolidated financial statements, revenue comprises mainly fees charged for the electronic intermediation of the purchases made through the Company's electronic platform, and financial income mostly related to early payments made to merchants. Revenues from the intermediation transactions are recognized when the purchase transaction is approved by the financial institutions (card issuers) and the Company's performance obligation related to the electronic validation of the transaction is completed, while financial income is recognized when the payment to the merchant is anticipated. The Company recorded during the year ended December 31, 2025 as "revenue from transaction activities and other services", substantially related to electronic intermediation fees, and "financial income", mostly related to early payments to merchants, in the gross amounts of R$ 9,419,128 thousand and R$ 11,888,127 thousand, respectively, as described in Note 26 to the consolidated financial statements.
The principal considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter are (i) the complex information technology environment used to process a high volume of transactions with individually low amounts, resulting in a significant volume of data being extracted from the systems of the Company which needs to be reconciled with general ledger before being used for the audit procedures purpose and (ii) effort in performing audit procedures and in evaluating audit evidence considering the high volume and nature of data.
Our approach to addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included understanding and testing the effectiveness of controls relating to revenue recognition process. The procedures also included, among others, (1) reconciliation of the data extracted from the systems with the general ledger, (2) performing audit procedures over the information technology general controls of the Company's systems, (3) test the mathematical accuracy of the revenue recognized as a percentage of the transactions selected, also testing if the percentages applied for these transactions were in accordance with the applicable agreements, (4) performing, on a sample basis, cash collection inspection for the transactions selected and (5) evaluating the sufficiency of the Company's disclosures.
F-3
PagSeguro Digital Ltd
Measurement of expected credit losses for loans and credit card receivables
As described in Notes 2.7, 3.2 and 10 to the consolidated financial statements, management measures the expected credit losses at the probability-weighted estimate of credit losses, which involves management's judgment, as set forth in IFRS 9 - "Financial Instruments". As of December 31, 2025, the expected credit losses on (i) loans and (ii) credit card receivables were R$ 143,314 thousand and R$ 136,805 thousand, respectively. The balance of (i) loans and (ii) credit card receivables as of December 31, 2025 was R$ 387,036 thousand and R$ 908,892 thousand, respectively. Management calculates Expected Credit Losses (ECL) using collective models, Probability of Default (PD), Loss Given Default (LGD) and Exposure at Default (EAD). The ECL measurement is based on management's estimate of present value expected to be received, which uses assumptions as the historical loss experience, credit quality and guarantees, economic factors and estimated future cash flows. In this assessment, management has considered forward-looking information, changes in macroeconomic scenarios, impacting the calculation model for provisioning expected credit losses.
The principal considerations for our determination that performing procedures relating to the measurement of expected credit losses is a critical audit matter are (i) there was significant judgment used by management in determining the expected credit losses, considering the severity of past due loans and credit card receivables during the current year and also the significant assumptions used in determining the PD, EAD and LGD, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and in evaluating audit evidence obtained relating to these significant assumptions; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating those significant assumptions.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included understanding and testing the effectiveness of controls relating to management's measurement of expected credit losses, which included controls over the assumptions used. These procedures also included, among others: (i) the involvement of professionals with specialized skill and knowledge to assist in testing management's process for determining the expected credit losses, including evaluating the appropriateness of the methodology and models, testing the accuracy and completeness of data used, and evaluating the reasonableness of significant assumptions; (ii) the analysis of management's accounting policies in comparison with IFRS 9 - Financial Instruments; and (iii) evaluating the sufficiency of the Company's disclosures.
/s/ PricewaterhouseCoopers Auditores Independentes Ltda.
São Paulo, Brazil
March 2, 2026
We have served as the Company's auditor since 2020.
F-4
PagSeguro Digital Ltd. |
|
Consolidated financial statements
As of December 31, 2025
Contents
| |
|
|
F-6 | |
F-8 | |
F-9 | |
F-10 | |
F-11 | |
F-12 |
F-5
|
(All amounts in thousands of reais) |
| Note |
| December 31, 2025 |
| December 31, 2024 |
Assets |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents | 6 |
| 1,857,507 |
| 927,668 |
Financial investments | 7 |
| 590,014 |
| 487,924 |
Compulsory reserve | 8 |
| 4,271,581 |
| 4,761,404 |
Accounts receivable | 9 |
| 55,563,067 |
| 56,167,315 |
Credit portfolio | 10 |
| 2,039,215 |
| 1,461,223 |
Receivables from related parties | 12 |
| 10,102 |
| 9,082 |
Derivative financial instruments | 30 |
| 4,924 |
| 58,470 |
Inventories |
|
| - |
| 1,642 |
Recoverable taxes | 11 |
| 366,105 |
| 551,722 |
Other receivables |
|
| 230,538 |
| 194,465 |
Total current assets |
|
| 64,933,053 |
| 64,620,915 |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable | 9 |
| 498,357 |
| 483,165 |
Credit portfolio | 10 |
| 2,167,152 |
| 1,691,570 |
Receivables from related parties | 12 |
| 15,800 |
| 22,767 |
Recoverable taxes | 11 |
| 745,555 |
| 318,197 |
Judicial deposits |
|
| 116,220 |
| 79,591 |
Deferred income tax and social contribution | 23 |
| 86,979 |
| 95,872 |
Other receivables |
|
| 134,927 |
| 89,902 |
Property and equipment | 13 |
| 2,539,077 |
| 2,572,336 |
Intangible assets | 14 |
| 3,172,403 |
| 2,926,302 |
Total non-current assets |
|
| 9,476,470 |
| 8,279,702 |
|
|
|
|
|
|
Total assets |
|
| 74,409,523 |
| 72,900,617 |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
PagSeguro Digital Ltd. |
|
| |
Consolidated balance sheet | |
(All amounts in thousands of reais) | |
| Note |
| December 31, 2025 |
| December 31, 2024 |
Liabilities and equity |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Payables to third parties | 15 |
| 10,837,816 |
| 11,557,648 |
Checking accounts | 17 |
| 12,243,699 |
| 12,030,573 |
Obligations to FIDC quota holders | 16 |
| 1,171,463 |
| 134,375 |
Banking issuances | 18 |
| 18,947,864 |
| 12,677,098 |
Borrowings | 22 |
| 2,436,846 |
| 4,521,503 |
Derivative financial instruments | 30 |
| 123,951 |
| 69,969 |
Trade payables |
|
| 606,743 |
| 663,229 |
Dividends payables | 24 |
| 184,686 |
| - |
Payables to related parties | 12 |
| 321,282 |
| 116,383 |
Salaries and social security charges | 19 |
| 383,530 |
| 402,643 |
Taxes and contributions | 20 |
| 297,952 |
| 280,762 |
Provision for contingencies | 21 |
| 87,291 |
| 43,820 |
Deferred revenue | 2.18 |
| 97,727 |
| 128,849 |
Other liabilities |
|
| 42,202 |
| 117,630 |
Total current liabilities |
|
| 47,783,052 |
| 42,744,482 |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Payables to third parties | 15 |
| 55,931 |
| 84,570 |
Obligations to FIDC quota holders | 16 |
| - |
| 1,017,009 |
Banking issuances | 18 |
| 9,480,130 |
| 11,412,136 |
Payables to related parties | 12 |
| 459,116 |
| 1,014,863 |
Deferred income tax and social contribution | 23 |
| 1,793,638 |
| 1,790,362 |
Provision for contingencies | 21 |
| 121,342 |
| 71,140 |
Deferred revenue | 2.18 |
| 12,253 |
| 16,579 |
Other liabilities |
|
| 64,491 |
| 81,104 |
Total non-current liabilities |
|
| 11,986,901 |
| 15,487,763 |
|
|
|
|
|
|
Total liabilities |
|
| 59,769,953 |
| 58,232,245 |
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital | 24 |
| 26 |
| 26 |
Treasury shares | 24 |
| (1,329,377) |
| (1,367,677) |
Capital reserve | 24 |
| 4,875,111 |
| 6,133,863 |
Retained earnings | 24 |
| 11,324,060 |
| 10,007,444 |
Equity valuation adjustments | 24 |
| (22,372) |
| (22,372) |
Other comprehensive income | 24 |
| (207,878) |
| (82,912) |
Total equity |
|
| 14,639,570 |
| 14,668,372 |
|
|
|
|
|
|
Total liabilities and equity |
|
| 74,409,523 |
| 72,900,617 |
The accompanying notes are an integral part of these consolidated financial statements.
F-7
PagSeguro Digital Ltd. |
|
| |
(All amounts in thousands of reais unless otherwise stated) | |
|
|
| For the year ended December 31, | ||
| Note |
| 2025 | 2024 | 2023 |
|
|
|
|
|
|
Revenue from transaction activities and other services | 26 |
| 8,158,654 | 9,183,282 | 9,027,242 |
Financial income | 26 |
| 11,584,606 | 9,150,427 | 6,653,046 |
Other financial income | 26 |
| 667,252 | 475,923 | 268,113 |
Total revenue and income |
|
| 20,410,512 | 18,809,632 | 15,948,401 |
|
|
|
|
|
|
Cost of services | 27 |
| (9,696,094) | (9,543,315) | (8,132,580) |
Selling expenses | 27 |
| (1,644,852) | (1,749,310) | (1,320,508) |
Credit loss allowance expenses | 27 |
| (129,293) | (110,280) | (109,308) |
Administrative expenses | 27 |
| (860,966) | (972,251) | (732,689) |
Financial costs | 27 |
| (5,228,792) | (3,746,688) | (3,269,556) |
Other income (expenses), net | 27 |
| (301,091) | (307,859) | (366,653) |
Profit before income taxes |
|
| 2,549,424 | 2,379,929 | 2,017,107 |
|
|
|
|
|
|
Current income tax and social contribution | 23 |
| (354,272) | (261,211) | (101,846) |
Deferred income tax and social contribution | 23 |
| (76,790) | (2,350) | (261,577) |
Income tax and social contribution |
|
| (431,062) | (263,561) | (363,423) |
|
|
|
|
|
|
Net income for the year |
|
| 2,118,362 | 2,116,368 | 1,653,684 |
|
|
|
|
|
|
Basic earnings per common share - R$ | 25 |
| 7.1761 | 6.6953 | 5.1387 |
Diluted earnings per common share - R$ | 25 |
| 7.1118 | 6.6238 | 5.1047 |
The accompanying notes are an integral part of these consolidated financial statements.
F-8
PagSeguro Digital Ltd. |
|
| |
(All amounts in thousands of reais unless otherwise stated) | |
|
|
| For the year ended December 31, | ||
|
|
| 2025 | 2024 | 2023 |
Net income for the year |
|
| 2,118,362 | 2,116,368 | 1,653,684 |
Other comprehensive income that may be reclassified to the statement of income in subsequent periods |
|
|
|
|
|
Currency translation adjustment | 24 |
| 117 | 767 | 56 |
Loss on financial assets designated at fair value through OCI | 24 |
| (182,567) | (129,503) | (845) |
Gain (loss) on cash flow hedge through OCI | 24 |
| (6,952) | 3,434 | 253 |
Income tax and social contribution |
|
| 64,436 | 42,863 | 201 |
Comprehensive income for the year |
|
| 1,993,396 | 2,033,929 | 1,653,349 |
The accompanying notes are an integral part of these consolidated financial statements.
F-9
PagSeguro Digital Ltd. |
|
| |
(All amounts in thousands of reais) | |
|
|
|
| Capital reserve | Profit reserve |
|
|
| |
| Note | Share capital | Treasury shares | Capital reserve | Share-based long-term incentive plan (LTIP) | Retained earnings | Equity valuation adjustments | Other comprehensive income | Total equity |
|
|
|
|
|
|
|
|
|
|
On December 31, 2022 |
| 26 | (475,353) | 5,828,754 | 273,818 | 6,237,392 | (22,372) | (138) | 11,842,126 |
|
|
|
|
|
|
|
|
|
|
Net income for the year |
| - | - | - | - | 1,653,683 | - | - | 1,653,683 |
Currency translation adjustment |
| - | - | - | - | - | - | 56 | 56 |
Loss on financial assets through OCI |
| - | - | - | - | - | - | (558) | (558) |
Gain on cash flow hedge through OCI |
| - | - | - | - | - | - | 167 | 167 |
Share based long term incentive plan (LTIP) |
| - | - | - | 144,617 | - | - | - | 144,617 |
Acquisition of treasury shares |
| - | (399,408) | - | - | - | - | - | (399,408) |
(LTIP) of treasury shares |
| - | 114,444 | - | (114,444) | - | - | - | - |
On December 31, 2023 |
| 26 | (760,317) | 5,828,754 | 303,991 | 7,891,076 | (22,372) | (473) | 13,240,685 |
|
|
|
|
|
|
|
|
|
|
Net income for the year | 24 | - | - | - | - | 2,116,368 | - | - | 2,116,368 |
Currency translation adjustment | 24 | - | - | - | - | - | - | 767 | 767 |
Loss on financial assets through OCI | 24 | - | - | - | - | - | - | (85,472) | (85,472) |
Gain on cash flow hedge through OCI | 24 | - | - | - | - | - | - | 2,266 | 2,266 |
Capital reserve | 24 | - | - | (475) | - | - | - | - | (475) |
Share based long term incentive plan (LTIP) | 24 | - | - | - | 178,692 | - | - | - | 178,692 |
Acquisition of treasury shares | 24 | - | (784,459) | - | - | - | - | - | (784,459) |
(LTIP) of treasury shares | 24 | - | 177,099 | - | (177,099) | - | - | - | - |
On December 31, 2024 |
| 26 | (1,367,677) | 5,828,279 | 305,584 | 10,007,444 | (22,372) | (82,913) | 14,668,372 |
|
|
|
|
|
|
|
|
|
|
Net income for the year | 24 | - | - | - | - | 2,118,362 | - | - | 2,118,362 |
Currency translation adjustment | 24 | - | - | - | - | - | - | 117 | 117 |
Loss on financial assets through OCI | 24 | - | - | - | - | - | - | (120,494) | (120,494) |
Loss on cash flow hedge through OCI | 24 | - | - | - | - | - | - | (4,588) | (4,588) |
Capital reserve | 24 | - | - | (2,368) | - | - | - | - | (2,368) |
Dividends distributed | 24 | - | - | - | - | (801,746) | - | - | (801,746) |
Share based long term incentive plan (LTIP) | 24 | - | - | - | 112,098 | - | - | - | 112,098 |
Acquisition of treasury shares | 24 | - | (1,330,183) | - | - | - | - | - | (1,330,183) |
Share cancellation | 24 | - | 1,208,680 | (1,208,680) | - | - | - | - | - |
(LTIP) of treasury shares | 24 | - | 159,803 | - | (159,803) | - | - | - | - |
On December 31, 2025 |
| 26 | (1,329,377) | 4,617,231 | 257,879 | 11,324,060 | (22,372) | (207,878) | 14,639,570 |
The accompanying notes are an integral part of these consolidated financial statements.
F-10
PagSeguro Digital Ltd. |
|
| |
(All amounts in thousands of reais) | |
|
|
| For the year ended December 31, | ||
| Note |
| 2025 | 2024 | 2023 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
Profit before income taxes |
|
| 2,549,424 | 2,379,929 | 2,017,107 |
Expenses (revenues) not affecting cash: |
|
|
|
|
|
Depreciation and amortization | 27 |
| 1,807,514 | 1,600,932 | 1,355,653 |
Chargeback | 27 |
| 251,645 | 345,799 | 426,740 |
Credit loss allowance expenses | 27 |
| 129,293 | 110,280 | 109,308 |
Accrual of provision for contingencies, net |
|
| 141,660 | 45,707 | 59,197 |
Share based long term incentive plan (LTIP) | 24 |
| 112,098 | 178,692 | 144,617 |
Loss on disposal of property, equipment, intangible, inventories and investment assets | 13/14 |
| 182,679 | 207,506 | 295,989 |
Loss (gain) on non-realized derivative financial instruments, net |
|
| (20,551) | 52,802 | 1,025 |
Interest income and expense accrued, net |
|
| 2,158,902 | 1,072,588 | 585,868 |
Other (income) cost, net |
|
| (942) | 1,234 | (1,750) |
Changes in operating assets and liabilities |
|
|
|
|
|
Accounts receivable |
|
| (5,054,564) | (20,099,278) | (10,213,932) |
Credit portfolio |
|
| (1,159,745) | (1,319,719) | (317,563) |
Compulsory reserves |
|
| 1,056,353 | (1,947,170) | (1,274,173) |
Inventories |
|
| - | 5,225 | (20,256) |
Recoverable taxes |
|
| (81,161) | (167,291) | (59,927) |
Other receivables |
|
| (112,242) | (101,614) | (9,850) |
Deferred revenue |
|
| (35,449) | (756) | 2,123 |
Other liabilities |
|
| (77,858) | 58,356 | 8,352 |
Payables to third parties |
|
| (711,175) | 1,488,877 | 962,405 |
Checking accounts |
|
| (630,604) | 343,095 | 2,468,088 |
Obligations to FIDC quota holders |
|
| (50,608) | 1,000,000 | - |
Trade payables |
|
| (53,904) | 148,601 | 63,498 |
Receivables from (payables to) related parties |
|
| (344,901) | 583,486 | (191,812) |
Banking issuances |
|
| 4,561,834 | 9,017,299 | 4,945,183 |
Salaries and social security charges |
|
| (19,113) | 57,396 | 51,457 |
Taxes and contributions |
|
| (165,610) | (95,394) | 127,276 |
Provision for contingencies | 21 |
| (54,775) | (35,291) | (28,652) |
|
|
| 4,378,200 | (5,068,709) | 1,505,971 |
Income tax and social contribution paid |
|
| (187,905) | (157,340) | (82,633) |
Interest income received (paid), net |
|
| 3,372,134 | 1,809,756 | 2,576,415 |
|
|
|
|
|
|
NET CASH PROVIDED (USED IN) BY OPERATING ACTIVITIES |
|
| 7,562,429 | (3,416,293) | 3,999,753 |
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
Amount paid on acquisitions, net of cash acquired |
|
| - | - | (31,313) |
Purchases of property and equipment | 13 |
| (1,040,040) | (1,131,878) | (951,558) |
Purchases and development of intangible assets | 14 |
| (1,236,820) | (1,188,763) | (1,036,806) |
Redemption (acquisition) of financial investments |
|
| (22,936) | 490,552 | (684,120) |
|
|
|
|
|
|
NET CASH USED IN INVESTING ACTIVITIES |
|
| (2,299,796) | (1,830,089) | (2,703,797) |
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
Additions from borrowings | 22 |
| 6,198,654 | 8,883,160 | 300,000 |
Payment of borrowings | 22 |
| (8,504,049) | (4,785,598) | (109,613) |
Acquisition of treasury shares | 24 |
| (1,330,183) | (784,459) | (399,408) |
Payment of leases | 13 |
| (19,621) | (18,590) | (16,972) |
Derivative financial instruments, net |
|
| (60,542) | (19,523) | - |
Distribution of dividends | 24 |
| (617,055) | - | - |
|
|
|
|
|
|
NET CASH PROVIDED (USED IN) BY FINANCING ACTIVITIES |
|
| (4,332,796) | 3,274,990 | (225,993) |
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
| 929,840 | (1,971,392) | 1,069,963 |
Cash and cash equivalents at the beginning of the year | 6 |
| 927,668 | 2,899,060 | 1,829,097 |
Cash and cash equivalents at the end of the year | 6 |
| 1,857,507 | 927,668 | 2,899,060 |
The accompanying notes are an integral part of these consolidated financial statements.
