重大事件
外國發行人報告
6-K
2026-08-05
AGI公布中期業績 上市集資2.4億美元後首份財報
AI 繁中摘要
AGI Inc(紐交所代號:AGBK)提交 6-K 文件,公布截至 2026 年 6 月 30 日止三個月及六個月未經審核中期業績。集團為開曼群島控股公司,透過 Agi Financial Holding 全資持有巴西 Banco Agibank S.A.,主要提供個人信貸、薪資貸款、信用卡及存款服務。
📌 重點事件
集團於 2026 年 2 月完成首次公開招股(IPO),在紐約證券交易所上市,以每股 12.00 美元發行 2,000 萬股 A 類普通股,集資總額約 2.4 億美元,扣除開支後淨額約 2.267 億美元(折合約 12.396 億巴西雷亞爾)。
展開英文正文
EX-99.1
2
ex99-1.htm
EX-99.1
REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
To the Management and Shareholders of
AGI Inc
Introduction
We
have reviewed the accompanying interim
condensed consolidated financial statements of AGI Inc (the “Company”) as at June 30,
2026, which comprise the interim consolidated
statement of financial position as at June 30, 2026 and the related interim consolidated statements of profit or loss and of comprehensive
income for the three and six-month periods then ended, changes in equity and cash
flows for the six months period then ended and explanatory notes.
Management is
responsible for the preparation and presentation of this interim
financial information in accordance with IAS
34 Interim Financial Reporting, issued
by the International Accounting Standards Board (IASB). Our
responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our
review in accordance with International Standard
on Review Engagements 2410 - Review
of Interim Financial Information Performed by the Independent Auditor of the Entity.
A review of
interim financial information consists
of making inquiries, primarily of persons responsible for financial and accounting matters,
and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with
International Standards on Auditing and consequently does not enable
us to obtain assurance
that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusion
Based on our review, nothing has come to our attention
that causes us to believe that the accompanying interim
condensed consolidated financial statements are not prepared,
in all material respects, in accordance with
IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB).
/s/ Ernst & Young Auditores Independentes S/S Ltda.
São Paulo, Brazil
August 05, 2026
Index to Notes to the Unaudited Interim Condensed
Consolidated Financial Statements
Unaudited Interim Consolidated Statement of Financial Position
3
Unaudited Interim Consolidated Statement of Profit or Loss
4
Unaudited Interim Consolidated Statement of Comprehensive Income
5
Unaudited Interim Consolidated Statement of Changes in Equity
6
Unaudited Interim Consolidated Statement of Cash Flows
7
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
8
1. General Information
8
1.1 Initial Public Offering (“IPO”)
9
1.2 Corporate Reorganization and Capital Restructuring
9
2. Basis of preparation
10
3. Summary of significant accounting policies
13
4. Significant accounting judgements, estimates and assumptions
13
5. Cash and Cash Equivalents
14
6. Financial Instruments
14
6.1 Financial assets measured at fair value through profit or loss (FVTPL)
14
6.2 Financial Assets Measured at Amortized Cost
16
6.3 Allowance for Expected Credit Losses expense in the income statement
20
6.4 Financial Liabilities Measured at Amortized Cost
22
6.5 Financial Instruments Measured at fair value through profit or loss - Derivative Financial Instruments – Hedge
24
7. Income Taxes, Social Contribution and Other Taxes
28
8. Property and Equipment
29
9. Intangible Assets
30
10. Leases
30
11. Other Assets
31
12. Provision for contingencies
32
13. Other Liabilities
33
14. Obligations related to credit assignments
33
15. Equity
34
16. Net Interest Income
38
17. Operating Expenses and other Revenues
38
18. Other income (expenses), net
39
19. Related parties
39
20. Non-cash items
40
21. Sensitivity analysis
40
22. Capital Management
43
23. Risk Management and Financial Instruments
45
Unaudited Interim Consolidated Statement of Financial
Position
As of June 30, 2026 and December 31, 2025
(In thousands of Brazilian reais - R$, unless
otherwise stated)
Assets
Note
June 30, 2026
December 31, 2025
Cash and balances with banks
5
752,128
327,293
Financial assets
47,179,352
44,360,860
