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[6-K] Vinci Compass Investments Ltd. Current Report (Foreign Issuer)

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Vinci Compass Investments Ltd. reported strong fourth-quarter and full-year 2025 results. Total net revenues from services reached R$260.3 million in the fourth quarter, up 6% year-over-year, and R$977.4 million for 2025, a 63% annual increase driven mainly by higher management fees after the Compass and Verde transactions and organic fundraising in Global IP&S, Credit and Real Assets.

Fee Related Earnings were R$80.4 million in the quarter and R$288.4 million for 2025, up 16% year-over-year. Adjusted Distributable Earnings rose to R$81.3 million in the quarter and R$292.4 million for the full year, a 22% increase, equivalent to R$4.58 per share. Net income reached R$219.3 million, up 89%, while adjusted net income was R$270.3 million, up 45% year-over-year.

Investment Related Earnings climbed to R$45.1 million in the quarter and R$65.2 million for the year, up 333%, helped by private equity markups and listed REITs. Assets under management and advisory stood at R$354.1 billion as of December 2025, 8% higher than a year earlier. The company declared a quarterly dividend of US$0.17 per share, payable on April 2, 2026 to shareholders of record on March 19, 2026.

Positive

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Insights

Robust 2025 growth with higher fees, earnings and AUM, partly offset by rising costs.

Vinci Compass delivered substantial scale-up in 2025. Net revenues from services grew to R$977.4 million, up 63%, as the Compass and Verde combinations and strong fundraising expanded management fees across Global IP&S, Credit and Real Assets.

Profitability also improved. Fee Related Earnings rose 16% to R$288.4 million, while Adjusted Distributable Earnings increased 22% to R$292.4 million (R$4.58 per share). Adjusted net income climbed to R$270.3 million, up 45%, supported by higher recurring fee revenues and much stronger Investment Related Earnings.

Operating expenses more than doubled year-over-year, reflecting integration of acquired platforms, higher placement fee amortization and larger corporate center costs. Even so, assets under management and advisory reached R$354.1 billion at December 2025, and the board maintained a cash return via a US$0.17 quarterly dividend per share. The overall picture is one of rapid growth with manageable margin pressure.

 

 

  

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: 001-39938

 

Vinci Compass Investments Ltd.

(Exact name of registrant as specified in its charter)

 

Av. Bartolomeu Mitre, 336
Leblon – Rio de Janeiro
Brazil 22431-002
+55 (21) 2159-6240

(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  

 

 

 

 
 

TABLE OF CONTENTS 

 

EXHIBIT  
99.1 Press release dated March 4, 2026 – Vinci Compass Reports Fourth Quarter and Full Year 2025 Earnings Results
99.2 Vinci Compass Fourth Quarter and Full Year 2025 Earnings Release
99.3 Vinci Compass Fourth Quarter and Full Year 2025 Earnings Presentation
99.4 Vinci Compass Investments Ltd. Consolidated Financial Statements as of December 31, 2025 and 2024 and For the Years Ended December 31, 2025, 2024 and 2023

 

 
 

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.

 

  Vinci Compass Investments Ltd.
   
   
  By: /s/ Sergio Passos Ribeiro
    Name: Sergio Passos Ribeiro
    Title: Chief Financial Officer

Date: March 4, 2026

 

 

 

Exhibit 99.1

  

 

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VINCI COMPASS REPORTS FOURTH QUARTER AND FULL YEAR 2025 EARNINGS RESULTS

 

Rio de Janeiro, March 04, 2026 - Vinci Compass Investments Ltd. (NASDAQ: VINP) ("Vinci Compass,” “the Company,” "we," "us," or "our"), the controlling company of a leading alternative investments and global solutions provider in Latin America, reported today its fourth quarter and full year 2025 earnings results.

 

Vinci Compass has issued a complete earnings release and a detailed presentation in the 'Quarterly Earnings' section of the company's website at: https://ir.vincicompass.com/financials/quarterly-results/

 

Alessandro Horta, Chief Executive Officer, stated: “2025 was a pivotal chapter in our history, as our first full year operating as a pan-regional platform following our combination with Compass, and more recently, announcing the acquisition of Verde. The fourth quarter is a testimony to our strength as we continue to grow organically, with highlights to Credit and Global IP&S. We firmly believe that the strength, scalability and diversification of Vinci Compass positions us to continue displaying healthy growth in 2026, deepen our leadership across Latin America, and continue delivering long-term value for our shareholders.”

 

Dividends

 

Vinci Compass has declared a quarterly dividend of US$0.17 per share to record holders of common stock at the close of business on March 19, 2026. This dividend will be paid on April 2, 2026.

 

Financial Highlights

 

Vinci Compass posted Fee Related Earnings of R$80.4 million in the 4Q’25, or R$1.23 per common share, and FRE Margin of 32.6%. Adjusted Distributable Earnings of R$81.3 million in the 4Q’25, or R$1.24 per common share.

 

For the full year 2025, Vinci Compass posted Fee Related Earnings of R$288.4 million, or R$4.52 per common share, and FRE Margin of 30.4%. Adjusted Distributable Earnings of R$292.4 million in the FY’25, or R$4.58 per common share.

 

Earnings Conference Call

 

To access the conference call please visit the Events section of the Company's website at: https://ir.vincicompass.com/news-and-events/events. For those unable to listen to the live broadcast, a replay will be available in the same section of the website.

 

About Vinci Compass

 

Vinci Compass stands as the premier partner for alternative investments and global solutions in Latin America. With nearly three decades of experience and local operations from eleven offices in Latin America and the US, our expertise spans: Private Equity, Credit, Real Estate, Infrastructure, Forestry, Equities, Global Investment Products & Solutions, and Corporate Advisory. Each segment is managed by specialized teams dedicated to investment and advisory excellence. As of December 2025, Vinci Compass had R$354 billion in assets under management and advisory.

 

Forward-Looking Statements

 

This press release contains forward-looking statements that can be identified by the use of words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. By their nature, forward-looking statements are necessarily subject to a high degree of uncertainty and involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events

 

 

 

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and depend on circumstances that will occur in the future whether or not outside of our control. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements and there can be no assurance that such forward-looking statements will prove to be correct. The forward-looking statements included herein speak only as at the date of this press release and we do not undertake any obligation to update these forward-looking statements. Past performance does not guarantee or predict future performance. Moreover, neither we nor our affiliates, officers, employees and agents undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release. Further information on these and other factors that could affect our financial results is included in filings we have made and will make with the U.S. Securities and Exchange Commission from time to time.

 

USA Media Contact

 

Kate Thompson / Tim Ragones

 

Joele Frank, Wilkinson Brimmer Katcher

 

+1 (212) 355-4449

 

 

Latin America Media Contact

 

Danthi Comunicações

 

Carla Azevedo (carla@danthicomunicacoes.com.br)

 

+55 (21) 3114-0779

 

 

Investor Contact

 

ShareholderRelations@vincicompass.com

 

NY: +1 (646) 559-8040

 

RJ: +55 (21) 2159-6240

 

 

 

Exhibit 99.2

 

 

 

 

4Q’25 and Full Year 2025

Earnings Release

 

ir.vincicompass.com

 

March 4th, 2026  

 

 

 

 

 

Vinci Compass Reports Fourth Quarter and Full Year 2025 Results Alessandro Horta, Chief Executive Officer, stated, “2025 was a pivotal chapter in our history, as our first full year operating as a pan-regional platform following our combination with Compass, and more recently, announcing the acquisition of Verde. The fourth quarter is a testimony to our strength as we continue to grow successfully with highlights to Credit and Global IP&S. We firmly believe that the strength, scalability and diversification of Vinci Compass positions us to continue displaying healthy growth in 2026, deepen our leadership across Latin America, and continue delivering longterm value for our shareholders.”

FRE, IRE and AUM

R$288mm+16% YoY FRE FY'25

R$4.52 FRE per share FY'25

R$45mn Investment Related Earnings (IRE) 4Q’25

R$14bn Capital Formation & Appreciation 4Q’25

Distributable Earnings & Dividends

R$292mm +22% YoY Adj. Distributable Earnings FY’25

R$4.58 Adj. Distributable Earnings (per Share) FY’25

US$0.17 Quarterly Dividend

 

 

   

About Vinci Compass

 

Vinci Compass stands as the premier partner for alternative investments and global solutions in Latin America. With nearly three decades of experience and local operations from eleven offices in Latin America and the US, our expertise spans: Private Equity, Credit, Real Estate, Infrastructure, Forestry, Equities, Global Investment Products & Solutions, and Corporate Advisory. Each segment is managed by specialized teams dedicated to investment and advisory excellence. As of December 2025, Vinci Compass had R$354 billion in assets under management and advisory.

 

Webcast and Earnings Conference Call

 

Vinci Compass will host a conference call at 5:00pm ET on Wednesday, March 04, 2026, to announce its fourth quarter and full year 2025 results.

 

To access the webcast please visit the Events & Presentations' section of the Company's website at:

 

https://ir.vincicompass.com/news-and-events/events.

 

For those unable to listen to the live broadcast, there will be a webcast replay on the same section of the website.

 

Investor Contact

 

ShareholderRelations@vincicompass.com

 

NY: +1 (646) 559-8040

 

RJ: +55 (21) 2159-6240

 

USA Media Contact

 

Joele Frank, Wilkinson Brimmer Katcher

 

Kate Thompson

 

+1 (212) 355-4449

 

Brazil Media Contact

 

Danthi Comunicações

 

Carla Azevedo (carla@danthicomunicacoes.com.br)

 

+55 (21) 3114-0779

 

Earnings Release   |   Vinci Compass3

   

 

Segment Earnings

 

(R$ thousands, unless mentioned) 4Q'24 3Q'25 4Q'25 YoY(%) FY'24 FY'25 YoY(%)
Net revenue from management fees 170,193 201,539 219,730 29% 487,532 812,367 67%
Net revenue from advisory fees 40,328 25,384 15,444 (62)% 68,134 91,901 35%
Other revenues 7,925 11,404 11,819 49% 7,925 45,429 473%
Total Fee Related Revenues[i] 218,446 238,327 246,993 13% 563,591 949,697 69%
Segment personnel expenses (14,895) (18,135) (21,981) 48% (38,027) (80,923) 113%
Other G&A expenses (14,728) (14,185) (16,200) 10% (32,868) (63,239) 92%
Placement fee amortization and rebates (14,393) (19,461) (20,527) 43% (15,887) (78,795) 396%
Corporate center expenses (64,006) (73,083) (75,796) 18% (135,660) (305,015) 125%
Bonus compensation related to management and advisory (31,397) (36,407) (32,064) 2% (92,753) (133,342) 44%
Total Fee Related Expenses (139,418) (161,271) (166,569) 19% (315,194) (661,316) 110%
FEE RELATED EARNINGS (FRE)[ii] 79,028 77,056 80,424 2% 248,397 288,381 16%
FRE Margin[iii] (%) 36.2% 32.3% 32.6%   44.1% 30.4%  
FRE per share[iv] (R$/share) 1.23 1.22 1.23 (0)% 4.42 4.52 2%
Net revenue from performance fees 27,412 2,986 13,301 (51)% 37,188 27,706 (25)%
Performance based compensation (10,930) (1,282) (8,409) (23)% (15,349) (14,724) (4)%
PERFORMANCE RELATED EARNINGS (PRE)[v] 16,482 1,704 4,892 (70)% 21,840 12,983 (41)%
PRE Margin[vi] (%) 60.1% 57.1% 36.8%   58.7% 46.9%  
(+) Realized GP investment income 4,111 4,362 6,082 48% 25,435 28,305 11%
(+) Unrealized GP investment income (208) 686 39,042 N/A (10,382) 36,937 N/A
INVESTMENT RELATED EARNINGS (IRE) 3,903 5,048 45,124 1,056% 15,053 65,242 333%
(-) Unrealized performance fees 9,454 N/A 12,937 8,711 (33)%
(+) Unrealized performance compensation 74 N/A (1,159) (3,083) 166%
(-) Unrealized GP investment income 208 (686) (39,042) N/A 10,382 (36,937) N/A
SEGMENT DISTRIBUTABLE EARNINGS[vii] 109,150 83,122 91,398 (16)% 307,451 335,297 9%
Segment DE Margin (%) 42.1% 33.8% 34.3%   48.1% 33.1%  
(+) Depreciation and amortization 2,636 3,761 2,616 (1)% 8,672 12,517 44%
(+) Realized financial income 10,308 14,878 12,024 17% 49,269 63,129 28%
(-) Leasing expenses (2,072) (3,373) (4,516) 118% (8,295) (15,369) 85%
(-) Other items[viii] (30,198) (9,984) (2,196) (93)% (63,809) (46,942) (26)%
(-) Non-operational expenses[ix] (39,827) (133) (4,877) (88)% (56,562) (5,883) (90)%
(-) Income taxes (excluding related to unrealized fees and income) (14,610) (15,312) (14,894) 2% (52,868) (52,820) (0)%
(-) Minority Interest[x] (2,720) N/A (2,720) N/A
DISTRIBUTABLE EARNINGS (DE)[xi] 35,386 72,959 76,835 117% 183,857 287,209 56%
DE Margin[xii] (%) 13.1% 28.0% 27.6%   26.7% 26.7%  
DE per share (R$/share) 0.55 1.15 1.17 113% 3.35 4.50 34%
(+) Nonrecurring expenses (including Income Tax effect) 38,560 133 4,453 (88)% 55,199 5,236 (91)%
ADJUSTED DISTRIBUTABLE EARNINGS[xiii] 73,946 73,092 81,288 10% 239,056 292,445 22%
Adjusted DE Margin[xiv] (%) 27.4% 28.1% 29.2%   34.7% 27.1%  
Adjusted DE per share[xv] (R$/share) 1.15 1.16 1.24 8% 4.26 4.58 7%

 

Total Fee Related Revenues of R$247.0 million for the quarter ended December 31, 2025, compared to R$218.4 million for the quarter ended December 31, 2024, an increase of 13% year-over year. This increase was pushed by growth in management fees and higher advisory fees, driven mostly by the contribution from the Compass combination, combined with organic fundraising from the Global IP&S, Real Assets and Credit segments. In the quarter, management fees accounted for R$219.7 million, an increase of 29% year-over-year. Advisory fees totaled R$15.4 million, down 62% year-over-year. Other revenues, which comprise of advisory & execution fees and fund services fees, totaled R$11.8 million in the quarter. Fee Related Revenues were R$949.7 million for the FY’25, up 69% when compared to FY’24, driven by strong fundraising across Global IP&S, Credit and Real Assets products, additional to the fees coming from transactions with Compass, MAV and Lacan.

 

Earnings Release   |   Vinci Compass4

   

 

Fee Related Earnings (“FRE”) of R$80.4 million (R$1.23/share) for the quarter ended December 31, 2025, up 2% year-over-year. FRE of R$288.4 million (R$4.52/share) for the FY’25, up 16% when compared to FY’24.

 

Performance Related Earnings (“PRE”) of R$4.9 million for the quarter ended December 31, 2025, down 70% year-over-year. This decline was driven by strong performance from opportunistic funds in the 4Q’24. Performances for the 4Q’25 recognized mainly across Liquid Strategies within Equities and Global IP&S, as well as Private Credit High Grade strategies in Brazil. PRE was R$13.0 million for the FY’25, down 41% when compared to FY’24.

 

Investment Related Earnings (“IRE”) of R$45.1 million for the quarter ended December 31, 2025, up 1,056% year-over-year. Positive yearly portfolio markups in our Private Equity IRE commitments combined with appreciation in our Listed REITs accounted for the increase in unrealized IRE. IRE was R$65.2 million for the FY’25, up 333% when compared to FY’24.

 

Adjusted Distributable Earnings (“DE”) of R$81.3 million (R$1.24/share) for the quarter ended December 31, 2025, up 10% year-over-year on an absolute basis and up 8% year-over-year on a per share basis. The increase was supported by higher Management Fees and Other Revenues, partially offset by lower Performance and Advisory fees in the quarter. Higher realized financial income and realized IRE, together with cost synergies throughout 2025, also supported the quarter’s Adjusted Distributable Earnings. Adjusted DE was R$292.4 million (R$4.58/share) for the FY’25, up 22% when compared to FY’24, on an absolute basis, and up 7% on a per share basis.

 

Earnings Release   |   Vinci Compass5

   

 

Segment Highlights

 

Global IP&S

 

(R$ thousands, unless mentioned) 4Q'24 3Q'25 4Q'25 YoY (%) FY'24 FY'25 YoY (%)
Net revenue from management fees 43,857 63,956 77,943 78% 101,945 267,214 162%
Net revenue from advisory fees 17,988 17,886 5,755 (68)% 19,045 63,714 235%
Other revenues 7,745 11,216 11,819 53% 7,745 44,869 479%
Total Fee Related Revenues 69,590 93,058 95,516 37% 128,737 375,797 192%
Segment personnel expenses (4,036) (5,265) (7,467) 85% (10,798) (24,871) 130%
Other G&A expenses (6,330) (7,759) (9,238) 46% (14,867) (32,423) 118%
Placement fee amortization and rebates (6,633) (9,964) (10,669) 61% (6,633) (39,755) 499%
Corporate center expenses (32,747) (38,349) (38,451) 17% (46,068) (158,817) 245%
Bonus compensation related to management and advisory (5,729) (16,101) (9,703) 69% (21,397) (50,821) 138%
Total Fee Related Expenses (55,474) (77,438) (75,528) 36% (99,762) (306,687) 207%
FEE RELATED EARNINGS (FRE) 14,116 15,620 19,988 42% 28,974 69,110 139%
FRE Margin (%) 20.3% 16.8% 20.9%   22.5% 18.4%  
Net revenue from performance fees 14,636 211 6,856 (53)% 15,006 8,897 (41)%
Realized performance fees 14,636 211 6,856 (53)% 15,006 8,897 (41)%
Unrealized performance fees N/A N/A
Performance based compensation (4,619) (60) (4,454) (4)% (4,838) (5,342) 10%
PERFORMANCE RELATED EARNINGS (PRE) 10,017 151 2,402 (76)% 10,169 3,555 (65)%
PRE Margin (%) 68.4% 71.6% 35.0%   67.8% 40.0%  
(+) Realized GP investment income 9 272 2,860% 493 964 96%
(+) Unrealized GP investment income 2,057 565 586 (72)% 5,499 462 (92)%
INVESTMENT RELATED EARNINGS (IRE) 2,067 565 858 (58)% 5,993 1,426 (76)%
(-) Unrealized GP investment income (2,057) (565) (586) (72)% (5,499) (462) (92)%
(-) Unrealized performance fees N/A N/A
(+) Unrealized performance compensation N/A N/A
SEGMENT DISTRIBUTABLE EARNINGS 24,142 15,771 22,662 (6)% 39,637 73,630 86%
Segment DE Margin (%) 28.7% 16.9% 22.1%   27.5% 19.1%  
               
FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$millions) 254,004 239,978 270,156 6% 254,004 270,156 6%
AVERAGE FEE RATE (%) 0.20% 0.13% 0.15%   0.25% 0.13%  
FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$millions) EX-UPFRONTS4 193,984 191,957 220,403 14% 193,984 220,403 14%
AVERAGE FEE RATE (%) EX-UPFRONTS 0.20% 0.16% 0.18%   0.25% 0.17%  

 

Fee Related Earnings (FRE) of R$20.0 million for the quarter ended December 31, 2025, up 42% year-over-year. This growth was driven by management and advisory fees from third-party distribution (TPD) across liquid and alternative strategies coming from the combination with Compass and the acquisition of Verde Asset Management. Global IP&S advisory fees consist of upfront fees charged for TPD alternative commitments. FRE was R$69.1 million for the FY’25, up 139% when compared to FY’24.

 

Performance Related Earnings (PRE) of R$2.4 million for the fourth quarter 2025, down 76% year-over-year. 4Q’24 PRE higher figures were driven not only by the seasonality effect from second and fourth quarters within liquid portfolios, but also by opportunistic funds realizations.

 

Segment Distributable Earnings of R$22.7 million for the quarter ended December 31, 2025, down 6% year-over-year, driven by lower realized performance fees revenues. Segment DE was R$73.6 million for the FY’25, up 86%.

 

AUM reached R$271.5 billion, representing a 6% year-over-year increase. This growth was driven by both inorganic expansion (Verde acquisition) and appreciation within the portfolio.

 

Earnings Release   |   Vinci Compass6

   

 

Credit

 

(R$ thousands, unless mentioned) 4Q'24 3Q'25 4Q'25 YoY (%) FY'24 FY'25 YoY (%)
Net revenue from management fees 38,923 60,464 63,846 64% 83,489 231,647 177%
Net revenue from advisory fees 25 2,384 9,556% 305 2,384 682%
Other revenues N/A N/A
Total Fee Related Revenues 38,947 60,464 66,230 70% 83,792 234,031 179%
Segment personnel expenses (4,970) (6,195) (7,503) 51% (9,494) (27,477) 189%
Other G&A expenses (2,790) (2,968) (3,034) 9% (5,103) (11,753) 130%
Placement fee amortization and rebates (5,616) (7,744) (7,977) 42% (5,616) (31,310) 457%
Corporate center expenses (13,147) (16,200) (18,481) 41% (23,324) (69,011) 196%
Bonus compensation related to management and advisory (5,285) (6,798) (7,671) 45% (14,430) (30,682) 113%
Total Fee Related Expenses (31,808) (39,905) (44,666) 40% (57,967) (170,234) 194%
FEE RELATED EARNINGS (FRE) 7,139 20,559 21,565 202% 25,826 63,797 147%
FRE Margin (%) 18.3% 34.0% 32.6%   30.8% 27.3%  
Net revenue from performance fees 4,980 362 4,710 (5)% 8,403 9,594 14%
Realized performance fees 4,980 362 4,710 (5)% 8,403 9,594 14%
Unrealized performance fees N/A N/A
Performance based compensation (1,848) (152) (2,647) 43% (3,365) (4,760) 41%
PERFORMANCE RELATED EARNINGS (PRE) 3,132 210 2,063 (34)% 5,040 4,833 (4)%
PRE Margin (%) 62.9% 57.9% 43.8%   60.0% 50.4%  
(+) Realized GP investment income 1,548 1,647 1,672 8% 7,177 6,612 (8)%
(+) Unrealized GP investment income (8,970) 642 2,549 N/A (7,851) 11,927 N/A
INVESTMENT RELATED EARNINGS (IRE) (7,422) 2,289 4,221 N/A (674) 18,538 N/A
(-) Unrealized GP investment income 8,970 (642) (2,549) N/A 7,851 (11,927) N/A
(-) Unrealized performance fees N/A
(+) Unrealized performance compensation N/A
SEGMENT DISTRIBUTABLE EARNINGS 11,819 22,416 25,300 114% 38,044 75,242 98%
Segment DE Margin (%) 26.0% 35.9% 34.8%   38.3% 30.1%  
               
FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM) 28,540 32,445 35,870 26% 28,540 35,870 26%
AVERAGE MANAGEMENT FEE RATE (%) 0.80% 0.80% 0.76%   0.83% 0.77%  

 

Fee Related Earnings (FRE) of R$21.6 million for the quarter ended December 31, 2025, up 202% year-over-year, driven by Compass business combination, strong fundraising, capital deployment and portfolio appreciation across different strategies and countries. FRE was R$63.8 million for the FY’25, up 147% when compared to FY’24.

 

Segment Distributable Earnings of R$25.3 million for the quarter ended December 31, 2025, up 114% year-over-year, driven by higher Fee Related Earnings in the quarter. Segment DE was R$75.2 million for the FY’25.

 

Investment Related Earnings (IRE) of R$4.2 million for the quarter ended December 31, 2025, driven by quarterly dividends of listed Credit REITs for the realized portion, while closed-end funds mark-ups and listed Credit REITs appreciation drove the unrealized.

 

AUM of R$36.5 billion in the quarter, up 25% year-over-year. Our one-stop-shop credit platform is accelerating both local-to-local and cross-border, delivering R$3.2 billion in capital formation and appreciation during the 4Q’25 across private credit and liquid strategies, backed by diversified funding geographies.

 

Earnings Release   |   Vinci Compass7

   

 

Private Equity

 

(R$ thousands, unless mentioned) 4Q'24 3Q'25 4Q'25 YoY (%) FY'24 FY'25 YoY (%)
Net revenue from management fees 45,711 31,087 30,395 (34)% 146,647 123,486 (16)%
Net revenue from advisory fees N/A N/A
Other revenues N/A N/A
Total Fee Related Revenues 45,711 31,087 30,395 (34)% 146,647 123,486 (16)%
Segment personnel expenses (1,194) (1,276) (1,246) 4% (4,493) (4,868) 8%
Other G&A expenses (873) (703) (617) (29)% (3,222) (3,511) 9%
Placement fee amortization and rebates (952) (359) (358) (62)% (1,870) (1,447) (23)%
Corporate center expenses (6,645) (6,023) (6,122) (8)% (25,632) (24,695) (4)%
Bonus compensation related to management and advisory (6,884) (3,743) (5,298) (23)% (18,010) (16,174) (10)%
Total Fee Related Expenses (16,547) (12,104) (13,640) (18)% (53,227) (50,694) (5)%
FEE RELATED EARNINGS (FRE) 29,164 18,983 16,754 (43)% 93,421 72,792 (22)%
FRE Margin (%) 63.8% 61.1% 55.1%   63.7% 58.9%  
Net revenue from performance fees N/A N/A
Realized performance fees N/A N/A
Unrealized performance fees N/A N/A
Performance based compensation N/A N/A
PERFORMANCE RELATED EARNINGS (PRE) N/A N/A
PRE Margin (%) N/A N/A N/A   N/A N/A  
(+) Realized GP investment income 61 147 N/A 31 1,900 6,030%
(+) Unrealized GP investment income 794 (1,943) 18,493 2,229% 8,734 5,008 (43)%
INVESTMENT RELATED EARNINGS (IRE) 794 (1,882) 18,641 2,247% 8,765 6,908 (21)%
(-) Unrealized GP investment income (794) 1,943 (18,493) 2,229% (8,734) (5,008) (43)%
(-) Unrealized performance fees N/A N/A
(+) Unrealized performance compensation N/A N/A
SEGMENT DISTRIBUTABLE EARNINGS 29,164 19,044 16,902 (42)% 93,452 74,693 (20)%
Segment DE Margin (%) 63.8% 61.1% 55.3%   63.7% 59.6%  
               
FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM) 13,471 12,607 12,541 (7)% 13,471 12,541 (7)%
AVERAGE MANAGEMENT FEE RATE (%) 1.47% 1.05% 1.03%   1.27% 1.02%  

 

Fee Related Earnings (FRE) of R$16.8 million for the quarter ended December 31, 2025, down 43% year-over-year. This decrease driven by catch-up fees recognized in the 4Q’24 from the fundraising of the VCP IV strategy in that quarter, which ended in the 4Q’24, thus not occurring again in 2025. Excluding this effect and considering only recurring management fees, FRE would be up 2% year-over-year.

 

Investment Related Earnings (IRE) of R$18.6 million for the quarter ended December 31, 2025, compared to R$0.8 million for the quarter ended December 31, 2024. Unrealized GP investment income accounted for R$18.5 million, mostly from the IRE commitment in VCP IV. Portfolio companies from Fund IV have already started to appreciate, posting positive year-end markups.

 

Segment Distributable Earnings of R$16.9 million for the quarter ended December 31, 2025, down 42% year-over-year, in line with the trend in Fee Related Earnings. Segment DE was R$74.7 million for FY’25.

 

AUM of R$15.4 billion at the end of the fourth quarter, down 8% year-over-year. VCP team continues sourcing new investment opportunities for Fund IV and pursuing exits across Funds II and III, as VIR team concentrates on structuring the next impact investing vintage, VIR V.

 

Earnings Release   |   Vinci Compass8

   

 

Equities

 

(R$ thousands, unless mentioned) 4Q'24 3Q'25 4Q'25 YoY (%) FY'24 FY'25 YoY (%)
Net revenue from management fees 16,150 17,098 19,252 19% 58,268 73,830 27%
Net revenue from advisory fees 948 (100)% 948 (100)%
Other revenues N.A N/A
Total Fee Related Revenues 17,098 17,098 19,252 13% 59,216 73,830 25%
Segment personnel expenses (1,671) (1,662) (2,200) 32% (4,138) (9,100) 120%
Other G&A expenses (1,892) (1,349) (1,776) (6)% (3,199) (6,744) 111%
Placement fee amortization and rebates (998) (1,187) (1,305) 31% (998) (5,445) 445%
Corporate center expenses (5,600) (4,931) (5,350) (4)% (15,132) (21,972) 45%
Bonus compensation related to management and advisory (3,040) (2,771) (3,983) 31% (9,433) (11,917) 26%
Total Fee Related Expenses (13,201) (11,900) (14,614) 11% (32,900) (55,178) 68%
FEE RELATED EARNINGS (FRE) 3,898 5,197 4,638 19% 26,317 18,652 (29)%
FRE Margin (%) 22.8% 30.4% 24.1%   44.4% 25.3%  
Net revenue from performance fees 1 2,412 1,697 328,097% 5,667 9,175 62%
Realized performance fees 1 2,412 1,697 328,097% 5,667 9,175 62%
Unrealized performance fees N/A N/A
Performance based compensation 0 (1,069) (1,285) N/A (2,544) (4,566) 80%
PERFORMANCE RELATED EARNINGS (PRE) 1 1,343 412 45521% 3,121 4,609 48%
PRE Margin (%) 174.5% 55.7% 24.3%   55.1% 50.2%  
(+) Realized GP investment income 1,180 N/A 1,180 N/A
(+) Unrealized GP investment income (1,925) 1,285 (229) (88)% (4,684) 4,847 N/A
INVESTMENT RELATED EARNINGS (IRE) (1,925) 1,285 951 N/A (4,684) 6,026 N/A
(-) Unrealized GP investment income 1,925 (1,285) 229 (88)% 4,684 (4,847) N/A
(-) Unrealized performance fees N/A N/A
(+) Unrealized performance compensation N/A N/A
SEGMENT DISTRIBUTABLE EARNINGS 3,898 6,540 6,229 60% 29,437 24,441 (17)%
Segment DE Margin (%) 22.8% 33.5% 29.7%   45.4% 29.0%  
               
FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM) 13,815 14,494 15,240 10% 13,815 15,240 10%
AVERAGE MANAGEMENT FEE RATE (%) 0.61% 0.48% 0.54%   0.60% 0.52%  

 

Fee Related Revenues of R$19.3 million for the quarter ended December 31, 2025, up 13% year-over-year. This increase was driven primarily by the consolidation of Compass’ regional Equities platform, which contributed to growth in management fees.

 

Fee Related Earnings (FRE) of R$4.6 million for the quarter ended December 31, 2025, up 19% year-over-year, following the growth from management fees in the quarter. FRE was R$18.7 million for FY’25, down 29% when compared to the FY’24.

 

Performance Related Earnings (PRE) of R$0.4 million for the quarter ended December 31, 2025, up 45,521% year-over-year, driven by the positive performance of stock markets. A highlight was our funds in Chile, with two funds achieving top-quartile rankings.

 

Segment Distributable Earnings of R$6.2 million for the quarter ended December 31, 2025, up 60% year-over-year, reflecting higher FRE and performance fees in the period. Segment DE was R$24.4 million for FY’25.

 

AUM of R$15.3 billion at the end of the fourth quarter 2025, up 10% year-over-year, following the combination with Compass and portfolio appreciation.

 

Earnings Release   |   Vinci Compass9

   

 

Real Assets

 

(R$ thousands, unless mentioned) 4Q'24 3Q'25 4Q'25 YoY (%) FY'24 FY'25 YoY (%)
Net revenue from management fees 25,552 28,934 28,294 11% 97,183 116,189 20%
Net revenue from advisory fees 1,976 2,167 468 (76)% 4,939 4,957 0%
Other revenues 180 188 (100)% 180 561 212%
Total Fee Related Revenues 27,709 31,288 28,762 4% 102,302 121,707 19%
Segment personnel expenses (2,421) (2,944) (2,834) 17% (6,738) (11,818) 75%
Other G&A expenses (2,732) (1,312) (1,389) (49)% (5,836) (8,151) 40%
Placement fee amortization and rebates (192) (207) (218) 14% (768) (838) 9%
Corporate center expenses (5,049) (6,518) (6,540) 30% (21,102) (26,700) 27%
Bonus compensation related to management and advisory (4,460) (5,415) (4,367) (2)% (15,932) (18,694) 17%
Total Fee Related Expenses (14,855) (16,396) (15,348) 3% (50,378) (66,201) 31%
FEE RELATED EARNINGS (FRE) 12,854 14,892 13,414 4% 51,923 55,505 7%
FRE Margin (%) 46.4% 47.6% 46.6%   50.8% 45.6%  
Net revenue from performance fees 7,794 1 39 (100)% 8,111 41 (99)%
Realized performance fees 17,248 1 39 (100)% 21,048 8,752 (58)%
Unrealized performance fees (9,453) N/A (12,936) (8,711) (33)%
Performance based compensation (4,463) (1) (22) (100)% (4,602) (55) (99)%
PERFORMANCE RELATED EARNINGS (PRE) 3,331 1 16 (100)% 3,509 (14) N/A
PRE Margin (%) 42.7% 55.8% 42.5%   43.3% (33.5)%  
(+) Realized GP investment income 2,554 2,654 2,811 10% 17,734 17,649 (0)%
(+) Unrealized GP investment income 7,835 137 17,642 125% (12,080) 14,693 N/A
INVESTMENT RELATED EARNINGS (IRE) 10,390 2,791 20,453 97% 5,654 32,342 472%
(-) Unrealized GP investment income (7,835) (137) (17,642) 125% 12,080 (14,693) N/A
(-) Unrealized performance fees 9,454 (100)% 12,937 8,711 (33)%
(+) Unrealized performance compensation 74 (100)% (1,159) (3,083) 166%
SEGMENT DISTRIBUTABLE EARNINGS 28,268 17,547 16,241 (43)% 84,943 78,769 (7)%
Segment DE Margin (%) 59.5% 51.7% 51.4%   60.2% 53.2%  
               
FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM) 11,567 11,976 12,684 10% 11,567 12,684 10%
AVERAGE MANAGEMENT FEE RATE (%) 1.01% 1.01% 0.99%   0.95% 1.02%  

 

Fee Related Earnings (FRE) of R$13.4 million for the quarter ended December 31, 2025, up 4% year-over-year. FRE was R$55.5 million for FY’25, up 7% year-over-year, driven by higher Fee Related Revenues, including the catch-up fees from VICC’s final closing in the 2Q’25 and acquisition of Lacan in the 4Q’24.

 

Investment Related Earnings (IRE) of R$20.5 million for the quarter ended December 31, 2025. While the realized portion was driven by quarterly dividends of listed REITs, the growth was mainly driven by unrealized IRE, which accounted for appreciation from listed REITs in Real Estate and closed ended portfolios markups across the segment.

 

Segment Distributable Earnings of R$16.2 million for the quarter ended December 31, 2025, down 43% year-over-year, mainly due to lower performance fees in the quarter. Segment DE was R$78.8 million for FY’25, down 7% year-over-year.

 

AUM of R$15.5 billion at the end of the fourth quarter 2025, a 32% increase year-over-year. In the 4Q’25, Real Assets posted R$3.6 billion in capital formation and appreciation, including R$2.8 billion of committed capital from an institutional investor via an Infrastructure SMA. As capital is deployed, the SMA will be activated as Fee-Earning AuM.

 

Earnings Release   |   Vinci Compass10

   

 

Corporate Advisory

 

(R$ thousands, unless mentioned) 4Q'24 3Q'25 4Q'25 YoY (%) FY'24 FY'25 YoY (%)
Net revenue from management fees N/A N/A
Net revenue from advisory fees 19,390 5,332 6,837 (65)% 42,896 20,846 (51)%
Other revenues N/A N/A
Total Fee Related Revenues 19,390 5,332 6,837 (65)% 42,896 20,846 (51)%
Segment personnel expenses (604) (793) (731) 21% (2,367) (2,789) 18%
Other G&A expenses (111) (94) (147) 33% (641) (659) 3%
Placement fee amortization and rebates N/A N/A
Corporate center expenses (818) (1,063) (853) 4% (4,401) (3,820) (13)%
Bonus compensation related to management and advisory (5,999) (1,578) (1,042) (83)% (13,550) (5,054) (63)%
Total Fee Related Expenses (7,532) (3,528) (2,773) (63)% (20,959) (12,321) (41)%
FEE RELATED EARNINGS (FRE) 11,858 1,804 4,064 (66)% 21,937 8,525 (61)%
FRE Margin (%) 61.2% 33.8% 59.4%   51.1% 40.9%  
SEGMENT DISTRIBUTABLE EARNINGS 11,858 1,804 4,064 (66)% 21,937 8,525 (61)%
Segment DE Margin (%) 61.2% 33.8% 59.4%   51.1% 40.9%  

 

Fee Related Earnings (FRE) of R$4.1 million for the quarter ended December 31, 2025, down 66% year-over-year. In an environment of high-interest rates and electoral uncertainties, M&A and debt structuring activity has been more subdued. Against this backdrop, Corporate Advisory team is working on an extensive pipeline of opportunities. FRE was R$8.5 million for FY’25.

 

Segment Distributable Earnings of R$4.1 million for the quarter ended December 31, 2025, down 66% year-over-year.

