Zenvia (NASDAQ: ZENV) restructures BRL 253M Movidesk earnout with equity option

Rhea-AI Filing Summary

Zenvia Inc. renegotiated Movidesk’s earnout obligations totaling approximately BRL 253 million, spreading payments over 72 months with final maturity in December 2032. The company obtained an option to convert about BRL 100 million of this debt into equity, which may reduce future cash outflows.

Under the new schedule, Zenvia will pay BRL 2 million per month from January to December 2026 and BRL 3 million per month from January to December 2027. The remaining balance will be amortized in 60 fixed monthly installments from January 2028 through December 2032, easing short‑term payment pressure while clearly defining longer‑term obligations.

Insights

Debt capital markets analyst

Zenvia stretches a BRL 253M liability to 2032 and adds equity conversion flexibility.

The company reprofiled Movidesk’s earnout of approximately BRL 253 million into a structured 72‑month schedule with final maturity in December 2032. Front‑loaded installments of BRL 2 million in 2026 and BRL 3 million in 2027 then step down into a longer 60‑month tail.

An option to convert roughly BRL 100 million of the total debt into equity introduces a potential shift from cash obligations to shareholder dilution, depending on how and when Zenvia exercises it. Near‑term liquidity pressures may ease due to the extended timeline, while longer‑term impact will depend on operational performance and any future decision to use the conversion feature.

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 February 2026

 Commission File Number 001-40628

Zenvia Inc.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Avenida Paulista, 2300, 18th Floor, Suite 182

São Paulo, São Paulo, 01310-300

Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

Zenvia announces successful renegotiation of Movidesk’s earnout

São Paulo, February 3, 2026 – Zenvia Inc. (NASDAQ: ZENV), the leading cloud-based CX platform in Latin America, empowering companies to transform their customer journeys, today announced the successful renegotiation of Movidesk’s earnout, in the total outstanding amount of approximately BRL 253 million (two hundred and fifty three million Brazilian reais). Payment terms were extended to a total of 72 months, with final maturity in December 2032, with Zenvia's option to convert approximately BRL 100 million of total debt into equity, subject to certain conversion periods agreed between the parties. Per the terms of the agreement, (i) BRL 2 million will be paid in each of 12 fixed monthly installments from January 2026 until December 2026, (ii) BRL 3 million will be paid in each of 12 fixed monthly installments from January 2027 until December 2027, and (iii) the remaining installments will be paid in 60 fixed monthly installments from January 2028 until December 2032.

Contacts

Investor Relations Piero Rosatelli

ir@zenvia.com  

About ZENVIA

Zenvia (NASDAQ: ZENV) is a technology company dedicated to creating a new world of experiences. It focuses on enabling companies to create personalized, engaging and fluid experiences across the entire customer journey, all through its unified, multi-channel customer cloud solution. Boasting two decades of industry expertise, almost 10,000 customers and operations throughout Latin America, Zenvia enables businesses of all segments to amplify brand presence, escalate sales, and elevate customer support, generating operational efficiency, productivity and results, all in one place. To learn more and get the latest updates, visit our website and follow our social media profiles on LinkedIn, Instagram, TikTok and YouTube.

SIGNATURES

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, thereto duly authorized.

Date: February 3, 2026

Zenvia Inc.

By: /s/ Cassio Bobsin            

Name: Cassio Bobsin

Title: Chief Executive Officer

FAQ

What did Zenvia Inc. (ZENV) change in Movidesk’s earnout terms?

Zenvia renegotiated Movidesk’s earnout of approximately BRL 253 million, extending payment over 72 months with final maturity in December 2032. The new schedule replaces the prior structure with clearly defined monthly installments through 2026, 2027 and 2028–2032.

How will Zenvia Inc. (ZENV) pay the renegotiated Movidesk earnout?

Zenvia will pay BRL 2 million in 12 monthly installments from January–December 2026 and BRL 3 million in 12 monthly installments from January–December 2027. The remaining balance will be paid in 60 fixed monthly installments from January 2028 through December 2032.

What is the size of the Movidesk earnout renegotiated by Zenvia (ZENV)?

The renegotiated Movidesk earnout totals approximately BRL 253 million. This full amount is now structured into a 72‑month payment schedule, with specific monthly installments in 2026 and 2027 and a longer series of fixed payments from 2028 to 2032.

Does Zenvia (ZENV) have an option to convert Movidesk earnout debt into equity?

Yes. Zenvia obtained an option to convert approximately BRL 100 million of the total Movidesk earnout debt into equity. This conversion is subject to agreed conversion periods between the parties, creating potential future dilution instead of cash repayment for that portion.

When does the renegotiated Movidesk earnout for Zenvia (ZENV) mature?

The renegotiated Movidesk earnout matures in December 2032. Payments are staged, with fixed monthly installments in 2026 and 2027, followed by 60 monthly installments from January 2028 until maturity, providing a long‑term amortization profile for the liability.