At fair value through profit or loss
6.1
1,890,820
3,102,639
At amortized cost
6.2
45,288,532
41,258,221
Securities
4,279,830
2,474,971
Debentures
6,159,546
5,681,078
Compulsory deposits with the Brazilian Central Bank
-
660,772
Loans to customers
37,075,843
34,855,041
(-) Allowance for expected credit loss
6.3
(2,226,687)
(2,413,641)
Deferred tax assets
7
1,318,487
1,447,319
Property and equipment
8
101,903
92,413
Intangible assets
9
227,683
182,205
Right-of-use assets
10
200,969
211,697
Other assets
11
1,328,526
1,115,565
Total assets
51,109,048
47,737,352
Liabilities
Financial Liabilities
31,586,524
31,894,161
At fair value through profit or loss
6.5
270,262
115,077
At amortized cost
6.4
31,316,262
31,779,084
Demand deposits and Time deposits
18,980,916
20,850,682
Funds from acceptances and issuance of securities
6,285,038
6,170,529
Loans and borrowing
1,502,534
747,088
Debt issued and other borrowed funds
756,614
759,339
Repurchase agreements
300,009
-
Debentures (from Repurchase Agreements)
3,491,151
3,251,446
Provision for contingencies
12
322,471
310,343
Other liabilities
13
880,014
1,330,741
Obligations related to credit assignments
14
13,158,101
10,397,345
Lease liabilities
10
237,923
248,280
Deferred tax liabilities
7
124,800
382,874
Total liabilities
46,309,833
44,563,744
Equity
Share capital
40
2,622,165
Share Premium reserve
3,910,989
-
Treasury shares
(16,965)
(1,297)
Reserves
519,185
544,194
Retained earnings
386,811
11,825
Other comprehensive income
(845)
(3,279)
Total equity
15
4,799,215
3,173,608
Total liabilities and equity
51,109,048
47,737,352
2q263
Unaudited Interim Consolidated Statement of Profit
or Loss
For the three and six-month periods ended June 30, 2026
and 2025
(In thousands of Brazilian reais - R$, unless
otherwise stated)
Three-month period ended
Six-month period ended
Note
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Interest income using the effective interest method
16
2,830,085
2,216,083
5,540,204
4,281,193
Interest expense using the effective interest method
16
(1,734,565)
(1,131,320)
(3,361,876)
(2,081,406)
Net interest income
1,095,520
1,084,763
2,178,328
2,199,787
Gain on financial assets at fair value through profit or loss
205,333
87,926
391,081
131,798
Commissions, banking fees and other revenues from services
17.a
135,552
206,520
236,267
522,415
Operating income
1,436,405
1,379,209
2,805,676
2,854,000
(-) Expected credit losses
6.3
(562,210)
(351,478)
(1,061,191)
(712,932)
Personnel expenses
17.c
(131,525)
(143,919)
(222,095)
(231,488)
Selling, general and administrative expenses
17.b
(470,128)
(330,964)
(851,958)
(648,793)
Tax expenses
17.d
(109,897)
(118,354)
(220,943)
(266,214)
Depreciation and amortization
(57,791)
(48,456)
(111,478)
(95,385)
Operating expenses
(1,331,551)
(993,171)
(2,467,665)
(1,954,812)
Net operating income
104,854
386,038
338,011
899,188
Other income (expenses), net
18
10,122
(19,020)
(6,963)
(20,500)
Income before income tax and social contribution
114,976
367,018
331,048
878,688
Current income tax and social contribution
7
84,466
(58,742)
(95,217)
(292,851)
Deferred income tax and social contribution
7
834
(44,340)
150,980
34,568
Net income for the period
200,276
263,936
386,811
620,405
Attributable to the owners of the parent
200,276
262,747
386,811
612,730
Attributable to non-controlling interests
-
1,189
-
7,675
Basic and diluted earnings per share – R$
Common shares
15
1.40
1.94
2.79
4.72
2q264
Unaudited Interim Consolidated Statement of Comprehensive
Income
For three and six-month periods ended June 30, 2026
and 2025
(In thousands of Brazilian reais - R$, unless
otherwise stated)
Three-month period ended
Six-month period ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Net income for the period
200,276
263,936
386,811
620,405
Items that may be reclassified to profit or loss
2,629
(18,094)
2,434
(55,611)
Fair value changes in cash flow hedges
4,781
(32,900)
4,426
(101,111)
(-) Tax effect
(2,152)
14,806
(1,992)
45,500
Subtotal
2,629
(18,094)
2,434
(55,611)
Total comprehensive income
202,905
245,842
389,245
564,794
Comprehensive income attributable to the equity owners of the parent.
