PAX 6-K
Patria Investments Ltd (PAX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-39911
Patria Investments Limited
(Exact name of registrant as specified in its charter)
60 Nexus Way, 4th floor,
Camana Bay, PO Box 757, KY1-9006
Grand Cayman, Cayman Islands
+1 345 640 4900
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F |
X |
Form 40-F |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Patria Investments Limited | |||||
| By: | /s/ Raphael Denadai | ||||
| Name: | Raphael Denadai | ||||
| Title: | Chief Financial Officer | ||||
Date: July 27, 2026
TABLE OF CONTENTS
| EXHIBIT | |
| 99.1 | Patria Investments Limited – Condensed Consolidated Statement of Comprehensive Income (unaudited) for the three-month periods ended March 31, 2026, and 2025 |
Exhibit 99.1
| Patria Investments Limited |
| Condensed Consolidated Statement of Financial Position(unaudited) |
| As of March 31, 2026, and December 31, 2025 |
| (In thousands of United States dollars - US$, except earnings per share) |
| Unaudited | Unaudited | |||||||||||
| Assets | Notes | 03/31/2026 | 12/31/2025 | Liabilities and equity | Notes | 03/31/2026 | 12/31/2025 | |||||
| Cash and cash equivalents | 6 | 50,881 | 53,601 | Client funds payable | 7 | 25,412 | 25,868 | |||||
| Short term investments | 12(a) | 35,970 | 35,111 | Consideration payable from acquisition | 21(b) | 126,924 | 118,459 | |||||
| Client funds on deposit and receivable | 7 | 25,412 | 25,868 | Personnel and related contributions payable | 15 | 46,800 | 58,147 | |||||
| Accounts receivable | 8 | 216,804 | 118,576 | Taxes payable | 17 | 15,499 | 12,037 | |||||
| Project advances | 9 | 13,702 | 12,270 | Carried interest allocation | 23(a) | 22,148 | 19,330 | |||||
| Other current assets | 10 | 15,141 | 16,058 | Loans | 16 | 255,120 | - | |||||
| Recoverable taxes | 11 | 8,980 | 9,307 | Energy trading contracts | 12(c) | 107,610 | 117,423 | |||||
| Energy trading contracts | 12(c) | 129,260 | 133,281 | Other financial instruments | 12(c) | 3,952 | - | |||||
| Other financial instruments | 12(c) | - | 1,194 | Other current liabilities | 18 | 202,800 | 63,747 | |||||
| Current assets | 496,150 | 405,266 | Current liabilities | 806,265 | 415,011 | |||||||
| Accounts receivable | 8 | 95,586 | 95,392 | Energy trading contracts | 12(c) | 33,929 | 32,456 | |||||
| Deferred tax assets | 19 | 19,807 | 20,749 | Consideration payable from acquisition | 21(b) | 105,307 | 65,975 | |||||
| Other non-current assets | 10 | 14,113 | 10,068 | Carried interest allocation | 23(a) | 6,705 | 8,315 | |||||
| Long-term investments | 12(b) | 47,126 | 44,527 | Loans | 16 | - | 174,868 | |||||
| Energy trading contracts | 12(c) | 49,345 | 46,217 | Gross obligation under put option | 21(c) | 56,762 | 24,577 | |||||
| Property and equipment | 13 | 44,428 | 42,367 | Other non-current liabilities | 18 | 87,243 | 88,125 | |||||
| Intangible assets | 14 | 1,006,252 | 824,151 | Deferred tax liabilities | 19 | 59,511 | 52,363 | |||||
| Other financial instruments | 12(c) | 6,749 | 6,372 | |||||||||
| Non-current assets | 1,283,406 | 1,089,843 | Non-current liabilities | 349,457 | 446,679 | |||||||
| Total liabilities | 1,155,722 | 861,690 | ||||||||||
| Capital | 29(a) | 16 | 16 | |||||||||
| Additional paid-in capital | 29(b) | 608,764 | 589,404 | |||||||||
| Capital reserves | 29(d) | 27,557 | 46,646 | |||||||||
| Other reserves | 29(f) / 4(a) | (49,644) | - | |||||||||
| Treasury shares | 29(g) | (12,683) | - | |||||||||
| Cumulative translation adjustment | 29(h) | (17,429) | (24,316) | |||||||||
| Equity attributable to the owners of the Company | 556,581 | 611,750 | ||||||||||
| Non-controlling interests | 29(i) / 4(a) | 67,253 | 21,669 | |||||||||
| Equity | 623,834 | 633,419 | ||||||||||
| Total assets | 1,779,556 | 1,495,109 | Total liabilities and equity | 1,779,556 | 1,495,109 | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
| Patria Investments Limited |
| Condensed Consolidated Statement of Income (unaudited) |
| For the three-month periods ended March 31, 2026, and 2025 |
| (In thousands of United States dollars - US$, except earnings per share) |
| Three-month periods ended March 31 | ||||||||||
| Notes | 2026 | 2025 | ||||||||
| Net revenue from services | 22 | 97,069 | 79,567 | |||||||
| Personnel expenses | 23 | (46,901 | ) | (29,068 | ) | |||||
| Deferred consideration expenses | (1,395 | ) | (741 | ) | ||||||
| Amortization of intangible assets | 24 | (9,254 | ) | (9,936 | ) | |||||
| General and administrative expenses | 25 | (14,992 | ) | (12,045 | ) | |||||
| Other income | 26 | 4,072 | 4,038 | |||||||
| Other expenses | 26 | (3,002 | ) | (3,388 | ) | |||||
| Finance income | 27 | 5,364 | 3,778 | |||||||
| Finance expense | 27 | (21,730 | ) | (17,601 | ) | |||||
| Net income before income tax | 9,231 | 14,604 | ||||||||
| Income tax (expense)/income | 28 | (4,627 | ) | 1,954 | ||||||
| Net income for the period | 4,604 | 16,558 | ||||||||
| Attributable to: | ||||||||||
| Owners of the Company | 2,173 | 15,664 | ||||||||
| Non-controlling interests | 29(i) | 2,431 | 894 | |||||||
| Basic earnings per share | 29(e) | 0.01354 | 0.09903 | |||||||
| Diluted earnings per share | 29(e) | 0.01340 | 0.09791 | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
| Patria Investments Limited |
| Condensed Consolidated Statement of Comprehensive Income (unaudited) |
| For the three-month periods ended March 31, 2026, and 2025 |
| (In thousands of United States dollars - US$) |
| periods ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Net income for the period | 4,604 | 16,558 | ||||||
| Items that are or may be reclassified to net income | ||||||||
| Currency translation adjustment | 3,927 | 27,530 | ||||||
| Total comprehensive income | 8,531 | 44,088 | ||||||
| Attributable to: | ||||||||
| Owners of the Company | 9,060 | 43,297 | ||||||
| Non-controlling interests | (529 | ) | 791 | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
| Patria Investments Limited |
| Condensed Consolidated Statement of Comprehensive Income (unaudited) |
| For the three-month periods ended March 31, 2026, and 2025 |
| (In thousands of United States dollars - US$) |
| Notes | Capital | Additional paid-in capital | Capital reserves | Other Reserves | Retained earnings | Cumulative translation adjustment | Treasury shares | Equity attributable to owners of the Parent | Non-controlling interests | Total Equity | ||||||||||||||||||||||||||||||||
| Balance on December 31, 2024 | 15 | 527,239 | 22,041 | - | - | (68,217 | ) | - | 481,078 | 9,854 | 490,932 | |||||||||||||||||||||||||||||||
| Cumulative translation adjustment | - | - | - | - | 1,001 | 26,632 | - | 26,633 | (103 | ) | 27,530 | |||||||||||||||||||||||||||||||
| Net income for the period | - | - | - | - | 15,664 | - | - | 15,664 | 894 | 16,558 | ||||||||||||||||||||||||||||||||
| Dividends declared | 29(c) | - | (6,924 | ) | - | - | (16,665 | ) | - | - | (23,589 | ) | - | (23,589 | ) | |||||||||||||||||||||||||||
| Share-based incentive plan | 29(d) | - | - | 3,583 | - | - | - | - | 3,583 | - | 3,583 | |||||||||||||||||||||||||||||||
| Bonus share plan | - | - | (11,628 | ) | - | - | - | - | (11,628 | ) | - | (11,628 | ) | |||||||||||||||||||||||||||||
| Capital issuance | 29(b) | 1 | 52,783 | - | - | - | - | - | 52,784 | - | 52,784 | |||||||||||||||||||||||||||||||
| Balance on March 31, 2025 | 16 | 573,098 | 13,996 | - | - | (41,585 | ) | - | 545,525 | 10,645 | 556,170 | |||||||||||||||||||||||||||||||
| Balance on December 31, 2025 | 16 | 589,404 | 46,646 | - | - | (24,316 | ) | - | 611,750 | 21,669 | 633,419 | |||||||||||||||||||||||||||||||
| Cumulative translation adjustment | - | - | - | - | - | 6,887 | - | 6,887 | (2,959 | ) | 3,928 | |||||||||||||||||||||||||||||||
| Net income for the period | - | - | - | - | 2,173 | - | - | 2,173 | 2,431 | 4,604 | ||||||||||||||||||||||||||||||||
| Dividends declared | 29(c) | - | (21,909 | ) | - | - | (2,173 | ) | - | - | (24,082 | ) | - | (24,082 | ) | |||||||||||||||||||||||||||
| Share-based incentive plan | 29(d) | - | - | 3,465 | - | - | - | - | 3,465 | - | 3,465 | |||||||||||||||||||||||||||||||
| Bonus share plan | 29(d) | - | 22,554 | (22,554 | ) | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Capital issuance | 29(b) | - | 18,715 | - | - | - | - | - | 18,715 | - | 18,715 | |||||||||||||||||||||||||||||||
| Gross obligation | 21(f) | - | - | - | (49,644 | ) | - | - | - | (49,644 | ) | 16,632 | (33,012 | ) | ||||||||||||||||||||||||||||
| Non-controlling interest | 30 | - | - | - | - | - | - | - | - | 29,480 | 29,480 | |||||||||||||||||||||||||||||||
| Purchase of treasury shares | 29(g) | - | - | - | - | - | - | (12,683 | ) | (12,683 | ) | - | (12,683 | ) | ||||||||||||||||||||||||||||
| Balance on March 31, 2026 | 16 | 608,764 | 27,557 | (49,644 | ) | - | (17,429 | ) | (12,683 | ) | 556,581 | 67,253 | 623,834 | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
| Patria Investments Limited |
| Condensed Consolidated Statement of Cash Flows (unaudited) |
| For the three-month periods ended March 31, 2026, and 2025 |
| (In thousands of United States dollars - US$) |
| Three-month period ended March 31 | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Cash flows from operating activities | ||||||||||
| Net income for the period | 4,604 | 16,558 | ||||||||
| Adjustments to net income for the period | ||||||||||
| Depreciation and amortization | 24 & 25 | 11,126 | 11,232 | |||||||
| Loan fees amortized | 16 | 1,454 | 196 | |||||||
| Financial investment income | 27 | (1,433 | ) | (490 | ) | |||||
| Unrealized (gains)/losses on long-term investments | 27 | 821 | 5,007 | |||||||
| Unrealized (gains)/losses on warrant liability | 27 | — | 1,102 | |||||||
| Unrealized fair value adjustments on energy trading contracts | 26 | (4,072 | ) | (2,165 | ) | |||||
| Unrealized (gains)/losses on asset-linked receivable | 27 | — | (3,053 | ) | ||||||
| Unrealized (gains)/losses on other financial instruments | 27 | (1,614 | ) | 929 | ||||||
| Unrealized (gains)/losses on total return swap | 27 | 5,311 | — | |||||||
| Consideration payable on acquisition adjustments | 27 | 4,382 | 1,665 | |||||||
| Gross obligation under put adjustments | 26 | — | 1,103 | |||||||
| Interest expense on asset-backed payable | 27 | 1,102 | — | |||||||
| Interest expense on accounts receivable | 27 | — | 3,087 | |||||||
| Interest expense on loans | 27 | 3,483 | 3,529 | |||||||
| Interest expense on lease liabilities | 27 | 430 | 363 | |||||||
| Deferred income taxes expense | 28 | (734 | ) | (6,149 | ) | |||||
| Current income taxes expense | 28 | 5,361 | 4,195 | |||||||
| Share based incentive plan | 23 | 3,465 | 3,583 | |||||||
| Deferred consideration expense | 1,395 | 741 | ||||||||
| Other | (3 | ) | 563 | |||||||
| Changes in operating assets and liabilities | ||||||||||
| Accounts receivable | (71,762 | ) | 89,466 | |||||||
| Asset-backed payable | 68,374 | — | ||||||||
| Projects advances | (1,673 | ) | (2,966 | ) | ||||||
| Recoverable taxes | 408 | (172 | ) | |||||||
| Personnel and related taxes | (10,455 | ) | (24,300 | ) | ||||||
| Carried interest allocation | 1,305 | (801 | ) | |||||||
| Taxes payable | 3,504 | 110 | ||||||||
| Payment of income taxes | (5,361 | ) | (3,305 | ) | ||||||
| Energy trading contracts | (5,328 | ) | (2,943 | ) | ||||||
| Other assets and liabilities | 24,812 | 4,171 | ||||||||
| Payment of placement agent fees | 14 | (7,463 | ) | (1,184 | ) | |||||
| Net cash provided by operating activities | 31,439 | 100,072 | ||||||||
| Cash flows from investing activities | ||||||||||
| Decrease (increase) in short term investments | (612 | ) | (9,146 | ) | ||||||
| Decrease (increase) in long-term investments | (3,493 | ) | 3,260 | |||||||
| Deposit into SPAC trust account | — | (205 | ) | |||||||
| Acquisition of property and equipment | (3,001 | ) | (2,180 | ) | ||||||
| Acquisition of software and computer programs | 14 | (595 | ) | (84 | ) | |||||
| Acquisition of contractual rights | (581 | ) | — | |||||||
| Acquisition of subsidiaries, net of cash acquired | 30 | (53,704 | ) | (1,078 | ) | |||||
| Net cash used by investing activities | (61,986 | ) | (9,433 | ) | ||||||
| Cash flows from financing activities | ||||||||||
| Proceeds from loans | 16 | 191,800 | 55,396 | |||||||
| Repayment of loans | 16 | (115,798 | ) | (91,011 | ) | |||||
| Interest paid on loans | 16 | (190 | ) | (3,803 | ) | |||||
| Payment of loan fees | 16 | (612 | ) | (31 | ) | |||||
| Dividends paid to the Company’s shareholders | 29(c) | (24,082 | ) | (23,589 | ) | |||||
| Treasury shares | 29(g) | (12,683 | ) | — | ||||||
| Deposits into SPAC trust account - Commitment subject to possible redemption | 21(c) | — | 205 | |||||||
| Payment of consideration payable from acquisitions | (7,277 | ) | (26,012 | ) | ||||||
| Total return swap | (2,554 | ) | — | |||||||
| Lease payments | 21(a) | (1,188 | ) | (905 | ) | |||||
| Interest paid on lease liabilities | 21(a) | (430 | ) | (363 | ) | |||||
| Net cash (used)/provided in financing activities | 26,986 | (90,113 | ) | |||||||
| Foreign exchange variation on cash and cash equivalents in foreign currencies | 841 | 2,126 | ||||||||
| Increase/(Decrease) in cash and cash equivalents | (2,720 | ) | 2,652 | |||||||
| Cash and cash equivalents at the beginning of the period | 6 | 53,601 | 33,418 | |||||||
| Cash and cash equivalents at the end of the period | 6 | 50,881 | 36,070 | |||||||
| Increase/(Decrease) in cash and cash equivalents | (2,720 | ) | 2,652 | |||||||
| Non-cash operating, investing and financing activity | ||||||||||
| Acquisitions of contractual rights | 78,880 | — | ||||||||
| Adjustment to goodwill | 14 | 12,095 | — | |||||||
| Company Class A common shares issued | 29(b) | 41,269 | (52,783 | ) | ||||||
| Additions to and disposal of right-of-use | 13 | 468 | 124 | |||||||
| Gross obligation adjustments | (826 | ) | — | |||||||
| Consideration payable from acquisitions | 67,865 | — | ||||||||
| Contingent consideration payable from acquisition | — | — | ||||||||
| NCI recognized in business combination | 30 | 29,480 | — | |||||||
| Gross obligation under put option recognized | 21(c) | 33,011 | — | |||||||
| Interest earned on SPAC trust account subject to redemption | — | 551 | ||||||||
| Increase in deferred tax liability and corresponding increase in goodwill | — | 58,230 | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| 1. | General information |
Patria Investments Limited (“Patria”) is a public holding company headquartered in the Cayman Islands. Patria’s shares trade on the Nasdaq Global Select Market under the ticker PAX. It is controlled by Patria Holdings Limited.
Patria and its subsidiaries (the “Company”) is a global alternative investment firm focused on middle-market opportunities in resilient sectors, offering strategies across private equity, infrastructure, credit, real estate, and public equities. These strategies are delivered through multiple structures, including closed-end and open-end funds, permanent capital vehicles, interval funds, and separately managed accounts.
The Company operates investment offices across Latin America and Europe, including Montevideo, São Paulo, Bogotá, Medellín, Edinburgh, and Santiago. It also maintains client-coverage offices in major global financial centers—New York, London, Dubai, and Hong Kong—alongside its corporate office in Grand Cayman, Cayman Islands.
The consolidated annual financial statements of the Company as at and for the year ended 31 December 2025 are available on the Company’s website.
| 2. | Presentation of financial statements |
| a. | Statement of compliance and basis of preparation |
The unaudited condensed consolidated interim financial statements were prepared in accordance with IAS 34 - Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"). These unaudited condensed consolidated interim financial statements should be read together with the consolidated financial statements as of and for the years ended December 31, 2025, 2024 and 2023 (“Consolidated Financial Statements”).
