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Vinci Compass to buy AustralRe for estimated R$336M

VPCS is designed to combine AustralRe’s reinsurance capital with Vinci Compass’s GP commitments under a separate reporting structure.

(Moderate)

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Form Type
6-K

Rhea-AI Filing Summary

Vinci Compass Investments Ltd. agreed to acquire 100% of Austral Resseguradora (AustralRe), launching Vinci Permanent Capital Solutions (VPCS), a new business vertical separate from Asset Management. The transaction is priced at 1.0x Tangible Book Value, with total consideration estimated at R$336 million after pre-closing capital distributions and extraordinary dividends. The estimated mix is approximately R$247 million in cash and 1.7 million new VINP Class A common shares; the final mix may vary based on the preferences of some minority shareholders. Closing is expected in the first quarter of 2027, subject to antitrust and regulatory approvals and customary conditions.

The transaction is expected to be immediately accretive to Distributable Earnings per share on a double-digit basis. AustralRe had R$3.0 billion in gross written premiums over the last twelve months and approximately R$1.8 billion in cash and investments as of June 2026; it operates across 16 Latin American countries. Under the planned reporting structure, GP Commitments move from Asset Management to VPCS, with associated realized and unrealized gains recognized in VPCS Net Income; only realized IRE affects Distributable Earnings, while unrealized IRE has no short-term impact.

Filing Explained

After the transfer, VPCS—not Asset Management—will honor future GP-commitment calls, with Asset Management cash flows allocated to shareholder returns or VPCS’s balance sheet.

The estimated 1.7 million-share component would increase VINP’s share count and reduce existing holders’ percentage ownership if issued at closing; the final cash/stock mix may vary with minority shareholders’ choices.

After the GP commitments transfer, VPCS will honor future capital calls, while Asset Management cash flows are to be directed to shareholder capital returns or VPCS’s balance sheet.

Estimated total consideration R$336 million After pre-closing capital distributions and extraordinary dividends
Estimated cash consideration Approximately R$247 million Estimated component of total consideration
New VINP Class A common shares 1.7 million shares Estimated component of total consideration
Transaction valuation 1.0x Tangible Book Value Stated transaction pricing
Expected Distributable Earnings per-share accretion Double-digit Expected to be immediate
Gross written premiums R$3.0 billion Over the last twelve months
Cash and investments Approximately R$1.8 billion As of June 2026
Expected closing First quarter of 2027 Subject to antitrust and regulatory approvals and other customary conditions
Tangible Book Value financial
"priced at 1.0x Tangible Book Value"
Tangible book value is the accounting measure of a company’s net worth after removing intangible items like goodwill, patents and trademarks, leaving only physical and financial assets minus liabilities. For investors it offers a clearer view of the company’s hard-asset backing per share—like estimating the cash you could get by selling the furniture, machinery and cash in a house—helping gauge downside risk and whether a stock may be cheaply valued.
Distributable Earnings financial
"accretive to Distributable Earnings per share"
Distributable earnings are the portion of a company’s reported profits that management determines is safe to pay out to shareholders after accounting for cash needs, required reserves, and non-cash bookkeeping items. Think of it like the money left in your household budget after paying bills and putting aside savings — it shows what can realistically be handed out as dividends or distributions and helps investors judge how sustainable and reliable future payouts may be.
GP Commitments financial
"GP Commitments move from Asset Management to VPCS"
Technical Reserves financial
"Premiums + Technical Reserves + Free Reserves"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is VINP paying to acquire AustralRe?

VINP’s agreed acquisition of AustralRe carries estimated total consideration of R$336 million, priced at 1.0x Tangible Book Value. The estimated mix is approximately R$247 million in cash and 1.7 million new VINP Class A common shares; some minority shareholders may choose cash or shares, so the final mix may vary.

When is VINP's acquisition of AustralRe expected to close?

Closing is expected in the first quarter of 2027, subject to antitrust and regulatory approvals and other customary closing conditions.

How will VINP report AustralRe and its GP commitments?

Under the planned structure, GP Commitments move from Asset Management to VPCS, with associated realized and unrealized gains recognized in VPCS Net Income. The presentation says only realized IRE affects Distributable Earnings; unrealized IRE has no short-term impact.