202,905
244,653
389,245
557,119
Comprehensive income attributable to non-controlling interests
-
1,189
-
7,675
2q265
Unaudited Interim Consolidated Statement of Changes
in Equity
For the six-month period ended June 30, 2026 and
2025
(In thousands of Brazilian reais - R$, unless
otherwise stated)
Share capital
Share Premium Reserve
Treasury shares
Reserves
Retained earnings
Other Comprehensive income
Total
Non - Controlling Interests
Total equity
Balances as of December 31, 2024
1,673,000
-
(1,157)
587,670
52,726
49,852
2,362,091
114,623
2,476,714
Net income for the period
-
-
-
-
612,730
-
612,730
7,675
620,405
Cash flow hedge, net
-
-
-
-
-
(55,611)
(55,611)
-
(55,611)
Capital increase
20,000
-
-
380,000
(382,800)
-
17,200
(17,200)
-
Usufruct dividends
-
-
-
-
(103,811)
-
(103,811)
-
(103,811)
Treasury shares
-
-
1,157
(344)
-
-
813
-
813
Acquisition of Control
-
-
-
-
104,475
-
104,475
(104,475)
-
Balances as of June 30, 2025
1,693,000
-
-
967,326
283,320
(5,759)
2,937,887
623
2,938,510
Balances as of December 31, 2025
2,622,165
-
(1,297)
544,194
11,825
(3,279)
3,173,608
-
3,173,608
Capital restructuring
(2,622,130)
2,829,584
1,297
(25,009)
(11,825)
-
171,917
-
171,917
Issuance of common shares – Series A
5
1,239,643
-
-
-
-
1,239,648
-
1,239,648
Transactions costs from IPO
-
(165,585)
-
-
-
-
(165,585)
-
(165,585)
Partnership program exercised (note 19b)
-
7,347
-
-
-
-
7,347
-
7,347
Net income for the period
-
-
-
-
386,811
-
386,811
-
386,811
Cash flow hedge, net
-
-
-
-
-
2,434
2,434
-
2,434
Repurchase of Treasury shares
-
-
(16,965)
-
-
-
(16,965)
-
(16,965)
Balances as of June 30, 2026
40
3,910,989
(16,965)
519,185
386,811
(845)
4,799,215
-
4,799,215
2q266
Unaudited Interim Consolidated Statement of Cash
Flows
For the three and six-month periods ended June 30,
2026 and 2025
(In thousands of Brazilian reais - R$, unless
otherwise stated)
June 30, 2026
June 30, 2025
Net income
386,811
620,405
Expected credit losses
1,061,191
712,932
Depreciation and amortization
111,478
95,385
Provision for contingencies
126,936
144,856
Deferred income tax and social contribution
(150,980)
(34,568)
Interest on leases
16,564
15,532
Results on disposal of property and equipment and intangible assets
12,216
300
Interest expense on loans and borrowings
31,775
29,819
Net changes in operating assets and liabilities
(Increase)/decrease in:
Financial assets measured at fair value through other comprehensive income
-
(926)
Financial assets measured at fair value through profit or loss
1,541,106
(1,963,533)
Financial assets measured at amortized cost
(5,316,142)
(8,554,996)
Other assets
66,851
(309,066)
Demand deposits
220,364
41,607
Debt issued and other borrowed funds and debentures
236,980
(25,774)
Increase/(decrease) in:
Other liabilities
(270,577)
333,873
Obligations related to credit assignments
2,760,756
2,154,689
Provisions for contingencies
(114,808)
(85,303)
Time customer deposits
(2,090,130)
3,645,595
Repurchase agreements
300,009
-
Funds from acceptances and issuance of securities
114,509
2,256,332
Derivative instruments
(179,052)
236,830
Income tax and social contribution paid
(397,596)
(263,436)
Net cash flows (used in) operating activities
(1,531,739)
(949,447)
Investment activities
Purchase of property and equipment
(33,706)
(15,235)
Purchase of intangible assets
(113,604)
(64,221)
Net cash (used in) investing activities
(147,310)
(79,456)
Financing Activities
Issuance of shares under IPO
1,239,643
-
Transactions costs from IPO
(110,420)
-
Repurchase of treasury shares
(11,055)
-
Loan proceeds
1,048,283
440,625
Payment of borrowings
(204,826)
(286,852)