 

Earnings Release   |   Vinci Compass11

   

 

Income Statement

 

(R$ thousands, unless mentioned) 4Q'24 3Q'25 4Q'25 YoY (%) FY’24 FY’25 YoY (%)
REVENUES              
Net revenue from management fees 170,193 201,539 219,730 29% 487,532 812,367 67%
Net revenue from performance fees 27,412 2,986 13,301 (51)% 37,188 27,706 (25)%
Realized performance fees 36,867 2,986 13,301 (64)% 50,126 36,418 (27)%
Unrealized performance fees (9,454) N/A (12,937) (8,711) (33)%
Net revenue from advisory 40,328 25,384 15,444 (62)% 68,134 91,901 35%
Other revenues 7,925 11,404 11,819 49% 7,925 45,429 473%
Total net revenues from services rendered 245,858 241,313 260,294 6% 600,779 977,403 63%
OPERATING EXPENSES              
Bonus related to management and advisory (31,397) (36,407) (32,064) 2% (92,753) (133,342) 44%
Performance based compensation (10,930) (1,282) (8,409) (23)% (15,349) (14,724) (4)%
Realized (10,855) (1,282) (8,409) (23)% (16,507) (17,807) 8%
Unrealized (74) N/A 1,159 3,083 166%
Total compensation and benefits (42,327) (37,689) (40,474) (4)% (108,102) (148,067) 37%
Segment personnel expenses (14,895) (18,135) (21,981) 48% (38,026) (80,923) 113%
Other general and administrative expenses (14,728) (14,185) (16,200) 10% (32,868) (63,239) 92%
Placement fee amortization and rebates (14,393) (19,461) (20,527) 43% (15,887) (78,795) 396%
Corporate center expenses (64,006) (73,083) (75,796) 18% (135,660) (305,015) 125%
Total expenses (150,348) (162,553) (174,978) 16% (330,542) (676,039) 105%
Operating profit 95,510 78,760 85,316 (11)% 270,237 301,364 12%
OTHER GP AND FINANCIAL INCOME AND EXPENSES              
Investment Related Earnings (IRE) 3,903 5,048 45,124 1,056% 15,053 65,242 333%
Realized gain from GP investment income 4,111 4,362 6,082 48% 25,435 28,305 11%
Unrealized gain from GP investment income (208) 686 39,042 N/A (10,382) 36,937 N/A
Financial income 10,308 14,878 12,024 17% 49,269 63,129 28%
Realized gain from financial income 10,308 14,878 12,024 17% 49,269 63,129 28%
Unrealized gain from financial income N/A N/A
Leasing expenses (2,072) (3,373) (4,516) 118% (8,295) (15,369) 85%
Other items (46,636) (25,839) (66,408) 42% (81,381) (101,870) 25%
Equity gain (loss) (1,500) 3,609 1,521 N/A (1,500) (1,067) (29)%
Equity-based compensation (6,524) (8,101) (9,814) 50% (22,479) (29,912) 33%
Management contract amortization (2,392) (3,692) (3,566) 49% (2,392) (13,599) 469%
Non-operational expenses (39,827) (133) (4,877) (88)% (56,562) (5,883) (90)%
Total Other items (84,740) (17,603) (30,512) (64)% (108,287) (39,329) (64)%
Profit before income taxes 10,770 61,157 54,804 409% 161,950 262,034 62%
(-) Income taxes (10,221) (12,598) (6,770) (34)% (45,977) (42,740) (7)%
NET INCOME 549 48,559 48,034 8,649% 115,973 219,294 89%
(+) Non-operational expenses (including Income Tax effect) 38,560 133 4,453 (88)% 55,199 5,236 (91)%
(-) Contingent consideration adjustment related to acquisitions 12,487 10,753 33,603 169% 14,712 25,364 72%
(+) OCI adjustment 20,449 N/A 20,449 N/A
ADJUSTED NET INCOME 51,596 59,445 106,539 106% 185,884 270,344 45%
Atributable to the shareholders of the parent company 52,266 60,132 104,627 100% 188,113 270,550 44%
Attributable to non-controlling interests (670) (687) 1,912 N/A (2,229) (206) (91)%

 

Total net revenues from services rendered R$260.3 million for the quarter ended December 31, 2025, up 6% year-over-year. This growth was driven by stronger management and advisory fees in the period, coming from the combination with Compass and acquisition of Verde, combined with organic fundraising mainly across Global IP&S and Credit segments. Net revenues for FY’25 were R$977.4 million, up 63% when compared to the FY’24.

 

Earnings Release   |   Vinci Compass12

   

 

·Management fee revenues of R$219.7 million for the quarter ended December 31, 2025, up 29% year-over-year. Management fees for FY’25 were R$812.4 million, up 67% when compared to the FY’24.

 

·Performance fee revenues of R$13.3 million for the quarter ended December 31, 2025, down 51% year-over-year. Performance fee revenues for FY’25 were R$27.7 million, down 25% when compared to the FY’24.

 

·Advisory fee revenues of R$15.4 million for the quarter ended December 31, 2025, compared to R$40.3 million for the quarter ended December 31, 2024, a 62% decrease year-over-year. Advisory revenues for the FY’25 were R$91.9 million, up 35% when compared to the FY’24.

 

Total expenses for the quarter ended December 31, 2025, of R$175.0 million, compared to R$150.3 million for the quarter ended December 31, 2024, an increase of 16% year-over-year. Total expenses for FY’25 were R$676.0 million, up 105% when compared to FY’24. This increase is primarily attributed to the combination with Compass and the acquisition of Verde, with the additional management team brought with the transaction. Additionally, after the combination with Compass, our expenses were impacted by a new line of costs for amortization of placement fees and rebates, which were not meaningful before the transaction and started to have a bigger contribution to our expenses, as it reflects fees paid to distributors that, due to accounting procedures, are not deducted directly from management fees.

 

·Bonus related to management and advisory fees of R$32.1 million for the quarter ended December 31, 2025, compared to R$31.4 million for the quarter ended December 31, 2024, a 2% increase year-over-year. Bonus related to management and advisory fees for the FY’25 was R$133.3 million, up 44% year-over-year.

 

·Performance based compensation of R$8.4 million for the quarter ended December 31, 2025, compared to R$10.9 million for the quarter ended December 31, 2024, a 23% decrease year-over-year. Performance based compensation for the FY’25 was R$14.7 million, down 4%.

 

·Segment personnel expenses of R$22.0 million for the quarter ended December 31, 2025, compared to R$14.9 million for the quarter ended December 31, 2024, an increase of 48% year-over-year. Segment personnel expenses for the FY’25 were R$80.9 million, up 113%.

 

·Corporate center expenses of R$75.8 million for the quarter ended December 31, 2025, compared to R$64.0 million for the quarter ended December 31, 2024, an increase of 18% year-over-year. Corporate center expenses for the FY’25 were R$305.0 million, up 125%.

 

·Other general and administrative expenses of R$16.2 million for the quarter ended December 31, 2025, compared to R$14.7 million for the quarter ended December 31, 2024, an increase of 10% year-over-year. Other G&A expenses for FY’25 were R$63.2 million, up 92%.

 

Earnings Release   |   Vinci Compass13

   

 

·Placement fee amortization and rebates of R$20.5 million for the quarter ended December 31, 2025, up 43% year-over-year. This line was introduced following the combination with Compass and was not meaningful before the transaction, and it started to have a bigger contribution to our expenses, particularly in the Credit and IP&S segments, as it reflects fees paid to distributors that, due to accounting procedures, are not deducted directly from management fees. Placement fee amortization and rebates for FY’25 totaled R$78.8 million, up 396% year-over-year.

 

Operating profit of R$85.3 million for the quarter ended December 31, 2025, compared to R$95.5 million for the quarter ended December 31, 2024, a 11% decrease year-over-year. Operating profit for FY’25 was R$301.4 million, up 12% compared to FY’24.

 

Investment Related Earnings (IRE), a result of the company’s GP investments in its proprietary private market funds, was R$45.1 million for the quarter ended December 31, 2025, up 1,056% year-over-year. IRE for the FY’25 totaled R$65.2 million, up 333% year-over-year.

 

Financial income of R$12.0 million for the quarter ended December 31, 2025, up 17% year-over-year. Financial income for FY’25 was R$63.1 million, up 28% year-over-year.

 

Leasing expenses of R$4.5 million for the quarter ended December 31, 2025, compared to R$2.1 million for the quarter ended December 31, 2024, an increase of 118% year-over-year. Leasing expenses for the FY’25 were R$15.4 million, up 85% year-over-year.

 

Other items of negative R$66.4 million for the quarter ended December 31, 2025, compared to negative R$46.6 million for the quarter ended December 31, 2024. This line comprises the income/(loss) generated by contingent consideration adjustment, financial income/(expenses) related to SPS and Compass acquisitions, Ares Convertible Preferred Shares, and other financial expenses.

 

Equity-based compensation of R$9.8 million for the quarter ended December 31, 2025, compared to R$6.5 million for the quarter ended December 31, 2024, an increase of 50% year-over-year. Share-based compensation for FY’25 was R$29.9 million, up 33% year-over-year.

 

Profit before income taxes of R$54.8 million for the quarter ended December 31, 2025, compared to R$10.8 million in the same period of 2024, an increase of 409% year-over-year. Profit before income taxes for FY’25 was R$262.0 million, up 62% year-over-year.

 

Income taxes of R$6.8 million for the quarter ended December 31, 2025, which represented an effective tax rate of approximately 12%, compared to R$10.2 million for the quarter ended December 31, 2024. Income taxes for FY’25 were R$42.7 million, down 7% year-over-year.

 

Non-operational expenses of R$4.9 million for the quarter ended December 31, 2025, compared to R$39.8 million for the quarter ended December 31, 2024, a 88% decrease year-over-year. Non-operational expenses are comprised of expenses related to professional services rendered in connection with acquisitions.

 

Earnings Release   |   Vinci Compass14

   

 

Contingent consideration adjustment related to acquisitions, after tax, of positive R$33.6 million for the quarter ended December 31, 2025, compared to positive R$12.5 million for the quarter ended December 31, 2024. Contingent consideration adjustment reflects the change in earn out’s fair value to be paid in stock, due to variation in the stock price in the period.

 

OCI adjustment of R$20.4 million for the quarter ended December 31, 2025. Starting this quarter, Other Comprehensive Income, or OCI, now flows through our adjusted distributable earnings and adjusted net income. Up to the third quarter of 2025, OCI did not impact these adjusted metrics. OCI comprises foreign exchange variations from the consolidation of subsidiaries whose functional currencies are not Brazilian reais, which are recognized directly in shareholders’ equity (other comprehensive income) and do not affect profit or loss.

 

Adjusted net income of R$106.5 million for the quarter ended December 31, 2025, compared to R$51.6 million for the quarter ended December 31, 2024, an increase of 106% year-over-year. Adjusted net income for FY’25 was R$270.3 million, up 45% year-over-year.

  

Earnings Release   |   Vinci Compass15

   

 

Supplemental Details

 

Assets Under Management (AUM) Rollforward

 

  For the Three Months Ended December 31, 2025  

In R$ millions
Global IP&S Credit Private Equity Equities Real Assets Total
Beginning balance 241,217 32,882 15,548 14,542 12,071 316,259
(+/-) Capital Subscription / (capital return) (157) (57) 2,742 2,528
(+) Capital Subscription 174 2,932 3,106
(-) Capital Return (331) (57) (190) (578)
(+) Acquisitions 14,458 516 621 15,594
(+/-) Net Inflow / (outflow) 4,559 2,049 (1,295) (4) 5,309
(+/-) FX Variation 7,706 748 75 118 41 8,688
(+/-) Appreciation / (depreciation) 3,552 428 (175) 1,301 626 5,731
Ending balance 271,492 36,464 15,390 15,286 15,476 354,108

 

 

  For the Twelve Months Ended December 31, 2025  

In R$ millions
Global IP&S Credit Private Equity Equities Real Assets Total
Beginning balance 255,403 29,213 16,760 13,883 11,702 326,961
(+/-) Capital Subscription / (capital return) (2) 1,044 (231) 2,224 3,036
(+) Capital Subscription 0 1,766 16 3,221 5,003
(-) Capital Return (2) (722) (247) (997) (1,968)
(+) Acquisitions 14,458 516 621 15,594
(+/-) Net Inflow / (outflow) 7,094 5,338 (3,496) (25) 8,911
(+/-) FX Variation (24,920) (2,106) (335) (554) (132) (28,047)
(+/-) Appreciation / (depreciation) 19,459 2,460 (805) 4,833 1,706 27,653
Ending balance 271,492 36,464 15,390 15,286 15,476 354,108

 

Earnings Release   |   Vinci Compass16

   

 

Fee-Earning Assets Under Management (FEAUM) Rollforward

 

  For the Twelve Months Ended December 31, 2025  

In R$ millions
Global IP&S Credit Private Equity Equities Real Assets Total
Beginning balance 239,978 32,445 12,607 14,494 11,976 311,499
(+/-) Capital Subscription / (capital return) (157) (57) 68 (146)
(+) Capital Subscription 174 259 433
(-) Capital Return (331) (57) (190) (578)
(+) Acquisitions 14,458 516 621 15,594
(+/-) Net Inflow / (outflow) 4,508 1,778 (1,293) (4) 4,989
(+/-) FX Variation 7,686 735 75 118 41 8,654
(+/-) Appreciation / (depreciation) 3,526 553 (84) 1,300 603 5,900
Ending balance 270,156 35,870 12,541 15,240 12,684 346,490

 

 

  For the Twelve Months Ended December 31, 2025  

In R$ millions
Global IP&S Credit Private Equity Equities Real Assets Total
Beginning balance 254,004 28,540 13,471 13,815 11,567 321,397
(+/-) Capital Subscription / (capital return) (2) 1,034 (212) (420) 400
(+) Capital Subscription 1,756 14 548 2,318
(-) Capital Return (2) (722) (227) (968) (1,918)
(+) Acquisitions 14,458 516 621 15,594
(+/-) Net Inflow / (outflow) 7,038 5,114 (3,458) (25) 8,669
(+/-) FX Variation (24,861) (2,056) (335) (550) (132) (27,934)
(+/-) Appreciation / (depreciation) 19,519 2,723 (384) 4,812 1,694 28,365
Ending balance 270,156 35,870 12,541 15,240 12,684 346,490

 

Earnings Release   |   Vinci Compass17

   

 

Investment Records – IP&S, Public Equities, Private Credit and Listed Funds

 

Fund Segment NAV[xvi] (R$
millions)
4Q'25 YTD 12 M 24 M Market
Comparison
Index Rate
Vinci Total Return Equities 280.2 4.5% 35.9% 35.9% 20.6% IPCA + Yield IMA-B IPCA + Yield IMA-B
Mosaico Strategy Equities 896.3 5.1% 34.0% 34.0% 14.9% IBOV IBOV
Vinci Gas Dividendos FIA Equities 335.9 8.0% 33.9% 33.9% 19.6% IBOV IBOV
Compass CRECE+ Equities 179.9 4.1% 35.8% 35.8% 31.7% S&P/BMV IPC N/A
Compass Crecimiento Equities 398.8 69.2% 18.2% 18.2% 215.7% S&P MERVAL N/A
Compass Small Cap Chile Equities 1,944.3 15.6% 67.7% 67.7% 83.6% N/A N/A
Vinci Crédito Imobiliário II Credit 678.0 3.3% 12.8% 12.8% 15.5% IPCA IPCA + 6%
Vinci Energia Sustentável Credit 491.9 3.0% 13.9% 13.9% 17.8% IPCA IPCA + 6%
Vinci Crédito Multiestratégia Credit 295.6 3.9% 14.5% 14.5% 24.2% CDI IPCA + 5%
Compass Latam Corporate Debt Fund Credit 5,585.3 1.2% 9.6% 9.6% 18.2% CEMBI Broad Div N/A
Compass Latam High Yield USD Credit 2,020.3 1.5% 7.2% 7.2% 19.3% CEMBI Broad Div HY N/A
Compass I+LIQG Credit 2,996.4 1.9% 9.1% 9.1% 21.6% PIP Cetes 28D N/A
Compass Credit Selection Credit 996.9 3.5% 15.3% 15.3% 28.9% CDI N/A
Compass Yield 30 Credit 1,905.5 3.7% 14.8% 14.8% 29.5% CDI CDI
Compass Deuda Plus Credit 310.3 1.2% 8.2% 8.2% 19.5% N/A N/A
Compass Renta Fija-B Credit 764.7 0.7% 5.3% 5.3% 9.1% CEMBI Broad Div N/A
Vinci Multiestratégia FIM Global IP&S 43.5 3.3% 12.7% 12.7% 22.4% CDI CDI
Atlas Strategy Global IP&S 154.0 2.9% 10.4% 10.4% 20.3% CDI CDI
Vinci Valorem FIM Global IP&S 736.7 3.2% 11.3% 11.3% 19.7% IMA-B IMA-B
Equilibrio Strategy Global IP&S 649.7 2.8% 8.8% 8.8% 16.2% IPCA   N/A
Vinci Retorno Real FIM Global IP&S 88.7 3.2% 8.2% 8.2% 15.8% IMA-B IMA-B
VISC11

Real Assets

(listed REIT)

3,143.5 0.8% 23.4% 23.4% (11.8)% IFIX IPCA + 6%
VILG11

Real Assets

(listed REIT)

1,492.2 14.9% 47.3% 47.3% 20.4% IFIX IPCA + 6%
VINO11

Real Assets

(listed REIT)

418.2 3.0% 16.8% 16.8% (15.6)% IFIX IPCA + 6%
VIUR11

Real Assets

 (listed REIT)

166.5 12.7% 20.1% 20.1% 0.7% IFIX IPCA + 6%
VCRI11

Real Assets

 (listed REIT)

128.3 4.9% 26.8% 26.8% (12.3)% IFIX IPCA + X%
VICA11 Real Assets (REIT) 393.7 0.5% 3.8% 3.8% 5.0% IFIX CDI + 1%
VINCI FOF IMOBILIARIO FIM CP Real Assets (REIT) 45.3 5.3% 17.8% 17.8% - IFIX IFIX
VIGT11

Real Assets

 (listed REIT)

 

390.4 20.3% 54.4% 54.4% (41.7)% N/A N/A

 

Benchmark     4Q'25 YTD 12 M 24 M
CDI[xvii]     3.6% 14.3% 14.3% 26.7%
IMA-B 5[xviii]     3.1% 11.7% 11.7% 18.5%
IPCA[xix]     0.6% 4.3% 4.3% 9.3%
IFIX[xx]     5.2% 21.1% 21.1% 14.0%
IPCA + Yield IMA-B     2.7% 12.5% 12.5% 25.5%
IBOV[xxi]     10.2% 34.0% 34.0% 20.1%
S&P/BMV IPC[xxii]     3.5% 35.1% 35.1% 20.1%
S&P MERVAL[xxiii]     72.1% 20.4% 20.4% 226.6%
CEMBI Broad Div[xxiv]     1.3% 9.0% 9.0% 18.4%
CEMBI Broad Div HY[xxv]     1.6% 8.5% 8.5% 21.1%
PIP Cetes 28D[xxvi]     2.1% 8.9% 8.9% 21.3%

 

Earnings Release   |   Vinci Compass18

   

 

Investment Records – Closed End Private Markets funds[xxvii]

 

Fund

Segment 

 

Vintage year  

Committed Capital

 (R$mm)

 

Invested Capital

(R$mm)

 

Realized or Partially

 Realized

(R$mm)

Unrealized

(R$mm)

 

Total 
Value

 (R$mm)

 

Gross MOIC[xxviii]  

(BRL)

 

Gross

 MOIC

   (USD)

 

Gross

IRR[xxix]

 (BRL)

 

Gross IRR

 (USD)

 

Fund 1 Private Equity 2004 1,415 1,206 5,131 103 5,234 4.3x 4.0x 71.5% 77.2%
VCP II Private Equity 2011 2,200 2,087 1,892 1,971 3,863 1.9x 1.0x 8.2% (0.2%)
VCP III Private Equity 2018 4,000 2,563 302 5,245 5,547 2.2x 2.1x 22.3% 24.0%
VCP IV Private Equity 2022 3,879 1,193 1,380 1,380 1.1x 1.1x 54.6% 53.6%
VCP Strategy[xxx] Private Equity   11,494 7,049 7,324 8,699 16,023 2.2x 1.8x 64.5% 67.3%
NE Empreendedor[xxxi] Private Equity 2003 36 13 26 26 2.1x 2.6x 22.0% 30.5%
Nordeste III Private Equity 2017 240 135 232 81 313 2.3x 1.8x 20.3% 13.6%
VIR IV Private Equity 2020 1,000 734 175 848 1,023 1.3x 1.5x 21.2% 22.9%
VIR Strategy[xxxii] Private Equity   1,276 881 433 930 1,362 1.6x 1.6x 21.3% 26.5%
SPS I Credit 2018 128 205 355 22 377 2.6x 2.1x 25.6% 19.1%
SPS II Credit 2020 671 1,063 1,146 568 1,715 2.3x 2.3x 22.4% 22.2%
SPS III Credit 2021 1,071 1,708 872 1,506 2,377 2.7x 2.7x 24.4% 22.0%
SPS IV Credit 2025 1,329 235 6 240 246 1.2x 1.2x 23.5% 24.9%
SPS Strategy[xxxiii] Credit   3,199 3,212 2,379 2,336 4,715 2.6x 2.5x 23.6% 21.6%
MAV I Credit 2022 165 165 169 75 245 1.5x 1.5x 19.1% 20.0%
MAV II Credit 2023 205 205 55 205 260 1.3x 1.4x 19.2% 13.0%
MAV III Credit 2025 220 96 10 146 156 NM NM NM NM
MAV Strategy[xxxiv] Credit   590 467 235 426 661 1.4x 1.4x 19.1% 16.2%
Lacan Florestal I Real Assets 2012 253 253 255 322 577 2.3x 1.2x 11.0% 2.7%
Lacan Florestal II Real Assets 2016 356 356 125 589 714 2.0x 1.5x 11.6% 6.2%
Lacan Florestal III Real Assets 2020 502 415 551 551 1.3x 1.2x 10.2% 7.2%
Lacan Florestal IV Real Assets 2023 221 216 232 232 1.1x 1.1x 11.3% 11.4%
Lacan Strategy[xxxv] Real Assets   1,331 1,240 380 1,695 2,075 1.7x 1.3x 12.6% 6.2%
FIP Transmissão[xxxvi] Real Assets 2017 211 104 367 9 376 3.6x 2.7x 55.6% 40.4%
VIAS[xxxvii] Real Assets 2021 386 350 512 512 1.5x 1.4x 15.8% 13.3%
VICC[xxxviii] Real Assets 2022 1,784 151 167 167 1.1x 1.2x NM NM
VFDL[xxxix] Real Assets 2021 422 341 16 401 417 1.2x 1.2x 10.2% 7.6%
Vinci Credit Infra[xl] Credit 2022 1,848 1,352 85 497 581 1.2x 1.2x NM NM
Earnings Release   |   Vinci Compass19

   

 

Shareholder Dividends & Share Summary

 

($ in thousands) 1Q'24 2Q'24 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 4Q'25
Adjusted Distributable Earnings (R$) 49,605 58,401 57,104 73,946 62,306 75,759 73,092 81,288
Adjusted Distributable Earnings (US$)[xli] 9,801 10,331 9,872 12,804 11,027 13,964 13,645 15,605
Adjusted DE per Common Share (US$)[xlii] 0.18 0.19 0.19 0.20 0.17 0.22 0.22 0.24
Actual Dividend per Common Share[xliii] 0.17 0.17 0.16 0.15 0.15 0.15 0.15 0.17
                 
VINP Shares 1Q'24 2Q'24 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 4Q'25
Shares Repurchased                
       # of Shares 533,981 220,135 374,834 607,643 683,148 173,762 - -
       Average Cost (US$/share) 10.64 10.82 10.38 10.28 10.07 9.47 - -
Capital Deployed (US$) 5,681,558 2,382,251 3,890,849 6,246,577 6,879,698 1,645,210 - -
Class B 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239
Class A[xliv] 38,778,597 38,779,209 38,404,375 49,580,116 48,896,968 48,778,420 48,778,420 50,955,859
Common Shares 53,244,836 53,245,448 52,870,614 64,046,355 63,363,207 63,244,659 63,244,659 65,422,098

 

Vinci Compass generated R$1.24 or US$0.22 of Adjusted Distributable Earnings per common share for the fourth quarter of 2025. The company declared a quarterly dividend of US$0.17 per common share to record holders as of March 19, 2026; payable on April 2, 2026.

 

Common Shares Outstanding as of quarter end of 65,422,098 shares.

 

There were no common shares repurchased in the quarter and as of December 31, 2025, there was no remaining authorization for the share repurchase plan.

 

Earnings Release   |   Vinci Compass20

   

 

Reconciliation and Disclosures

 

Non-GAAP Reconciliation

 

(R$ thousands, unless mentioned) 4Q'24 3Q'25 4Q'25 FY’24 FY’25
           
OPERATING PROFIT 95,510 78,760 85,316 270,237 301,364
(-) Net revenue from realized performance fees (36,867) (2,986) (13,301) (50,126) (36,418)
(-) Net revenue from unrealized performance fees 9,454 12,937 8,711
(+) Compensation allocated in relation to performance fees 10,930 1,282 8,409 15,349 14,724
FEE RELATED EARNINGS (FRE) 79,028 77,056 80,424 248,397 288,381
           
OPERATING PROFIT 95,510 78,760 85,316 270,237 301,364
(-) Net revenue from management fees (170,193) (201,539) (219,730) (487,532) (812,367)
(-) Net revenue from advisory (40,328) (25,384) (15,444) (68,134) (91,901)
(-) Other revenues (7,925) (11,404) (11,819) (7,925) (45,429)
(+) Bonus related to management and advisory 31,397 36,407 32,064 92,753 133,342
(+) Personnel expenses 14,895 18,135 21,981 38,026 80,923
(+) Other general and administrative expenses 14,728 14,185 16,200 32,868 63,239
(+) Placement fee amortization and rebates 14,393 19,461 20,527 15,887 78,795
(+) Corporate center expenses 64,006 73,083 75,796 135,660 305,015
PERFORMANCE RELATED EARNINGS (PRE) 16,482 1,704 4,892 21,840 12,983
           
OPERATING PROFIT 95,510 78,760 85,316 270,237 301,364
(-) Net revenue from unrealized performance fees 9,454 12,937 8,711
(+) Compensation allocated in relation to unrealized performance fees 74 (1,159) (3,083)
(+) Realized gain from GP investment income 4,111 4,362 6,082 25,435 28,305
SEGMENT DISTRIBUTABLE EARNINGS 109,150 83,122 91,398 307,451 335,297
           
NET INCOME 549 48,559 48,034 115,973 219,294
(-) Net revenue from unrealized performance fees 9,454 12,937 8,711
(+) Income tax from unrealized performance fees 24 (377) (1,004)
(+) Compensation allocated in relation to unrealized performance fees 74 (1,159) (3,083)
(-) Unrealized gain from GP investment income 208 (686) (39,042) 10,382 (36,937)
(+) Income tax on unrealized gain from GP investment income 127 193 271 (397) (1,514)
(-) Unrealized gain from financial income 0
(+) Income tax on unrealized gain from financial income
(-) Contingent consideration (earn-out) gain (loss)[xlv] 16,544 13,398 41,338 19,915 32,258
(+) Income tax on contingent consideration (4,057) (2,645) (7,735) (5,203) (6,894)
(+) Depreciation and amortization 5,028 7,453 6,182 11,064 26,116
(+) Equity-based compensation 6,418 8,101 9,814 20,136 27,251
(-) Income Taxes on Equity-based compensation (483) (262) (660) (914) (668)
(+) Equity gain (loss) 1,500 (3,609) (1,521) 1,500 1,067
(+) Dividends received 2,457 2,425 4,882
(+) Non-operational expenses including income tax related to realized expense[xlvi] 38,560 133 4,453 55,199 5,236
(+) OCI Adjustment[xlvii] 20,449 20,449
(-) Minority Interest (2,720) (2,720)
ADJUSTED DISTRIBUTABLE EARNINGS 73,946 73,092 81,288 239,056 292,445
           
TOTAL NET REVENUE FROM SERVICES RENDERED 245,858 241,313 260,294 600,779 977,403
(-) Net revenue from realized performance fees (36,867) (2,986) (13,301) (50,126) (36,418)
(-) Net revenue from unrealized performance fees 9,454 12,937 8,711
NET REVENUE FROM MANAGEMENT FEES AND ADVISORY 218,446 238,327 246,993 563,592 949,697

 

Earnings Release   |   Vinci Compass21

   

 

Balance Sheet Results

 

Assets 9/30/2025 12/31/2025
Current assets    
Cash and cash equivalents 215,934 280,091
    Cash and bank deposits 103,176 121,498
    Financial instruments at fair value through profit or loss 96,994 153,729
    Financial instruments at amortized cost 15,764 4,864
Financial instruments at fair value through profit or loss 1,449,485 1,534,471
Trade receivables 197,409 214,706
Sub-leases receivable                    -   -
Taxes recoverable 14,062 20,010
Other assets 53,575 70,168
Total current assets 1,930,465 2,119,446
     
Non-current assets    
Financial instruments at fair value through profit or loss 134,809 151,615
Financial instruments at amortized cost 5,866 6,141
Trade receivables 14,923 17,518
Sub-leases receivable 3,500 -
Taxes recoverable 3,478 1,225
Deferred taxes 33,104 47,393
Other receivables 44,261 38,315
  239,941 262,207
     
Investments accounted for using the equity method 59,636 65,796
  - 43,999
Property and equipment 67,368 74,095
Right of use - Leases 127,911 141,226
Intangible assets 1,050,534 1,326,216
Total non-current assets 1,545,390 1,913,539
     
Total Assets 3,475,855 4,032,985

 

Earnings Release   |   Vinci Compass22

   

 

Liabilities and equity 9/30/2025 12/31/2025
Current liabilities    
Trade payables 9,081 13,369
Financial instruments at fair value through profit or loss 11,217 0
Deferred Revenue 15,002
Leases 28,882 33,307
Accounts payable 38,024 38,101
Labor and social security obligations 128,508 199,422
Loans and Financing 32,384 93,862
Taxes and contributions payable 26,054 35,047
Total current liabilities 289,152 413,108
     
Non-current liabilities    
Accounts payable 6
Leases 114,521 126,877
Labor and social security obligations 6,693 9,221
Loans and Financing 705,900 872,770
Deferred taxes 3,300 4,641
Provision for contingencies 44,446
Retirement plans liabilities 478,007 508,416
  1,308,421 1,566,377
     
Total liabilities 1,597,573 1,979,485
     
Equity    
Share capital 18 19
Additional paid-in capital 2,094,601 2,236,406
Treasury shares (306,608) (306,608)
Retained Earnings 98,952 91,974
Other reserves (6,198) (43,013)
  1,880,765 1,978,778
     
Non-controlling interests in the equity of subsidiaries (2,483) 74,722
     
Total equity 1,878,282 2,053,500
     
Total liabilities and equity 3,475,855 4,032,985

 

Earnings Release   |   Vinci Compass23

   

 

Forward-Looking Statements

 

This earnings release contains forward-looking statements that can be identified by the use of words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. By their nature, forward-looking statements are necessarily subject to a high degree of uncertainty and involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside of our control. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements and there can be no assurance that such forward-looking statements will prove to be correct. The forward-looking statements included herein speak only as at the date of this press release and we do not undertake any obligation to update these forward-looking statements. Past performance does not guarantee or predict future performance. Moreover, neither we nor our affiliates, officers, employees and agents undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release. Further information on these and other factors that could affect our financial results is included in filings we have made and will make with the U.S. Securities and Exchange Commission from time to time.

 

 

i “Fee Related Revenues” is a measure that we use to assess our ability to generate profits from our fund management and advisory business without measuring for the outcomes from funds above their respective benchmarks. We calculate Net Revenue from Fund Management and Advisory as net revenue from services rendered less (a) net revenue from realized performance fees and less (b) net revenue from unrealized performance fees.

 

ii “Fee related earnings”, or “FRE”, is a metric to monitor the baseline performance of, and trends in, our business, in a manner that does not include performance fees, investment income and expenses that do not arise from our normal course of operations. FRE is calculated as operating profit, less (a) net revenue from realized performance fees, less (b) net revenue from unrealized performance fees, plus (c) share-based payments plus (d) compensation allocated in relation to performance fees plus (e) non-operational expenses, which are comprised of expenses relating to professional services rendered in connection with acquisitions and our international corporate organization.

 

iii “FRE Margin” is calculated as FRE divided by the sum of net revenue from fund management and net revenue from advisory services.

 

iv “FRE per share” is calculated considering the number of outstanding shares at the end of the current quarter. Last twelve months values are calculated as the sum of the last four quarters.

 

v “Performance Related Earnings”, or “PRE”, is a performance measure that we use to assess our ability to generate profits from revenue that relies on outcomes from funds above their respective benchmarks. We calculate PRE as operating profit less (a) net revenue from fund management, less (b) net revenue from advisory services, plus (c) personnel and profit-sharing expenses, plus (d) other general and administrative expenses, less (e) compensation in relation to performance fees.

 

Earnings Release   |   Vinci Compass24

   

 

 

vi “PRE Margin” is calculated as PRE divided by net revenue from performance fees.

 

vii “Segment Distributable Earnings” is Vinci Partners’ segment profitability measure used to make operating decisions and assess performance across the company’s five segments (Private Markets, Public Equities, Investment Products and Solutions, Retirement Services and Corporate Advisory). Segment Distributable Earnings is calculated as operating profit less (a) net revenue from unrealized performance fees, plus (b) compensation allocated in relation to unrealized performance fees, plus (c) realized gain from GP investment income.

 

viii “Other items” comprise the income/(loss) generated by financial income/(expenses) related to acquisitions, Ares Convertible Preferred Shares and other financial expenses.

 

ix “Non-operational expenses” are composed by expenses related to professional services to matters related to acquisitions.

 

x Minority interest comprises the portion of Verde Asset Management’s earnings attributable to the remaining 49.9% non-controlling interest, following Vinci Compass’ acquisition of a controlling 50.1% stake. As a result, Verde’s results are fully consolidated in Fee Related Earnings (FRE), and the non-controlling interest is deducted prior to arriving at Distributable Earnings (DE) and Adjusted Distributable Earnings (Adjusted DE).

 

xi “Distributable Earnings”, or “DE”, is used as a reference point by our board of directors to assess our performance and capabilities to distribute dividends to our shareholders. Distributable Earnings is calculated as profit for the year, less (a) net revenue from unrealized performance fees, plus (b) income taxes from unrealized performance fees, plus (c) compensation allocated in relation to unrealized performance fees, less (d) unrealized gain from investment income, plus (e) income taxes on unrealized gain from investment income, plus (f) share-based payments, plus (g) income taxes on share-based payments, plus (h) depreciation and amortization, except for depreciation and amortization relating to each segment’s investments, less (i) contingent consideration (earn-out) gain (loss) (after tax).

 

xii “DE Margin” is calculated as Distributable Earnings divided by sum of net revenue from fund management, net revenue from performance fees, net revenue from advisory services, net revenue from other revenues and realized gain from investment income.

 

xiii “Adjusted Distributable Earnings”, or “Adjusted DE”, is used as a reference point by our board of directors for determining the amount of earnings available to distribute to shareholders as dividends. Adjusted Distributable Earnings is calculated as Distributable Earnings, plus expenses relating to professional services rendered in connection with acquisitions, our business combination with Compass and our international corporate organization (including income tax related to realized expense).

 

xiv “Adjusted DE Margin” is calculated as Adjusted Distributable Earnings divided by the sum of net revenue from fund management, net revenue from performance fees, net revenue from advisory services, net revenue from other revenues and realized gain from investment income.

 

xv “Adjusted DE per share” is calculated considering the number of outstanding shares at the end of the current quarter. Last twelve months values are calculated as the sum of the last four quarters.

 

xvi NAV is the net asset value of each fund. For listed vehicles, the NAV represents the Market valuation of the fund ex-dividends.

 

Earnings Release   |   Vinci Compass25

   

 

 

xvii CDI is an average of interbank overnight rates in Brazil (daily average for the period).

 

xviii IMAB is composed by government bonds indexed to IPCA. IMAB 5 also includes government bonds indexed to IPCA with up to 5 Years in duration.

 

xix IPCA is a broad consumer price index measured by the IBGE.

 

xx IFIX is an index composed by listed REITs in the Brazilian stock Market.

 

xxi Brazil stock market most relevant index.

 

xxii S&P/BMV IPC seeks to measure the performance of the largest and most liquid stocks listed on the Mexican Stock Market.

 

xxiii S&P MERVAL Index, Argentina’s flagship index, seeks to measure the performance of the largest, most liquid stocks trading on the Argentinian Stock Market.

 

xxiv CEMBI Broad Div tracks the performance of US dollar-denominated bonds issued by emerging market corporate entities.

 

xxv The J.P. Morgan CEMBI Broad Diversified HY index tracks liquid, US Dollar emerging market fixed and floating-rate debt instruments issued by corporate, sovereign, and quasi-sovereign entities.

 

xxvi PiP Cetes 28d is an index that invests in Cetes 28-day securities. Cetes are Treasury Certificates issued by the Mexican government.

 

xxvii Track record information is presented throughout this release on a pro forma basis and in local currency,

 

excluding PIPE investments, a strategy that will be discontinued in VCP III.

 

xxviii “MOIC” means multiple on invested capital, a ratio intended to represent how much value an investment has returned, and is calculated as realized value plus unrealized value, divided by the total amount invested, gross of

 

expenses and fees.

 

xxix “IRR” means the internal rate of return, which is a discount rate that makes the net present value of all cash flows equal to zero in a discounted cash flow analysis.

 

xxx Total commitments for VCP III include R$1.3 billion in co-investments. Track record presented for the VCP strategy as of 3Q’25, due to fund’s administrator timeline to disclose the quarterly markup of the fund.

 

xxxi Performance information for Nordeste Empreendedor (“NE I”) comprises only the four (out of seven) investments invested, managed and divested by a team led by Jose Pano (collectively, the ”Participating Investments”) while they were employed by NE I’s manager (the “NE I Manager”), an entity not affiliated with the manager or Vinci Partners. Information herein pertaining to any investments made by NE I manager has not been prepared by NE I manager and NE I manager assumes no responsibility for the accuracy or completeness of any such information.

 

xxxii Track record for VIR strategy is presented as of 3Q’25, due to fund’s administrator timeline to disclose the quarterly markup of the fund.

 

Earnings Release   |   Vinci Compass26

   

 

 

xxxiii Track record for Vinci SPS strategy is presented as of 4Q’25.

 

xxxiv Track record for MAV strategy is presented as of 4Q’25.

 

xxxv Track record for Lacan strategy is presented as of 4Q’25.

 

xxxvi Track record for FIP Infra is presented as of 3Q’25.

 

xxxvii Track record for VIAS is presented as of 3Q’25.

 

xxxviii Total commitments for VICC are presented as of 3Q’25.

 

xxxix Track record for VFDL is presented as of 4Q’25.

 

xl Track record for Vinci Credit Infra is presented as of 4Q’25.

 

xli US$ Distributable Earnings was calculated considering the exchange rate from USD to BRL of 5.2091, as of November 07, 2025, when dividends were approved by our Board of Directors.

 

xlii Per Share calculations are based on end of period Participating Common Shares.

 

xliii Actual dividends per common share are calculated considering the share count as of the applicable record date.

 

xliv As of December 31, 2025, Public Float was comprised of 14,178,234 Class A common shares.

 

xlv Non-operational expenses are comprised of expenses related to professional services rendered in connection with acquisitions.

 

xlvi Non-operational expenses are comprised of expenses related to professional services rendered in connection with acquisitions.