F-11
PagSeguro Digital Ltd. |
|
| |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
1. General information
|
PagSeguro Digital Ltd. (“PagSeguro Digital” or the “Company”) is a holding company with its principal executive office located in Cayman Islands and was incorporated on July 19, 2017. The Company is a subsidiary of Universo Online S.A. (“UOL”), together with its subsidiaries, is referred to as the “PagSeguro Group”, “Pagbank or the “Group”. A total of 99.99% of the shares of PagSeguro Internet Instituição de Pagamento S.A. (“PagSeguro Brazil”) were contributed to PagSeguro Group in 2006.
PagSeguro Brazil is a privately held corporation established on December 20, 2006, and engages in providing financial technology solutions and services and corresponding related activities, focused principally on micro-merchants and small and medium-sized businesses (“SMBs”).
In June 2024, PagSeguro Digital acquired 5% of Fundo de Investimento em Direitos Creditórios – PagSeguro (“FIDC”) shares from its subsidiary PagSeguro Brazil, which together with the 15% of FIDC shares previously acquired resulted in PagSeguro Digital owning 20% of the share capital of the fund.
On June 28, 2024, PagSeguro Group constituted an investment fund as a subsidiary of PagSeguro Brazil called Fundo de Investimento em Direitos Creditórios – Pagbank Multiadquirencia (“FIDM”). The objective of this fund is to anticipate third-party assignments in accordance with market operations.
In January and February, 2025, the subsidiaries Yamí and Zygo were incorporated by Pag Participações Ltda. (“Pag Participações”).
In April, 2025, PagSeguro Group constituted a new company as a subsidiary of PagSeguro Holding Ltd. (“PSHC”) called PSGP México Aggregator S. de R.L. de C.V (“PBMX México”) which is still pre-operational.
The subsidiaries of PagSeguro Digital are PagSeg Participações Ltda. (“PagSeg”), BS Holding Financeira Ltda (“BS Holding”), Pag Participações and PSHC. The PagSeguro Group subsidiaries are as follows:
● BS Holding subsidiaries are PagSeguro Brazil, BancoSeguro S.A. (“BancoSeguro”) and PagInvest CTVM Ltda. (“PagInvest”).
● PagSeguro Brazil subsidiaries are PagSeguro Biva Securitizadora de Créditos Financeiras S.A. (“Biva Sec”), FIDC, Wirecard Brazil Ltda. (“MOIP), Concil Inteligência em Conciliação S.A. (“Concil”), NETPOS Serviços de Informática LTDA (“NetPos”) and FIDM.
● PagSeg subsidiaries are Net+Phone Telecomunicações Ltda. (“Net+Phone”), PagSeguro Tecnologia Ltda. (“PagSeguro Tecnologia”), BCPS Online Services Lda. (“BCPS”), CDS Serviços Financeiros Ltda, (“CDS”), PagSeguro Biva Serviços Financeiros Ltda. (“Biva Serviços”) and PagBank Participações Ltda. (“Pag Participações”).
● Pag Participações subsidiary is Tilix Digital Ltda. (“TILIX”).
● PSHC subsidiaries are PagSeguro Chile SPA (“PagSeguro Chile), PagSeguro Colombia S.A.S (“PagSeguro Colombia), PSGP México S.A de C.V. (“PSGP Mexico”) and PagSeguro Peru S.A.C. (“PagSeguro Peru”) and PBMX México.
●
These consolidated financial statements include BS Holding, PagSeguro Brazil, PagSeg, Pag Participações, PSHC and corresponding subsidiaries.
F-12
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies
|
2.1. Basis of preparation of the consolidated financial information
These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and disclose all (and only) the applicable material information related to the financial statements, which is consistent with the information utilized by management in the performance of its duties. The consolidated financial statements are presented in thousands of Brazilian reais, unless otherwise indicated, which is the functional currency of PagSeguro Group.
The consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities measured at fair value.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying PagSeguro Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.
These consolidated financial statements as of December 31, 2025 and 2024 and for the three years ended December 31, 2025, were authorized for issuance by PagSeguro Digital's Board of Directors on February 26, 2026.
The accounting policies and critical accounting estimates and judgments adopted are consistent with those of the previous financial year and corresponding reporting period, except for the adoption of new and amended IFRS Accounting Standards as set out below.
PagSeguro Group consolidates all entities over which it has control. Control is achieved when PagSeguro Group is exposed or has rights to variable returns with its involvement with the investee and can affect those returns through its power over the investee's relevant activities.
Subsidiaries are all entities over which PagSeguro Digital has control. Subsidiaries are fully consolidated from the date PagSeguro Group obtains control of the subsidiary and ceases when PagSeguro Group loses control of the subsidiary. The subsidiaries included in the consolidation are described in Note 4.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
2.3. Foreign currencies
i) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Foreign exchange gains and losses resulting from the settlement of these transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.
F-13
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
ii) Group companies
On consolidation, the assets and liabilities of foreign operations are translated into Reais at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions.
The exchange differences arising on translation for consolidation are recognized in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss.
2.4. Cash and cash equivalents
Cash and cash equivalents are held for the purpose of meeting short-term cash needs and not for investment or any other purposes. PagSeguro Group classifies as cash equivalents a financial investment that can be immediately converted into a known amount of cash and is subject to immaterial risk of change in value. PagSeguro Group classifies financial instruments with original maturities of three months or less as cash equivalents.
2.5. Financial instruments - initial recognition and subsequent measurement
i) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition and subsequently measured at amortized cost, fair value through other comprehensive income ("OCI”), and fair value through profit or loss. The classification depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. The Group initially measures a financial asset at its fair value less, in the case of a financial asset not at fair value through profit or loss, transaction costs.
For a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flows that are solely payments of principal and interest ("SPPI") on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Group's business model for managing financial assets refers to how it manages its financial assets to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortized cost are held within a business model with the objective to hold financial assets to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the
objective of both holding to collect contractual cash flows and selling (such as the financial investment disclosed on Note 7).
Financial assets include cash and cash equivalents, financial investments, compulsory reserves, accounts receivables, credit portfolio, receivables from related parties, judicial deposits and other receivables.
F-14
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (Continued)
Subsequent measurement
The subsequent measurement of financial assets depends on their classification, which may be (i) financial assets at amortized cost; (ii) financial assets at fair value through profit or loss and (iii) financial assets at fair value through OCI.
Financial assets at amortized cost
Financial assets at amortized cost relating to debt instruments are subsequently measured using the effective interest method and are subject to impairment. Financial assets at amortized cost relating to equity instruments are measured at cost of acquisition. Gains and losses are recognized in profit or loss when the asset is derecognized, modified, or impaired.
The Group's financial assets at amortized cost include cash and cash equivalents, financial investments (financial letters), compulsory reserves, accounts receivables, credit portfolio, judicial deposits, receivables from related parties, and other receivables.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are presented at fair value in the balance sheet, with the corresponding gains or losses recognized in the statement of income. The Group’s financial assets at fair value through profit or loss include derivative financial instruments.
Financial assets at fair value through OCI
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognized in the statement of profit or loss and computed in the same manner as for financial assets measured at amortized cost. The remaining fair value changes are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is recycled to profit or loss.
The Group's debt instruments at fair value through OCI includes investments in Brazilian Treasury Bonds (“LFTs”) as disclosed in Note 7, 8 and Accounts Receivable in Note 9. The Group has identified certain receivables from Card Issuers and Acquirers which are managed separately. The Group assessed that the appropriate business model of some card issuers and acquirers originated after September of 2024 which is held by the Group as part of liquidity management is held to collect and sell and measured at fair value through other comprehensive income (FVOCI).
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. The Group does not hold any financial asset within this category.
Derecognition
A financial asset or, where applicable, a part of a financial asset or part of a group of similar financial assets, is derecognized when:
F-15
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (Continued)
The rights to receive cash flows from the asset expire; or
PagSeguro Group transfers its rights to receive cash flows from the asset or assumes an obligation to pay the received cash flows in full to a third party under a "pass-through" arrangement; and (a) transfers virtually all the risks and benefits of the asset, or (b) neither transfers nor retains virtually all the risks and benefits of the asset, but transfers control of the asset.
When PagSeguro Group has transferred its rights to receive cash flows from an asset and has not transferred or retained substantially all the risks and benefits of the asset, this asset is recognized to the extent of PagSeguro Group'’s continuing involvement in the asset. In such case, PagSeguro Group also recognizes an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that PagSeguro Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of the consideration that PagSeguro Group may be required to repay.
ii) Impairment of financial assets
PagSeguro Group assesses at the balance sheet date, if there is significantly increase on credit risk of financial instruments since initial recognition that a financial asset or a group of financial assets is impaired. The Group recognizes an allowance for expected credit losses ("ECLs") for all debt instruments at amortized cost. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognized in three stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
The Group applies a credit risk policy taking into consideration the possibility of default by: (a) the card issuers, which have the obligation of transferring to the credit and debit card labels the fees charged for the transactions carried out by their card holders, and/or (b) the acquirers, which are used by the PagSeguro Group to approve transactions with the issuers. To mitigate this risk, the PagSeguro Group has established a Credit and Liquidity Risk Committee, whose responsibility is to assess the level of risk of each of the card issuers served by PagSeguro Group, as discussed in Note 29.
For debt instruments at fair value through OCI, the Group applies at every reporting date, the Group evaluates whether the debt instrument is considered to have low credit risk using all reasonable and supportable information that is available without undue cost or effort. In making that evaluation, the Group reassesses the internal credit rating of the debt instrument. The Group's debt instruments at fair value through OCI comprise investments in Brazilian Treasury Bonds and Accounts receivable, considered to be low credit risk investments.
F-16
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (Continued)
iii) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified at initial recognition, as financial liabilities at fair value through profit or loss, or amortized cost. PagSeguro Group determines the classification of its financial liabilities at initial recognition.
Financial liabilities include payables to third parties, checking accounts, borrowings, dividends payables, obligations to FIDC quota holders, banking issuances, payables to related parties, trade payables and other payables.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification, which may be as follows:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include held-for-trading financial liabilities and financial liabilities designated at fair value through profit or loss at initial recognition. Financial liabilities and corresponding specific derivative entered with the objective of protecting against fair value exposure risk are also designated at cash flow hedge and fair value hedge.
Financial liabilities are classified as held-for-trading if acquired for sale in the short term. This category includes derivative financial instruments which do not meet the hedge accounting criteria defined by IFRS 9 - Financial Instruments.
Gains and losses on held-for-trading liabilities are recognized in the statement of income.
Financial liabilities at amortized cost
After initial recognition, interest-bearing borrowings are subsequently measured at amortized cost, using the effective interest rate method, and are recognized in the statement of income.
Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included in "Financial costs" in the statement of income.
Derecognition
A financial liability is derecognized when the obligation is discharged, canceled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and recognition of a new liability, and the difference in the respective carrying amounts is recognized in the statement of income.
F-17
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (Continued)
iv) Financial instruments - offsetting
Financial assets and liabilities are presented net in the balance sheet if, and only if, there is an existing and enforceable legal right to offset the amounts recognized and an intention to offset or to realize the asset and settle the liability simultaneously.
v) Fair value of financial instruments
The fair value of financial instruments actively traded in organized markets is determined based on quoted market prices at the balance sheet date, without a deduction of transaction costs.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These techniques include the use of recent arm's length transactions, reference to other similar instruments, discounted cash flow analysis or other valuation methods.
vi) Current versus non-current classification
The PagSeguro Group presents financial assets and liabilities in the balance sheet based on current and non-current classification. An asset is current when it is: (i) expected to be realized or intended to be sold or consumed in the normal operating cycle; (ii) held primarily for the purpose of trading; (iii) expected to be realized within twelve months after the reporting period; or (iv) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.
A liability is current when: (i) it is expected to be settled in the normal operating cycle; (ii) it is held primarily for the purpose of trading; (iii) it is due to be settled within twelve months after the reporting period; or (iv) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
vii) Derivative Financial Instruments
Derivatives are initially recognized at fair value on the date a derivative contract is entered, and they are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedge accounting and, if so, the nature of the item being hedged. The Group applies hedge accounting and designates certain derivatives as:
Fair value hedge of recognized assets or liabilities or of a firm commitment (fair value hedge);
Hedge of a specific risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge); or
The fair values of the various derivative instruments used for hedging purposes are disclosed in Note 30.
F-18
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
(a) Fair value hedge
Changes in the fair value of derivatives designated and qualifying as fair value hedges are recognized in the statement of profit or loss, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The Group applies fair value hedge accounting solely to hedge the fixed interest rate risk of payroll loans from credit portfolio and banking issuances.
Gains or losses related to the effective portion of interest rate swaps hedging fixed-rate payroll loans and banking issuances are recognized in the statement of profit or loss as “financial costs.” Gains or losses related to the ineffective portion are recognized in the statement of profit or loss as “financial costs”. Changes in the fair value of hedged fixed-rate payroll loans and banking issuances attributable to interest rate risk are recognized in the statement of profit or loss as “financial costs.”
If a hedge no longer meets the hedge accounting criteria, the adjustment to the carrying amount of a hedged item for which the effective interest rate method is applied is amortized to profit or loss over the period until maturity.
(b) Cash flow hedge
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recognized in equity under “Equity valuation adjustments.” Gains or losses related to the ineffective portion are immediately recognized in the statement of profit or loss as “financial costs”.
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recognized in the cash flow hedge reserve within equity. Gains or losses related to the ineffective portion are immediately recognized in profit or loss within “financial costs”.
When forward contracts are used to hedge forecast transactions, the Group generally designates only the change in the fair value of the forward contract related to the spot component as the hedging instrument. Gains or losses related to the effective portion of changes in the spot component of forward contracts are recognized in equity as a cash flow hedge reserve. The change in the forward component of the contract related to the hedged item is recognized in equity, in other comprehensive income, as costs of the hedge reserve. In certain cases, the Group may designate the entire change in the fair value of the forward contract (including forward points) as the hedging instrument. In such cases, gains or losses related to the effective portion of changes in the fair value of the entire forward contract are recognized in equity as a cash flow hedge reserve.
Amounts accumulated in equity are reclassified in the periods in which the hedged item affects profit or loss, as follows.
When the hedged item results in the recognition of a non-financial asset (for example, property and equipment), the deferred hedge gains and losses and the deferred time value of forward points, if any, are included in the initial cost of the asset. The deferred amounts are ultimately recognized in profit or loss when the hedged item affects profit or losses (for example, through cost of sales).
F-19
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
Gains or losses related to the effective portion of interest rate swaps hedging variable-rate borrowings are recognized in the statement of profit or loss as finance expenses at the same time as interest expenses on the hedged borrowings.
When a hedging instrument expires, is sold, or is terminated, or when a hedge no longer meets the hedge accounting criteria, any cumulative deferred gain or loss and deferred hedge costs existing in equity at that time remain in equity until the forecast transaction occurs, resulting in the recognition of a non-financial asset, such as property and equipment. When it is no longer expected that a forecast transaction will occur, the cumulative gain or loss and deferred hedge costs previously recognized in equity are immediately reclassified to profit or loss.
(c) Hedge ineffectiveness
Hedge ineffectiveness is determined at the inception of the hedging relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and the hedging instrument.
In the case of hedges of foreign currency purchases, the Group enters into hedging transactions when the critical terms of the hedging instrument exactly match the critical terms of the hedged item.
Accordingly, the Group performs a qualitative effectiveness assessment. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer exactly match those of the hedging instrument, the Group applies the hypothetical derivative method to assess effectiveness.
In hedges of foreign currency purchases, ineffectiveness may arise if the timing of the forecast transaction changes relative to the originally estimated period, or if there are changes in credit risk or in the derivative counterparty.
The Group enters into interest rate swaps with critical terms similar to those of the hedged item, such as reference rate, reset dates, payment dates, maturities and notional amounts. The Group does not hedge 100% of its borrowings and, therefore, the hedged item is identified as a proportion of the outstanding borrowings up to the notional amount of the swaps. As all critical terms matched throughout the year, the economic relationship was 100% effective.
Hedge ineffectiveness of interest rate swaps is assessed using the same principles applied to hedges of foreign currency purchases. It may arise due to:
credit value adjustment / debit value adjustment on interest rate swaps that is not matched by the borrowing; and
differences in critical terms between the interest rate swaps and the borrowings.
(d) Derivatives measured at fair value through profit or loss
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any such derivative instruments are recognized immediately in the statement of profit or loss as “financial costs”.
F-20
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
Accounts receivables include mainly the receivables from credit/debit card issuers and acquirers originated from transactions through PagSeguro Group payment platform. If the term is equivalent to one year or less, accounts receivables is classified as current assets, if not, as non-current assets.
For debit and credit cards receivables from the clients, since they are comprised of transactions approved by large financial institutions that have a low overall risk level based on ratings received from major credit rating agencies, the PagSeguro Group assess its expected credit risk as low. This assessment is constantly updated considering other external factors, such as credit ratings assigned by FITCH, S&P and Moody's.
PagSeguro Group incurs financial expenses when an election to receive early payment of accounts receivables from financial institutions is made. This financial expense is recognized at the time the financial institution agrees to liquidate the accounts receivable due in installments on a prepaid basis, and it is recorded as Financial costs in the statement of income.
2.7. Credit portfolio
Credit portfolio include loans, credit card receivables, payroll loans and other credit operations originated in the PagSeguro Group digital platform.
For the credit portfolio, the methodology for determining the allowance for impairment loss is periodically reviewed, and calculated based on the multiplication of the following factors:
Probability of Default (PD): probability of the counterparty not meeting its contractual payment obligations;
Exposure at Default (EAD): amount exposed to credit risk at default; and
Loss Given Default (LGD): percentage of the exposure that is not expected to be recovered in the event of default.
Pagseguro Group uses a credit risk rating model that assesses the risk of insolvency and default of counterparties, the methodologies and rules of which are defined in internal rules and policies. The main purpose of this credit risk rating model is to rate the likelihood of a customer to default, called Probability of Default (PD), by using objective factors that combine the economic and financial information on the customer and its economic group with the accessory guarantees offered for the operations: significant financial difficulty of the issuer or debtor; high probability of bankruptcy or composition with creditors or financial reorganization; breach of contract, such as a default or arrears in interest or principal payments; debt renegotiation; and the disappearance of an active market.
The PD is set for each business segment established by PagSeguro, which segregation is mainly based on customer size, so that customers with similar behavior and PD are grouped.
F-21
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
The weighting of objective factors plus the analysis of the coverage percentage of accessory guarantees leads to the customer rating this allows the grouping of customers with similar credit risks and classification into one of the following stages:
Stage 1: comprises the credit portfolio that have not shown significant increase in credit risk since initial recognition, or that showed a low credit risk at the reporting date of the financial statement. It requires the recognition of an allowance related to the expected credit losses resulting from default events that are possible within 12 months after the reporting date (12-month expected credit losses).
