Nuvini Founder and CEO Pierre Schurmann Commits $6 Million at Significant Premium to Market Price

Rhea-AI Summary

Nuvini (Nasdaq: NVNI) announced that Founder and CEO Pierre Schurmann agreed to invest $6.0 million via a direct private placement at $4.00 per share, described as a significant premium to market. Xurmann Investments will acquire 1,500,000 ordinary shares and receive five-year warrants to buy 300,000 additional shares at $25.00 per share.

The warrants, if fully exercised, would provide an additional $7.5 million. Pro forma shares outstanding after closing are expected to be 11,533,802. Proceeds will fund debt repayment and acquisitions. Closing expected within 45 days, subject to customary approvals. Company reiterated FY2025 EBITDA $9–11M and a path to $85–95M run-rate EBITDA by end of Q1 2026.

Positive

• Founder investment of $6.0M at $4.00 per share
• Warrants for 300,000 shares at $25.00 add $7.5M potential proceeds
• Proceeds earmarked for debt repayment and acquisitions
• FY2025 EBITDA guidance of $9–11M with path to $85–95M run-rate

Negative

• Potential dilution if 300,000 warrants are exercised
• Transaction subject to closing conditions and approvals within 45 days

Key Figures

Founder investment $6 million Direct private placement of equity securities

Share purchase price $4.00 per share Founder’s private placement price, premium to market

Shares acquired 1,500,000 shares Ordinary shares to be acquired by founder vehicle

Warrants 300,000 warrants Five-year warrants granted alongside share purchase

Warrant exercise price $25.00 per share Exercise price for additional shares via warrants

Potential warrant proceeds $7.5 million Proceeds if all warrants are fully exercised

Shares outstanding 11,533,802 shares Ordinary shares outstanding post-closing

FY2025 EBITDA guidance $9–$11 million Previously announced FY2025 EBITDA guidance

Market Reality Check

$3.40 Last Close

Volume Volume 164,726 is 1.53× the 20-day average, signaling elevated interest ahead of the insider deal. high

Technical Shares at $3.40 are trading below the 200-day MA of $4.74 and 97.21% below the 52-week high.

Peers on Argus

NVNI was up 12.21% pre-news while peers were mixed: YXT up 8.7%, HKIT up 1.32%, INLX and NTWK down and PHUN flat, indicating stock-specific drivers rather than a broad software move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 17	Board appointment	Positive	+5.7%	Added AI-focused board member to support AI-driven strategy execution.
Nov 05	Capital markets update	Positive	+6.2%	Capital markets webcast outlining targets, capital allocation, and insider ownership.
Nov 03	Long-term targets	Positive	-4.9%	Announced multi-year EBITDA targets and leverage framework for SaaS acquisitions.
Oct 28	CFO hire	Positive	-1.1%	Appointed new CFO with capital markets and M&A experience to support strategy.
Oct 20	Nasdaq compliance	Positive	+1.7%	Regained Nasdaq compliance and reiterated EBITDA targets and growth pipeline.

Pattern Detected

Recent corporate and strategic updates have often been met with positive price reactions, though there are instances where favorable news coincided with short-term pullbacks.

Recent Company History

Over the last few months, Nuvini has focused on Nasdaq compliance, leadership upgrades, and an AI-driven, acquisition-led growth strategy. News on long-term EBITDA targets, insider open-market buying, and an Oracle partnership framed a path toward $9–$11M 2025 EBITDA and over $100M in five years. Board and CFO appointments in October and November supported capital markets execution. Today’s insider private placement at a premium builds directly on this sequence of alignment, guidance, and AI-first initiatives highlighted in prior releases.

Market Pulse Summary

This announcement highlights a founder-led capital injection of $6 million at $4.00 per share, alongside 300,000 five-year warrants at $25.00, boosting alignment between management and shareholders. Proceeds are earmarked for debt repayment and acquisitions, consistent with previously stated EBITDA targets of $9–$11M in 2025 and a path to $85–95M run-rate EBITDA by end of Q1 2026. Investors may watch closing conditions, execution on the acquisition pipeline, and progress toward these EBITDA goals.

Key Terms

private placement financial

"direct private placement of equity securities, subject to closing conditions."

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"alongside warrants to purchase additional 300,000 shares at $25.00 per share."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

EBITDA financial

"FY2025 EBITDA guidance of $9-11 million USD, with a clear path"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

AI-generated analysis. Not financial advice.

~ Founder Commits Personal Capital at $4.00 Per Share, Demonstrating Strong
Insider Confidence ~
~ Investment Follows October Open Market Purchases by Management Team ~

NEW YORK, Dec. 05, 2025 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) ("Nuvini" or the "Company"), Latin America's leading serial acquirer of B2B SaaS companies, today announced that Founder and Chief Executive Officer Pierre Schurmann has entered into a binding investment agreement to invest $6 million of personal capital in the Company through a direct private placement of equity securities, subject to closing conditions.

