Companhia Aberta
CNPJ nº. 02.932.074/0001-91 NIRE 35.300.353.251
Código CVM nº. 21.431
MATERIAL FACTHypera S.A. ("Company") hereby informs its shareholders and the market that its Board of Directors approved, in a meeting held on the date hereof, an increase in the Company's share capital (the "Capital Increase"), within the limit set forth in Article 5, paragraph 1, of the Company's Bylaws, through the private subscription of up to 70,588,236 (seventy million, five hundred eighty-eight thousand, two hundred and thirty-six) common shares, at an issue price of R$21.25 (twenty-one reais and twenty-five cents) per share, for a total amount of up to R$1,500,000,015.00 (one billion, five hundred million and fifteen reais). The Capital Increase may be subject to partial ratification, provided that shares in a minimum aggregate amount of R$1,150,000,020.00 (one billion, one hundred fifty million and twenty reais) are subscribed (the "Minimum Amount").
The Capital Increase aims to strengthen the Company's capital structure, by reducing its net debt, contributing to the improvement of its operational and financial efficiency, in addition to the measures that have been adopted by Hypera's management since 2024, including the working capital optimization process concluded in 2025. This initiative will expand the Company's investment capacity in organic and inorganic growth opportunities.
The issue price was set in accordance with Article 170, paragraph 1, item III, of the Brazilian Corporate Law, considering the volume-weighted average trading price of the Company's shares over the last 30 trading sessions of B3 S.A. - Brasil, Bolsa, Balcão held between December 17, 2025 and February 2, 2026, applying a discount of 10.7%, with the purpose of encouraging the subscription of the new shares by the Company's shareholders.
The Company's controlling shareholder group, reiterating its long-term commitment to the Company, has undertaken to fully exercise its preemptive rights, as well as to participate in the allocation of unsubscribed shares in the Capital Increase, so as to ensure the contribution of the Minimum Amount to the Company, being that Votorantim S.A. has, in this context, undertaken to subscribe for shares in an amount of up to R$1,000,000,000.00 (one billion reais), subject to the availability of unsubscribed shares.
For more information about the Capital Increase, a notice to shareholders was disclosed on this date, available on the websites of the Company (https://ri.hypera.com.br/), CVM (gov.br/cvm) and B3 (b3.com.br), containing all procedures and deadlines for the exercise of preemptive rights, the subscription of any remaining shares, and other aspects applicable to the Capital Increase, pursuant to article 33, item XXXI and Exhibit E, of CVM Resolution No. 80/22.
São Paulo, February 3, 2026.
Hypera S.A.
Ramon Sanches Frutuoso Silva
Chief Financial and Investor Relations Officer