Stage 2: comprises the credit portfolio that have shown significant increase in credit risk since initial recognition, but that did not show probability of the counterparty not meeting its contractual payment obligations. It requires the recognition of an allowance at the amount of the expected credit losses considering default events that are possible over the expected lifetime of the transaction.
Stage 3: comprises the credit portfolio that show probability of the counterparty not meeting its contractual payment obligations. It requires the recognition of an allowance at the amount of the expected credit losses considering default events that are possible over the expected lifetime of the transaction.
In addition to the above-described internal policies and rules, used for calculating the necessary allowance requirements, the recognition of the allowance for impairment also takes into consideration prospective information and scenarios established by Pagseguro, as follows: change in macroeconomic scenarios which impact in the calculation mode, such as, unemployment rate, Gross Domestic Product (GDP), score to credit cards, inflation rate, debt rate and score to loans. Macroeconomic scenarios also involve inherent risks, market uncertainties and other factors that may give rise to results different from those expected.
Finally, in addition to the methodology for calculating the allowance for impairment (EAD x PD x LGD), Pagseguro takes into consideration any other factor that may not be reached by such methodology, applying such factor to the individual transaction level. In this assessment, management has considered forward looking information and assumptions as the historical
loss experience, credit quality and guarantees, economic factors and estimated future cash flows, which could impact the calculation model for provisioning expected credit losses.
An asset or group of financial assets is impaired and impairment loss is incurred if: there is probability of the counterparty not meeting its contractual payment obligations as a result of one or more events that occurred after the initial recognition of the asset (a "loss event"); such loss event (or events) effectively impact the estimated future cash flows of the operation; and the loss can be reliably estimated.
If, in a subsequent period, the amount of the loss decreases and is objectively related to an event occurring after the loss recognition (such as an upgrade in the debtor'’s credit rating), the previously recognized loss is reversed by adjusting the allowance.
2.8. Inventories
Inventories consist of POS devices. Inventories are stated at historical cost. The Company used the average cost method to account for inventories' cost and corresponding provision for losses is recognized when the POS devices become obsolete.
F-22
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
2.9. Property and equipment
Property and equipment is stated at historical cost, net of accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditures that are directly attributable to the acquisition of the items and may also include finance costs related to the acquisition of qualifying assets.
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to PagSeguro Group and that such benefits can be reliably measured.
The carrying amount of replaced items or parts is derecognized. All other repairs and maintenance expenses are charged to the statement of income during the year in which they are incurred.
The asset’s residual values and useful lives are reviewed at the end of each reporting period, and adjusted on a prospective basis, if appropriate. Depreciation is calculated using the straight-line method, based on the estimated useful lives, as shown below:
2.5 to 5 years | |
Building leasings | 5 to 10 years |
Machinery and equipment | 5 to 10 years |
Other assets | 5 to 10 years |
During 2025, the Company reviewed the estimated useful lives of these assets and no significant change was identified.
An item of property and equipment is derecognized upon disposal or when future economic benefits are expected from its use or disposal. Any gain or loss on disposal (calculated as the difference between the net disposal proceeds with the carrying amount of the asset) is recognized within "Other (expenses) income, net" in the statement of income when an asset is derecognized.
An asset's carrying amount is immediately written down to its recoverable amount when the asset’s carrying amount is greater than its estimated recoverable amount. See note 2.11.
2.10. Intangible assets
Software licenses are recorded at historical cost. Software licenses are amortized on the straight-line basis over the estimated useful life of the software which is approximately five years.
Costs associated with maintaining computer software programs are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by PagSeguro Group are recognized as intangible assets.
Directly attributable costs relating to internal development of software are capitalized as part of the software product, which mainly includes costs incurred with employees and third-party contracted services.
Other development expenditures that do not meet the capitalization criteria are expensed as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period and are included in the income statement.
Capitalized computer software development costs are amortized over their estimated useful lives which are reviewed at the end of each reporting period, and adjusted on a prospective basis, if appropriate.
F-23
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
2.11. Impairment of non-financial assets
The PagSeguro Group assesses at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the PagSeguro Group estimates the asset's recoverable amount. An asset'’s recoverable amount is the higher of an asset's or CGU's fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are considered. If no such transactions can be identified, an appropriate valuation model is used.
The Group bases its impairment calculation on most recent budgets and forecast calculations. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to project future cash flows after the fifth year.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset's or CGU's recoverable amount. Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. Goodwill is impaired when the recoverable amount of the CGU is less than it is carrying amount, an impairment loss is recognized.
2.12. Payables to third parties
PagSeguro Group recognizes a liability from transactions of sales and services that will be settle according by merchant’s.
The payables to third parties from installment transactions are estimated based on the fair value, in accordance with the terms of these transactions.
2.13. Checking Accounts
Checking accounts refer to amounts due to merchants that use PagSeguro Brazil platform and balance from clients. PagSeguro Group recognizes a liability that will be made available to the merchant and clients on its PagSeguro account. The Group keep the amount in Certificate of Deposits and the difference between initial and final amount is treated as interest due after 30 days of recognition.
2.14. Obligations to FIDC quota holders
Obligations to FIDC quota holders refers to amount of the senior quotas of the FIDC were issued to third parties investors. The PagSeguro Group recognizes a liability relating to contributions from third parties investors and the difference between initial and final amount is treated as interest.
F-24
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
2.15. Banking issuances
The PagSeguro Group has sell-buy back transactions. Such repurchase agreements are recorded in term deposits accounts when refers to certificate deposits operations and
interbank deposits accounts for financial letter issuance purposes. The difference between sale price and repurchase price is treated as interest and it is recognized during the term of the agreement by effective interest rate method.
2.16. Borrowings
Borrowings are initially recognized at fair value less any directly attributable transaction costs. After initial recognition, these financial liabilities are measured at amortized cost using the effective interest method, except for the embedded derivative, which is measured at fair value through profit or loss.
Gains and losses are recognized in the consolidated income statements when the liabilities are derecognized as well as through the effective interest method amortization process. Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the effective interest method. The effective interest method amortization is included in interest expense in the consolidated income statements.
2.17. Provisions
Provisions are recognized when PagSeguro Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. When PagSeguro Group expects the value of a provision to be reimbursed, in whole or in part (for example, due to an insurance contract) the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. Expenses associated with any provisions are presented in the statement of income, net of any reimbursements. PagSeguro Group is a party to legal and administrative proceedings.
Provisions are established for all contingencies related to lawsuits for which it is probable that an outflow of funds will be necessary to settle the contingency/obligation and a reasonable estimate can be made. The assessment of the likelihood of loss includes the evaluation of available evidence, the hierarchy of laws, available case law, recent court decisions and their importance in the legal system, as well as the opinion of outside legal counsel. The provisions are reviewed and adjusted to reflect changes in circumstances.
2.18. Revenue and income
Revenue from contract with customers is recognized as control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services in the ordinary course of PagSeguro Group's activities. Revenue is presented net of sales and excise taxes and returns.
F-25
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
PagSeguro Group's revenue from contract with customers substantially comprises:
Revenue from transaction activities and other services: Revenue from fees charged for intermediation of electronic payments, and other services such as prepaid cards, which are recognized at the time the purchase is approved by the financial institution.
Revenues from fees charged for intermediation of electronic payments are recognized on a gross basis and related transaction costs are recognized as Cost of sales and services, since PagSeguro Group is the principal in the intermediation transaction. PagSeguro Group has primary responsibility for providing the services to customers and directly sets the prices for such services, independently from the related transaction costs agreed between PagSeguro Group and the card schemes or card issuers. The revenue is recognized at the moment the transaction is concluded (point-in-time).
Revenue from membership fee: The Company charges a non-refundable membership fee at the inception of the contract with customers that provides access to the PagSeguro Group ecosystem. Revenue related to the non-refundable membership fee has been deferred according to the PagSeguro clients' internal metrics and recognized in deferred revenues over time.
Revenue from credit operations: The Company recognizes income earned on a daily pro-rata basis. Income from credit operations due and overdue before entering in stop accrual is recorded in revenue from transaction activities and services. After stop accrual will only be recognized income when actually received.
Income is mostly comprised of financial income recognized because of the discount rate charged on the early payments of payables to third parties (merchants). The income is recognized at the time the merchant receives the payment for the sale in installments on an early payment basis, and it is recorded as financial income in the statement of income.
2.19. Current and deferred income tax and social contribution
Current income tax and social contribution
Tax assets and liabilities for the current year are calculated based on the expected recoverable amount or the amount payable to the tax authorities. The tax rates and tax laws used to calculate the amount are those enacted or substantively enacted at the balance sheet date in the countries where PagSeguro Group operates and generates taxable income.
Current income tax and social contribution related to items recognized directly in equity are recognized in equity. PagSeguro Group periodically evaluates the tax positions involving interpretation of tax regulations and establishes provisions when appropriate.
Deferred taxes
Deferred taxes arise from temporary differences between the tax bases of assets and liabilities and their carrying amounts at the balance sheet date.
F-26
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
Deferred tax liabilities are recognized for all temporary taxable differences, except in the following situations:
When the deferred tax liability arises from the initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit; and
On temporary tax differences related to investments in subsidiaries when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized on all deductible temporary differences and tax loss carryforwards, to the extent that it is probable that taxable profit will be available against which they can be offset, except:
When the deferred tax asset related to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss; and
On the deductible temporary differences associated with investments in subsidiaries. Deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and that taxable profit will be available against which the temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and a deferred tax asset is recognized to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will be available to allow their utilization.
Based on the local law of the Cayman Islands (specifically, the Companies Law of 1960), there is no taxation on the income earned by companies organized in this jurisdiction. Therefore, PagSeguro Digital has no income tax impacts in the Cayman Islands.
For the subsidiaries of PagSeguro Digital, deferred tax assets and liabilities are measured using the prevailing tax rates in the year in which the assets will be realized, and the liabilities will be settled. The currently defined tax rates of 25% for income tax and 9% for social contribution are used to calculate deferred taxes, except for BancoSeguro, which currently defined tax rates of 25% for income tax and 20% for social contribution and PagInvest, which currently defined tax rates of 25% for income tax and 15% for social contribution, according to the Law 14.446.
Deferred tax assets and liabilities are presented on a net basis when there is legally or contractually enforceable right to offset the tax asset against the tax liability, and the deferred taxes are related to the same taxable entity and subject to the same tax authority.
2.20. Employee benefits - Profit sharing
PagSeguro Group recognizes a liability and an expense for profit sharing subject to achievement of operational targets and performance established and approved at the beginning of each fiscal year. PagSeguro Group recognizes a provision when contractually obliged or when there is a past practice that has created a constructive obligation.
F-27
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (continued)
2.21. Business combination and goodwill
PagSeguro Group accounts for business combinations using the acquisition method. The cost of an acquisition is measured as the sum of the consideration transferred, based on its fair value on the acquisition date. Costs directly attributable to the acquisition are expensed as incurred.
The assets acquired, and liabilities assumed are measured at fair value, classified and allocated according to the contractual terms, economic circumstances, and relevant conditions on the acquisition date. PagSeguro Group recognizes any non-controlling interest in the acquired business either at fair value or at the non-controlling interest's proportionate share of the fair value of the acquired businesses' identifiable net assets. Non-controlling interests are determined upon each acquisition. Acquisition-related costs are accounted for in the statement of income as incurred.
Goodwill is measured as the excess of the consideration transferred over the fair value of net assets acquired. If the consideration transferred is smaller than the fair value of net assets acquired, the difference is recognized as a gain on bargain purchase in the statement of income. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with the changes in fair value recognized in the statement of profit or loss in accordance with IFRS 9.
2.22. Treasury shares
Own equity instruments that are reacquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue, or cancellation of the PagSeguro Group's own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognized in equity.
2.23. Share-based payments (LTIP-Goals)
LTIP-Goals was established by PagSeguro Brazil on December 18, 2018, as approved by the Company’s board of directors, modified and ratified on August 7, 2019, February 21, 2020, January 19, 2021, August 16, 2021, and December 20, 2021. Beneficiaries under the LTIP-Goals are selected by the LTIP-Goals Committee, which consists of the Company’s Chairman of the board of directors and two officers of UOL.
Beneficiaries under the LTIP-Goals are granted awards, which may be payable in cash, Class A common shares or a combination of the two, at the discretion of the LTIP-Goals Committee based on the goals established in the Company’s corporate results-sharing plan for any given year. If any portion of an award was payable in Class A common shares, the relevant value in Brazilian reais was converted into Class A, the LTIP-Goals Committee will set a determination date that falls no later than on the last business day of March following the year for which such amount was awarded. Under the LTIP-Goals plan, the relevant payment shall be made and/or Class A common shares delivered within 10 business days of that determination date.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made.
F-28
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (Continued)
That cost is recognized in personnel expenses, together with a corresponding increase in equity over the period in which the service is fulfilled (the vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense in the statement of profit or loss represents the movement in cumulative expense recognized as at the beginning and end of the year. No expense is recognized for awards that do not ultimately vest because service conditions have not been met.
2.24. New accounting standards and laws adopted in 2025
The accounting policies adopted in the preparation of the consolidated financial statements for the year ended December 31, 2025 are consistent with those adopted for the year ended December 31, 2024, except for the changes required by the pronouncements, interpretations and standards which became effective on January 1, 2025, as described below.
- Amendment to IAS 21 "Lack of Exchangeability": issued in August 2023, with the objective of clarifying entities to determine whether a currency is exchangeable into another currency, and which spot exchange rate to use when it is not. The amendments to IAS 21 are effective as of January 1, 2025. The implementation did not have impacts in the financial statements.
- Complementary Law (“LC”) No. 224/2025 (Impact on CSLL):
Complementary Law No. 224/2025, published on December 26, 2025, approve an progressive increase of CSLL rate to payment institutions, changing the actual 9% to 12% beginning in 2026 through 2027 and 15% after 2028.
Based on the expected recoverable amount on tax assets and payables on tax liabilities related to deferred taxes, the Company already booked the increase to 12% or 15% based on expected realization, that impact is an expense of R$142,305 net of assets and liabilities as disclosed in note 23.
- OECD Pilar Two Rules – In May 2023, the IASB made narrow-scope amendments to IAS 12 which provide a temporary relief from the requirement to recognize and disclose deferred taxes arising from enacted or substantively enacted tax law that implements the Pillar Two model rules, including tax law that implements qualified domestic minimum top-up taxes described in those rules. The Company doesn’t have significant transactions in its subsidiaries located outside of Brazil and management’s assessment on the group effective tax rate did not identify material impacts in the financial statements.
2.25. New accounting standards not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the consolidated financial statements are disclosed below. The Company intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.
F-29
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (Continued)
- Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments: issued in May 2024, with the objective of:
o clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; electronic cash transfer system;
o clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
o add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets);
o make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI).
The amendments to IFRS 9 and IFRS 7 are effective as of January 1, 2026. The Group did not identify material impacts in the financial statements.
- Annual improvements to IFRS – Volume 1: issued in July 2024, with the objective of:
o Annual improvements are limited to changes that either clarify the wording in an Accounting Standard or correct relatively minor unintended consequences, oversights or conflicts between the requirements in the Accounting Standards.
The Annual improvements to IFRS are effective as of January 1, 2026 with earlier application permitted. The Group did not identify impacts in the financial statements.
- Amendment to IFRS 18 "Presentation and Disclosure in Financial Statements":
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements.
F-30
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
2. Presentation and preparation of the consolidated financial statements and significant accounting policies (Continued)
Management is currently assessing the detailed implications of applying the new standard on the group’s consolidated financial statements. From the high-level preliminary assessment performed, the following potential impacts have been identified:
Although the adoption of IFRS 18 will have no impact on the group’s net profit, the group expects that grouping items of income and expenses in the statement of profit or loss into the new categories will impact how operating profit is calculated and reported. From the high-level impact assessment that the group has performed, the following items might potentially impact operating profit:
o Foreign exchange differences currently aggregated in the line item ‘other income and other gains/(losses) – net’ in operating profit might need to be disaggregated, with some foreign exchange gains or losses presented below operating profit;
o IFRS 18 has specific requirements on the category in which derivative gains or losses are recognized – which is the same category as the income and expenses affected by the risk that the derivative is used to manage. Although the group currently recognizes some gains or losses in operating profit and others in finance costs, there might be a change to where these gains or losses are recognized, and the group is currently evaluating the need for change.
The line items presented on the primary financial statements might change as a result of the application of the concept of ‘useful structured summary’ and the enhanced principles on aggregation and disaggregation. In addition, since goodwill will be required to be separately presented in the statement of financial position, the group will disaggregate goodwill and other intangible assets and present them separately in the statement of financial position.
The group does not expect there to be a significant change in the information that is currently disclosed in the notes because the requirement to disclose material information remains unchanged; however, the way in which the information is grouped might change as a result of the aggregation/disaggregation principles. In addition, there will be significant new disclosures required for:
o management-defined performance measures;
o a break-down of the nature of expenses for line items presented by function in the operating category of the statement of profit or loss – this break-down is only required for certain nature expenses; and
o for the first annual period of application of IFRS 18, a reconciliation for each line item in the statement of profit or loss between the restated amounts presented by applying IFRS 18 and the amounts previously presented applying IAS 1.
From a cash flow statement perspective, there will be changes to how interest received and interest paid are presented. Interest paid will be presented as financing cash flows and interest received as investing cash flows, which is a change from current presentation as part of operating cash flows.
The Group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial year ending 31 December 2026 will be restated in accordance with IFRS 18.
F-31
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
3. Accounting estimates and judgments
|
Accounting estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Based on assumptions, PagSeguro Group makes estimates concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The main estimates and assumptions are addressed below:
3.1. Provision for contingencies
PagSeguro Group recognizes provisions for civil, tax and labor lawsuits. The assessment of probability of loss includes assessing the available evidence and jurisprudence, the hierarchy of laws and most recent court decisions. Provisions are reviewed and adjusted to consider changes in circumstances such as the applicable limitation period, findings of tax inspections and additional exposures identified based on new issues or court decisions.
3.2 Measurement of loss allowance for expected credit losses
For accounts receivable from cards issuers are considered low credit risk receivables, due to the arrangement guarantees, PagSeguro Group uses a provision matrix to calculate ECLs. The provision rates are based on the internal credit rating that consider external information, such as ratings given by major rating agencies and forward-looking factors specific to the debtors and the economic environment. For receivables related to credit operations with the clients, the provision rates are based on EAD, PD and LGD as detailed in note 2.7 credit portfolio.