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
The unaudited condensed consolidated interim financial statements are presented in United States dollars (USD), the functional currency of the Company and all amounts are rounded the nearest thousand USD, unless otherwise stated.
The board of directors approved the unaudited condensed consolidated interim financial statements on July 27, 2026.
| 3. | Segment information |
The Company operates through a single reportable operating segment, namely asset management. The Company’s executive directors collectively function as the Chief Operating Decision Maker (“CODM”), responsible for allocating resources and assessing performance that is in line with the Company’s global strategy, which is based on six verticals: private equity, infrastructure, credit, public equities, real estate and global private markets solutions.
8
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| 4. | Material accounting policies |
These unaudited condensed consolidated interim financial statements were prepared in accordance with policies, accounting practices, and methods for determining estimates consistent to the accounting policies and estimates adopted in the preparation of the annual Consolidated Financial Statements for the year ended December 31, 2025. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Amendments applicable for the first time in 2026 do not have a material impact on the unaudited condensed consolidated interim financial statements of the Company.
| 5. | Legal Structure |
Consolidation and subsidiaries
The unaudited condensed consolidated interim financial statements include the entities listed below, which are the Company's direct or indirect subsidiaries:
| Equity interest (direct or indirect) (%) | ||||||
| Subsidiaries | Principal Activities | Country of Incorporation | Functional Currency | March
31, 2026 |
December
31, 2025 | |
| Patria Finance Ltd. | Asset management & administration | KY | USD | 100.00 % | 100.00 % | |
| Patria Brazilian Private Equity III, Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| PBPE General Partner IV, Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| PBPE General Partner V, Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| Patria Brazilian Private Equity General Partner VI, Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| Patria Brazil Real Estate Fund General Partner II, Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| Patria Brazil Real Estate Fund General Partner III Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| Patria Brazil Retail Property Fund General Partner, Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| Patria Investments UK Ltd. | Investor relations, marketing & administration | UK | GBP | 100.00 % | 100.00 % | |
| Patria Investments US LLC | Investor relations, marketing & administration | US | USD | 100.00 % | 100.00 % | |
| Patria Investments Broker Dealer Inc. | Investor relations & administration | US | USD | 100.00 % | 100.00 % | |
| Patria Investments Colombia S.A.S. | Advisory, investor relations & marketing | CO | COP | 100.00 % | 100.00 % | |
| Infrastructure II GP, Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| Infrastructure III SLP Ltd. | Investment fund manager & advisory | KY | USD | 100.00 % | 100.00 % | |
| Patria Infrastructure General Partner IV Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| Patria Investimentos Ltda. ("PILTDA") | (e) | Asset management & administration | BR | BRL | 100.00 % | 100.00 % |
| Patria Gestão de Recursos Ltda. | Asset management & administration | BR | BRL | 100.00 % | 100.00 % | |
| Flypr Investimentos S.A. | Asset management & administration | BR | BRL | 100.00 % | 100.00 % | |
| Patria Investments Latam S.A. | Holding company | UY | USD | 100.00 % | 100.00 % | |
| Patria Investments Uruguay Agente de Valores S.A. | Broker, advisory, investor relations & marketing | UY | USD | 100.00 % | 100.00 % | |
| Patria Investments Cayman Ltd. | Holding company | KY | USD | 100.00 % | 100.00 % | |
| Patria Investments Hong Kong, Ltd. | Investor relations, marketing & administration | CN | HKD | 100.00 % | 100.00 % | |
| Patria Consulting Beijing Ltd. | Investor relations & administration | CN | CNY | 100.00 % | 100.00 % | |
| Platam Investments Brazil Ltda. | Asset management & administration | BR | BRL | 100.00 % | 100.00 % | |
| Patria Constructivist Equity Fund General Partner II, Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| PI General Partner V Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| PPE General Partner VII, Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| PI Renewables General Partner, Ltd. | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| Patria SPAC LLC | Holding company & SPAC Sponsor | KY | USD | 100.00 % | 100.00 % | |
| Patria Latin American Opportunity Acquisition Corp. | (h) | SPAC | KY | USD | 100.00 % | 100.00 % |
| Moneda Asset Management SpA (“MAM I”) | Holding company | CH | CLP | 100.00 % | 100.00 % | |
| Moneda Corredores de Bolsa Limitada (“MCB”) | Broker | CH | CLP | 100.00 % | 100.00 % | |
| Moneda S.A. Administradora General De Fondos (“MAGF”) | Asset management | CH | CLP | 100.00 % | 100.00 % | |
9
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| Equity interest (direct or indirect) (%) | ||||||
| Subsidiaries | Principal Activities | Country of Incorporation | Functional Currency | March 31, 2026 |
December 31, 2025 | |
| Moneda II SpA (“MAM II”) | Holding company | CH | USD | 100.00 % | 100.00 % | |
| Moneda International Inc. | Investment fund manager | BV | USD | 100.00 % | 100.00 % | |
| Moneda USA Inc. | Advisory | US | USD | 100.00 % | 100.00 % | |
| Moneda Investments S.A.C. | Asset management | PE | PEN | 100.00 % | 100.00 % | |
| Patria VBI Real Estate Gestão de Carteiras Ltda. (“VBI”) | (g) | Asset management | BR | BRL | 100.00 % | 100.00 % |
| Patria VBI Administração Fiduciaria e Gestão Ltda | (g) | Administration | BR | BRL | 100.00 % | 100.00 % |
| Igah Partners LLC | (i) | Asset management | US | USD | 100.00 % | 100.00 % |
| e.Bricks Ventures III GP, LLC | Investment fund manager | KY | USD | 100.00 % | 100.00 % | |
| Igah Carry Holding Ltd | Carry vehicle | KY | USD | 100.00 % | 100.00 % | |
| PEVC I General Partner IV, Ltd. | (i) | Holding company | KY | USD | 42.92 % | 42.92 % |
| Patria Real Estate Latam S.A.S | Holding company | UY | USD | 98.90 % | 98.90 % | |
| Patria Private Equity Latam S.A.S | Holding company | UY | USD | 100.00 % | 100.00 % | |
| VBI Holding Ltda (formerly NewCo BlueMacaw Partner Ltda.) | (g) | Holding company | BR | BRL | 100.00 % | 100.00 % |
| Patria VBI Asset Management Ltda. | (a)(g) | Asset management | BR | BRL | 100.00 % | 100.00 % |
| KMP I Holding | Holding company | KY | USD | 100.00 % | 100.00 % | |
| Patria High Growth Gestora de Recursos Ltda. (formerly “Kamaroopin Ltda”) | Asset management | BR | BRL | 100.00 % | 100.00 % | |
| Hanuman GP Cayman, LLC (“Hanuman”) | Asset management | KY | USD | 100.00 % | 100.00 % | |
| Pat HoldCo Mexico S. de R.L. de C.V. | Holding company | MX | MXN | 100.00 % | 100.00 % | |
| Pat Inmuebles HoldCo Mexico S. de R.L. de C.V. | Holding company | MX | MXN | 100.00 % | 100.00 % | |
| Pat HoldCo Servicios Corporativos S. de R.L. de C.V. | (b) | Holding company | MX | MXN | 51.00 % | 100.00 % |
| Patria Investments Argentina S.A. | Holding company | AR | USD | 100.00 % | 100.00 % | |
| Patria VBI Securities Ltda. (formerly “Bari Gestao De Recursos Ltda.”) | (a)(g) | Asset management | BR | BRL | 100.00 % | 100.00 % |
| Patria Asset Management S.A. (“PAM”) | Asset management | CO | COP | 50.74 % | 50.74 % | |
| Move Capital S.A. | (g) | Asset management | BR | BRL | 100.00 % | 100.00 % |
| SH Manco Holding Ltda. | (k) | Holding company | BR | BRL | 75.00 % | 75.00 % |
| Patria Acquisitions Limited | Holding company | UK | GBP | 100.00 % | 100.00 % | |
| Patria Energía Participações Ltda. | (c) | Holding company | BR | BRL | 100.00 % | 100.00 % |
| Tria Comercializadora de Energía S.A. | (c) | Energy trading company | BR | BRL | 58.82 % | 58.82 % |
| Tria Energia Varejista Ltda. | Energy trading company | BR | BRL | 58.82 % | 58.82 % | |
| Bali Energia Comercializadora de Energia Ltda. | (j) | Energy trading company | BR | BRL | 58.82 % | 58.82 % |
| Tria Energy Colombia S.A.S. | (j) | Energy trading company | CO | COP | 80.00 % | 80.00 % |
| Patria Holding Financeira Ltda. | (j) | Holding company | BR | BRL | 100.00 % | 100.00 % |
| Patria Distribuidora de Títulos e Valores Mobiliários Ltda. | Dormant | BR | BRL | 100.00 % | 100.00 % | |
| Patria Europe 1 (GP) Limited | (d) | Investment fund manager | UK | GBP | 100.00 % | 100.00 % |
| Patria Europe 2 Limited | (d) | Holding company | UK | GBP | 100.00 % | 100.00 % |
| Patria Private Equity (Europe) Limited | (d) | Asset management | UK | GBP | 100.00 % | 100.00 % |
| Patria CP Holdings Limited | (d) | Asset management | UK | GBP | 100.00 % | 100.00 % |
| Patria Capital Partners LLP | (d) | Asset management | UK | GBP | 100.00 % | 100.00 % |
| Nexus Capital Partners S.A.S | (f) | Asset management | CO | COP | 100.00 % | 100.00 % |
| Patria Portfolio Investments Limited | Holding company | KY | USD | 100.00 % | 100.00 % | |
| PCF General Partner LTD. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| Patria CIV GP | Asset management | KY | USD | 100.00 % | 100.00 % | |
| Patria CIV PE VII GP | Asset management | KY | USD | 100.00 % | 100.00 % | |
| Patria Infrastructure Latam Multistrategy SMA I GP, Ltd. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| Brazilian Private Equity Feeder General Partner III, Ltd. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| PBPE General Partner III (M), Ltd. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| PBPE General Partner III-A (C), Ltd. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| PBPE General Partner III-B (I), Ltd. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| PI Feeder General Partner II (I), Ltd. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| PI General Partner II (M), Ltd. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| PI General Partner II-2 (C), Ltd. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| PIFACI-B General Partner, Ltd. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| Latam Core I GP | Asset management | KY | USD | 100.00 % | 100.00 % | |
| Brazilian Alphaville Investments GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Brazilian Real Estate Investments GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Brazilian Real Estate Investments III GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Brazilian Real Estate Opportunities III GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Infrastructure Fund III GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Infrastructure Investments III GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Infrastructure Opportunities III GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| P2 Brasil Private Infrastructure Fund II GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| P2 Infrastructure Opportunities GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Patria Alphaville GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Patria Brazil RE Fund II GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Patria Brazil RE Fund III GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Private Equity Fund IV GP, LLC | Asset management | US | USD | 100.00 % | 100.00 % | |
| Private Equity Fund V General Partner, LLC | Asset management | US | USD | 100.00 % | 100.00 % | |
| Private Equity Investments IV GP, LLC | Asset management | US | USD | 100.00 % | 100.00 % | |
| Private Equity Investments V General Partner, LLC | Asset management | US | USD | 100.00 % | 100.00 % | |
| Private Equity Opportunities IV GP, LLC | Asset management | US | USD | 100.00 % | 100.00 % | |
| Private Equity Opportunities V General Partner, LLC | Asset management | US | USD | 100.00 % | 100.00 % | |
| Brazil Retail Property Opportunities General Partner, LLC | Asset management | US | USD | 100.00 % | 100.00 % | |
| P2 Infrastructure Investments GP, L.L.C. | Asset management | US | USD | 100.00 % | 100.00 % | |
| Solis Investimentos Limited (“Solis”) | Asset management | BR | BRL | 51.00 % | — % | |
10
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| Equity interest (direct or indirect) (%) | ||||||
| Subsidiaries | Principal Activities | Country of Incorporation | Functional Currency | March 31, 2026 |
December 31, 2025 | |
| Iter Gestora de Recursos LTDA (“Iter”) | Asset management | BR | BRL | 51.00 % | — % | |
| GPMS GP Commitment I GP LTD. | Asset management | KY | USD | 100.00 % | 100.00 % | |
| GPMS (Founder Partner Ignis Private Equity) Limited (No: SC539322) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (Founder Partner Ignis Strategic Credit) Limited (No: SC539324) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner 2016 Co-Investment) Limited (No: SC546491) | Asset management | UK | GBP | 100.00 % | 100.00 % | |
| GPMS (General Partner CPP) Limited (No: SC272870) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner EC) Limited (SC473807) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner ESF I) Limited (No: SC386260) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner ESP 2004) Limited (No: SC227033) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner ESP 2006) Limited (No: SC272871) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner ESP 2008) Limited (No: SC293352) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner ESP CAL) Limited (No: SC293350) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner II) Limited (No: SC215737) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner NASF I) Limited (No SC335259) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner NASP 2006) Limited (No: SC272867) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner NASP 2008) Limited (No: SC293348) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner Pearl Private Equity) Limited (No: SC522698) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner Pearl Strategic Credit) Limited (No: SC522699) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner SOF I) Limited (No: SC453038) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner SOF II) Limited (No: SC473788) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner SOF III) Limited (No: SC525381) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner Tidal Reach) Limited (No: SC272869) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner USA) Limited (No: SC227032) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner) Limited (No: SC184075) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (CI General Partner) Limited (No: SC642069) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner 2019 European PE A Carry) Limited (No: SC618609) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner 2019 European PE B) Limited (No: SC614813) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner PE2) Limited (No: SC592629) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner SOF IV) Limited (No: SC613248) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (SOF E GP) Limited (No: SC636495) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| Ignis Cayman GP2 Limited (No: 271124) | Asset management | KY | USD | 100.00 % | 100.00 % | |
| Ignis Cayman GP3 Limited | Asset management | KY | USD | 100.00 % | 100.00 % | |
| ASI (General Partner 2019 European PE A) S.a.r.l. | Asset management | Lux | EUR | 100.00 % | 100.00 % | |
| GPMS APAC Private Equity 4 GP Limited | Asset management | KY | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner SOF V) Sarl | Asset management | Lux | EUR | 100.00 % | 100.00 % | |
| Brain Co-Invest General Partner LLP (No: SO307684) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (Executives General Partner) LLP (No SO308178) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| GPMS (General Partner Acropolis) LLP (No: SO308033) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner Light) LLP (No: SO308004) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner Unit) LLP (No: SO308088) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS ACP LLP (No: SO304824) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS GP 1 LLP (No: SO305095) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS GP 2 LLP (No: SO305096) | Asset management | UK | GBP | 100.00 % | 100.00 % | |
| GPMS GP 3 LLP (No: SO306181) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner PCPF I) LLP (No. SO308244) | Asset management | UK | USD | 100.00 % | 100.00 % | |
| FALCON Co-Invest General Partner LLP (No. SO308245) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
| GPMS (General Partner Fire Horse) LLP (SO308310) | Asset management | UK | EUR | 100.00 % | 100.00 % | |
Currencies: "USD" United States dollars, "BRL" Brazilian Real, "GBP" Pound Sterling, "CLP" Chilean peso, "COP" Colombian peso, "HKD" Hong Kong dollar, “ARS” Argentine Peso, “MXN” Mexican Peso, “PEN” Peruvian Sol, “CNY” China Yuan.
Geography: "KY" Cayman Islands, "BR" Brazil, "CO" Colombia, "CH" Chile, "UK" United Kingdom, "US" United States, “BV” British Virgin Islands, “MX” Mexico, “AR” Argentina, “UY” Uruguay, “HK” Hong Kong, “PE” Peru, “CN” China.
| (a) | On January 2, 2026, the Company acquired 51% controlling interest in Solis Investimentos Limited (“Solis”), a Brazilian investment manager specializing in structuring and management of Collateralized Loan Obligations (“CLOs). At the same date, Solis acquired 100% controlling interest in Iter Gestora de Recursos Ltda (“Iter”), an investment manager with similar business activities. See note 30. |
| (b) | On February 2, 2026, the Company acquired 100% interest in RBR Gestão de Recursos Ltda. ("RBR"), a Brazilian investment manager overseeing twelve funds, eleven of which are listed Real Estate Investment Trusts (“REITs”) primarily focused on credit and multi-asset strategies. The acquisition solidifies our position as one of the leading manager of listed REITs in Brazil, while further enhancing our scale in strategically critical credit and multi-asset strategies. See note 30. In February 2026, RBR was fully incorporated into PILTDA. |
11
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| 6. | Cash and cash equivalents |
| March 31, 2026 | December 31, 2025 | |||||||
| Cash at bank and on hand | 45,924 | 48,410 | ||||||
| Short-term deposits and shares of mutual funds (a) | 4,957 | 5,191 | ||||||
| Cash and cash equivalents | 50,881 | 53,601 | ||||||
| (a) | Short-term deposits and shares of mutual funds are cash equivalents held for the purpose of meeting short-term cash commitments with maturities of three months or less from the date of acquisition and subject to insignificant risk of changes in value. |
| 7. | Client funds on deposit and client funds payable |
| March 31, 2026 | December 31,2025 | |||||||
| Client funds on deposit | 14,628 | 17,307 | ||||||
| Other receivables from clients (a) | 10,784 | 8,561 | ||||||
| Client funds on deposit and other receivables | 25,412 | 25,868 | ||||||
| Client funds payable (a) | 25,412 | 25,868 | ||||||
| Client funds payable | 25,412 | 25,868 | ||||||
| (a) | Other receivables from clients and client funds payable are unsettled trades from brokerage activities for client transactions that are entered into and recorded on the date of the transaction. |
| 8. | Accounts receivable |
Amounts receivable from customers relate to management fees, incentive fees, placement fees, performance fees, reimbursement of expenses from investment funds, and financial advisory services. The Company has not recorded write-offs or allowances for uncollectible accounts receivable for the periods presented in these unaudited condensed consolidated interim financial statements.
| March 31, 2026 | December 31, 2025 | |||||||
| Current (a) | 216,804 | 118,576 | ||||||
| Non-current (b) (c) | 95,586 | 95,392 | ||||||
| Accounts receivable | 312,390 | 213,968 | ||||||
| (a) | Current accounts receivable for March 31, 2026, includes US$138 million (December 31, 2025: US$43.3 million) for Tria due to increased energy trading. |
| (b) | Non-current accounts receivable includes US$76.8 million for PBPE Fund IV that relates to a postponed collection of management fees. The balance of US$76.8 million is expected to be received in June 2027, subject to the timing of the realization of underlying investment fund assets and the estimated cash needs of the investment funds. This receivable has been sold with recourse, see note 18. |
| (c) | In addition to (b) above, non-current accounts receivable as of March 31, 2026, include the Lavoro asset-linked receivable of US$15.4 million (December 31, 2025: US$15.4 million). No interest is charged on the asset-linked receivable as the receivable is accounted for at fair value. |
| 9. | Project advances |
| March 31, 2026 | December 31, 2025 | |||||||
| Current | 13,702 | 12,270 | ||||||
| Project advances | 13,702 | 12,270 | ||||||
Project advances are comprised of recoverable advances made by the Company for the development process of new investment funds and the capture of non-capitalized investment funds. In both cases, the amounts are subject to reimbursement as provided for in the respective agreements between the Company and investment funds.