 

xlvii OCI comprises foreign exchange variations from the consolidation of subsidiaries whose functional currencies are not Brazilian reais, which are recognized directly in shareholders’ equity (other comprehensive income) and do not affect profit or loss.

 

Earnings Release   |   Vinci Compass27

 

 

 

 

VinciCompass;

 

 

 

 

Exhibit 99.3

  

1 March 04, 2025 Fourth Quarter and Full Year 2025 Earnings Presentation

 

 

2 Disclaimer This presentation contains forward - looking statements that can be identified by the use of words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others . By their nature, forward - looking statements are necessarily subject to a high degree of uncertainty and involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside of our control . Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward - looking statements and there can be no assurance that such forward - looking statements will prove to be correct . Accordingly, you should not place undue reliance on forward - looking statements . The forward - looking statements included herein speak only as at the date of this presentation and we do not undertake any obligation to update these forward - looking statements . Past performance does not guarantee or predict future performance . Moreover, neither we nor our affiliates, officers, employees and agents undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward - looking statements to reflect events that occur or circumstances that arise in relation to the content of the presentation . Further information on these and other factors that could affect our financial results is included in filings we have made and will make with the U . S . Securities and Exchange Commission (the “SEC”) from time to time, including in the section titled “Risk Factors” in our latest fillings with the SEC . These documents are available on the SEC Filings section of the investor relations section of our website at : https : //ir . vincicompass . com/financials/sec - filings . We have prepared this presentation solely for informational purposes . The information in this presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any of our securities or securities of our subsidiaries or affiliates, not should it or any part of it form the basis of, or be relied on, in connection with any contract to purchase or subscribe for any of our securities or securities of any of our subsidiaries or affiliates, nor shall it or any part of it form the basis of, or be relied on, in connection with any contract or commitment whatsoever . This presentation also includes certain non - GAAP financial information . We believe that such information is meaningful and useful in understanding the activities and business metrics of our operations . We also believe that these non - GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our International Financial Reporting Standards (“IFRS”) results, as issued by the International Accounting Standards Board, provide a more complete understanding of factors and trends affecting our business . Further, investors regularly rely on non - GAAP financial measures to assess operating performance and such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with IFRS . We also believe that certain non - GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in our industry, many of which present these measures when reporting their results . The non - GAAP financial information is presented for informational purposes and to enhance understanding of the IFRS financial statements . The non - GAAP measures should be considered in addition to results prepared in accordance with IFRS, but not as a substitute for, or superior to, IFRS results . As other companies may determine or calculate this non - GAAP financial information differently, the usefulness of these measures for comparative purposes is limited . A reconciliation of such non - GAAP financial measures to the nearest GAAP measure is included in this presentation .

 

 

3 0.17 Quarterly Dividend US$ 14 bn Capital Formation & Appreciation 4Q’25 R$ Fourth Quarter & Full Year 2025 Highlights Vinci Compass completed the acquisition of 50.1% stake in Verde Asset Management , contributing with approximately R$16 billion in AuM R$14 billion of capital formation and appreciation in the 4Q’25 and R$42 billion in the FY’25 , with highlights to Global IP&S, Credit and Real Assets segments New R$2.8 billion SMA in Real Assets, to invest in Infrastructure assets in Latin America See notes and definitions at end of document 288 mm FRE FY’25 + 16 % YoY R$ R$ 4.52 per share¹ 292 mm Adj. DE FY’25 + 22 % YoY R$ R$ 4.58 per share² Investment Related Earnings (IRE) of R$45.1 million , following portfolios markups in Private Equity and appreciation in listed REITs 45 mn Investment Related Earnings 4Q’25 R$

 

 

4 Financial Highlights

 

 

5 ∆ YoY(%) FY'25 FY'24 ∆ YoY(%) 4Q'25 3Q'25 4Q'24 (R$ thousands, unless mentioned) 67% 812,367 487,532 29% 219,730 201,539 170,193 Net revenue from management fees 35% 91,901 68,134 (62)% 15,444 25,384 40,328 Net revenue from advisory fees 473% 45,429 7,925 49% 11,819 11,404 7,925 Other revenues 69% 949,697 563,591 13% 246,993 238,327 218,446 Total Fee Related Revenues 113% (80,923) (38,027) 48% (21,981) (18,135) (14,895) Segment personnel expenses 92% (63,239) (32,868) 10% (16,200) (14,185) (14,728) Other G&A expenses 396% (78,795) (15,887) 43% (20,527) (19,461) (14,393) Placement Fee Amortization and Rebates 125% (305,015) (135,660) 18% (75,796) (73,083) (64,006) Corporate center expenses 44% (133,342) (92,753) 2% (32,064) (36,407) (31,397) Bonus compensation related to management and advisory 110% (661,316) (315,194) 19% (166,569) (161,271) (139,418) Total Fee Related Expenses 16% 288,381 248,397 2% 80,424 77,056 79,028 FEE RELATED EARNINGS (FRE) 30.4% 44.1% 32.6% 32.3% 36.2% FRE Margin (%) 2% 4.52 4.42 (0)% 1.23 1.22 1.23 FRE per share¹ (R$/share) (25)% 27,706 37,188 (51)% 13,301 2,986 27,412 Net revenue from performance fees (4)% (14,724) (15,349) (23)% (8,409) (1,282) (10,930) Performance based compensation (41)% 12,983 21,840 (70)% 4,892 1,704 16,482 PERFORMANCE RELATED EARNINGS (PRE) 46.9% 58.7% 36.8% 57.1% 60.1% PRE Margin (%) 11% 28,305 25,435 48% 6,082 4,362 4,111 (+) Realized GP investment income N/A 36,937 (10,382) N/A 39,042 686 (208) (+) Unrealized GP investment income 333% 65,242 15,053 1,056% 45,124 5,048 3,903 INVESTMENT RELATED EARNINGS (IRE) (33)% 8,711 12,937 N/A – – 9,454 ( - ) Unrealized performance fees 166% (3,083) (1,159) N/A – – 74 (+) Unrealized performance compensation N/A (36,937) 10,382 N/A (39,042) (686) 208 ( - ) Unrealized GP investment income 9% 335,297 307,451 (16)% 91,398 83,122 109,150 SEGMENT DISTRIBUTABLE EARNINGS 33.1% 48.1% 34.3% 33.8% 42.1% Segment DE Margin (%) 44% 12,517 8,672 (1)% 2,616 3,761 2,636 (+) Depreciation and amortization 28% 63,129 49,269 17% 12,024 14,878 10,308 (+) Realized financial income 85% (15,369) (8,295) 118% (4,516) (3,373) (2,072) ( - ) Leasing expenses (26)% (46,942) (63,809) (93)% (2,196) (9,984) (30,198) ( - ) Other items² (90)% (5,883) (56,562) (88)% (4,877) (133) (39,827) ( - ) Non - operational expenses³ (0)% (52,820) (52,868) 2% (14,894) (15,312) (14,610) ( - ) Income taxes (excluding related to unrealized fees and income) N/A (2,720) – N/A (2,720) – – ( - ) Minority Interest ⁴ 56% 287,209 183,857 117% 76,835 72,959 35,386 DISTRIBUTABLE EARNINGS (DE) 26.7% 26.7% 27.6% 28.0% 13.1% DE Margin (%) 34% 4.50 3.35 113% 1.17 1.15 0.55 DE per share (R$/share)⁵ (91)% 5,236 55,199 (88)% 4,453 133 38,560 (+) Non - operational expenses (including Income Tax effect) 22% 292,445 239,056 10% 81,288 73,092 73,946 ADJUSTED DISTRIBUTABLE EARNINGS⁶ 27.1% 34.7% 29.2% 28.1% 27.4% Adjusted DE Margin (%) 7% 4.58 4.26 8% 1.24 1.16 1.15 Adjusted DE per share 7 (R$/share) See notes and definitions at end of document Fourth Quarter and Full Year 2025 Segment Earnings

 

 

6 57% 19% 25% (1)% Capital Formation & Appreciation 4Q'25 Global IP&S Credit Real Assets Equities Private Equity 255 241 271 29 33 36 17 16 15 14 15 15 12 12 15 327 316 354 4Q'24 3Q'25 4Q'25 Global IP&S Credit Private Equity Equities Real Assets Total Assets Under Management and Advisory AuM 4Q’25 vs 3Q’25 vs. 4Q’24 ( R$bn ) • Total assets under management and advisory (AuM¹) of R$354.1 billion, up 8% year - over - year and 12% quarter - over - quarter • AuM growth in the quarter was pushed mainly by the acquisition of Verde, capital formation across Global IP&S, Real Assets and Credit, and overall portfolio appreciation • Vinci Compass signed an SMA of R$2.8 billion in capital commitments in our Infrastructure strategy, which will start contributing to FEAUM as capital is deployed R$14.1 billion See notes and definitions at end of document

 

 

7 Vinci Compass recognizes the performance revenue according to IFRS 15. Unrealized performance fees are recognized only when i s h ighly probable that the revenue will not be reversed in the Income Statement. The fund FIP Infra Transmissão in Infrastructure had R$1.7 million as of the end of the fourth quarter of 2025 booked as unre ali zed performance fees in the company’s balance sheet. Accrued performance fees shown for Private Equity funds of R$201.9 million, Credit funds of R$42.3 million, Real Assets funds of R$7.7 million, and Gl oba l IP&S of R$0.9 million, as of the end of the fourth quarter of 2025, have not been booked as unrealized performance fees in the company’s balance sheet. Additional Capital Detail 79% 17% 4% 1% • Total performance fee eligible AUM (PEAUM) of R$45.8 billion in the 4Q’25 • Our PEAUM is distributed across three different types of indexes: Preferred Return with Catch - Up¹, Preferred Return² and Hurdle³ • Gross accrued performance fees of R$254.7 million in the 4Q’25 • The VCP strategy in Private Equity accounted for R$197.1 million in accrued performance fees, or 77% of total accrued performance fees Performance Eligible AUM R$255 mm 26% 22% 19% 18% 15% Private Equity Credit Equities Global IP&S Real Assets Gross Accrued Performance Fees R$46 bn

 

 

8 Fee Related Revenues Management fees were R$219.7 million in the 4Q’25, up 29% year - over - year. The increase was driven by the Compass, Lacan and Verde transactions on the inorganic side and organic growth, especially in the Credit segment Fee Related Revenues 4Q’25 vs. 4Q’24 ( R$mm ) Fee Related Revenues 4Q’25 YTD vs. 4Q’24 YTD ( R$mm ) Advisory fees totaled R$15.4 million, down 62% year - over - year. Upfront fees charged by Third Party Distribution Alternative business vary based on the timing of commitments, with most commitments signed earlier in 2025. In addition, revenues from the Corporate Advisory segment declined due to slower deal activity Fee Related Revenues grew 69% YoY to R$949.7 million in the FY’25, supported by a full year of Compass and Lacan, continued fundraising momentum across different countries and Verde acquisition in the 4Q’25 +13% +69% 170 220 40 15 8 12 218 247 4Q'24 4Q'25 Management fees Advisory fees Other revenues 488 812 68 92 8 45 564 950 FY'24 FY'25 Management fees Advisory fees Other revenues

 

 

9 4 6 39 4 45 4Q'24 4Q'25 16 5 4Q'24 4Q'25 79 80 4Q'24 4Q'25 Financial Metrics 4Q’25 overview Fee Related Earnings (FRE) of R$80.4 million and R$1.23/share • FRE growth partially offset by catch - up fees from Private Equity segment in the 4Q’24. Excluding this effect, FRE grew by 26% driven primarily by fundraising across Credit and Global IP&S and acquisitions made in the period Performance Related Earnings (PRE) of R$4.9 million and R$0.07/share • Performance fees normalized after a strong 4Q’24, which included one - off contributions from opportunistic funds in Argentina and Peru. In the 4Q’25, revenues came from Global IP&S, Credit, and Equities Investment Related Earnings (IRE) of R$45.1 million and R$0.69/ share Fee Related Earnings (FRE) (R$mm) +2% 33% 36 % 1.23 1.23 (70)% Performance Related Earnings (PRE) ( R$mm ) 37% 60% • Positive yearly portfolio markups in our Private Equity IRE commitments combined with appreciation in our Listed REITs accounted for the increase in unrealized IRE Investment Related Earnings (IRE) (R$mm) Realized GP Investment Income¹ Unrealized GP Investment Income % FRE margin FRE per share % PRE margin +1,056%

 

 

10 25 28 (10) 37 15 65 FY'24 FY'25 22 13 FY'24 FY'25 248 288 FY'24 FY'25 Financial Metrics Full Year 2025 overview Fee Related Earnings (FRE) of R$288.4 million and R$4.52/ share • FRE in the FY’25 benefited from a full year of Compass and Lacan contributions, supported by strong fundraising throughout the year, as well as Verde acquisition in the 4Q’25 Performance Related Earnings (PRE) of R$13.0 million and R$0.20/ share • FY’24 PRE was driven by FIP Infra Transmissão in the 2Q’24, in addition to the one - off strong contributions in the 4Q’24, while FY’25 PRE was concentrated in Global IP&S, Credit and Equities Investment Related Earnings (IRE) of R$65.2 million and R$1.00/ share • FY’25 includes the realization of FIP Infra Transmissão during the 2Q’25 and mark - ups in closed - end funds drove the rise in unrealized GP investment income +16% % FRE margin FRE per share Fee Related Earnings (FRE) ( R$mm ) 30% 44 % 4.42 4.52 Performance Related Earnings (PRE) (R$mm) 47% 59% (41)% % PRE margin Investment Related Earnings (IRE) (R$mm) +333% Realized GP Investment Income Unrealized GP Investment Income

 

 

11 239 292 FY'24 FY'25 74 81 4Q'24 4Q'25 Adjusted Distributable Earnings (Adj. DE) Adj. DE for the 4Q’25 grew 10% YoY, supported by higher Management Fees and Other Revenues, partially offset by lower Performance and Advisory fees in the quarter. Higher realized financial income and realized IRE, together with cost synergies throughout 2025, also supported the quarter’s Adjusted Distributable Earnings Adj. DE in the FY’25 reflects the combined effect of acquisitions, capital formation and realized GP investment income within IRE See notes and definitions at end of document Adj. DE 4Q’25 vs. 4Q’24 ( R$mm ) 29% 27% 1.15 1.24 Adj. DE FY’25 vs. FY’24 ( R$mm ) 27% 35% 4.26 4.58 +22% +10% Adj. DE per share % Adj. DE margin Adj. DE per share % Adj. DE margin

 

 

12 Balance Sheet Highlights & IRE Commitments 4Q'25 3Q'25 (IN R$ MILLIONS, UNLESS MENTIONED) 280.1 215.9 Cash and cash equivalents¹ 1,177.7 1,106.3 Net Investments 333.5 379.9 Liquid funds² 844.1 726.4 IRE Commitments³ (607.1) (535.3) Debt obligations 4 850.6 787.0 Net Cash and Investments 13.00 12.44 Net Cash and Net Investments per share⁵ (R$/share) Net Cash and Investments of R$850.6 million in the 4Q’25, including cash and cash equivalents, investments in liquid funds, IRE Commitments and debt obligations R$ 844.1 mm 26% 21% 16% 16% 14% 4% 2% 1% Private Equity Credit Infrastructure REITs Real Estate Global IP&S Public Equities Forestry Total Capital Committed R$1.4 billion 23% 21% 18% 17% 13% 5% 3% Fair Value of Investments - IRE Commitments

 

 

13 726.4 86.8 (0.5) (5.9) 37.4 844.1 3Q'25 Capital Called Principal Returned Gross Capital Gain Returned Appreciation 4Q'25 See notes and definitions at end of document IRE Proprietary Fund Commitments Fair Value of Investments (R$ mm) IRE Commitments Overview Per share R$12.90 R$11.44 Total Capital Committed R$1,430.0 million Total Capital Called R$868.1 million Fair Value of Investments R$844.1 million Accum . Capital Returned R$175.0 million As of 4Q’25, Vinci Compass had R$1,430.0 million in capital commitments signed to proprietary funds mostly across Private Equity, Infrastructure, Credit and Real Estate Total capital called of R$868.1 million, representing 60.7% of the total capital committed to proprietary funds as of December 31, 2025 Fair Value of Investments account for R$844.1 million

 

 

14 18 - 20% R$100 million + between 2028 - 2031 IRE Commitments Capital Returned to Shareholders M&As Gross Blended Target IRR Expected Realized IRE Annual Run Rate Contribution R$413.2 m illion Cash used R$949.2 m illion Total Dividends distributed since IPO R$345.7 million 14.9 million 8.6x Buybacks Use of Capital Since IPO R$1.4 billion 13.0x Total IRE Commitment New shares issued Average Post Tax Price/FRE Fundraising Leverage

 

 

15 Segment Highlights

 

 

16 25% 24% 22% 19% 6% 3% 22% 22% 22% 23% 7% 3% Private Equity Global IP&S Credit Real Assets Equities Corporate Advisory Financials by Segment Fee Related Earnings (FRE) FY’25 by Segment Segment Distributable Earnings (DE) FY’25 by Segment Fee Related Earnings (FRE) were R$288.4 million in the FY’25, with 25% of FRE coming from Private Equity, Global IP&S accounting for 24%, Credit with 22%, followed by Real Assets with 19%, Equities accounting for 6% and Corporate Advisory for 3% Segment Distributable Earnings (DE) were R$335.3 million in the FY’25, with 23% coming from Real Assets, followed by Private Equity, Global IP&S and Credit with 22%, Equities accounting for 7% and Corporate Advisory for 3% R$335 mm R$288 mm

 

 

17 See notes and definitions at end of document TPD Liquid 47% TPD Alternative 28% Multi - strategy 12% Global Solutions 7% Advisory & Execution 3% Pension Plans 1% Fund Services 1% Global IP&S AuM Breakdown by Strategy Global Investment Products & Solutions (Global IP&S) R$271 bn AuM Fee Related Earnings (FRE) of R$69.1 million in the FY’25, up 139% YoY, driven mostly by the growth in management fees following the combination with Compass and the acquisition of Verde Advisory fees of R$63.7 million in the FY’25, an increase of 235% year - over - year, from upfront fees¹ charged in TPD² Alternative strategy Global IP&S AuM was R$271.5 billion in the 4Q’25, with R$14.5 billion from the acquisition of Verde, R$4.6 billion in net inflows and R$11.3 billion across appreciation and FX variation ∆ YoY (%) FY'25 FY'24 ∆ YoY (%) 4Q'25 3Q'25 4Q'24 (R$ THOUSANDS, UNLESS MENTIONED) 162% 267,214 101,945 78% 77,943 63,956 43,857 Net revenue from management fees 235% 63,714 19,045 (68)% 5,755 17,886 17,988 Net revenue from advisory fees 479% 44,869 7,745 53% 11,819 11,216 7,745 Other revenues 192% 375,797 128,737 37% 95,516 93,058 69,590 Total Fee Related Revenues 130% (24,871) (10,798) 85% (7,467) (5,265) (4,036) Segment personnel expenses 118% (32,423) (14,867) 46% (9,238) (7,759) (6,330) Other G&A expenses 499% (39,755) (6,633) 61% (10,669) (9,964) (6,633) Placement Fee Amortization and Rebates 245% (158,817) (46,068) 17% (38,451) (38,349) (32,747) Corporate center expenses 138% (50,821) (21,397) 69% (9,703) (16,101) (5,729) Bonus compensation related to management and advisory 207% (306,687) (99,762) 36% (75,528) (77,438) (55,474) Total Fee Related Expenses 139% 69,110 28,974 42% 19,988 15,620 14,116 FEE RELATED EARNINGS (FRE) 18.4% 22.5% 20.9% 16.8% 20.3% FRE Margin (%) (41)% 8,897 15,006 (53)% 6,856 211 14,636 Net revenue from performance fees (41)% 8,897 15,006 (53)% 6,856 211 14,636 Realized performance fees N/A – – N/A – – – Unrealized performance fees 10% (5,342) (4,838) (4)% (4,454) (60) (4,619) Performance based compensation (65)% 3,555 10,169 (76)% 2,402 151 10,017 PERFORMANCE RELATED EARNINGS (PRE) 40.0% 67.8% 35.0% 71.6% 68.4% PRE Margin (%) 96% 964 493 2,860% 272 – 9 (+) Realized GP investment income (92)% 462 5,499 (72)% 586 565 2,057 (+) Unrealized GP investment income (76)% 1,426 5,993 (58)% 858 565 2,067 INVESTMENT RELATED EARNINGS (IRE) (92)% (462) (5,499) (72)% (586) (565) (2,057) ( - ) Unrealized GP investment income N/A – – N/A – – – ( - ) Unrealized performance fees N/A – – N/A – – – (+) Unrealized performance compensation 86% 73,630 39,637 (6)% 22,662 15,771 24,142 SEGMENT DISTRIBUTABLE EARNINGS 19.1% 27.5% 22.1% 16.9% 28.7% Segment DE Margin (%) 6% 270,156 254,004 6% 270,156 239,978 254,004 FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$millions ) 0.13% 0.25% 0.15% 0.13% 0.20% AVERAGE FEE RATE (%) 14% 220,403 193,984 14% 220,403 191,957 193,984 FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$millions) EX - UPFRONTS 4 0.17% 0.25% 0.18% 0.16% 0.20% AVERAGE FEE RATE (%) EX - UPFRONTS

 

 

18 Local Currency High Grade & High Yield 39% Hard Currency High Grade & High Yield 25% Real Estate & Infrastructure Credit 10% Opportunistic Capital Solutions 10% Structured Credit & Confirming 8% Diversified Private Credit 5% Agribusiness 3% Credit AuM Breakdown by Strategy Credit R$36 bn AuM Fee related earnings (FRE) in the 4Q’25 posted a 202% increase year - over - year, driven by Compass business combination, strong fundraising, capital deployment and portfolio appreciation across different strategies and countries Our one - stop - shop credit platform is accelerating both local - to - local and cross - border, delivering R$3.2 billion in organic and inorganic capital formation and appreciation during the 4Q’25 ∆ YoY (%) FY'25 FY'24 ∆ YoY (%) 4Q'25 3Q'25 4Q'24 (R$ THOUSANDS, UNLESS MENTIONED) 177% 231,647 83,489 64% 63,846 60,464 38,923 Net revenue from management fees 682% 2,384 305 9,556% 2,384 – 25 Net revenue from advisory fees N/A – – N/A – – – Other revenues 179% 234,031 83,792 70% 66,230 60,464 38,947 Total Fee Related Revenues 189% (27,477) (9,494) 51% (7,503) (6,195) (4,970) Segment personnel expenses 130% (11,753) (5,103) 9% (3,034) (2,968) (2,790) Other G&A expenses 457% (31,310) (5,616) 42% (7,977) (7,744) (5,616) Placement Fee Amortization and Rebates 196% (69,011) (23,324) 41% (18,481) (16,200) (13,147) Corporate center expenses 113% (30,682) (14,430) 45% (7,671) (6,798) (5,285) Bonus compensation related to management and advisory 194% (170,234) (57,967) 40% (44,666) (39,905) (31,808) Total Fee Related Expenses 147% 63,797 25,826 202% 21,565 20,559 7,139 FEE RELATED EARNINGS (FRE) 27.3% 30.8% 32.6% 34.0% 18.3% FRE Margin (%) 14% 9,594 8,403 (5)% 4,710 362 4,980 Net revenue from performance fees 14% 9,594 8,403 (5)% 4,710 362 4,980 Realized performance fees N/A – – N/A – – – Unrealized performance fees 41% (4,760) (3,365) 43% (2,647) (152) (1,848) Performance based compensation (4)% 4,833 5,040 (34)% 2,063 210 3,132 PERFORMANCE RELATED EARNINGS (PRE) 50.4% 60.0% 43.8% 57.9% 62.9% PRE Margin (%) (8)% 6,612 7,177 8% 1,672 1,647 1,548 (+) Realized GP investment income N/A 11,927 (7,851) N/A 2,549 642 (8,970) (+) Unrealized GP investment income N/A 18,538 (674) N/A 4,221 2,289 (7,422) INVESTMENT RELATED EARNINGS (IRE) N/A (11,927) 7,851 N/A (2,549) (642) 8,970 ( - ) Unrealized GP investment income N/A – – – – – – ( - ) Unrealized performance fees N/A – – – – – – (+) Unrealized performance compensation 98% 75,242 38,044 114% 25,300 22,416 11,819 SEGMENT DISTRIBUTABLE EARNINGS 30.1% 38.3% 34.8% 35.9% 26.0% Segment DE Margin (%) 26% 35,870 28,540 26% 35,870 32,445 28,540 FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$millions ) 0.77% 0.83% 0.76% 0.80% 0.80% AVERAGE FEE RATE (%) Total AuM of R$36 billion, up 25% year - over - year

 

 

19 VCP III 54% VCP IV 20% VCP II 15% VIR IV 7% Other 4% Private Equity AuM Breakdown by Flagship Private Equity R$15 bn AuM Fee Related Earnings (FRE) of R$16.8 million in the quarter. Excluding the non - recurring catch - up fees recognized in VCP IV in the 4Q’24, FRE would have grown 2% year - over - year VCP team continues sourcing new investment opportunities for Fund IV and pursuing exits across Funds II and III, as VIR team concentrates on structuring the next impact investing vintage, VIR V ∆ YoY (%) FY'25 FY'24 ∆ YoY (%) 4Q'25 3Q'25 4Q'24 (R$ THOUSANDS, UNLESS MENTIONED) (16)% 123,486 146,647 (34)% 30,395 31,087 45,711 Net revenue from management fees N/A – – N/A – – – Net revenue from advisory fees N/A – – N/A – – – Other revenues (16)% 123,486 146,647 (34)% 30,395 31,087 45,711 Total Fee Related Revenues 8% (4,868) (4,493) 4% (1,246) (1,276) (1,194) Segment personnel expenses 9% (3,511) (3,222) (29)% (617) (703) (873) Other G&A expenses (23)% (1,447) (1,870) (62)% (358) (359) (952) Placement fee amortization and rebates (4)% (24,695) (25,632) (8)% (6,122) (6,023) (6,645) Corporate center expenses (10)% (16,174) (18,010) (23)% (5,298) (3,743) (6,884) Bonus compensation related to management and advisory (5)% (50,694) (53,227) (18)% (13,640) (12,104) (16,547) Total Fee Related Expenses (22)% 72,792 93,421 (43)% 16,754 18,983 29,164 FEE RELATED EARNINGS (FRE) 58.9% 63.7% 55.1% 61.1% 63.8% FRE Margin (%) N/A – – N/A – – – Net revenue from performance fees N/A – – N/A – – – Realized performance fees N/A – – N/A – – – Unrealized performance fees N/A – – N/A – – – Performance based compensation N/A – – N/A – – – PERFORMANCE RELATED EARNINGS (PRE) N/A N/A N/A N/A N/A PRE Margin (%) 6,030% 1,900 31 N/A 147 61 – (+) Realized GP investment income (43)% 5,008 8,734 2,229% 18,493 (1,943) 794 (+) Unrealized GP investment income (21)% 6,908 8,765 2,247% 18,641 (1,882) 794 INVESTMENT RELATED EARNINGS (IRE) (43)% (5,008) (8,734) 2,229% (18,493) 1,943 (794) ( - ) Unrealized GP investment income N/A – – N/A – – – ( - ) Unrealized performance fees N/A – – N/A – – – (+) Unrealized performance compensation (20)% 74,693 93,452 (42)% 16,902 19,044 29,164 SEGMENT DISTRIBUTABLE EARNINGS 59.6% 63.7% 55.3% 61.1% 63.8% Segment DE Margin (%) (7)% 12,541 13,471 (7)% 12,541 12,607 13,471 FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$millions ) 1.02% 1.27% 1.03% 1.05% 1.47% AVERAGE FEE RATE (%) Unrealized GP investment income of R$18.5 million, mostly from the IRE commitment in VCP IV. Portfolio companies from Fund IV have already started to appreciate, posting positive year - end markups

 

 

20 Brazil 69% Chile 22% Argentina 3% Global 3% Mexico 2% LatAm 1% Equities AuM Breakdown by Strategy Equities R$15 bn AuM Fee Related Earnings of R$4.6 million in the 4Q’25, up 19% YoY, supported by an increase of 19% in management fees following the business combination with Compass Realized performance fees grew year - over - year to R$1.7 million in the 4Q’25, driven by the positive performance of stock markets. A highlight was our funds in Chile, with two funds achieving top - quartile rankings ∆ YoY (%) FY'25 FY'24 ∆ YoY (%) 4Q'25 3Q'25 4Q'24 (R$ THOUSANDS, UNLESS MENTIONED) 27% 73,830 58,268 19% 19,252 17,098 16,150 Net revenue from management fees (100)% – 948 (100)% – – 948 Net revenue from advisory fees N/A – – N.A – – – Other revenues 25% 73,830 59,216 13% 19,252 17,098 17,098 Total Fee Related Revenues 120% (9,100) (4,138) 32% (2,200) (1,662) (1,671) Segment personnel expenses 111% (6,744) (3,199) (6)% (1,776) (1,349) (1,892) Other G&A expenses 445% (5,445) (998) 31% (1,305) (1,187) (998) Placement fee amortization and rebates 45% (21,972) (15,132) (4)% (5,350) (4,931) (5,600) Corporate center expenses 26% (11,917) (9,433) 31% (3,983) (2,771) (3,040) Bonus compensation related to management and advisory 68% (55,178) (32,900) 11% (14,614) (11,900) (13,201) Total Fee Related Expenses (29)% 18,652 26,317 19% 4,638 5,197 3,898 FEE RELATED EARNINGS (FRE) 25.3% 44.4% 24.1% 30.4% 22.8% FRE Margin (%) 62% 9,175 5,667 328,097% 1,697 2,412 1 Net revenue from performance fees 62% 9,175 5,667 328,097% 1,697 2,412 1 Realized performance fees N/A – – N/A – – – Unrealized performance fees 80% (4,566) (2,544) N/A (1,285) (1,069) 0 Performance based compensation 48% 4,609 3,121 45521% 412 1,343 1 PERFORMANCE RELATED EARNINGS (PRE) 50.2% 55.1% 24.3% 55.7% 174.5% PRE Margin (%) N/A 1,180 – N/A 1,180 – – (+) Realized GP investment income N/A 4,847 (4,684) (88)% (229) 1,285 (1,925) (+) Unrealized GP investment income N/A 6,026 (4,684) N/A 951 1,285 (1,925) INVESTMENT RELATED EARNINGS (IRE) N/A (4,847) 4,684 (88)% 229 (1,285) 1,925 ( - ) Unrealized GP investment income N/A – – N/A – – – ( - ) Unrealized performance fees N/A – – N/A – – – (+) Unrealized performance compensation (17)% 24,441 29,437 60% 6,229 6,540 3,898 SEGMENT DISTRIBUTABLE EARNINGS 29.0% 45.4% 29.7% 33.5% 22.8% Segment DE Margin (%) 10% 15,240 13,815 10% 15,240 14,494 13,815 FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$millions ) 0.52% 0.60% 0.54% 0.48% 0.61% AVERAGE FEE RATE (%) Realized GP investment income of R$1.2 million in the 4Q’25, following the realization of a proprietary investment in one of Vinci Compass’ Brazilian funds

 

 

21 Infrastructure 44% Real Estate 43% Forestry 13% Real Assets AuM Breakdown by Strategy Real Assets Total AuM of R$15 billion, up 32% year - over - year R$15 bn AuM Fee Related Earnings of R$55.5 million in the FY’25, up 7% year - over - year, driven by higher Fee Related Revenues, including the catch - up fees from VICC’s final closing in the 2Q’25 and acquisition of Lacan in the 4Q’24. In the 4Q’25, Real Assets posted R$3.6 billion in capital formation and appreciation, including R$2.8 billion of committed capital from an institutional investor via an Infrastructure SMA. As capital is deployed, the SMA will be activated as Fee - Earning AuM See notes and definitions at end of document ∆ YoY (%) FY'25 FY'24 ∆ YoY (%) 4Q'25 3Q'25 4Q'24 (R$ THOUSANDS, UNLESS MENTIONED) 20% 116,189 97,183 11% 28,294 28,934 25,552 Net revenue from management fees 0% 4,957 4,939 (76)% 468 2,167 1,976 Net revenue from advisory fees 212% 561 180 (100)% – 188 180 Other revenues 19% 121,707 102,302 4% 28,762 31,288 27,709 Total Fee Related Revenues 75% (11,818) (6,738) 17% (2,834) (2,944) (2,421) Segment personnel expenses 40% (8,151) (5,836) (49)% (1,389) (1,312) (2,732) Other G&A expenses 9% (838) (768) 14% (218) (207) (192) Placement Fee Amortization and Rebates 27% (26,700) (21,102) 30% (6,540) (6,518) (5,049) Corporate center expenses 17% (18,694) (15,932) (2)% (4,367) (5,415) (4,460) Bonus compensation related to management and advisory 31% (66,201) (50,378) 3% (15,348) (16,396) (14,855) Total Fee Related Expenses 7% 55,505 51,923 4% 13,414 14,892 12,854 FEE RELATED EARNINGS (FRE) 45.6% 50.8% 46.6% 47.6% 46.4% FRE Margin (%) (99)% 41 8,111 (100)% 39 1 7,794 Net revenue from performance fees (58)% 8,752 21,048 (100)% 39 1 17,248 Realized performance fees (33)% (8,711) (12,936) N/A – – (9,453) Unrealized performance fees (99)% (55) (4,602) (100)% (22) (1) (4,463) Performance based compensation N/A (14) 3,509 (100)% 16 1 3,331 PERFORMANCE RELATED EARNINGS (PRE) (33.5)% 43.3% 42.5% 55.8% 42.7% PRE Margin (%) (0)% 17,649 17,734 10% 2,811 2,654 2,554 (+) Realized GP investment income N/A 14,693 (12,080) 125% 17,642 137 7,835 (+) Unrealized GP investment income 472% 32,342 5,654 97% 20,453 2,791 10,390 INVESTMENT RELATED EARNINGS (IRE) N/A (14,693) 12,080 125% (17,642) (137) (7,835) ( - ) Unrealized GP investment income (33)% 8,711 12,937 (100)% – – 9,454 ( - ) Unrealized performance fees 166% (3,083) (1,159) (100)% – – 74 (+) Unrealized performance compensation (7)% 78,769 84,943 (43)% 16,241 17,547 28,268 SEGMENT DISTRIBUTABLE EARNINGS 53.2% 60.2% 51.4% 51.7% 59.5% Segment DE Margin (%) 10% 12,684 11,567 10% 12,684 11,976 11,567 FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$millions ) 1.02% 0.95% 0.99% 1.01% 1.01% AVERAGE FEE RATE (%)

 

 

22 Corporate Advisory Fee Related Earnings (FRE) and Segment Distributable Earnings totaled R$8.5 million in the FY’25 ∆ YoY (%) FY'25 FY'24 ∆ YoY (%) 4Q'25 3Q'25 4Q'24 (R$ THOUSANDS, UNLESS MENTIONED) N/A – – N/A – – – Net revenue from management fees (51)% 20,846 42,896 (65)% 6,837 5,332 19,390 Net revenue from advisory fees N/A – – N/A – – – Other revenues (51)% 20,846 42,896 (65)% 6,837 5,332 19,390 Total Fee Related Revenues 18% (2,789) (2,367) 21% (731) (793) (604) Segment personnel expenses 3% (659) (641) 33% (147) (94) (111) Other G&A expenses N/A – – N/A – – – Placement Fee Amortization and Rebates (13)% (3,820) (4,401) 4% (853) (1,063) (818) Corporate center expenses (63)% (5,054) (13,550) (83)% (1,042) (1,578) (5,999) Bonus compensation related to management and advisory (41)% (12,321) (20,959) (63)% (2,773) (3,528) (7,532) Total Fee Related Expenses (61)% 8,525 21,937 (66)% 4,064 1,804 11,858 FEE RELATED EARNINGS (FRE) 40.9% 51.1% 59.4% 33.8% 61.2% FRE Margin (%) (61)% 8,525 21,937 (66)% 4,064 1,804 11,858 SEGMENT DISTRIBUTABLE EARNINGS 40.9% 51.1% 59.4% 33.8% 61.2% Segment DE Margin (%) In an environment of high - interest rates and electoral uncertainties, M&A and debt structuring activity has been more subdued. Against this backdrop, Corporate Advisory team is working on an extensive pipeline of opportunities

 

 

23 Supplement Details

 

 

24 See notes and definitions at end of document AuM¹ Rollforward Total Real Assets Equities Private Equity Credit Global IP&S In R$ millions 316,259 12,071 14,542 15,548 32,882 241,217 Beginning balance 2,528 2,742 – (57) (157) – (+/ - ) Capital Subscription / (capital return) 3,106 2,932 – – 174 – (+) Capital Subscription (578) (190) – (57) (331) – ( - ) Capital Return 15,594 – 621 – 516 14,458 (+) Acquisitions 5,309 (4) (1,295) – 2,049 4,559 (+/ - ) Net Inflow / Outflow 8,688 41 118 75 748 7,706 (+/ - ) FX Variation 5,731 626 1,301 (175) 428 3,552 (+/ - ) Appreciation / (depreciation) 354,108 15,476 15,286 15,390 36,464 271,492 Ending balance For the Three Months Ended December 31, 2025 Total Real Assets Equities Private Equity Credit Global IP&S In R$ millions 326,961 11,702 13,883 16,760 29,213 255,403 Beginning balance 3,036 2,224 – (231) 1,044 (2) (+/ - ) Capital Subscription / (capital return) 5,003 3,221 – 16 1,766 0 (+) Capital Subscription (1,968) (997) – (247) (722) (2) ( - ) Capital Return 15,594 – 621 – 516 14,458 (+) Acquisitions 8,911 (25) (3,496) – 5,338 7,094 (+/ - ) Net Inflow / Outflow (28,047) (132) (554) (335) (2,106) (24,920) (+/ - ) FX Variation 27,653 1,706 4,833 (805) 2,460 19,459 (+/ - ) Appreciation / (depreciation) 354,108 15,476 15,286 15,390 36,464 271,492 Ending balance For the Twelve Months Ended December 31, 2025

 

 

