Nuvini (NASDAQ: NVNI) extends discounted earnout payment deadline to April 30, 2026

Rhea-AI Filing Summary

Nuvini Group Limited reported that it has agreed with the founders of its previously acquired portfolio companies to extend the deadline to pay certain earnout obligations at a negotiated discounted amount. The payment deadline has been moved to April 30, 2026, giving the company additional time under the agreed restructuring terms.

The company explains that this extension aligns with its focus on a collaborative and disciplined approach to balance sheet optimization and efforts to strengthen its capital structure in support of its acquisition strategy. The founders’ acceptance of the extension is described as a sign of their belief in Nuvini’s long-term value.

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 March 2026

Commission File Number: 001-41823

Nvni Group Limited

P.O. Box 10008, Willow House, Cricket Square

Grand Cayman, Cayman Islands KY1-1001

(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 ☒         Form 40-F ☐

Extension of Earnout Restructuring Deadline

On March 17, 2026, Nuvini Group Limited (Nasdaq: NVNI) (the “Company”) announced that it has reached an agreement with the founders of its previously acquired portfolio companies to extend to April 30, 2026, the deadline to pay the earnout obligations due to such founders at the negotiated discounted amount.

The extension reflects the Company’s continued commitment to a collaborative and disciplined approach to balance sheet optimization, and its ongoing efforts to strengthen its capital structure in support of its acquisition strategy, as well as the founders’ belief in the Company’s long-term value.

A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated March 17, 2026.

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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.

Date: March 20, 2026	NVNI GROUP LIMITED
	By:	/s/ Pierre Schurmann
	Name:	Pierre Schurmann
	Title:	Chief Executive Officer

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Exhibit 99.1

Nuvini Announces Extension of Earnout Restructuring Deadline 

NEW YORK, March 17, 2026 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer and operator of profitable B2B software businesses across Latin America and emerging markets, today announced that it has reached an agreement with the founders of its previously acquired portfolio companies to extend to April 30, 2026 the deadline to pay the earnout obligations due to such founders at the negotiated discounted amount.

The extension reflects the Company’s continued commitment to a collaborative and disciplined approach to balance sheet optimization, and its ongoing efforts to strengthen its capital structure in support of its acquisition strategy, as well as the founders’ belief in the Company’s long-term value.

About Nuvini

Headquartered in São Paulo, Brazil, Nuvini is Latin America’s leading 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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations and beliefs and involve risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Investor Relations Contact

Sofia Toledo

ir@nuvini.co

FAQ

What did Nuvini Group Limited (NVNI) announce in this 6-K filing?

Nuvini Group Limited announced an agreement with portfolio company founders to extend the deadline for paying earnout obligations at a negotiated discounted amount to April 30, 2026, supporting its balance sheet optimization and capital structure efforts.

What is the new deadline for Nuvini (NVNI) to pay the earnout obligations?

The new deadline for Nuvini to pay the earnout obligations is April 30, 2026. This extension applies to obligations owed to founders of previously acquired portfolio companies under a negotiated discounted arrangement, reflecting a continued earnout restructuring process.

Who are the counterparties to Nuvini’s extended earnout obligations?

The counterparties are the founders of Nuvini’s previously acquired portfolio companies. These founders agreed to extend the deadline for payment of earnout obligations, which are to be satisfied at a negotiated discounted amount under the updated restructuring timeline.

How does Nuvini describe the purpose of extending the earnout deadline?

Nuvini describes the extension as part of a collaborative and disciplined approach to balance sheet optimization and strengthening its capital structure. The company links this to supporting its ongoing acquisition strategy across Latin American and emerging-market B2B software businesses.

What does the filing say about founders’ view of Nuvini’s long-term value?

The filing notes that the extension agreement reflects the founders’ belief in Nuvini’s long-term value. Their willingness to extend the deadline and maintain discounted earnout terms is presented as an expression of confidence in the company’s future prospects.

What type of businesses does Nuvini (NVNI) focus on acquiring?

Nuvini focuses on acquiring profitable, high-growth business-to-business SaaS companies with strong recurring revenue and cash flow generation. It positions itself as a leading serial acquirer and operator of such software businesses across Latin America and other emerging markets.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED MARCH 17, 2026 4.3 KB