F-32
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
4. Consolidation of subsidiaries
|
As of December 31, 2025 | ||||||
Company | Assets | Liabilities | Equity (iii) | Net income (loss) for the year | Ownership - % | Level |
BancoSeguro (i) | 48,050,774 | 46,620,935 | 1,429,839 | 69,917 | 100.00 | Indirect |
BCPS | 2,904 | 357 | 2,547 | 57 | 100.00 | Indirect |
Biva Serviços | 532,674 | 92,930 | 439,744 | 44,099 | 99.99 | Indirect |
BS Holding (ii) | 3,817,158 | 227,419 | 3,589,739 | 455,962 | 100.00 | Direct |
BSEC | 1,179,310 | 1,030,855 | 148,455 | 62,791 | 99.99 | Indirect |
CDS | 253,647 | 35,444 | 218,203 | 20,463 | 99.99 | Indirect |
Concil | 378,770 | 38,205 | 340,565 | 32,318 | 100.00 | Indirect |
FIDC | 6,038,613 | 1,587,610 | 4,451,003 | 5,228,418 | 100.00 | Indirect |
FIDM | 277,022 | 21,696 | 255,326 | 14,880 | 100.00 | Indirect |
MOIP | 781,027 | 75,346 | 705,681 | 75,733 | 100.00 | Indirect |
Net+Phone | 810,684 | 381,122 | 429,562 | 117,867 | 99.99 | Indirect |
Netpos | 12,416 | 11,410 | 1,006 | 3,358 | 100.00 | Indirect |
Pag Participações | 481,560 | 61,810 | 419,750 | 39,234 | 99.99 | Indirect |
Paginvest Corretora | 13,930 | 1,138 | 12,792 | (4,051) | 99.99 | Indirect |
Pagseg Participações | 2,658,864 | 685,981 | 1,972,883 | 265,386 | 99.99 | Direct |
Pagseguro Brazil | 73,746,493 | 68,143,069 | 5,603,424 | 828,071 | 99.99 | Indirect |
Pagseguro Chile | 20,277 | 15,569 | 4,708 | (55) | 100.00 | Indirect |
Pagseguro Colombia | 15,259 | 11,982 | 3,277 | (893) | 100.00 | Indirect |
Pagseguro Holding | 21,440 | 4,732 | 16,708 | (1,716) | 99.99 | Direct |
Pagseguro Peru | 18,730 | 14,725 | 4,005 | 1,817 | 100.00 | Indirect |
PagSeguro Tecnologia | 931,839 | 386,627 | 545,212 | 43,672 | 99.99 | Indirect |
PSGP México | 10,895 | 7,064 | 3,831 | (2,405) | 100.00 | Indirect |
TILIX | 419,701 | 25,629 | 394,072 | 24,218 | 99.99 | Indirect |
i) On September 2025, the share capital of BancoSeguro increased in the amount of R$ 500 million.
ii) During the year of 2025, 75% of the ownership in PagSeguro Internet was transferred to BS Holding.
iii) At the end of year 2025, some companies recognized provisions for distribution of dividends.
As of December 31, 2024 | ||||||
Company | Assets | Liabilities | Equity | Net income | Ownership - % | Level |
BancoSeguro | 43,106,305 | 42,211,043 | 895,262 | 98,787 | 99.99 | Indirect |
BCPS | 2,992 | 427 | 2,565 | (385) | 99.99 | Indirect |
Biva Serviços | 472,218 | 9,305 | 462,913 | 17,308 | 99.99 | Indirect |
BS Holding | 934,868 | 186 | 934,682 | 100,117 | 100.00 | Direct |
BSEC | 1,260,807 | 1,174,727 | 86,080 | 41,606 | 99.99 | Indirect |
CDS | 230,198 | 5,267 | 224,931 | 14,818 | 99.99 | Indirect |
Concil | 346,202 | 3,033 | 343,169 | 29,526 | 100.00 | Indirect |
FIDC | 6,589,019 | 1,630,197 | 4,958,822 | 4,187,880 | 100.00 | Indirect |
FIDM | 19,088 | 834 | 18,254 | 2,812 | 99.99 | Indirect |
MOIP | 725,791 | 36,681 | 689,110 | 66,945 | 100.00 | Indirect |
Net+Phone | 653,617 | 116,066 | 537,551 | 122,503 | 99.99 | Indirect |
Netpos | 7,443 | 2,539 | 4,904 | 2,775 | 100.00 | Indirect |
Pag Participações | 457,670 | 22,793 | 434,877 | 26,249 | 99.99 | Indirect |
Paginvest Corretora | 17,625 | 782 | 16,843 | 867 | 99.99 | Indirect |
Pagseg Participações | 2,394,423 | 870 | 2,393,553 | 279,427 | 99.99 | Direct |
Pagseguro Brazil | 70,372,095 | 60,488,640 | 9,883,455 | 1,056,170 | 99.99 | Direct |
Pagseguro Chile | 20,023 | 15,299 | 4,724 | (1,994) | 100.00 | Indirect |
Pagseguro Colombia | 11,433 | 11,245 | 188 | (352) | 100.00 | Indirect |
Pagseguro Holding | 10,060 | 2,226 | 7,834 | (7,059) | 99.99 | Direct |
Pagseguro Peru | 11,915 | 9,210 | 2,705 | (1,082) | 100.00 | Indirect |
PagSeguro Tecnologia | 2,179,351 | 1,448,659 | 730,692 | 98,952 | 99.99 | Indirect |
PSGP México | 2,320 | 4,183 | (1,863) | (3,631) | 100.00 | Indirect |
TILIX | 54,734 | 1,532 | 53,202 | 3,914 | 100.00 | Indirect |
Yamí | 142,865 | 247 | 142,618 | 8,461 | 99.99 | Indirect |
ZYGO | 228,606 | 267 | 228,339 | 14,565 | 100.00 | Indirect |
F-33
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
4. Consolidation of subsidiaries (continued)
Subsidiaries are engaged in providing financial technology solutions and services and the corresponding related activities. BS Holding and PagSeguro Brazil has investments in the following companies:
o BancoSeguro holds a license to provide financial services and its main products are the deposits of Pagseguro Group customers and the service offering of banking solutions for other companies in the Group.
o PagInvest: The company provides financial services related to financial market. In March, 2023, was approved by Brazilian Central Bank a capital increase in the amount of R$13,000 totaling the amount of R$15,000.
o Biva Sec: The company’s main objective is to acquire and securitize credit solutions of PagSeguro Group, such as, loans and credit card operation.
o FIDC: FIDC is a Brazilian investment fund to finance the growth of PagSeguro Brazil’s early payment of receivables feature by acquiring payables to third parties held by PagSeguro Brazil, as assignor. PagSeguro Brazil consolidates the financial statements of FIDC, since the risks of default and the responsibility for the payment of expenses and administration fees related to the FIDC are linked to subordinated quotas held by the PagSeguro Brazil.
In June 2024, PagSeguro Digital acquired 5% of their subordinated quotas owing 20% of the subordinated quotas of the fund. As of December 31, 2025, 100% of subordinated quotas are owned by the PagSeguro Group.
o MOIP: On October 31, 2020, PagSeguro Brazil acquired 100% of the share capital of MOIP. In August, 2023, MOIP’s customer portfolio was migrated to PagSeguro Brazil to take advantage the structure in technology that the Group has, develop better conditions for customers and as part of strategy of the PagSeguro Group to bring more synergy in the business. In October, 2025 the Group requested to Brazilian Central Bank to revoke the payment institution license, which was approved.
o Concil: The company’s corporate purpose is to provide professional data processing services, application service providers, internet hosting services, technical support, maintenance and other services in information technology, licensing, and assignment of the right to use computing.
o FIDM: On June 28, 2024, PagSeguro Group constituted an investment fund as a subsidiary of PagSeguro Brazil called Fundo de Investimento em Direitos Creditórios – Pagbank Multiadquirencia (“FIDM”). The objective of this fund is to anticipate third-party assignments in accordance with market operations.
F-34
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
4. Consolidation of subsidiaries (continued)
o Netpos: Main activity is software and hardware solutions focused on developing better business management conditions.
o PagSeg: Main objective is to acquire participations in other companies, commercial or civil, as partner, shareholder or quota holder, as well as the management of these holdings.
o Net+Phone: The company was mainly engaged to concentrate HUBs strategy to attendance our costumers.
o BCPS: BCPS’s main activity is to serve as PagSeguro Tecnologia’s hub in Portugal and to handle part of its account management.
o PagSeguro Tecnologia: Allows its clients to operate in cross-border transactions where the merchant and consumer are located in different countries across Latin America, Spain, Portugal and Turkey.
o CDS: Payroll loans credit operations were offered by CDS and are now is offered by BancoSeguro.
o Biva Serviços: whose main objective is the intermediation among investors, financial institutions and credit borrowers via an electronic platform.
o Pag Participações: Is a holding company incorporated under PagSeg, whose main objective is to acquire participations in other companies, commercial or civil, as partner, shareholder or quota holder, as well as the management of these holdings.
o TILIX: The company provides software development for managing payment solutions for B2C and B2B.
o PSHC: PagSeguro Group constituted this holding company incorporated under PagSeguro Digital to invest in foreign companies.
o Pagseguro Chile, Pagseguro Colombia, Pagseguro Peru, PSGP Mexico, and PBMX Mexico. Their main objective is to develop all kinds of operations directly or indirectly related to the creation, implementations, and maintenance of technological platforms for payments and especially about e-commerce or the internet in their countries. They may act, directly or indirectly as a facilitator and/or agent within payment systems and digital and electronic payment ecosystems.
F-35
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
|
Operating segments are determined based on the information reported and reviewed by the chief operating decision maker (“CODM”). The Board of Directors, composed of top-level management and two external members, has been identified as the CODM and is responsible for allocating resources and assessing the performance of the business and to make PagSeguro Group’s strategic decisions.
Considering that all decisions are based on consolidated reports, and that all decisions related to strategic and financial planning, purchases, investments, and the allocation of funds are made on a consolidated basis, the PagSeguro Group and its subsidiaries operate in a single segment, as financial service agents.
Main companies of PagSeguro Group are domiciled in Brazil and have revenue arising from local customers and customers located abroad. The main revenue is related to sales from the domestic market. The revenue from international market represents 0.9%, 1.4% and 0.4% for the years 2025, 2024 and 2023.
6. Cash and cash equivalents
|
| December 31, 2025 |
| December 31, 2024 |
Short-term bank deposits | 1,269,248 |
| 510,975 |
Short-term investment | 588,259 |
| 416,693 |
| 1,857,507 |
| 927,668 |
Cash and Cash Equivalents are held for the purpose of meeting short-term cash needs and include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three-month or less and with immaterial risk of change in value.
Short-term bank deposits are mainly represented by amounts to cover instant payments (PIX), cash on ATMs and client payments.
Short-term investments are mainly represented by voluntary deposits in Brazilian Central Bank (“BACEN” not related to any compulsory reserve, certificate of deposits, and deposits offshore with highly liquid investments with original maturities of three-month or less, with an average return of 100% of the CDI (14.9% per year as of December 31, 2025 and 12.15% per year as of December 31, 2024).
F-36
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
|
Consists mainly of investments in Brazilian Treasury Bonds (“LFTs”) and financial letters in the amount of R$590,014 as of December 31, 2025 (R$487,924 as of December 31, 2024) with an average return of 100% of the CDI (14.90% per year as of December 31, 2025 and 12.15% per year as of December 31, 2024), with original maturities greater than three-month, but not related to any compulsory reserve. The LFTs were classified as fair value through other comprehensive income and financial letters as amortized cost. Unrealized accumulated OCI effects on LFTs for the years ended in December 31, 2025 and 2024 as disclosed on note 24.
8. Compulsory reserve
|
Consists in investments to comply with requirements for authorized payments institutions and to support the operations for financial institutions as set forth by the Brazilian Central Bank in the amount of R$4,271,581 as of December 31, 2025 (R$4,761,404 in December 31, 2024) with an average return of 100% of the CDI (14.90% per year as of December 31, 2025 and 12.15% per year as of December 31, 2024).
Compulsories reserve, except for the LFTs, were classified as amortized cost and the LFTs were classified as fair value through other comprehensive income. Unrealized accumulated OCI effects on LFTs for the years ended on December 31, 2025 and 2024 as disclosed on note 24.
9. Accounts receivable
|
The composition of the accounts receivables is as follows:
| December 31, 2025 |
| December 31, 2024 |
Card issuers and acquirers – Amortized cost (i) | 51,714,723 |
| 54,699,240 |
Card issuers and acquirers – FVOCI (ii) | 4,284,940 |
| 1,819,020 |
Other accounts receivable (iii) | 61,761 |
| 132,220 |
Total card issuers, acquirers and others | 56,061,424 |
| 56,650,480 |
|
|
|
|
Current | 55,563,067 |
| 56,167,315 |
Non – Current | 498,357 |
| 483,165 |
(i) Card issuers: receivables derived from transactions where PagSeguro Brazil acts as the financial intermediary in operations with the issuing banks, related to the intermediation agreements between PagSeguro Brazil and Visa, Mastercard, Hipercard, Amex or Elo. However, PagSeguro Brazil’s contractual accounts receivable is with the financial institutions, which are the legal obligors on the accounts receivable payment. Additionally, amounts due within 27 days of the original transaction, including those that fall due with the first installment of installment receivables, are guaranteed by Visa, Mastercard, Hipercard, Amex or Elo, as applicable, if the legal obligors do not make the payment. As of December 31, 2025, management assessed the risk related to receivables from transactions originated by card issuers under potential liquidity scenarios and concluded that there was no material impact on the financial statements.
Acquirers refers to card processing transactions to be received from the acquirers, which are a third parties acting as financial intermediaries between the issuing bank and PagSeguro Brazil.
(ii) The Group has identified certain receivables from card issuers and acquirers which are managed separately. The Group assessed that the appropriate business model of some card issuers and acquirers originated after September 2024 which is held by the Group as part of liquidity management is held to collect and sell and measured at FVOCI. Therefore, receivables, in the amount of R$4,284,940 (R$1,819,020 on December 31, 2024), are recognized as fair value through other comprehensive income. Unrealized loss in the accounts receivable mark-to-market, net of taxes, in the year ended December 31, 2025, totaled R$120,588 (R$86,270 in the year ended December 31, 2024).
(iii) Refers to other dispersed receivables from legal obligors.
The maturity analysis of accounts receivables is as follows:
|
| December 31, 2025 |
| December 31, 2024 |
Due within 30 days |
| 23,415,699 |
| 21,380,397 |
Due within 31 to 120 days |
| 18,827,887 |
| 21,729,278 |
Due within 121 to 180 days |
| 6,558,047 |
| 6,367,174 |
Due within 181 to 365 days |
| 6,761,434 |
| 6,690,465 |
Due after 365 days |
| 498,357 |
| 483,165 |
|
| 56,061,424 |
| 56,650,480 |
F-37
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
10. Credit portfolio
The composition of the credit portfolio is as follows:
| December 31, 2025 |
| December 31, 2024 |
Payroll Loans, net (i) | 3,190,558 |
| 2,480,074 |
Credit Card Receivables, net (i) | 772,087 |
| 660,113 |
Loans, net (i) | 243,722 |
| 12,606 |
Total credit portfolio | 4,206,367 |
| 3,152,793 |
In the consolidated financial statements of December 31, 2024, credit portfolio was presented as accounts receivable. Moving forward, credit portfolio balances will be disclosed separately.
(i) Payroll loans, credit cards receivables and loans are presented net of the ECL (“expected credit losses”) and are measured according to the IFRS 9, using: Exposure at Default (EAD) related to the exposed credit risk at default; Probability of Default (PD) related to the probability of the counterparty not meeting its contractual payment obligations; and Loss Given Default (LGD) related to the percentage of the exposure that is not expected to be recovered in the event of default. In addition to the methodology for calculating the allowance for impairment (EAD x PD x LGD). The Group takes into consideration the forward-looking information and assumptions such as the historical loss experienced at individual transactions level, credit quality and guarantees, economic factors and estimated future cash flows, which could impact the calculation model for provisioning expected credit losses.