25 See notes and definitions at end of document Fee - Earning AuM¹ Rollforward Total Real Assets Equities Private Equity Credit Global IP&S In R$ millions 311,499 11,976 14,494 12,607 32,445 239,978 Beginning balance (146) 68 – (57) (157) – (+/ - ) Capital Subscription / (capital return) 433 259 – – 174 – (+) Capital Subscription (578) (190) – (57) (331) – ( - ) Capital Return 15,594 – 621 – 516 14,458 (+) Acquisitions 4,989 (4) (1,293) – 1,778 4,508 (+/ - ) Net Inflow / Outflow 8,654 41 118 75 735 7,686 (+/ - ) FX Variation 5,900 603 1,300 (84) 553 3,526 (+/ - ) Appreciation / (depreciation) 346,490 12,684 15,240 12,541 35,870 270,156 Ending balance For the Three Months Ended December 31, 2025 Total Real Assets Equities Private Equity Credit Global IP&S In R$ millions 321,397 11,567 13,815 13,471 28,540 254,004 Beginning balance 400 (420) – (212) 1,034 (2) (+/ - ) Capital Subscription / (capital return) 2,318 548 – 14 1,756 – (+) Capital Subscription (1,918) (968) – (227) (722) (2) ( - ) Capital Return 15,594 – 621 – 516 14,458 (+) Acquisitions 8,669 (25) (3,458) – 5,114 7,038 (+/ - ) Net Inflow / Outflow (27,934) (132) (550) (335) (2,056) (24,861) (+/ - ) FX Variation 28,365 1,694 4,812 (384) 2,723 19,519 (+/ - ) Appreciation / (depreciation) 346,490 12,684 15,240 12,541 35,870 270,156 Ending balance For the Twelve Months Ended December 31, 2025

 

 

26 Investment records – Credit and Equities Funds Hurdle Rate Market Comparison 24 M 12 M YTD 4Q’25 NAV¹ (R$ millions) Segment Fund or Strategy IPCA + Yield IMA - B IPCA + Yield IMA - B 20.6% 35.9% 35.9% 4.5% 280.2 Equities Vinci Total Return² IBOV IBOV 14.9% 34.0% 34.0% 5.1% 896.3 Equities Mosaico Strategy³ IBOV IBOV 19.6% 33.9% 33.9% 8.0% 335.9 Equities Vinci Gas Dividendos FIA N/A S&P/BMV IPC 31.7% 35.8% 35.8% 4.1% 179.9 Equities Compass CRECE+ N/A S&P MERVAL 215.7% 18.2% 18.2% 69.2% 398.8 Equities Compass Crecimiento N/A N/A 83.6% 67.7% 67.7% 15.6% 1,944.3 Equities Compass Small Cap Chile IPCA + 6% IPCA 15.5% 12.8% 12.8% 3.3% 678.0 Credit Vinci Crédito Imobiliário II IPCA + 6% IPCA 17.8% 13.9% 13.9% 3.0% 491.9 Credit Vinci Energia Sustentável IPCA + 5% CDI 24.2% 14.5% 14.5% 3.9% 295.6 Credit Vinci Crédito Multiestratégia N/A CEMBI Broad Div 18.2% 9.6% 9.6% 1.2% 5,585.3 Credit Compass Latam Corporate Debt Fund N/A CEMBI Broad Div HY 19.3% 7.2% 7.2% 1.5% 2,020.3 Credit Compass Latam High Yield USD N/A PIP Cetes 28D 21.6% 9.1% 9.1% 1.9% 2,996.4 Credit Compass I+LIQG N/A CDI 28.9% 15.3% 15.3% 3.5% 996.9 Credit Compass Credit Selection CDI CDI 29.5% 14.8% 14.8% 3.7% 1,905.5 Credit Compass Yield 30 N/A N/A 19.5% 8.2% 8.2% 1.2% 310.3 Credit Compass Deuda Plus N/A CEMBI Broad Div 9.1% 5.3% 5.3% 0.7% 764.7 Credit Compass Renta Fija - B See notes and definitions at end of document 24 M 12 M YTD 4Q’25 Benchmark 25.5% 12.5% 12.5% 2.7% IPCA 4 + Yield IMA - B 5 20.1% 34.0% 34.0% 10.2% IBOV 6 20.1% 35.1% 35.1% 3.5% S&P/BMV IPC 7 226.6% 20.4% 20.4% 72.1% S&P MERVAL 8 26.7% 14.3% 14.3% 3.6% CDI 9 9.3% 4.3% 4.3% 0.6% IPCA 18.4% 9.0% 9.0% 1.3% CEMBI Broad Div 10 21.1% 8.5% 8.5% 1.6% CEMBI Broad Div HY 11 21.3% 8.9% 8.9% 2.1% PIP Cetes 28D 12

 

 

27 Investment records – Global IP&S and Real Assets Funds See notes and definitions at end of document 24 M 12 M YTD 4Q’25 Benchmark 26.7% 14.3% 14.3% 3.6% CDI 2 18.5% 11.7% 11.7% 3.1% IMA - B 3 9.3% 4.3% 4.3% 0.6% IPCA 4 14.0% 21.1% 21.1% 5.2% IFIX 5 Hurdle Rate Market Comparison 24 M 12 M YTD 4Q’25 NAV¹ (R$ millions) Segment Fund or Strategy CDI CDI 22.4% 12.7% 12.7% 3.3% 43.5 Global IP&S Vinci Multiestratégia FIM CDI CDI 20.3% 10.4% 10.4% 2.9% 154.0 Global IP&S Atlas Strategy IMA - B IMA - B 19.7% 11.3% 11.3% 3.2% 736.7 Global IP&S Vinci Valorem FIM N/A IPCA 16.2% 8.8% 8.8% 2.8% 649.7 Global IP&S Equilibrio Strategy IMA - B IMA - B 15.8% 8.2% 8.2% 3.2% 88.7 Global IP&S Vinci Retorno Real FIM IPCA + 6% IFIX (11.8)% 23.4% 23.4% 0.8% 3,143.5 Real Assets (listed REIT) VISC11 IPCA + 6% IFIX 20.4% 47.3% 47.3% 14.9% 1,492.2 Real Assets (listed REIT) VILG11 IPCA + 6% IFIX (15.6)% 16.8% 16.8% 3.0% 418.2 Real Assets (listed REIT) VINO11 IPCA + 6% IFIX 0.7% 20.1% 20.1% 12.7% 166.5 Real Assets (listed REIT) VIUR11 IPCA + X% IFIX (12.3)% 26.8% 26.8% 4.9% 128.3 Real Assets (listed REIT) VCRI11 CDI + 1% IFIX 5.0% 3.8% 3.8% 0.5% 393.7 Real Assets (REIT) VICA11 IFIX IFIX - 17.8% 17.8% 5.3% 45.3 Real Assets (REIT) VINCI FOF IMOBILIARIO FIM CP N/A N/A (41.7)% 54.4% 54.4% 20.3% 390.4 Real Assets (listed REIT) VIGT11

 

 

28 See notes and definitions at end of document Investment records – Closed End funds Pro Forma Historical Portfolio Performance - Excluding PIPE Investments¹ Gross IRR Gross IRR Gross MOIC Gross MOIC Total Value Unrealized Realized or Partially Realized Invested Capital Committed Capital Vintage year Segment Fund (USD) (BRL) (USD) (BRL) (R$mm) (R$mm) (R$mm) (R$mm) (R$mm) 77.2% 71.5% 4.0x 4.3x 5,234 103 5,131 1,206 1,415 2004 Private Equity Fund 1 (0.2%) 8.2% 1.0x 1.9x 3,863 1,971 1,892 2,087 2,200 2011 Private Equity VCP II 24.0% 22.3% 2.1x 2.2x 5,547 5,245 302 2,563 4,000 2018 Private Equity VCP III 53.6% 54.6% 1.1x 1.1x 1,380 1,380 – 1,193 3,879 2022 Private Equity VCP IV 67.3% 64.5% 1.8x 2.2x 16,023 8,699 7,324 7,049 11,494 Private Equity VCP Strategy² 30.5% 22.0% 2.6x 2.1x 26 – 26 13 36 2003 Private Equity NE Empreendedor³ 13.6% 20.3% 1.8x 2.3x 313 81 232 135 240 2017 Private Equity Nordeste III 22.9% 21.2% 1.5x 1.3x 1,023 848 175 734 1,000 2020 Private Equity VIR IV 26.5% 21.3% 1.6x 1.6x 1,362 930 433 881 1,276 Private Equity VIR Strategy⁴ 19.1% 25.6% 2.1x 2.6x 377 22 355 205 128 2018 Credit SPS I 22.2% 22.4% 2.3x 2.3x 1,715 568 1,146 1,063 671 2020 Credit SPS II 22.0% 24.4% 2.7x 2.7x 2,377 1,506 872 1,708 1,071 2021 Credit SPS III 24.9% 23.5% 1.2x 1.2x 246 240 6 235 1,329 2025 Credit SPS IV 21.6% 23.6% 2.5x 2.6x 4,715 2,336 2,379 3,212 3,199 Credit SPS Strategy⁵ 20.0% 19.1% 1.5x 1.5x 245 75 169 165 165 2022 Credit MAV I 13.0% 19.2% 1.4x 1.3x 260 205 55 205 205 2023 Credit MAV II NM NM NM NM 156 146 10 96 220 2025 Credit MAV III 16.2% 19.1% 1.4x 1.4x 661 426 235 467 590 Credit MAV Strategy⁶ 2.7% 11.0% 1.2x 2.3x 577 322 255 253 253 2012 Real Assets Lacan Florestal I 6.2% 11.6% 1.5x 2.0x 714 589 125 356 356 2016 Real Assets Lacan Florestal II 7.2% 10.2% 1.2x 1.3x 551 551 – 415 502 2020 Real Assets Lacan Florestal III 11.4% 11.3% 1.1x 1.1x 232 232 – 216 221 2023 Real Assets Lacan Florestal IV 6.2% 12.6% 1.3x 1.7x 2,075 1,695 380 1,240 1,331 Real Assets Lacan Strategy⁷ 40.4% 55.6% 2.7x 3.6x 376 9 367 104 211 2017 Real Assets FIP Transmissão⁸ 13.3% 15.8% 1.4x 1.5x 512 512 – 350 386 2021 Real Assets VIAS⁹ NM NM 1.2x 1.1x 167 167 – 151 1,784 2022 Real Assets VICC¹⁰ 7.6% 10.2% 1.2x 1.2x 417 401 16 341 422 2021 Real Assets VFDL¹¹ NM NM 1.2x 1.2x 581 497 85 1,352 1,848 2022 Credit Vinci Credit Infra¹²

 

 

29 See notes and definitions at end of document Shareholder Dividends & Share Summary 4Q'25 3Q'25 2Q'25 1Q'25 4Q'24 3Q'24 2Q'24 1Q'24 ($ in thousands) 81,288 73,092 75,759 62,306 73,946 57,104 58,401 49,605 Adjusted Distributable Earnings (R$) XXX 13,645 13,964 11,027 12,804 9,872 10,331 9,801 Adjusted Distributable Earnings (US$)¹ X.XX 0.22 0.22 0.17 0.20 0.19 0.19 0.18 Adjusted DE per Common Share (US$)² 0.17 0.15 0.15 0.15 0.15 0.16 0.17 0.17 Actual Dividend per Common Share³ 4Q'25 3Q'25 2Q'25 1Q'25 4Q'24 3Q'24 2Q'24 1Q'24 VINP Shares Shares Repurchased - - 173,762 683,148 607,643 374,834 220,135 533,981 # of Shares - - 9.47 10.07 10.28 10.38 10.82 10.64 Average Cost (US$/share) - - 1,645,210 6,879,698 6,246,577 3,890,849 2,382,251 5,681,558 Capital Deployed (US$) 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 Class B 50,955,859 48,778,420 48,778,420 48,896,968 49,580,116 38,404,375 38,779,209 38,778,597 Class A⁴ 65,422,098 63,244,659 63,244,659 63,363,207 64,046,355 52,870,614 53,245,448 53,244,836 Common Shares Vinci Compass generated R$1.24 or US$x.xx of Adjusted Distributable Earnings per common share for the 4Q’25. The company declared a quarterly dividend of US$0.17² per co mmon share to record holders as of March 19, 2026; payable on April 2, 2026 Waiting for dividends confirmation and FX from board date

 

 

30 Reconciliations and Disclosures

 

 

31 Financials - Income Statement ∆ YoY (%) FY'25 FY'24 ∆ YoY (%) 4Q'25 3Q'25 4Q'24 (R$ thousands, unless mentioned) REVENUES 67% 812,367 487,532 29% 219,730 201,539 170,193 Net revenue from management fees (25)% 27,706 37,188 (51)% 13,301 2,986 27,412 Net revenue from performance fees (27)% 36,418 50,126 (64)% 13,301 2,986 36,867 Realized performance fees (33)% (8,711) (12,937) N/A – – (9,454) Unrealized performance fees 35% 91,901 68,134 (62)% 15,444 25,384 40,328 Net revenue from advisory 473% 45,429 7,925 49% 11,819 11,404 7,925 Other revenues 63% 977,403 600,779 6% 260,294 241,313 245,858 Total net revenues from services rendered OPERATING EXPENSES 44% (133,342) (92,753) 2% (32,064) (36,407) (31,397) Bonus related to management and advisory (4)% (14,724) (15,349) (23)% (8,409) (1,282) (10,930) Performance based compensation 8% (17,807) (16,507) (23)% (8,409) (1,282) (10,855) Realized 166% 3,083 1,159 N/A – – (74) Unrealized 37% (148,067) (108,102) (4)% (40,474) (37,689) (42,327) Total compensation and benefits 113% (80,923) (38,026) 48% (21,981) (18,135) (14,895) Segment personnel expenses 92% (63,239) (32,868) 10% (16,200) (14,185) (14,728) Other general and administrative expenses 396% (78,795) (15,887) 43% (20,527) (19,461) (14,393) Placement fee amortization and rebates 125% (305,015) (135,660) 18% (75,796) (73,083) (64,006) Corporate center expenses 105% (676,039) (330,542) 16% (174,978) (162,553) (150,348) Total expenses 12% 301,364 270,237 (11)% 85,316 78,760 95,510 Operating profit OTHER GP AND FINANCIAL INCOME AND EXPENSES 333% 65,242 15,053 1,056% 45,124 5,048 3,903 Investment Related Earnings (IRE) 11% 28,305 25,435 48% 6,082 4,362 4,111 Realized gain from GP investment income N/A 36,937 (10,382) N/A 39,042 686 (208) Unrealized gain from GP investment income 28% 63,129 49,269 17% 12,024 14,878 10,308 Financial income 28% 63,129 49,269 17% 12,024 14,878 10,308 Realized gain from financial income N/A – – N/A – – – Unrealized gain from financial income 85% (15,369) (8,295) 118% (4,516) (3,373) (2,072) Leasing expenses 25% (101,870) (81,381) 42% (66,408) (25,839) (46,636) Other items¹ (29)% (1,067) (1,500) N/A 1,521 3,609 (1,500) Equity gain (loss) 33% (29,912) (22,479) 50% (9,814) (8,101) (6,524) Equity - based compensation 469% (13,599) (2,392) 49% (3,566) (3,692) (2,392) Management contract amortization² (90)% (5,883) (56,562) (88)% (4,877) (133) (39,827) Non - operational expenses³ (64)% (39,329) (108,287) (64)% (30,512) (17,603) (84,740) Total Other Items 62% 262,034 161,950 409% 54,804 61,157 10,770 Profit before income taxes (7)% (42,740) (45,977) (34)% (6,770) (12,598) (10,221) ( - ) Income taxes⁴ 89% 219,294 115,973 8,649% 48,034 48,559 549 NET INCOME (91)% 5,236 55,199 (88)% 4,453 133 38,560 (+) Non - operational expenses (including Income Tax effect) 72% 25,364 14,712 169% 33,603 10,753 12,487 ( - ) Contingent consideration adjustment related to acquisitions⁵ N/A 20,449 – N/A 20,449 – – (+) OCI adjustment⁶ 45% 270,344 185,884 106% 106,539 59,445 51,596 ADJUSTED NET INCOME 44% 270,550 188,113 100% 104,627 60,132 52,266 Atributable to the shareholders of the parent company (91)% (206) (2,229) N/A 1,912 (687) (670) Attributable to non - controlling interests See notes and definitions at end of document

 

 

32 Financials - Non - GAAP Reconciliation FY'25 FY'24 4Q'25 3Q'25 4Q'24 (R$ thousands, unless mentioned) 301,364 270,237 85,316 78,760 95,510 OPERATING PROFIT (36,418) (50,126) (13,301) (2,986) (36,867) ( - ) Net revenue from realized performance fees 8,711 12,937 – – 9,454 ( - ) Net revenue from unrealized performance fees 14,724 15,349 8,409 1,282 10,930 (+) Compensation allocated in relation to performance fees 288,381 248,397 80,424 77,056 79,028 FEE RELATED EARNINGS (FRE) 301,364 270,237 85,316 78,760 95,510 OPERATING PROFIT (812,367) (487,532) (219,730) (201,539) (170,193) ( - ) Net revenue from management fees (91,901) (68,134) (15,444) (25,384) (40,328) ( - ) Net revenue from advisory (45,429) (7,925) (11,819) (11,404) (7,925) ( - ) Other revenues 133,342 92,753 32,064 36,407 31,397 (+) Bonus related to management and advisory 80,923 38,026 21,981 18,135 14,895 (+) Personnel expenses 63,239 32,868 16,200 14,185 14,728 (+) Other general and administrative expenses 78,795 15,887 20,527 19,461 14,393 (+) Placement fee amortization and rebates 305,015 135,660 75,796 73,083 64,006 (+) Corporate center expenses 12,983 21,840 4,892 1,704 16,482 PERFORMANCE RELATED EARNINGS (PRE) 301,364 270,237 85,316 78,760 95,510 OPERATING PROFIT 8,711 12,937 – – 9,454 ( - ) Net revenue from unrealized performance fees (3,083) (1,159) – – 74 (+) Compensation allocated in relation to unrealized performance fees 28,305 25,435 6,082 4,362 4,111 (+) Realized gain from GP investment income 335,297 307,451 91,398 83,122 109,150 SEGMENT DISTRIBUTABLE EARNINGS 219,294 115,973 48,034 48,559 549 NET INCOME 8,711 12,937 – – 9,454 ( - ) Net revenue from unrealized performance fees (1,004) (377) – – 24 (+) Income tax from unrealized performance fees (3,083) (1,159) – – 74 (+) Compensation allocated in relation to unrealized performance fees (36,937) 10,382 (39,042) (686) 208 ( - ) Unrealized gain from GP investment income (1,514) (397) 271 193 127 (+) Income tax on unrealized gain from GP investment income – 0 – – – ( - ) Unrealized gain from financial income – – – – – (+) Income tax on unrealized gain from financial income 32,258 19,915 41,338 13,398 16,544 ( - ) Contingent consideration (earn - out) gain (loss)¹ (6,894) (5,203) (7,735) (2,645) (4,057) (+) Income tax on contingent consideration 26,116 11,064 6,182 7,453 5,028 (+) Depreciation and amortization 27,251 20,136 9,814 8,101 6,418 (+) Equity - based compensation (668) (914) (660) (262) (483) ( - ) Income Taxes on Equity - based compensation 1,067 1,500 (1,521) (3,609) 1,500 (+) Equity gain (loss) 4,882 – 2,425 2,457 – (+) Dividends received 5,236 55,199 4,453 133 38,560 (+) Non - operational expenses including income tax related to realized expense² 20,449 – 20,449 – – (+) OCI Adjustment³ (2,720) – (2,720) – – ( - ) Minority Interest 292,445 239,056 81,288 73,092 73,946 ADJUSTED DISTRIBUTABLE EARNINGS 977,403 600,779 260,294 241,313 245,858 TOTAL NET REVENUE FROM SERVICES RENDERED (36,418) (50,126) (13,301) (2,986) (36,867) ( - ) Net revenue from realized performance fees 8,711 12,937 – – 9,454 ( - ) Net revenue from unrealized performance fees 949,697 563,592 246,993 238,327 218,446 NET REVENUE FROM MANAGEMENT FEES AND ADVISORY See notes and definitions at end of document

 

 

33 Balance Sheet 12/31/2025 9/30/2025 Assets Current assets 280,091 215,934 Cash and cash equivalents 121,498 103,176 Cash and bank deposits 153,729 96,994 Financial instruments at fair value through profit or loss 4,864 15,764 Financial instruments at amortized cost 1,534,471 1,449,485 Financial instruments at fair value through profit or loss 214,706 197,409 Trade receivables - - Sub - leases receivable 20,010 14,062 Taxes recoverable 70,168 53,575 Other assets 2,119,446 1,930,465 Total current assets Non - current assets 151,615 134,809 Financial instruments at fair value through profit or loss 6,141 5,866 Financial instruments at amortized cost 17,518 14,923 Trade receivables - 3,500 Sub - leases receivable 1,225 3,478 Taxes recoverable 47,393 33,104 Deferred taxes 38,315 44,261 Other receivables 262,207 239,941 65,796 59,636 Investments accounted for using the equity method 43,999 - Judicial deposits 74,095 67,368 Property and equipment 141,226 127,911 Right of use - Leases 1,326,216 1,050,534 Intangible assets 1,913,539 1,545,390 Total non - current assets 4,032,985 3,475,855 Total Assets 12/31/2025 9/30/2025 Liabilities and equity Current liabilities 13,369 9,081 Trade payables 0 11,217 Financial instruments at fair value through profit or loss – 15,002 Deferred Revenue 33,307 28,882 Leases 38,101 38,024 Accounts payable 199,422 128,508 Labor and social security obligations 93,862 32,384 Loans and Financing 35,047 26,054 Taxes and contributions payable 413,108 289,152 Total current liabilities Non - current liabilities 6 – Accounts payable 126,877 114,521 Leases 9,221 6,693 Labor and social security obligations 872,770 705,900 Loans and Financing 4,641 3,300 Deferred taxes 44,446 – Provision for contingencies 508,416 478,007 Retirement plans liabilities 1,566,377 1,308,421 1,979,485 1,597,573 Total liabilities Equity 19 18 Share capital 2,236,406 2,094,601 Additional paid - in capital (306,608) (306,608) Treasury shares 91,974 98,952 Retained Earnings (43,013) (6,198) Other reserves 1,978,778 1,880,765 74,722 (2,483) Non - controlling interests in the equity of subsidiaries 2,053,500 1,878,282 Total equity 4,032,985 3,475,855 Total liabilities and equity

 

 

34 Notes to page 3 1) FRE per share is calculated considering the number of outstanding shares at the end of the current quarter. 2) Adjusted DE per share is calculated considering the number of outstanding shares at the end of the current quarter. Notes to page 5 1) FRE per share is calculated considering the number of outstanding shares at the end of the current quarter . Year - to - date values are calculated as the sum of the last three quarters . 2) Other items comprise the income/(loss) generated by financial income/(expenses) related to SPS acquisition, Ares Convertible Preferred Shares and other financial expenses . 3) Non - operational expenses are comprised of expenses related to professional services rendered in connection with acquisitions . 4) Minority interest comprises the portion of Verde Asset Management’s earnings attributable to the remaining 49 . 9 % non - controlling interest, following Vinci Compass’ acquisition of a controlling 50 . 1 % stake . As a result, Verde’s results are fully consolidated in Fee Related Earnings (FRE), and the non - controlling interest is deducted prior to arriving at Distributable Earnings (DE) and Adjusted Distributable Earnings (Adjusted DE) . 5) DE per share is calculated considering the number of outstanding shares at the end of the current quarter . Year - to - date values are calculated as the sum of the last three quarters . 6) Adjusted Distributable Earnings is calculated as Distributable Earnings excluding non - operational expenses . 7) Adjusted DE per share is calculated considering the number of outstanding shares at the end of the current quarter . Year - to - date values are calculated as the sum of the last three quarters . Notes to page 6 1) AuM is calculated as consolidated with double counting, due to funds from one segment investing in other segments and it’s eliminated on consolidation and excluding double counting from co - managed funds between our segments . Considers assets under management and advisory . Notes to page 7 1) The preferred return w/ catch - up rule applies to funds for which the vehicle must pay back its limited partners 100 % of the invested capital corrected by the preferred return rate so it can charge performance fees . Once the preferred return rate is achieved, due to the catch - up clause, performance fees are charged over the absolute return of the fund instead of the excess return over the preferred rate . 2) Funds with preferred return must return 100 % of invested capital corrected by the preferred return rate to its limited partners in order to charge performance fees . 3) Hurdle Rate is the minimum return the fund must achieve before it can charge performance fees . In most cases, funds with hurdle rate also are under a high - water mark clause . Notes to page 9 1) GP investment income comes from proprietary investments made by Vinci Compass in its own Private Markets’ funds and other closed - end funds across Equities and Global IP&S segments with long - term lockups . Notes to page 12 1) Cash and cash equivalents include cash on hand, bank deposits held with financial institutions, other short - term, highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts of third - party and which are subject to an insignificant risk of changes in value . Notes and Definitions

 

 

35 Notes to page 12 (cont’d) 2) Liquid funds’ value are calculated as investment at fair value as of December 31 , 2025 , in liquid funds from Vinci Compass’ Equities, Global IP&S, Credit and Real Estate . It also comprises the cash and certificate of deposits and federal bonds . For 1 Q’ 24 onwards we are not considering the funds that refer to financial products as part of the Company’s retirement plans services . For more detail, see 4 Q’ 25 Financial Statements filed within the SEC on March 04 , 2026 . 3) GP Fund Investments include Vinci Compass’ GP investments in private market funds and other closed - end funds across Equities and Global IP&S segments with long - term lockups and Public REITs, calculated at fair value as of December 31 , 2025 . For more detail, please see the Financial Statements filed within the SEC on March 04 , 2026 . 4) Debt obligations include commercial notes, consideration payable and convertible preferred shares . In addition to these debts, Vinci Compass also has obligations regarding earn - out structures and redemption liability from M&A transactions . For more detail, see 4 Q’ 25 Financial Statements filed within the SEC on March 04 , 2026 . 5) Net Cash and Investments per share were calculated considering the number of outstanding shares at the end of each quarter . Notes to page 16 1) Upfront fees are one - time fees charged for TPD Alternative commitments . Fee - Earning Assets Under Management Ex - Upfront regards the FEAUM only from the funds which collect recurring management fees . 2) Third - Party Distribution, or TPD, stands for the funds managed by third - party asset managers, distributed by Vinci Compass’ platform . 3) Other includes Pension Plans and Vinci Retirement Services . Notes to page 23 1) AuM is calculated as consolidated with double counting, due to funds from one segment investing in other segments and it’s eliminated on consolidation and excluding double counting from co - managed funds between our segments . Considers assets under management and advisory . Notes to page 24 1) FEAUM is measured as assets under management and advisory excluding funds that do not charge management or performance fees at any time, according to such funds’ policies . FEAUM is calculated as consolidated with double counting, due to funds from one segment investing in other segments and it’s eliminated on consolidation and excluding double counting from co - managed funds between our segments . Notes to page 25 1) NAV is the net asset value of each fund . For listed vehicles, the NAV represents the Market valuation of the fund . 2) Total Return Strategy includes the funds Total Return FIC FIM and Total Return Institucional FIA . 3) Mosaico Strategy includes the funds Mosaico, Mosaico Institucional and Mosaico Advisory FIA . 4) IPCA is a broad consumer price index measured by the IBGE . 5) IMAB is composed by government bonds indexed to IPCA . IMAB 5 also includes government bonds indexed to IPCA with up to 5 Years in duration . Notes and Definitions (cont’d)

 

 

36 Notes to page 25 (cont’d) 6) Brazil stock market most relevant index . 7) S&P/BMV IPC seeks to measure the performance of the largest and most liquid stocks listed on the Mexican Stock Market . 8) S&P MERVAL Index, Argentina’s flagship index, seeks to measure the performance of the largest, most liquid stocks trading on the Argentinian Stock Market . 9) CDI is an average of interbank overnight rates in Brazil (daily average for the period) . 10) CEMBI Broad Div tracks the performance of US dollar - denominated bonds issued by emerging market corporate entities . 11) The J . P . Morgan CEMBI Broad Diversified HY index tracks liquid, US Dollar emerging market fixed and floating - rate debt instruments issued by corporate, sovereign, and quasi - sovereign entities . 12) PiP Cetes 28 d is an index that invests in Cetes 28 - day securities . Cetes are Treasury Certificates issued by the Mexican government . Notes to page 26 1) NAV is the net asset value of each fund . For listed vehicles, the NAV represents the Market valuation of the fund . 2) CDI is an average of interbank overnight rates in Brazil (daily average for the period) . 3) IMAB is composed by government bonds indexed to IPCA . IMAB 5 also includes government bonds indexed to IPCA with up to 5 Years in duration . 4) IPCA is a broad consumer price index measured by the IBGE . 5) IFIX is an index composed by listed REITs in the Brazilian stock Market . Notes to page 27 1) Track record information is presented throughout this presentation on a pro forma basis and in local currency, excluding PIPE investments, a strategy that will be discontinued in VCP III . 2) Total commitments for VCP III include R $ 1 . 3 billion in co - investments . Track record presented for the VCP strategy as of 3 Q’ 25 , due to fund’s administrator timeline to disclose the quarterly markup of the fund . 3) Performance information for Nordeste Empreendedor (“NE I”) comprises only the four (out of seven) investments invested, managed and divested by a team led by Jose Pano (collectively, the ‘”Participating Investments”) while they were employed by NE I’s manager (the “NE I Manager”), an entity not affiliated with the manager or Vinci Compass . Information herein pertaining to any investments made by NE I manager has not been prepared by NE I manager and NE I manager assumes no responsibility for the accuracy or completeness of any such information . 4) Track record for VIR strategy is presented as of 3 Q’ 25 , due to fund’s administrator timeline to disclose the quarterly markup of the fund . 5) Track record for Vinci SPS strategy is presented as of 4 Q’ 25 . 6) Track record for MAV strategy is presented as of 4 Q’ 25 . 7) Track record for Lacan strategy is presented as of 4 Q’ 25 . 8) Track record for FIP Infra is presented as of 3 Q’ 25 . 9) Track record for VIAS is presented as of 3 Q’ 25 . 10) Total commitments for VICC are presented as of 3 Q’ 25 . 11) Track record for VFDL is presented as of 4 Q’ 25 . 12) Track record for Vinci Credit Infra is presented as of 4 Q’ 25 . 13) Committed capital for VCP III and VCP IV also consider amounts of co - investments . Returns, however, consider only the amounts invested to the main funds . Notes and Definitions (cont’d)

 

 

37 Notes to page 28 1) US $ Distributable Earnings was calculated considering the exchange rate from USD to BRL of 5 . 3567 , as of March 04 , 2025 , when dividends were approved by our Board of Directors . 2) Per Share calculations are based on end of period Participating Common Shares . 3) Actual dividends per common share are calculated considering the share count as of the applicable record date . 4) As of December 31 , 2025 , Public Float was comprised of 14 , 178 , 234 Class A common shares . Notes to page 30 1) Other items comprise the income/(loss) generated by contingent consideration adjustment and financial income/(expenses) related to acquisitions and Ares Convertible Preferred Shares . 2) Management contract amortization refers to the purchase price allocated to Fund’s Management Contracts and Customer relationships, as a result of the Business Combinations . These amounts are amortized based on the duration of the related funds . When a fund has an undefined useful life, the amount allocated to these intangible assets are subject to impairment test on annually basis, or whenever any specific economic or operational condition indicates its cost must be reviewed 3) Non - operational expenses are comprised of expenses related to professional services rendered in connection with acquisitions . 4) Income taxes are comprised of taxes calculated over our corporate income tax and social contribution taxes . We are taxed on an actual taxable profit regime, while part of our subsidiaries are taxed based on deemed profit . 5) Contingent consideration adjustment (after - tax) reflects the change in earn out’s fair value to be paid in stock, due to variation in the stock price in the period . 6) OCI comprises foreign exchange variations from the consolidation of subsidiaries whose functional currencies are not Brazilian reais, which are recognized directly in shareholders’ equity (other comprehensive income) and do not affect profit or loss . Notes to page 31 1) Contingent consideration adjustment (after - tax) reflects the change in earn out’s fair value to be paid in stock, due to variation in the stock price in the period . 2) Non - operational expenses are comprised of expenses related to professional services rendered in connection with acquisitions . 3) OCI comprises foreign exchange variations from the consolidation of subsidiaries whose functional currencies are not Brazilian reais, which are recognized directly in shareholders’ equity (other comprehensive income) and do not affect profit or loss . Notes and Definitions (cont’d)

 

 

38 • “Fee related earnings”, or “FRE”, is a metric to monitor the baseline performance of, and trends in, our business, in a manner that does not include performance fees, investment income and expenses that do not arise from our normal course of operations . FRE is calculated as operating profit, less (a) net revenue from realized performance fees, less (b) net revenue from unrealized performance fees, plus (c) share - based payments plus (d) compensation allocated in relation to performance fees plus (e) expenses relating to professional services rendered in connection with acquisitions, our business combination with Compass and our international corporate organization (which expenses were added to the calculation of FRE beginning in the year ended December 31 , 2022 to ensure the metric’s usefulness as a tool to assess our ability to generate profits from revenues and expenses arising out of our normal course of operations) plus (f) the amortization of fund management contracts related to business combinations (which expenses were added to the calculation of FRE beginning in the year ended December 31 , 2024 in order to exclude depreciation expenses that are tied to specific acquisition transactions rather than our ongoing operations ; these amounts became meaningful only upon completion of the business combination with Compass and consequently we do not present such amounts for periods prior to 2024 ) . • “FRE Margin” is calculated as FRE divided by the sum of net revenue from management fees, net revenue from advisory services and net revenue from other revenues . • “Distributable Earnings”, or “DE”, is used as a reference by our board of directors to assess our performance and capabilities to distribute dividends to our shareholders . Distributable Earnings is calculated as profit for the year, less (a) net revenue from unrealized performance fees, plus (b) income taxes from unrealized performance fees, plus (c) compensation allocated in relation to unrealized performance fees, less (d) equity gain or loss on investments accounted for using the equity method, less (e) unrealized gain from investment income, plus (f) income taxes on unrealized gain from investment income, plus (g) share - based payments, less (h) income taxes on share - based payments, plus (i) depreciation and amortization, except for amortization of placement agent expenses and amortization related to retirement services investments, less (j) contingent consideration (earn - out) gain (loss) (after tax) . • “DE Margin” is calculated as Distributable Earnings divided by sum of net revenue from management fees, net revenue from performance fees, net revenue from advisory services, net revenue from other revenues and realized gain from investment income . • “Performance Related Earnings”, or “PRE”, is a performance measure that we use to assess our ability to generate profits from revenue that relies on outcomes from funds above their respective hurdle rates . We calculate PRE as operating profit less (a) net revenue from management fees, less (b) net revenue from advisory services, less (c) net revenue from other revenues plus (d) personnel and profit - sharing expenses, plus (e) other general and administrative expenses, less (f) compensation in relation to performance fees . • “PRE Margin” is calculated as PRE divided by net revenue from performance fees . • “Adjusted Distributable Earnings”, or “Adjusted DE”, is used as a reference point by our board of directors for determining the amount of earnings available to distribute to shareholders as dividends . Adjusted Distributable Earnings is calculated as Distributable Earnings, plus expenses relating to professional services rendered in connection with acquisitions, our business combination with Compass and our international corporate organization (including income tax related to realized expense) . • “Segment Distributable Earnings” is Vinci Compass’ segment profitability measure used to make operating decisions and assess performance across the company’s five segments (Private Equity, Global Investment Products and Solutions, Credit, Equities, Real Assets and Corporate Advisory) . Segment Distributable Earnings is calculated as operating profit less (a) net revenue from unrealized performance fees, plus (b) compensation allocated in relation to unrealized performance fees, plus (c) realized gain from GP investment income . Notes and Definitions (cont’d)

 

 

39 • “ AuM ” refers to assets under management and advisory . Our AuM equals the sum of : ( 1 ) the fair market value of all funds and accounts under management and advisory by Vinci Compass, across Global IP&S, Credit, Private Equity, Equities, and Real Assets ; ( 2 ) the capital that we are entitled to call from investors in funds pursuant to the terms of their capital commitments to those funds ; and ( 3 ) the fair market value of co - investments arranged by us that were made, or could be made, by limited partners of our corporate private equity funds and portfolio companies of such funds . As a significant portion of our AUM is denominated in currencies other than Brazilian Reais, fluctuations in foreign exchange rates may cause our reported AuM to vary over time, independently of underlying asset or commitment changes . AUM includes double counting related to funds from one segment that invest in funds from another segment . Those cases occur mainly due to (a) fund, of funds of investment products and solutions segment, and (b) investment funds in general that invest part of their cash in credit segment and hedge fund segment funds in order to maintain liquidity and provide for returns on cash . Such amounts are eliminated on consolidation . The bylaws of the relevant funds prohibit double - charging fees on AuM across segments . Therefore, while our AUM by segment may double - count funds from one segment that invest in funds from another segment, the revenues for any given segment do not include revenue in respect of assets managed by another segment, which means there are no intercompany eliminations on revenues in our results of operations . • Net Cash and Investments include cash and cash equivalents and the fair value of investments in liquid funds and GP Fund Investments . Cash and cash equivalents include cash, certificate of deposits, which are issued by Banco Bradesco (credit rating AAA evaluated by Fitch Ratings) with interest rates from 99 . 5 % to 101 % of CDI . • “Total Fee Related Revenues” is a measure that we use to assess our ability to generate profits from our business without measuring for the outcomes from funds above their respective benchmarks . We calculate Total Fee Related Revenues as net revenue from services rendered less (a) net revenue from realized performance fees and less (b) net revenue from unrealized performance fees . • “Total compensation and benefits” is the result of the profit sharing paid to our employees as (a) bonus compensation related to management and advisory and (b) performance - based compensation . • “Segment personnel expenses” are composed of the salary - part compensation paid to employees and partners of our funds’ management teams . • “Corporate center expenses” are composed by the salary - compensation paid to employees and other general and administrative expenses related to our support teams, such as research, risk, legal & compliance, investor relations, operations and ESG . • “Other general and administrative expenses” is made up of third - party expenses, depreciation and amortization, travel and representation, marketing expenses, administrative fees, non - operating taxes, third - party consultants’ fees, such as legal and accounting, and office consumables . • “Placement fee amortization and rebates” reflects fees paid to distributors that, due to accounting procedures, are not deducted from net management fees, unlike certain other distributor fees that directly impact that line . • “GP investment income” is income from proprietary investments made by us in our own Private Markets’ funds, used as GP Commitments . • “Financial income” is income generated through the investments made with our cash and cash equivalents in cash and bank deposits, certificate of deposits and proprietary investments in our liquid funds from our Equities and Global IP&S segments . • “Leasing expenses” include costs from the company’s sub - leasing activities . • “Income taxes” is comprised of taxes on our corporate income tax and social contribution taxes . We are taxed on an actual taxable profit regime, while our subsidiaries are taxed based on deemed profit . Notes and Definitions (cont’d)

 

 

40 • “Capital Subscription / (capital return)” represents the net capital commitments and capital returns from our Private Markets’ closed end and listed funds . • “Net Inflows / (outflows)” represent the net inflows and outflows from our liquid funds from our Equities, Global IP&S and Credit segments . • “Appreciation / (depreciation)” represents the net capital appreciation/depreciation from our funds, which refers to the increase or decrease of the funds’ investment’s value . • “MOIC” means multiple on invested capital, a ratio intended to represent how much value an investment has returned, and is calculated as realized value plus unrealized value, divided by the total amount invested, gross of expenses and fees . • “IRR” means the internal rate of return, which is a discount rate that makes the net present value of all cash flows equal to zero in a discounted cash flow analysis . Notes and Definitions (cont’d)

 

 

41 Bogota 601 748 6090 Carrera 11 # 79 – 52 Of 801, Edificio 80 - ONCE Barrio El Nogal COLOMBIA Mexico City 52 55 5010 2150 Paseo de los Tamarindos N Σ 90, Torre 1, Piso 21, 05120 MEXICO Lima 51 1 611 5350 Av. Jorge Basadre Nro. 347 Piso 09, Of 902 San Isidro PERU Miami 786 755 4860 1441 Brickell Ave Suite 1430, FL 33131 UNITED STATES Recife 55 81 3204 6811 Av. República do Líbano, 251 Sala 301 - Torre A Pina - 51110 - 160 BRAZIL Montevideo 59 8 2626 2650 WTC Free Zone 2 Dr. Luis Bonavita 1294, Of 2033. CP 11300 59 8 2628 7042 WTC Torre 4, Dr. Luis Bonavita 1266, Of 601. CP 11300 URUGUAY New York 1 - 212 - 355 7630 590 Madison Avenue 33rd Floor , NY 10022 UNITED STATES Rio de Janeiro 55 21 2159 6000 Av. Bartolomeu Mitre, 336 Leblon - 22431 - 002 BRAZIL São Paulo 55 11 3572 3700 Av. Brigadeiro Faria Lima, 2.277 14 o andar Jardim Paulistano 01452 - 000 BRAZIL Santiago 56 2 2364 4660 Av. Rosario Norte 555, Piso 14, Las Condes CHILE Buenos Aires 52 55 5010 2150 54 11 4878 8000 Carlos Pellegrini 1023, Piso 14 (C1009ABU) ARGENTINA Ribeirão Preto 55 16 2101 4641 Av. Presidente Vargas, 2.121 – Sala 106 Jardim América 14020 - 260 BRAZIL

 

 

Exhibit 99.4

 

 

Vinci Compass Investments Ltd. 