What limits AustralRe's capital support for VINP's GP commitments?

The expected use of AustralRe’s investable assets to support GP Commitments is subject to AustralRe’s investment policy, solvency and liquidity requirements, and applicable insurance regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates

 

 

 

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 October 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 October 21, 2026– Vinci Compass Announces the Launch of Vinci Permanent Capital Solutions With the Acquisition of AustralRe
99.2 Presentation dated October 21, 2026– Vinci Compass Announces the Launch of Vinci Permanent Capital Solutions With the Acquisition of AustralRe

 

 
 

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: October 21, 2026

 

 

 

 

Exhibit 99.1

 

 

 

VINCI COMPASS ANNOUNCES THE LAUNCH OF VINCI PERMANENT CAPITAL SOLUTIONS WITH THE ACQUISITION OF AUSTRALRE

 

•          Transaction launches Vinci Permanent Capital Solutions (“VPCS”), a new business vertical separate from the Asset Management division, building a clear and transparent segregation between the asset-light and balance sheet businesses;

•          AustralRe’s durable capital will fund Vinci Compass’ GP commitments as its investable assets grow, enabling Vinci Compass to seed new strategies and scale third-party fundraising organically, a true differentiator and competitive advantage for growth in Latin America;

•          Transaction is expected to be immediately accretive to Distributable Earnings per share at a double-digit rate.

 

RIO DE JANEIRO, October 21, 2026 -- Vinci Compass Investments Ltd. (NASDAQ: VINP) ("Vinci Compass," "the Firm," "we," "us," or "our"), the controlling company of a leading alternative investments and global solutions provider in Latin America, announced today an agreement (the “Transaction”) to acquire 100% of Austral Resseguradora (“AustralRe,” or “the Company”), one of the leading independent reinsurance platforms in Latin America. Upon closing of the Transaction (“Closing”), AustralRe will anchor Vinci Permanent Capital Solutions (“VPCS”), a new business vertical designed to combine AustralRe’s reinsurance franchise with a permanent capital base that supports Vinci Compass’ long-term growth across the region.

 

Founded in 2011 by Vinci Compass’ partners, alongside Vinci Capital Partners (“VCP”), the Firm’s Private Equity investment strategy, AustralRe is a leading independent reinsurance platform in Brazil, with operations across 16 countries in Latin America. The Company has established a track record of consistent growth, supported by disciplined underwriting and portfolio diversification, reaching R$3.0 billion in gross written premiums over the last twelve months and approximately R$1.8 billion in cash and investments as of June 2026.

 

“Today marks a transformational milestone in Vinci Compass’ history,” said Alessandro Horta, Chief Executive Officer of Vinci Compass. “AustralRe is a company we know deeply, having actively participated in its founding and served on its Board for fifteen years, helping build it into one of the most respected reinsurance franchises in Latin America. We are firm believers in the long-term growth of the business and the combination with Vinci Compass is a natural step to bolster both companies’ trajectories. Permanent capital represents a decisive competitive advantage, and the launch of Vinci Permanent Capital Solutions establishes a self-funding balance sheet that will support our next phase of growth in Latin America while reinforcing the strength of our asset-light Asset Management business.”

 

“Joining Vinci Compass marks an important new chapter for AustralRe,” said Bruno Freire, Chief Executive Officer of AustralRe. “Since our inception, we have built a disciplined, knowledge-driven underwriting franchise with strong relationships with leading insurers across the region. Becoming part of a fully integrated platform with a strong presence across Latin America and shared culture and set of principles will strengthen AustralRe’s long-term positioning, while preserving the underwriting discipline, customer focus and team that has driven the extensive track record. As part of a NASDAQ-listed group, AustralRe will benefit from access to a larger capital base, creating opportunities to accelerate the platform's growth.”