The maturity analysis of credit portfolio as of December 31, 2025 and 2024 is as follows:
| December 31, 2025 | |||
| Payroll loans | Credit card receivables | Loans | TOTAL |
Past due | 65,397 | 158,753 | 124,899 | 349,049 |
Due within 30 days | 79,773 | 320,940 | 24,116 | 424,829 |
Due within 31 to 120 days | 296,577 | 207,277 | 111,364 | 615,218 |
Due within 121 to 180 days | 186,355 | 135,167 | 46,161 | 367,683,8 |
Due within 181 to 360 days | 493,352 | 81,933 | 64,006 | 639,291 |
Due after 360 days | 2,145,838 | 4,823 | 16,491 | 2,167,152 |
| 3,267,292 | 908,893 | 387,037 | 4,563,222 |
Expected credit losses | (76,733) | (136,805) | (143,314) | (356,852) |
Credit portfolio net of ECL | 3,190,559 | 772,088 | 243,723 | 4,206,370 |
| December 31, 2024 | |||
| Payroll loans | Credit card receivables | Loans | Total |
Past due | 21,530 | 126,769 | 123,995 | 272,294 |
Due within 30 days | 65,397 | 300,225 | 1,025 | 424,829 |
Due within 31 to 120 days | 226,039 | 178,304 | 3,221 | 407,564 |
Due within 121 to 180 days | 140,796 | 108,802 | 1,219 | 250,817 |
Due within 181 to 360 days | 377,272 | 60,163 | 4,808 | 442,243 |
Due after 360 days | 1,678,835 | 3,733 | 9,002 | 1,691,570 |
| 2,516,148 | 777,996 | 143,270 | 3,437,414 |
Expected credit losses | (36,074) | (117,883) | (130,664) | (284,621) |
Credit portfolio net of ECL | 2,480,074 | 660,113 | 12,606 | 3,152,793 |
F-38
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
10. Credit portfolio – (continued)
For the credit portfolio, the weighting of objective factors plus the analysis of the coverage percentage of accessory guarantees leads to the customer rating that allows the grouping of customers with similar credit risks and classification into one of the following stages as suggested by IFRS9:
| December 31, 2025 | ||
| Credit amount | Exposure off balance | Expected credit losses |
Payroll Loans |
|
|
|
Stage 1 | 3,188,858 | - | (17,012) |
Stage 2 | 14,851 | - | (1,872) |
Stage 3 | 63,582 | - | (57,849) |
Credit Card Receivables |
|
|
|
Stage 1 | 729,665 | 1,580,350 | (20,308) |
Stage 2 | 66,641 | 20,929 | (15,095) |
Stage 3 | 112,586 | 1,967 | (101,402) |
Loans |
|
|
|
Stage 1 | 247,895 | - | (13,931) |
Stage 2 | 15,967 | - | (7,657) |
Stage 3 | 123,174 | - | (121,726) |
Total | 4,563,219 | 1,603,246 | (356,852) |
| December 31, 2024 | ||
| Credit amount | Exposure off balance | Expected credit losses |
Payroll Loans |
|
|
|
Stage 1 | 2,480,231 | - | (8,564) |
Stage 2 | 9,044 | - | (887) |
Stage 3 | 26,873 | - | (26,623) |
Credit Card Receivables |
|
|
|
Stage 1 | 638,249 | 1,222,409 | (17,595) |
Stage 2 | 40,297 | 25,017 | (9,127) |
Stage 3 | 99,450 | 1,021 | (91,161) |
Loans |
|
|
|
Stage 1 | 17,415 | - | (5,235) |
Stage 2 | 22 | - | (17) |
Stage 3 | 125,833 | - | (125,411) |
Total | 3,437,414 | 1,248,447 | (284,620) |
The reconciliation of credit portfolio operations segregated by stages:
Stage 1 | December 31, 2024 | Transfer to Stage 2 | Transfer to Stage 3 | Cure from Stage 2 | Cure From Stage3 | Write-off | Additions/Reversals | December 31, 2025 |
Payroll Loans | 2,480,231 | (59,000) | (1,160) | 3,544 | 1,029 | - | 764,214 | 3,188,858 |
Credit card receivables | 638,250 | (343,023) | (1) | 131,540 | 174 | - | 302,726 | 729,666 |
Loans | 17,415 | (18,592) | (88) | 526 | 6 | - | 248,627 | 247,894 |
Total | 3,135,896 | (420,615) | (1,249) | 135,610 | 1,209 |
| 1,315,567 | 4,166,418 |
|
|
|
|
|
|
|
|
|
Stage 2 | December 31, 2024 | Transfer from Stage 1 | Transfer to Stage 3 | Cure to Stage 1 | Cure from Stage 3 | Write-off | Additions/Reversals | December 31, 2025 |
Payroll Loans | 9,044 | 59,000 | (52,684) | (3,544) | 133 | - | 2,903 | 14,852 |
Credit card receivables | 40,298 | 343,023 | (110,921) | (131,540) | 10 | - | (74,230) | 66,640 |
Loans | 22 | 18,592 | (6,311) | (526) | - | - | 4,190 | 15,967 |
Total | 49,364 | 420,615 | (169,916) | (135,610) | 143 |
| (67,137) | 97,459 |
|
|
|
|
|
|
|
|
|
Stage 3 | December 31, 2024 | Transfer from Stage 1 | Transfer from Stage 2 | Cure to Stage 1 | Cure to Stage 2 | Write-off | Additions/Reversals | December 31, 2025 |
Payroll Loans | 26,873 | 1,160 | 52,684 | (1,029) | (133) | (14,216) | (1,757) | 63,582 |
Credit card receivables | 99,449 | 1 | 110,921 | (174) | (10) | (41,713) | (55,888) | 112,586 |
Loans | 125,833 | 88 | 6,311 | (6) | - | (4,576) | (4,474) | 123,176 |
Total | 252,155 | 1,249 | 169,916 | (1,209) | (143) | (60,505) | (62,119) | 299,344 |
F-39
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
10. Credit portfolio – (continued)
The reconciliation of expected credit losses of credit portfolio segregated by stages:
Stage 1 | December 31, 2024 | Transfer to Stage 2 | Transfer to Stage 3 | Cure from Stage 2 | Cure From Stage 3 | Write-off | Additions/Reversals | December 31, 2025 |
Payroll Loans | (8,564) | 5,591 | 97 | (382) | (1,063) | - | (12,691) | (17,012) |
Credit card receivables | (17,595) | 17,293 | 0 | (13,678) | (133) | - | (6,195) | (20,308) |
Loans | (5,234) | 1,233 | 9 | (154) | - | - | (9,785) | (13,931) |
Total | (31,393) | 24,117 | 106 | (14,214) | (1,196) | - | (28,671) | (51,251) |
|
|
|
|
|
|
|
|
|
Stage 2 | December 31, 2024 | Transfer from Stage 1 | Transfer to Stage 3 | Cure to Stage 1 | Cure from Stage 3 | Write-off | Additions/Reversals | December 31, 2025 |
Payroll Loans | (887) | (5,591) | 5,333 | 382 | (155) | - | (954) | (1,872) |
Credit card receivables | (9,127) | (17,293) | 57,243 | 13,678 | (7) | - | (59,589) | (15,095) |
Loans | (17) | (1,233) | 3,295 | 154 | - | - | (9,856) | (7,657) |
Total | (10,031) | (24,117) | 65,871 | 14,214 | (162) | - | (70,399) | (24,624) |
|
|
|
|
|
|
|
|
|
Stage 3 | December 31, 2024 | Transfer from Stage 1 | Transfer from Stage 2 | Cure to Stage 1 | Cure to Stage 2 | Write-off | Additions/Reversals | December 31, 2025 |
Payroll Loans | (26,623) | (97) | (5,333) | 1,063 | 155 | 14,216 | (41,230) | (57,849) |
Credit card receivables | (91,161) | (0) | (57,243) | 133 | 7 | 41,713 | 5,149 | (101,402) |
Loans | (125,411) | (9) | (3,295) | - | - | 4,576 | 2,413 | (121,726) |
Total | (243,195) | (106) | (65,871) | 1,196 | 162 | 60,505 | (33,668) | (280,977) |
The movement in the allowance for expected credit losses of credit receivables is as follows:
Expected Credit Losses | Payroll Loans | Credit Card Receivables | Loans | Total |
December 31, 2023 | (38,259) | (185,404) | (361,780) | (585,443) |
Additions | (31,221) | (163,887) | (39,147) | (234,255) |
Reversals | 5,240 | 92,903 | 25,831 | 123,974 |
Write-Off (i) | 28,166 | 138,505 | 244,431 | 411,102 |
December 31, 2024 | (36,074) | (117,883) | (130,664) | (284,621) |
Additions | (76,574) | (90,302) | (19,925) | (186,801) |
Reversals | 21,699 | 29,667 | 2,698 | 54,064 |
Write-Off (i) | 14,216 | 41,713 | 4,577 | 60,506 |
December 31, 2025 | (76,733) | (136,805) | (143,314) | (356,852) |
(i) Based on the PagSeguro credit risk classification model, which assesses the risk of insolvency and default of counterparties related to credit receivables, for the year ended December 31, 2025, the PagSeguro Group carried out a partial write-off of credit receivables, for cases in which the Group does not expect to receive these amounts. The credit card receivables were written-off in the amount of R$41,713 (R$138,505 on December 31, 2024), loans were written-off in the amount R$4,576 (R$244,432 on December 31, 2024) and payroll loans were written-off in the amount R$14,216 (R$28,166 on December 31, 2024) against the related provision for ECL recognized in previous periods.
11. Recoverable taxes
|
|
| December 31, 2025 |
| December 31, 2024 |
Income tax and social contribution (i) |
| 1,044,983 |
| 788,901 |
Social integration program (ii) |
| 48,837 |
| 74,452 |
Other |
| 17,840 |
| 6,566 |
|
| 1,111,660 |
| 869,919 |
|
|
|
|
|
Current |
| 366,105 |
| 551,722 |
Non-current |
| 745,555 |
| 318,197 |
(i) Refers mainly to withholding taxes from income tax and social contribution.
(ii) Refers to Social Integration Program (PIS) and Social Contribution on Revenues (COFINS) recoverable on transaction activities and other services.
F-40
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
12. Related-party balances and transactions
|
i) Balances and transactions with related parties
| December 31, 2025 |
| December 31, 2024 | ||
| Receivables | Payables |
| Receivables | Payables |
Banking Issuances (a) |
|
|
|
|
|
UOL Cursos Tec. Ed. Ltda. | - | 313,387 |
| - | 206,811 |
UOL | - | 175,341 |
| - | 168,117 |
OFL Participações S.A. | - | 126,132 |
| - | 615,057 |
Ingresso.com Ltda | - | 102,094 |
| - | 69,419 |
Qulture Informática S.A. | - | 11,346 |
| - | - |
Everymind Cons.Sist. LTDA | - | - |
| - | 1,557 |
| - | 728,300 |
| - | 1,060,961 |
Other transactions and services |
|
|
|
|
|
UOL - sales of services (b) | - | 20,397 |
| - | 18,693 |
Compasso.UOL Informática Ltda.- sales of services (b) | - | 11,661 |
| - | 17,982 |
Compasso UOL Tecnologia - sales of services (b) | - | 481 |
| - | 2,648 |
Invillia Desenvolvimento de produtos Digitais Ltda - sales of services (b) | - | - |
| - | 13,909 |
UOL - shared service costs (c) | - | 12,151 |
| - | 9,853 |
Digital Services UOL S.A. - borrowing (d) | 25,902 | - |
| 31,849 | - |
Others | - | 7,407 |
| - | 7,300 |
| 25,902 | 52,097 |
| 31,849 | 70,285 |
Current | 10,102 | 321,282 |
| 9,082 | 116,383 |
Non - current | 15,800 | 459,116 |
| 22,767 | 1,014,863 |
(a) Certificate of Deposits (CD) acquired by related parties from BancoSeguro with interest rate between 103% to 106% (104% to 106% on December 31, 2024) per year of CDI. The maturity analysis is as follows:
| December 31, 2025 |
| December 31, 2024 |
Due within 31 to 120 days | 8,931 |
| - |
Due within 121 to 180 days | 10,716 |
| - |
Due within 181 to 360 days | 249,536 |
| 46,098 |
Due to more than 360 days | 459,117 |
| 1,014,863 |
| 728,300 |
| 1,060,961 |
(b) Sales of services refer mainly to the purchase of advertising services from UOL, colocation, development of software and cloud services acquired from other entities within the Uol Group. Invillia was incorporated by Compass UOL Tecnologia in April, 2025.
(c) Shared services costs mainly related to payroll costs that are incurred by the parent Group UOL and are charged to PagSeguro Group.
(d) This receivable refers to borrowing made from Biva Sec with interest rate of 100% of CDI plus 2.5% per year.
F-41
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
12. Related-party balances and transactions (continued)
ii) Revenue and expense from transactions with related parties
| For the year ended December 31, | |||||
| 2025 | 2024 | 2023 | |||
| Revenue | Expense | Revenue | Expense | Revenue | Expense |
Banking Issuances (a) |
|
|
|
|
|
|
OFL Participações S.A. | - | 54,099 | - | 24,944 | - | - |
UOL Cursos Tec. Ed. Ltda. | - | 35,303 | - | - | - | 323 |
Universo Online S.A. | - | 26,693 | - | 24,088 | - | 22,173 |
Ingresso.com Ltda | - | 11,421 | - | 4,342 | - | 2,439 |
Qulture Informática S.A. | - | 346 | - | - | - | - |
Everymind Cons.Sist. LTDA | - | 16 | - | 57 | - | - |
Web Jump Desing em Informática Ltda | - | - | - | 707 | - | 1,232 |
Invillia Holding Ltda | - | - | - | 144 | - | 358 |
Invillia Desenvolvimento de produtos Digitais Ltda | - | - | - | 2,298 | - | 5,706 |
UOL Cursos Tec. Ed. Ltda. | - | - | - | 14,808 | - | 10,285 |
| - | 127,878 | - | 71,388 | - | 42,516 |
Other transactions and services |
|
|
|
|
|
|
Compasso UOL S.A.- sales of services (b) | - | 161,701 | - | 170,108 | - | 147,850 |
Universo Online S.A. - sales of services (b) | 3,578 | 116,266 | 3,295 | 108,650 | 3,134 | 68,815 |
Compasso Tecnologia Ltda. - sales of services (b) | - | 11,233 | - | 5,004 | - | 7,850 |
EDGE.UOL Tecnologia Ltda. - sales of services (b) | - | 7,182 | - | 1,734 | - | 2,220 |
Invillia Desenvolvimento de produtos Digitais Ltda - sales of services (b) | - | - | - | 809 | - | 5,619 |
UOL - shared service costs (c) | - | 127,913 | - | 108,835 | - | 98,525 |
Digital Services UOL S.A. - borrowing (d) | 3,818 | - | 4,146 | - | 2,194 | - |
Others | 1,058 | 8,395 | 994 | 8,144 | 923 | 7,298 |
| 8,454 | 432,690 | 8,435 | 403,284 | 6,251 | 338,177 |
(a) Expenses are related to Certificate of Deposits (CD) from BancoSeguro.
(b) Sales of services are related to advertising services from UOL, revenue is related to intermediation fee and expenses related to colocation and cloud services, acquired from other entities within the Uol Group.
(c) Shared services costs mainly related to payroll costs sharing that are incurred by the parent Group UOL and are charged to PagSeguro Group. Such costs are included in administrative expenses.
(d) Revenue refers to borrowing made from Biva Sec with interest rate of 100% of CDI plus 2.5% per year.
iii) Key management compensation
Key management compensation includes short and long-term benefits of PagSeguro Brazil’s executive officers. The short and long-term compensation related to the executive officers for the year ended December 31, 2025 amounted to R$53,544 (R$37,877 and R$35,074 for the years ended December 31, 2024 and 2023).
F-42
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
13. Property and equipment
|
a) Property and equipment are composed as follows:
| December 31, 2025 | ||||
| Cost |
| Accumulated depreciation |
| Net |
Data processing equipment | 267,750 |
| (131,837) |
| 135,913 |
Machinery and equipment (i) | 4,610,379 |
| (2,305,736) |
| 2,304,643 |
Buildings leasing (ii) | 173,722 |
| (98,988) |
| 74,734 |
Other | 68,722 |
| (44,935) |
| 23,787 |
Total | 5,120,573 |
| (2,581,496) |
| 2,539,077 |
|
|
|
|
|
|
| December 31, 2024 | ||||
| Cost |
| Accumulated depreciation |
| Net |
Data processing equipment | 262,572 |
| (110,100) |
| 152,472 |
Machinery and equipment (i) | 4,295,698 |
| (1,990,778) |
| 2,304,920 |
Buildings leasing (ii) | 163,003 |
| (79,415) |
| 83,588 |
Other | 62,214 |
| (30,858) |
| 31,356 |
Total | 4,783,487 |
| (2,211,151) |
| 2,572,336 |
b) The changes in cost and accumulated depreciation were as follows:
| Data processing equipment | Machinery and equipment (i) | Buildings Leasing (ii) | Other | Total |
On December 31, 2023 |
|
|
|
|
|
Cost | 244,452 | 3,658,969 | 154,343 | 47,540 | 4,105,304 |
Accumulated depreciation | (90,976) | (1,482,900) | (60,812) | (19,605) | (1,654,293) |
Net book value | 153,476 | 2,176,069 | 93,531 | 27,935 | 2,451,011 |
On December 31, 2024 |
|
|
|
|
|
Opening balance |
|
|
|
|
|
Cost | 18,120 | 636,729 | 8,660 | 14,674 | 678,183 |
Purchases | 21,774 | 1,087,743 | 8,660 | 22,361 | 1,140,538 |
Disposals/Provisions (iii) | (3,654) | (451,014) | - | (7,687) | (462,355) |
Depreciation | (19,124) | (507,878) | (18,603) | (11,253) | (556,858) |
Depreciation | (22,651) | (780,291) | (18,603) | (16,829) | (838,374) |
Disposals | 3,527 | 272,413 | - | 5,576 | 281,516 |
Net book value | 152,472 | 2,304,920 | 83,588 | 31,356 | 2,572,336 |
|
|
|
|
|
|
On December 31, 2024 |
|
|
|
|
|
Cost | 262,572 | 4,295,698 | 163,003 | 62,214 | 4,783,487 |
Accumulated depreciation | (110,100) | (1,990,778) | (79,415) | (30,858) | (2,211,151) |
Net book value | 152,472 | 2,304,920 | 83,588 | 31,356 | 2,572,336 |
|
|
|
|
|
|
On December 31, 2025 |
|
|
|
|
|
Cost | 5,178 | 314,681 | 10,719 | 6,508 | 337,086 |
Purchases | 9,846 | 1,017,617 | 10,719 | 12,577 | 1,050,759 |
Disposals/Provisions (iii) | (4,668) | (702,936) | - | (6,069) | (713,673) |
Depreciation | (21,737) | (314,958) | (19,573) | (14,077) | (370,345) |
Depreciation | (26,327) | (839,565) | (19,573) | (16,034) | (901,499) |
Disposals | 4,590 | 524,607 | - | 1,957 | 531,154 |
Net book value | 135,913 | 2,304,643 | 74,734 | 23,787 | 2,539,077 |
|
|
|
|
|
|
On December 31, 2025 |
|
|
|
|
|
Cost | 267,750 | 4,610,379 | 173,722 | 68,722 | 5,120,573 |
Accumulated depreciation | (131,837) | (2,305,736) | (98,988) | (44,935) | (2,581,496) |
Net book value | 135,913 | 2,304,643 | 74,734 | 23,787 | 2,539,077 |
F-43
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
13. Property and equipment (continued)
(i) Net book value of POS devices is R$2,256,793 (R$2,254,758 as of December 31, 2024), which are depreciated over 5 years. The depreciation of POS in the year ended December 31, 2025, amounted to R$831,366 (R$773,048 in the year ended December 31, 2024). On December 31, 2025, PagSeguro have contractual obligations to acquire POS devices in the amount of R$823,267 (R$417,064 as of December 31, 2024). The Group contracted a derivative financial instrument designated to hedge accounting (“NDF”) to hedge the exchange rate on some of the POS purchases obligations as mentioned in note 30.
(ii) As of December 31, 2025, PagSeguro had a lease liability presented in other current liabilities in the amount of R$19,133 (R$15,506 as of December 31, 2024) and as non-current liability in the amount of R$59,696 (R$71,955 as of December 31, 2024). For the year ended December 31, 2025, the Group incurred in financial costs related to these leases of R$19,621 (R$18,590 and R$16,972 for the years ended December 31, 2024 and 2023).
(iii) The Group monitors closely merchants activity and POS life-time value. If the Group detects inactivity for a certain period, the Group provisions write-off of POS devices associated. During the year ended December 31, 2025, the provisions for the net book value amounted R$156,079 (of which R$559,735 is cost and R$418,731 is accumulated depreciation), in comparison to R$163,891 (of which R$416,030 is cost and R$252,139 is accumulated depreciation) for the year ended December 31, 2024.
14. Intangible assets
|
a) Intangible assets are composed as follows:
| December 31, 2025 | ||||
| Cost |
| Accumulated amortization |
| Net |
Expenditures related to software and technology (i) | 6,225,793 |
| (3,440,626) |
| 2,785,167 |
Software licenses | 421,058 |
| (266,737) |
| 154,321 |
Goodwill (ii) | 227,066 |
| - |
| 227,066 |
Other | 70,555 |
| (64,706) |
| 5,849 |
| 6,944,472 |
| (3,772,069) |
| 3,172,403 |
|
|
|
|
|
|
| December 31, 2024 | ||||
| Cost |
| Accumulated amortization |
| Net |
Expenditures related to software and technology (i) | 5,042,195 |
| (2,520,174) |
| 2,522,021 |
Software licenses | 369,320 |
| (209,128) |
| 160,192 |
Goodwill (ii) | 227,066 |
| - |
| 227,066 |
Other | 70,569 |
| (53,546) |
| 17,023 |
| 5,709,150 |
| (2,782,848) |
| 2,926,302 |
(i) The PagSeguro Group capitalizes expenses incurred with the development of platforms, which are amortized over their useful lives of approximately five years.
(ii) The amount refers the recognition of a capital gain with customer portfolio with a fair value, non-compete agreement and softwares relationed to business combinations made by the PagSeguro Group.