(formerly known as “Vinci Partners Investments Ltd.”)

 

Consolidated Financial Statements as of December 31, 2025

 

 

 

 

 

 

 

 

Report of Independent Registered

Public Accounting Firm

 

To the Shareholders and Board of Directors of

 

Vinci Compass Investments Ltd.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of Vinci Compass Investments Ltd. and its subsidiaries (the “Company”) as of December 31, 2025 and December 31, 2024, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ PricewaterhouseCoopers

Auditores Independente Ltda.

Rio de Janeiro, March 4, 2026

 

We have served as the Company's auditor since 2010.

 

F-2 

 

Vinci Partners Investments Ltd.
 
Consolidated balance sheets
All amounts in thousands of reais unless otherwise stated
 

 

 

Assets   Note   12/31/2025   12/31/2024  
               
Current assets              
Cash and cash equivalents   5(c)            280,091            223,302  
Cash and bank deposits   5(c)            121,498              99,156  
Financial instruments at fair value through profit or loss   5(c)            153,729            120,492  
    Financial instruments at amortized cost   5(c)                4,864                3,654  
Financial instruments at fair value through profit or loss   5(d)         1,534,471         1,531,036  
Accounts receivable   5(a)            214,706            227,951  
Sub-leases receivable   11   -                1,758  
Taxes recoverable                  20,010              22,137  
Other assets   7              70,168              55,273  
Total current assets             2,119,446         2,061,457  
               
Non-current assets              
Financial instruments at fair value through profit or loss   5(d)            151,615            140,824  
Financial instruments at amortized cost   6                6,141                6,991  
Accounts receivable   5(a)              17,518              15,901  
Sub-leases receivable   11   -                4,081  
Taxes recoverable                    1,225                   704  
Deferred taxes   21              47,393              31,346  
Other assets   7              38,315   49,468  
                 262,207            249,315  
               
Investments accounted for using the equity method   8(b)              65,796              55,081  
Judicial deposits   24   43,999   -  
Property and equipment   9              74,095              59,132  
Right of use – Leases   11            141,226            102,117  
Intangible assets   10         1,326,216         1,057,949  
Total non-current assets             1,913,539         1,523,594  
               
Total assets             4,032,985         3,585,051  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3 

 

Vinci Partners Investments Ltd.
 
Consolidated balance sheet
All amounts in thousands of reais unless otherwise stated
 

 

 

Liabilities and equity   Note   12/31/2025   12/31/2024  
               
Current liabilities              
Trade payables                  13,369              11,527  
Leases   11 and 5(e)              33,307   33,303  
Accounts payable   12              38,101              38,667  
Labor and social security obligations   13            199,422            182,071  
Loans and obligations   15   93,862              45,220  
Taxes and contributions payable   14              35,047              40,855  
Total current liabilities                413,108            351,643  
               
Non-current liabilities              
Accounts payable   12                   6   -  
Leases   11 and 5(e)            126,877              86,152  
Labor and social security obligations   13                9,221                8,992  
Loans and obligations   15   872,770            816,322  
Deferred taxes   21                4,641                5,086  
Provision for contingencies   24   44,446   -  
Retirement plans liabilities   16            508,416            374,813  
Total non-current liabilities             1,566,377         1,291,365  
               
Total liabilities       1,979,485   1,643,008  
               
Equity   17          
Share capital                         19                     18  
Additional paid-in capital             2,236,406         2,097,712  
Treasury shares   17(f)          (306,608)          (259,773)  
Retained earnings                  91,974              30,682  
Other comprehensive income and other reserves                  (43,013)              73,769  
              1,978,778         1,942,408  
               
Non-controlling interests   8(c)              74,722                 (365)  
               
Total equity             2,053,500         1,942,043  
               
Total liabilities and equity             4,032,985         3,585,051  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4 

 

Vinci Partners Investments Ltd.
 
Consolidated statement of income
Years ended December 31
All amounts in thousands of reais unless otherwise stated
 

 

 

Statements of Income   Note   2025   2024   2023
                 
                 
Net revenue from services rendered   18   977,403   600,779            454,420
                 
General and administrative expenses   19   (725,434)   (411,975)        (252,264)
                 
Operating profit       251,969   188,804            202,156
                 
Finance income   20   145,381   86,871   121,809
Finance expenses   20   (134,249)   (112,225)   (54,580)
                 
Finance income/(expense), net       11,132   (25,354)   67,229
                 
Net profit/(loss) of investments accounted for using the equity method   8   (1,067)   (1,500)   -
                 
Profit before income taxes       262,034   161,950   269,385
                 
Income taxes   21   (42,740)   (45,977)   (49,926)
                 
Profit for the year       219,294   115,973   219,459
                 
Attributable to the shareholders of the parent company       217,579   118,202   220,608
Attributable to non-controlling interests       1,715   (2,229)   (1,149)
                 
Basic earnings per share   17 (g)   3.43   2.14   4.02
Diluted earnings per share   17 (g)   3.21   2.08   3.85

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5 

 

Vinci Partners Investments Ltd.
 
Consolidated statement of comprehensive income
Years ended December 31
All amounts in thousands of reais unless otherwise stated
 

 

 

    2025   2024   2023
             
Profit for the year                 219,294   115,973   219,459
             
Other comprehensive income            
Items that may be reclassified to profit or loss:            
Exchange differences on translation of foreign operations                 (22,175)   26,498   (2,603)
             
Total comprehensive income for the year                 197,119   142,471   216,856
             
Attributable to:            
Shareholders of the parent company                 195,404   144,700   218,005
Non-controlling interests                     1,715   (2,229)   (1,149)
             
                  197,119   142,471   216,856

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6 

 

Vinci Partners Investments Ltd.
 
Consolidated statement of changes in equity
All amounts in thousands of Brazilian Reais, unless otherwise stated
 

 

    Share   Additional   Retained   Other   Treasury       Non-controlling   Total
  Note capital   Paid-in capital   earnings   reserves   shares   Total   interests   Equity
                                 
                                 
At December 31, 2022   15   1,382,038   81,310   24,149   (114,978)   1,372,534   3,013   1,375,547
                                 
Profit for the year   -       220,608   -   -   220,608   (1,149)   219,459
Other comprehensive income:                                
   Foreign exchange variation of investee located abroad   -       -   (2,603)   -   (2,603)   -   (2,603)
Fair value option of convertible preferred shares 17(a) -   34,141   -   -   -   34,141   -   34,141
Transactions costs from the issuance of preferred shares   -   (1,958)   -   -   -   (1,958)   -   (1,958)
Share based payments   -   (2,783)   -   10,330   2,783   10,330   -   10,330
Treasury shares bought, net of shares sold   -   (3,000)   -   -   (60,668)   (63,668)   -   (63,668)
Allocation of profit:                                
Dividends   -       (190,474)   -   -   (190,474)   -   (190,474)
                                 
                                 
At December 31, 2023   15    1,408,438     111,444    31,876    (172,863)    1,378,910    1,864    1,380,774
                                 
Profit for the year   -       118,202   -   -   118,202   (2,229)   115,973
Other comprehensive income:                                
   Foreign exchange variation of investee located abroad   -       -   26,498   -   26,498   -   26,498
Issuance of shares as part of business combination 8(a) 3   692,153   -   -   -   692,156   -   692,156
Share based payments   -   (2,735)   -   15,395   2,735   15,395   -   15,395
Treasury shares bought, net of shares sold   -   (144)   -   -   (89,645)   (89,789)   -   (89,789)
Allocation of profit:                                
Dividends   -       (198,964)   -   -   (198,964)   -   (198,964)
                                 
                                 
At December 31, 2024   18   2,097,712     30,682    73,769    (259,773)    1,942,408    (365)    1,942,043
                                 
Profit for the year   -   -   217,579   -   -   217,579   1,715   219,294
Other comprehensive income:                                
   Foreign exchange variation of investee located abroad   -   -   -   (22,175)   -   (22,175)   -   (22,175)
Issuance of shares as part of business combination 8(a) 1   141,805   -   -   -   141,806   -   141,806
Minority interest as part of a business combitaion 8(a) -   -   -   -   -   -   73,372   73,372
Redemption liability assumed as part of a business combination 15(v) -   -   -   (62,788)   -    (62,788)   -    (62,788)
Revaluation of redemption liability 15(v) -   -   -           (668)   -    (668)   -    (668)
Share based payments   -   (3,111)   -   23,861   3,111   23,861   -   23,861
Treasury shares bought, net of shares sold 17(f) -   -   -   -   (49,946)   (49,946)   -   (49,946)
Allocation of profit:                                

Dividends

 

  -   -   (156,287)   (55,012)   -   (211,299)   -   (211,299)
                                 
At December 31, 2025   19   2,236,406    91,974   (43,013)    (306,608)    1,978,778   74,722    2,053,500

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-7 

 

Vinci Partners Investments Ltd.
 
Consolidated statement of cash flows
Years ended December 31
All amounts in thousands of Brazilian Reais, unless otherwise stated
 

 

  Notes 2025   2024   2023
Cash flows from operating activities            
             
Profit before taxation   262,034   161,950   269,385
Adjustments to reconcile net income to cash flows from operations:            
      Depreciation and amortization 19 57,579   28,701   19,780
      Investment income and exchange variation of financial instruments at fair value through profit or loss   (49,098)   (92,056)   (97,703)
      Net foreign exchange on liabilities at amortized cost  15(i) (69,513)   136,374   (16,513)
      Interest expense on loans and obligations 20 60,763   61,784   23,654
      Gain/loss on remeasurement of contingent consideration 20 32,258   19,915   15,872
      Net profit/(loss) of investments accounted for using the equity method 8(b) 1,067   1,500    
      Share based payments 19 29,912   22,479   14,967
      Financial result on lease agreements 20 15,248   7,757   9,109
      Other adjustments   (610)   1,030   -
    339,640   349,434   238,551
Changes in assets and liabilities            
Accounts receivables   17,694   (18,156)   (43,187)
Taxes recoverable   38,268   (4,777)   2,152
Other assets   21,480   (65,690)   (20,990)
Trade payables   2,693   (3,370)   622
Accounts payable   (22,655)   3,648   (1,575)
Labor and social security obligations   (25,688)   15,110   11,527
Taxes and contributions payable   (47,674)   815   (780)
Purchases of financial instruments related to retirements plans   (74,535)   (293,281)   (84,933)
Contribution for retirements plans   76,176   279,771   82,734
    (14,241)   (85,930)   (54,430)
             
Cash generated from operations   325,399   263,504   184,121
Income tax paid   (51,438)   (53,733)   (54,875)
Net cash inflow from operating activities   273,961   209,771   129,246
             
Cash flows from investing activities            
Acquisition of a subsidiary, net of cash acquired 8 2,243   (223,068)   -
Purchases of property and equipment and additions to intangible assets   (39,929)   (19,317)   (36,738)
Purchase and sales of financial instruments at amortized cost   -   13,648    
Purchase of financial instruments at fair value through profit or loss   (316,346)   (347,264)   (196,079)
Sales of financial instruments at fair value through profit or loss   467,336   357,006   455,781
Dividends received from joint ventures investments 8(b) 3,415        
Capital increase in joint ventures 8(b) (17,744)   (13,140)   -
             
Net cash (outflow) from investing activities   98,975   (232,135)   222,964
             
Cash flows from financing activities            
    Interest payments of loans and obligations 15 (52,640)   (47,934)   (11,975)
    Principal payments of loans and obligations 15 (27,700)   (69,168)   (8,889)
    Treasury shares acquisition paid, net of treasury shares sold 17(e) (51,101)   (90,288)   (62,769)
    Lease payments, net of sublease received   (31,732)   (18,604)   (23,044)p
    Proceeds from loans and obligations 15 49,207   -   -
    Issuance of convertible preferred shares 17(f) -   -   471,835
    Dividends paid 17(d) (209,769)   (203,236)   (190,138)
             
Net cash (outflow) from financing activities   (323,735)   (429,230)   175,020
             
Net increase in cash and cash equivalents   49,201   (451,594)   527,230
             
Cash and cash equivalents at the beginning of the year 5(c) 223,302   660,305   136,581
             
Foreign exchange variation of cash and cash equivalents in subsidiary   7,588   14,591   (3,506)
             
Cash and cash equivalents at the end of the year 5(c) 280,091   223,302   660,305

 

Non-cash financing activities 

Dividends declared and not yet paid until December 31, 2025 and 2024 were R$ 2,560 (Note 12) and R$ 3,791, respectively. 

Issuance of shares related to the business combination were R$ 833,962 (2024: R$ 692,156) (Note 8 (a)). 

Consideration payable, contingent consideration (earn-out) and redemption liability as of December 31, 2025 and 2024 were 242,433 and 210,666 (Note 15), respectively. Vinci expects to pay part of the contingent consideration through its equity instruments. However, accordingly to IAS 32, the earn-out obligation was classified as a financial liability.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-8 

 

Vinci Partners Investments Ltd.
 
Notes to the consolidated financial statements
Years ended December 31
All amounts in thousands of Brazilian Reais, unless otherwise stated
 

 

1Operations

 

Vinci Compass Investments Ltd., formerly known as Vinci Partners Investments Ltd., is an exempted entity incorporated in the Cayman Islands (referred to herein as "Entity", "Group" or "Vinci Compass"). On July 9, 2025, Vinci Partners Investments Ltd. changes its name to Vinci Compass Investments Ltd.  The Group started its activities in September 2009. Its objective is to hold investments in the capital of other companies as partner (shareholder). The investees are specialized in rendering alternative investment management, asset allocation, corporate advisory services, distribution services and retirement services.

 

The registered office of the Entity is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

 

On March 07, 2024, Vinci Compass announced an agreement for a business combination with Compass and on October 29, 2024, the transaction was completed, creating a full-service Latin American alternative asset manager with more than US$50 billion in assets under management. Please see note 7(a) further detail regarding the transaction.

 

On October 06, 2025, Vinci Compass announced an agreement for a business combination with Verde, one of Brazil's leading multi-strategy asset managers with a widely recognized brand. On December 01, 2025, the transaction was completed. Please see note 8(a) in further detail regarding the transaction.

 

Tax Reform on Consumption

 

In Brazil, on December 20, 2023, Constitutional Amendment No. 132 (“CA 132/2023”) was promulgated, establishing the consumption tax reform (“Reform”). The Reform adopts a dual VAT model split between two jurisdictions: a federal tax (the Contribuição sobre Bens e Serviços - CBS), which will replace PIS and COFINS, and a subnational tax (the Imposto sobre Bens e Serviços - IBS), which will replace ICMS and ISS. A Selective Tax (IS), under federal jurisdiction, was also created to be levied on the production, extraction, commercialization, or importation of goods and services harmful to health and the environment, as set forth in complementary law.

 

There will be a transition period from 2026 to 2032, during which the old and new tax systems will coexist. The full impact of the Reform on the calculation of the above-mentioned taxes from the start of the transition period will only be fully known upon completion of the regulation of the outstanding topics by complementary law. Accordingly, there is no impact from the Reform on the financial statements as of December 31, 2025.

 

2Summary of significant accounting policies

 

2.1Basis of preparation and presentation

 

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

 

The consolidated financial statements have been prepared on a historical cost basis, except for the financial instruments assets that have been measured at fair value, the contingent considerations and the redemption liability related to the business combination.

 

The consolidated financial statements are presented in Brazilian reais (“R$”), and all amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.

 

F-9 

 

New and revised accounting standards

 

In August 2023, the IASB amended IAS 21 to add requirements to help entities to determine whether a currency is exchangeable into another currency, and the spot exchange rate to use where it is not. Prior to these amendments, IAS 21set out the exchange rate to use when exchangeability is temporarily lacking, but not what to do when lack of exchange ability is not temporary. These new requirements apply for annual reporting periods beginning on or after 1January 2025.

 

Vinci Compass determined that the amendments did not have a material impact on the group’s consolidated financial statements.

 

New standards and interpretations not yet adopted

 

The IASB made the following improvements:

 

IFRS 1, ‘First-time Adoption of International Financial Reporting’ – to improve consistency between IFRS 1 and IFRS9, ‘Financial Instruments’, in relation to the requirements for hedge accounting, and to improve the understandability of IFRS 1;

 

IFRS 7, ‘Financial Instruments: Disclosures’ – to improve consistency in the language used in IFRS 7 with the language used in IFRS 13, ‘Fair Value Measurement’;

 

IFRS 9 – to clarify how a lessee accounts for the derecognition of a lease liability when it is extinguished, and to address an inconsistency between IFRS 9 and IFRS 15, ‘Revenue from Contracts with Customers’, in relation to the term ‘transaction price’;

 

IFRS 10, ‘Consolidated Financial Statements’ – to clarify the requirements in relation to determining de facto agents of an entity; and

 

IAS 7, ‘Statement of Cash Flows’ – to replace the term ‘cost method’ with ‘at cost’, since the term is no longer defined in IFRS Accounting Standards.

 

Vinci Compass determined that the amendments are not expected to materially impact on the group’s consolidated financial statements.

 

Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments: clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system and add further guidance for assessing whether a financial asset meets the sole payments of principal and interest criterion. New disclosures for certain instruments with contractual terms that can change cash flow and update the disclosures for equity instruments designated at fair value through other comprehensive income. Other amendments to IFRS 9 and IFRS 7, IASB have made targeted amendments about Nature-dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power.

 

Effective for annual periods beginning on or after 1 January 2026.

 

The Group does not expect these amendments to have a material impact on its operations or financial statements.

 

IFRS 18 - Will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users.

 

The line items presented on the primary financial statements might change because of the application of the concept of ‘useful structured summary’ and the enhanced principles on aggregation and disaggregation. In addition, since goodwill will be required to be separately presented in the statement of financial position, the group will disaggregate goodwill and other intangible assets and present them separately in the statement of financial position. The Group is assessing the potential impacts of this amendment to determine whether it could have any material effect on its operations or financial statements.

 

The group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial year ending 31 December 2026 will be restated in accordance with IFRS 18.

 

F-10 

 

IFRS 19 - Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under IFRS Accounting Standards to apply reduced disclosure requirements. Effective for annual periods beginning on or after 1 January 2027.

 

The IASB has issued amendments to IAS 21 addressing the translation of financial statements into a hyperinflationary presentation currency. The amendments apply to entities whose presentation currency is that of a hyperinflationary economy and whose own functional currency, or that of their foreign operations, is the currency of a non-hyperinflationary economy. Under the revised guidance, all amounts, including comparative information, must be translated using the closing rate at the date of the most recent statement of financial position. An exception permits entities whose functional and presentation currency are both hyperinflationary to avoid re-translating comparatives of foreign operations with a non-hyperinflationary functional currency. The amendments are effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The Company has assessed the amendments and concluded that their adoption is not expected to have a material impact on its financial statements or operations.

 

The issuance of these consolidated financial statements was authorized by the Entity's management on March 4, 2026.

 

(a)Consolidated financial statements

 

Vinci Compass operates as an asset management firm. The Group focuses on private equity, real assets, credit, equities, corporate advisory and investment products and solutions, which comprise the main activity of the Group.

 

The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

 

Also, the Entity holds interest in subsidiaries whose main purpose and activities are providing services that relate to the Entity’s activities. Therefore, the Entity consolidates these subsidiaries.

 

Ownership interest in subsidiaries on December 31, 2025 and 2024 are as follows:

 

  Interest - %
       
  12/31/2025   12/31/2024
       
Subsidiaries       
Vinci Partners Investimentos Ltda. 100   100
Vinci Assessoria Financeira Ltda. (1) 100   100
Vinci Equities Gestora de Recursos Ltda. (1) 100   100
Vinci Gestora de Recursos Ltda. (1) 100   100
Vinci Capital Gestora de Recursos Ltda. (1) 100   100
Vinci Soluções de Investimentos Ltda. 100   100
Vinci Real Estate Gestora de Recursos Ltda. (1) 100   100
Vinci Capital Partners GP Limited. 100   100
Vinci Partners USA LLC 100   100
Vinci GGN Gestão de Recursos Ltda. (1) 100   100
Vinci Infraestrutura Gestora de Recursos Ltda. 100   100
Vinci Capital Partners Fund III GP Limited 100   100
GGN GP LLC 100   100
Vinci APM Ltda. (1) 100   100
Vinci Monalisa FIM Crédito Privado IE (2) 100   100
Vinci Asset Allocation Ltda. 75   75
VICC Infra GP LLC 100   100

F-11 

 

Vinci Capital Partners IV GP LLC 100   100
Vinci Holding Securitária Ltda. 90   85
Vinci Vida e Previdência S.A. (3) 90   85
Vinci SPS Capital Gestão de Recursos Ltda. (4) 100   100
VICC Infra GP (Lux), S.A.R.L. 100   100
VINCI US RE Corporation (5) 98   98
MAV Capital Gestora de Recursos SS Ltda. (6) 100   100
ICML Gestão de Negócios e Participações SS Ltda. (6) 100   100
Lacan Administração de Bens e Participações Ltda. (7) 100   100
Lacan Investimentos e Participações Ltda. (7) 100   100
SPS IV GP LLC 100   100
MNC Holdings Limited (8) 100   100
Investis Asset Management S.A. (8) 100   100
Compass Group S.A. (8) 100   100
Vinci CG Gestora de Recursos Ltda (8) 100   100
Compass Investments Brazil LLC (8) 100   100
Vinci Compass Chile SpA (8) 100   100
Vinci Compass Inversiones SpA (8) 100   100
Compass Group Chile S.A. Administradora General De Fondos (8) 100   100
VC Servicios Financieros SpA (8) 100   100
Compass Group S.A. Asesores de Inversion (8) 100   100
VC Asesorias e Inversiones SpA (8) 100   100
VC Distribución Institucional SpA (8) 100   100
Compass Group Chile Spa (8) 100   100
Compass Group SA Comisionista de Bolsa (8) 100   100
VC Asesores De Inversión Colombia S.A.S (8) 100   100
Compass Investmenst De Mexico S. A. de C. V. Sociedad Operadora de Fondos de Inversion (8) 100   100
Compass Investmenst Corporativo S.A. de C.V. (8) 100   100
CDI Sociedad Administradora de Proyectos S.A. De C.V (8) 100   100
MB Property Management Mexico S de RL De C.V. (8) 100   100
CDI Sociedad Desarrolladora de Proyectos S.A. de C.V. (8) -   100
Compass Group Holding S.A.P.I de C.V. (8) 100   100
Compass Servicios Operativos S de RL de C.V. (8) 100   100
Compass Desarrollo Inmobiliario S.A. de C.V. (8) 100   100
Compass Latin America Investments LLC (Delaware) (8) 100   100
Compass Capital Consultants S.A.C. (8) 100   100
Compass Peru S.A. (8) 100   100
Compass Group S.A.F. S.A. (8) 100   100
Compass Group Global Advisors S.A. (8) 100   100
Compass Group Uruguay Investment Advisors S.A. (8) 100   100
Bunara S.A. (8) 100   100
Cipresi S.A. (8) 100   100
CG Global Services S.A. (8) 100   100
Compass Group LLC Establecimiento Permanente en Chile (8) 100   100
Compass Group LLC (8) 100   100
CG Compass (USA) LLC (8) 100   100
Compass Group Holdings Inc (8) 100   100
Compass Group Investments Solutions LLC (8) 100   100
Compass Group Asset Management Holdings S.L.U. (8) 100   100
CDI Mexican Investments Ltd (8) -   100
Compass Group GP S.à r.l. (Compass GP Luxemburgo) (8) 100   100
Inversiones La Esmeralda SpA (8) 100   100
Compass GSO COF IV Solutions GP Ltd (8) 100   100
Compass BXLS V Solutions GP (8) 100   100
Compass SP Solutions GP (8) 100   100
Compass LCP X Solutions GP (8) 100   100

F-12 

 

Compass Secondaries Solutions (8) 100   100
Compass Capital (Cayman) (8) 100   100
Compass BCP Asia II Solutions (8) 100   100
Verde Empreendimentos e Participações S.A. (9) 50   -
Verde Asset Agro e Imobiliário Ltda. (9) 35   -
Verde Asset Management S.A. (9) 50   -
Verde Serviços Internacionais S.A. (9) 50   -
VC Holding LATAM S.A.S. 100   -
MNVC UK Ltd. 100   -
AGILIZANDO TUS FINANZAS, S.A.P.I. de C.V., SOFOM, E.N.R. 100   -
Vinci Lacan IV GP, LLC 100   -
VISA GP, LLC 100   -
VIR V GP, LLC 100   -

 

(1)Minority interest represents less than 0.001%.

(2)Under the terms of IFRS 10, the Entity classifies Vinci Monalisa FIM Crédito Privado IE as an investment entity. Accordingly, the Entity does not consolidate its investment and measures at fair value through profit or loss in accordance with IFRS 9.

(3)Vinci Compass has an indirect interest at Vinci Vida e Previdência of 85% through its subsidiary Vinci Holding Securitária Ltda., which holds 100% of ownership interest at Vinci Vida e Previdência.

(4)On 16 August 2022, Vinci Soluções de Investimentos Ltda. acquired 90% of the issued share capital of SPS Capital Gestão de Recursos Ltda. The acquisition gives to Vinci Soluções de Investimentos the right of 100% on the economic interest of SPS Gestão de Recursos Ltda.

(5)Under the terms of IFRS 10, the Entity classifies Vinci US RE Corporation as an investment entity. Accordingly, the Entity does not consolidate its investment and measures at fair value through profit or loss in accordance with IFRS 9.

(6)On 29 June 2024, Vinci Gestora Recursos Ltda. acquired 30% of the issued share capital of MAV Capital Gestora de Recursos Ltda. and 100% of the issued share capital of ICML Gestão de Negócios e Participações SS Ltda. Vinci Compass has direct and indirect interest on MAV Capital Gestora de Recursos SS Ltda. Vinci Compass has indirect interest through its ownership interest on ICML Gestão de Negócios e Participações SS Ltda., which holds 70% of ownership interest at MAV.

(7)Subsidiaries consolidated after Lacan business combination. Please see note 8(a)(iii) for further details of the transaction.

(8)Subsidiaries consolidated after Compass business combination. Please see note 8(a)(ii) for further details of the transaction.

(9)Subsidiaries consolidated after Verde business combination. Please see note 8(a)(iv) for further details of the transaction.

 

Subsidiaries are all entities (including structured entities) over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

 

Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated balance sheet respectively.

 

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in another reserve within equity attributable to owners of Entity.

 

When the Group ceases to consolidate an investment or account for it under equity method because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

 

F-13 

 

2.2Segment reporting

 

Under the supervision of the Board of Directors, the CEO is responsible for the decision-making process related to executive themes, resources allocation and strategic decisions of Vinci Compass.

 

The strategic decisions of the Group comprise six distinct business segments: (i) Private Equity, (ii) Equities, (iii) Real Assets; (iv) Credit; (v) Global IP&S; and (vi) Corporate Advisory (see Note 23). Strategies were sorted out within business segments following technical and strategic similarities among funds’ attributes, such as management and performance fee structures, liquidity constraints, targeted returns and investor profile.

 

F-14 

 

2.3Foreign currency translation

 

Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The financial statements are presented in thousands of Brazilian reais, which comprises the main operations of the Group and is the Entity's functional currency and its presentation currency. All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.

 

Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are recognized in profit or loss.

 

Group companies

 

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

 

income and expenses for each statement of profit or loss and statement of comprehensive income are translated at exchange rates at the dates of the transaction (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the monthly average rates), and

 

all resulting exchange differences are recognized in other comprehensive income.

 

Argentina accounting information adjusted for inflation according to hyperinflationary economy

 

IAS 29 "Financial Information in Hyperinflationary Economies", requires the expression of financial statements in terms of the current unit of measurement at the closing date of the reporting period, in the cases in which they occur, certain characteristics in the economic environment of the country. In general terms, the inflation produced from the date of suspension of the remeasurement due to inflation or from the date of acquisition or revaluation must be computed in non-monetary items, whichever is earlier, as the case may be in order to conclude on the existence of a hyperinflationary economy. The norm details a series of factors to be considered, including an accumulated inflation rate in three years that approaches or exceeds 100%.

 

The adjustment is restated based on the last date on which an Argentinian entity adjusted its financial statements to reflect the effects of inflation. In general terms the inflation produced from the date of acquisition or incorporation of the entity's equity, or from the date of revaluation of the asset, as appropriate, is computed in the balances of nonmonetary assets and liabilities.

 

The financial statements prepared for Argentine entities have been restated to consider changes in the general purchasing power of the functional currency in accordance with IAS 29 "Financial information in hyperinflationary economies", the index series that will be used is the result of combining the National Consumer Price Index (IPC) published by the INDEC (base month: December 2016) with the IPIM published by the Argentine Federation of Professional Councils of Economic Sciences (FACPCE). The complete series of the index will be elaborated and published monthly by the FACPCE once. The monthly variation of the National IPC by the INDEC becomes public knowledge. The special financial statements, before remeasurement, have been prepared on the historical cost basis.

 

The annual movement in the general price index for the year ended on December 31, 2025, was 31.50% (117.76% in 2024).

 

F-15 

 

Assets and liabilities have been valued based on the cost initially disbursed for acquisition or commitment undertaken respectively in Argentine pesos converted to Brazilian reais at the exchange rate prevailing at year end and net realizable value in cases Brazilian reais was lower.

 

Monetary results for the year:

 

The monetary result for the year corresponds to the effect of holding monetary assets and liabilities included in the financial statements, relative to historical figures.

 

The financial statements in Argentina companies are adjusted or restated for the effects of price changes before being converted to Brazilian reais. Inflation adjustments are made following the provisions of international accounting standard 29 “Financial information in hyperinflationary economies”. The Group's accounting policy for recording operations in hyperinflationary economies consists of recording in Translation differences both the revaluation of non-monetary items and the translation differences generated by converting the restated financial statements of the subsidiaries in these countries into Brazilian Reais. The amounts included in translation differences are as follows:

 

    2025   2024 (*)
         
Loss/Gain on the monetary position   1,020   (136)
Foreign currency translation adjustment   (78)   (74)
    942   (210)

 

(*) The amounts included in Translation differences since the Compass Business Combination (October 27, 2024) until December 31, 2024.

 

2.4Cash and cash equivalents

 

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, bank deposits held with financial institutions, other short-term, highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

 

2.5Financial assets

 

(i) Classification

 

The Group classifies its financial assets in the following measurement categories:

 

those to be measured subsequently at fair value (either through OCI or through profit or loss), and

 

∙ those to be measured at amortized cost.

 

The classification depends on the Entity's business model for managing the financial assets and the contractual terms of the cash flows.

 

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). Vinci Compass has no financial assets classified as FVOCI as of December 31, 2025, and 2024.

 

The Group classifies debt investments when and only when its business model for managing those assets changes.

 

F-16 

 

(ii) Recognition and derecognition

 

Regular way purchases and sales of financial assets are recognized on trade date, being the date on which the Group commits to purchase or sell the assets. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

 

(iii) Measurement

 

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

 

(iv) Impairment

 

The group assesses on a forward-looking basis the expected credit loss associated with its debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For accounts receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.

 

2.6Accounts receivable

 

Receivables are amounts mainly due to corporate advisory services, investment fund management services rendered in the ordinary course of Group's business, as well as commissions and upfront fees charged to international managers. Except for certain long-term advisory fees, administration fees contingent upon the realization of invested fund assets and unrealized performance fee, collection is expected in less than one year; therefore, they are classified as current assets.

 

Accounts receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest method, less allowance for expected credit losses. See note 5 for further information about the Group's accounting for accounts receivable.

 

The Group uses a provision matrix to calculate expected credit losses, for accounts receivables When applicable, the Group calibrates the matrix to adjust the historical credit loss experience with forward-looking information. The assessment of the correlation between historically observed default rates, forecast economic conditions and expected credit losses is a significant estimate. The amount of expected credit losses is sensitive to changes in circumstances and of forecast economic conditions. Our historical credit loss experience and forecast of economic conditions may also not be representative of customer's actual default in the future. The information about the expected credit losses on our accounts receivable and contract assets is disclosed in note 5.

 

2.7Intangible assets

 

Goodwill

 

Goodwill is measured as described in note 2.16. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at costless accumulated impairment losses.

 

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes.

 

F-17 

 

Management Contracts and Customers relationships

 

Management contracts and Customers relationships acquired in a business combination are recognized at fair value at the acquisition date. They may have a finite or undefined useful life and are subsequently carried at cost less accumulated amortization and impairment losses. Refer to note 9(d) for further details.

 

Placement Agent

 

Placement Agent comprises costs incurred by Vinci Compass in connection to agreements with investments placement agents, relating to funds raised from investors in funds managed by the Group.

 

These amounts are amortized based on the estimated duration of the related funds. When a Fund has an undefined useful life (Perpetual funds), Placement agent costs are amortized within 10 years. In case of an early liquidation of the funds, the amortization period is adjusted, or if there is an indication of impairment, an impairment evaluation is performed and recognized, if necessary.

 

Placement Agent costs will generate future economic benefits to Vinci Compass through the Funds managed by the Group.

 

Computer software

 

Computer software licenses purchased are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives of five years.

 

Costs associated with maintaining computer software programs are recognized as an expense as incurred.

 

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets when the following criteria are met:

 

It is technically feasible to complete the software product so that it will be available for use.

 

Management intends to complete the software product and use or sell it.

 

There is an ability to use or sell software products.

 

It can be demonstrated how the software product will generate probable future economic benefits.

 

Adequate technical, financial and other resources to complete the development and to use or sell the software product are available.

 

The expenditure attributable to the software product during its development can be reliably measured.

 

Directly attributable costs that are capitalized as part of the software product include the software development employee costs and an appropriate portion of applicable overheads.

 

Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use. Refer to note 9 for details about amortization methods and periods used by the Group for intangible assets.

 

Other development expenditures that do not meet these criteria are recognized as an expense as incurred.

 

Development costs previously recorded as an expense are not recognized as an asset in a subsequent period.

 

F-18 

 

Intangible assets with definite life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.

 

During the years ended December 31, 2025, and 2024 management do not identify any event that could impact the recoverable value of the intangible assets.

 

2.8Property and equipment

 

Property and equipment are stated at cost, less depreciation calculated on the straight-line method, based on the estimated economic useful lives of the assets, using the following annual rates: furniture and fixtures, telephony equipment and facilities have a useful life of 10 years; IT equipment has a useful life 5 years; building has a useful life of 50 years.

 

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

 

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. When revalued assets are sold, it is Group policy to transfer any amounts included in other reserves in respect of those assets to retained earnings.

 

2.9Leases

 

The Group leases various offices. Rental contracts are typically made for fixed periods of 5 years to 10 years but may have extension options.

 

Extension and termination options are included in a number of property leases across the Group. These are used to maximize operational flexibility in terms of managing the assets used in the Group's operations. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor.

 

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

 

The following factors are normally the most relevant:

 

-If there are significant penalties to terminate (or not extend), the Group is typically reasonably certain to extend (or not terminate).

 

-If any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to extend (or not terminate).

 

-Otherwise, the Group considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

 

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.  However, for leases of real estate for which the Group is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

 

F-19 

 

2.10Accounts payables

 

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

 

2.11Provisions

 

Provisions for legal claims are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

 

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

 

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

 

2.12Profit-sharing and bonus plans

 

The Group recognizes a liability and an expense for bonuses and profit-sharing based on a formula that takes into consideration the profit attributable to the company's shareholders after certain adjustments. The Group recognizes a provision where contractually obliged or where there is a past practice that has created a constructive obligation. The provision is recognized in labor and social security obligations and the related expense in general and administrative expense.

 

2.13Income taxes

 

The income tax and social contribution expenses for the year comprise current taxes. Taxes on income are recognized in the statement of income.

 

The current income tax and social contribution are calculated on the basis of the tax laws enacted by the balance sheet date. Management periodically evaluates positions taken by the Entity in income tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

The Entity recognizes liabilities for situations where it is probable that additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact on the current and deferred tax assets and liabilities in the period in which such determination is made.