 

Strategic Rationale

 

• The Transaction establishes VPCS as a permanent capital platform anchored by AustralRe’s reinsurance business, separate from the existing Asset Management division. This creates a clear delineation between Vinci Compass' asset-light and balance sheet businesses and strengthens the Firm's competitive position in Latin America;

 

 

 

• Latin America is marked by longer capital cycles and higher GP commitment expectations. VPCS is expected to provide an efficient and stable source of long-term capital that may support Vinci Compass' GP commitments while preserving strategic flexibility across market cycles;

 

• AustralRe’s reinsurance operations generate a recurring and growing base of investable assets that is not subject to LP redemption cycles. This permanent asset base is expected to  allow Vinci Compass to support the seeding of new strategies, scale third-party fundraising and drive growth in Fee-earning AUM, Fee Related Revenues and Fee Related Earnings as AustralRe’s investable assets expand and subject to AustralRe’s investment policy, solvency and liquidity requirements and applicable insurance regulations;

 

• The Transaction is expected to be immediately accretive to Distributable Earnings per share on a double-digit basis.

 

Transaction Overview

 

The Transaction was priced at 1.0x Tangible Book Value, with a total consideration estimated at R$336 million, following pre-closing capital distributions and extraordinary dividends, estimated to be composed of approximately R$247 million in cash and 1.7 million in new VINP Class A common stock. The final cash/stock mix may vary depending on the preferences of some minority shareholders, who may choose to receive their consideration in cash or VINP Class A common stock.

 

Upon Closing, AustralRe will continue to be led by CEO Bruno Freire and its current senior management team, with no changes to its underwriting platform, risk management framework or client relationships.

 

The Transaction is expected to close in the first quarter of 2027, subject to antitrust and regulatory approvals and other customary Closing conditions.

 

Conference Call Information

 

Vinci Compass will host a conference call today, on October 21, 2026 at 5:00 pm ET to discuss the Transaction. A detailed presentation of the Transaction will be posted on Vinci Compass' IR website at www.ir.vincicompass.com/news-and-events/presentations/ and on the SEC website at www.sec.gov in advance of the conference call.

 

To access the conference call, please visit the Events section of the Company’s website at www.ir.vincicompass.com/news-and-events/events/. For those unable to listen to the live broadcast, a webcast replay will be available on 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 U.S., 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 June 2026, Vinci Compass had R$361 billion in assets under management and advisory.

 

About AustralRe

 

Founded in 2011, AustralRe is a leading independent reinsurance platform in Brazil, with operations across 16 countries in Latin America and offices in Rio de Janeiro, São Paulo and Bogotá. AustralRe underwrites a diversified portfolio across Property & Engineering, Life, P&C, Liability, Marine, Aviation & Cargo, and Surety, and holds ratings of brAAA from S&P (local scale) and A- from AM Best (global scale).

 

 

 

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 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

 

Prosek Partners

 

Trevor Gibbons (pro-vincicompass@prosek.com)

 

+1 (646) 818-9238

 

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

 

1 October 21, 2026 Vinci Compass Announces the Launch of Vinci Permanent Capital Solutions with the Acquisition of AustralRe

 
 

2 Vinci Compass Announces the Launch of Vinci Permanent Capital Solutions with the Acquisition of AustralRe Establishing a self - funding balance sheet to support Vinci Compass’ growth across Latin America Established track record of consistent growth, supported by disciplined underwriting and portfolio diversification Strong relationships with leading insurers, supported by a customer - oriented and knowledge - driven approach Experienced management team with deep industry expertise AustralRe is a leading independent reinsurance platform in Brazil, with operations across 16 countries in Latin America Leading Reinsurance Franchise Best - in - class Execution Broad Client Base Proven Leadership Closing Timeline Closing expected in the first quarter of 2027 Transaction Overview AustralRe at a Glance Note: As of June 30, 2026. 2 Strategic Acquisition Acquisition of a scaled, profitable and well - capitalized reinsurance platform in Latin America Fully Integrated Platform AustralRe joins Vinci Compass’ ecosystem, launching our new business vertical, Vinci Permanent Capital Solutions (VPCS) , separate from the existing Asset Management division, building a clear and transparent segregation between the asset - light and balance sheet businesses A Self - funding Platform Growth in AustralRe's investable assets directly expands our internal balance sheet, supporting Vinci Compass in seeding new strategies and scaling third - party fundraising organically Immediately Accretive The transaction strengthens earnings growth with an attractive double - digit accretion to Distributable Earnings per share In gross written premiums, diversified across products and geographies R$3.0bn Across LatAm 16 countries Local (S&P) and global (AM Best) ratings brAAA / A - In cash and investments R$1.8 bn Established track record Since 2011 2

 
 