F-44
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
14. Intangible assets (continued)
The changes in cost and accumulated amortization were as follows:
| Expenditures with software and technology |
| Software licenses |
| Goodwill |
| Other |
| Total |
On December 31, 2023 |
|
|
|
|
|
|
|
|
|
Cost | 3,887,300 |
| 335,561 |
| 227,066 |
| 70,569 |
| 4,520,496 |
Accumulated amortization | (1,756,871) |
| (152,123) |
| - |
| (40,433) |
| (1,949,427) |
Net book value | 2,130,429 |
| 183,438 |
| 227,066 |
| 30,136 |
| 2,571,069 |
On December 31, 2024 |
|
|
|
|
|
|
|
|
|
Cost | 1,154,895 |
| 33,759 |
| - |
| - |
| 1,188,654 |
Additions (i) | 1,154,895 |
| 33,867 |
| - |
| - |
| 1,188,762 |
Disposals | - |
| (108) |
| - |
| - |
| (108) |
Amortization | (763,303) |
| (57,005) |
| - |
| (13,113) |
| (833,421) |
Amortization | (763,303) |
| (57,113) |
| - |
| (13,113) |
| (833,529) |
Disposals | - |
| 108 |
| - |
| - |
| 108 |
Net book value | 2,522,021 |
| 160,192 |
| 227,066 |
| 17,023 |
| 2,926,302 |
On December 31, 2024 |
|
|
|
|
|
|
|
|
|
Cost | 5,042,195 |
| 369,320 |
| 227,066 |
| 70,569 |
| 5,709,150 |
Accumulated amortization | (2,520,174) |
| (209,128) |
| - |
| (53,546) |
| (2,782,848) |
Net book value | 2,522,021 |
| 160,192 |
| 227,066 |
| 17,023 |
| 2,926,302 |
On December 31, 2025 |
|
|
|
|
|
|
|
|
|
Cost | 1,183,598 |
| 51,738 |
| - |
| (14) |
| 1,235,322 |
Additions (i) | 1,184,243 |
| 52,577 |
| - |
| - |
| 1,236,820 |
Disposals | (645) |
| (839) |
| - |
| (14) |
| (1,498) |
Amortization | (920,452) |
| (57,609) |
| - |
| (11,162) |
| (989,223) |
Amortization | (920,943) |
| (58,448) |
| - |
| (11,168) |
| (990,559) |
Disposals | 491 |
| 839 |
| - |
| 6 |
| 1,336 |
Net book value | 2,785,167 |
| 154,321 |
| 227,066 |
| 5,847 |
| 3,172,401 |
|
|
|
|
|
|
|
|
|
|
On December 31, 2025 |
|
|
|
|
|
|
|
|
|
Cost | 6,225,793 |
| 421,058 |
| 227,066 |
| 70,555 |
| 6,944,472 |
Accumulated amortization | (3,440,626) |
| (266,737) |
| - |
| (64,706) |
| (3,772,069) |
Net book value | 2,785,167 |
| 154,321 |
| 227,066 |
| 5,849 |
| 3,172,403 |
(i) Refers to several and diverse expenditures with software and technology, mainly related to customer experience functionalities, such as digital payment and digital banking account.
The goodwill is allocated to the Cash Generating Units (CGUs) in each of the acquired companies that generated the goodwill and is demonstrated below:
| December 31, 2025 |
| December 31, 2024 |
MOIP (i) | 148,218 |
| 148,218 |
Concil | 20,731 |
| 20,731 |
Netpos | 17,158 |
| 17,158 |
Biva Serviços | 14,627 |
| 14,627 |
Banco Seguro | 12,612 |
| 12,612 |
Pag Participações (ii) | 7,150 |
| - |
PagSeguro Tecnologia | 6,570 |
| 6,570 |
Zygo (ii) | - |
| 5,768 |
Yami (ii) | - |
| 1,382 |
Total | 227,066 |
| 227,066 |
(i) The online operating channel previously managed by MOIP was discontinued and continues to be supported within the PagSeguro structure, therefore, the CGU is calculated on a combined basis.
(ii) In January and February, 2025, the subsidiaries Yamí and Zygo were incorporated by Pag Participações.
F-45
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
14. Intangible assets (continued)
The recoverable amount of a CGU is determined based on the value-in-use calculations. The goodwill was mainly represented by the MOIP acquisition in the amount of R$148,218. The recoverability of this goodwill was tested using five-years budgets, a long-term growth rate based on estimated gross domestic product (1.93% in 2029 and 1.93% in 2030), inflation rates (3.63% in 2029 and 3.63% in 2030) metrics to project future cash flows and discount rate based on WACC (fluctuation from 14% to 16% per year). For the goodwill originated by other acquisitions the Company tested the recoverability using the same approach.
Based on these assessments, management concluded that the book balances of goodwill recorded on December 31, 2025 are recoverable, since the estimated value for CGU was higher than its book value and, therefore, no provision for impairment of was accounted for.
15. Payables to third parties
|
Payables to merchants, in the amount of R$10,893,747 (R$11,642,218 as of December 31, 2024) correspond mainly to amounts to be paid to merchants related to transactions carried out by their card holders, net of the intermediation fees and discounts applied.
16. Obligations to FIDC quota holders
|
On October 2022, 100,000 new senior quotas of the FIDC were issued with a nominal value of R$1,000 each, totaling R$100 million with third party investors. On September 2025, this quotas was redeemed in the amount of R$149,392 including interest.
On November 2024, 1,000,000 new senior quotas of the FIDC were issued with a nominal value of R$1,000 each, totaling R$1 billion with an interest rate of 100% of the CDI plus a fixed rate of 1%, due date is November 2026. In the same operation, the Group entered swaps to change the interest rate accrual to 108% of the CDI. This operation has a specific objective of protect the risk from interest rate volatility for the investors remuneration changing fixed rates for CDI rates.
Obligations to FIDC quotas holders amount to R$1,171,463 on December 31, 2025 (R$1,151,384 on December 31, 2024) with an average cost of 107% of CDI (108% of CDI on December 31, 2024). For the year ended December 31, 2025 the remuneration for the FIDC quotas holders amounted to R$169,470 (R$32,398 and R$15,622 for the years ended December 31, 2024 and 2023, respectively).
17. Checking accounts
|
| December 31, 2025 |
| December 31, 2024 |
Banking accounts (i) | 11,410,673 |
| 10,972,294 |
Merchant’s payment account (ii) | 833,026 |
| 1,058,279 |
| 12,243,699 |
| 12,030,573 |
(i) Refers to the balance of the clients maintained in their banking accounts that are invested in Certificate of Deposits with interest of up to 100% of CDI but are only paid on the 30th days anniversary.
(ii) Refers to merchant’s payment account that PagSeguro acquire treasury bonds to comply with certain requirements as mentioned in note 8.
During the year ended December 31, 2025, the average interest cost associated with Checking Accounts amounted to 46% of CDI (58% of CDI on December 31, 2024).
F-46
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
18. Banking issuances
|
| December 31, 2025 |
| December 31, 2024 |
Certificate of deposits (i) | 16,401,956 |
| 17,038,525 |
Interbank deposits (ii) | 12,026,038 |
| 7,050,709 |
| 28,427,994 |
| 24,089,234 |
Current | 18,947,864 |
| 12,677,098 |
Non - Current | 9,480,130 |
| 11,412,136 |
|
|
|
|
(i) During the year ended December 31, 2025, the average interest cost amounted to 103% of CDI (109% of CDI in December 31, 2024). Some deposits have interest rates correlated to the IPCA (Brazilian inflation rates) and fixed rates. For these certificates of deposit, the Group contracts derivative financial instruments (Swaps) designated to hedge accounting with the specific objective of protecting deposits from fluctuations arising from inflation, changing IPCA and fixed rates for CDI rates. More details of financial instruments in note 30.
(ii) During the year ended December 31, 2025, the average interest cost associated amounted to 107% of CDI (110% of CDI on December 31, 2024), On September 30, 2025, the PagSeguro Group issued R$1,000,000 in Public Financial Letter. The maturity date will be July 10, 2027. The notional amount and accrued interest will be paid at maturity. The operation was closed with an interest rate of CDI + 0.45% per year, the Company contracted a derivative financial instrument not designated to hedge accounting (“Swap”) to convert from CDI + 0.45% to 103.6% of CDI per year.
The maturity analysis of banking issuances based on the due date of the agreements (disregarding that some can be withdrawn at any time) is as follows:
|
| December 31, 2025 |
| December 31, 2024 |
Due within 30 days |
| 5,709,683 |
| 4,289,493 |
Due within 31 to 120 days |
| 6,186,359 |
| 5,258,608 |
Due within 121 to 180 days |
| 2,509,993 |
| 763,642 |
Due within 181 to 360 days |
| 4,541,829 |
| 2,365,355 |
Due within 361 days or more days |
| 9,480,130 |
| 11,412,136 |
|
| 28,427,994 |
| 24,089,234 |
The changes in the amount were as follows:
On December 31, 2023 | 16,188,440 |
Additions | 42,437,883 |
Withdraws
| (35,607,575) |
Interest | 1,070,486 |
On December 31, 2024 | 24,089,234 |
Additions | 68,870,530 |
Withdraws | (66,523,971) |
Financial instruments | (4,046) |
Interest | 1,996,247 |
December 31, 2025 | 28,427,994 |
19. Salaries and social security charges
|
| December 31, 2025 |
| December 31, 2024 |
Payroll accruals and profit sharing | 248,771 |
| 279,092 |
Social charges | 60,221 |
| 50,810 |
Payroll taxes (LTIP) (i) | 57,646 |
| 56,641 |
Other | 16,892 |
| 16,100 |
| 383,530 |
| 402,643 |
(i) Refers to social charges and income tax over LTIP and LTIP-Goals balances.
F-47
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
20. Taxes and contributions
|
| December 31, 2025 |
| December 31, 2024 |
Taxes |
|
|
|
Services tax (i) | 206,500 |
| 201,590 |
Social integration program (ii) | 67,674 |
| 61,090 |
Social contribution on revenues (ii) | 416,545 |
| 417,265 |
Income tax and social contribution (iii) | 6,701 |
| 3,774 |
Other | 48,864 |
| 22,357 |
| 746,284 |
| 706,076 |
|
|
|
|
| December 31, 2025 |
| December 31, 2024 |
Judicial deposits (iv) |
|
|
|
Services tax (i) | (190,881) |
| (188,449) |
Social integration program (ii) | (35,988) |
| (33,110) |
Social contribution on revenues (ii) | (221,463) |
| (203,755) |
| (448,332) |
| (425,314) |
|
|
|
|
| 297,952 |
| 280,762 |
(i) Refers to tax on revenues.
(ii) Refers mainly to Social Integration Program (PIS) and Social Contribution on Revenues (COFINS) charged on financial income.
(iii) Refers to the income tax and social contribution payable.
(iv) The PagSeguro Group obtained until January 2021 court decisions to deposit the amount related to the payments in escrow for matters discussed in items "i" and "ii" and above.
21. Provision for contingencies
|
PagSeguro Group is party to labor and civil litigation in progress and are discussing such matters at the administrative and judicial levels, for which in some cases the PagSeguro Group has made corresponding judicial deposits. The likelihood of a negative outcome is assessed periodically and adjusted by management, when appropriate. Such an assessment considers the opinion of its external legal advisors.
| December 31, 2025 |
| December 31, 2024 |
Civil | 92,888 |
| 73,114 |
Labor | 115,745 |
| 41,846 |
| 208,633 |
| 114,960 |
|
|
|
|
Current | 87,291 |
| 43,820 |
Non-Current | 121,342 |
| 71,140 |
F-48
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
21. Provision for contingencies (continued)
Below it is demonstrated the movements of the provision for contingencies in the year ended December 31, 2025:
On December 31, 2023 | 97,219 |
Accrual | 106,559 |
Settlement | (35,291) |
Reversal | (60,860) |
Interest | 7,323 |
On December 31, 2024 | 114,960 |
Accrual | 164,730 |
Settlement | (54,775) |
Reversal | (23,070) |
Interest | 6,788 |
On December 31, 2025 | 208,633 |
The PagSeguro Group is party to tax and civil lawsuits involving risks classified as possible losses, for which no provision was recognized as of December 31, 2025, totaling R$1,190,874 (R$996,526 on December 31, 2024). The main tax lawsuits are disclosed below:
On October 15, 2021, Pagseguro Internet was assessed by the Brazilian Internal Revenue Service (“IRS”) for not collecting tax on financial operation ("IOF") on intercompany loans, IOF is applicable over credit transactions of any nature, including intercompany loans. The amount of this assessment was R$343,622 (R$315,403 on December 31, 2024).
The Group has presented its defense, clarifying that the transactions carried out among PagSeguro and its subsidiaries are not credit transactions. The Pagseguro Group has a centralized cash pool and, according to the law, this kind of intercompany transaction is not taxable by IOF.
Additionally, the Group has one contingency related to labor taxes in the amount of R$254,869 (R$234,120 on December 31, 2024).
|
The composition of the borrowings is as follows:
Origination date | Due date | Interest rate | December 31, 2025 | December 31, 2024 |
December, 2024 | January, 2025 | 106.6% of the CDI | - | 2,513,021 |
March, 2024 | March, 2025 | 109.9% of the CDI | - | 762,078 |
December, 2024 | February, 2025 | 105.5% of the CDI | - | 350,168 |
March, 2024 (i) | March, 2025 | 110.2% of the CDI | - | 252,287 |
December, 2024 (i) | December, 2025 | 105.0% of the CDI | - | 643,949 |
January, 2025 (i) | January, 2026 | 107.0% of the CDI | 989,076 | - |
December, 2025 | March, 2026 | 102.9% of the CDI | 800,454 | - |
December, 2025 (i) | December, 2026 | 104.5% of the CDI | 647,316 | - |
|
|
| 2,436,846 | 4,521,503 |
(i) These borrowings were contracted in pre-fixed rate and in foreign currencies, for both variables the Company contract financial derivatives for change to the CDI as mentioned in the note 28.
The borrowings balance refers to funds for working capital related to the merchant’s prepayment operation and credit underwriting. These borrowings have attractive interest rates and a substantially very short maturity date, therefore, the decision to raise funds through borrowings is based on market opportunities and financial efficiency regardless of the instrument used.
On December 31, 2025, the Group recorded the net effects of the swap derivatives designated to hedge accounting as a liability in the amount of R$85,882, basically represented by the different foreign exchange rates and interest rate volatility at the time of entering into the borrowings agreements on December 31, 2025. More details of financial instruments are presented in note 30.
F-49
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
22. Borrowings (continued)
The table below demonstrates the changes in the borrowings:
On December 31, 2023 | 189,427 |
Addition | 8,883,160 |
Payment of principal | (4,785,598) |
Interest | 234,514 |
On December 31, 2024 | 4,521,503 |
Addition | 6,198,654 |
Payment of principal | (8,504,049) |
Interest | 220,738 |
On December 31, 2025 | 2,436,846 |
23. Income tax and social contribution
|
a) Reconciliation of the deferred income tax and social contribution
| Tax losses | Tax credit | Technological innovation (i) | Other temporary differences assets (ii) | Other temporary differences liability (iii) | Total |
Deferred tax |
|
|
|
|
|
|
On December 31, 2023 | 54,236 | (4,496) | (729,868) | 484,744 | (1,537,847) | (1,733,231) |
Included in the statement of income | (33,664) | (2,248) | (131,503) | (48,690) | 192,147 | (23,958) |
Included in OCI (iv) | - | - | - | 44,442 | - | 44,442 |
Other | 21,464 | - | (2,040) | (1,253) | 86 | 18,257 |
On December 31, 2024 | 42,036 | (6,744) | (863,411) | 479,243 | (1,345,614) | (1,694,490) |
Included in the statement of income | (32,440) | (2,690) | (168,116) | 193,547 | (66,943) | (76,642) |
Included in OCI (iv) | - | - | - | 62,110 | - | 62,110 |
Other | - | - | - | 2,363 | - | 2,363 |
On December 31, 2025 | 9,596 | (9,434) | (1,031,527) | 737,263 | (1,412,557) | (1,706,659) |
Deferred tax asset |
|
|
|
|
| 86,979 |
Deferred tax liability |
|
|
|
|
| 1,793,638 |
(i) Refers to the benefit granted by the Technological Innovation Law (Lei do Bem), which reduces the tax charges on the capitalized amount intangible assets.
(ii) The main other assets temporary difference refers to expected credit losses (Note 10) and taxes and contributions (Note 20).
(iii) The main other liability temporary difference refers to gain on the ownership of FIDC quotas, that will be realized only in the redemption of such quotas.
(iv) The amount refers mainly to the tax on accounts receivable mark-to-market, more details in note 9.
Deferred taxes include the increases tax rates of Contribution of Net Income (CSLL) related to Complimentary Law No. 224/2025 resulting in an expense in the amount of R$142,305.
Deferred tax assets are recognized for tax loss carry-forward to the extent that the realization of the related tax benefit through future taxable profits is probable. Tax losses do not have expiration date.
F-50
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
23. Income tax and social contribution (continued)
b) Reconciliation of the income tax and social contribution expense
PagSeguro Group computed income tax and social contribution under the taxable income method. The following is a reconciliation of the difference between the actual income tax and social contribution expense and the expense computed by applying the Brazilian federal statutory rate during years ended December 31, 2025, 2024 and 2023.
| For the year ended December 31, | ||
| 2025 | 2024 | 2023 |
|
|
|
|
Profit for the year before taxes | 2,549,424 | 2,379,929 | 2,017,107 |
Statutory rate | 34% | 34% | 34% |
Expected income tax and social contribution | (866,804) | (809,176) | (685,816) |
Income tax and social contribution effect on: |
|
|
|
Permanent additions (exclusions) |
|
|
|
Gifts | (5,072) | (4,476) | (1,826) |
R&D and technological innovation benefit - Law 11,196/05 (i) | 311,203 | 311,666 | 193,405 |
Taxation of income abroad (ii) | 243,870 | 175,060 | 123,594 |
Recorded (unrecorded) deferred taxes | 251 | 19,777 | (9,449) |
Complimentary Law No. 224/2025 (iii) | (142,305) | - | - |
Other additions (exclusions) | 27,795 | 43,588 | 16,669 |
Income tax and social contribution expense | (431,062) | (263,561) | (363,423) |
Effective rate | 17% | 11% | 18% |
Income tax and social contribution - current | (354,272) | (261,211) | (101,846) |
Income tax and social contribution - deferred | (76,790) | (2,350) | (261,577) |
(i) Refers to the benefit granted by the Technological Innovation Law (Lei do Bem), which reduces the income tax charges, based on the amount invested by the PagSeguro Group on specific intangible assets, see note 12.
(ii) Some entities and investment funds adopt different taxation regimes according to the applicable rules in their jurisdictions, which differs from the Brazilian tax rate of 34% applied for the purpose of this note.
(iii) The amount refers to the increase in the tax rates of CSLL related to Complimentary Law No. 224/2025.