Interest in borrowings paid
(34,837)
(13,948)
Payment of lease liabilities
(47,544)
(41,088)
Payment of usufruct dividends
-
(103,881)
Net cash flows from provided by financing activities
1,879,244
(5,144)
Increase/(Decrease) in cash and cash equivalents
200,195
(1,034,047)
Cash and cash equivalents at the beginning of the period
853,279
1,405,410
Cash and cash equivalents at the end of the period
1,053,474
371,363
Increase / (decrease) in cash and cash equivalents
200,195
(1,034,047)
2q267
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
Notes to the Unaudited Interim Condensed Consolidated Financial
Statements
1.General Information
AGI Inc (the “Company” or “Group”,
when taken together with its subsidiaries) is a Cayman Islands holding company, incorporated on September 2, 2021. On February 11, 2026,
as part of a corporate reorganization carried out in connection with the Company’s international listing process, the shares of
Agi Financial Holding S.A. were contributed to AGI Inc, which became the direct controlling shareholder of Agi Financial Holding S.A.
AGI Inc has control of 100% of the shares of Agi Financial Holding S.A., which in turn holds 100% of the shares of Banco Agibank S.A.
The Group aims to provide a broad financial
services platform, including personal credit, payroll loans, credit card and payroll credit card operations, as well as demand and time
deposits, investments, insurance, among others.
The issuance of
these financial statements was authorized by the Executive Board on August 5, 2026.
(a)Banco Agibank S.A. (“Bank”):
The Company’s indirectly held subsidiary,
Banco Agibank S.A. ("Agibank" or the "Bank") was established following the transfer of control of Banco Gerador S.A.
from its former shareholders to its then-parent company, Agipar Holding S.A., under a purchase and sale agreement and other covenants
signed on May 2, 2016. The transaction was approved by the Central Bank of Brazil (BACEN), along with the Bank’s business continuity
plan, on July 26, 2016.
On August 16, 2016, Banco Gerador S.A. was
renamed Banco Agiplan S.A. Subsequently, on January 10, 2018, the name was changed to Banco Agibank S.A., with BACEN’s approval
granted on January 24, 2018.
Agibank operates as a commercial bank, offering
personal credit, payroll loans, credit cards, and payroll credit cards, as well as raising demand and time deposits. Since April 5, 2021,
the Bank’s headquarters have been located at Rua Sérgio Fernandes Borges Soares, No. 1,000, Building 12 E-1, Industrial District,
Campinas, São Paulo.
(b)Agibank Management Ltd. “Agi
Asset”:
In March 2026, Agibank
launched Agibank Asset Management Ltd. (“Agi Asset”), a new business vertical focused on asset management and private credit
products. The initiative marks the beginning of the Bank’s expansion into wholesale banking activities, leveraging its credit expertise
to structure Fundo de Investimento em Direitos Creditórios (FIDCs) and to facilitate companies’ access to the capital markets.
(c)Fundo de investimentos em Direitos
Creditórios Agibank II “FIDC II”:
In April 22, 2026,
Class A Quotas of the Fundo de Investimento em Fundos de Investimentos em Direitos Creditórios Agibank II ("FIDC") began
to be consolidated. The Group holds 100% of the subordinated quotas of the FIDC, which absorb first losses and are entitled to the residual
returns of the fund, thereby exposing the Group to substantially all variable returns generated by the underlying credit portfolio and
supporting the conclusion that the Group retains substantially all risks and rewards associated with its operations.