The investment represents one of the strongest demonstrations of insider confidence, with Mr. Schurmann committing substantial personal funds at a purchase price of $4.00 per share—a significant premium to current market price—alongside warrants to purchase additional 300,000 shares at $25.00 per share. This transaction follows open market share purchases by members of Nuvini's management team in October 2025.

Founder Doubles Down on Growth Vision

Under the terms of the agreement, Xurmann Investments Ltd, an investment vehicle wholly-owned by Mr. Schurmann, will acquire 1,500,000 ordinary shares at $4.00 per share, along with five-year warrants to purchase 300,000 additional shares at an exercise price of $25.00 per share. If the warrants are fully exercised, they would generate an additional $7.5 million in proceeds for the Company.

Following the closing, the Company will have 11,533,802 ordinary shares outstanding. The proceeds will be deployed for debt repayment and to support Nuvini as the Company executes on its acquisition strategy.

"This investment reflects my unwavering confidence in Nuvini's business model, our execution capabilities, and the significant value creation opportunity ahead," said Pierre Schurmann, Founder and Chief Executive Officer of Nuvini. "By committing $6 million of personal capital at a substantial premium to current market prices, I am reinforcing my belief that Nuvini's shares represent exceptional value at these levels. We have a robust pipeline of high-quality acquisition targets, a proven track record of integration, and an AI-first operating strategy that is driving meaningful margin expansion across our portfolio."

Strong Signal of Management Alignment

The investment underscores the deep alignment between management and shareholders, with Mr. Schurmann significantly increasing his economic stake in the Company's future success. The transaction follows a series of strategic initiatives announced throughout 2025, including:

• FY2025 EBITDA guidance of $9-11 million USD, with a clear path to $85-95 million run-rate EBITDA by end of Q1 2026 through strategic acquisitions
• Launch of NuviniAI Lab and NuviniAI Index, driving 40% average productivity gains and positioning the Company as a leader in AI-enabled SaaS operations
• Implementation of performance-based executive compensation tied to ROIC and organic revenue growth
• Regaining and maintaining NASDAQ compliance throughout 2025

"When a founder commits this level of personal capital at a significant premium, it sends an unambiguous message to the market," Schurmann continued. "I am investing because I believe we are dramatically undervalued relative to our earnings power, growth trajectory, and the quality of our business "

Transaction Terms and Closing

The transaction is expected to close within 45 days, subject to customary closing conditions including corporate and regulatory approvals.

About Nuvini

Headquartered in São Paulo, Brazil, Nuvini is Latin America’s leading private serial acquirer of business to business (B2B) software as a service (SaaS) companies. The Company focuses on acquiring profitable, high-growth SaaS businesses with strong recurring revenue and cash flow generation. By fostering an entrepreneurial environment, Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries. The company’s long-term vision is to buy, retain, and create value through strategic partnerships and operational expertise.

Forward-Looking Statements

Statements about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without limitation: the Company’s ability to complete the potential acquisitions on the anticipated timeline or at all; general market conditions that could affect the consummation of the potential acquisition; if definitive documents with respect to a potential acquisition are executed, whether the parties will achieve any of the anticipated benefits of any such transactions; and other factors discussed in the “Risk Factors” section of the Company’s Ǫuarterly and Annual Reports filed with the Securities and Exchange Commission (“SEC”) and the risks described in other filings that the Company may make with the SEC. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. Any forward-looking statements speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. We caution you, therefore, against relying on any of these forward‐looking statements.

Investor Relations Contact

Sofia Toledo
ir@nuvini.co

MZ North America
NVNI@mzgroup.us

FAQ

How much did Nuvini CEO Pierre Schurmann commit to NVNI on December 5, 2025?

Pierre Schurmann committed $6.0 million through a private placement at $4.00 per share.

What are the warrant terms in the NVNI insider investment announced December 5, 2025?

The CEO received five-year warrants to buy 300,000 shares at an exercise price of $25.00 per share.

How many NVNI shares will be outstanding after the CEO investment closes?

Following closing, the company expects 11,533,802 ordinary shares outstanding.

What will Nuvini use the $6 million proceeds for according to the announcement?

Proceeds will be used for debt repayment and to support the company's acquisition strategy.

What EBITDA guidance did Nuvini reiterate with the December 5, 2025 announcement?

Nuvini reiterated FY2025 EBITDA of $9–11 million and a path to $85–95 million run-rate EBITDA by end of Q1 2026.

When is the NVNI insider transaction expected to close and what are the conditions?

The transaction is expected to close within 45 days, subject to customary corporate and regulatory approvals.