12
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| 10. | Other assets |
| March 31, 2026 | December 31, 2025 | |||||||
| Advances to employees | - | 2,260 | ||||||
| Advances to suppliers | 6,881 | 5,981 | ||||||
| Investment funds receivable (a) | 1,206 | 2,283 | ||||||
| Prepaid expenses (b) | 5,108 | 3,870 | ||||||
| Unamortized fund structuring costs (c) | 938 | 774 | ||||||
| Other current assets | 1,008 | 890 | ||||||
| Other current assets | 15,141 | 16,058 | ||||||
| Prepaid expenses (b) | 143 | 136 | ||||||
| Unamortized fund structuring costs (c) | 7,794 | 6,643 | ||||||
| Deposits on lease agreements (d) | 2,482 | 2,558 | ||||||
| Investment in associate | 38 | 36 | ||||||
| Other non-current assets | 3.656 | 695 | ||||||
| Other non-current assets | 14,113 | 10,068 | ||||||
| (a) | The investment funds receivable is comprised of unsettled trades on the Company's proprietary trading portfolio. |
| (b) | Prepaid expenses are comprised of IT related services and insurance. These costs will be recognized as an expense in the period the services are received from suppliers. |
| (c) | Unamortized fund structuring costs represent the cost incurred in the set-up of funds that are amortized over the life of the respective funds. |
| (d) | Deposits on lease agreements are subject to reimbursement at the end of the lease contract period. No interest is accrued on these deposits. |
| 11. | Recoverable taxes |
| March 31, 2026 | December 31, 2025 | |||||||
| Income tax recoverable | 7,058 | 7,439 | ||||||
| Other recoverable taxes | 1,922 | 1,868 | ||||||
| Recoverable taxes | 8,980 | 9,307 | ||||||
Recoverable taxes consist mainly of income taxes paid in advance to tax authorities in Brazil, the United Kingdom and Chile.
| 12. | Investments |
| a. | Short-term investments |
| March 31, 2026 | December 31, 2025 | |||||||
| Securities (a) | 35,970 | 35,111 | ||||||
| Short-term investments | 35,970 | 35,111 | ||||||
| (a) | Securities are liquid investment funds, with portfolios holding term deposits, equities, government bonds, and other short-term liquid securities. |
13
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| b. | Long-term investments |
| March 31, 2026 | December 31, 2025 | |||||||
| KMP Growth Fund II (Cayman), LP (“KMP Growth Fund II”) | 23,143 | 23,144 | ||||||
| AgroFibra Mexico | 2,984 | 3,048 | ||||||
| Patria Infrastructure Fund V, L.P. | 2,729 | 2,628 | ||||||
| Patria Infra Crédito FIDC | 2,421 | 2,369 | ||||||
| Lavoro Agro Fi Nas Cadeias Produtivas Agroindustriais Fiagro Direitos Creditorios | 1,418 | 1,731 | ||||||
| Patria Infra Energia Core FIP EM Infraestrutura | 1,712 | 1,667 | ||||||
| Lavoro Agro Limited | 94 | 1,065 | ||||||
| Igah Ventures IV | 830 | 782 | ||||||
| Other investments | 11,795 | 8,093 | ||||||
| Long-term investments | 47,126 | 44,527 | ||||||
The following is the breakdown of long-term investments by region:
| March 31, 2026 | December 31, 2025 | |||||||
| Brazil | 35,459 | 33,963 | ||||||
| Mexico | 2,984 | 3,048 | ||||||
| Other | 8,683 | 7,516 | ||||||
| Balance | 47,126 | 44,527 | ||||||
Single investments held through investment funds are allocated in accordance with the country of incorporation of underlying investments.
| c. | Energy trading contracts and Other financial instruments |
Other financial instruments are comprised of fair value adjustments on options, warrants, energy trading contracts and total return swap arrangements.
| · | Energy trading contracts – fair value adjustments are determined based on energy prices published by BBCE – Balcão Brasileiro de Comercialização de Energia. Fair value changes together with realized gains and losses are recognized in other income/(expenses). |
| · | Options – option contracts provide the holder with the right to acquire an instrument at a predetermined price at a future date. The fair value of option arrangements is determined using a Monte Carlo simulation model, with changes in fair value recognized in finance income or finance expense. |
| · | Warrants – warrant liabilities contain features that qualify as embedded derivatives. The fair value of warrants is determined using a Monte Carlo simulation model, with changes in fair value recognized in finance income or finance expense. |
| · | Total return swap – fair value adjustments are based on the fluctuation in the PAX shares price less the cost incurred on the swap plus dividends receivable on the shares (if declared but unpaid). The fair value adjustments on the swap are recognized in finance income or finance expense. |
14
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
Below is the composition of other financial instruments (assets and liabilities) by type of instrument, notional, fair value and maturity as of March 31, 2026, and December 31, 2025.
| March 31, 2026 | ||||||||||||||||||||||||
| Financial instruments | Notional | Fair Value | % | Up to 3 months | From 4 to 12 months | Above 12 months | ||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Energy trading contracts | 651,976 | 178,605 | 96 | 39,895 | 88,719 | 49,991 | ||||||||||||||||||
| Tria call option (a) | 53,397 | 6,749 | 4 | - | - | 6,749 | ||||||||||||||||||
| Total | 705,373 | 185,354 | 100 | 39,895 | 88,719 | 56,740 | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||
| Energy trading contracts | 618,051 | 141,539 | 84 | 37,542 | 70,068 | 33,929 | ||||||||||||||||||
| Total return swap | 26,385 | 3,952 | 2 | - | 3,952 | - | ||||||||||||||||||
| Total | 644,436 | 145,491 | 100 | 37,542 | 74,020 | 56,427 | ||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| Financial instruments | Notional | Fair Value | % | Up to 3 months | From 4 to 12 months | Above 12 months | ||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Energy trading contracts | 622,759 | 179,498 | 96 | 38,102 | 95,179 | 46,217 | ||||||||||||||||||
| Tria call option (a) | 53,397 | 6,372 | 3 | - | - | 6,372 | ||||||||||||||||||
| Total return swap | 22,050 | 1,194 | 1 | - | 1,194 | - | ||||||||||||||||||
| Total | 698,206 | 187,064 | 100 | 38,102 | 96,373 | 52,589 | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||
| Warrants – SPAC | 132,250 | - | - | - | - | - | ||||||||||||||||||
| Energy trading contracts | 562,219 | 149,879 | 100 | 32,465 | 84,958 | 32,456 | ||||||||||||||||||
| Total | 694,469 | 149,879 | 100 | 32,465 | 84,958 | 32,456 | ||||||||||||||||||
| (a) | The Tria call option forms part of the share purchase agreement entered on April 2, 2024, and provides the Company with the option to buy the remaining 33.33% share in Tria from non-controlling shareholders. Further details disclosed in note 21(c). |
| 13. | Property and equipment |
| Three-month period ended March 31, 2026 | ||||||||||||||||||||||||||||
| Changes in cost | Opening balance | Additions | Disposals | Business combination | Transfers
| CTA(*) | Closing balance | |||||||||||||||||||||
| Furniture and fixtures | 2,787 | 9 | - | 172 | - | 34 | 3,002 | |||||||||||||||||||||
| Building improvements | 16,019 | 119 | - | 114 | - | 176 | 16,428 | |||||||||||||||||||||
| Work-in-progress | 8,429 | 2,323 | - | - | - | 250 | 11,002 | |||||||||||||||||||||
| Office equipment | 7,344 | 107 | - | 250 | - | 172 | 7,873 | |||||||||||||||||||||
| Right-of-use assets (a) | 33,774 | 468 | - | 240 | - | 99 | 34,581 | |||||||||||||||||||||
| Total - Cost of fixed assets | 68,353 | 3,026 | - | 776 | - | 731 | 72,886 | |||||||||||||||||||||
| Three-month period ended March 31, 2026 | ||||||||||||||||||||||||||||
| Changes in accumulated depreciation | Opening balance | Additions | Disposals | Business combination | Transfers
| CTA(*) | Closing balance | |||||||||||||||||||||
| (-) Furniture and fixtures | (1,545 | ) | (48 | ) | - | (36 | ) | - | (20 | ) | (1,649 | ) | ||||||||||||||||
| (-) Building improvements | (6,853 | ) | (356 | ) | - | - | - | (88 | ) | (7,297 | ) | |||||||||||||||||
| (-) Office equipment | (5,287 | ) | (228 | ) | - | (129 | ) | - | (127 | ) | (5,771 | ) | ||||||||||||||||
| (-) Right-of-use assets (a) | (12,302 | ) | (1,241 | ) | - | (165 | ) | - | (34 | ) | (13,741 | ) | ||||||||||||||||
| Total - Accumulated depreciation | (25,986 | ) | (1,873 | ) | - | (330 | ) | - | (269 | ) | (28,458 | ) | ||||||||||||||||
| Property and equipment, net | 42,367 | 1,153 | - | 446 | - | 462 | 44,428 | |||||||||||||||||||||
15
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| 2025 | ||||||||||||||||||||||||
| Changes in cost | Opening balance | Additions | Disposals | Transfers | CTA(*) | Closing balance | ||||||||||||||||||
| Furniture and fixtures | 2,337 | 250 | — | — | 200 | 2,787 | ||||||||||||||||||
| Building improvements | 11,778 | 3,174 | — | — | 1,067 | 16,019 | ||||||||||||||||||
| Work-in-progress | 1,581 | 6,595 | — | — | 253 | 8,429 | ||||||||||||||||||
| Office equipment | 6,302 | 465 | (59 | ) | — | 636 | 7,344 | |||||||||||||||||
| Right-of-use assets (a) | 29,243 | 2,194 | — | — | 2,337 | 33,774 | ||||||||||||||||||
| Total - Cost of property and equipment | 51,241 | 12,678 | (59 | ) | — | 4,493 | 68,353 | |||||||||||||||||
| Changes in accumulated depreciation | Opening balance | Additions | Disposals | Transfers | CTA(*) | Closing balance | ||||||||||||||||||
| (-) Furniture and fixtures | (1,249 | ) | (165 | ) | — | — | (131 | ) | (1,545 | ) | ||||||||||||||
| (-) Building improvements | (5,105 | ) | (1,329 | ) | 51 | — | (470 | ) | (6,853 | ) | ||||||||||||||
| (-) Office equipment | (4,061 | ) | (849 | ) | 58 | — | (433 | ) | (5,285 | ) | ||||||||||||||
| (-) Right-of-use assets (a) | (8,204 | ) | (4,297 | ) | 975 | — | (777 | ) | (12,303 | ) | ||||||||||||||
| Total - Accumulated depreciation | (18,619 | ) | (6,640 | ) | 1,084 | — | (1,811 | ) | (25,986 | ) | ||||||||||||||
| Property and equipment, net | 32,622 | 6,038 | 1,025 | — | 2,682 | 42,367 | ||||||||||||||||||
(*) CTA – Cumulative translation adjustment
As of March 31, 2026, and December 31, 2025, there was no indication that any of these assets were impaired.
| (a) | The Company is a lessee in lease agreement for which the underlying assets are the office spaces located in different jurisdictions (refer to note 21 (a)). |
| (b) | The following is a breakdown of the total Property and equipment assets by region: |
| March 31, 2026 | December 31, 2025 | |||||||
| Brazil | 14,529 | 11,700 | ||||||
| Cayman Islands | 8,996 | 8,405 | ||||||
| Chile | 4,974 | 5,427 | ||||||
| Colombia | 2,888 | 2,800 | ||||||
| United Kingdom | 10,289 | 11,155 | ||||||
| United States of America | 2,563 | 2,658 | ||||||
| Other | 189 | 222 | ||||||
| Balance | 44,428 | 42,367 | ||||||
Property and equipment assets are allocated based on where the assets are located, and include leasehold improvements, and right-of-use lease assets.
| 14. | Intangible assets and goodwill |
| Three-month period ended March 31, 2026 | ||||||||||||||||||||
| Changes in costs | Opening balance | Additions | Business Combinations | CTA(*) | Closing Balance | |||||||||||||||
| Placement agents (a) | 57,970 | 7,463 | - | 2,599 | 68,032 | |||||||||||||||
| Contractual rights (b) | 378,871 | 70 | 159,011 | 7,812 | 545,764 | |||||||||||||||
| Non-contractual customer relationships (c) | 82,397 | - | - | 1,894 | 84,291 | |||||||||||||||
| Software | 13,337 | 595 | - | 236 | 14,168 | |||||||||||||||
| Brands (c) | 19,395 | - | - | 44 | 19,439 | |||||||||||||||
| Goodwill (d) | 440,125 | - | 12,095 | 1,891 | 454,111 | |||||||||||||||
| Non-compete –GPMS & Nexus | 5,963 | - | - | (57 | ) | 5,906 | ||||||||||||||
| Other | 88 | (1 | ) | - | 6 | 93 | ||||||||||||||
| Total - Cost of intangible assets | 998,147 | 8,127 | 171,106 | 14,425 | 1,191,805 | |||||||||||||||
16
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| Changes in accumulated amortization | Opening balance | Additions | Business combinations | CTA(*) | Closing Balance | |||||||||||||||
| (-) Placement agents (a) | (36,481 | ) | (538 | ) | - | (266 | ) | (37,285 | ) | |||||||||||
| (-) Contractual rights (b) | (61,972 | ) | (3,104 | ) | - | 1,512 | (63,564 | ) | ||||||||||||
| (-) Non-contractual customer relationships (c) | (52,535 | ) | (3,635 | ) | - | (3,124 | ) | (59,294 | ) | |||||||||||
| (-) Software | (5,703 | ) | (551 | ) | - | (631 | ) | (6,885 | ) | |||||||||||
| (-) Brands (c) | (14,148 | ) | (961 | ) | - | 157 | (14,952 | ) | ||||||||||||
| (-) Non-compete | (3,156 | ) | (464 | ) | - | 49 | (3,571 | ) | ||||||||||||
| (-) Other | (1 | ) | - | - | (1 | ) | (2 | ) | ||||||||||||
| Total - Accumulated amortization | (173,996 | ) | (9,253 | ) | - | (2,304 | ) | (185,553 | ) | |||||||||||
| Intangible assets, net | 824,151 | (1,126 | ) | 171,106 | 12,121 | 1,006,252 | ||||||||||||||
| 2025 | ||||||||||||||||||||
| Changes in costs | Opening balance | Additions | Business combinations | CTA(*) | Closing Balance | |||||||||||||||
| Placement agents (a) | 53,400 | 2,415 | — | 2,154 | 57,969 | |||||||||||||||
| Contractual rights (b) | 281,119 | 37,737 | — | 20,691 | 339,547 | |||||||||||||||
| Non-contractual customer relationships (c) | 110,782 | — | — | 10,939 | 121,721 | |||||||||||||||
| Software | 8,453 | 4,378 | — | 506 | 13,337 | |||||||||||||||
| Brands (c) | 17,998 | — | — | 1,398 | 19,396 | |||||||||||||||
| Goodwill (d) | 355,958 | — | 61,225 | 22,943 | 440,126 | |||||||||||||||
| Non-compete – GPMS & Nexus | 5,480 | — | — | 483 | 5,963 | |||||||||||||||
| Other | — | 85 | — | 3 | 88 | |||||||||||||||
| Total - Cost of intangible assets | 833,190 | 44,615 | 61,225 | 59,117 | 998,147 | |||||||||||||||
| 2025 | ||||||||||||||||||||
| Changes in accumulated amortization | Opening balance | Additions | Business combinations | CTA(*) | Closing Balance | |||||||||||||||
| (-) Placement agents (a) | (33,419 | ) | (2,696 | ) | — | (366 | ) | (36,481 | ) | |||||||||||
| (-) Contractual rights (b) | (48,516 | ) | (15,716 | ) | — | 2,260 | (61,972 | ) | ||||||||||||
| (-) Non-contractual customer relationships (c) | (35,957 | ) | (13,886 | ) | — | (2,692 | ) | (52,535 | ) | |||||||||||
| (-) Software | (3,412 | ) | (1,914 | ) | — | (377 | ) | (5,703 | ) | |||||||||||
| (-) Brands (c) | (9,815 | ) | (3,693 | ) | — | (640 | ) | (14,148 | ) | |||||||||||
| (-) Non-compete – GPMS & Nexus | (1,205 | ) | (1,801 | ) | — | (150 | ) | (3,156 | ) | |||||||||||
| (-) Other | — | (1 | ) | — | — | (1 | ) | |||||||||||||
| Total - Accumulated amortization | (132,324 | ) | (39,707 | ) | — | (1,965 | ) | (173,996 | ) | |||||||||||
| Intangible assets, net | 700,866 | 4,908 | 61,225 | 57,152 | 824,151 | |||||||||||||||
(*) CTA – Cumulative translation adjustment
As of March 31, 2026, and December 31, 2025, there was no impairment indication for any of these assets.
| (a) | Placement agent costs represent amounts capitalized in connection with placement agent agreements entered into during the fundraising stage. These assets are amortized over the estimated life of the respective investment funds. In the event of early liquidation of an investment fund, the amortization period is adjusted accordingly. |
The remaining balance, as of March 31, 2026, is expected to be amortized as shown below:
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | 2035-2055 | Total | |
| Placement agent fees | 3,946 | 3,297 | 3,242 | 3,239 | 3,234 | 3,160 | 2,393 | 1,571 | 1,396 | 5,267 | 30,745 |
17
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| (b) | Additions to contractual rights during the three-month period ended March 31, 2026 primarily relate to the acquisitions of Solis and Iter, completed on January 2, 2026, and RBR, completed on February 2, 2026. The remaining balance relates to acquisitions completed in prior years. |
| Amortization period | |||||||||||
| Intangible asset | P2 Group | Blue Macaw | Bari | Move | PAM | GPMS | CSHG | Nexus | RBR | Iter | Solis |
| Contractual rights | 8-12 years | 3-20 years | 19 years | 17 years | 22 years | 6-26 years | 31-33 years | 17 years | 19 years | 16 years | 16 years |
| (c) | Non-contractual customer relationships refer to client relationships of Moneda, VBI, Igah and Kamaroopin. VBI customer relationships have a longer expected amortization period based on the nature of the capital structure of the underlying investment funds consisting of permanent capital. Brands refer to Moneda, VBI and Kamaroopin brands acquired through business combination. The table below summarizes the amortization period: |
| Intangible asset | Amortization period | |||
| Moneda | VBI | Igah | Kamaroopin | |
| Non-contractual customer relationships | 9 years | 29 years | 3 years | 5 years |
| Brands | 5 years | 8 years | - | 8 years |
| (d) | The following goodwill additions for the three-month period ended March 31, 2026 relate to: |
| i. | Solis and Iter |
Goodwill recognized in connection with the acquisitions of Solis and Iter amounted to US$9.6 million and US$2.0 million, respectively
| ii. | RBR |
Goodwill recognized in connection with the acquisition of RBR amounted to US$ 0.5 million.
