DATE, TIME, and PLACE: virtual meeting held on February 11, 2026, at 7:00 p.m., pursuant to article 18 of the Bylaws and article 17 of the Charter of the Board of Directors of TOTVS S.A. ("TOTVS", or the "Company").
- CHAIR AND SECRETARY: Chairman of the Board: Laércio José de Lucena Cosentino; Secretary: Téssie Massarão Andrade Simonato.
CALL AND ATTENDANCE: the corresponding call notice was duly sent pursuant to article 18, paragraph 1 of the Bylaws of TOTVS. All members of the Board of Directors (the "Board") were present, namely: Laércio José de Lucena Cosentino, Ana Claudia Piedade Silveira dos Reis, Edson Georges Nassar, Gilberto Mifano, Guilherme Stocco Filho, Isabella de Oliveira Vianna Cavalcanti Wanderley, and Tania Sztamfater Chocolat.
AGENDA: (I) the creation of a new Share Buyback Program for the shares issued by the Company ("2026 Share Buyback Program"); and (III) authorization for the Board of Executive Officers to perform any acts necessary and/or appropriate to carry out the aforementioned resolutions.
RESOLUTIONS: After discussions, the Board unanimously and without reservations approved:
The creation, under Article 30, §1, "b" of Law No. 6.404/76 and CVM Resolution No. 77/2022, of the 2026 Buyback Program, up to the limit of 20,000,000 (twenty million) ordinary shares ("Shares"), which may be used to promote efficient capital allocation and maximize shareholder value. The 2026 Share Buyback Program will be effective as of February 12, 2026, ending on February 12, 2027, as per the Announcement on Trading of Own Shares, which also includes pertinent information as per Annex G of CVM Resolution No. 80/2022, attached to these minutes. According to CVM Resolution No. 77/2022, the Company has 533,997,411 (five hundred and thirty-three million, nine hundred and ninety-seven thousand, four hundred and eleven) outstanding shares. The purchases will be debited from the capital reserve account recorded in the financial statements for the fourth quarter of 2025. The operations will be conducted through one or more of the following financial institutions: BTG Pactual Corretora de Valores S.A. (BTG Pactual CTVM S.A.), inscribed in the corporate taxpayers register (CNPJ) under number 43.815.158/0001-22, with registered office at Ave. Brigadeiro Faria Lima, 3.477, 14º floor (part), Zip Code 04538-133, in the city and state of São Paulo; and ITAÚ
Corretora de Valores S.A., inscribed in the corporate taxpayers register (CNPJ) under number 61.194.353/0001-64, with registered office at Ave. Brigadeiro Faria Lima, 3500, 3rd floor, Zip Code 04538-132, in the city and state of São Paulo.
It is hereby resolved that the Company's Board of Executive Officers is authorized to take all measures necessary to implement the resolutions adopted herein (including those required to comply with the Company's Disclosure of Material Information and Securities Trading Policy, especially item 5.2 thereof, with respect to trading in shares by related persons during the period in which the Share Buyback Program 2026 approved herein remains in effect), as well as to determine the timing and the number of shares issued by the Company to be acquired, always within the authorized limits.
- APPROVAL AND SIGNATURE OF THESE MINUTES: there being no
further business to address, the Chairman called the meeting to a close. These minutes were read and approved with no reservations by all those present. We certify that this is a free translation of the original minutes drawn up in the Company's records.
São Paulo, February 11, 2026.
[Signatures on the next page]
[Signatures page of the Minutes of the Board of Directors' Meeting of TOTVS S.A. held on February 11, 2026]
Chair and Secretary:
Laércio José de Lucena Cosentino Chairman | Téssie Massarão Andrade Simonato Secretary |
Board members present:
Laércio José de Lucena Cosentino | Ana Claudia Piedade Silveira dos Reis |
Edson Georges Nassar | Gilberto Mifano |
Guilherme Stocco Filho | Tania Sztamfater Chocolat |
Isabella de Oliveira Vianna Cavalcanti Wanderley
TOTVS S.A.Corporate Taxpayer ID (CNPJ/MF): 53.113.791/0001-22 Company Registry (NIRE): 35.300.153.171
Publicly-Held Company
NOTICE ON TRADING OF SHARES ISSUED BY THE COMPANY
TOTVS S.A. (B3: TOTS3) ("TOTVS" or "Company"), in compliance with CVM Resolution 80/2022, hereby provides the following information established in Appendix G on the trading of shares issued by the Company.