3 3 Brazil 77% Colombia 7% Argentina 4% Mexico 4% Peru 2% Ecuador 2% Other 5% AustralRe : A Leading Independent Reinsurer with Strong Regional Presence Broad presence across Latin America Offices in Rio de Janeiro, São Paulo and Bogotá 16 Countries • AustralRe was founded in 2011 by Vinci Compass’ partners, alongside Vinci Capital Partners (“VCP”) Private Equity strategy as a co - investor, aiming to build a leading independent reinsurance platform in Brazil and Latin America • The company has grown to R$3.0 bn in written premiums, with a diversified portfolio across multiple lines of business and geographies • AustralRe is currently present in 16 countries in Latin America, with offices in Rio de Janeiro, São Paulo and Bogotá, supporting regional expansion • The company maintains strong credit ratings (S&P: brAAA local / AM Best: A - global) and has delivered consistent growth with record profitability in recent years Presence and GWP Breakdown Note: As of June 30, 2026. 2Q26 LTM G WP R$3. 0 bn Property & Engineering 30% P&C Latam 20% Life 13% Liability 11% Structured Reinsurance 10% Liability 7% Surety BR 5% Surety Latam 4% 2Q26 LTM G WP R$3. 0 bn 3

 
 

4 4 A 15 - Year Track Record of Entrepreneurial Growth… ​ 2011 Multiline Approach Founded by Vinci Compass' partners with co - investment from Vinci Capital Partners (VCP) Private Equity strategy Regulatory approval for the reinsurance business 2014 Equity Investment from IFC 2015 Started expansion in to other Latin America countries 1 2018 Austral Holding rating upgrade to brAAA 2019 Merger with Terra Brasis , c reating Brazil’s second - largest local reinsurer 2020 Austral Holding r eceived positive outlook 2021 Completed the incorporation of Markel Reinsurance Brazil 2022 Investments in selected growth opportunities and increased penetration across Latin America 2023 Austral Holding rating upgrade to A - 2024 Largest technical result in AustralRe ’s history to date 2025 Largest investment in technology dedicated to underwriting Another year of strong performance at AustralRe , with record net profit Beginning of operations From strategic vision to the creation of the 2 nd largest local reinsurer in Brazil 4 Note: ¹AustralRe has operating licenses in all countries in LatAm except for Chile, Uruguay and Venezuela.

 
 

5 5 …Built on a Customer - Oriented and Knowledge - Driven Culture Knowledgeable and experienced team, guided by strong entrepreneurial spirit and bold approach, delivering differentiated service and robust performance through disciplined risk - taking AustralRe’s DNA To continue growing and strengthening its business, AustralRe leverages its agility and adopts a bold, results - oriented approach, while maintaining a strong commitment to responsible practices and established principles and processes Strong Entrepreneurial Spirit Creative Knowledge and Austral Tech Real Partnerships Focus on Underwriting and Disciplined Risk - taking The company invests in knowledge, technology and leading professionals to maintain a culture of innovation. This commitment is reflected in the creation of the Austral Tech initiative with investments in an “AI - first” technology team and the development of a proprietary AI - powered pricing platform, alongside actuarial and dynamic financial tools By providing close, proactive and flexible service, AustralRe is able to better understand its clients’ needs and add significant value by delivering tailored solutions across multiple business lines The company demonstrates excellence in underwriting, driven by prudent practices and principles that prevent AustralRe from underwriting reinsurance treaties that do not benefit the company 5

 
 

6 Seasoned Leadership Team with Extensive Industry Experience Long - tenured senior leadership that has driven AustralRe's growth, backed by a team of +80 professionals Hernan Moreno LatAm Underwriting Director Maria Bárbara Brazil Treaty Underwriting Director Alessandra Monteiro Life Underwriting Director Brenda Cantisano Actuary and Analytics Director André Caldeira CFO Bruno Freire CEO Daniella Matos CRO Elias Silva Facultative Underwriting Director Amanda Torres Head of Claims and Operations 16 YEARS at AustralRe 2 YEARS at AustralRe 10 YEARS at AustralRe 9 YEARS at AustralRe 16 YEARS at AustralRe 4 YEARS at AustralRe 10 YEARS at AustralRe 15 YEARS at AustralRe 16 YEARS at AustralRe 25 YEARS of industry experience 20 YEARS of industry experience 10 YEARS of industry experience 18 YEARS of industry experience 28 YEARS of industry experience 25 YEARS of industry experience 38 YEARS of industry experience 15 YEARS of industry experience 20 YEARS of industry experience Underwriting Actuarial and Claims Finance, Accounting and FP&A Legal and Compliance Internal Audit Human Resources IT Risk FRONTOFFICE BACKOFFICE