 

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

 

Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

 

F-20 

 

Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

 

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

 

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

 

Brazilian tax regime

 

As permitted by tax legislation, certain of the Entity's investees opted for the deemed profit regime, according to which the income tax calculation basis is 32% of revenues from service rendering and 100% of finance income, on which regular rates of 15% are levied, plus an additional 10% for income tax over a certain limit and 9% for social contribution. The Entity opted for the actual taxable profit regime. The entities that opted for the deemed profit regime evaluate their income tax and social contribution expenses based on the services revenue and realized investment income recognized on monthly basis.

 

2.14Capital

 

Ordinary shares are classified as equity.

 

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

Dividends

 

Provision is made for the amount of any dividend declared, being appropriately authorized and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

 

Earnings per share

 

(i) Basic earnings per share

 

Basic earnings per share is calculated by dividing:

 

• the profit attributable to owners of the Entity;

 

• by the weighted average number of shares outstanding during the financial year, adjusted for bonus elements in shares issued during the year and excluding treasury shares.

 

(ii) Diluted earnings per share

 

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

 

• the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and;

 

• the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all potential dilutive ordinary shares.

 

F-21 

 

2.15Revenue recognition

 

According to IFRS 15, revenue is recognized when the performance obligation is satisfied. Revenue comprises the fair value of the consideration received or receivable for corporate advisory and investment fund management services rendered in the ordinary course of the Group's activities. Revenue is shown net of taxes, returns, rebates and discounts.

 

Management fees and performance fees are accounted for as contracts with customers. Under the guidance for contracts with customers, an Entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. See Note 23 "Segment Reporting" for a disaggregated presentation of revenues from contracts with customers, as follows:

 

(a)Management fees

 

Management fees are recognized in the period when the corresponding services are rendered, which generally consist of a percentage on the net asset value of each investment fund being managed. These customer contracts require Vinci Compass to provide investment management services, which represents a performance obligation that the Group satisfies over time. Management fee percentages currently range between 0.02% and 4.00% (2024: between 0.02% and 4.00%).

 

Management fees also include commissions charged to international managers for the relationship that Vinci Compass maintains with institutional clients. Commissions fees related to liquid funds are accrued monthly and collected quarterly, based on the referred assets under management and the agreed commission rate with the international managers.

 

(b)Performance fees

 

Brazilian regulation set forth certain minimum criteria for the performance fee structures of fund managed by Vinci Compass, as described below:

 

•     Performance fee must be assessed based on a verifiable index, the benchmark, obtained from an independent source, and compatible with the corresponding fund investment policy.

 

•     Performance fee may not be calculated at a percentage lower than 100.0% of the index.

 

•     The performance fee cannot be charged in a period less than 6 months (except for private asset funds).

 

•     The performance fee shall be calculated based on net asset value, including management fees and all other expenses and may consider any distribution for shareholders in the calculation.

 

As a multi-asset-class asset management firm, Vinci Compass manages a number of funds with different performance fee structures that may be classified in three main categories: (1) liquid funds, (2) closed-ended funds focused on value generation, , (3) closed-ended funds focused on income generation and (4) portfolio management.

 

For liquid funds such as equity funds, credit funds and hedge funds, we charge performance fees usually every semester based on the performance of the fund above the benchmark or when the customer makes a redemption and a performance fee is due. For hedge funds and credit funds, performance fees are generally benchmarked to the Interbank Deposit Certificate index, or CDI, and for inflation-indexed funds, performance fees are generally indexed to the Amplified Consumer Price Index, or IPCA, plus a fixed real interest rate or a market index such as the Market Index Sub-Index B from the Brazilian Financial and Capital Markets Association, or IMA-B. For equity funds, the benchmark varies according to the strategy. For our "long only" and "long-biased" strategies, performance fees are assessed mainly to the IBOVESPA index. Other funds and strategies can be addressed to other index, as for example, IDIV index, SMLL index and Brazil ETF Index.

 

F-22 

 

For closed-ended funds focused on value generation, such as the private equity and infrastructure funds, we follow a European-style waterfall structure and the threshold and carry are different between the Brazilian funds and the foreign investor funds. For the Brazilian funds we use a threshold generally indexed to IPCA plus an interest rate, which can vary from 6% to 8%. For the foreign investor funds, the threshold is an 8% return in U.S. dollars and the carried interest is on excess return over the capital contribution.

 

For the closed-ended funds focused on income such as real estate funds, we charge a performance fee every semester over the excess return between the amount distributed to investors and the benchmark of the relevant fund, which can vary according to the fund strategy.

 

Certain discretionary portfolio management clients are charged performance fees in addition to the annual management fee. Such fees are generally calculated as a percentage (e.g., 10% or 15%) of the excess return over a contractually defined benchmark corresponding to the client’s investment strategy. The performance fee is determined annually, based on the portfolio’s average assets under management (AUM) during the year, and is calculated within the first five business days of the subsequent year. No performance fee is charged when the portfolio generates a negative return, even if it outperforms the benchmark.

 

The performance revenue is determined and recorded at the end of the reporting period and is not subject to clawback once paid.

 

The Entity recognizes the performance revenue according to IFRS 15. Unrealized performance fees are recognized only when is highly probable that the revenue will not be reversed in the income statement.

 

(c)Advisory fees

 

Advisory fees are related to the (1) service provided by the Group mainly on the support of mergers and acquisitions transactions. Substantially, the fees are recognized when the transaction is concluded, based on success fees, and (2) Up-front fees charged to international managers for the relationship that Vinci Compass maintains with institutional clients, usually charged when the Funds are closed and based on the total commitments signed by clients referred by the Group.

 

2.16       Business Combinations

 

Business combinations are accounted for using the acquisition method of accounting. The acquisition date is the date on which the Group effectively obtains control of the acquiree. The purchase consideration of the acquisition of a subsidiary as of its relevant acquisition date, comprises of fair values of the assets transferred, liabilities incurred to the former owners of the acquired business, and fair value of any assets or liability resulting from a contingent consideration arrangement.

 

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. The excess of the consideration transferred, the amount of any non-controlling interest in the acquired entity, and the identifiable net assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase.

 

Any goodwill that arises is tested annually for impairment. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’(shall not exceed one year from the acquisition date) about facts and circumstances which existed at the acquisition date.

 

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

 

F-23 

 

2.17       Loans and obligations

 

Loans and obligations are initially recognized at fair value, net transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.

 

Convertible preferred shares, which are redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are recognized in profit or loss as finance expenses.

 

The fair value of the liability portion of a convertible preferred share is determined using a market interest rate for an equivalent non-convertible financial instrument. This amount is recorded as a liability on an amortized cost basis until extinguished on conversion or maturity of the instrument. The remainder of the proceeds is allocated to the conversion option. This is recognized and included in shareholders’ equity.

 

Redemption liability is initially recognized at fair value. It is recorded in the equity attributable to the parent. Subsequent remeasurements of this obligation is recognized directly in equity, as it represents transactions with non-controlling shareholders.

 

2.18       Investments accounted for using the equity method

 

Investments are comprised of associates and joint ventures, accounted for using the equity method of accounting. Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights. Interests in joint ventures are accounted for using the equity method, after initially being recognized at cost in the consolidated statement of financial position.

 

Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognized as a reduction in the carrying amount of the investment.

 

The carrying amount of equity-accounted investments is tested for impairment, at least, annually.

 

2.19Non-controlling interest

 

Non-controlling interests (“NCI”) represent the equity in subsidiaries not attributable, directly or indirectly, to the Group.

 

Non-controlling interests are presented within equity in the consolidated statement of financial position, separately from the equity attributable to the owners of the Group. Profit or loss and each component of other comprehensive income are attributed to the owners of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

 

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

 

3Accounting estimates and judgments

 

The Entity makes estimates and assumptions concerning the future, based on historical experience and other factors, including expectations of future events. The resulting accounting estimates will, by definition, seldom equal the related actual results.

 

F-24 

 

The main estimations and assumptions made by the Entity are included as follows:

 

•     Allowance of expected credit losses of accounts receivable.

 

•     Provision for profit sharing.

 

•     Consolidation of subsidiaries.

 

•     Fair value measurement of financial assets.

 

•     Fair value measurement of retirement plans liabilities.

 

•     Provision for contingent liabilities.

 

•     Impairment for goodwill and other intangible assets.

 

•     Fair value measurement of contingent consideration.

 

•     Fair value of share-based payments.

 

•     Financial evaluation of compound instruments.

 

•     Estimated useful lives for fixed and intangible assets.

 

•     Purchase price allocation on business combinations.

 

•     Estimative and assumptions related to lease contracts, including variable considerations, evaluation of implicit interest rate and extensions options.

 

4Financial risk management

 

The main risks related to the financial instruments are credit risk, market risk, and liquidity risk, as defined below. The management of such risks involves various levels in the Entity and comprehends a number of policies and strategies. The Group's risk management focuses on the unpredictability of financial markets and seeks to mitigate potential adverse impacts on the Group's financial performance.

 

4.1Financial risk factors

 

This note explains the Group's exposure to financial risks and how these risks could affect the Group's future financial performance. Current year profit and loss information has been included where relevant to add further context.

 

The Group's risk management is predominantly controlled by a risk assessment department under process and controls approved by the management. The management provides written process and controls for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

 

(a)Credit risk

 

Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortized cost, at fair value through profit or loss (FVTPL), and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables.

 

(i) Risk management

 

As of December 31, 2025, and 2024 the expected credit losses are considered immaterial due to the short maturities of the deposits and the credit quality of the counterparties, which have investment-grade evaluated by credit agencies. The Entity has not suffered any losses from cash and cash equivalents since inception. Vinci Compass's treasury review expected credit losses on a regular basis.

 

(ii) Impairment of financial assets

 

The Group has the following types of financial assets that are subject to the expected credit loss model:

 

•     Accounts receivable.

 

•     Loans and receivables from employees and related parties, evaluated at amortized cost.

 

•     Advances to projects in progress.

 

F-25 

 

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the expected impairment loss was immaterial.

 

(b)Market risk

 

(i) Foreign exchange risk

 

At the reporting date, the carrying amount value of the Group’s financial assets and liabilities exposed to other currencies were as follows:

 

Balance sheet   12/31/2025   12/31/2024
         
Cash and cash equivalents   120,834   96,259
Financial instruments at fair value through profit or loss   214,142   102,626
Accounts receivable   40,674   171,744
Taxes recoverable   6,729   18,940
Other receivables   26,848   25,921
Current assets   409,227   415,490
         
Financial instruments at fair value through profit or loss   128,720   120,846
Intangible assets   16,915   -
Financial instruments at amortized cost   11,883   6,991
Other receivables   -   1,949
Investments accounted for using the equity method   61,592   55,081
Deferred taxes   14,988   10,313
Lease, property and equipment   66,802   89,130
Non-current assets   300,900   284,310
         
Trade payables   14,086   11,527
Leases   45,978   12,038
Accounts payable   997   6,402
Loans and obligations   35,459   7,200
Labor and social security obligations   59,167   69,235
Taxes and contributions payable   9,911   19,705
Current liabilities   165,598   126,107
         
Other payables   7   309
Loans and obligations   561,284   577,982
Lease   -   40,531
Labor and secutiry obligations   -   341
Related parties   4,894   -
Deferred taxes   9,884   496
Non-current liabilities   576,069   619,659
         
Net Equity exposed to other currencies (comprised as below)   (31,540)   (45,966)
         
Net Equity exposed to US Dollars   (118,585)   (260,868)
Net Equity exposed to Euros   2,194   2,096
Net Equity exposed to Pounds   1,995   15,445
Net Equity exposed to Chilean Pesos   43,522   120,484
Net Equity exposed to Uruguayan Pesos   (7,846)   1,239
Net Equity exposed to Colombian Pesos   5,161   13,352
Net Equity exposed to Argentine Pesos   (721)   12,706
Net Equity exposed to Mexican Pesos   15,677   11,366
Net Equity exposed to Peruvian Sols   27,063   38,214

 

In addition to the net assets presented in the table above, Vinci Compass Investments Ltd and Vinci Monalisa FIM Crédito Privado IE hold non-deliverable forwards contracts exposed do US Dollars in the amount of R$ 165,072 (US$ 30 million) as of December 31, 2025. Please see note 5(d)(ii) for more detail.

 

F-26 

 

The aggregate net foreign exchange gains/losses recognized in profit or loss were:

 

Net foreign exchange result   12/31/2025   12/31/2024   12/31/2023
             
Financial revenue                10,419   -                     742
Financial expense                        -                     (20,807)                   (775)
             
Net foreign exchange result, net                10,419                     (20,807)                     (33)

 

The Group operates internationally and is exposed to foreign exchange risk.

 

Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the functional currency of the Group.

 

(ii) Interest rate risk

 

The Group's profit or loss is sensitive to higher/lower interest income from cash equivalents and fixed income funds as a result of changes in interest rates.

 

(iii) Price risk

 

The Group's exposure to investment securities price risk arises from investments held by the group and classified in the balance sheet at fair value through profit or loss (note 5).

 

To manage its price risk arising from investments in investment securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group. Note 4(d) demonstrates the sensitivity analyses of impact for the assets held by the Group.

 

(c)Liquidity risk

 

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. At the end of the reporting period the Group held bank deposits and certificates of deposits of R$ 280,091 (12/31/2024 – R$ 223,302) that are expected to readily generate cash inflows for managing liquidity risk.

 

Net debt reconciliation

 

This section sets out an analysis of net debt and the movements in net debt for each of the years presented.

 

  12/31/2025 12/31/2024
Cash and cash equivalents             280,091      223,302
Financial instruments at fair value through profit or loss (i)          1,534,471   1,531,036
Financial instruments at amortized cost 6,141 6,991
Judicial deposits (ii) 43,999 -
Trade payables             (13,369)             (11,527)
Labor and social security obligations           (208,643)           (191,063)
Accounts payable             (38,107)             (38,667)
Lease liabilities           (160,184)           (119,455)
Convertible preferred shares           (513,765)           (577,982)
Commercial notes             (87,326)             (55,150)
Consideration payable               (6,029)             (10,542)
Banco Security             (10,153) (5,647)
Other obligations - 1,555
Provisions for contingencies (ii)             (44,446) -
Retirement plans liabilities           (508,416)           (374,813)
Net debt             274,264          374,928

 

F-27 

 

The contingent consideration and the redemption liability was not included in the net debt calculation. The contingent consideration and the redemption liability, subject to certain conditions, can be settled by shares held in treasury or shares to be issued by Vinci Compass.

 

(i)Comprised of liquid and illiquid investments. Liquid investments are current assets that are traded in an active market. Illiquid investments are comprised of assets that trade infrequently.

 

(ii)Judicial deposits and provisions for contingencies were included in the net debt reconciliation, as they are directly related to the same underlying legal proceedings and substantially offset each other, resulting in a immaterial net impact on reported net debt.

 

  Financial liabilities Other assets  
  Payables Loans and obligations Retirement
plans
Lease
liabilities
Cash and cash equivalents Financial instruments
at fair value through
profit or loss
Net debt as at            
December 31, 2023 (114,752) (617,092) (85,554) (72,812) 660,305 1,168,355
             
Cash flow and dividends provision (126,505) 112,315 (279,770) 29,406 (512,354)                        269,443
Fair value and monetary adjustments - (37,998) (9,489) - 31,955                          93,238
Addition and finance expenses accrual - (184,292) - (76,049) - -
Foreign exchange adjustments - (134,475) - - 43,396 -
December 31, 2024 (241,257) (861,542) (374,813) (119,455) 223,302 1,531,036
             
Cash flow and dividends provision (18,862) 75,779 (76,173) 27,578 47,952 (80,753)
Fair value and monetary adjustments - (2,951) (57,430)   13,039 84,188
Addition and finance expenses accrual - (247,431) - (68,307) - -
Foreign exchange adjustments - 69,513 - - (4,202) -
December 31, 2025 (260,119) (966,632) (508,416) (160,184) 280,091 1,534,471
               

 

Maturities of financial liabilities

 

Except for the retirement plans liabilities, the tables below analyze the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for significant financial liabilities.

 

Contractual maturities of
financial liabilities
at December 31, 2025
Less than 1 year Between 1 and 3 years Over 3 years Total Carrying amount
           
Trade payables (13,369) - - (13,369) (13,369)
Labor and social security obligations (199,422) (9,221) - (208,643) (208,643)
Lease liabilities (33,307) (68,344) (121,243) (222,894) (160,184)
Accounts payable (38,107) - - (38,107) (38,107)
Loans and obligations (93,862) (200,618) (1,073,934) (1,368,414) (966,632)
Total (378,067) (278,183) (1,195,177) (1,851,427) (1,403,095)

 

F-28 

 

Contractual maturities of
financial liabilities
at December 31, 2024
Less than 1 year Between 1 and 3 years Over 3 years Total Carrying amount
           
Trade payables (11,527) - - (11,527) (11,527)
Labor and social security obligations (182,071) (6,372) (2,620) (191,063) (191,063)
Lease liabilities (33,303) (40,669) (60,054) (134,025) (119,455)
Accounts payable (38,667) - - (38,667) (38,667)
Loans and obligations (72,303) (150,003) (1,065,615) (1,287,921) (861,542)
Total (337,871) (197,044) (1,128,289) (1,663,203) (1,222,254)

 

The amounts disclosed in the table below are the lease liabilities contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

 

          Total   Carrying amount
Contractual maturities of financial liabilities         contractual   non-current
At 31 December 2025   Brazil USA Others cash flows   liabilities
               
2027   (24,132) (5,954) (5,226) (35,311)   (30,496)
2028   (24,132) (4,867) (4,034) (33,032)   (25,872)
2029   (24,132) (4,768) (2,922) (31,822)   (22,546)
2030   (19,489) (4,759) (3,063) (27,311)   (18,250)
2031   (12,989) (4,875) (1,541) (19,404)   (12,178)
2032   (12,989) (5,036) - (18,024)   (10,029)
2033   (12,067) (855) - (12,922)   (5,183)
2034   (11,759) - - (11,759)   (2,323)
Total   (141,687) (31,114) (16,786) (189,587)   (126,877)

 

 

          Total   Carrying amount
Contractual maturities of financial liabilities         contractual   non-current
At 31 December 2024   Brazil USA Others cash flows   liabilities
               
2026   (11,903) (4,307) (5,359) (21,569)   (20,951)
2027   (10,580) (4,449) (4,068) (19,097)   (16,287)
2028   (10,580) (4,914) (1,995) (17,490)   (13,789)
2029   (10,580) (5,141) (1,517) (17,238)   (12,749)
2030   (6,172) (5,311) (1,666) (13,148)   (10,201)
2031   - (5,486) (62) (5,548)   (5,548)
2032   - (5,667) - (5,667)   (5,667)
2033   - (962) - (962)   (962)
Total   (49,815) (36,238) (14,668) (100,721)   (86,152)

 

(d)Sensitivity analysis

 

The Group monitors and evaluates the market risk related to its financial investments portfolio periodically to assess its volatility, through changes that can significantly impact its financial results. Considering a period of one day and the historical results over the past year, the following Value at Risk (VAR) parameters were used:

 

-0.57% (or R$ 9.2 million) of the financial investment portfolio for a confidence interval of 95% on December 31, 2025 (0.17% or R$ 2.4 million on December 31, 2024).

 

-0.90% (or R$ 14.6 million) of the financial investment portfolio for a confidence interval of 99% on December 31, 2025 (0.27% or R$ 3.8 million on December 31, 2024).

 

F-29 

 

Additionally, the Group evaluated the financial investment portfolio on December 31, 2025 and 2024, through stress scenarios according to the main risk factors related to its investments, as presented in the table below:

 

      Financial Impact (**)  
Risk Factor Variation in Stress Scenario (*) 12/31/2025 12/31/2024
Current inflation Inflation index -100bps 3.9 3.1
Exchange traded real estate funds Share prices -10% (13.3) (12.4)
Brazilian stock prices Share prices -10% (2.6) (4.4)
Fixed-rate offshore rates US yield curve -100bps (0.1) (53.0)
Foreign exchange rate Foreign exchange rates 10% (***) 5.1 (9.4)
Domestic base overnight rate Domestic base overnight rate -100bps (5.0) (4.2)
           

 

(*) bps - basis point (1bps = 0,01%) 

(**) In millions of Brazilian reais 

(***) Brazilian reais devaluation against US Dollars

 

An equal change in the opposite direction of the stress scenario would have affected the financial investment portfolio by a similar amount, on the basis that all other variables remain constant.

 

5Financial instruments

 

This note provides information about the group's financial instruments, including:

 

- an overview of all financial instruments held by the Group 

- specific information about each type of financial instrument 

- accounting policies 

- information about determining the fair value of the instruments, including judgements and estimation uncertainty involved.

 

The Group classifies its financial assets in the following measurement categories:

 

those measured at fair value or through profit or loss, and

 

those measured at amortized cost.

 

The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.

 

For assets measured at fair value, gains and losses will be recorded in profit or loss.

 

Recognition and derecognition

 

Regular way purchases and sales of financial assets are recognized on trade date, being the date on which the group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

 

Measurement

 

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

 

F-30 

 

The Group holds the following financial instruments:

 

Financial assets   Section   12/31/2025   12/31/2024
             
Accounts receivable   (a)        232,224        243,852
Other financial assets at amortized cost   (b)          45,300   44,342
Cash and cash equivalents   (c)        280,091        223,302
Financial assets at fair value through profit or loss (FVPL)   (d)     1,686,086     1,671,860
          2,243,701     2,183,356
             
Financial liabilities            
             
Liabilities at amortized cost   (e)        260,119        241,257
Lease liabilities   (e)        160,184        119,455
Loans and obligations   (e)        966,632        861,542
Retirement plans liabilities   (e)        508,416   374,813
          1,895,351     1,597,067

 

The Group's exposure to risks associated with the financial instruments is discussed in Note 4. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.

 

a)Accounts receivable

 

Current assets     12/31/2025   12/31/2024
Accounts receivable from contracts with customers          215,338        228,583
Loss allowance                (632)              (632)
           
Non-current assets          
Accounts receivable from contracts with customers            17,518          15,901
           232,224        243,852

 

Accounts receivables are recognized initially at the amount of consideration that is unconditional and are not submitted to any financial components. They are subsequently measured at amortized cost, less loss allowance.

 

Current accounts receivable are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore classified as current in their entirety. Due to the short-term nature of the current receivables, their carrying amount is the same as their fair value.

 

Non-current accounts receivable comprised by long-term advisory fees related to Real Estate projects, administration fees contingent upon the realization of invested fund assets and unrealized performance fee. Unrealized performance fees are recognized when the management, with accumulated experience, estimates that it is highly probable that a significant reversal will not occur. Vinci Compass expects the unrealized performance fees will be received during 2026. However, since its realization is subject to uncertainty, the balance is presented as a non-current receivable.

 

Monthly, the Entity evaluates the revenues and receipts for each customer (Funds). Additionally, on quarterly basis Vinci Compass analyzes the outstanding balances to calculate expected credit losses and the exposure to credit risk from receivables are reviewed. Accounts receivable allowance for expected credit losses are presented in general and administrative expense.

 

The loss allowances for accounts receivable as of December 31, 2025 and 2024 reconcile to the opening loss allowances as follows:

 

      12/31/2025   12/31/2024
Opening loss allowance on January 1     (632)   (150)  
Loss allowance assumed as a result of business combination     -   (491)
Decrease in accounts receivable allowance recognized in profit or loss     -   9
Closing loss allowance on December 31     (632)   (632)

 

F-31 

 

Accounts receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a repayment plan with the group, and a failure to make contractual payments. The Entity has not written any number of accounts receivable during 2025 and 2024. Subsequent recoveries of amounts previously written off are credited against the same line item.

 

b)Other financial assets at amortized cost

 

Financial assets at amortized cost refer to the following debt instruments:

 

      12/31/2025   12/31/2024
           
Employees loans (Note 7 (iii))     17,093   15,100
Receivable from employees (Note 7 (i))     28,207   29,242
Advances to projects in progress (Note 7 (iv))     26,743   14,314
      72,043   58,656

 

These amounts generally arise from transactions outside the usual operating activities of the group. Interest may be charged at financial rates and collateral is not normally obtained.

 

All the financial assets at amortized cost are denominated in Brazilian currency units. As a result, there is no exposure to foreign currency risk. There is also no exposure to price risk as the investments will be held to maturity.

 

See note 6 for more details.

 

c)Cash and cash equivalents

 

      12/31/2025   12/31/2024
           
Cash and bank deposits          121,498          99,156
Financial instruments at fair value through profit or loss (i)          153,729        120,492
Financial instruments at amortized cost (ii)              4,864            3,654
           280,091        223,302

 

For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand, bank deposits held at financial institutions and highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

 

(i) Comprises certificates of deposits issued by Banco Bradesco (credit rating AAA evaluated by Fitch Ratings) with an interest rate of 100% of CDI (interbank deposit rate). The certificates are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

 

(ii)Comprised of US Treasury Bills.

 

d)Financial assets at fair value through profit or loss

 

The group classifies the following financial assets at fair value through profit or loss (FVPL):

 

-Mutual funds;

 

-Private markets funds;

 

-Real Estate Investments;

 

-Derivatives financial instruments;

 

-Listed equity securities.

 

F-32 

 

Financial assets measured at FVPL include the following categories:

 

      12/31/2025   12/31/2024
           
Current assets              1,534,471   1,531,036
Mutual funds (i)              1,523,998   1,519,524
Derivative financial assets (ii)                   10,219   5,647
Real Estate Investments (iv)     -   2,923
Listed equity securities                        116   2,836
Other financial assets                        138   106
           
Non-current assets                 151,615   140,824
Mutual funds                   19,958   9,919
Private markets funds (iii)                   29,294   30,189
Real Estate Investments (iv)                 100,773   99,341
Other financial assets                     1,590   1,375

 

The following table demonstrates the funds invested included in each category mentioned above.

 

(i) Mutual funds          
      12/31/2025   12/31/2024
           
Current assets                 1,523,998   1,519,524
Vinci Monalisa FIM Crédito Privado IE (2)                    888,630   1,025,462
Vinci Multiestratégia FIM                           409   1,038
Vinci Special Opportunities Fund Master SP                      15,381   -
Compass Lapco Fondo De Inversion Serie B                        5,967   -
Vinci Institucional FI RF Referenciado DI                              -     3,028
Vinci Income Fund Ltd                      28,842   31,150
Vinci Argentina Opportunity Fund II                              -     17,120
Vinci Compass Brazil Equity Fund Class I                      10,736   -
Latin America Equity Fund Class I                      11,081   -
Vinci Reservas Técnicas FI RF DI                      16,058   16,392
Retirement services investment funds (1)                    508,420   374,813
FI Vinci Renda Fixa CP                      11,591   7,676
Fondo Mutuo Compass Liquidez                        7,104   14,862
Pershing Money Market                        5,255   -
LV Money Market USD                        6,262   5,592
Other mutual funds                        8,262   10,044
           
Non-current assets                      19,958          9,919
Compass - Fondo de Inversión Adelanto de Efectivo                      12,353   -
Other mutual funds                        7,605   9,919

 

(1) These funds refer to the financial products as part of the Company's retirement plans services. See Note 16 for further information.

 

(2) Vinci Monalisa FIM Crédito Privado IE (“Vinci Monalisa”) is a mutual fund incorporated in Brazil and wholly owned by the Company. Vinci Monalisa’s balances are the following:

 

    12/31/2025   12/31/2024
Net Asset Value                  888,630   1,025,462
Real estate funds                  238,492   214,428
Mutual funds                  210,390   460,892
Private equity funds                  400,479   274,699
Other assets/liabilities                    39,269   75,443

 

Vinci Monalisa’s portfolio is comprised of liquid and illiquid investee funds with different redemption criteria. Over 40% of its investments are liquid and may be redeemed and 60% are non-redeemable investments. The following tables demonstrate the funds invested by Vinci Monalisa:

 

F-33 

 

Mutual funds

 

Vinci Monalisa holds investments in several mutual funds to seek profitability through investments in various classes of financial assets such as fixed income assets, Brazilian government bonds, public equities, derivatives financial instruments, investment funds and other short-term liquid securities. As December 31, 2025 and 2024, Vinci Monalisa holds R$ 210,390 and R$ 460,892 of investments in mutual funds, respectively, which are distributed in the following classification:

 

      12/31/2025   12/31/2024
Mutual Funds’ classification          
Interest and foreign exchange (a)     73.11%   81.72%
Foreign investments (b)     2.64%   7.19%
Macro (c)     0.00%   4.92%
Specific strategy (d)     24.25%   6.17%
      100.00%   100.00%

 

(a)Funds that seek long-term returns via investments in fixed-income assets, admitting strategies that imply interest risk, price index risk and foreign currency risk.

(b)Funds that invest in financial assets abroad in a portion greater than 40% of their net asset values.

(c)Funds that operate in various asset classes (fixed income, variable income, foreign exchange, etc.), with investment strategies based on medium and long-term macroeconomic scenarios.

(d)Funds that adopt an investment strategy that involves specific risks, such as commodities, futures of index, etc.

 

Real Estate funds          
      12/31/2025   12/31/2024
           
Vinci Fulwood DL FII (a)     82,731   71,884
Vinci Credit Securities FII (b)     61,710   56,706
Vinci Imóveis Urbanos FII (c)     41,626   40,077
Vinci Offices FII (d)     23,304   22,624
Other real estate funds (e)     29,121   23,137
      238,492   214,428

 

     (a) The fund’s strategy is to provide its shareholders with profitability resulting from the sale of properties, as well as the eventual commercial exploitation of properties. The Fund may carry out renovations or improvements to properties with the aim of enhancing the returns arising from their commercial exploitation or eventual commercialization. 

     (b) The fund invests in real estate receivable certificates, bonds and other real estate assets; 

     (c) The fund’s investment strategy is to acquire properties in the retail, general markets, health and education sectors located in large urban centers that, in the Manager's view, generate long-term value; 

     (d) The fund invests in controlling corporate buildings, mostly leased, which, in the Manager's view, generate value for the properties. 

     (e) Comprised of funds that allocate their capital in diversified portfolios of shares of real estate funds, real estate receivable certificates, bonds, securities and other real estate assets.

 

Private equity funds          
      12/31/2025   12/31/2024
           
VCP IV Master FIP B (a)     156,450   67,248
Vinci Crédito Infra Institucional Fundo Incentivado – Infraestrutura (b)     80,786   60,068
Vinci Infra Água e Saneamento Strategy FIP – Infraestrutura (c)     58,121   56,160
Vinci Strategic Partners I FIP – Classe A (d)     28,353   20,201
Vinci Infraestrutura Transporte e Logística FIP     17,171   17,626
Lacan Florestal III Feeder FIP Multiestratégia (e)     14,407   13,297
Vinci Impacto Ret IV FIP Multiestratégia     9,674   6,343
Vinci Strategic Partners I FIP – Classe B (d)     7,606   5,598
Lacan Florestal II - FIP Multiestratégia (e)     5,607   5,444
Lacan Florestal IV Feeder FIP Multiestratégia - IS (e)     4,515   1,763
Vinci Infra Coinvestimento I FIP - Infraestrutura     918   7,608
Other funds     16,871   13,343
Total private equity funds     400,479   274,699

 

F-34 

 

(a) VCP IV is being established with the intention to continue the Group’s investment strategy of pursuing opportunistic private equity and equity-like investments in Brazil. Fund will maintain the Group’s opportunistic approach that provides flexibility to invest in four different sub-strategies: (i) Growth Equity, (ii) Buyout, (iii) Minority Growth and (iv) Turnaround, with a higher focus on the Growth and Buyout strategies.

 

(b) The Fund aims to increase the value of its shares through the subscription or acquisition, on the primary or secondary market, predominantly of debentures issued by privately held companies, for the purpose of raising funds to implement projects relating to the implementation, expansion, maintenance, adaptation, or modernization of infrastructure projects.

 

(c) The Fund's investment policy is the acquisition of shares, subscription bonuses, debentures convertible or not into shares, or other securities, convertible or exchangeable into shares issued by companies, publicly or privately held in the water sector and basic sanitation.

 

(d) The purpose of the funds is to obtain capital gains through investment in assets in Brazil, such as shares in Brazilian private equity funds; and shares, subscription bonuses, simple and convertible debentures, other securities and bonds convertible or exchangeable into shares, provided that the debentures and other securities and bonds are admitted under the terms of the specific regulations applicable to RPPS and EFPC.

 

(e) The Funds’ objective is to manage and administer planted forests to supply eucalyptus wood, pine wood and other species for the purpose of generating energy in power plants, extracting wood from planted forests and managing administrative and sales activities.

 

ii) Derivative financial assets

 

2025   Notional Amount of Contract with
Final Expiration Date in
  Fair value
Derivative financial instruments Currency Up to 3 months Between
3 months and
1 year
  Asset   Liability
Purchase Forward USD x CHL 1,841 4   (3,907)   (14,059)
Sales Forward CHL x USD (1,841) (4)   14,059   3,907
Purchase Forward USD x BRL 30,000 -   67   -
Total   30,000 -   10,219   (10,152)

 

 

2024   Notional Amount of Contract with
Final Expiration Date in
  Fair value
Derivative financial instruments Currency Up to 3 months Between
3 months and
1 year
  Asset   Liability
Purchase Forward USD x CHL 1,066,690 1,980,490   12,264   6,617
Sales Forward CHL x USD (1,066,690) (1,980,490)   (6,617)   (12,264)
Total   - -   5,647   (5,647)

 

Derivatives are only used for economic hedging purposes and not as speculative investments. They are presented as current assets or liabilities to the extent that they are expected to be settled 12 months after the end of the reporting period.

 

F-35 

 

(iii) Private markets        
    12/31/2025   12/31/2024
         
Vinci Capital Partners III Feeder FIP Multiestratégia            5,075            4,236
Nordeste III FIP Multiestratégia            1,703            3,400
Fundo Garantidor de Infraestrutura – FGIE – Class A            3,704            3,272
Fundo Garantidor de Infraestrutura – FGIE – Class B          14,900          13,151
Compass Global Investments III            1,788   3,152
Compass Global Investments II            1,469   1,975
Compass Private Equity VII FI               655   1,003
Total Private markets funds          29,294   30,189

 

 

(iv) Real Estate Investments        
    12/31/2025   12/31/2024
         
Current assets   -   2,923
Compass Desarrollo Inmobiliario (ROU)   -   2,923
         
Non-current assets        100,773   99,341
Vinci US RE Corporation (a)          64,482   67,313
CCLA Capital          18,106   14,471
Compass Desarrollo Inmobiliario            9,002   8,237
CCLA Desarrollo y Renta IMU            4,622   4,434
Compass Desarrollo y Rentas            3,114   3,319
Other Real Estate investments            1,447   1,567
         
Total Real Estate Investments        100,773   102,264

 

(a)Vinci Compass invests in several properties through its subsidiary Vinci US RE Corporation. The investments are intended to develop real estate properties in New York for capital appreciation through income or sale of the respective properties

 

During the year, the following gains were recognized in profit or loss:

 

    12/31/2025 12/31/2024 12/31/2023
Fair value gains on investments at FVPL recognized in finance income   128,371 64,322 110,363

 

e)Financial liabilities

  

    12/31/2025   12/31/2024
         
Current              378,061                    310,788
Trade payables                13,369                        11,527
Labor and social security obligations (Note 13)              199,422                      182,071
Loans and obligations (Note 15)                93,862                        45,220
Lease liabilities                33,307                        33,303
Accounts payable (Note 12)                38,101                        38,667
         
Non-current           1,533,450   1,286,279
Accounts payable (Note 12)                         6   -
Lease liabilities              126,877   86,152
Labor and social security obligations (Note 13)                  9,221   8,992
Loans and obligations (Note 15)              888,930   816,322
Retirement plans liabilities (Note 16)              508,416   374,813
            1,911,511   1,597,067

 

F-36 

 

Fair value hierarchy

 

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value through profit or loss in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.

 

    On December 31, 2025
Recurring fair value measurements   Level 1   Level 2   Level 3   Total
Financial Assets                
Listed equity securities   1,706   -   -   1,706
Other financial assets       138       138
Certificate Deposits   -   153,729   -   153,729
Mutual funds   -   1,543,956   -   1,543,956
Derivative financial assets   -   10,219   -   10,219
Private equity funds   -   -   29,294   29,294
Real Estate Investments   -   -   100,773   100,773
Total Financial Assets   1,706   1,708,042   130,067   1,839,815
               
    On December 31, 2024
Recurring fair value measurements   Level 1   Level 2   Level 3   Total
Financial Assets                
Listed equity securities   4,211   -   -                     4,211
Other financial assets   -   106   -                        106
Certificate Deposits   -   120,492   -                 120,492
Mutual funds   -   1,529,443   -              1,529,443
Derivative financial assets   -   5,647   -                     5,647
Private equity funds   -                  -            30,189                   30,189
Real Estate Investments   -                  -          102,264                 102,264
Total Financial Assets   4,211     1,655,688        132,453            1,792,352

 

Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

 

Level 2: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

 

Vinci Monalisa is a financial instrument classified as level 2. Its portfolio is comprised of items that could be classified as level 1, level 2 and level 3, in the amount of R$ 178,238, R$ 209,998 and R$ 507,196, respectively (2024: R$ 118,089, R$ 537,653 and R$ 369,720, respectively).

 

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This category comprises all financial instruments whose valuation techniques rely on inputs that are not observable in the market, when such inputs have a significant effect on the determination of their fair values. It includes financial instruments measured based on quoted prices of similar instruments that, however, require adjustments and assumptions to ensure that their fair values appropriately reflect the differences between them. This is the case for unlisted equity securities.

 

F-37 

 

Valuation inputs and relationships to fair value

 

The following table summarizes the quantitative information about the significant unobservable input used in level 3 fair value measurements:

 

  Fair value at   Valuation Technique   Unobservable inputs
Description 12/31/2025 12/31/2024    
Vinci US RE Corporation        64,482        67,313   Discounted cash flow   Discount rate
CCLA Capital        18,106        14,471   NAV Valuation   NAV
Fundo Garantidor de
Infraestrutura – FGIE – Class B
       14,900        13,151   NAV Valuation   NAV
Others        32,579        37,518   NAV Valuation   NAV

 

Valuation techniques used to determine fair values

 

Specific valuation techniques used to value financial instruments include:

 

- the use of quoted market prices

 

- for level 3 financial instruments – discounted cash flow analysis.

 

All non-listed assets fair value estimates are included in level 2, except for private equity funds and real estate investments, where the fair values have been determined based on fair value appraisals for fund's investments, performed by the fund's management or a third party hired by the Fund’s Administrator. The most part of the level 3 financial instruments evaluation uses discount cash flows techniques to evaluate the fair value of the Fund's investments. The appraisals performed by a third party are reviewed by Vinci Compass or its subsidiaries (fund's management).