2q268
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
(d) Agibank Crédito
Privado Fundo de Investimento Financeiro Multimercado “Agibank FIFM”:
On March 16, 2026,
the Agibank Crédito Privado Fundo de Investimento Financeiro Multimercado “Agibank FIFM” was established as an open-ended
multimarket investment fund. The fund has an indefinite term, a single-class structure with subclasses, and is intended for qualified
investors. The Group holds 100% of the fund's shares, which exposes it to substantially all variable returns generated by the fund's portfolio,
supporting the conclusion that the Group retains substantially all risks and rewards associated with its operations and, accordingly,
the Agibank FIFM is consolidated in the Group's financial statements.
(e) Agibank Seleção
FIC FIDC – Responsabilidade Limitada “FIC FIDC”:
On June 22, 2026,
Agibank Seleção FIC FIDC – Responsabilidade Limitada (“FIC FIDC”) was established as an open-ended fund
of investment in credit rights investment funds (FIC FIDC). The fund is consolidated by the Group for financial reporting purposes.
The fund has an
indefinite term, a single-class structure, and is intended for qualified investors. Its investment objective is to provide capital appreciation
primarily through investments in quotas of credit rights investment funds (FIDCs), in accordance with the investment limits and eligibility
criteria established in its regulations.
1.1Initial Public Offering (“IPO”)
On February, 2026,
AGI Inc completed its Initial Public Offering (IPO). A total of 20,000,000 Class A common shares were offered by the Company.
The initial public
offering price was US$12.00 per Class A common share, for gross proceeds of US$240,0 million. The Company received net proceeds of US$
226,7 million (or R$ 1,239,6 million), after deducting US$ 13,3 million (or R$ 68,7 million) in underwriting discounts and commissions
and US$ 11,3 million (or R$ 58,7 million) of other offering expenses.
On the three-month
period ended June 30, 2026, the Company deducted US$ 7,4 million (or R$ 38,2 million) of other offering expenses.
The Class A common
shares were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form F-1
(Registration No. 333-292720), which was declared effective by the Securities and Exchange Commission in February, 2026. The common shares
have been traded on the New York Stock Exchange (NYSE) since February 11, 2026, under the symbol "AGBK".
In connection with
the corporate reorganization completed on February 11, 2026, the financial statements of AGI Inc were prepared using the predecessor basis
of accounting.
1.2Corporate Reorganization and Capital Restructuring
In connection with
the corporate reorganization completed on February 11, 2026, in which AGI Inc became the direct controlling shareholder of Agi Financial
Holding S.A., the Group’s equity structure was reorganized to reflect the share capital structure of AGI Inc. As the financial
statements are prepared using the predecessor basis of accounting, the historical equity balances of Agi Financial Holding S.A. were
reclassified within equity.
2q269
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
As part of this
process, the historical share capital of Agi Financial Holding S.A. was adjusted to reflect the par value structure of AGI Inc’s
shares. This resulted in a transfer of share capital of R$ 2,622,165. Historical balances of reserves, retained earnings and other comprehensive
income of Agi Financial Holding S.A., including retained earnings of R$ 11,825 as of December 31, 2025, were reclassified within equity
as part of the new capital structure.
Additionally, treasury
shares previously recognized at the level of Agi Financial Holding S.A. were derecognized and replaced by the treasury shares position
of AGI Inc, resulting in a net movement of R$ 1,297 in treasury shares. These adjustments represent equity reclassifications associated
with the corporate reorganization and had no impact on the Group’s total shareholders’ equity.
2.Basis of preparation
The unaudited interim condensed consolidated
financial statements were prepared in accordance with IAS 34 Interim Financial Reporting, as issued by the International Accounting Standards
Board ("IASB"),
The preparation of the financial statements,
in accordance with IFRS Accounting Standards, requires management to make judgments, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities, revenues, costs and expenses. Current results could differ from
the estimates. The use of judgments or estimates relevant to the financial statements are presented in each note below.
The accounting policies and criteria adopted
in the preparation of the consolidated financial statements for the three-month period ended June 30, 2026 and for the six-month period
ended June 30, 2026 and 2025 are consistent with those applied in the preparation of the Group’s annual consolidated financial statements
for the year ended December 31, 2025.