Impairment considerations:
The Company performs its annual impairment assessment in December. On a quarterly basis, management evaluates whether any indicators of impairment exist that could suggest that the carrying amount of a cash-generating unit ("CGU") may not be recoverable. The recoverable amounts of cash generating units ("CGUs") are based on value-in-use ("VIU") that is calculated using discounted cash flow models. Cash flow projections used in discounted cash flow models incorporate the most recent business plans, revenue generation, and the cost structure associated with each CGU after considering product-level pipelines, historical fundraising cycles, investor behavior, and macro-economic conditions. For the period ended March 31, 2026 there was no impairment indicators therefore no impairment test was performed. Refer to Note 14 in our annual financial statements for full disclosure of our annual impairment test.
18
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
The following reflects the composition of goodwill as of March 31, 2026, and December 31, 2025, (including the effects of CTA) included in intangible assets allocated per acquisition:
| March 31, 2026 | December 31, 2025 | |||||||
| Credit | 162,887 | 152,524 | ||||||
| GPMS | 100,281 | 101,464 | ||||||
| Infrastructure | 2,728 | 2,750 | ||||||
| Private Equity | 36,766 | 36,391 | ||||||
| Public Equities | 48,120 | 48,515 | ||||||
| Real Estate | 94,971 | 90,453 | ||||||
| Energy trading | 8,358 | 8,029 | ||||||
| Balance | 454,111 | 440,126 | ||||||
| (e) | The following is the breakdown of intangible assets by region: |
| March 31, 2026 | December 31, 2025 | |||||||
| Brazil (i) | 439,382 | 254,780 | ||||||
| Cayman Islands | 216,483 | 215,231 | ||||||
| Chile (ii) | 112,758 | 117,270 | ||||||
| Colombia (iii) | 82,802 | 81,308 | ||||||
| Mexico | 4,318 | 4,127 | ||||||
| United Kingdom (iv) | 148,884 | 149,258 | ||||||
| United States of America | 538 | 32 | ||||||
| Other | 1,087 | 2,145 | ||||||
| Balance | 1,006,252 | 824,151 | ||||||
Intangible assets are allocated based on where the assets are located and include acquired intangible assets. For acquired intangible assets, the Company considers that the location of the intangibles is best reflected by the manager’s location of those assets.
Goodwill and intangible assets acquired allocated to Brazil include the impact from business combinations with Solis, Iter and RBR.
| 15. | Personnel and related taxes payable |
| March 31, 2026 | December 31, 2025 | |||||||
| Personnel and related taxes | 11,034 | 7,667 | ||||||
| Accrued vacation and related charges | 5,377 | 4,546 | ||||||
| Employee profit sharing (a) | 30,389 | 45,934 | ||||||
| Personnel and related taxes payable - current liabilities | 46,800 | 58,147 | ||||||
| (a) | The Company recognizes a provision for payment of profit sharing to employees, according to conditions approved by management, which is recorded as personnel expenses in the condensed consolidated statement of income. |
| 16. | Loans |
The Company has entered into several credit agreements with leading financial institutions through Patria Finance Ltd. ("PFL") as the counterparty and the Company as guarantor.
On December 1, 2023, PFL entered an unsecured credit facility with Banco Santander S.A. The revolving credit facility is due in April 2028 with an annual interest rate of SOFR plus 2.5%. Total drawdowns of US$273.3 million were made on the renewed credit facility with total repayments of US$247.8 million. The balance of US$25.5 million is outstanding on March 31, 2026.
19
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
On October 11, 2023, PFL entered two standby letters of credit (SBLCs) with Mizuho Bank, Ltd. and Citibank, N.A., each for GBP 11.0 million (a total of GBP 22.0 million). The SBLCs charge an annual interest rate of 2.5% and have a maturity date of June 30, 2026. The Company has not drawn down on either SBLC as of March 31, 2026.
On January 31, 2024, PFL entered two term loans with Mizuho Bank, Ltd. and Citibank, N.A., each for US$38.0 million (a total of US$76.0 million). Both term loans carry interest of SOFR plus 2.5% on an annual basis and each has a maturity date of January 31, 2027. During the period January 1, 2024, to December 31, 2024, the Company drew down US$76.0 million, which remains payable on March 31, 2026.
On August 21, 2023, Moneda Asset Management (MAM) entered a working capital facility with Banco de Chile for CLP 5.0 billion (US$5.2 million). The credit facility carries interest of Tasa Bancária Nominal + 3.60%, per annum and was renewed on November 5, 2025, for a term of 11 months. No drawdowns were made under the facility as of March 31, 2026.
On December 6, 2024, the Company entered a revolving credit facility with Mizuho Bank for the value of US$50.0 million. The facility carries interest of SOFR + 2.25% per annum with December 3, 2025, as maturity date. The maturity date of the revolving credit facility was extended to December 3, 2026. Total drawdowns of US$106.4 million (US$106.4 million for 2025) were made on the credit facility with total repayments of US$56.4 million (US$56.4 million for 2025). The balance of US$50.0 million is outstanding on March 31, 2026.
On February 27, 2026, the Company entered a revolving credit facility with Citibank, N.A for the value of US$100.0 million. The facility carries interest of SOFR + 1.50% per annum with February 25, 2027, as maturity date. During the period from February 27, 2026, to March 31, 2026, the Company drew down US$100.0 million, which remains payable on March 31, 2026.
| Balance as of | March 31, 2026 | December 31,2025 | ||||||
| Opening balance at beginning of the reporting period | 174,868 | 227,971 | ||||||
| Loans drawn | 191,800 | 261,296 | ||||||
| Loans paid | (115,798 | ) | (312,766 | ) | ||||
| Loan fees incurred | (612 | ) | (1,573 | ) | ||||
| Loan fees amortization | 1,454 | 1,584 | ||||||
| Interest expense accrued | 3,483 | 12,081 | ||||||
| Interest repaid | (190 | ) | (13,742 | ) | ||||
| Currency translation adjustment | 115 | 17 | ||||||
| Closing balance at the end of the reporting period | 255,120 | 174,868 | ||||||
| Current | 255,120 | - | ||||||
| Non-current | - | 174,868 | ||||||
Loans are initially measured at fair value minus transaction costs and subsequently measured at amortized cost.
Covenants
According to the terms of the credit agreements, the Company is committed to being compliant with the following financial covenants, on an annual basis:
| (i) | To maintain a Total Debt to Fee Related Earnings (“FRE”) not exceeding 2.5:1.0; and |
| (ii) | To maintain a minimum Assets Under Management (“AUM”) of $20,000 million. |
20
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
Total debt is comprised of all loan facilities from banks. FRE represents the value described in the Company’s 20F filing for December 31, 2025.
As of March 31, 2026, and December 31, 2025, the Company was compliant with the stipulated financial covenants as stated above.
Non-financial covenants are monitored by the Company on a regular basis with no non-compliance reported to date. Non-financial covenants include:
| · | Compliance with environmental laws; |
| · | Providing notice of litigation and other matters; |
| · | Preservation of corporate existence and related matters; |
| · | Maintenance of property, plant and equipment; |
| · | Compliance with laws and governmental approvals; |
| · | Use the proceeds for general investments, working capital, and general corporate purposes of the Borrower and its Subsidiaries, and ensure no part of the proceeds is used for purchasing or carrying margin stock or for any purpose which violates the provisions; |
| · | Comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws, and maintain policies and procedures designed to ensure compliance with these laws; |
| · | Filing of 20F on time with the SEC including extensions permitted by the SEC; |
| · | Maintain a system of accounting, and keep books, records and accounts as may be required or as may be necessary to permit the preparation of financial statements; and |
| · | Retaining key management. |
| 17. | Taxes payable |
| March 31, 2026 | December 31, 2025 | |||||||
| Taxes on revenues | 1,806 | 2,835 | ||||||
| Income taxes (a) | 12,008 | 8,380 | ||||||
| Other taxes payable | 1,685 | 822 | ||||||
| Taxes payable | 15,499 | 12,037 | ||||||
| (a) | Income taxes payable mainly comprised of income taxes due to tax authorities in Chile, Colombia and the United Kingdom. |
| 18. | Other liabilities |
| March 31, 2026 | December 31, 2025 | |||||||
| Suppliers (a) | 159,552 | 58,841 | ||||||
| Advances to customers | 7,629 | — | ||||||
| Lease liabilities (b) | 5,771 | 4,333 | ||||||
| Unearned revenues (d) | 29,848 | — | ||||||
| Other current liabilities | — | 573 | ||||||
| Other current liabilities | 202,800 | 63,747 | ||||||
| Asset-backed payable (c) | 69,476 | 68,374 | ||||||
| Lease liabilities (b) | 17,434 | 19,483 | ||||||
| Other non-current liabilities | 333 | 268 | ||||||
| Other non-current liabilities | 87,243 | 88,125 | ||||||
| (a) | The supplier balance for March 31, 2026, includes US$ 146 million for Tria due to increased energy trading. |
| (b) | The Company is the lessee in lease agreements for which the underlying assets are the office spaces located in Grand Cayman, Bogotá, London, New York, Montevideo, Santiago, São Paulo and Medellín as disclosed in note 21(a). |
21
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| (c) | The Company entered into an agreement with a financial institution selling US$75.0 million accounts receivable from PBPE Fund IV at a discounted amount of US$66.9 million (refer to Note 8(b) in these condensed consolidated interim financial statements) and incurred an agreement fee of US$0.7 million. The selling price of US$66.9 million is accounted for at amortized cost and discounted at an effective interest rate of 6.08% per. The liability is to be settled by June 2027. |
| (d) | Unearned revenue represents management fees invoiced where the payment has been received in advance. The services will be provided during the second quarter of 2026 with management fees to be recognized in the condensed consolidated statement of profit or loss then. |
| 19. | Deferred taxes |
| Temporary differences | December 31, 2024 | (Charged)/credited | March 31, 2025 | December 31, 2025 | (Charged)/credited | March 31, 2026 | ||||
| to profit or loss | directly to equity / CTA | to goodwill (c) | to profit or loss | directly to equity / CTA | to goodwill (c) | |||||
| Derivative options | - | - | - | - | - | - | - | - | - | - |
| Employee profit sharing provision and other personnel accruals | 6,756 | (3,034) | 424 | - | 4,146 | 6,270 | (4,852) | 2,770 | - | 4,188 |
| Intangible assets from business combinations | 1,777 | 9,584 | 1,710 | (58,230) | (45,159) | (42,561) | 1,452 | (88) | (8,537) | (49,734) |
| Deferred consideration from business combinations | 650 | 177 | 56 | - | 883 | 615 | 372 | 312 | - | 1,299 |
| Price adjustment from business combination | - | - | - | - | - | - | 1,608 | (872) | 4,639 | 5,375 |
| Contingent consideration payable | 4,818 | - | 377 | - | 5,195 | 5,469 | 1 | (126) | (5,378) | (34) |
| Tax losses (a) | 1,946 | 144 | 154 | - | 2,244 | 2,158 | 1,342 | 87 | - | 3,587 |
| Tax on Accrual for expenses | 581 | (12) | 20 | - | 589 | 2,416 | 1,819 | (1,457) | - | 2,778 |
| Tax depreciation of fixed assets | (272) | (24) | (14) | - | (310) | (352) | 37 | - | - | (315) |
| Deferred tax on performance fees - IFRS 15 | (52) | - | 28 | - | (24) | (1,059) | - | 384 | - | (675) |
| Gain from bargain purchase | (64) | 9 | (3) | - | (58) | (60) | - | - | - | (60) |
| Fair value adjustment (b) | (2,251) | (711) | (171) | - | (3,133) | (4,875) | (955) | (700) | - | (6,530) |
| Impact of IFRS 16 | 166 | 12 | 13 | - | 191 | 370 | (29) | 70 | - | 411 |
| Other | (5) | 4 | (3) | - | (4) | (5) | (61) | 72 | - | 6 |
| Net deferred tax balance | 14,050 | 6,149 | 2,591 | (58,230) | (35,440) | (31,614) | 734 | 452 | (9,276) | (39,704) |
| Deferred tax assets | 15,824 | 14,432 | 20,749 | 19,807 | ||||||
| Deferred tax liabilities | (1,774) | (49,872) | (52,363) | (59,511) | ||||||
| (a) | Deferred tax assets have been recognized due to tax losses in PILTDA, Moneda, VBI and Tria, based on Management’s assessment that sufficient future taxable profits are probable, supported by financial forecasts. |
| (b) | Fair value adjustments include a US$5.1 million deferred tax liability arising from unrealized gains recognized on energy trading contracts. |
| (c) | During 2025, a deferred tax liability ("DTL") was recognized with a corresponding increase in goodwill for the fair value adjustments made on the date of acquisition to intangible assets acquired through business combinations - refer to note 14. These business combinations took place prior to 2025 with the respective recognition of DTL and corresponding increase in goodwill during 2025 relating to prior financial periods. The deferred tax liability is recycled to the consolidated statement of income over the useful lives of the respective intangible assets. |
Realization of deferred tax assets recognized on temporary differences and assessed losses
On March 31, 2026, the Company recognized deferred tax assets (DTA) to the value of US$19.8 million (December 31, 2025, US$20.7 million) that include deferred tax on temporary differences and tax losses carried forward.
Management assessed the Company's ability to realize DTA recognized and concluded that the full amount of DTA reported on March 31, 2026, will be realized within the next ten years. The Company continues to monitor the realization of DTA.
22
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| 20. | Provisions and contingent liabilities |
For the periods covered by these unaudited condensed consolidated interim financial statements, the Company was not directly involved in lawsuits for which the possibility of loss was probable. Therefore, no provision was recorded relating to any of the matters below.
Tax Matters
The Company is involved in three administrative or judicial proceedings with a risk of loss evaluated as possible. These cases are summarized below:
| (a) | On December 16, 2019, the Brazilian Federal Revenue Service issued a tax assessment notice against Patria (Patria Investments Ltda.), demanding the collection of Social Integration Program (“PIS”), and Social Security Financing Contribution (“COFINS”), allegedly due on exported financial advice and consultancy services to Patria Finance Limited in 2015 and 2016. As of March 31, 2026, the estimated value involved in this proceeding was US$7.2 million (December 31, 2025: US$7.1 million). |
| (b) | On December 16, 2019, the Brazilian Federal Revenue Service issued a tax assessment notice against Patria (Patria Investimentos Ltda.), to demand the collection of social security contributions on profit sharing program payments and signing bonus in 2015 and 2016. We filed our defense and a decision by the administrative court is currently pending. As of March 31, 2026, the estimated amount involved in this proceeding was US$2.7 million (December 31, 2025: US$2.7 million). |
| (c) | On April 02, 2025, Platam Investments Brazil Ltda. (“PLATAM”) received a tax assessment notice questioning non-payment of municipal tax over services (“ISS”) in 2022 and 2023. The aggregated amount involved in this proceeding on March 31, 2026, was US$1.5 million (December 31, 2025: US$1.5 million). |
Civil Matters
On March 31, 2026, the Company was involved in a small number of related proceedings, mainly related to lawsuits filed by third parties seeking the Company's joint liability for the acts of certain of the Company's service providers and/or Portfolio Companies of Patria-managed funds; and one commercial dispute initiated by third parties seeking to hold the Company jointly liable in connection with the termination of a share purchase and sale agreement entered into by a portfolio company of one of the funds managed by the Company, in an amount of approximately US$74.9 million.