 

Fair value measurements using significant unobservable inputs (level 3)

 

The following table presents the changes in level 3 items for the year ended December 31, 2025 and December 31, 2024:

 

  Fair Value
Closing balance January 1, 2024              7,146
Capital deployment 61,531
Sales and distributions (163)
Transfer from level 2 to level 3 41,080
Gain recognized in finance income 22,859
Closing balance December 31, 2024 132,453
Capital deployment 3,082
Sales and distributions (3,833)
Loss recognized in finance income (1,635)
Closing balance December 31, 2025 130,067

 

F-38 

 

Vinci Partners Investments Ltd.
 
Notes to the consolidated financial statements
Years ended December 31
All amounts in thousands of Brazilian Reais, unless otherwise stated
 

 

6Financial instruments at amortized cost

 

      12/31/2025   12/31/2024
           
Certificate of deposit     3,054   3,232
Guarantee deposits     3,087   3,759
           
      6,141   6,991

 

F-39 

 

7Other assets

 

      12/31/2025   12/31/2024
           
Receivables from employees (i)     28,207   29,242
Related parties’ receivables (ii)     14,864   23,297
Employees loans (iii)     17,093   15,100
Advances to projects in progress (iv)     26,743   14,314
Restricted deposit (v)     6,152   -
Finix Transaction Receivable (vi)     5,365   12,075
Prepaid expenses     5,887   5,392
Guarantee deposits     1,346   1,096
Sundry advances     314   333
Sublease receivables     -   232
Others     2,512   3,660
           
      108,483   104,741
           
Current     70,168   55,273
Non-current     38,315   49,468
           
      108,483   104,741
(i)See Note 22 (d) for more details.

 

(ii)Refers to an intercompany transaction. See Note 22 (b) for more details.

 

(iii)Refers to amount’s receivable from employees.

 

(iv)Refers to costs incurred by projects related to funds administered by Vinci Compass, that are initially paid by the Group and subsequently reimbursed. The growth is mainly related to new financial products launched by the Group in the 2nd semester of 2025, which increased the costs incurred by Vinci Compass with the initial costs of the Funds.

 

(v)Refers to a restricted deposit maintained by CG Compass (USA) LLC to meet legal and contractual obligations.

 

(vi)The amount is related to the sale of Fingroup shares, which occurred on October 14, 2024. Before the business combination, Compass held 50% ownership interest in Fingroup, sold before the closing date of the business combination. The outstanding receivable comprises the last installment of the transaction, to be paid on April 30, 2026.

 

F-40 

 

8Investments

 

(a)       Business Combination

 

Details of the estimated purchase consideration, the net assets acquired, goodwill and other intangible assets are as follows:

 

    Compass MAV Lacan Verde
           
Cash paid   201,372 5,000 70,000 32,413
Shares issued (Class A Shares)   692,156 - - 141,806
Consideration payable   - 10,000 - -
Contingent consideration   74,903 18,010 33,468 42,980
Total purchase consideration   968,431 33,010 103,468 217,199
           
Non-controlling interest   - - - 73,372
           
Purchase consideration and non-controlling interest   968,431 33,010 103,468 290,571

 

The assets and liabilities recognized as a result of the acquisition are as follows:

 

    Compass MAV Lacan Verde
Cash and cash equivalents 51,032 285 1,987 43,780
Other assets and liabilities 301,948 (221) (1,497) (29,756)
Management contracts and customers relationship 324,361 5,760 26,539 104,523
Brands 77,763 - - 25,712
  755,104 5,824 28,150 144,259
         
Goodwill (a)  213,327 27,186 76,439 146,312
Net assets acquired 968,431 33,010 103,468 290,571

 

(a)The goodwill includes all business combinations made by the entity, not just those described.

 

The impact on consolidated information of the acquisition of 2025 is as follows:

 

Impact on consolidated information from the acquisition date       Verde
Net revenue from services rendered       15,658
General and administrative expenses       (6,065)
Finance income/(expense), net       695
Income taxes       (4,269)
Profit or loss       6,020
         
Attributable to the shareholders of the parent company       3,025
Attributable to non-controlling interests       2,995

 

F-41 

 

Impact on consolidated information if the business combination were to occur on January 1, 2025       Verde
Net revenue from services rendered       184,235
General and administrative expenses       (114,788)
Finance income/(expense), net       8,317
Income taxes       (29,921)
Profit or loss       47,843
         
Attributable to the shareholders of the parent company       23,926
Attributable to non-controlling interests       23,917

 

(i)Compass Business Combination

 

On March 07, 2024, the Entity announced an agreement for a business combination with Compass. On October 29, 2024, the transaction was completed, creating a full-service Latin American alternative asset manager with more than US$50 billion in assets under management, across different segments. Founded in 1995, Compass is a leading independent asset manager and investment advisory firm in Latin America, currently present in seven countries in Latin America, the United States and United Kingdom.

 

The transaction had a total upfront consideration of 11,783,384 shares of VINP Class A common stock, and a cash consideration of US$35,2 million. Under the agreement, Compass partners are entitled to an earn-out of up to an additional 7.5% stake in the combined entity, subject to the achievement of pre-determined metrics, to be paid in VINP Class A common stock.

 

Goodwill is recognized when the price paid in an acquisition exceeds the fair value of the identifiable net assets of the acquired company. This premium reflects expectations of future benefits that cannot be directly attributed to identifiable assets or liabilities. Below are examples of qualitative factors that comprise goodwill:

 

(a)Expected Operational Synergies:

 

-Footprint expansion in Latam;

 

-Business complementary and;

 

-Shared long-term vision.

 

(b)Intangible assets that do not qualify for separate recognition:

 

Reputation: value of the acquired Compass' market recognition, and customer loyalty, which do not meet the criteria for recognition as a separate intangible asset.

 

Know-how and Expertise: Technical knowledge, internal processes, or specific workforce capabilities that cannot be separately measured.

 

(ii)MAV Business Combination

 

On April 25, 2024, Vinci Compass announced an agreement for a combination with MAV Capital Gestora de Recursos Ltda. (“MAV” or “MAV Capital”). The transaction was closed on June 28, 2024, and had a total cash consideration of R$5,000 and an obligation of R$10,000 segregated in two payments in each deal anniversary until 2026, respectively. The transaction increased Vinci Compass’ participation in agribusiness, improving a segment that is rising. At the closing date, MAV had R$ 540 million assets under management in credit sector.

 

F-42 

 

Goodwill is recognized when the price paid in an acquisition exceeds the fair value of the identifiable net assets of the acquired company. This premium reflects expectations of future benefits that cannot be directly attributed to identifiable assets or liabilities. Below are examples of qualitative factors that comprise goodwill:

 

(a)Expected Operational Synergies:

 

-Agribusiness focused asset manager;

 

-Enhances Vinci’s credit segment offering;

 

-More than 35 in-house structured credit operations across several sectors with special focus to Agribusiness.

 

During the second quarter of 2025, the Group evaluated the management contracts and customers relationship of MAV’s business combination. The amount of $ 2,515 was classified as Goodwill to Management contracts and customers  relationship.

 

(iii)Lacan Ativos Reais Business Combination

 

On November 4, 2024, Vinci Compass announced an agreement for a combination with Lacan Administração de Bens e Participações Ltda. (“Lacan”). The transaction increased Vinci Compass participation in the forestry area investments, improving a ESG agenda segment that is raising in a short period of time. At the closing date, Lacan had R$ 1.5 billion assets under management in private markets sector.

 

Goodwill is recognized when the price paid in an acquisition exceeds the fair value of the identifiable net assets of the acquired company. This premium reflects expectations of future benefits that cannot be directly attributed to identifiable assets or liabilities. Below are examples of qualitative factors that comprise goodwill:

 

(a)Expected Operational Synergies:

 

-Timberland investment management organization;

 

-Forestry vertical to complement Vinci Compass’s Real Asset segment;

 

-Strong relationships with Brazilian and European institutional investors;

 

-Long-term AUM with 15+ year funds.

 

During the fourth quarter of 2025, the Group evaluated the management contracts and customers relationship of Lacan’s business combination. The amount of $ 1,121 was classified as Management contracts and customers relationship to Goodwill.

 

(iv)Verde Business Combination

 

On October 6, 2025, Vinci Compass announced an agreement for a combination with Verde Asset Management (“Verde”). The transaction was also closed on December 1, 2025, and had a total cash consideration of R$32,413. The transaction adds immediate scale and improves AUM mix by contributing R$16 billion in AUM. Verde's capabilities enhance our multi-strategy and pension plans strategies within Global IP&S, Credit and Equities, reinforcing earnings quality and deepening the share of discretionary mandates. Vinci Compass also broadens its product shelf across high-net-worth individuals and intermediaries while strengthening solutions for institutional clients, leveraging complementary strategies and track records that expand client choice and the relevance of our open-architecture solutions.

 

In the first phase, Vinci Compass acquired 50.1% of Verde, with total estimated consideration composed of 3.1 million new Class A common shares and R$46.8 million in cash. Payment will be set in two instalments, first at Closing, fixed at 2,177,439 new Class A common shares and R$32,412 million in cash, and the second after two years, estimated at 0.9 million new Class A common shares and R$14,400 million in cash, contingent on revenue targets and other customary conditions.

 

F-43 

 

The second phase was structured as an earnout, to be paid after five years of Closing, in each Vinci Compass will acquire the remaining 49.9% of Verde, with a consideration payable in new Class A common shares and/or cash at Vinci Compass' discretion. As Vinci Compass has a contractual obligation to acquire the remaining interest held by non-controlling shareholders at the end of the five-year period, such obligation is recognized as a redemption liability, with a corresponding adjustment recorded in the equity attributable to the parent. Subsequent remeasurements of this obligation are recognized directly in equity, as they represent transactions with non-controlling shareholders. During the five-year period preceding the settlement of the contractual obligation to acquire the remaining non-controlling interest, the non-controlling shareholders retain the economic rights associated with their ownership interest, including the right to participate in the results of the entity. Accordingly, until the completion of the acquisition, such interest continues to be presented as attributable to non-controlling interests for purposes of profit or loss allocation, notwithstanding the recognition of a redemption liability.

 

Goodwill is recognized when the price paid in an acquisition exceeds the fair value of the identifiable net assets of the acquired company. This premium reflects expectations of future benefits that cannot be directly attributed to identifiable assets or liabilities. Below are examples of qualitative factors that comprise goodwill:

 

(a)Expected Operational Synergies:

 

-Hedge Funds investment management organization;

 

-Strong relationships with Brazilian and foreign institutional investors.

 

Verde business combinations are still under its measurement period. During this period, additional assets or liabilities can be recognized if new information is obtained about facts and circumstances that existed as of the acquisition date. The measurement period ends as soon as Vinci Compass receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable. However, the measurement period shall not exceed one year from the acquisition date.

 

(b)       Investments accounted for using the equity method

 

As of December 31, 2025, the details of investments in associates and joint ventures is as follows:

 

Affiliate Country Ownership Nature of
relationship
Equity Share of profit
(loss) (***)
           

CCLA Holdings Development and Property 

Management SL (“CCLA Holdings”) (*) 

Spain 50% Joint venture 52,948 (9,610)
           
CCLA SMA I Operator, Ltd (*) Cayman 50% Joint venture 1,705 7,564
           
Mexican associates’ entities (**) Mexico (**) Associate 10,240 979
Real Estate Manual Montt Rentas SpA Chile 7,5% Associate 902 -
        65,796 (1,067)

 

(*) Joint Venture relationships with CIM Group. There is no control over these investments. 

(**) Investments in Mexican associates comprise regulatory investment required to Compass Investment de México S.A. de C.V. Mexican associates do not have control over these investments. The ownership of these associates may vary from 0.04% to 1.89%. 

(***) Comprise group’s share of the post-acquisition profits or losses of the investees.

 

F-44 

 

As of 31 December 2025, movements in investment in joint ventures and associates are as follows:

 

    CCLA
Holdings
  Mexican
associates
  CCLA
Operator
  Real Estate Manual Montt Rentas SpA   Total
                     
Investments recognized as a result of business combination   32,604   7,943   -   -   40,547
Capital increase   13,140   -   -   -   13,140
Equity gain (loss)   (1,652)   152   -   -   (1,500)
Foreign exchange variation   2,356   538   -   -   2,894
                     
Closing balance of investment on December 31, 2024   46,448   8,633   -   -   55,081
                     
Capital increase   16,901   -   -   843   17,744
Dividends Distributed   -   -   (3,415)   -   (3,415)
Equity gain (loss)   (9,610)   988   7,564   -   (1,067)
Foreign exchange variation   (791)   619   (2,444)   60   (2,547)
                     
Closing balance of investment on December 31, 2025   52,948   10,240   1,705   903   65,796
                     

 

Summarized financial information for material associates and joint ventures:

 

The tables below provide summarized financial information for those joint ventures and associates that are material to

 

the Group. The information disclosed reflects the amounts presented in the financial statements of the relevant associates and joint ventures and not Vinci Compass share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments and modifications for differences in accounting policy.

 

    CCLA Holdings
    December 31,
2025
  December 31,
2024
         
Current assets   63,297   89,175
Non-current assets   84,715   55,502
Current liabilities   (23,319)   (51,780)
Non-current liabilities   (18,796)   -
         
Net assets   105,896   92,897
         
Ownership interest   50%   50%
         
Investments by equity method   52,948   46,448

 

F-45 

 

Vinci Partners Investments Ltd.
 
Notes to the consolidated financial statements
Years ended December 31
All amounts in thousands of Brazilian Reais, unless otherwise stated
 

 

(c)        Non-controlling interests (NCI)

 

Set out below is summarized financial information for each subsidiary that has non-controlling interests. The amounts disclosed for each subsidiary are before inter-company eliminations.

 

    Vinci Asset Allocation   Vinci Holding Securitária   HLS Empreendimentos e Participações S.A.   Total
    12/31/2025   12/31/2024   12/31/2025   12/31/2024   12/31/2025   12/31/2024   12/31/2025   12/31/2024
Summarized Balance Sheet                                  
                                   
Current assets   368   466   524,846   392,026   69,854   -   595,068   392,492
Current liabilities   (652)   (777)        (2,843)   (3,447)   (68,618)   -   (72,113)   (4,224)
Current net assets   (284)   (311)   522,003   388,579   1,236       522,956   388,268
                                 
Non-current assets   571   601   28,862   21,393   193,213   -   222,646   21,994
Non-current liabilities   (3,350)   (2,750)   (559,624)   (408,305)   (44,171)   -   (607,145)   (411,055)
Non-current net assets   (2,779)   (2,149)   (530,762)   (386,912)   149,042   -   (384,499)   (389,061)
                                 
Net assets   (3,063)   (2,460)   (8,759)   1,667   150,278   -   138,456   (793)
                                 
Accumulated NCI   (766)   (615)   (879)   250   76,367   -   74,722   (365)
                                 
                                 
Summarized statement   Vinci Asset Allocation   Vinci Holding Securitária   HLS Empreendimentos e Participações S.A.   Total
of comprehensive income   12/31/2025   12/31/2024   12/31/2025   12/31/2024   12/31/2025   12/31/2024   12/31/2025   12/31/2024
                                 
Revenue   733   429   601   380   15,658   -   16,992   809
                                 
Profit for the period   (602)   (1,036)   (20,426)   (13,135)   6,020   -   (15,008)   (14,171)
                                 
Total comprehensive income   (602)   (1,036)   (20,426)   (13,135)   6,020   -   (15,008)   (14,171)
                                 
Profit/(loss) allocated to NCI   (151)   (259)   (1,129)   (1,970)   2,995   -   1,715   (2,229)

 

F-46 

 

Vinci Partners Investments Ltd.
 
Notes to the consolidated financial statements
Years ended December 31
All amounts in thousands of Brazilian Reais, unless otherwise stated
 

 

9Property and equipment

 

                          12/31/2025  
  Buildings   Furniture and fittings   Improvements in properties of third parties   Computers and peripherals - improvements   Equipment and machinery   Work of arts and others   Total  

Cost

 

                           
At January 1, 2025 27,889   10,534   70,951   6,243   8,790   676   125,083  
Assets recognized as a result of business combination -   557   988   -   124   139   1,808  
      Acquisitions, net of disposals -   577   16,799   2,201   839   3,610   24,026  
-       Write-off of fully depreciated items     (2,394)   (13,817)   (648)   (614)   (261)   (17,734)  
       Foreign Exchange variations of property and equipment abroad -   -   (2,630)   -   (798)   487   (2,941)
                             
At December 31, 2025 27,889   9,274   72,292   7,795   8,341   4,651   130,242  
                             

Accumulated depreciation

 

                           
        At January 1, 2025 (93)   (5,500)   (50,810)   (1,799)   (7,738)   (11)   (65,951)  
    Depreciation (558)   (1,244)   (5,300)   (1,874)   (381)   (180)   (9,539)  
    Write-off of fully depreciated items     2,263   12,936   176   614   -   15,989  
Foreign Exchange variations of property and equipment abroad         2,095   790   469       3,841  
                             
At December 31, 2025 (651)   (4,482)   (41,079)   (2,707)   (7,038)   (191)   (56,147)  
                             
Net book value                            
At January 1, 2025 27,796   5,035   20,141   4,444   1,052   664   59,132  
                             
At December 31, 2025 27,238   4,792   31,213   5,088   1,303   4,460   74,095  
                             
Annual depreciation rate - % 2   From 5 to 10   From 10 to 20   20   From 5 to10   -   -  

 

F-47 

 

                          12/31/2024  
  Buildings   Furniture and fittings   Improvements in properties of third parties   Computers and peripherals - improvements   Equipment and machinery   Work of arts and others   Total  
                             

Cost

 

                           
At January 1, 2024 -   12,858   48,963   7,634   10,325   791   80,571  
Assets recognized as a result of business combination 27,889   1,985   16,453   2,378   211   160   49,076  
      Acquisitions, net of disposals -   346   523   1,277   185   (275)   2,056  
-       Write-off of fully depreciated items -   (4,655)   (138)   (5,046)   (3,415)       (13,253)  
       Foreign Exchange variations of property and equipment abroad -   -   5,150   -   1,484   -   6,634
                             
At December 31, 2024 27,889   10,534   70,951   6,243   8,790   676   125,083  
                             

Accumulated depreciation

 

                           
        At January 1, 2024 -   (9,303)   (43,205)   (6,128)   (9,344)   -   (67,980)  
    Depreciation (93)   (937)   (3,414)   (702)   (379)   -   (5,525)  
    Write-off of fully depreciated items -   4,608   138   5,046   3,415   -   13,207  
Foreign Exchange variations of property and equipment abroad -   132   (4,329)   (15)   (1,430)   (11)   (5,653)  
                             
At December 31, 2024 (93)   (5,500)   (50,810)   (1,799)   (7,738)   (11)   (65,951)  
                             
Net book value                            
At January 1, 2024 -   3,555   5,758   1,506   981   791   12,591  
                             
At December 31, 2024 27,796   5,035   20,141   4,444   1,052   664   59,132  
                             
Annual depreciation rate - % 2   From 5 to 10   From 10 to 20   20   From 5 to10   -   -  

 

F-48 

 

Vinci Partners Investments Ltd.
 
Notes to the consolidated financial statements
Years ended December 31
All amounts in thousands of Brazilian Reais, unless otherwise stated
 

 

10Intangible assets

 

Intangible assets include expenditures with the development of the software, placement agent and the management contracts, customers relationship, brands, and the goodwill generated by the acquisitions of SPS, MAV, Compass and Lacan.

 

The software development comprises mainly the following assets:

 

-Systems and applications which are being developed to support retirement services applications;

 

-Products for Risk System and Portfolio Allocation, whose purpose is to evaluate the risk of the funds and to allocate the clients' portfolio.

 

The Entity assesses at each reporting date whether there is an indication that an intangible asset may be impaired. If any indication exists, the Entity estimates the asset's recoverable amount. There were no indications of impairment of intangible assets for the year ended December 31, 2025, and 2024.

 

              12/31/2025
 

Brands and licenses 

(a)

Software development   Placement Agent
(b)
  Goodwill (c)       Management Contracts and Customer relationships (d)   Total
Cost                          
At January 1, 2025 77,822   46,973   24,540   555,175       383,082   1,087,592
 Assets recognized as a result of business combination 25,712   435   -   146,312       104,523   276,982
 Additions -   17,968   822   -       -   18,790
 Reclassification -   -   -   (1,394)       1,394   -
 Write-off of assets, including fully depreciated items -   (1,105)   -   -       -   (1,105)
 Foreign exchange variation of intangible assets abroad -   (1,737)   (533)   (469)       (569)   (3,308)
                           
At December 31, 2025 103,534   62,535   24,829   699,624       488,429   1,378,951
                           
Accumulated amortization                          
At January 1, 2025 -   (15,567)   (4,951)   -       (9,125)   (29,643)
  Amortization     (8,444)   (2,506)   -       (13,906)   (24,838)
  Write-off of assets, including fully depreciated items -   (3)   -   -       -   (3)
  Foreign exchange variation of intangible assets abroad -   1,433   135   -       200   1,768
At December 31, 2025 -   (22,580)   (7,323)   -       (22,831)   (52,735)
                           
At January 1, 2025 77,822   31,407   19,588   555,175       373,956   1,057,949
                           
At December 31, 2025 103,534   39,955   17,506   699,624       465,598   1,326,216
Amortization rate (per year) - % (a)   20%   (b)   (c)       (d)   -
                               

 

F-49 

 

(a) Brands have an indefinite useful life and are not subject to amortization. The method used to calculate the fair value of the Brand was Relief from Royalty – RFR, which uses a royalty rate estimated and projected revenue of the Group. The useful life of the brand was determined by the Management as undefined. For this conclusion, we considered (i) the strong reputation among peers and customers, (ii) its potential as a consolidating brand, and (iii) the decision of Vinci in keeping Compass in the company's new brand Group.

 

Brands are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.

 

(b) Refers to amounts capitalized relating to agreements with investments placement agents relating to funds raised from investors in funds managed by the Group. These amounts are amortized based on the estimated duration of the related funds. When a Fund has an undefined useful life (Perpetual funds), Placement agent costs are amortized within 10 years. In case of an early liquidation of the funds, the amortization period is adjusted, or if there is an indication of impairment, an impairment evaluation is performed and recognized, if necessary.

 

(c) Goodwill has an indefinite useful life and are not subject to amortization. Goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. On December 31, 2025, goodwill was tested and no provision for impairment losses was identified by Vinci Compass.

 

Goodwill   12/31/2025   12/31/2024
         
Compass   287,397   287,866
SPS   162,290   162,290
Lacan   76,439   75,318
MAV   27,186   29,701
Verde   146,312   -
Total   699,624   555,175

 

For the purposes of the impairment test, Management projected cash flows over a five-year period, based on the approved budget and strategic plan. The use of a projection horizon exceeding five years is justified by the maturation cycle of investments made in recent years, whose expected returns occur gradually, as well as by the remaining useful economic life of the assets.

 

The Group performs an impairment test annually and when circumstances indicate the carrying value may be impaired. No impairment losses on goodwill have been recognized in the current and prior year based on determining recoverable amount based on value-in-use.

 

Inputs to determine the impairment test of Goodwill:

 

Goodwill   12/31/2025   12/31/2024
    Annual inflation rate Discount Rate   Annual inflation rate Discount Rate
SPS   4.40% 16.85%   4.00% 15.25%
MAV   4.40% 16.85%   4.00% 15.25%
Lacan   4.40% 16.85%   - -
Compass   4,40% 16,85%   - -

 

F-50 

 

(d)   Refers to the purchase price allocated to Fund’s Management Contracts and Customer relationships, as a result of the Business Combinations. These amounts are amortized based on the duration of the related funds. When a fund has an undefined useful life, the amount allocated to these intangible assets are subject to impairment test on annually basis, or whenever any specific economic or operational condition indicates its cost must be reviewed. The total amount allocated to Management Contracts and Customer relationships with undefined useful life is $ 229,035 as of December 31, 2025 ($229,035 as of December 31, 2024).

 

Fund’s Management Contracts and Customer relationships for funs with defined useful life   Forecast period
    From To
SPS   September 2022 December 2030
MAV   July 2024 December 2029
Lacan   November 2024 December 2041
Compass   November 2024 December 2053
Verde   October 2025 October 2038

 

Other assets than Goodwill are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). No impairment losses were recognized on December 31, 2025 and 2024.

 

F-51 

 

                12/31/2024
 

Brands and licenses 

(a)  

 

Software development   Placement Agent
(b)
  Goodwill (c)     Management Contracts and Customer relationships (d)   Total
Cost                        
At January 1, 2024 29   40,304   20,722   162,290     22,049   245,394
 Assets recognized as a result of business combination 77,763   5,225   -   392,345     360,689   836,021
 Additions 30   15,696   3,284   -     -   19,010
 Write-off of assets, including fully depreciated items -   (16,416)   -   -     -   (16,416)
 Foreign exchange variation of intangible assets abroad -   2,164   534   541     344   3,583
                         
At December 31, 2024 77,822   46,973   24,540   555,175     383,082   1,087,592
                         
Accumulated amortization                        
At January 1, 2024 -   (24,686)   (1,896)   -     (4,064)   (30,646)
  Amortization -   (4,476)   (2,769)   -     (5,061)   (12,306)
  Write-off of assets, including fully depreciated items -   14,712   -   -     -   14,712
  Foreign exchange variation of intangible assets abroad -   (1,117)   (286)   -     -   (1,403)
                         
At December 31, 2024 -   (15,567)   (4,951)   -     (9,125)   (29,643)
                         
At January 1, 2024 29   15,618                             18,826   162,290     17,985   214,748
                         
At December 31, 2024 77,822   31,407   19,588   555,175     373,956   1,057,949
Amortization rate (per year) - % (a)   20%   (b)   (c)     (d)   -
                         

 

F-52 

 

Vinci Partners Investments Ltd.
 
Notes to the consolidated financial statements
Years ended December 31
All amounts in thousands of Brazilian Reais, unless otherwise stated
 

 

11Leases

 

This note provides information for leases where the Group is a lessee. The notes also provide the information of subleases agreements where the Group is a lessor, once part of the assets leased by the Group is subleased to third parties.

 

(i)Amount recognized in the balance sheet

 

The balance sheet shows the following amounts relating to leases:

 

    12/31/2025     12/31/2024
Sub-lease receivable          
Brazil   -     1,758
Chile   -     4,081
Total   -     5,839
           
Current   -     1,758
Non-current   -     4,081
Total   -     5,839
           
Right of use assets          
Brazil   95,441     51,712
USA   25,102     32,212
Others   20,684     18,193
Total   141,226     102,117
           
Lease liabilities          
Brazil   (104,324)     (56,510)
USA   (32,833)     (40,956)
Others   (23,027)     (21,989)
Total   (160,184)     (119,455)
  12/31/2025     12/31/2024
           
Current   (33,307)     (33,303)
Non-current   (126,877)     (86,152)
Total   (160,184)     (119,455)

 

As a result of Verde business combination, the right-of-use assets were increased in the amount of R$ 19,525 (46,775 increased in 2024 as a result of Compass business combination). Additions to the right-of-use assets resulted from contracts modifications were R$ 48,781 until December 31, 2025 (additions of R$ 3,918 during 2024 financial year).

 

F-53 

 

(ii)Amount recorded in the statement of profit or loss

 

The statement of profit or loss shows the following amounts relating to leases:

 

  2025   2024   2023
           
Right of use assets depreciation  (22,707)   (11,132)   (9,686)
Financial expense  (15,369)   (8,295)   (9,809)
   (38,076)   (19,427)   (19,495)

 

The total cash outflow for leases in 2025 was R$ 32,007 (R$ 29,406 in 2024 and R$ 25,830 in 2023).

 

(i)The Group’s leasing activities and how these are accounted for.

 

The Group leases various offices. Rental contracts are typically made for fixed periods of 5 years to 10 years, but may have extension options as described in (iv) below.

 

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.

 

For all years presented, the sub-leases were classified as finance leases from a lessor perspective. Therefore, the Group accounts the sub-leases on a lease-by-lease basis, subtracting the right of use assets and recognizing a receivable related to the present value of the receivables of the sub-lease.

 

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

 

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

 

- fixed payments (including in-substance fixed payments), less any lease incentives receivable 

- variable lease payment that is based on an index or a rate, initially measured using the index or rate as at the commencement date 

- amounts expected to be payable by the group under residual value guarantees 

- the exercise price of a purchase option if the group is reasonably certain to exercise that option, and 

- payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.

 

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

 

To determine the incremental borrowing rate, the Group:

 

- if possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received 

- uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases, which does not have recent third party financing, and 

- make adjustments specific to the lease, e.g. term, country, currency and security.

 

The Group is exposed to potential future increases in variable lease payments based on an index, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.

 

F-54 

 

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

 

Right-of-use assets are measured at cost comprising the following:

 

- the amount of the initial measurement of lease liability 

- any lease payments made at or before the commencement date less any lease incentives received 

- any initial direct costs, and 

- restoration costs.

 

Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.

 

(ii)Extension and termination options

 

Extension and termination options are included in a number of property and equipment leases across the Group. These are used to maximize operational flexibility in terms of managing the assets used in the group’s operations. Most of the extension and termination options held are exercisable only by the Group and not by the respective lessor.

 

12Accounts payable

 

    12/31/2025   12/31/2024
         
Accrued liabilities (i)   17,558   16,533
Temporary deposit from clients (ii)   12,232   11,561
Dividends payable   2,560   3,791
Lease payable – prior month expense   1,482   1,840
Related Parties (iii)   1,456   805
Treasury shares acquisition   -   810
Other payables   2,813   3,327
Current   38,101   38,667
         
Other payables   6   -
Non-current   6   -

 

(i)Fees, commissions, and other payables.

 

(ii)Comprises temporal payments made by client to invest in Mexican Investment Fund through the investment manager.

 

(iii)Refers to a related party transaction. See Note 22 (e) for more details.

 

(iv)Please see note 24 for further details.

 

F-55 

 

13Labor and social security obligations

 

    12/31/2025   12/31/2024
         
Profit sharing   170,480   146,743
Labor provisions   38,163   44,320
         
    208,643   191,063
         
Current   199,422   182,071
Non-current   9,221   8,992

 

Except for the profit sharing related to the unrealized performance fees, the accrual for profit sharing payable on December 31, 2025, was paid until the first week of February 2026. Profit sharing is calculated based on the performance review of each employee plus the area performance, in accordance with an Entity policy. Vinci Compass Management estimated the profit sharing as of December 31, 2025, based on the net revenue recognized up to December 31, 2025. The increase in profit sharing is mainly due to Verde’s business combination which increased the payable on December 31, 2025.

 

Since the second quarter of 2022 labor provisions have been impacted by provisions and social charges related to Restricted Share Units Plan (RSUs). The non-current amount comprises the provisions and social charges for the RSUs, of which the vesting dates are over 1 year. Please see note 25 for more details.

 

14Taxes and contributions payable

 

      12/31/2025   12/31/2024
           
  Income tax   22,400   28,812
  Social contribution   5,868   3,985
  Social Contribution on revenues (COFINS)   2,748   2,769
Service tax (ISS) on billing   1,313   1,677
  Social Integration Program (PIS)   599   604
  Withholding Income Tax (IRRF) deducted from third parties                                137                                366
  Others   1,982   2,642
           
      35,047   40,855
           

 

15Loans and obligations

 

  12/31/2025   12/31/2024
         
Convertible Preferred Shares (i)   513,765   577,982
Commercial Notes (ii)   87,326   55,150
Consideration payable (iii)   6,029   10,542
Contingent consideration (iv)   285,903   210,666
Redemption Liability (v)   63,456   -
Banco Security   10,153   5,647
Other obligations   -   1,555
         
    966,632   861,542
         
Current   93,862    45,220
Non-current   872,770   816,322

 

F-56 

 

(i)       Convertible Preferred Shares

 

On October 10, 2023, Vinci Compass and Ares Management Corporation (“Ares”) announced an agreement to form a strategic partnership to accelerate the growth of Vinci Compass's platform in Latin America and to collaborate on distribution, product development and other business opportunities. In connection with the formation of the strategic partnership, an affiliate of Ares invested US$100 million (R$500 million) in new Series A Convertible Preferred Shares issued by Vinci Compass.

 

The Series A Convertible Preferred Shares will be entitled to cumulative dividends payable quarterly in cash at a rate of 8.00% per annum. The dividend rate is subject to increase to 10.00% per annum in the case of certain breaches by the Company of its obligations under the Certificate of Designations.

 

The Series A Convertible Preferred Shares will be convertible at the option of the holders at any time after the closing of the issuance into Class A Common Shares at an initial conversion rate of 73.5402 Class A Common Shares for each Series A Convertible Preferred Share, which represents an initial conversion price of approximately $13.60 per Class A Common Share.

 

Under certain conditions, Vinci Compass may redeem, following the dissolution or termination of the strategic partnership with Ares, and prior to the one-year anniversary of such dissolution or termination, for cash all, or, if Ares no longer holds all Series A Convertible Preferred Shares, all of the Series A Convertible Preferred Shares held by Ares and any whole number of Series A Convertible Preferred Shares held by such other holders. On or around October 1, 2033, if not earlier repurchased, redeemed or converted, the Company will redeem, in whole but not in part, all of the outstanding Series A Convertible Preferred Shares for an amount in cash equal to the stated value of the Series A Convertible Preferred Shares

 

Under the terms of IAS 32, this agreement was evaluated by the Management and classified as a compound instrument, having both a liability and an equity component from the issuer's perspective. Based on it, the component parts were accounted for and presented separately according to their substance. The split was made at issuance and not revised for subsequent changes in market interest rates, share prices, or other events that changes the likelihood that the conversion option will be exercised.

 

The following table presents the changes in the Convertible Preferred Shares in the year ended December 31, 2025:

 

Closing balance December 31, 2023  431,333  
Net foreign exchange loss/(gain) 136,374  
Interest expense 49,261  
Interest paid (38,986)  
Closing balance December 31, 2024 577,982  
Net foreign exchange loss/(gain) (69,513)  
Interest expense 50,830  
Interest paid (45,534)  
Closing balance December 31, 2025 513,765  
     
Current 11,083
Non-current 502,682
       

 

On January 1, 2025, the Entity paid the total amount of R$ 12,398 related to the dividends of the series A convertible preferred shares.

 

On April 1, 2025, the Entity paid the total amount of R$ 11,495 related to the dividends of the series A convertible preferred shares.

 

On July 1, 2025, the Entity paid the total amount of R$ 10,952 related to the dividends of the series A convertible preferred shares.

 

F-57 

 

On October 1, 2025, the Entity paid the total amount of R$ 10,689 related to the dividends of the series A convertible preferred shares.

 

(ii)       Commercial notes

 

Commercial note - August 15, 2022

 

On August 15, 2022, Vinci Soluções de Investimentos Ltda,. a subsidiary of Vinci Compass, issued 80,000 commercial notes in the total amount of R$ 80,000 (R$ 1,000.00 reais for each commercial note). The commercial notes were subject to public distribution 90 days after the issuing date. The main characteristics of the financial instrument are indicated below:

 

Term and expiration date: 5 (five) years, ending on August 15, 2027.

 

Interest rate: 100% of the daily rates of CDI plus a spread of 2.15% on an annual basis.

 

Amortization: On semi-annually basis, beginning on February 15, 2023.

 

Commercial Notes comprise financial liability evaluated at amortized cost. Interest expense is calculated using the effective interest method and is recognized in profit or loss as part of financial expense.

 

Accordingly, to the terms of the agreement, the Group is committed to be compliant with financial covenants, on an annual basis and beginning on December 31, 2022. The entity was in compliance with the covenants as of December 31, 2025 and 2024.

 

Commercial note – December 4, 2025

 

On December 4, 2025, Vinci Soluções de Investimentos Ltda,. a subsidiary of Vinci Compass, issued 50,000 commercial notes in the total amount of R$ 50,000 (R$ 1,000.00 reais for each commercial note). The commercial notes were subject to public distribution 90 days after the issuing date. The main characteristics of the financial instrument are indicated below:

 

Term and expiration date: 5 (five) years, ending on December 3, 2030.

 

Interest rate: 100% of the daily rates of CDI plus a spread of 1.85% on an annual basis.

 

Amortization: On semi-annually basis, beginning on June 4, 2026.

 

Commercial Notes comprise financial liability evaluated at amortized cost. Interest expense is calculated using the effective interest method and is recognized in profit or loss as part of financial expense.

 

Accordingly, to the terms of the agreement, the Group is committed to be compliant with financial covenants, on an annual basis and beginning on December 31, 2025.

 

The entity was in compliance with both covenants as of December 31, 2025 and 2024.

 

The following table presents the changes in the Commercial Notes over the years ended December 31, 2025 and December 31, 2024:

 

Closing balance December 31, 2023 73,189
Interest expense 8,651
Interest paid (8,912)
Principal paid (17,778)
Closing balance December 31, 2024 55,150
Obligation acquired 49,207
Interest expense 7,842
Interest paid (7,095)
Principal paid (17,778)
Closing balance December 31, 2025 87,326
   
Current 26,144
Non-current 61,182

 

F-58 

 

(iii)       Consideration payable

 

SPS Capital Gestão de Recursos Ltda.

 

According to Note 7(a), Vinci Compass acquired SPS Capital Gestão de Recursos Ltda, on August 16, 2022. As part of the deal, Vinci Compass assumed a financial obligation to be paid on the second anniversary of the closing date. The amounts as of December 31, 2025 and December 31, 2024 are R$ 9.

 

On August 16, 2024, the amount of R$ 51,336 was paid as part of the liquidation of the obligation.

 

Consideration payable is financial liability evaluated at amortized cost. Interest expense is calculated using the effective interest method and is recognized in profit or loss as part of financial expense.

 

MAV Capital Gestora de Recursos SS Ltda.

 

According to Note 7(a), Vinci Compass acquired MAV Capital Gestora de Recursos SS Ltda, on June 28, 2024. As part of the deal, Vinci Compass assumed a financial obligation to be paid in two installments on the first anniversary and second anniversary of the closing date. The amount as of December 31, 2025 and December 31, 2024 is R$ 10,533 and R$ 6,020, respectively.

 

Consideration payable is financial liability evaluated at amortized cost. Interest expense is calculated using the effective interest method and is recognized in profit or loss as part of financial expense.