 
 

AustralRe’s market share in premiums issued, up from 6 % in 2018 Market s hare gained over the period Rating upgrade, shifts in the competitive landscape and market hardening supported market share gains Note: Comparative analysis of the first semester of each year; Source: SUSEP, Table 2R ( SES_ValoresMovGrupos table). AustralRe Was Able to Capture a Growing Share of the Local Reinsurance Market ​ AustralRe market share in total premiums issued by local reinsurers 16% in 2026 + 10 p.p. Multiple growth drivers 7 6% 7% 6% 6% 9% 14% 16% 14% 16% 2018 2019 2020 2021 2022 2023 2024 2025 2026

 
 

8 8 45% 38% 16% 2% Underwriting Profit & Combined Ratio (R$ mm) Investment Portfolio Strategy Strong Profitability and Consistent Premium Growth ​ AustralRe has posted strong profitability, with leading ROE and premium growth in its markets BRL Floating rate (Government/corporate debt) USD (Government/High grade bonds) BRL Inflation (Government/corporate debt) Alternatives R$ 1.8 bn Gross Written Premium (R$ mm) Net Income & ROE (R$ mm) 8 38 35 41 97.6% 98.6% 98.4% 2024 2025 2Q26 LTM Underwriting Profit Combined Ratio 2,807 2,893 3,025 2024 2025 2Q26 LTM 75 93 93 18.7% 20.5% 18.5% 2024 2025 2Q26 LTM Net Income ROE

 
 

9 The Creation of Vinci Permanent Capital Solutions (VPCS)

 
 

10 10 AustralRe Morphs into Vinci Permanent Capital Solutions (VPCS) VPCS creates the cheapest possible funding for GP Commitment needs Why VPCS improves the competitive positioning of Vinci Compass Longer capital cycle in Latin America Limited secondary and securitization markets in LatAm constrain VC's ability to recycle the GP Commitments in the short term Bigger needs for skin - in - the - game GP Commitment expectations in LatAm tend to be higher than in developed markets Greater strategic flexibility Permanent capital enables Vinci Compass to support GP Commitments while preserving flexibility across market cycles 10

 
 

11 11 VPCS: Durable Capital to Support Vinci Compass' Growth What does this unlock? AustralRe underwrites Premiums + Technical Reserves + Free Reserves Permanent asset base AustralRe reserves can be used to support GP Commitments Vinci manages & originates AustralRe capital underwrites funds, within ALM/risk limits Third - party capital joins Vinci raises third - party capital alongside GP Commitment GP scales Increased FEAUM, Fee Related Revenues and Earnings Asset + Liability Engine 1 2 3 4 5 ‘ Durable Insurance Capital Supports Vinci Compass’ Strategies Leverages Third - party Fundraising Scales the GP 11

 
 

12 GP Commitments transferred from Asset Management to VPCS, with the associated realized and unrealized financial gains recognized within VPCS Net Income A New Reporting Structure: Asset Light + Balance Sheet NEW STRUCTURE Dual Reporting Following the transfer, financial results associated with the GP Commitments will be recognized within VPCS Net Income, rather than Asset M anagement cash earnings Transfer of GP Commitments from Asset Management to VPCS FRE + PRE + IRE FRE + PRE Third - party capital GP Commitments Only realized IRE impacts DE, while unrealized IRE has no short - term impact on DE FRE + PRE / DE VPCS NET INCOME Asset - light platform Third - party capital management Core Asset M anagement earnings Realized and unrealized financial gains Financial results recognized within VPCS Net Income NEW REPORTING STRUCTURE B ringing greater clarity, focus and recurrence to the asset management unit, as proprietary investment results migrate to VPCS Future capital calls will be honored by VPCS, while the Asset Management unit will direct cash flows to shareholder capital returns or an increase in VPCS’ balance sheet 12 Book Value CURRENT STRUCTURE Integrated Reporting Asset Management Asset Management Shareholder capital Returns 12