F-51
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
24. Equity
|
a) Share capital
On December 31, 2025, share capital is represented by 305,677,709 common shares, per value of US$0.000025. Share capital is composed of the following shares for the year ended December 31, 2025:
December 31, 2023 shares outstanding |
| 329.608.424 |
Treasury shares |
| 12.044.093 |
Long-Term Incentive Plan |
| 3.200.293 |
Repurchase of common shares |
| (15.244.386) |
December 31, 2024 shares outstanding |
| 329.608.424 |
Treasury shares |
| 24.119.090 |
Long-Term Incentive Plan |
| 3.067.643 |
Repurchase of common shares |
| (27.186.733) |
Share cancellation |
| (23.930.715) |
December 31, 2025 shares outstanding |
| 305.677.709 |
b) Capital reserve
The capital reserve can only be used to increase capital, offset losses, redeem, reimburse or purchase shares or pay cumulative dividends on preferred shares. For the year ended December 31, 2025, and 2024, the Group recognized the capital reserve movement related to the costs of the FIDM and FIDC in the amount of R$2,368 (R$475 on December 31, 2024) and all the LTIP/ LTIP-Goals shares were delivered with treasury shares.
c) Share based long-term incentive plan (LTIP-Goals)
LTIP-Goals was established by PagSeguro Brazil on December 18, 2018, as approved by the Company’s board of directors, modified and ratified on August 7, 2019, February 21, 2020, January 19, 2021, August 16, 2021, and December 20, 2021. Beneficiaries under the LTIP-Goals are selected by the LTIP-Goals Committee, which consists of the Company’s Chairman of the board of directors and two officers of UOL.
The unvested portions of each beneficiary’s LTIP and LTIP-Goals rights will be settled on each future annual vesting date in cash, Class A common shares or a combination of the two.
This arrangement is classified as equity settled. For the year ended December 31, 2025, the Group recognized in equity, costs related to the LTIP and LTIP-Goals in the total amount of R$112,098 (R$178,692 in the year ended December 31, 2024). On December 31, 2025, the amount of R$60,221 (R$50,810 on December 31, 2024) was accounted for LTIP and LTIP-Goals social charges, including withholding income tax (Note 19).
F-52
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
24. Equity (continued)
The maximum number of common shares that can be delivered to beneficiaries under the LTIP and LTIP-Goals may not exceed 3% and 1% per year, respectively, of the PagSeguro Group’s issued share capital at any time. For the year ended December 31, 2025, total shares delivered were 3,067,643 from treasury shares (3,200,293 for the year ended December 31, 2024) representing 0.93% of total shares (1% for the year ended December 31, 2024). Additionally total shares granted were 2,797,058 representing 0.92% of total shares.
d) OCI and equity valuation adjustments
The Group recognizes in this account the accumulated effect of the foreign exchange variation resulting from the conversion of the financial statements of the foreign subsidiaries BCPS, Pagseguro Colombia, Pagseguro Chile, Pagseguro Peru, Pagseguro Mexico and PBMX México which amounted to a gain of R$117 in the year ended December 31, 2025 (gain of R$767 in the year ended December 31, 2024). This accumulated effect will be reverted to the result of the year as gain or loss only in case of disposal or write-off of the investment.
The financial investments, LFTs acquired as part of compulsories reserves and accounts receivables mark-to-market mentioned in notes 7, 8 and 9, respectively, were classified at fair value through other comprehensive income. Unrealized gain on LFTs for the year ended December 31, 2025 totaled R$95 (gain of R$796 for the year ended December 31, 2024) and the unrealized losses in the accounts receivable mark-to-market, net of taxes, in the year ended in December 31, 2025 totaled R$120,588 (R$86,270 in the year ended December 31, 2024).
The derivative financial instruments mentioned in note 22, designated as cash flow hedge, were classified at fair value through other comprehensive income. Unrealized losses on these hedge instruments, net of taxes, in the year ended December 31, 2025, totaled R$4,588 (gain of R$2,266 in the year ended December 31, 2024).
As part of transactions completed in prior years, the PagSeguro Group also recognized in this account the difference between the book value and the amounts paid in the acquisitions of additional interests from the non-controlling shareholders of the subsidiary represented by the accumulated amount of R$22,372 (R$22,372 as of December 31, 2024).
e) Treasury shares
On August 2024, The Board of directors has authorized a share repurchase program, under which PagSeguro Digital Ltd. may repurchase up to US$200 million in outstanding Class A common shares. The former program (announced in 2018) was concluded after the repurchase of a total amount of US$250 million in Class A common shares.
On May 29, 2025, The Board of directors has authorized its third share repurchase program, under which PagSeguro Digital Ltd. may repurchase up to US$ 200 million in outstanding Class A common shares. The former program (announced in August 2024) was concluded after the repurchase of a total amount of US$200 million in Class A common shares. The new repurchase program will go into effect immediately and does not have a fixed expiration date.
The Company’s management is responsible for defining the timing and the number of shares to be acquired, within authorized limits.
F-53
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
24. Equity (continued)
On May 13, 2025, the Company’s Board of Directors approved the cancellation of 23,930,715 common shares held in treasury, in the total amount of R$1,208,680. As a result of cancellation PagSeguro’s share capital will be comprised of 305,677,709.
Treasury shares are composed of the following shares for the year ended:
Repurchase shares |
| Shares |
| Amount |
| Average Price (US$) |
December 31, 2023 treasury shares |
| 13,739,418 |
| 760,318 |
| 10.51 |
|
|
|
|
|
|
|
Repurchase of common shares |
| 15,244,386 |
| 784,459 |
| 8.93 |
Long-term incentive plan |
| (3,200,293) |
| (177,099) |
| 10.51 |
December 31, 2024 treasury shares |
| 25,783,511 |
| 1,367,677 |
| 9.58 |
|
|
|
|
|
|
|
Repurchase of common shares |
| 27,186,733 |
| 1,330,183 |
| 8.82 |
Long-term incentive plan |
| (3,067,643) |
| (159,803) |
| 9.58 |
Share cancellation |
| (23,930,715) |
| (1,208,680) |
| 8.98 |
December 31, 2025 treasury shares |
| 25,971,886 |
| 1,329,377 |
| 9.34 |
f) Dividends
On May 13, 2025 the Company’s Board of Directors approved the first payment of dividend of US$0.14 per common share of the Company. The dividends were paid on September 6, 2025, totaling R$236,037, being R$94,920 to controlling shareholders and R$141,117 to third-party shareholders.
On June 13, 2025 the Company’s Board of Directors approved the second payment of dividend of US$0.12 per common share of the Company. The dividends were paid on August 13, 2025, totaling R$195,164, being R$81,200 to controlling shareholders and R$113,964 to third-party shareholders.
On September 3, 2025 the Company’s Board of Directors approved the third payment of dividend of US$0.12 per common share of the Company. The dividends were paid on October and November, 2025, totaling R$185,854, being R$76,650 to controlling shareholders and R$109,204 to third-party shareholders.
On December 30, 2025 the Company’s Board of Directors approved the fourth payment of dividend of US$0.12 per common share of the Company, in the amount of R$184,686, being R$83,594 to controlling shareholders and R$101,093 to third-party shareholders. The provision is an estimate subject to fluctuations caused by the exchange rate at the payment date and the final amount was R$171,985 as disclosed in note 33.
25. Earnings per share
|
a) Basic
Basic earnings per share is calculated by dividing net income attributable to equity holders of PagSeguro Digital by the weighted average number of common shares issued and outstanding during years ended December 31, 2025, 2024 and 2023:
| For the year ended December 31, | ||
| 2025 | 2024 | 2023 |
Profit attributable to stockholders of the Company | 2,118,362 | 2,116,368 | 1,653,684 |
Weighted average number of outstanding common shares (thousands) | 295,198,455 | 316,096,185 | 321,806,480 |
Basic earnings per share - R$ | 7.1761 | 6.6953 | 5.1387 |
F-54
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
25. Earnings per share (continued)
b) Diluted
Diluted earnings per share are calculated by dividing net income attributable to equity holders of PagSeguro Digital by the weighted average number of common shares outstanding during the period plus the weighted average number of common shares that would be issued on conversion of all dilutive potential common shares into common shares. The shares in the LTIP and LTIP-Goals are the only shares with potential dilutive effect. In this case, a calculation is done to determine the number of shares that could have been acquired at fair value.
| For the year ended December 31, | ||
| 2025 | 2024 | 2023 |
Profit used to determine diluted earnings per share | 2,118,362 | 2,116,368 | 1,653,684 |
Weighted average number of outstanding common shares (thousands) | 295,198,455 | 316,096,185 | 321,806,480 |
Weighted average number of shares that would have been issued at average market price | 2,669,403 | 3,415,235 | 2,149,097 |
Weighted average number of common shares for diluted earnings per share (thousands) | 297,867,858 | 319,511,419 | 323,955,577 |
| 7.1118 | 6.6238 | 5.1047 |
The weighted average number of outstanding common shares decreased due to the repurchase of common shares (treasury shares).
26. Total revenue and income
|
| For the year ended December 31, | ||
| 2025 | 2024 | 2023 |
Gross amount from transaction activities and other services (i) | 9,419,128 | 10,352,228 | 10,241,654 |
Gross financial amount (ii) | 11,888,127 | 9,391,519 | 6,858,109 |
Gross other financial amount (iii) | 944,501 | 699,333 | 402,394 |
Total gross amount | 22,251,756 | 20,443,080 | 17,502,157 |
|
|
|
|
Deductions from gross amount from transactions activities and other services (iv) | (1,260,474) | (1,168,946) | (1,214,412) |
Deductions from gross financial amount (v) | (303,521) | (241,092) | (205,063) |
Deductions from gross other financial amount (vi) | (277,249) | (223,410) | (134,281) |
Total deductions from gross amount | (1,841,244) | (1,633,448) | (1,553,756) |
Total revenue and income | 20,410,512 | 18,809,632 | 15,948,401 |
(i) Includes mainly intermediation fee, membership fee and credit operations revenues.
(ii) Includes income from early payment of notes payable to third parties.
(iii) Includes (a) interest of financial investments and (b) gain on exchange variation.
(iv) Deductions consist of transactions taxes.
(v) Deductions consist of taxes on financial income.
(vi) Deductions consist of taxes on other financial income.
F-55
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
27. Expenses by nature
|
| For the year ended December 31, | ||
| 2025 | 2024 | 2023 |
|
|
|
|
Transactions costs (i) | (6,996,522) | (7,198,093) | (5,956,108) |
Marketing and advertising | (868,803) | (858,321) | (580,667) |
Personnel expenses (ii) | (1,327,458) | (1,421,253) | (1,122,128) |
Financial costs (iii) | (5,228,792) | (3,746,688) | (3,269,556) |
Chargeback (iv) | (251,645) | (345,799) | (426,740) |
Credit loss allowance expenses (v) | (129,293) | (110,280) | (109,308) |
Depreciation and amortization (vii) | (1,807,514) | (1,600,932) | (1,355,653) |
Other (vi) | (1,251,061) | (1,148,337) | (1,111,134) |
| (17,861,088) | (16,429,703) | (13,931,294) |
|
|
|
|
Classified as: |
|
|
|
Cost of services | (9,696,094) | (9,543,315) | (8,132,580) |
Selling expenses | (1,644,852) | (1,749,310) | (1,320,508) |
Credit loss allowance expenses (v) | (129,293) | (110,280) | (109,308) |
Administrative expenses | (860,966) | (972,251) | (732,689) |
Financial costs (iii) | (5,228,792) | (3,746,688) | (3,269,556) |
Other income (expenses), net | (301,091) | (307,859) | (366,653) |
| (17,861,088) | (16,429,703) | (13,931,294) |
(i) Transactions costs are mainly composed by costs related to interchange fees of card issuers and card scheme fees.
(ii) Personnel expenses includes compensation expenses in the amount of R$76,888 related to the LTIP-Goals for the year ended December 31, 2025 (R$149,415 and R$109,901 for the years ended December 31, 2024 and 2023, respectively). Personnel expenses, include capitalization of LTIP-Goals in the amount of R$ R$93,937 in the year ended December 31, 2025 (R$98,767 and R$89,223 in the years ended December 31, 2024 and 2023, respectively).
(iii) Relates to: (i) the early collection of receivables, which amounted to R$497,875 year ended December 31, 2025 (R$491,654 and R$953,509 in the years ended December 31, 2024 and 2023, respectively), (ii) interest of deposits and banking accounts which amounted to R$3,996,267 in the year ended December 31, 2025 (R$2,866,126 and R$2,060,109 years ended December 31, 2024 and 2023, respectively), (iii) interest of borrowings which amounted to R$220,739 in the year ended December 31, 2025 (R$174,941 and R$15,208 in the years ended December 31, 2024 and 2023, respectively) and (iv) interest of FIDC quota holders which amounted to R$169,470 in the year ended December 31, 2025 (R$32,398 and R$15,622 in the years ended December 31, 2024 and 2023, respectively).
(iv) Chargeback refer to amounts recognized during the year ended December 31, 2025 related to: (i) card processing operations (acquiring and issuing) and losses on digital accounts in the amount of R$251,645 in the year ended in December 31, 2025 (compared to R$345,798 and R$393,869 in the years ended December 31, 2024 and 2023, respectively).
(v) Credit loss allowance expenses of credit portfolio in the amount of R$129,293 in the year ended in December 31, 2025 (R$110,280 and R$109,308 in the years ended December 31, 2024 and 2023, respectively) as disclosed in statements of income.
(vi) For the year ended on December 31, 2025, the amount is impacted by R$156,079 (R$163,891 and R$ 246,770 for the years ended December 31, 2024 and 2023, respectively) related to provision of POS devices, as described in note 13. The increase in Other is mainly impacted by higher consumption of software, cloud and consulting services which amounted to R$824,081 in the year ended December 31, 2025 (R$712,212 and R$607,533 in the years ended December 31, 2024 and 2023, respectively).
F-56
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
27. Expenses by nature (continued)
(vii) Depreciation and amortization amounts incurred in the year are segregated between costs and expenses as presented below:
| For the year ended December 31, | ||
| 2025 | 2024 | 2023 |
Depreciation
|
|
|
|
Cost of services (i) | (865,195) | (810,122) | (715,293) |
Selling expenses | (8,636) | (2,046) | (198) |
Administrative expenses | (27,667) | (26,206) | (28,331) |
| (901,498) | (838,374) | (743,822) |
Amortization |
|
|
|
Cost of services | (966,553) | (806,229) | (642,017) |
Administrative expenses (ii) | (24,006) | (27,301) | (27,000) |
| (990,559) | (833,530) | (669,017) |
|
|
|
|
PIS and COFINS credits (iii) | 84,543 | 70,972 | 57,186 |
|
|
|
|
Depreciation and amortization expense, net | (1,807,514) | (1,600,932) | (1,355,653) |
(i) The depreciation of POS in the year ended December 31, 2025 amounted to R$831,366 (R$773,048 and R$695,685 in the years ended December 31, 2024 and 2023, respectively).
(ii) Included in this amount are LTIP-Goals in the amount of R$R$66,718 in the year ended December 31, 2025 (R$R$57,812 and 46,356 for the years ended December 31, 2024 and 2023, respectively). Additionally, has assets amortizations of acquired companies in the amount of R$19,686 in the year ended December 31, 2025 (R$21,633 and R$19,778 in the years ended December 31, 2024 and 2023, respectively).
(iii) PagSeguro Brazil has a tax benefit on PIS and COFINS that allows it to reduce the depreciation and amortization over some operational expenses when incurred. This tax benefit is recognized directly as a reduction of depreciation and amortization expenses.
28. Financial instruments by category
|
The PagSeguro Group estimates the fair value of its financial instruments using available market information and appropriate valuation methodologies for each situation.
The interpretation of market data, as regards the choice of methodologies, requires considerable judgment and the establishment of estimates to reach an amount considered appropriate for each situation. Therefore, the estimates presented may not necessarily indicate the amounts that could be obtained in the current market. The use of different hypotheses to calculate market value or fair value may have a material impact on the amounts obtained. The assets and liabilities presented in this note were selected based on their relevance.
The PagSeguro Group believes that the financial instruments recognized in these consolidated financial statements at their carrying amount are substantially similar to their fair value. However, since they do not have an active market (except for the LFT included in financial investments, which is actively traded in the market), variations could occur in the event the PagSeguro Group were to decide to settle or realize them in advance.
F-57
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
28. Financial instruments by category (continued)
The PagSeguro Group classifies its financial instruments into the following categories:
December 31, 2025 | December 31, 2024 | |
Financial assets |
|
|
Amortized cost: |
|
|
Cash and cash equivalents | 1,857,507 | 927,668 |
Financial investments | 534,744 | 362,979 |
Accounts receivables | 51,776,484 | 54,831,460 |
Credit portfolio | 4,206,367 | 3,152,793 |
Compulsory reserve | 4,175,529 | 4,627,645 |
Other receivables | 365,465 | 284,367 |
Judicial deposits | 116,220 | 79,591 |
Receivables from related parties | 25,902 | 31,849 |
Fair value through other comprehensive income |
|
|
Accounts receivables | 4,284,940 | 1,819,020 |
Financial investments | 55,270 | 124,945 |
Compulsory reserve | 96,051 | 133,759 |
Derivative financial instruments | 4,894 | 58,470 |
Fair value through profit or loss |
|
|
Derivative financial instruments | 30 | - |
| 67,499,403 | 66,434,546 |
|
|
|
Financial liabilities | December 31, 2025 | December 31, 2024 |
Amortized cost: |
|
|
Payables to third parties | 10,893,747 | 11,642,218 |
Obligations to FIDC quota holders | 1,171,463 | 1,151,384 |
Checking Accounts | 12,243,699 | 12,030,573 |
Trade payables | 606,743 | 663,229 |
Dividends payables | 184,686 | - |
Payables to related parties | 780,398 | 1,131,246 |
Banking Issuances | 28,427,994 | 24,089,234 |
Borrowings | 2,436,846 | 4,521,503 |
Deferred revenue | 109,980 | 145,428 |
Other liabilities | 106,694 | 198,734 |
Fair value through profit or loss |
|
|
Derivative financial instruments | 33,175 | 67,181 |
Fair value through other comprehensive income |
|
|
Derivative financial instruments | 90,776 | 2,788 |
| 57,086,201 | 55,643,518 |
F-58
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
29. Financial risk management
|
PagSeguro Group's activities expose it to a variety of financial risks: market risk, fraud risk (chargeback), credit risk and liquidity risk. The PagSeguro Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the PagSeguro Group’s financial performance.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. In the Pagseguro Group, market risk comprises interest rate risk,foreign currency risk and other price risk, such as equity price risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Pagseguro Group's exposure to the risk of changes in market interest rates arises primarily from financial investments and deposits both subject to variable interest rates, principally the CDI rate. The Pagseguro Group conducted a sensitivity analysis for the following twelve month of the interest rate risks to which the financial instruments are exposed as of December 31, 2025. For this analysis, the Pagseguro Group adopted three different scenarios: (i) maintenance of current rate of 14.90% of CDI, (ii) decrease of the rate to 12.15% of CDI, considered by management as the probable scenario and (iii) simulated scenario, where the rate reduces only to 13.90% of CDI. As a result, financial income (with respect to financial investments) and financial expenses (with respect to certificate of deposit, corporate securities, banking accounts and interbank deposits) would be impacted as follows:
Transaction | Interest rate risk | Book Value | Scenario with maintaining of CDI (14.90%) | Probable scenario with decrease of CDI 12.15% | Simulated scenario with decrease to 13.90% |
Short-term investment | 100% of CDI | 588,259 | 87,651 | 71,473 | 81,768 |
Financial investments | 100% of CDI | 590,014 | 87,912 | 71,687 | 82,012 |
Compulsory reserve | 100% of CDI | 4,271,581 | 636,466 | 518,997 | 593,750 |
Certificate of Deposit | 103% of CDI | 16,401,956 | (2,517,208) | (2,052,623) | (2,348,268) |
Certificate of Deposit - related party | 105% of CDI | 728,300 | (113,942) | (92,913) | (106,295) |
Interbank deposits | 107% of CDI | 12,026,038 | (1,917,311) | (1,563,445) | (1,788,633) |
Checking Accounts | 46% of CDI | 12,243,699 | (839,183) | (684,300) | (782,862) |
Borrowings | 105% of CDI | 2,436,846 | (381,245) | (310,881) | (355,658) |
Obligations to FIDC quota holders | 107% of CDI | 1,171,463 | (186,766) | (152,296) | (174,232) |
Total |
|
| (5,143,627) | (4,194,301) | (4,798,418) |
Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Pagseguro Group’s exposure to the risk when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency. The Company’s risk is mainly related to POS purchases and dividends, which are negotiated in US dollars. The Pagseguro Group conducted a sensitivity analysis for the following twelve months of the foreign exchange rate risks to POS purchases and dividends as of December 31, 2025. For this analysis, the Pagseguro Group adopted three different scenarios: (i) maintenance of foreign exchange of R$5.50 per USD1.00, (ii) decrease 10% to R$4.95 per USD1.00 and (iii) increase 10% to R$6.05 per USD1.00:
Transaction | Exchange rate | Book Value (USD) | Maintaining exchange rate | Decrease of 10% | Increase of 10% |
POS Purchases | 5.50 | 149,568 | 822,622 | 740,359 | 904,884 |
Dividends | 5.50 | 33,565 | 184,686 | 166,145 | 203,066 |
Total |
|
| 1,007,309 | 906,504 | 1,107,950 |
F-59
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
29. Financial risk management (continued)
Pagseguro Tecnologia, BCPS, PSGP Mexico, PBMX Mexico, Pagseguro Colombia, Pagseguro Chile and Pagseguro Peru have not material revenues in other currencies; cash and cash equivalents maintained in other countries foreign currency exposure generated in companies like PagSeguro Colombia, PagSeguro Chile, are being hedged through a non-derivative forward.