 

  SPS MAV
Closing balance December 31, 2023 48,200 -
Obligations acquired - 10,000
Interest expense 3,145 533
Principal paid (51,336) -
Closing balance December 31, 2024 9 10,533
Interest expense - 859
Interest paid - (372)
Principal paid - (5,000)
Closing balance December 31, 2025 9 6,020
     
Current - -
Non-current 9 6,020

 

(iv)        Contingent consideration

 

The following table presents the changes in the Contingent consideration up the period ended December 31, 2025 and December 31, 2024:

 

Closing balance December 31, 2023 64,370
Obligation acquired 126,380
Contingent consideration variation 19,916
Closing balance December 31, 2024 210,666
Obligation acquired 42,980
Contingent consideration variation 32,257
Closing balance December 31, 2025 285,903
   
Current 46,483
Non-current 239,420

 

F-59 

 

SPS Capital Gestão de Recursos Ltda.

 

Vinci Compass shall pay additional consideration in VINP’s Class A shares through an earnout structure to be paid in 2027, up to a maximum number of 1.7 million shares, subject to the achievement of certain fundraising and incremental management fee revenue targets. The amount reflects the fair value of the obligation, based on the terms of the purchase agreement and how the current economic environment is likely to impact it, according to Vinci Compass’s best estimate.

 

On December 31, 2025, Vinci Compass reevaluated the fair value of the obligation based on the economic conditions at that date, resulting in an increase of the contingent consideration fair value. The variation was recognized as an expense in the financial result in the amount of R$ 19,787 for the year ended December 31, 2025.

 

MAV Capital Gestora de Recursos SS Ltda.

 

Vinci Compass shall pay additional consideration through an earnout structure to be paid in 2027 subject to the achievement of certain fundraising and incremental management fee revenue targets. The amount reflects the fair value of the obligation, based on the terms of the purchase agreement and how the current economic environment is likely to impact it, according to Vinci Compass’s best estimate.

 

On December 31, 2025, the fair value of the obligation based on the economic conditions at that date is R$ 18,010.

 

Lacan Ativos Reais

 

Vinci Compass shall pay additional consideration through an earnout structure to be paid in 2026 and 2028 subject to the achievement of certain fundraising and incremental management fee revenue targets. The amount reflects the fair value of the obligation, based on the terms of the purchase agreement and how the current economic environment is likely to impact it, according to Vinci Compass’s best estimate.

 

On December 31, 2025, the fair value of the obligation based on the economic conditions at that date is R$ 33,467.

 

Compass

 

Vinci Compass shall pay additional consideration through an earnout structure to be paid in 2027 subject to the achievement of certain pre-determined metrics, to be paid in VINP Class A common stock.

 

On December 31, 2025, the fair value of the obligation based on the economic conditions at that date is R$ 91,495. The variation was recognized as an expense in the financial result in the amount of R$ 11,980 for the year ended December 31, 2025.

 

Verde

 

Vinci Compass shall pay additional consideration through an earnout structure to be paid in 2026 and 2030 subject to the achievement of certain pre-determined metrics, to be paid in VINP Class A common stock or cash and cash equivalents.

 

On December 31, 2025, the fair value of the obligation based on the economic conditions at that date is R$ 42,980.

 

(v)        Redemption Liability (Verde business combination)

 

Vinci Compass has a contractual obligation to acquire the remaining interest held by non-controlling shareholders at the end of the five-year period. Therefore, such obligation is recognized as a redemption liability, with a corresponding adjustment recorded in the equity attributable to the parent. Subsequent

 

F-60 

 

remeasurements of this obligation are recognized directly in equity, as they represent transactions with non-controlling shareholders.

 

The present value of the redemption liability evaluated at the transaction date was R$ 62,788 (R$ 63,456 as of December 31, 2025).

 

16Retirement plans liabilities

 

During the year of 2023, the subsidiary Vinci Vida e Previdência S.A.  started its retirement services operations. As of December 31, 2025, active plans are principally accumulation of financial resources through products PGBL (Free Benefit Generator Plan) and VGBL (Free Benefit Generator Life) structured in the form of variable contribution, for the purpose of granting participants with returns based on the accumulated capital in the form of monthly withdraws for a certain term or temporary monthly withdraws.

 

In this respect, such financial products represent investment contracts that have the legal form of retirement plans, but which do not transfer insurance risk to the Group. Therefore, contributions received from participants are accounted for as liabilities and balance consist of the balance of the participant in the linked Specially Constituted Investment Fund (“FIE”) at the reporting date (Note 5). On December 31, 2025, the Retirement plan liabilities are R$ 508,416 (R$ 374,813 in 2024).

 

17Equity

 

(a)Capital

 

The capital comprises 56,408,172 Class A shares and 14,466,239 Class B shares with a par value of US$ 0.00005 each.

 

The Class A common shares have been approved for listing on the Nasdaq Global Select Market, or Nasdaq, under the symbol "VINP." Vinci Compass has two classes of common shares: Class A common shares and our Class B common shares.

 

Class B common shares carry rights that are identical to the Class A common shares, except that (1) holders of Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share; (2) holders of Class B common shares have certain conversion rights; (3) holders of Class B common shares are entitled to preemptive rights in the event that additional Class A common shares are issued in order to maintain their proportional ownership interest; and (4) Class B common shares shall not be listed on any stock exchange and will not be publicly traded.

 

F-61 

 

The Entity’s shareholders as of December 31, 2025 and 2024 are presented in the table below:

 

Shareholders 12/31/2024 Quantity Subscribed (*) Transferred Repurchased 12/31/2025 Quantity
Gilberto Sayão da Silva (Class B Common shares) 14,466,239 - - - 14,466,239
Alessandro Monteiro Morgado Horta (Class A common shares) 8,266,422 - - - 8,266,422
Public Float (Class A common shares) 11,795,538 - 55,214 (856,910) 13,767,359
Costanera Management LLC (Class A common shares) (*)                    7,022,893 -- -- -                    7,022,893
Compass Group Cayman Limited (Class A common shares) (*)                    4,760,491 - - -                    4,760,491
Verde (Class A common shares) (**) - 2,177,439 - - 2,177,439
Other Shareholders (Class A common shares) 17,734,772 - - - 17,734,772
Treasury shares (Class A common shares) 4,650,617 - (55,214) 856,910 5,452,313
Total 68,696,972 2,177,439 - - 70,874,411
           
Series A Convertible preferred shares (***) 100,000 - - - 100,000
Total 100,000 - - - 100,000

 

(*) As part of the business combination with Compass, Vinci Compass issued 11,783,384 Class A common shares. The ultimate beneficial owner of the shares held by Costanera Management LLC is vice-chairman Manuel Jose Balbontín Fernandez.

 

(**) As part of the business combination with Verde, Vinci Compass issued 2,177,439 Class A common shares.

 

(**) The Series A Convertible Preferred Shares will be convertible at the option of the holders at any time after the closing of the issuance into Class A Common Shares at an initial conversion rate of 73.5402 Class A Common Shares for each Series A Convertible Preferred Share, which represents an initial conversion price of approximately $13.60 per Class A Common Share.

 

Fair value option of convertible preferred shares

 

As informed on note 15 (i), when the initial carrying amount of a compound financial instrument is allocated to its equity and liability components, the equity component is assigned the residual amount after deducting from the fair value of the instrument determined for the liability component. In 2023, the fair value of the stock option and the amount of transaction cost that are allocated to the equity are R$ 34,141 and 1,958, respectively.

 

(c)Retained earnings

 

Retained earnings comprise the net profit generated by the Entity which were not distributed to their shareholders or approved to be distributed by the Entity management.

 

(d)Other reserves

 

Other reserves comprise the following operations:

 

(i)Exchange variation on investees

 

Comprises the exchange variation in investments made on investees which have a functional currency other than Brazilian Reais, the Entity functional currency. When a foreign operation is sold, the associated exchange differences are reclassified as a profit or loss, as part of the gain or loss on sale.

 

(ii)Share-based payments

 

F-62 

 

Benefits to its employees through a share-based incentive.

 

(e)Dividends

 

On February 26, 2025, Vinci Compass declared a quarterly dividend distribution of US$ 0.15 per common share to shareholders as of March 13, 2025, totalizing US$ 9,525 (R$ 55,012), paid on March 27, 2025.

 

On May 9, 2025, Vinci Compass declared a quarterly dividend distribution of US$ 0.15 per common share to shareholders as of May 27, 2025, totalizing US$ 9,487 (R$ 53,637), paid on June 10, 2025.

 

On August 8, 2025, Vinci Compass declared a quarterly dividend distribution of US$ 0.15 per common share to shareholders as of August 25, 2025, totalizing US$ 9,487 (R$ 51,471), paid on September 9, 2025.

 

On November 7, 2025, Vinci Compass declared a quarterly dividend distribution of US$ 0.15 per common share to shareholders as of November 24, 2025, totalizing US$ 9,487 (R$ 51,179), paid on December 9, 2025.

 

Once dividends are declared and approved by the board of directors, they will be paid on proportional basis to the owners of the common shares.

 

(f)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 share 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 the additional paid-in capital.

 

On February 7, 2024, the Entity announced a new share buyback plan and a share repurchase plan to buy back up to R$60.0 million of the Entity's outstanding Class A common shares which shall be executed through open market transactions or privately negotiated purchases. The plan is approved to replace the share buyback and repurchase plans approved on February 14, 2023, which expired on the date that the R$60.0 million buyback limit set thereunder was reached.

 

On September 26, 2024, the Entity announced a new share buyback and share repurchase plans to buy back up to US$15.0 million of the Entity’s outstanding Class A common shares which shall be executed through open market transactions or privately negotiated purchases. The plans are approved to replace the share buyback plan announced on February 7, 2024, which expired on the date that the R$60.0 million buyback limit set thereunder was reached.

 

During the year 2025, the Entity bought back 856,910 shares from its shareholders and the market, in the amount of R$ 49,946.

 

In December 2025 the Entity holds 5,452,313 Class A common shares in treasury.

 

F-63 

 

(g)       Basic and diluted earnings per share

 

a) Basic earning per share 2025 2024 2023
From continuing operations attributable to the ordinary equity holders of the Entity 3.43 2.14 4.02
Total basic earning per share attributable to the ordinary equity holders of the Entity 3.43 2.14           4.02

 

b) Diluted earning per share 2025 2024 2023
From continuing operations attributable to the ordinary equity holders of the Entity 3.21 2.08 3.85
Total basic earning per share attributable to the ordinary equity holders of the Entity 3.21 2.08 3.85

 

c) Reconciliations of earnings used in calculating earnings per share

 

 
   
Basic earnings per share: 2025 2024 2023
Profit attributable to the ordinary equity holders of the Entity used in calculating basic earnings per share:  
From continuing operations 217,579 118,202 220,608
  217,579 118,202 220,608
   
Diluted earnings per share 2025 2024 2023
Profit from continuing operations attributable to the ordinary equity holders of the Entity  
Used in calculating basic earnings per share 217,579 118,202 220,608
Used in calculating diluted earnings per share 217,579 118,202 220,608

 

d) Weighted average number of shares used as the denominator 2025 2024 2023
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share: 63,397,750 55,190,584      54,903,764
Adjustments for calculation of diluted earnings per share: 4,357,327 1,733,042 501,807
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 67,755,077 56,923,626 55,405,572

 

F-64 

 

18Revenue from services rendered

 

    2025   2024   2023
             
Net revenue from services rendered            977,403            600,779            454,420
             
Net revenue from management fees            812,367            487,533            393,367
Net revenue from performance fees              27,706              37,188              21,254
Net revenue from advisory services              91,901              68,134              39,799
Net revenue from other revenues (a)              45,429   7,924   -

 

(a)Comprised of Advisory & Execution, and fund services fees.

 

F-65 

 

19General and administrative expenses

 

  2025   2024   2023
           
Personnel        (240,945)   (103,485)   (70,860)
Share Based Plans (b)          (29,912)   (22,479)   (14,967)
Profit sharing (a)        (148,066)   (108,102)   (94,640)
         (418,923)   (234,066)   (180,467)
           
Third party expense (c)        (187,482)   (119,209)   (33,318)
Right of use depreciation (d)          (22,707)   (11,132)   (9,686)
Depreciation and amortization (e)          (34,872)   (17,569)   (10,094)
Travel and representations          (15,604)   (8,991)   (3,928)
Condominium expenses          (10,098)   (4,081)   (3,041)
Other operating expenses (f)          (35,748)   (16,927)   (11,730)
         (725,434)   (411,975)   (252,264)

 

(a)Profit-sharing

 

According to the profit-sharing program and based on laws applicable to each country and on objectives established at the beginning of each year, management estimated the payment of profit sharing in the amount of R$ 148,066 (R$ 108,102 in 2024 and 94,640 in 2023) for the year ended December 31, 2025.

 

(b)Share-based payments

 

See Note 25 for more details.

 

(c) Third party expense

 

Third party expenses are composed of accounting, audit, advisory, due diligence services, information technology, marketing, and other contracted services.

 

The increase in 2025 is mainly related to the business combinations concluded in the last quarter of 2024, which increases the service expenses, composed of advisory, auditing, accounting, information technology, marketing, third-party distribution services and other contracted services.

 

(d) Right of use depreciation

 

See Note 11 for more details.

 

(e) Depreciation and amortization

 

The amount is mainly comprised of property and equipment depreciation and intangible amortization. See Notes 9 and 10 for more details.

 

The increase in 2024 is mainly related to the fixed and intangible assets assumed as part of the business combinations concluded in 2024, which increases the depreciation and amortization expenses.

 

(f) Other operating expenses

 

The amount is mainly comprised of office expenses, including energy, cleaning, maintenance and conservation, among several other expenses.

 

F-66 

 

20Finance profit/(loss)

 

    2025   2024   2023
             
Investment income (i)   128,371   64,322   110,474
Financial revenue through amortized cost   1,038   19,213   4,571
Foreign currency variation income   10,419   -   742
Financial revenue on sublease agreements   121   538   700
Contingent consideration variation (iii)   -   -   4,051
Other finance income   5,432   2,798   1,271
             
Finance income   145,381   86,871   121,809
             
Financial expense on lease agreements   (15,369)   (8,295)   (9,809)
Interest expense on loans and financing (ii)   (60,763)   (61,784)   (23,654)
Bank fees   (628)   (151)   (141)
Interest and arrears   (3)   (3)   -
Investment losses (i)   -   -   (111)
Fines on taxes   (1)   (3)   (1)
Foreign currency variation expense   -   (20,807)   (775)
Interest on taxes   -   (85)   (79)
Contingent consideration variation (iii)   (32,258)   (19,915)   (19,923)
Other financial expenses (iv)   (25,227)   (1,182)   (87)
             
Finance costs   (134,249)   (112,225)   (54,580)
             
Finance profit/(loss), net   11,132   (25,354)   67,229

 

(i)Investment income and losses comprise the fair value changes on the financial instruments at fair value through profit or loss. Segregated investment income results are demonstrated below.

 

  2025 2024 2023
Mutual funds and fixed income investments (a) 120,911 62,098 109,657
Private equity funds 7,460 2,224 817
  128,371 64,322 110,474
       
Mutual funds - - -
Private equity funds - - (111)
  - - (111)

 

(a)Vinci Monalisa corresponds to the most part of the Group’s investment income.

 

(ii)Interest expense on loans and financing comprise the financial result on the Commercial notes, the consideration payable related to the business combinations and interest expense on the convertible preferred shares. Please see note 15 for more detail.

 

(iii)Variation on contingent consideration comprises the financial result of the fair value evaluation. Please see note 15 (iv) for more detail.

 

(iv)Includes the disbursements related to the non-deliverable forwards.

 

F-67 

 

21Income tax and social contribution

 

As an exempted company incorporated in the Cayman Islands, Vinci Partners Ltd is subject to Cayman Islands laws, which currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us.

 

Vinci Partners Ltd subsidiaries based in Brazil, except for Vinci Partners Ltda, Vinci Capital Gestora Ltda, Vinci Soluções de Investimentos Ltda, Vinci Vida e Previdência S.A. and CG Investimentos Brazil Ltda, are taxed based on the deemed profit.

 

Vinci Compass has tax losses and negative basis resulting from previous years and deferred income tax and social contribution credits are recognized since there is expectation of future tax results for these companies. The tax credit arising from the tax loss and negative basis under the taxable profit regime on December 31, 2025 is R$ 19,777 (R$ 13,102 on December 31, 2024).

 

The income tax and social contribution charge on the results for the year can be summarized as follows:

 

      2025   2024   2023
               
Current income tax     (46,725)   (37,989)   (42,961)
Current social contribution     (12,505)   (13,669)   (15,605)
               
      (59,230)   (51,658)   (58,566)
               
Deferred income tax     13,193   3,921   6,455
Deferred social contribution     3,298   1,760   2,185
               
      16,491   5,681   8,640
               
Income taxes and social contribution     (42,740)   (45,977)   (49,926)

Deferred tax balances

 

    12/31/2025   12/31/2024
Deferred tax assets        
Tax losses   19,777   13,102
RSU   3,771   3,103
Interest expense on obligation for acquisition   3,190   3,190
Amortization on management Contracts   3,455   2,419
Contingent consideration   12,836   5,849
Others   4,364   3,615
Total   47,393   31,346
Deferred tax liabilities        
Financial revenue   (2,565)   (2,287)
Estimated revenue   (804)   (1,193)
Leases   (845)   (984)
Total Income Tax   (4,214)   (4,464)
         
Estimated revenue   (427)                      (622)
Total (Taxes and contribution)   (427)                     (622)
         
Total deferred tax liabilities   (4,641)                  (5,086)

 

F-68 

 

Movements   Tax losses   Interest expense on obligation for acquisition  

Management

Contract

  RSU   Other (*)   Total
Deferred tax assets                        
As at December 31, 2023   6,066   2,121   1,382   2,188   1,730   13,487
to profit and loss   7,036   1,069   1,037   915   7,802   17,859
As at December 31, 2024   13,102   3,190   2,419   3,103   9,532   31,346
to profit and loss   6,675   -   1,036   668   7,668   16,046
As at December 31, 2025   19,777   3,190   3,455   3,771   17,199   47,391

 

(*) Comprises mainly deferred taxes related to interest expense on obligation for ownership acquisition, amortization on management contracts and contingent consideration.

 

Movements   Financial Revenue   Estimated Revenue   Leases   Total
Deferred tax liabilities                
As at December 31, 2023   (1,147)   (2,385)   (351)   (3,883)
to profit and loss    (1,140)   570      (633)    (1,203)
As at December 31, 2024   (2,287)   (1,815)   (984)   (5,086)
to profit and loss   (279)   585   139   445
As at December 31, 2025   (2,566)   (1,230)   (845)   (4,641)

 

 (a)

Tax effective rate

 

      2025   2024   2023
               
Profit (loss) before income taxes   262,034                      161,950                  269,385
Combined statutory income taxes rate - %   34%   34%   34%
Income tax benefit (expense) at statutory rates   (89,092)                      (55,063)                 (92,591)
Reconciliation adjustments:            
  Expenses not deductible   (1,157)                           (192)   (880)
  Tax benefits   99   143   190
  Share based payments   (3,732)   (1,589)   (516)
  Unrecognized tax loss credits   (7,179)   (4,926)   (2,055)
  Effect of presumed profit of subsidiaries (i) and offshore subsidiaries   54,451                        15,455   44,833
               
Other additions (exclusions), net   3,870                            195   93
               
Income taxes expenses   (42,740)                      (45,977)   (49,926)
Current   (59,231)                      (51,658)   (58,566)
Deferred   16,491                        5,681   8,640
               
Effective rate   16%   28%   19%

 

(i)Brazilian tax law establishes that companies that generate gross revenues of up to R$ 78,000 in the prior fiscal year may calculate income taxes as a percentage of gross revenue, using the presumed profit income tax regime. The Entity's subsidiaries adopted this tax regime and the effect of the presumed profit of subsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied to the taxable profit of the subsidiaries.

 

F-69 

 

22Related parties

 

(a)Key management remuneration

 

The total remuneration (salaries and benefits) of key management personnel, including the Executive Committee, amounted to R$ 19,923, including profit-sharing compensation for the year ended December 31, 2025 (2024 - R$ 23,954).

 

According to Vinci Compass internal policy, the key management is entitled to receive profit-sharing compensation for the current year. As informed in Note 13 Vinci Compass accrued a provision for profit sharing for the Group as of December 31, 2025

 

(b)Receivables from related parties

 

The Entity receivables from related parties as of December 31, 2025, and 2024, as shown in the table below:

 

  12/31/2025   12/31/2024
       
Compass Group Cayman Ltd.  (“CGC”) (*) 14,864   21,673
CCLA Chile -   1,600
Hakone Participações Societárias S.A. -   12
Osaka Participações Societárias S.A. -   8
Cagliari Participações S.A. -   4
  14,864   23,297

 

(*) Refers to a credit line financing from Vinci Compass to CGC in the amount of US$ 3,500 thousand to fund redemptions, repurchases and other acquisitions of equity interests in CGC. During 2025 US$ 799 thousand was paid, remaining outstanding US$ 2,701 thousand.

 

(c)Employees loans

 

As presented in Note 7(iii), Vinci Compass may advance payments to its employees.

 

(d)Receivables from employees

 

As presented in Note 7(i), during 2024 and 2023, Vinci Compass sold part of its treasury shares to employees. The amount will be received from January 31, 2025, in annual installments until January 31, 2029, and a monetary variation will be charged by inflation index.

 

(e)Payable to related parties

 

The Entity has accounts payable to related parties as of December 31, 2025, in the amount of R$ 1,456 (December 2024 – R$ 805). The payable is due to CCLA Holding Chile SpA, for sub-consulting services provided to Compass Administradora de Fondos.

 

F-70 

 

23Segment reporting

 

The Entity's reportable segments are those business units which provide different services and are separately managed since each business demands different market strategies.

 

The main information used by management for assessment of the performance of each segment is the profit by segment for the analysis of the return of these investments.

 

The information on assets and liabilities by segment is not disclosed in these financial statements because it is not used by management when managing segments. Management does not make an analysis by geographical areas for the management of the Entity's business.

 

Segments are independently managed, with professionals specifically skilled allocated in each segment.

 

Global Investment Products and Solutions (Global IP&S)

 

The Global IP&S segment provides access to a network of world-class GPs and top-tier asset managers as well as proprietary investment solutions, on a discretionary and non-discretionary basis. The strategy is designed to deliver investment and advisory solutions, with a focus on alpha generation, tailored to clients' objectives. Within the Global IP&S segment, we provide multi-asset allocation strategies, as well as portfolio and management services, structured around medium to long-term risk allocation. The segment operates as a comprehensive strategy that includes Third-Party Distribution (Liquid and Alternative), Separate Mandates, Commingled Funds, Brokerage, Pension Plans, Global Solutions and Vinci Retirement Services.

 

Credit

 

The segment operates across three business lines: Public and Private Credit, Opportunistic Capital Solutions, and Agribusiness Credit, with both local and hard currency strategies. The Credit segment is designed to address the diverse financing needs of both mature and growing businesses through a broad range of sub-strategies, including local currency high grade and high yield, structured credit and confirming, real estate and infrastructure credit, agribusiness, hard currency high-grade and high-yield strategies, and opportunistic capital solutions.

 

Private Equity

 

The Private Equity segment has a sector-agnostic approach focused on growth equity investments in Brazil. The main strategic focus is vale creation by promoting revenue, productivity and profitability growth through significant operating and management changes in portfolio companies. The Private Equity segment invests through two sub-strategies: Vinci Capital Partners, which focuses on control and co-control investments, and Vinci Impact and Return, that focuses on minority investments in small-to-medium enterprises with a dual mandate of generating ESG impact as well as market returns.

 

Equities

 

The Equities segment operates through two distinct strategies, delivering robust and diversified investment solutions across Latin America or specific country markets. These strategies are designed to capitalize on regional opportunities and specialized market dynamics, offering clients tailored approaches to achieve their investment goals. The segment includes a range of sub-strategies to address different investor profiles and market conditions, including Long Only, Dividends, Small Caps, Long Biased, and other specialized approaches.

 

Real Assets

 

The Real Assets segment comprises investments focused on tangible, income-generating assets through real estate, infrastructure and forestry strategies, as described below:

 

F-71 

 

(i)Real Estate

 

The Real Estate segment is focused on income-generating mature real estate assets across Brazil through REITs listed on the B3, including shopping centers, industrial properties, commercial offices, urban properties and funds of funds, and seek to achieve differentiated returns through an active management of a diversified and quality portfolio. The strategy covers also additional development strategies in Brazil, Uruguay and Peru, following up to five key steps: origination of opportunities, analysis, execution, monitoring and asset sale.

 

(ii)Infrastructure

 

The infrastructure strategy has exposure to real assets across the infra sector in Brazil, through equity and debt instruments. The management team invests through the following sub-sectors: power, oil & gas, transportation & logistic and water & sewage. The strategy invests across two sub-strategies: sector-focused funds and structured credit. The fund’s investments are periodically monitored, including the evolution of ESG metrics, financial and operational metrics.

 

(iii)Forestry

 

The Forestry strategy focuses on investments in eucalyptus, pine, and native forests in Brazil, aiming to generate attractive returns through sustainable timber harvesting. The strategy includes both greenfield and brownfield projects, leveraging active management practices to enhance productivity and long-term asset value. Investments are structured across multiple vintages, with the fourth fund currently in fundraising and progressing toward Article 9 classification. The strategy applies an ESG framework to guide portfolio monitoring, set clear objectives, and assess social impacts, prioritizing projects that deliver both environmental and social benefits. The local presence of Lacan and its long-term relationships with key industry players provide privileged access to the best opportunities.

 

Corporate advisory

 

The corporate advisory services objective is including high value-added to financial and strategic advisory services to entrepreneurs, corporate senior management teams and boards of directors, focusing primarily on IPO advisory and M&A transactions for Brazilian middle-market companies. The corporate advisory services team serves as trusted advisors to clients targeting local and/or product expertise in the Brazilian marketplace.

 

F-72 

 

                2025
  Private Equity Real Assets Credit Global IP&S Equities Corporate Advisory Corporate Center Total
In Brazil 69,294 103,304 96,382 74,490 50,449 22,820 - 416,739
Abroad 61,984 24,694 156,352 317,882 36,052 - - 596,964
Gross revenue from services rendered 131,278 127,998 252,734 392,372 86,501 22,820 - 1,013,703
Advisory fees - 5,483 2,610 63,996 - 22,820 - 94,909
Management fees 131,278 121,919 240,050 274,257 77,093 - - 844,597
Other revenues - 553 - 44,875 - - - 45,428
Performance fees - 43 10,074 9,244 9,408 - - 28,769
Taxes and contributions (7,792) (6,250) (9,110) (7,678) (3,496) (1,974) - (36,300)
Net revenue from services rendered 123,486 121,748 243,624 384,694 83,005 20,846 - 977,403
(-) General and administrative expenses (16,910) (33,660) (93,900) (120,408) (32,375) (7,750) (390,519) (695,522)
Share-based payments - - - - - - (29,912) (29,912)
Operating profit 106,576 88,088 149,724 264,286 50,630 13,096 (420,431) 251,969
Finance income               145,381
Finance cost               (134,249)
Finance result, net               11,132
Equity Gain/Loss               (1,067)
Profit before income taxes               262,034
Income taxes               (42,740)
Profit for the year               219,294

 

F-73 

 

                2024
  Private Equity Real Assets Credit Global IP&S Equities Corporate Advisory Corporate Center Total
In Brazil 77,017 101,886 75,273 75,339 58,904 36,421 - 424,840
Abroad 78,319 14,629 21,831 76,024 9,708 10,132 - 210,643
Gross revenue from services rendered 155,336 116,515 97,104 151,363 68,612 46,553 - 635,483
Advisory fees - 5,400 351 19,299 948 46,553 - 72,551
Management fees 155,336 102,493 87,959 109,203 61,844 - - 516,834
Other revenues - 180 - 7,744 - - - 7,924
Performance fees - 8,443 8,794 15,117 5,820 - - 38,174
Taxes and contributions (8,688) (6,103) (4,907) (7,619) (3,730) (3,657) - (34,704)
Net revenue from services rendered 146,648 110,413 92,197 143,744 64,882 42,896 - 600,779
(-) General and administrative expenses (17,027) (27,295) (33,576) (50,875) (16,836) (15,192) (228,696) (389,496)
Share-based payments (10) (46) (5) (10) (13) - (22,395) (22,479)
Operating profit 129,611 83,072 58,616 92,859 48,033 27,705 (251,091) 188,804
Finance income               86,871
Finance cost               (112,225)
Finance result, net               (25,354)
Equity Gain/Loss               (1,500)
Profit before income taxes               161,950
Income taxes               (45,977)
Profit for the year               115,973

 

F-74 

 

                2023
  Private Equity Real Assets Credit Global IP&S Equities Corporate Advisory Corporate Center Total
In Brazil 68,569 72,906 60,821 84,822 71,335 38,639 - 397,092
Abroad 65,063 6,860 - 12,041 3,826 2,105 - 89,895
Gross revenue from services rendered 133,632 79,766 60,821 96,863 75,161 40,744 - 486,987
Advisory fees - 2,700 - 36 - 40,744 - 43,480
Management fees 133,632 77,273 55,339 91,594 63,041 - - 420,879
Performance fees - (207) 5,482 5,232 12,120 - - 22,628
Taxes and contributions (8,107) (4,288) (3,411) (8,519) (4,794) (3,448) - (32,567)
Net revenue from services rendered 125,525 75,478 57,410 88,343 70,366 37,297 - 454,420
(-) General and administrative expenses (15,384) (18,186) (15,293) (36,972) (16,835) (9,699) (124,927) (237,297)
Share-based payments (65) (651) (72) 96 (181) - (14,094) (14,967)
Operating profit 110,076 56,641 42,045 51,468 53,350 27,597 (139,021) 202,156
Finance income               121,809
Finance cost                           (54,580)
Finance result, net                               67,229
Profit before income taxes                             269,385
Income taxes                           (49,926)
Profit for the year               219,459

 

F-75 

 

24Legal Claims

 

Find below the judicial deposits and the provision for contingencies as of December 31, 2025 e and 2024.

 

Judicial deposits 12/31/2025   12/31/2024
         
Tax   43,999   -
Total   43,999   -

 

Provision for contingencies 12/31/2025   12/31/2024
         
Tax   (44,171)   -
Labor   (275)   -
Total   (44,446)   -

Tax Claim

 

As a result of the business combination with Verde, Vinci Compass recognized, at the acquisition date, judicial deposits and a provision for contingencies related to the respective legal proceedings in the amounts of R$ 43,737 and R$ 43,980, respectively, in accordance with IFRS 3.

 

Pursuant to the share purchase agreement, any amounts ultimately realized or paid in connection with the settlement of the contingency, including the related judicial deposit, will be for the benefit of the former shareholders. Accordingly, this arrangement has been accounted for as a separate transaction from the business combination and, to the extent applicable, gives rise to a corresponding indemnification right. As a result, any gain or loss arising from the resolution of such contingency will not have an impact on Vinci Compass’ consolidated profit or loss.

 

INSS – Third-Party Contributions

 

On October 18, 2019, the Verde’s subsidiaries filed Writ of Mandamus No. 5019677-75.2019.4.03.6100 (the “Writ of Mandamus”), assigned to the 22nd Federal Civil Court of São Paulo, seeking relief from the payment of third-party social security contributions calculated on payroll, as well as reimbursement of amounts paid over the previous five years.

 

As a result of the Writ of Mandamus, the Company recognized a provision for contingencies corresponding to the judicial deposits that have been and will be made.

 

As of December 31, 2025, the contingent liability amounts to R$ 44,171, with judicial deposits made as of the same date totaling R$ 43,999.

 

Labor Claim

 

In the third quarter of 2025, a labor lawsuit filed against Vinci Capital Gestora de Recursos Ltda has been assessed by management and its legal advisors as a probable loss, in the amount of R$ 275. Accordingly, a provision has been recognized in the financial statements to cover the estimated amount of the liability.

 

Find below the disputes classified as possible chance of loss segregated into labor and tax.

 

  12/31/2025   12/31/2024
         
Tax   20,515   23,327
Labor   157   540
Total   20,672   23,867

 

Tax Claims classified as possible loss

 

On March 21, 2018, the Brazilian federal revenue opened a tax assessment against Vinci Equities for the collection of open debts of IRPJ, CSLL, PIS and COFINS in the amount of R$ 20,515 (December 31, 2024: R$ 20,329) for the calendar year of 2013.

 

In the second quarter of 2025, Vinci Gestora de Recursos Ltda entered into an installment plan related to a tax administrative proceeding concerning social security contributions and settled its outstanding liabilities in the amount of R$974, a discount of approximately 75%.

 

F-76 

 

25Share-based payments

 

The Entity provides benefits to its employees through a share-based incentive. The following item refers to the outstanding plan on December 31, 2025.

 

Stock Options

 

February 2023

 

In February 2023, the Board of Directors approved a second Stock Option Plan, which aims to grant up to 1,150,000 options, each entitling the beneficiary to purchase one Class A common share. Such options have an exercise price per share equal to US$9.96; provided that, unless otherwise provided for in an option agreement, this exercise price will be reduced by the amount per share distributed to our shareholders from the date of the grant of the option, whether as dividends, interest on capital, redemption, capital reduction or others. Options will become eligible to be exercised in May 2026. During the second quarter of 2023 the Entity and its subsidiaries issued stock option in connection to the related Plan.

 

January 2024

 

In January 2024, the Board of Directors approved a third Stock Option Plan, which aims to grant up to 1,274,000 options, each entitling the beneficiary to purchase one Class A common share. Such options have an exercise price per share equal to US$11.04; provided that, unless otherwise provided for in an option agreement, this exercise price will be reduced by the amount per share distributed to our shareholders from the date of the grant of the option, whether as dividends, interest on capital, redemption, capital reduction or others. Options will become eligible to be exercised in January 2027. During the first semester of 2024 the Entity and its subsidiaries issued stock option in connection to the related Plan.

 

January 2025

 

In January 2025, the Board of Directors approved a fourth Stock Option Plan, which aims to grant up to 2,569,000 options, each

 

entitling the beneficiary to purchase one Class A common share. Such options have a weighted average exercise price per share in

 

the amount of US$10.70; provided that, unless otherwise provided for in an option agreement, this exercise price will be reduced

 

by the amount per share distributed to our shareholders from the date of the grant of the option, whether as dividends, interest on

 

capital, redemption, capital reduction or others. Options will become eligible to be exercised in January 2028.

 

Restricted Share Unit (RSU)

 

On April 04, 2022, the Entity announced its Restricted Share Unit Award Plan (“Plan”). The purpose of this Plan is to provide the opportunity for officers and employees of Vinci Compass and its Subsidiaries, as elected by the Executive Compensation Committee, to receive restricted Shares (“RSU”). Shares representing up to 1.65% of the total amount of the capital stock of the Company, which equals, on this date, approximately 950,000 shares.

 

Under the Plan, stocks are awarded to the recipient upon their grant date. Subject to the terms of the Plan, each RSU shall grant the beneficiary the right to receive one (1) share, subject to the satisfaction of the conditions for acquisition of the shares. The RSUs awarded to the beneficiary shall be vested in different tranches, if the service condition is fulfilled and verified. The vesting dates may vary from 1 to 6 years after the granted date, according to the dates defined in each Restricted Share Unit Award Agreement. 


If an eligible participant ceases its relationship with the Group within the vesting period, the rights will be forfeited, except

 

in limited circumstances.

 

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model and underlying assumptions, which depends on the terms and conditions of the grant and the information available at the grant date.

 

The Company uses certain assumptions to determine the RSUs fair value at the granted date, including the following:

 

• Market value of the shares at the granted date.

 

• Estimative of dividend yield and the US interest rate for the years comprised from the granted date until the vesting dates.

 

These estimates also require determination of the most appropriate inputs to the valuation models including assumptions.

 

regarding the expected life of a share-based payment.

 

(a)Outstanding shares granted

 

F-77 

 

The following table refers to the outstanding shares granted plan as of December 31, 2025, and December 31, 2024.

 

  Share-based Compensation Plan
  SOP 2021(*) RSU 2022 SOP 2023 SOP 2024 (**) SOP 2025 TOTAL
             
Outstanding on 12/31/2023 1,482,753 688,779 1,116,884 - - 3,288,416
Granted - -   1,273,492 - 1,273,492
Forfeited - (4,310) (17,412) (12,600) - (34,322)
Vested (1,482,753) (68,311) - - -  (1,551,064)
Outstanding on 12/31/2024 - 616,158 1,099,472 1,260,892 - 2,976,522
Granted - - - 110,382 2,394,873 2,505,255
Forfeited - (30,649) (10,619) - -  (41,268)
Vested - (76,185) - (46,176) -  (122,361)
Outstanding on 12/31/2025 - 509,324 1,088,853 1,325,098 2,394,873 5,318,148

 

(*) All the stock options were vested on February 1st, 2024, and the participants had a period of 12 months to exercise their vested options from February 1, 2024. On February 1, 2025, no options were exercised by any participant.

 

(**) The shares vested during the period ending on December 31, 2025, have not been exercised yet by the participants.

 

(b)Total Compensation Expense

 

The following table refers to the share-based compensation expense for the period ended on December 31, 2025 and 2024.

 

  2025
  Share-based Compensation Plan
  SOP 2021 RSU 2022 SOP 2023 SOP 2024 SOP 2025 TOTAL
             
Share-based compensation - (4,044) (3,760) (8,004) (9,253) (25,061)
Social charges - (4,851) - - - (4,851)
Total expense - (8,895) (3,760) (8,004) (9,253) (29,912)

 

 

  2024
  Share-based Compensation Plan
  SOP 2021 RSU 2022 SOP 2023 SOP 2024 SOP 2025 TOTAL
             
Share-based compensation (119) (5,899) (3,839) (6,609) - (16,466)
Social charges - (6,013) - - - (6,013)
Total expense (119) (11,912) (3,839) (6,609) - (22,479)

 

26Subsequent Events

 

In January 2026, the Board of Directors approved a new Stock Option Plan and a Restricted Share Unit Award Plan.

 

The Stock Option Plan aims to grant up to 1,500,000 options, each entitling the beneficiary to purchase one Class A common share. Such options have a weighted average exercise price per share in the amount of US$13.13; provided that, unless otherwise provided for in an option agreement, this exercise price will be reduced by the amount per share distributed to our shareholders from the date of the grant of the option, whether as dividends, interest on capital, redemption, capital reduction or others. Options will become eligible to be exercised in January 2029.

 

The Restricted Share Award Plan aims to grant up to 205,000 shares, each entitling the beneficiary to acquire one Class A common share.

 

F-78 

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