 
 

A dual reporting structure, with each business measured by the metrics that best reflect its economics A New Reporting Structure: Asset Light + Balance Sheet NEW STRUCTURE Dual Reporting 13 CURRENT STRUCTURE Integrated Reporting 13 Metric Vertical Fee Related Earnings (FRE) Asset Management ✓ Performance Related Earnings (PRE) Asset Management ✓ Distributable Earnings (DE) Asset Management ✓ Included only GP C ommitment realized gains VPCS Net Income VPCS Reported in ✓ Asset Management FRE ✓ Asset Management PRE ✓ Recurring fee - based earnings profile Asset Management DE VPCS Net Income ✓ AustralRe + VRS + GP C ommitments ( realized and unrealized gains ) Notes: ¹Accretion measured on a cash basis, excluding the unrealized appreciation of the closed - end funds portfolio, which is re cognized in VPCS Net Income. The new reporting structure will incorporate unrealized mark - to - market gains on GP Commitments, unlocking the value embedded in this component of the balance sheet • Captures AustralRe’s Net Income, GP Commitments (including realized and unrealized gains) and VRS • Makes unrealized GP Commitment gains visible Asset Management • Core Asset M anagement earnings with recurring fee - based earnings profile • Transfer of GP Commitments and VRS to VPCS VPCS NET INCOME Immediately accretive on a cash basis: double - digit accretion to DE/share¹

 
 

A strategic transaction at an attractive valuation, expected to be immediately accretive to Distributable Earnings per share and to strengthen Vinci’s long - term growth and strategic positioning Transaction Overview The Transaction was priced at 1.0x Tangible Book Value , with a total consideration estimated at R$336 million , following pre - closing capital distributions and extraordinary dividends, estimated to be composed of approximately R$247 million in cash and 1.7 million in new VINP Class A common stock The final cash/stock mix may vary depending on the preferences of some minority shareholders, who may choose to receive their consideration in cash or VINP Class A common stock Key Transaction Terms Leadership Team AustralRe will continue to be led by CEO Bruno Freire and its current senior management team With no changes to its underwriting platform, risk management framework or client relationships AustralRe will maintain dedicated committees, including independent members Financial Impact Immediately accretive to DE/share The transaction strengthens earnings growth with an attractive double - digit accretion for our Distributable Earnings per share The launch of VPCS and the dual reporting structure will bring to light the unrealized mark - to - market gains on GP Commitments, unlocking the value embedded in this component of the balance sheet Dividends Vinci Compass intends to distribute quarterly dividends at an amount equal to at least 80% of the post - tax FRE of its Asset Management business Timing Closing expected in early 2027 Subject to antitrust and regulatory approvals and and other customary conditions precedent 14

 
 

15 15 • Transaction creates an opportunity to establish a permanent capital vehicle (VPCS), which enhances competitiveness in the region • As part of a NASDAQ - listed group , AustralRe will benefit from access to a larger capital base • Transaction priced at 1.0x Tangible Book Value , offering reasonable entry levels for a high - quality reinsurance platform • Expected to be immediately accretive , supported by AustralRe’s profitability profile • AustralRe brings to Vinci relevant and continuous capital inflows , which are not subject to LP redemption cycles • The acquisition of AustralRe enhances Vinci Compass’ ability to deploy seed capital and leverages capital raising opportunities through a robust balance sheet • Every R$1 of AustralRe’s float can be the catalyst for at least R$13 of fee - paying AUM for Vinci using historical results • AustralRe has R$1.8bn in cash and investments , with a portion of its investment position available to support future GP Commitments from Vinci Compass Key Takeaways • Leading regional reinsurer (with local status in Brazil) with R$3.0bn in premiums , diversified across products and geographies in Latin America • Strong underwriting track record, recent record profitability and robust solvency , liquidity and investment portfolio optionality • Strong cash flow anchored on diversified and disciplined underwriting Permanent Capital at Scale to Support GP Commitments Creation of Vinci Permanent Capital Solutions (VPCS), with Immediate Distributable Earnings Accretion Scaled, Profitable and Well - capitalized Reinsurance Platform in Latin America 15

 
 

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