On April 17, 2026, the Company has been formally released from any liability in respect of the US$74.9 million commercial dispute referenced above. As a result, the Company is not involved in any material civil proceedings as of the date of this report.
Labor Matters
The Company is party to a small number of labor-related proceedings, all of which are immaterial individually and in aggregate. With input from the Company’s external counsel, management assessed the risk of loss in these proceedings as possible, and no provision has been recorded.
23
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| 21. | Commitments |
The Company is subject to commitments which occur in the normal course of business. The Company plans to fund these commitments out of existing facilities and internally generated funds.
| a. | Lease commitments |
The lease commitments in which the Company is a lessee refer to the leasing of its office spaces located in Grand Cayman, Bogotá, London, Montevideo, New York, Santiago; São Paulo and Medellín.
The condensed consolidated statements disclose the following amounts relating to leases:
Amounts recognized in the consolidated statement of financial position
| March 31, 2026 | December 31, 2025 | |||||||
| Right-of-use assets | 34,581 | 33,774 | ||||||
| (-) Depreciation of right-of-use assets | (13,741 | ) | (12,303 | ) | ||||
| Right-of-use assets | 20,840 | 21,471 | ||||||
| Lease liabilities (other current liabilities) | 5,771 | 4,333 | ||||||
| Lease liabilities (other non-current liabilities) | 17,434 | 19,483 | ||||||
| Lease liabilities | 23,205 | 23,816 | ||||||
Amounts recognized in the unaudited consolidated statement of income
| March 31, 2026 | March 31, 2025 | |||||||
| Depreciation of right-of-use assets | (1,241 | ) | (821 | ) | ||||
| Interest on lease liabilities | (430 | ) | (363 | ) | ||||
Amounts recognized in the consolidated statement of cash flows
| March 31, 2026 | March 31, 2025 | |||||||
| Principal paid | (1,188 | ) | (905 | ) | ||||
| Interest on lease liabilities | (430 | ) | (363 | ) | ||||
No notable lease movements took place during the three-month period ended March 31, 2026.
Refer to note 31 liquidity risk disclosures for maturity analysis on lease contracts.
Refer to note 32 for disclosures on leases with related parties.
| b. | Consideration payable from acquisition |
The following table reflects consideration payable from acquisition transactions.
| March 31,2026 | December 31,2025 | |||||||
| Consideration payable from acquisition (a) | 189,793 | 130,512 | ||||||
| Contingent consideration payable (b) | 36,556 | 41,429 | ||||||
| Deferred consideration payable (c) | 3,414 | 10,100 | ||||||
| Other consideration payable | 2,468 | 2,393 | ||||||
| Total consideration payable from acquisitions | 232,231 | 184,434 | ||||||
| Consideration payable from acquisition (a) | 123,004 | 102,382 | ||||||
| Contingent consideration payable (b) | 2,184 | 7,021 | ||||||
| Deferred consideration payable (c) | 1,736 | 9,056 | ||||||
| Current liabilities – consideration payable from acquisitions | 126,924 | 118,459 | ||||||
| Consideration payable from acquisition (a) | 66,789 | 28,130 | ||||||
| Contingent consideration payable (b) | 34,372 | 34,408 | ||||||
| Deferred consideration payable (c) | 1,678 | 1,044 | ||||||
| Other consideration payable | 2,468 | 2,393 | ||||||
| Non-current liabilities – consideration payable from acquisitions | 105,307 | 65,975 | ||||||
24
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| (a) | Consideration payable from acquisition is comprised of outstanding purchase prices payable for the acquisition of businesses and fund management rights. The consideration payable balances outstanding on March 31, 2026, are as follows: |
| i. | On July 15, 2025, the Company acquired the fund management rights of Genial Gestão and Plural Gestão de Recursos for R$82.0 million (US$14.9 million). The amount of R$31.6 million (US$5.9 million) was paid in cash at acquisition with the remaining balance payable in two equal installments on January 31, 2026, and June 30, 2026 (adjusted for time value of money using the Brazilian CDI rate). On January 29, 2026, the Company paid US$4.9 million in cash with a balance of US$5.6 million outstanding on March 31, 2026. |
| ii. | On July 1, 2025, the Company acquired Vectis Gestão de Recursos for R$100.0 million (US$18.3 million) which was merged into Patria VBI Securities Ltda. The amount of R$25.0 million (US$4.6 million) was paid on July 1, 2025, with the outstanding balance to be settled within the next thirty-six months (adjusted for time value of money using the Brazilian CDI rate). On March 31, 2026, a balance of US$15.9 million remains payable. |
| iii. | On December 23, 2024, the Company entered into an agreement acquiring an additional 29.72% interest in Igah IV for R$24.3 million (US$4.4 million) that will be settled in cash between the years 2024 and 2028 (adjusted for time value of money using the Brazilian CDI rate). The Company settled the amount of R$4.1 million (US$0.8 million) during December 2024 and R$2.9 million (US$0.5 million) during 2025. During first quarter of 2026, the Company paid US$1.3 million in cash settling the current portion of the consideration payable. On March 31, 2026, a balance of US$1.8 million remains payable (December 31, 2025: US$2.8 million). |
| iv. | On April 26, 2024, the Company acquired a carve-out interest in Aberdeen. The Company paid the amount of US$20.1 million on February 06, 2025, with a balance of US$29.0 million outstanding on March 31, 2026 (December 31, 2025: US$29.0 million). The outstanding amount was settled on April 24, 2026. |
| v. | On August 1, 2024, the Company exercised its option to acquire the remaining 50% interest in VBI from the non-controlling interest. The option arrangement was put in place between the Company and the non-controlling interest of VBI upon the business combination that took place during July 2022 (refer note 21(d)). The option arrangement includes the acquisition of 50% common shares and the preferred stock from previous owners of VBI. The consideration of R$404.5 million (US$73.5 million) for the 50% common shares of VBI will be settled through cash (R$229.2 million or US$41.7 million) and the issue of Class A common shares of the Company (R$175.3 million or US$31.9 million). The cash consideration will be/was settled as follows: |
| ▪ | R$22.2 million (US$4.2 million) on closing date (amount was paid on August 1, 2024); |
| ▪ | R$98.4 million (US$18.3 million) twelve months after closing date (amount was paid on August 13, 2025); and |
| ▪ | R$108.6 million (US$19.7 million) twenty-four months after the closing date (August 1, 2026). |
25
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
The preferred stock of R$38.7 million (US$7.1 million) is to be settled in cash. The first payment of R$3.8 million (US$0.7 million) was made on August 1, 2024, with a second payment of R$4.2 million (US$0.8 million) on July 31, 2025.
On January 20, 2026, the Company issued 1,074,339 Class A common shares of the Company (approximately US$18.7 million) settling the equity portion of the consideration payable - refer to note 33. Additionally, on January 29, 2026, the Company paid US$2.7 million in cash as settlement of the cash consideration payable. On March 31, 2026, US$22.5 million remains payable (December 31, 2025: US$39.6 million).
| vi. | The acquisition of CSHG in 2024 triggered a R$50 million (US$9.1 million) price adjustment to the consideration paid for the acquisition of VBI. R$25.0 million (US$4.9 million) was paid on April 1, 2024, issuing 337,992 Class A common shares of the Company. The remaining amount of R$28.4 million or US$5.2 million became due and payable on the finalization of CSHG funds transfer of which R$8.3 million (US$1.5 million) was settled in cash on August 1, 2024, and R$9.5 million (US$1.8 million) on August 13, 2025. R$17.8 million (US$3.4 million) remains payable on March 31, 2026, and will be settled in cash on August 1, 2026. |
| vii. | For the period ended March 31, 2026, no payments were due for the acquisition of Patria Asset Management (formerly BanColombia) with a balance of US$34.4 million that remains payable (December 31, 2025: US$33.0 million), to be settled in cash from December 2026 to December 2030. |
| viii. | On January 2, 2026, the Company acquired Solis Investimentos Ltda and Iter Gestora De Recursos Ltda., for R$220.7 million (US$40.1 million). The amount of R$132.2 million (US$25.3 million) was paid during the period from January to March 2026, with the outstanding balance to be settled within the next 12 months (adjusted for time value of money using the Brazilian CDI rate). On March 31, 2026, a balance of US$10.7 million remains payable. |
| ix. | On February 2, 2026, the Company acquired RBR Gestão de Recursos, for R$476.9 million (US$91.4 million). The amount of R$118.9 million (US$22.8 million) was paid in February 2026, with the outstanding balance to be settled over the next 36 months (adjusted for time value of money using the Brazilian CDI rate). On March 31, 2026, a balance of R$365.7 million (US$70.1 million) remains payable. |
| (b) | Contingent consideration payable is comprised of earn-outs payable to former owners of acquired businesses if agreed targets are reached. The contingent consideration balances outstanding on March 31, 2026, are as follows: |
| i. | The earn-out payable linked to the carve-out acquisition in Aberdeen Inc. had a fair value of US$28.8 million on March 31, 2026 (US$29.1 million on December 31, 2025) and remains payable on March 31, 2026. |
| ii. | The earn-out for BlueMacaw has a fair value of US$8.7 million on March 31, 2026. The Company recognized a payable of US$8.5 million during the year ended December 31, 2025, and settled US$1.0 million (US$0.5 million on April 10, 2025, and August 1, 2025, respectively). US$8.7 million remains payable on March 31, 2026. On April 7, 2026, the Company paid US$2.2 million - refer to note 33. |
| iii. | The Kamaroopin earn-out conditions were not satisfied as of the verification date, as such no amount is due or payable since December 31, 2025. |
26
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| (c) | Deferred consideration payable is comprised of retention bonuses payable to management and employees of certain acquired businesses. The retention bonuses outstanding on March 31, 2026, are as follows: |
| i. | A retention bonus to the amount of US$3.4 million (December 31, 2025: US$2.1 million) is payable to management and employees of CSHG that will be settled over a period of two to four years. |
| c. | Gross obligation under put option |
| i. | Igah GP IV – Option arrangements |
The business combination with Igah GP IV concluded on November 30, 2022, and included Igah Option arrangements to acquire the remaining interest in Igah GP IV from the selling shareholders.
The Company increased its interest in Igah GP IV on December 23, 2024, that resulted in partial derecognition of the gross obligation. The option to exercise the remaining portion of the call and put option was extended to take place between November 2025 and November 2027.
| ii. | Tria – Option arrangements |
The business combination with Tria, concluded on April 2, 2024, includes option arrangements with the non-controlling shareholders of Tria. The Tria put options can be individually exercised by each non-controlling shareholder, being December 31, (i) 2029; (ii) 2030; or (iii) 2031, the “Base Date” and each month of April for the years between 2029, 2030 or 2031 the “Option Window”. If the Tria put options are not exercised during the option window, the Company may exercise the Tria call options in the month of May immediately after the end of each Tria put option window.
The fair value of the Tria put option was determined using a Monte Carlo simulation. The assumptions for the simulation are the volatility of the variable in question, the risk-free discount rate and the time remaining until maturity. The corresponding entry related to the option was classified within other equity reserves as of March 31, 2026.
| iii. | Solis and Iter – Option arrangements |
The business combination with Solis and Iter concluded on January 2, 2026, and includes option arrangements with the non-controlling shareholders of Solis and Iter. Both put and call options may be exercised during a 120-day window starting in January 2029. The corresponding entry related to the option was classified within other equity reserves as of March 31, 2026.
Changes in gross obligations under put option for the periods ended on March 31, 2026 and 2025, were as follows:
| Notes | Igah IV | Tria | Solis | Iter | Total | |||||||||||||||||
| Balance on December 31, 2024 | 2,503 | 15,755 | — | — | 18,258 | |||||||||||||||||
| Cumulative translation adjustment | (897 | ) | 2,324 | — | — | 1,427 | ||||||||||||||||
| Gross obligation recognized/ (derecognized) | (637 | ) | 2,159 | — | — | 1,779 | ||||||||||||||||
| Gross obligation fair value changes | 26 | (969 | ) | 4,339 | — | — | 3,113 | |||||||||||||||
| Balance on December 31, 2025 | — | 24,577 | — | — | 24,577 | |||||||||||||||||
| Balance on December 31, 2025 | — | 24,577 | — | — | 24,577 | |||||||||||||||
| Cumulative translation adjustment | — | (904 | ) | — | — | (904 | ) | |||||||||||||
| Gross obligation recognized (a) | — | — | 26,046 | 6,965 | 33,011 | |||||||||||||||
| Gross obligation adjustments | 78 | — | — | — | 78 | |||||||||||||||
| Balance on March 31, 2026 | 78 | 23,673 | 26,046 | 6,965 | 56,762 |
27
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| 22. | Net revenue from services |
| Three-month periods ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue from management fees (a) | 99,741 | 80,232 | ||||||
| Revenue from incentive fees | 27 | 264 | ||||||
| Revenue from performance fees (b) | — | 767 | ||||||
| Fund fees | 99,768 | 81,263 | ||||||
| Revenue from advisory and other ancillary fees | 3,541 | 1,961 | ||||||
| Total gross revenue from services | 103,309 | 83,224 | ||||||
| Rebate fees | (3,683 | ) | (2,170 | ) | ||||
| Taxes on revenue | (2,557 | ) | (1,487 | ) | ||||
| Net revenue from services | 97,069 | 79,567 | ||||||
| The following is the breakdown of revenue by region (c): | ||||||||
| Brazil | 22,821 | 13,323 | ||||||
| Cayman Islands | 34,901 | 33,726 | ||||||
| Chile | 11,558 | 8,202 | ||||||
| Colombia | 5,464 | 4,094 | ||||||
| Uruguay | 1,014 | 798 | ||||||
| United Kingdom (d) | 20,425 | 18,406 | ||||||
| Mexico | 48 | — | ||||||
| United States of America | 838 | 1,018 | ||||||
| Net revenue from services | 97,069 | 79,567 | ||||||
| (a) | Growth in revenue from management fees compared to March 31, 2025, is driven by business combinations concluded during the first quarter of 2026 (refer to note 30) as well as inflows within the credit funds. |
| (b) | Disclosure of revenue by geographic location is based on the registered domicile of the manager receiving fees. The investment funds managed by the Company attract and retain many global investors that represent the Company's portfolio of clients. None of the Company's individual clients represent more than 10% of the total revenues for the periods presented. |
| 23. | Personnel expenses and carried interest allocation |
| Three-month periods ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Salaries and wages | (15,997 | ) | (13,847 | ) | ||||
| Rewards and bonuses | (10,992 | ) | (5,692 | ) | ||||
| Social security contributions and payroll taxes | (3,792 | ) | (2,190 | ) | ||||
| Strategic Bonus | — | (199 | ) | |||||
| Restructuring costs – personnel | (8,014 | ) | (1,143 | ) | ||||
| Share based incentive plan (refer to note 29(d)) | (3,465 | ) | (3,583 | ) | ||||
| Other bonus paid | (2,042 | ) | — | |||||
| Other short-term benefits | (2,599 | ) | (2,414 | ) | ||||
| Personnel expenses | (46,901 | ) | (29,068 | ) | ||||
| Carried interest allocation expenses (a) | — | — | ||||||
28
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| (a) | Carried interest allocation refers to the Company’s employees’ right to up to 35% of the performance fees recognized from certain investments funds. As of March 31, 2026, US$ 28.8 million (US$ 22.1 million as current and US$ 6.7 million as non-current) (December 31, 2025: US$ 27.6 million with US$ 19.3 million as current and US$ 8.3 million as non-current) remains payable primarily related to performance fees recognized from investment funds. |
| 24. | Amortization of intangible assets |
| Three-month periods ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Amortization of non-contractual customer relationships | (3,635 | ) | (4,218 | ) | ||||
| Amortization of contractual rights | (3,104 | ) | (3,283 | ) | ||||
| Amortization of placement agents’ fees | (538 | ) | (660 | ) | ||||
| Amortization of brands | (961 | ) | (910 | ) | ||||
| Amortization of software | (551 | ) | (433 | ) | ||||
| Amortization of non-competes | (464 | ) | (432 | ) | ||||
| Amortization of intangible assets (refer to note 14) | (9,253 | ) | (9,936 | ) | ||||
| 25. | General and Administrative expenses |
| Three-month periods ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Professional services | (6,674 | ) | (4,993 | ) | ||||
| IT and telecom services | (1,977 | ) | (1,705 | ) | ||||
| Depreciation of right-of-use assets | (1,241 | ) | (821 | ) | ||||
| Travel expenses | (1,307 | ) | (1,136 | ) | ||||
| Marketing and events | (1,110 | ) | (968 | ) | ||||
| Occupancy expenses | (712 | ) | (697 | ) | ||||
| Depreciation of property and equipment | (632 | ) | (475 | ) | ||||
| Professional services - SPAC | — | (258 | ) | |||||
| Insurance | (144 | ) | (186 | ) | ||||
| Taxes and contributions | (248 | ) | (231 | ) | ||||
| Materials and supplies | (765 | ) | (103 | ) | ||||
| Other administrative expenses | (182 | ) | (472 | ) | ||||
| General and Administrative expenses | (14,992 | ) | (12,045 | ) | ||||
| 26. | Other income and Other expenses |
Three-month periods ended March 31, | ||||||||
| Other income | 2026 | 2025 | ||||||
| Energy trading contracts – net realized gains | — | 1,873 | ||||||
| Energy trading contracts – fair value adjustments | 4,072 | 2,165 | ||||||
| 4,072 | 4,038 | |||||||
| Other expenses | ||||||||
| Transaction costs | (2,787 | ) | (419 | ) | ||||
| Gross obligation adjustment | — | (1,103 | ) | |||||
| Integration costs (a) | (311 | ) | (2,092 | ) | ||||
| Other | 96 | 226 | ||||||
| (3,002 | ) | (3,388 | ) | |||||
| (a) | Expenditure paid to third party service providers assisting in the reorganization and integration of acquired businesses to improve the Company’s long-term future performance and efficiency. |
29
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| 27. | Finance Income and Financial expenses |
Three-month periods ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Financial income | ||||||||
| Financial investment income | 1,433 | 490 | ||||||
| Realized gains from long-term investments | — | 20 | ||||||
| Unrealized gains on other financial instruments | 1,614 | — | ||||||
| Unrealized gains on asset-linked receivable | — | 3,053 | ||||||
| Foreign exchange gains | 2,315 | 215 | ||||||
| Other financial income | 2 | — | ||||||
| Total finance income | 5,364 | 3,778 | ||||||
| Financial expenses | ||||||||
| Unrealized losses on long-term investments | (821 | ) | (5,007 | ) | ||||
| Unrealized loss on warrant liability | — | (1,102 | ) | |||||
| Unrealized losses on other financial instruments | — | (929 | ) | |||||
| Unrealized losses on total return swap | (5,311 | ) | — | |||||
| Consideration payable from acquisition adjustments | (4,382 | ) | (1,665 | ) | ||||
| Commission, brokerage and financing expenses | (2,201 | ) | (245 | ) | ||||
| Interest on lease liabilities | (430 | ) | (363 | ) | ||||
| Interest on loans (refer to note 16) | (3,483 | ) | (3,529 | ) | ||||
| Interest on accounts receivable | — | (3,087 | ) | |||||
| Interest on asset-backed payable | (1,102 | ) | — | |||||
| Foreign exchange losses | (3,148 | ) | (446 | ) | ||||
| Other financial expenses | (852 | ) | (1,228 | ) | ||||
| Total finance expenses | (21,730 | ) | (17,601 | ) | ||||
| 28. | Income taxes expenses |
As an entity headquartered in the Cayman Islands, the Company is subject to a tax neutral regime whereas subsidiaries of the Company headquartered in Brazil, Colombia, Chile, the United Kingdom, the United States of America, and Hong Kong are subject to income taxes as set out by local tax laws.