New standards, interpretations and amendments
adopted by the Group
The accounting policies adopted in the preparation
of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s
annual consolidated financial statements for the year ended 31 December 2025, except for the adoption of new standards effective as of
1 January 2026. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
Classification and Measurement of Financial
Instruments – Amendments to IFRS 9 and IFRS 7
In May 2024, the IASB issued Amendments to IFRS
9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the Amendments). The Amendments include:
·Clarifications of the requirements
for recognition and derecognition of financial assets and financial liabilities. In particular, a financial liability is derecognised
on the ‘settlement date’ and an accounting policy choice is introduced (if specific conditions are met) to derecognise financial
liabilities settled using an electronic payment system before the settlement date
2q2610
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
·Additional guidance on how the
contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed
·Clarifications on what constitute
‘non-recourse features’ and what are the characteristics of contractually linked instruments The introduction of disclosures
for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value
through other comprehensive income (OCI).
The amendments had no impact on the Group’s
interim condensed financial statements.
Annual Improvements to IFRS accounting Standards
– Volume 11
In July 2024, the IASB issued nine narrow scope
amendments as part of its periodic maintenance of IFRS accounting standards. The amendments include clarifications, simplifications, corrections
or changes to improve consistency in IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial instruments:
Disclosure and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements
and IAS 7 Statements of Cash Flows.
The amendments had no impact on the Group’s
interim condensed financial statements.
Contracts Referencing Nature-dependent Electricity
– Amendments to IFRS 9 and IFRS 7
In December 2024, the IASB issued Amendments to
IFRS 9 and IFRS 7 - Contracts Referencing Nature dependent Electricity. The amendments apply only to contracts that reference nature-dependent
electricity, and they:
·Clarify the application of the
‘own-use’ requirements for in-scope contracts
·Amend the designation requirements
for a hedged item in a cash flow hedging relationship for in-scope contracts
·Add new disclosure requirements
to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows.
The amendments had no impact on Group’s interim
condensed financial statements.
Corporate reorganization
These condensed and consolidated financial statements
have been prepared on a predecessor basis, reflecting the results and financial position of Agi Financial Holding S.A. as if they had
always been part of AGI Inc, given that AGI Inc was established solely as a holding company and currently holds 100% of the share capital
of Agi Financial Holding S.A. Accordingly, AGI Inc is considered, in substance, a continuation of the existing holding structure for all
periods presented.
2q2611
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
These interim condensed consolidated financial
statements include the following companies, headquartered in Brazil:
Subsidiaries
June, 30 2026
December, 31 2025
Banco Agibank S.A.
100.00%
100.00%
Agi Financeira S.A. – Sociedade De Crédito, Financiamento E Investimento
100.00%
100.00%
Agibank Corretora de Seguros Sociedade Simples Ltda.
100.00%
100.00%
Telecontato Call Center e Telemarketing Ltda.
100.00%
100.00%
Hypeflame Tecnologia e Big Data Ltda.
100.00%
100.00%
Soldi Promotora de Vendas Ltda.
100.00%
100.00%
Promil Promotora de Vendas Ltda.
100.00%
100.00%
Agiplan Serviços de Cobrança Ltda.
100.00%
100.00%
Neo Núcleo de Excelência Operacional Ltda.
100.00%
100.00%
Agi Marketplace Ltda.
100.00%
100.00%
A House Agência de Publicidade Ltda.
100.00%
100.00%
Agi Corretora de Seguros Digital Ltda.
100.00%
100.00%
Agi Financial Holding S.A.
100.00%
2.68%
Fundo de Investimento em Direitos Creditórios Agibank I (“FIDC”)
15.45%
15.45%
Agibank Asset Management Ltda.
100.00%
100.00%
Agibank
Crédito Privado Fundo de Investimento Financeiro Multimercado ("Agibank FIFM")
100.00%
-
Fundo de Investimento em Direitos Creditórios Agibank II (“FIDC II”)
15.22%
-
Agibank Seleção FIC FIDC – Responsabilidade Limitada (“FIC FIDC”)
100.00%
-
In the interim condensed consolidation process,
all balances and transactions among the entities under common control, including intercompany transactions and balances of their respective
subsidiaries, have been eliminated to present a single set of financial statements as if they were a single economic entity.
During the current reporting period, the Group
began to consolidate of Agibank Crédito Privado Fundo de Investimento Financeiro Multimercado and Agibank Seleção
FIC FIDC – Responsabilidade Limitada, an investment fund under its control. Accordingly, the fund’s assets, liabilities, income,
expenses, balances, and transactions have been included in the consolidated financial statements, and all intercompany balances and transactions
have been eliminated to present the financial position and results of operations as those of a single economic entity.