Equity price risk
The Pagseguro Group’s non-listed equity investments are susceptible to market price risk arising from uncertainties about future values of the investment. As of December 31, 2025, and December 31, 2024, the exposure to equity prices from such investments was not material.
Fraud risk (chargeback)
The PagSeguro Group's sales transactions are susceptible to potentially fraudulent or improper sales and it uses the following two processes to control the fraud risk:
(i) The first process consists of monitoring, on a real time basis, the transactions carried out with credit and debit cards and payment slips, through an anti-fraud system. This process approves or rejects suspicious transactions at the time of the authorization, based on statistical models that are revised on a periodic basis.
(ii) The second process detects chargebacks and disputes not identified by the first process. This is a supplemental process and increases the PagSeguro Group's ability to avoid new frauds. PagSeguro’s expenses with chargebacks are disclosed in note 27.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Pagseguro Group’s is exposed to credit risk from its operating activities (primarily accounts receivable) and from its financing activities, including deposits with banks and financial institutions, and other financial instruments such as loans and credit card receivables with the Company’s customers.
Credit risk is managed on a group basis and for its accounts receivable is limited to the possibility of default by: (a) the card issuers, which have the obligation of transferring to the credit and debit card labels the fees charged for the transactions carried out by their card holders, (b) the acquirers, which are used by the PagSeguro Group’s to approve transactions with the issuers and (c) analyses for the customers background to provide access to credit portfolio.
In order to mitigate this risk, PagSeguro Brazil has established a Credit Committee, whose responsibility is to assess the level of risk of each of the card issuers served by PagSeguro Group, classifying them into three groups:
(i) Card issuers with a low level of risk, with credit ratings assigned by FITCH, S&P and Moody's, which do not require additional monitoring; and
(ii) Card issuers with a medium level of risk, which are also monitored in accordance with the financial metrics and ratios; and
(iii) Card issuers with a high level of risk, which are assessed by the committee at monthly meetings.
F-60
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
29. Financial risk management (continued)
As of December 31, 2025, management assessed the risk related to receivables from transactions originated by card issuers under potential liquidity scenarios and concluded that there was no material impact on the financial statements.
PagSeguro Group has a rating process for loans and credit, based on statistical application models (in the early stages of customer relationships) and behavior scoring (used for customers who already have a relationship history). A process for designing, calibrating, and implementing policies and guidelines for granting credit and calibrating collection rules.
A process for monitoring the portfolio’s risk profile, with a prospective view, which generates early warning feedbacks to the credit granting policies and risk classification models in a timely manner.
Liquidity risk
The PagSeguro Group manages liquidity risk by maintaining reserves, bank and credit lines in order to obtain borrowings, when deemed appropriate. The PagSeguro Group continuously monitors actual and projected cash flows and matches the maturity profile of its financial assets and liabilities to ensure that the PagSeguro Group has enough funds to honor its obligations to third parties and meet its operational needs.
The PagSeguro Group invests surplus cash in interest-bearing financial investments, choosing instruments with appropriate maturity or enough liquidity to provide adequate margin as determined by the forecasts. On December 31, 2025, PagSeguro Group held cash and cash equivalents of R$1,857,507 (R$927,668 on December 31, 2024).
The table below shows the PagSeguro Group’s non-derivative financial liabilities divided into the relevant maturity group based on the remaining period from the balance sheet date and the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
| Due within 30 days |
| Due within 31 to 120 days |
| Due within 121 to 180 days |
| Due within 181 to 360 days |
| Due to 361 days or more days |
|
|
|
|
|
|
|
|
|
|
On December 31, 2025 |
|
|
|
|
|
|
|
|
|
Payables to third parties | 5,729,412 |
| 3,372,414 |
| 834,467 |
| 901,523 |
| 55,931 |
Checking accounts | 12,396,746 |
| - |
| - |
| - |
| - |
Obligations to FIDC quota holders | - |
| - |
| - |
| 1,312,478 |
| - |
Trade payables | 603,861 |
| 2,462 |
| 209 |
| 210 |
| - |
Payables to related parties | - |
| 52,100 |
| - |
| 278,954 |
| 531,282 |
Borrowings | 1,002,056 |
| 831,968 |
| - |
| 101,942 |
| - |
Banking issuances | 5,771,704 |
| 6,425,307 |
| 2,671,573 |
| 5,068,113 |
| 10,944,810 |
| 25,515,271 |
| 10,684,251 |
| 3,506,250 |
| 7,663,220 |
| 11,532,022 |
|
|
|
|
|
|
|
|
|
|
On December 31, 2024 |
|
|
|
|
|
|
|
|
|
Payables to third parties | 7,408,721 |
| 2,902,945 |
| 607,624 |
| 638,359 |
| 84,570 |
Checking accounts | 12,153,386 |
| - |
| - |
| - |
| - |
Obligations to FIDC quota holders | - |
| - |
| - |
| 147,729 |
| 1,151,767 |
Trade payables | 590,500 |
| 72,092 |
| 347 |
| 291 |
| - |
Trade payables to related parties | - |
| 70,285 |
| - |
| 50,460 |
| 1,142,913 |
Borrowings | 2,540,481 |
| 1,409,264 |
| - |
| 707,278 |
| - |
Banking issuances | 4,337,470 |
| 5,435,056 |
| 806,348 |
| 2,603,457 |
| 12,943,828 |
| 27,030,557 |
| 9,889,642 |
| 1,414,319 |
| 4,147,573 |
| 15,323,079 |
F-61
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
29. Financial risk management (continued)
Social, environmental and climate risks
Social, environmental, and climate risks are the possibility of losses due to exposure to events of social, environmental and/or climate origin related to the activities carried out by the PagSeguro Group. Management evaluated the social, environmental and climate factors in which its businesses are inserted and considers them to have a low impact on the creation of shared value in the short, medium, and long term.
Despite this, PagSeguro adopts a Social, Environmental, and Climate Responsibility Policy (PRSAC) that guides its decision-making and integrates sustainable practices across its operations. This policy consolidates the principles and standards that shape the company’s approach to social, environmental, and climate-related matters, ensuring these considerations are embedded in the development of products and services as well as in its interaction with customers, partners, and other key stakeholders.
To mitigate social, environmental and climate risks, actions are carried out to analyze processes, risks and controls, follow up on new rules related to the topic and record occurrences in internal systems. In addition to identification, the stages of prioritization, risk response, mitigation, monitoring and reporting of assessed risks complement the management of this risk at the PagSeguro Group.
30. Derivative financial instruments designated to hedge accounting
|
Pagseguro Group trades derivative financial instruments (SWAPs and NDFs) to manage its overall exposures (foreign currency, inflation index and interest rate).
i) Cash flow hedge
In December 2024, PagSeguro Group entered in a EU€100 million borrowing agreement, with a maturity of one-year from the execution date and the payment was made with a single instalment in December 2025 as mentioned in note 22.
In January 2025 and December 2025, the PagSeguro Group entered in borrowings agreements of EU€150 million with prefixed rate of 4.08% and EU€110 million with prefixed rate of 3.15%, respectively, with a maturity of one-year from the execution date and the payments will be made with a single instalment as the due date as mentioned in note 22. In both operations, the Company contracted into a swaps, with the specific objective to protect said borrowings from fluctuations arising from exchange variation, changing both the risk of exchange and prefixed rates to CDI, since the Company's strategy is to control all its financial assets and liabilities through the CDI. All the amounts are covered with the derivatives and the same due date is applied. The Company does not have any reclassified amount to P&L from OCI in the year end December, 31, 2025.
In December 2025, PagSeguro Group contracted a Non-deliverable forward (“NDF”) with the specific objective to protect some of the POS acquisitions from fluctuation arising from exchange variation, changing the risk from dollars to reais BRL.
F-62
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
30. Derivative financial instruments designated to hedge accounting (continued)
Below is the composition of the derivative financial instrument’s portfolio by type of instrument, asset value, liability value and fair value, financial instrument and MTM registered in OCI:
December 31, 2025 | ||||
Risk factor | Liabilities (i) | Financial instruments (ii) | Fair value | MTM |
Swap of currency EU€ 110M | (647,386) | (8,266) | (4,384) | (3,882) |
Swap of currency EU€ 150M | (992,375) | (30,285) | (26,437) | (3,848) |
NDF of currency USD | (213,324) | 4,464 | - | 4,464 |
|
|
|
|
|
December 31, 2024 | ||||
Risk factor | Liabilities (i) | Financial instruments (ii) | Fair value | MTM |
Swap of currency EUR | (644,960) | 2,437 | 7,024 | (4,587) |
Swap of currency USD | (253,098) | 55,467 | 47,760 | 7,707 |
(i) The amounts include taxes that were presented in taxes and contributions.
(ii) In the balance sheet the amounts presented in derivative financial instruments include others financial instruments not-designated to hedge accounting.
ii) Fair value hedge
The PagSeguro Group issued certificates of deposits with fixed interest rates. For these certificates of deposits, the Group entered into swaps with the specific objective of protecting said deposits from fluctuations arising from inflation and high interest rates, exchange them for CDI rates. All the amounts, which include principal and interest, are covered and the same due dates are applied. Below is the composition of the derivative financial instrument portfolio by type of instrument, liability value and fair value, financial instrument and MTM registered in profit and loss.
| December 31, 2025 | |||
| Asset (Liability) | Financial instruments (i) | Fair value | MTM |
Payroll loans | 302,060 | 4 | (5,773) | 5,777 |
Fixed rated CDB | (9,449,998) | (36,690) | (59,291) | 22,601 |
|
|
|
|
|
| December 31, 2024 | |||
| Asset (Liability) | Financial instruments (i) | Fair value | MTM |
Payroll loans | 697,913 | 2,025 | (694) | 2,719 |
Fixed rated CDB | (9,887,820) | (57,453) | (29,178) | (28,275) |
(i) In the balance sheet the amounts presented in derivative financial instruments include others financial instruments not-designated to hedge accounting.
The structure of risk limits is extended to the risk factor level, where specific limits aim at improving the monitoring and understanding processes, as well as avoiding concentration of these risks, additionally, as the main financial assets and financial liabilities of the Group are measured by CDI, the PagSeguro Group’s strategy is to change any other risk factors to CDI. The PagSeguro Group undertakes risk management through the economic relationship between hedge instruments and hedged item, in which it is expected that these instruments will move in opposite directions, in the same proportions, with the aim of neutralizing the risk factors. The Group performs the hedging account effectiveness as each reporting date test and for the year ended December 31, 2025 and 2024, these tests were effective.
F-63
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
31. Non-cash transactions
|
| For the year ended December 31, | ||
| 2025 | 2024 | 2023 |
Non-cash operation activities |
|
|
|
MTM of financial assets | (182,677) | (82,437) | (176) |
Share cancellation | 1,208,680 | - | - |
Distribution of LTIP with treasury shares | 159,803 | 177,099 | 114,444 |
|
|
|
|
Non-cash investing activities |
|
|
|
Property and equipment acquired through lease | 10,719 | 8,660 | 53,643 |
32. Fair value measurement
|
Fair value is the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. A three-level hierarchy is used to measure fair value, as shown below:
● Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.
● Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
● Level 3 - Inputs for the assets and liabilities that are not based on observable market data (that is, unobservable inputs).
The PagSeguro Group believes that the financial instruments recognized in these consolidated financial statements at their carrying amount are substantially similar to its fair value. Regarding financial assets, they are comprised by accounts receivable from credit/debit card issuers and acquirers originated from transactions through PagSeguro Group payment platform comprised of transactions approved by large financial institutions in the normal course of business. The financial investments are represented by government bonds with quoted prices in an active market and recognized in the balance sheet based on its fair value.
Financial liabilities are mostly represented by deposits and short-term payables to merchants which are paid in accordance with the contract set out with the merchant and other short-term payables to service providers in the normal course of business and, as such, also approximate from their fair values. There were no transfers between Levels 1, 2 and 3 in 2025.
F-64
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
32. Fair value measurement (continued)
The following table provides the fair value measurement hierarchy of PagSeguro Group's financial assets and financial liabilities as of December 31, 2025:
| Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) |
Financial assets |
|
|
|
Cash and cash equivalents | - | 1,857,507 | - |
Financial investments | 195,565 | 394,403 | - |
Compulsory reserve | 4,271,581 | - | - |
Accounts receivable | - | 56,061,414 | - |
Derivatives financial instruments | - | 4,206,368 | - |
Credit portfolio | - | 4,924 | - |
Other receivables | - | 365,465 | - |
Judicial deposits | - | 116,220 | - |
Receivables from related parties | - | 25,902 | - |
Financial liabilities |
|
|
|
Payables to third parties | - | 10,893,747 | - |
Checking Accounts | - | 12,243,699 | - |
Obligations to FIDC quota holders | - | 1,171,463 | - |
Trade payables | - | 606,743 | - |
Payables to related parties | - | 780,398 | - |
Dividends to be paid | - | 184,686 | - |
Banking Issuances | - | 28,427,994 | - |
Borrowings | - | 2,436,846 | - |
Derivative Financial Instruments | - | 123,951 | - |
Deferred revenue | - | 109,980 | - |
Other liabilities | - | 106,693 | - |
| December 31, 2024 | ||
| Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) |
Financial assets |
|
|
|
Cash and cash equivalents | 27,730 | 899,938 | - |
Financial investments | 124,945 | 362,979 | - |
Compulsory reserve | 4,761,404 | - | - |
Accounts receivable | - | 56,650,480 | - |
Credit portfolio | - | 3,152,793 | - |
Derivative financial instruments | - | 58,470 | - |
Other receivables | - | 284,367 | - |
Judicial deposits | - | 79,591 | - |
Receivables from related parties | - | 31,849 | - |
Financial liabilities |
|
|
|
Payables to third parties | - | 11,642,218 | - |
Checking accounts | - | 12,030,573 | - |
Obligations to FIDC quota holders | - | 1,151,384 | - |
Trade payables | - | 663,229 | - |
Payables to related parties | - | 1,131,246 | - |
Deposits | - | 24,089,234 | - |
Derivative financial instruments | - | 4,521,503 | - |
Borrowings | - | 69,969 | - |
Deferred revenue | - | 145,428 | - |
Other liabilities | - | 198,734 | - |
F-65
PagSeguro Digital Ltd. |
|
| |
Notes to the financial statements | |
As of December 31, 2025 | |
(All amounts in thousands of reais unless otherwise stated) | |
33. Subsequent events
|
In January 2026 the PagSeguro Group paid R$961,658 related to a borrowing contracted in January 2025. Also, in February 2026 the Group contracted a new borrowing in the amount of R$620,690 with an interest rate of 106% of the CDI and maturity of one year from execution date.
In January and February 2026, the PagSeguro Group repurchased 2,970,972 shares in the total amount of R$162,203 and the average price of U$10.79.
In February the Board of Directors approved the immediate cancelation of 15,000,000 common shares held in treasury. As a result of cancellation PagSeguro’s share capital will be comprised of 170,218,201 Class A common shares (including 11,158,370 shares held in treasury) and 120,459,508 Class B common shares, totaling 290,677,709 common shares.
In February 2026 the PagSeguro Group delivered 2,784,488 shares from treasury shares in connection with the LTIP-Goals.
In February 2026 the PagSeguro Group paid the total amount of R$171,985 related to dividends being R$97,548 to controlling shareholders and R$74,437 to third-party shareholders, respectively.
On March 1, 2026, PagSeg incorporated CDS, TILIX and Pag Participações, and PagSeguro Tecnologia incorporated Biva Serviços.
F-66
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED
I, Ricardo Dutra da Silva, certify that:
1. I have reviewed this annual report on Form 20-F of PagSeguro Digital Ltd. (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Date: June 3, 2026
By: | /s/ Ricardo Dutra da Silva |
| Name: Ricardo Dutra da Silva Title: Principal Executive Officer |
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED
I, Gustavo Bahia Gama Sechin, certify that:
1. I have reviewed this annual report on Form 20-F of PagSeguro Digital Ltd. (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Date: June 3, 2026
By: | /s/ Gustavo Bahia Gama Sechin |
| Name: Gustavo Bahia Gama Sechin Title: Chief Financial Officer and Chief Accounting Officer |
Exhibit 13.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of PagSeguro Digital Ltd. (the “Company”) does hereby certify, to such officer’s knowledge, that:
(i) The Annual Report on Form 20-F for the year ended December 31, 2025 of the Company (“Form 20-F”), as filed with the U.S. Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 3, 2026
By: | /s/ Ricardo Dutra da Silva |
| Name: Ricardo Dutra da Silva Title: Principal Executive Officer |
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of PagSeguro Digital Ltd. (the “Company”) does hereby certify, to such officer’s knowledge, that:
(i) The Annual Report on Form 20-F for the year ended December 31, 2025 of the Company (“Form 20-F”), as filed with the U.S. Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 3, 2026
By: | /s/ Gustavo Bahia Gama Sechin |
| Name: Gustavo Bahia Gama Sechin Title: Chief Financial Officer and Chief Accounting Officer |
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-223508) of PagSeguro Digital Ltd. of our report dated March 2, 2026 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F/A.
/s/ PricewaterhouseCoopers Auditores Independentes Ltda.
São Paulo, Brazil
June 3, 2026