Irb Brasil Resseguros SaBMFBOVESPA: IRBR3

Material Fact - Share Buyback

· Issued by Irb Brasil Resseguros Sa
IRB-BRASIL RESSEGUROS S.A. Corporate Taxpayer's ID (CNPJ): 33.376.989/0001- 91 State Registry (NIRE): 333.0030917-9 Publicly Held Company with Authorized Capital MATERIAL FACT Share Buyback Rio de Janeiro, December 15, 2025 - IRB-Brasil Resseguros S.A. (B3: IRBR3) ("IRB Re" or the "Company"), pursuant to CVM Resolution No. 44/2021, hereby informs its shareholders and the market in general that the Company's Board of Directors, at a meeting held on this date, authorized the repurchase of shares of its own issuance outstanding in the market, as detailed below:
  1. Purpose: Acquisition of common shares issued by the Company, without capital reduction, to be held in treasury and subsequently delivered to beneficiaries of the long-term incentive mechanisms provided for in the Share-Based Incentive Plan approved at the Company's Extraordinary General Meeting held on November 3, 2025.
  2. Number of shares:
    1. In circulation: 81,838,786 shares, as defined in CVM Resolution No. 77 of March 29, 2022 ("RCVM 77");
    2. In treasury: none; and
    3. To be acquired: The number of shares to be acquired under the Share Repurchase Program shall be limited to 4,092,144 common, registered, book-entry shares with no par value issued by the Company, representing 5% of the Company's total shares. The actual repurchase will depend, among other factors, on the number of shares held in treasury by the Company at the time of trading and the balance of available funds, to comply with the limits set forth in RCVM 77 and other applicable regulations.
  3. Term: 18 months, from December 16, 2025 to May 16, 2027.
  4. Intermediary institutions (brokerage firms): The acquisition transactions will be carried out on the stock exchange through the following broker: BTG Pactual Corretora de Títulos e Valores Mobiliários S.A..


The information required under RCVM 77 is available as an attachment to the minutes of the Board of Directors Meeting published on the websites of the CVM (gov.br/cvm) and the Company (ri.irbre.com).

IRB-BRASIL RESSEGUROS S.A. Marcos Pessôa de Queiroz Falcão

Chief Executive Officer Investor Relations Officer



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