Three-month periods ended March 31, | ||||||||
| Reconciliation of income tax | 2026 | 2025 | ||||||
| Income before income taxes | 9,231 | 14,604 | ||||||
| Impact of difference in tax rates of foreign subsidiaries | (4,627 | ) | (7,513 | ) | ||||
| Other | — | 9,467 | ||||||
| Total income taxes (a) | (4,627 | ) | 1,954 | |||||
| Current | (5,361 | ) | (4,195 | ) | ||||
| Deferred (b) | 734 | 6,149 | ||||||
| Effective tax rate - total | (50.1 | %) | (13.4 | %) | ||||
| (a) | No amounts related to income taxes have been recognized directly in equity. |
| (b) | Refer to note 19 for a breakdown in deferred tax movements for the three-month periods ended March 31, 2026, and March 31, 2025. |
30
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
International Tax Reform – Pillar Two
The International Tax Reform - Pillar Two Model Rules, also referred to as the "Global Anti-Base Erosion" or "GloBE" Rules, was released by the Organization for Economic Co-operation and Development (OECD) on December 20, 2021. Delegates from all Inclusive Framework (IF) member jurisdictions developed the rules, and over 135 jurisdictions agreed to update the international tax system, considering it was no longer fit for purpose in a globalized and digitalized economy.
Pillar Two Rules aim to ensure that large multinational enterprises with consolidated revenues of EUR 750 million or more in at least two of the last four years pay a minimum effective corporate tax rate of 15% on income arising in each jurisdiction with revenue-generating activities. The means by which GloBE must be incorporated into domestic law is determined by each implementing jurisdiction.
For the period ending March 31, 2026, the Company has not incurred any top-up tax, considering it did not meet the requirements to be classified as a large multinational enterprise. The global revenues accounted for under IFRS have not exceeded EUR 750 million in at least two of the last four years, and the Company also does not expect to exceed the mentioned threshold in the 2026 financial year.
Furthermore, the Company operates in multiple jurisdictions (Uruguay, Brazil, Cayman Islands, Chile, Colombia, Argentina, Hong Kong, the United States of America, and the United Kingdom), and the application of the Pillar Two rules requires jurisdictions to enact legislation to apply the Pillar Two rules.
Transfer pricing and related tax considerations
All the jurisdictions in which the Company operate have enacted rules on transfer pricing that require intragroup transactions to be conducted on arm’s-length terms.
The Company regularly obtains advice regarding, inter alia, transfer pricing from external tax advisors to ensure that transactions conducted between and among subsidiaries, including, but not limited to, provision of marketing, investor relations, investment advisory and business support services, are made on a commercial basis and consistent with the arm’s length principle as set forth under the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations issued by the Organization for Economic Co-Operation and Development (the “OECD Guidelines”), as well as local legislation of the entities involved in the controlled transactions.
| 29. | Equity |
| (a) | Capital |
The Company’s Memorandum and Articles of Association (“Articles of Association”) authorizes the issuance of up to US$100,000, consisting of 1,000,000,000 shares of par value US$0.0001. Of those authorized shares, (i) 500,000,000 are designated as Class A common shares, (ii) 250,000,000 are designated as Class B common shares, and (iii) 250,000,000 are undesignated as yet and may be issued as common shares or shares with preferred rights. Class B common shares are entitled to 10 votes per share and Class A common shares are entitled to one vote per share.
The Company currently has a total of 162,286,721 common shares issued and outstanding, of which 69,341,291 are Class A common shares and 92,945,430 are Class B common shares. As at the
31
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
quarter ending March 31, 2026, Patria holds 892,874 Class A shares as treasury shares, resulting in a total of 161,393,847 common shares outstanding.
Conversion
The outstanding Class B common shares are convertible at any time as follows: (1) at the option of the holder, a Class B common share may be converted at any time into one Class A common share or (2) upon the election of the holders of a majority of the then-outstanding Class B common shares, all outstanding Class B common shares may be converted into the same quantity of Class A common shares. In addition, each Class B common share will convert automatically into one Class A common share upon any transfer, whether for value or no value, except for certain transfers described in the Articles of Association. Furthermore, each Class B common share will convert automatically into one Class A common share, and no Class B common shares will be issued thereafter if, at any time, the total number of the issued and outstanding Class B common shares is less than 10% of the total number of shares outstanding.
Restrictions on transfer
As part of the Moneda business combination, Moneda’s former partners have entered into a Moneda Lock-Up Agreement restricting them from selling any shares held by them, disclosing their intention to sell any shares held by them, converting Class B common shares into Class A common shares, entering into any derivative transactions or making any demand for the registration of any shares held by them. These restrictions are in place from the fifth anniversary of the Moneda acquisition's closing date (December 01, 2021) until the earlier of (a) the Moneda former partner's termination of employment with the Company or its affiliates, and (b) the 60th day after the expiration of the relevant tax statute of limitations for 50% of the relevant collateral shares.
As of March 31, 2026, and December 31, 2025, the issued share capital was distributed as follows:
| March 31, 2026 | December 31, 2025 | |||||||||||||||
| Shares | Capital (US$) | Shares | Capital (US$) | |||||||||||||
| Total | 161,393,847 | 16,140 | 159,468,552 | 15,947 | ||||||||||||
| Class A | 68,448,417 | 6,845 | 66,523,122 | 6,652 | ||||||||||||
| Class B | 92,945,430 | 9,295 | 92,945,430 | 9,295 | ||||||||||||
| (b) | Additional paid-in capital |
The Additional Paid-in Capital amounts recorded as of March 31, 2026, and December 31, 2025, are presented below:
| March 31, 2026 | December 31, 2025 | |||||||
| Class A | 502,422 | 461,153 | ||||||
| Class B | 186,101 | 186,101 | ||||||
| Gross total | 688,523 | 647,254 | ||||||
| Utilized for dividends declared (refer to note 29(c)) | (79,759 | ) | (57,850 | ) | ||||
| Net additional paid-in capital | 608,764 | 589,404 | ||||||
The movements in additional paid-in capital for the three-month period ended March 31, 2026, are summarized below:
| i. | On January 26, 2026, the Company issued 1,074,339 Class A common shares (US$ 18.7 million) to VBI’s previous owners as part settlement of the VBI option exercise. |
32
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| ii. | On February 24, 2026, the Company issued 1,693,231 Class A common shares (US$ 22.6 million) settling bonuses of employees and key management as part of the bonus share plan. |
| (c) | Dividends |
Dividends are declared and paid to the Company’s shareholders quarterly deploying accumulated retained earnings. The current year’s dividends declared to date were in excess of available retained earnings, however, under Cayman Law, dividends may also be distributed out of additional paid-in capital. As a result, additional paid-in capital of US$21.9 million (December 31, 2025: US$9.5 million) was transferred to retained earnings to fund the dividends declared in excess of accumulated retained earnings. The Company remains in a position to pay its debts as they fall due in the ordinary course of business.
Dividends declared and paid by the Company to the Company’s shareholders for the three-month periods ended March 31, 2026, and year ended December 31, 2025 were:
| Shareholder | March 31, 2026 | December 31, 2025 | ||||||||||||||
| US$ | US$ | |||||||||||||||
| Class A | 10,289 | 0.15 | 39,375 | 0.60 | ||||||||||||
| Class B | 13,793 | 0.15 | 55,767 | 0.60 | ||||||||||||
| Total | 24,082 | 0.15 | 95,142 | 0.60 | ||||||||||||
(d) | Share based incentive plans |
The equity incentive programs under the long-term incentive plan (“LTIP”) are restricted share plans in which eligible participants include members of the Company’s management and its employees. Beneficiaries under the equity incentive programs are granted rights to shares based on certain criteria (time and performance vesting conditions). The final eligibility of any beneficiary to participate in the LTIP is determined by the LTIP Committee.
The LTIP was approved and launched on November 28, 2022. From 2022 going forward a maximum of 600,000 shares can be granted from the LTIP. As of December 31, 2025, Grants A and B disclosed below have been granted from the LTIP.
A new LTIP was approved and launched on February 26, 2024. From 2024 going forward, a maximum of 5,380,000 shares can be granted from the LTIP. As of March 31, 2026, Grant C, Grant D and Matching program disclosed below have been granted from the LTIP.
Grant A
Grant A was provided to eligible participants commencing from January 2022 in accordance with the terms of the LTIP.
The defined maximum number of shares under Grant A shall not exceed 101,408 (84,506 Performance Restricted Units (“PSUs”) were granted to eligible participants under Grant A and the remaining 16,902 PSUs may be issued in the future, subject to the boost grant requirements being met.)
Grant B
Grant B was provided to eligible participants commencing from January 2023 in accordance with the terms of the LTIP.
33
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
The defined maximum number of shares under Grant B shall not exceed 357,132 (297,610 PSUs were granted to eligible participants under Grant B and the remaining 59,522 PSUs may be issued in the future, subject to the boost grant requirements being met.)
Grant C
Grant C was provided to eligible participants commencing from June 2024 in accordance with the terms of the LTIP.
The defined maximum number of shares under Grant C shall not exceed 3,389,796. PSUs totaling 2,384,830 were granted to eligible participants under Grant C, and the remaining 564,966 PSUs may be issued in the future, subject to the boost grant requirements being met. 543,953 Restricted Stock Units (“RSUs”) were also issued where eligible participants are required to remain in service for a specified period with no performance condition attached to the RSUs.
Grant D
Grant D was provided to eligible participants commencing from January 2025 in accordance with the terms of the LTIP.
The defined maximum number of shares under Grant D shall not exceed 2,353,655 (1,961,379 PSUs were granted to eligible participants under Grant D and the remaining 392,276 PSUs may be issued in the future, subject to the boost grant requirements being met.)
Matching program
The Matching program was provided to eligible participants commencing from February 2024 in accordance with the terms of the LTIP.
The defined maximum number of shares under the Matching program shall not exceed 924,008 RSUs which were granted during 2024.
The defined maximum number of shares under the Matching program for 2025 shall not exceed 1,557,247 RSUs which were all granted.
IPO Grant
The IPO Grant was subject to the completion of the IPO registration and approved by the board of director’s meeting on May 19, 2021, and is closed to new participants. The IPO grant mirrors the vesting conditions of Grant A, excluding the commencement date and share price on grant date used for measuring achievement of time and vesting conditions.
The defined maximum number of shares under the IPO grant shall not exceed 410,115 (289,183 PSUs were granted and the remaining 120,932 PSU might be issued subject to the boost grant requirements being met).
The table below reflects the share plan activity for the periods ended March 31, 2026, and December 31, 2025:
| IPO Grant | Grant A | Grant B | Grant C | Grant D | Grant C | Matching program | ||
| Number of PSUs (in thousands) | Number of RSUs (in thousands) | |||||||
| Outstanding, December 31, 2024 | 79 | 65 | 260 | 2,785 | - | 544 | 908 | |
| Granted | - | - | - | - | 1,961 | - | 1,557 | |
| Forfeited | - | - | - | (15) | (17) | - | (112) | |
| Vested | - | - | - | - | - | (61) | - | |
| Outstanding, December 31, 2025 | 79 | 65 | 260 | 2,770 | 1,944 | 483 | 2,353 | |
| Granted | - | - | - | - | - | - | - | |
| Vested | - | - | - | - | - | - | - | |
| Forfeited | - | - | - | - | - | - | - | |
| Outstanding, March 31, 2026 | 79 | 65 | 260 | 2,770 | 1,944 | 483 | 2,353 | |
34
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
The weighted-average fair value of PSU and RSU shares was determined on the grant date and calculated based on a Monte Carlo simulation, which incorporates the effects of the performance conditions on the fair value. Dividends were not considered separately in the model since the participants are compensated with more shares when dividends are distributed during the vesting period and the Total Shareholder Return (“TSR”) performance condition already considers dividends distributed as part of the calculation.
| LTIP | Grant date | Weighted-average fair value | ||||
| IPO grant | January 22, 2021 | US$ | 13.05 | |||
| Grant A | December 1, 2022 | US$ | 8.80 | |||
| Grant B | January 22, 2023 | US$ | 12.37 | |||
| Grant C - PSU | January 19, 2024 | US$ | 9.99 | |||
| Grant C - RSU | June 30, 2024 | US$ | 12.06 | |||
| Grant D - PSU | January 22, 2025 | US$ | 7.51 | |||
| Matching program | February 28, 2024 | US$ | 14.89 | |||
| Matching program | February 28, 2025 | US$ | 9.12 | |||
Reconciliation of the capital reserves:
| Description | 2026 | 2025 | ||||||
| Opening balance – January 01 | 46,646 | 22,041 | ||||||
| Share based incentive plan expense (Refer to note 23) | 3,465 | 17,298 | ||||||
| Bonus share plan accrual | — | 19,168 | ||||||
| Bonus share plan settled | (22,554 | ) | (11,627 | ) | ||||
| RSU vested | — | (234 | ) | |||||
| Closing balance – March 31 | 27,557 | 46,646 | ||||||
| (e) | Earnings per share (basic and diluted) |
Basic earnings per share have been calculated based on the Company’s consolidated net income attributable to the holders of the Company’s common shares for the three-month period ended March 31, 2026.
Share transactions that affected basic earnings per share
Employee-profit sharing
Certain employees received their profit-sharing awards for the year ending December 31, 2025, in the form of Class A common shares of the Company. As the shares vested with the issuance of 1,693,231 Class A common shares of the Company to the eligible employees, the weighted average impact of the issuance (approximately 680,619 shares) has been included in the basic earnings per share for the three-month period ended March 31, 2026.
35
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
VBI call option exercised
On August 01, 2024, the Company exercised its option to acquire the remaining 50% interest in VBI. The option arrangement was put in place between the Company and the non-controlling interest of VBI upon the business combination that took place during July 2022. The option arrangement includes the acquisition of 50% common shares and the preferred stocks from previous owners of VBI with the purchase consideration that includes an equity settlement of R$ 175.3 million (approximately US$ 32.0 million) that will be settled with the issuance of Class A common shares of the Company in two equal tranches during January 2025 and January 2026. The 2025 tranche was settled on January 21, 2025, and the weighted average impact of approximately 1,247,000 shares has been included in the basic earnings per share for the three-month period ended March 31, 2025. The 2026 tranche was settled on January 20,2026, and the weighted average impact of approximately 1,074,339 shares has been included in the basic earnings per share for the three-month period ended March 31, 2026.
Potential share transactions considered for diluted earnings per share
Share based incentive plans
PSUs
The potential dilutive impact of share-based incentive programs with performance conditions is dependent on whether vesting conditions are deemed to be met on the reporting date. On March 31, 2026, and December 31, 2025, the performance conditions were not met with no impact on diluted earnings per share. PSUs could potentially dilute basic earnings per share in future.
RSUs
RSUs are stock units with a service condition. On reporting date, all the service conditions are deemed to be met for outstanding RSUs and the weighted average number of potential shares, determined by using the treasury share method, is included in the calculation of diluted earnings per share for the period ended March 31, 2026 (approximately 1,270,649 shares).
CSHG deferred consideration – with vesting requirements
With the acquisition of CSHG key employees of the acquired business will be compensated through the issue of Class A common shares of the Company, if the required vesting conditions are met. The total future and outstanding compensation of approximately US$5.3 million is subject to a vesting period between 2026 until 2027. The weighted average number of potential shares to be issued, if vesting conditions are met, are included in the calculation of diluted earnings per share for the period ended March 31, 2026 (approximately 91,012 shares).