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Justify in detail the objective of the operation and the expected economic effects
The objective of the operation is the acquisition of shares, by the Company, to maximize the generation of shareholder value, to promote efficient allocation of capital and may be, the Shares, held in treasury, canceled or sold in accordance with the law.
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Inform the number of shares (i) outstanding and (ii) already held in treasury
Currently, the Company has 533,997,411 (five hundred and thirty-three million, nine hundred and ninety-seven thousand, four hundred and eleven) outstanding shares and 11,752,804 (eleven million, seven hundred and fifty-two thousand, eight hundred and four) already held in treasury.
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Inform the number of shares that can be acquired or sold
The Company may acquire up to 20,000,000 (twenty million) of its common shares.
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Describe the main characteristics of the derivative instruments that the company may use, if applicable
Not applicable, since the Company will not use derivative instruments in this operation.
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Describe, if any, any voting agreements or guidance between the company and the other parties to the operations
Not applicable, since the Company will conduct the operations on the stock exchange and does not know the other parties in the operations.
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If the operations are conducted outside the organized securities markets, inform: a. the maximum (minimum) price of acquisition (sale) of shares; and b. if applicable, the reasons that justify the execution of the operation at prices more than ten percent (10%) higher, in case of acquisition, or more than ten percent (10%) lower, in case of sale, considering the weighted average price in the ten (10) previous trading sessions
Not applicable, since the operations will be conducted within an organized market (B3 S.A. -Brasil, Bolsa, Balcão).
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Inform, if any, the impacts that the operation will have on shareholding control or management structure of the entity:
Not applicable, since the Company has no defined control nor expect any impacts of the operation on the shareholding or management structure of the entity.
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Identify the other parties, if known, and, if they are parties related to the company as defined in the accounting rules addressing this matter, also provide the information required by article 9 of CVM Resolution 81 of March 29, 2022.
Not applicable, since the Company will conduct the operations on the stock exchange and does not know the other parties in the operations.
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Indicate the allocation of funds raised, if applicable
Not applicable, given that, for the time being, the trading is restricted to the acquisition of shares. The shares acquired may remain in the treasury for cancellation or subsequent sale. The decision on the cancellation or sale of these shares will be taken in due course and communicated to the market.
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Indicate the maximum period to settle the authorized operations
The acquisitions under the program approved will be conducted within 12 (twelve) months, from February 12, 2026 until February 12, 2027.
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Identify the institutions that will act as intermediaries, if any
The following financial institutions will act as intermediaries in the operations involving the acquisition of shares:
BTG Pactual Corretora de Valores S.A. (BTG Pactual CTVM S.A.), inscribed in the corporate taxpayers register (CNPJ) under number 43.815.158/0001-22, with registered office at Ave. Brigadeiro Faria Lima, 3477, 14thfloor (part), Zip Code 04538-133, in the city and state of São Paulo.
ITAÚ Corretora de Valores S.A., inscribed in the corporate taxpayers register (CNPJ) under number 61.194.353/0001-64, with registered office at Ave. Brigadeiro Faria Lima, 3500, 3rdfloor, Zip Code 04538-132, in the city and state of São Paulo.
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Specify the resources available to be used, pursuant to article 8, paragraph 1 of CVM Resolution 77 of March 29, 2022
The acquisitions will be made by debiting the capital reserve account recorded in the fourth quarter of 2025 financial statements, which had a balance of R$2,357 million, as disclosed on February 11, 2026 on the websites of CVM and B3 S.A. - Brasil, Bolsa, Balcão, through the Periodical Information System (IPE).
- Specify the reasons why the board of directors feels comfortable that the share repurchase will not jeopardize the fulfillment of obligations to creditors or the payment of fixed or minimum mandatory dividends
The Board of Directors believes that the Company's general financial situation and liquidity cover the disbursement of amounts required for the share buyback and for meeting the objectives proposed herein.
According to the fourth quarter of 2025 financial statements, the Company has funds available for the buyback, with a cash balance of R$1.413 million and current liabilities amounting to R$1,462 million, (excluding, from such amount, R$651 million corresponding to the price of the Remaining Acquisition, relating to the acquisition of shares representing 37.5% of the total and voting share capital of DIMENSA S.A., as approved at the Board of Directors' Meeting held on February 2, 2026, resulting, therefore, in current liabilities of R$810 million), apart
from the recent history of annual cash generation that is significantly higher than the amount that can be used to repurchase all the shares covered by the program.
As such, the Board of Directors believes that the share repurchase (i) will not jeopardize the performance of obligations to creditors or the payment of mandatory dividends; and (ii) promote efficient allocation of capital and maximize the generation of shareholder value.