B3 S.A. - Brasil, Bolsa, Balcão
CNPJ nº 09.346.601/0001-25 NIRE 35.300.351.452
MATERIAL FACT
Non-compliance with the 2025 Payout Guidance
B3 S.A. - Brasil, Bolsa, Balcão ("B3" or "Company"), in compliance with item XXI of the sole paragraph of article 2 of CVM Resolution No. 44/21, and with the 2025 Annual Circular Letter issued by the Superintendence of Corporate Relations (SEP), hereby informs its shareholders and the market in general that, as stated in the Financial Statements for the fiscal year ended December 31, 2025, released on this date and as detailed in the table below, the Company closed the 2025 fiscal year with a payout of 137%, exceeding the guidance range previously disclosed through a Material Fact on December 23, 2025:
Guidance 2025 | Effective 2025 | |
Payout1 | 110% - 130% | 137% |
The deviation from the disclosed guidance is primarily attributable to the increase in the Social Contribution tax rate (CSLL), which required an update to the deferred tax related to the fiscal amortization of goodwill. This adjustment resulted in a non-cash negative accounting impact of approximately R$1.0 billion on the Company's net income for 2025, thereby increasing the percentage of net income distributed to shareholders beyond the level initially projected.
São Paulo, February 26, 2026
André Veiga MilanezChief Financial, Corporate and Investor Relations Officer
1Includes interest on capital, dividends, share repurchases, or other applicable instruments.