Inter & Co (INTR) moves from Sponsored Level II to Unsponsored Level I BDRs

Rhea-AI Filing Summary

Inter & Co, Inc. plans to discontinue its Sponsored Level II Brazilian Depositary Receipts (BDRs) program on B3 and transition to an Unsponsored Level I BDR program. The company says this change is meant to maximize efficiency and reduce the complexity of maintaining public company status in more than one jurisdiction, while reaffirming its long-term commitment to Brazil and its capital markets.

Once the plan is approved by B3 and other authorities and formally launched, current Level II BDR holders will have 30 days to choose among three paths: receive Inter&Co Class A ordinary shares traded on NASDAQ, use a company-organized sales facility to sell those NASDAQ shares, or receive Unsponsored Level I BDRs on a 1:1 basis. A special procedure is planned for holders who do not make an active choice, with details to be disclosed after regulatory approvals.

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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 December 2025

Commission File Number 132-02847

INTER & Co, INC.

(Exact name of registrant as specified in its charter)

N/A

(Translation of Registrant’s executive offices)

Maples Corporate Services Limited, PO Box 309, Ugland House,

Grand Cayman, KY1-1104, Cayman Islands.

(Address of registered executive offices)

Av Barbacena, 1,219, 22nd Floor

Belo Horizonte, Brazil, ZIP Code 30 190-131

(Address of principal executive office)

Telephone: +55 (31) 2138-7978

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 ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

EXHIBIT INDEX

Exhibit No.						Description of Exhibit
99.1						Proposal for the Discontinuation of the Sponsored Level II BDR Program

1

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.

			INTER & Co, INC.
			By:			/s/ Rafaela de Oliveira Vitoria
						Name:			Rafaela de Oliveira Vitoria
						Title:			Head of Investor Relations

Date: January 26, 2026

INTER&CO, INC. Proposal for the Discontinuation of the Sponsored Level II BDR Program and Implementation of the Unsponsored Level I BDR Program INTER & CO, INC. (NASDAQ: INTR; B3: INBR32;) (“Inter&Co” or the “Company”), a publicly-held company registered with the Brazilian Securities and Exchange Commission ("CVM") as a foreign issuer of class "A" and sponsor of the Level II Brazilian Depositary Receipts program, whereby each of these represents one class A ordinary share of its issuance ("Level II Sponsored BDRs" and "Level II Sponsored BDR Program"), hereby informs the holders of Level II Sponsored BDRs and the market in general that, on this date, its Board of Directors has decided to initiate the process of discontinuing its Level II Sponsored BDR Program, under the terms defined below: (a) implementation plan for the Unsponsored Level I Brazilian Depositary Receipts program ("Unsponsored Level I BDRs" and "Program of Unsponsored Level I BDR Program"), to be submitted by Banco Bradesco S.A., acting as depositary institution for the BDRs issued by the Company, pursuant to CVM Resolution No. 182, dated May 11, 2023 ("CVM Resolution 182") and CVM Resolution No. 80, dated March 29, 2022 ("CVM Resolution 80"), which will be part of the necessary steps for the Discontinuation of the Sponsored Level II BDR Program, as defined below; (b) plan for the voluntary discontinuation of the Sponsored Level II BDR Program, pursuant to the procedure established in the Issuers Regulation of B3 S.A. – Brasil, Bolsa, Balcão ("B3", "Issuers Regulation" and "Discontinuation of the Sponsored Level II BDR Program", respectively), with its consequent cancellation with the CVM, pursuant to CVM Resolution 182 and CVM Resolution 80; and (c) after completion of the Discontinuance of the Sponsored Level II BDR Program, measures shall be taken for the cancellation of the Company's registration before the CVM as a foreign securities issuer category "A", pursuant to article 53 of CVM Resolution 80. The proposal for the Discontinuation of the Sponsored Level II BDR Program aims to maximize efficiency and minimize redundancies resulting from maintaining public company status in more than one jurisdiction. The Company's management states that

- 2 - this resolution does not affect Inter's long-term commitment to Brazil, nor to the Brazilian capital markets. The plan for Discontinuation of the Sponsored Level II BDR Program, designed by the Company, will be submitted for approval by B3 and, if approved in the proposed format, will offer holders of the Company's Sponsored Level II BDRs the following options, to be defined by investors within 30 (thirty) days from the launch of the plan for Discontinuation of the Sponsored Level II BDR Program by the Company: (a) remain as a shareholder of the Company, by receiving Class A Ordinary Shares traded on NASDAQ ("Class A Ordinary Shares"), in proportion to the Sponsored Level II BDRs held by each holder, whereby each Level II BDR represents one Class A Ordinary Share ("Receipt of Class A Ordinary Shares"). It should be noted that for a holder of Sponsored Level II BDRs to be able to choose this option, such shareholder must maintain an active custody account with a brokerage firm authorized by NASDAQ; (b) sell the Class A Ordinary Shares underlying the Sponsored Level II BDRs held by the investor on NASDAQ, through a facilitated selling process to be established by the Company ("Sales Facility"); or (c) remain as holders of the Company's BDRs through the receipt of Unsponsored Level I BDRs, in a 1:1 ratio for the Sponsored Level II BDRs held by each holder, whereby each Sponsored Level II BDR has the same composition as the Unsponsored Level I BDRs ("Receipt of Unsponsored Level I BDRs"). The plan for Discontinuation of the Sponsored Level II BDR Program, currently subject to approval by B3 and CVM, contemplates the adoption of a differentiated procedure applicable to shareholders who do not actively express their choice among the available options. The details of said plan will be disclosed to the market in due course, after its approval by the aforementioned authorities. Additional information may be obtained from the Company's Investor Relations Department, through the email ir@inter.co or on the website: http://investors.inter.co . Belo Horizonte, January 26, 2026 RAFAELA DE OLIVEIRA VITÓRIA Head of Investor Relations

FAQ

What is Inter & Co (INTR) changing about its BDR structure in Brazil?

Inter & Co plans to discontinue its Sponsored Level II BDR Program on B3 and support the implementation of an Unsponsored Level I BDR program, with Banco Bradesco S.A. acting as the depositary institution.

Why is Inter & Co (INTR) discontinuing its Sponsored Level II BDR Program?

The company states that discontinuing the Sponsored Level II BDR Program is intended to maximize efficiency and minimize redundancies from maintaining public company status in more than one jurisdiction.

What options will Inter & Co Level II BDR holders have under the proposed plan?

Holders may choose to receive NASDAQ-traded Class A ordinary shares, sell those NASDAQ shares through a company-arranged sales facility, or receive Unsponsored Level I BDRs on a 1:1 basis for their current Level II BDRs.

How long do Inter & Co (INTR) Level II BDR holders have to make their choice?

Investors will have 30 days from the launch of the discontinuation plan to define their preferred option among receiving NASDAQ shares, using the sales facility, or receiving Unsponsored Level I BDRs.

Does this BDR change affect Inter & Co's commitment to Brazil?

Management states that the decision to discontinue the Sponsored Level II BDR Program does not affect Inter's long-term commitment to Brazil or to the Brazilian capital markets.

What happens if an Inter & Co BDR holder does not choose an option?

The plan includes a differentiated procedure for holders who do not actively express a choice; the company will disclose the detailed treatment after B3 and other authorities approve the plan.

How can investors get more information about Inter & Co's BDR changes?

Investors can contact Inter & Co's Investor Relations department by email at ir@inter.co or visit the website http://investors.inter.co for additional information.