There are no further outstanding financial instruments or agreements convertible into potentially dilutive common shares for the period ended March 31, 2026.
| Three-month periods ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net income for the period attributable to the Owners of the Company | 2,173 | 15,664 | ||||||
| Basic weighted average number of shares | 160,536,787 | 158,167,095 | ||||||
| Basic earnings per share | 0.01354 | 0.09903 | ||||||
| Diluted weighted average number of shares | 162,175,007 | 159,987,993 | ||||||
| Diluted earnings per share | 0.01340 | 0.09791 | ||||||
36
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| (f) | Gross obligation – non-controlling interest |
The business combination with Tria includes put option arrangements relating to the non-controlling interest as disclosed in note 21(c). The amounts payable under the option arrangements are recognized as the unaudited consolidated financial instruments reflecting the present value of the expected gross obligation payable under the arrangements and form part of other reserve in the consolidated statement of changes in equity. As of March 31, 2026, the gross obligation had a present value of US$23.8 million (December 31, 2025: US$ 24.6 million).
The business combination with Solis and Iter includes put option arrangements with the non-controlling shareholders of Solis and Iter, granting them the right to sell their remaining 49% interest to the Company at a future date, as disclosed in note 21(c). The amounts payable under the option arrangements are recognized as the unaudited consolidated financial instruments reflecting the present value of the expected put option payable under the arrangements and form part of other reserves in the consolidated statement of changes in equity. As of March 31, 2026, the put option had a value of US$33.0 million.
| (g) | Treasury shares |
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury shares reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within additional paid-in capital.
During February 2026, the Patria bought back 892,874 shares from its shareholders and the market, in the amount of US$ 12.7 million.
| (h) | Cumulative Translation Adjustments |
The Company translates the financial information of its subsidiaries from their functional currency to U.S. dollars, which is the Company's and the Company's presentation currency. The effects of the translation are accounted for and presented on Equity under the caption "Cumulative Translation Adjustments".
| (i) | Non-controlling interests |
As of March 31, 2026, the Company had eight subsidiaries with non-controlling interests as per the table below.
| Equity | Income / (loss) | |||||||||||||||||||
| For periods ended | Three-month periods ended March 31, | |||||||||||||||||||
| Non-controlling interest | Interest | March 31, 2026 | December 31, 2025 | 2026 | 2025 | |||||||||||||||
| Patria Asset Management | 49.26 | % | 20,795 | 19,937 | 555 | 310 | ||||||||||||||
| Tria | 41.18 | % | 12,212 | (1,092 | ) | 976 | 572 | |||||||||||||
| Patria Real Estate Latam* | 1.10 | % | 230 | 232 | 19 | 3 | ||||||||||||||
| PEVC I General Partner IV* | 57.08 | % | 200 | 157 | 42 | 9 | ||||||||||||||
| Pat HoldCo Servicios* | 49.00 | % | 2,324 | 2,337 | (6 | ) | — | |||||||||||||
| SH Manco Holding* | 25.00 | % | 124 | 98 | — | — | ||||||||||||||
* Due to the immaterial values attributable to the non-controlling interest in these subsidiaries, no additional information is disclosed in these unaudited condensed consolidated interim financial statements.
37
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| 30. | Business combinations |
The following business combinations were accounted for under the acquisition method:
| (a) | Solis Investimentos Ltda and Iter Gestora de Recursos Ltda in Brazil |
On January 2, 2026, the Company completed a transaction to obtain a controlling interest of 51% in the voting equity interest of Solis Investimentos Ltda., a Brazilian investment manager specializing in structuring and management of Collateralized Loan Obligations (“CLOs“), for a total consideration transferred of US$33.4 million (R$174.6 million).
During the first quarter of 2026, the Company paid in cash US$25.3 million of the total consideration. The remaining balance which is recorded as consideration payable in the amount of US$8.1 million will be settled in cash in May 2026 and January 2027 (Note 21(b)). The remaining 49% equity interest continues to be held by the existing shareholders and is presented as non-controlling interests.
The acquired business contributed revenue of US$ 4.1 million and net income of US$ 1.1 million to the Company for the period January 2, 2026, to March 31, 2026. The acquisition-related cost of US$0.4 million is included in the Company’s condensed consolidated statement of income for the period ended March 31, 2026.
On January 2, 2026, Solis completed a transaction acquiring 51% controlling interest in Iter Gestora de Recursos Ltda (“Iter”), for a total consideration transferred of US$8.8 million (R$46.2 million). During the first quarter of 2026, the Company paid US$6.7 million in cash, with the remaining balance recorded in consideration payable and is payable in cash in 2027. The remaining 49% equity interest continues to be held by the existing shareholders and is presented as non-controlling interests.
The acquired business contributed revenue of US$ 1.0 million and net profit of US$ 0.6 million to the Company for the period January 2, 2026 to March 31, 2026. There is no acquisition-related cost included in the Company’s condensed consolidated statement of income for the period ended March 31, 2026.
If all business combinations had happened at the beginning of the period, the Net Revenue and Net Income for the company consolidated would have been US$ 97,074 and US$ 4,606, respectively.
The goodwill recognized from the acquisitions of Solis and Iter is primarily attributable to expected synergies from combining the acquired credit origination, structuring, investment management and monitoring capabilities with the Company’s existing platform, as well as future growth opportunities and the value of the assembled workforce. The goodwill recognized from the business combination with Solis and Iter will be deductible for tax purposes, however under Brazilian tax regulations, this benefit is only allowed after the completion of the legal merger of the entity.
38
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
Details of the purchase consideration paid, the net identifiable assets acquired, non-controlling interest and goodwill recognized are listed in the table below.
| (b) | RBR Gestão de Recursos in Brazil |
On February 2, 2026, the Company completed the acquisition of a 100% interest in RBR Gestão de Recursos Ltda. ("RBR"), a Brazilian investment manager overseeing twelve funds, eleven of which are listed Real Estate Investment Trusts (“REITs”) primarily focused on credit and multi-asset strategies.
The total consideration transferred was US$91.4 million (R$477.3 million). During the first quarter of 2026, the Company had paid US$22.7 million of the total consideration, with the remaining balance payable, recorded as deferred consideration payable, will be settled in cash between the second half of 2026 and in 2029 (Note 21(b)).
Following the acquisition of RBR, the Company recognized the acquired business as a single integrated operation, with the economic substance of the transaction being the acquisition of RBR’s fund management activities. Following the acquisition date, the activities of RBR were fully integrated into the Company’s existing operations and are not separately monitored or reported being impracticable to disclose RBR’s revenue and profit or loss since the acquisition date on a standalone basis. Consequently, the Company is unable to reliably determine the revenue and profit or loss attributable to RBR for the period from the acquisition date to the reporting date, and therefore such amounts have not been disclosed separately, as they are included within the consolidated results of the Company. Management also concluded that the pro forma impact as if the acquisition had occurred on January 1, 2026, would not have been material. The acquisition-related cost of US$0.3 million is included in the Company’s condensed consolidated statement of income for the period ended March 31, 2026.
The goodwill recognized from the acquisition of RBR is primarily attributable to expected synergies from the integration of RBR’s fund management activities into the Company’s Real Estate platform, including expanded scale, fundraising opportunities, product diversification and operational efficiencies. The goodwill recognized in connection with the RBR acquisition is expected to qualify for tax deductibility under Brazilian tax legislation, subject to the completion of certain corporate and tax structuring actions and compliance with applicable legal requirements. As of March 31, 2026, the amount of goodwill is expected to be fully deductible.
The purchase price allocations for Solis, Iter and RBR remain provisional as of March 31, 2026, pending completion of the independent valuation. The Company continues to evaluate the fair values of identifiable intangible assets acquired and the related deferred tax effects. During the measurement period, provisional amounts may be adjusted to reflect information about facts and circumstances that existed at the respective acquisition dates. Any such adjustments will be recognized retrospectively, with a corresponding impact on goodwill, where applicable.
39
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
Details of the purchase consideration paid, the net identifiable assets acquired, non-controlling interest and goodwill recognized are listed in the table below.
51% Solis January 2, 2026 | 51% Iter January 2, 2026 | 100% RBR February 2, 2026 | ||||||||||
| Cash consideration paid (a) | 25,320 | 6,684 | 22,775 | |||||||||
| Consideration payable (note 21(b)) | 8,123 | 2,162 | 68,595 | |||||||||
| Total consideration transferred | 33,443 | 8,846 | 91,370 | |||||||||
| Non-controlling interest (b) | 22,949 | 6,532 | — | |||||||||
| Total consideration and non-controlling interest (b) | 56,392 | 15,378 | 91,370 | |||||||||
| Cash and cash equivalents | 899 | 157 | 20 | |||||||||
| Accounts receivable | 2,760 | 389 | 3,539 | |||||||||
| Recoverable taxes | 21 | — | 2 | |||||||||
| Short term investments | — | — | — | |||||||||
| Property, plant and equipment | 456 | 7 | — | |||||||||
| Other assets | 19 | — | — | |||||||||
| Accounts payable | (65 | ) | (2 | ) | (7 | ) | ||||||
| Personnel liabilities | — | — | (1,939 | ) | ||||||||
| Corporate liabilities | (330 | ) | (13 | ) | — | |||||||
| Tax liabilities | (1,778 | ) | (328 | ) | (55 | ) | ||||||
| Deferred tax asset / (liabilities) | (8,988 | ) | (2,623 | ) | — | |||||||
| Other liabilities | (108 | ) | — | — | ||||||||
| Intangible assets: contractual rights | 53,948 | 15,743 | 89,320 | |||||||||
| Net identifiable assets acquired | 46,834 | 13,330 | 90,880 | |||||||||
| Total consideration less net identifiable assets acquired: Goodwill | 9,558 | 2,048 | 490 | |||||||||
The identifiable intangible assets recognized primarily represent contractual customer-related rights acquired as part of the Solis, Iter and RBR acquisitions. The fair values of these assets were determined using income-based valuation techniques, including discounted cash flow methodologies for Solis and Iter, and Excess Earnings methodology for RBR. Those methodologies incorporate assumptions regarding expected future cash flows, customer retention, contract renewal patterns and discount rates.
Deferred tax liabilities recognized as part of the acquisitions primarily relate to differences between the assigned fair values of acquired identifiable intangible assets and their respective tax bases.
| (a) | Purchase consideration – cash outflow for the period ending March 31, 2026, to acquire the subsidiaries, net of cash acquired: |
51% Solis January 2, 2026 | 51% Iter January 2, 2026 | 100% RBR February 2, 2026 | Total | |||||||||||||
| Cash flow reconciliation | ||||||||||||||||
| Cash consideration paid | 25,320 | 6,684 | 22,776 | 54,780 | ||||||||||||
| Less: Cash acquired | (899 | ) | (157 | ) | (20 | ) | (1,076 | ) | ||||||||
| Net outflow/(inflow) of cash flow statement- investing activities | 24,421 | 6,527 | 22,756 | 53,704 | ||||||||||||
| Non-cash reconciliation | ||||||||||||||||
| Total consideration and non-controlling interest (b) | 56,392 | 15,378 | 91,370 | 163,140 | ||||||||||||
| Less: Cash consideration paid | (24,421 | ) | (6,527 | ) | (22,756 | ) | (53,704 | ) | ||||||||
| Non-cash additions to the Company’s Statement of Financial Position | 31,971 | 8,851 | 68,614 | 109,436 | ||||||||||||
| (b) | The Company recognizes non-controlling interests in an acquired entity either at fair value or at the non-controlling interest's proportionate share of the acquiree's identifiable net assets. The accounting policy election is made separately for each business combination. For the acquisitions of Solis and Iter, the Company elected to measure the non-controlling interests at their |
40
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
proportionate share of the acquirees' identifiable net assets, resulting in non-controlling interests of US$22.9 million and US$6.5 million, respectively.
| 31. | Financial instruments |
| (a) | Financial instruments by categories |
The Company classifies its financial instruments into the categories below:
| Fair value Level | March 31, 2026 | December 31, 2025 | ||||||||||
| Financial assets | ||||||||||||
| Financial assets at amortized cost | ||||||||||||
| Accounts receivable | 297,006 | 198,583 | ||||||||||
| Cash and cash equivalents | 50,881 | 53,601 | ||||||||||
| Client funds on deposit and receivables | 25,412 | 25,868 | ||||||||||
| Project advances | 13,702 | 12,270 | ||||||||||
| Deposit/guarantee on lease agreement | 2,482 | 2,558 | ||||||||||
| Other financial instruments – pre-paid energy trading contracts | 16,131 | 15,049 | ||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||
| Short term investments | 1 | 35,970 | 35,111 | |||||||||
| Investments held in trust account | 2 | — | — | |||||||||
| Accounts receivable - Lavoro | 1 | 15,385 | 15,385 | |||||||||
| Long-term investments – KMP Growth Fund II | 2 | 23,143 | 23,144 | |||||||||
| Long-term investments - Lavoro | 1 | 94 | 1,065 | |||||||||
| Long-term investments - other | 2 | 23,889 | 20,318 | |||||||||
| Other financial assets – Call options | 3 | 6,749 | 6,372 | |||||||||
| Other financial assets – Energy trading contracts | 2 | 162,474 | 164,449 | |||||||||
| Other financial assets – Total return swap | 2 | — | 1,194 | |||||||||
| Financial liabilities | ||||||||||||
| Financial liabilities at amortized cost | ||||||||||||
| Asset-backed payable | 69,476 | 68,374 | ||||||||||
| Gross obligation under put option | 46,249 | 24,577 | ||||||||||
| Loans | 255,120 | 174,868 | ||||||||||
| Client funds payable | 25,412 | 25,868 | ||||||||||
| Lease liabilities | 23,204 | 23,816 | ||||||||||
| Consideration payable on acquisition | 195,675 | 143,005 | ||||||||||
| Suppliers | 159,702 | 58,841 | ||||||||||
| Other financial liabilities – total return swap | ||||||||||||
| Financial liabilities at fair value through profit or loss | ||||||||||||
| Other financial liabilities – Energy trading contracts | 2 | 141,539 | 149,879 | |||||||||
| Contingent consideration payable on acquisition | 3 | 36,557 | 41,429 | |||||||||
| Other financial liabilities – Total return swap | 2 | 3,952 | — | |||||||||
| (b) | Financial instruments measured at fair value |
The fair value measurement methodologies are classified according to hierarchical levels, as included in the Consolidated Financial Statements for the year ended December 31, 2025.
Financial instruments measured at amortized cost
As of March 31, 2026, and December 31, 2025, the recognized values of financial instruments measured at amortized cost correspond approximately to their fair values. Financial instruments are
41
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
initially recognized at the present value of the future settlement value and subsequently adjusted for the time value of money where the future expected settlement value is significantly different from the present value. Time value of money is accounted for on loans, gross obligation under put options, consideration payable on acquisitions and lease liabilities. The remainder of financial instruments are considered short-term in nature and the current recognized value approximates its’ fair value.
| (c) | Risk management |
The Company is exposed to the following risks arising from the use of financial instruments:
| (i) | Credit risk |
| (ii) | Liquidity risk |
| (iii) | Market risk |
The Company determines concentrations of risk by assessing the nature, extent, and impact of risks in its investment portfolio. This assessment considers a range of factors that are relevant to its investment strategy and objectives, including geographic concentration, industry concentration, counterparty risk, market risk, and liquidity risk.
To manage concentrations of risk, the Company uses various risk management strategies, including diversification, hedging, and monitoring of counterparty credit risk. The Company also regularly reports on its risk management activities and the effectiveness of its risk management policies and procedures to its audit committee and board of directors.
While the Company uses quantitative measures, such as percentages of its portfolio invested in particular regions or industries, to help determine concentrations of risk, it also uses its judgment and experience in assessing the overall impact of concentrations of risk on its investment portfolio and making informed investment decisions.
| i. | Credit risk |
Credit risk is the possibility of incurring a financial loss if a client or a counterpart in a financial instrument fails to perform its contractual obligations.
The Company has low exposure to credit risk because its customer base consists of investors in each investment fund. These investors are required to comply with the capital calls to repay related investment fund expenses. If capital calls are not complied with, the participation of that investor is diluted among the remaining investors of the investment fund. In addition, management fees could be settled by the sale of the underlying investments kept by the investment funds. The cash and short-term investments are maintained in large banks with high credit ratings.
Furthermore, accounts receivable balances as of March 31, 2026, and December 31, 2025, are primarily management fees, performance fees of investment funds and advisory fees.
The amounts receivable and project advances as of March 31, 2026, are expected to be received as demonstrated below:
| Overdue | Due in | |||||||||||||||||||||||||||||||||||||||||||
| Less than 90 days | 91 to 180 days | 181 to 270 days | 271 to 360 days | Over 360 days | 01 to 90 days | 91 to 180 days | 181 to 270 days | 271 to 360 days | Over 360 days | Total | ||||||||||||||||||||||||||||||||||
| Accounts Receivable (a) | 14,466 | 3,211 | 2,255 | 2,625 | 13,760 | 26,568 | 149,817 | 345 | 3,506 | 95,838 | 312,391 | |||||||||||||||||||||||||||||||||
| Project Advances | — | — | — | — | — | 3,944 | 3,405 | 1,689 | 4,664 | — | 13,702 | |||||||||||||||||||||||||||||||||
| Total | 14,466 | 3,211 | 2,255 | 2,625 | 13,760 | 30,512 | 153,222 | 2,034 | 8,170 | 95,838 | 326,093 | |||||||||||||||||||||||||||||||||
42
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| (a) | Due in "Over 360 days" include: |
| • | The postponed balance of US$76.8 million for PBPE VI LP. (“PBPE Fund IV”) - refer to note 8(b). |
| • | The Lavoro asset-linked receivable of US$15.4 million - refer to note 8(c). |
| ii. | Liquidity Risk |
Liquidity risk is the possibility that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial assets which might affect the Company 's payment ability, taking into consideration the different currencies and settlement terms of its financial assets and financial liabilities.
The Company actively manages its cash and cash equivalents and short-term investments, keeping them available for paying its obligations and reducing its exposure to liquidity risk. In addition, the Company has the option for certain financial instruments to be settled either in cash or through its own equity instruments, Class A common shares.
Expected future payments reflect undiscounted future cash outflows to settle financial liabilities as of March 31, 2026, which are shown below.
| Expected liabilities to be paid in | ||||||||||||||||||||||||
| 01 to 60 days | 61 to 120 days | 121 to 180 days | 181 to 360 days | Over 360 days | Total | |||||||||||||||||||
| Suppliers | 159,702 | — | — | — | — | 159,702 | ||||||||||||||||||
| Lease payments | 1,083 | 1,083 | 1,083 | 3,216 | 21,578 | 28,043 | ||||||||||||||||||
| Loans (a) | 2,418 | 1,552 | 780 | 260,934 | 3,094 | 268,778 | ||||||||||||||||||
| Consideration payable on acquisition | 34,542 | 10,329 | 40,301 | 31,470 | 84,205 | 200,847 | ||||||||||||||||||
| Contingent consideration payable on acquisition | 2,185 | — | — | — | 24,860 | 27,045 | ||||||||||||||||||
| Gross obligation under put option | — | — | — | — | 46,614 | 46,614 | ||||||||||||||||||
| Financial liabilities – energy trading contracts (b) | 26,201 | 20,615 | 18,113 | 42,681 | 33,929 | 141,539 | ||||||||||||||||||
| Asset-backed payable (c) | — | — | — | — | 75,000 | 75,000 | ||||||||||||||||||
| Client funds payable (d) | 25,412 | — | — | — | — | 25,412 | ||||||||||||||||||
| Total | 251,543 | 33,579 | 60,277 | 338,301 | 289,280 | 972,980 | ||||||||||||||||||
| (a) | Principal values are expected to be settled on maturity – refer to note 16 for maturity dates of loans with financial institutions. |
| (b) | The Company has an equivalent of US$179.5 million in energy trading financial assets which decreases the Company's liquidity risk on settlement date – refer to note 12(c) for the aging of financial assets and liabilities on energy trading. |
| (c) | To be settled with funds receivable from PBPE Fund IV - refer to note 8(b). |
| (d) | Settled with proceeds held in Client funds on deposit account - refer note 7. |
| iii. | Market risk |
Market risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed to the following market risk:
| · | Security price risk, |
43
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| · | Commodity price risk, |
| · | Interest rate risk, and |
| · | Foreign exchange risk |
The Company’s policy is to minimize its exposure to market risk.
Security price risk:
Long-term investments made by the Company represent investments in investment fund products where fair value is derived from the reported Net Asset Values (“NAV”) for each investment fund, which in turn are based upon the value of the underlying assets held within each of the investment fund products and the anticipated redemption horizon of the investment fund product. Investment fund products expose the Company to market risk and therefore this process is subject to limits consistent with the Company’s risk appetite. To manage its price risk arising from investments in securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.
A 10% (December 31, 2025: 10%) increase in the price of Level 2 Long-term investments, with other variables held constant, would have increased the net profit before tax by US$ 4.7 million (December 31, 2025: US$ 4.3 million). A 10% decrease in the price will have an equal but opposite effect.
The valuation of the total return swap is linked to the fluctuation in PAX share price and a 10% increase in the share price would increase the net income before income tax by US$2.9 million. A 10% decrease in the price will have an equal but opposite impact.
Commodity price risk:
The Company trades energy contracts in Brazil as disclosed in note 12(c). Commodity price risk exists as the Company is exposed to unexpected changes in energy prices due to extraordinary events. The risk is managed by controlling exposure to price fluctuations within acceptable parameters while optimizing returns.
The Company has a net financial asset position in energy contracts of US$37.1 million - refer to note 12(c). A 10% fluctuation in current energy prices in Brazil will result in a US$1.9 million change in the Company’s net financial asset position.
Foreign exchange risk
Foreign exchange risk results from a possible change in foreign exchange rates that would affect the finance income or expenses, and the assets or liability balances of contracts indexed to a foreign currency. The Company measures its foreign exchange exposure by subtracting its non-US dollar currencies liabilities from its respective denominated assets, thus obtaining its net foreign exchange exposure and the amount affected by exchange fluctuations.
Sensitivity analysis
Interest rate risk
The Company has loans with leading financial institutions as summarized in note 16. The financial institutions charge interest at SOFR plus a fixed premium. An interest rate risk exists due to possible unexpected changes in the SOFR rate.
44
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
The sensitivity analyses have been determined based on the exposure for floating rate payable at the reporting date.
|
Net risk Position*
|
Sensitivity to 100bps Increase | Sensitivity to 100bps decrease | |
| Sensitivity of net profit or loss before tax | 3,483 | (526) | 526 |
* The net risk position represents the interest expense for the period ended March 31, 2026
Foreign exchange risk
The sensitivity analysis is based on financial assets and financial liabilities exposed to currency fluctuations against the US dollar, as demonstrated below:
| As of March 31, 2026: | ||||||||||||||||||||||||||||
| Balance in each exposure currency | ||||||||||||||||||||||||||||
| BRL(a) | HKD (b) | CLP (c) | COP (d) | GBP (e) | Other (f) | Exchange Variation impact considering 10% decline in the year end rates. | ||||||||||||||||||||||
| Cash and cash equivalents | 5,509 | 992 | 9,965 | 1,684 | 7,194 | 1,427 | 2,677 | |||||||||||||||||||||
| Short term investments | 20,198 | — | 1,094 | 12,075 | — | — | 3,337 | |||||||||||||||||||||
| Client funds on deposit | — | — | 25,412 | — | — | — | 2,541 | |||||||||||||||||||||
| Accounts receivable | 165,398 | 563 | 22,203 | 5,708 | 47,554 | 57 | 24,148 | |||||||||||||||||||||
| Projects Advance | 4,870 | — | 339 | 436 | 359 | — | 600 | |||||||||||||||||||||
| Deposit/guarantee on lease agreement | 19 | 43 | 1,317 | 29 | 840 | — | 225 | |||||||||||||||||||||
| Long-term investments | 7,689 | — | 378 | 1,999 | 3,139 | — | 1,320 | |||||||||||||||||||||
| Client funds payable | — | — | (25,412 | ) | — | — | — | (2,541 | ) | |||||||||||||||||||
| Lease liabilities | (5,764 | ) | — | (3,017 | ) | (1,569 | ) | (7,832 | ) | — | (1,818 | ) | ||||||||||||||||
| Suppliers | (148,540 | ) | (51 | ) | 333 | (751 | ) | (6,369 | ) | (5 | ) | (15,538 | ) | |||||||||||||||
| Loans | 3 | — | — | (334 | ) | — | — | (33 | ) | |||||||||||||||||||
| Other financial assets | 6,749 | — | — | — | — | — | 675 | |||||||||||||||||||||
| Other financial liabilities | (3,952 | ) | — | — | — | — | — | (395 | ) | |||||||||||||||||||
| Gross obligation under put option | (23,751 | ) | — | — | — | — | — | (2,375 | ) | |||||||||||||||||||
| Consideration payable on acquisition | (132,730 | ) | — | — | (36,861 | ) | (28,806 | ) | — | (19,840 | ) | |||||||||||||||||
| Contingent consideration payable on acquisition | — | — | — | — | (28,843 | ) | — | (2,884 | ) | |||||||||||||||||||
| Net Impact | (9,901 | ) | ||||||||||||||||||||||||||
(a) BRL - Brazilian Real, (b) HKD - Hong Kong dollar, (c) CLP - Chilean Peso, (d) COP - Colombian Peso, (e) GBP - Pound Sterling (f) Other - Mexican Peso & Peruvian Nuevo Sol
| 32. | Related parties |
| (a) | Key management compensation |
The amounts paid to directors and officers for their roles as executives for the three-month periods ended March 31, 2026, and 2025 included in “Personnel expenses” are shown below:
Three-month periods ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Key management compensation | (2,098 | ) | (2,306 | ) | ||||
For the three-month period ended March 31, 2026, the Company has accrued US$ 2.5 million (three-month period ended March 31, 2025: US$ 1.3 million) as bonuses payable to key management.
45
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
Additionally, for the three-month period ended March 31, 2026, the Company accrued US$ 0.3 million (three-month period ended March 31, 2025: US$ 0.2 million) as a Strategic Bonus payable to key management as described in note 15(b) with US$ 1.1 million payable as of March 31, 2026 (December 31, 2025: US$ 1.6 million). The accruals for key management and strategic bonuses provided for are included in "Personnel expenses".
| (b) | Deferred consideration |
As described in note 21.b(c), deferred consideration is payable to the management of CSHG and GPMS. The deferred consideration payable to Moneda management was finalized and paid for by issuing 2,423,546 Class A common shares on January 31, 2025.
| (c) | Long-term investments |
The Company purchased shares on behalf of PBPE General Partner V, Ltd.’s investment fund Private Equity Fund V (PE V) in Lavoro Agro Limited (“Lavoro”) for approximately US$8.2 million. Lavoro was a private equity investment of PE V prior to going public and entering into a business combination (closed February 28, 2023) with an independent SPAC entity, formerly known as TPB Acquisition Corporation I.
| (d) | Carried interest allocation |
As described in note 23(a), up to 35% of the performance fee receivable from certain of the Company’s investment funds are payable to the Company’s employees.
| (e) | Share based incentive plan |
As described in note 29(d), the Company has share based incentive plans to provide long-term incentives to certain employees, directors, and other eligible participants in exchange for their services.
| (f) | Lease commitments |
Note 21(a) details lease payments made for various office premises and include the following leases with related parties
| i. | Moneda has a related party entity that was excluded from the Moneda acquisition. As a result, a lease contract was entered into by MAM I and MCB in 2021 and MAGF in 2022 with their related party entity Moneda III SpA (beneficially owned by Moneda’s former partners). |
| ii. | PLATAM leases office space in Brazil from Gestão e Transformação Infraestrutura, a service provider to portfolio companies managed by the Company. |
| iii. | Patria Asset Management leases its office space in Medelin, Colombia, from Fondo Inmobiliario Colombia, a fund managed by the Company. |
The impact of the above-mentioned leases on the condensed consolidated statement of financial position and condensed consolidated statement of profit or loss were as follows:
46
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
Condensed Consolidated Statement of Financial Position
| Related party lease – Santiago | March 31, 2026 | December 31, 2025 | |
| Lease liabilities (current) | 563 | 574 | |
| Lease liabilities (non-current) | 1,430 | 1,610 |
| Related party lease - Gestão e Transformação Infraestrutura | March 31, 2026 | December 31, 2025 | |
| Lease liabilities (current) | 326 | 300 | |
| Lease liabilities (non-current) | 899 | 934 |
| Related party lease - Fondo Inmobiliario Colombia | March 31, 2026 | December 31, 2025 | |
| Lease liabilities (current) | 71 | 67 | |
| Lease liabilities (non-current) | 867 | 809 |
Condensed Consolidated Statement of Profit & Loss
| Related party lease – Santiago | March 31, 2026 | March 31, 2025 | |
| Principal paid | 145 | 127 | |
| Depreciation of right-of-use assets | 145 | 208 | |
| Interest incurred on lease liabilities | 12 | 23 |
| Related party lease - Gestão e Transformação Infraestrutura | March 31, 2026 | March 31, 2025 | |
| Principal paid | 126 | 121 | |
| Depreciation of right-of-use assets | 86 | 93 | |
| Interest incurred on lease liabilities | 39 | 56 |
| Related party lease - Fondo Inmobiliario Colombia | March 31, 2026 | March 31, 2025 | |
| Principal paid | 45 | 38 | |
| Depreciation of right-of-use assets | 26 | 22 | |
| Interest incurred on lease liabilities | 29 | 26 |
(g) | Tria option arrangements |
Four directors of Tria hold a 41,18% interest in Tria. The option arrangements provide the Company with the option to acquire the remaining 41.18% interest in Tria from these individuals – refer to note 21(d)(iii).
| (h) | Igah option arrangements |
Three directors of PILTDA hold a 57.08% share in Igah GP IV. The option arrangements provide the Company with the option to acquire the remaining 57.08% share in the company from these individuals – refer to note 21(c)(i).
| 33. | Events after the reporting period |
| (a) | Acquisition – Solis Investimentos in Brazil |
During the period from April 1 to June 30, 2026, the Company recognized a purchase price adjustment related to the business combination with Solis Investimentos in the amount of US$2.2 million payable, resulting in total consideration payable of US$44.8 million. As of the date of issuance of these consolidated interim financial statements, the Company paid 72% of the total consideration, with the remaining balance payable between the second half of 2026 and 2029.
47
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
| (b) | Acquisition – RBR Gestão de Recursos in Brazil |
During the period from April 1 to June 30, 2026, the Company recognized a purchase price adjustment related to the business combination with RBR Gestão de Recursos in the amount of US$0.1 million receivable, resulting in a total consideration payable of US$92.1 million. As of the date of issuance of these consolidated interim financial statements, the Company had paid 26% of the total consideration, with the remaining balance payable between the second half of 2026 and 2029.
| (c) | Acquisition – WP Global Partners in the United States of America |
On February 2, 2026, the Company entered into an agreement to acquire 100% interest in WP Global Partners LLC, a US based private equity solutions manager focused on the lower-middle market. The acquisition aims to strengthen the Company's local presence and investment capacity in North America and supports increasing global investor demand for middle-market private equity exposure.
On April 1, 2026, the Company completed the execution of the agreement and entered into a business combination with WP Global Partners, for a total consideration of US$30 million plus earn out conditioned to certain revenues increase thresholds up to US$50 million. The Company settled a total US$15.0 million of the consideration during April 2026 with the remainder of the cash consideration to be settled between 2027 and 2029.
| (d) | Consideration payable from acquisitions |
The Company settled the following consideration payable from acquisitions post period-end up until the date of issuance of these consolidated interim financial statements:
| · | On April 7, 2026, the Company paid US$2.2 million in cash settling the current portion of BlueMacaw contingent consideration - refer to note 21.b(b)(iii). |
| · | On April 24, 2026, the Company paid US$29.5 million in cash settling the consideration payable for the carve-out acquisition in Aberdeen - refer to note 21.b(b)(ii). |
| · | On April 23, 2026, the Company issued 158,309 Class A common shares of the Company (approximately US$ 2 million net of taxes) that settled the deferred consideration payable comprised of retention bonuses to management and employees of CSHG as part settlement of consideration payable - refer to Note 21(c)(i) for further details. |
| · | On June 30, 2026, the Company paid US$ 5.2 million in cash settling the current portion of Genial Investimentos’ Funds in Brazil contingent consideration - refer to note 21.b(a)(i). |
| · | On July 1, 2026, the Company paid US$5.5 million in cash settling the current portion of Vectis Gestão in Brazil contingent consideration - refer to note 21.b(a)(ii). |
| (e) | Issuance of Senior Notes by Patria Finance Limited |
On May 6, 2026, Patria Finance Limited, a subsidiary of the Company (together with the Company, the "Company"), priced a private placement of senior notes in an aggregate principal amount of US$350.0 million (the "Notes"), issued in three tranches fixed-rate and long-term debt with maturities ranging from 5-10 years and coupons from 6.0%-to-6.6%:
| # | Tranche | Principal Amount | Coupon | Final Maturity |
| 1 | 5-year Notes | US$ 50.0 million | 6.02% | May 6, 2031 |
| 2 | 7-year Notes | US$ 100.0 million | 6.30% | May 6, 2033 |
| 3 | 10-year Notes | US$ 200.0 million | 6.60% | May 6, 2036 |
48
Patria Investments Limited
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2026, and December 31, 2025, and for the three-month periods ended March 31, 2026, and 2025
(Amounts in thousands of United States dollars - US$, except where otherwise stated)
The Notes were issued at par to a Company of institutional investors pursuant to a private placement exempt from registration under the U.S. Securities Act of 1933, as amended, documented under a Note Purchase Agreement. Interest is payable semi-annually in arrears on May 6 and November 6 of each year, beginning on November 6, 2026. The Notes are subject to a make-whole call provision (Treasury rate plus 50 basis points) and to customary affirmative and negative covenants, including certain financial maintenance covenants applicable to the Company.
| (f) | Share Repurchases |
Subsequent to the Reporting Date, the Company continued the execution of its existing share repurchase program with respect to its Class A common shares, through two complementary mechanisms:
• Total Return Swap arrangement
In addition, on March 26, 2026, the Company entered into a Master Confirmation in respect of the Company's Class A common shares, documented under an ISDA 2002 Master Agreement executed in March 11, 2026. The initial implementation of this Total Return Swap program, authorizing a hedge position of up to approximately 1.5 million shares, was completed during the second quarter of 2026. As of the date of this evaluation, approximately 840 thousand shares had been acquired by the Dealer pursuant to this arrangement, representing a partial utilization of the total program.
The Transaction is structured as a total-return equity swap, whereby the Company, as Fixed Amount Payer, pays a fixed rate on the Equity Notional Amount, and the Dealer, as Equity Amount Payer, passes through to the Company the total economic return (including price appreciation/depreciation and dividends) on the underlying shares. The Transaction is physically settled in Class A common shares at the Termination Date (April 7, 2027, subject to business day adjustment), with an option for either party to elect full or partial early unwind (an "Elective Termination") within 60 days following the Effective Date.
| (g) | Issuance of Class A common shares |
During the period from April 1 to June 30, 2026, the Company issued a total of 1,136,234 Class A common shares. Of this amount, 158,309 Class A common shares were issued in settlement of the consideration payable from acquisitions related to CSHG, and the remaining 977,925 Class A common shares were issued in the ordinary course of business under the Patria Investments Limited Long-Term Incentive Plan (“LTIP”) for management and employees of Company and these issuances under the LTIP are consistent with the Company's Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on February 27, 2026.
| (h) | Dividends |
Patria declared a quarterly dividend of $0.1625 per share to record holders of common stock at the close of business on May 18th, 2026 and paid on June 11th, 2026.
* * *
Stela de Aguiar Cerqueira
Company Chief Accounting Officer
Raphael Denadai
Company Chief Financial Officer
Alexandre T. A. Saigh
Company Chief Executive Officer
49