(a)Functional and presentation
currency
The financial statements are presented in thousands
of Brazilian reais (R$ - BRL), rounded to the nearest thousand, which is the Group’s functional currency.
2q2612
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
(b)Segment Reporting
For management purposes, the Bank’s Management
has determined that it has only one operating segment related to the banking business. The Bank provides a standardized set of financial
products and services exclusively to individuals, mainly focused on credit, including digital accounts, cards, payroll and personal loans,
and insurance offered through partners.
All products present similar economic characteristics,
are directed to the same type of customer, use integrated distribution channels, and operate under the same regulatory environment. Consequently,
the Bank does not manage its activities by business lines, customer categories, products, regions or any other segmentation for purposes
of resource allocation or performance assessment.
Accordingly, operating results are monitored and
presented to the Chief Operating Decision Maker on a consolidated basis.
No single customer contributed 10% or more to the
Group condensed or consolidated revenue for the period ended June 30, 2026 and 2025.
Most of the Group’s assets are located in
Brazil and all of the Group’s revenue is derived from customers located in Brazil.
3.Summary of significant accounting policies
The accounting policies adopted in the preparation
of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s
annual consolidated financial statements for the year ended 31 December 2025. The Company has not early adopted any standard, interpretation
or amendment that has been issued but is not yet effective.
4.Significant accounting judgements, estimates and assumptions
The significant accounting judgements and estimates
adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation
of the Group’s annual consolidated financial statements for the year ended December 31, 2025, except for the change in accounting
estimate described below.
On March, 2026, the Company revised the delinquency
horizon used in its write-off assessment for certain credit portfolios, reducing the threshold from 360 days to 270 days past due. The
revision was supported by internal studies demonstrating a better alignment with the observed behavior of the portfolio, the renewal cycles
of the underlying transactions, and the Institution's credit risk management practices.
2q2613
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
5.Cash and Cash Equivalents
Comprise cash at banks and on hand in national
or foreign currency, and investments in interbank deposits, whose maturity of operations on the effective date of investment is equal
to or less than 90 days and present an insignificant risk of change in fair value, being used for managing short-term commitments.
As of
June 30, 2026
December 31, 2025
Cash and balances with banks in local currency
751,429
326,592
Cash and balances with banks in foreign currency
699
701
Total cash and balances with banks
752,128
327,293
Interbank investments (1)
301,346
525,986
Total cash and cash equivalents
1,053,474
853,279
(1)Highly liquid Investments with a maturity equal to or less
than 90 days readily convertible into a known amount of cash and subject to an insignificant risk of changes in fair value (see note 6.2).
6.Financial Instruments
6.1Financial assets measured at fair value through profit
or loss (FVTPL)
Breakdown of Financial Assets Measured at Fair Value Through Profit or
Loss (FVTPL)
As of,
June 30, 2026
December 31, 2025
Derivatives
579,869
250,582
Investments fund quotas(1)
45,189
13,987
Investment securities - Letters of Credits (LF)
50,397
210,891
Investment securities - National Treasury Bills (LTN)
272,550
646,754
Investment securities - Financial Treasury Bills (LFT)
824,167
1,722,314
Investment securities - National Treasury Notes (NTN)
253
139,335
Mexican government securities – CETES
119,028
119,384
(-) Adjustments of hedge items – CETES (Note 6.5.d)
(633)
(608)
Total
1,890,820
3,102,639
(1) Refers substantially to amounts
invested in the investment fund, remunerated at the DI rate (the Brazilian interbank deposit rate), where the Group holds participation
units. The underlying assets of the fund comprise public and private securities and repo with high liquidity (Level 1).
2q2614
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
Fair Value of Financial Assets Measured at Fair Value Through
Profit or Loss (FVTPL)
As of June 30, 2026
Fair Value
Level 1
Level 2
Level 3
Total
Derivatives
-
579,869
-
579,869
Investments fund quotas
45,189
-
-
45,189
Investment securities - Financial Bills (LF)
50,397
-
-
50,397
Investment securities - National Treasury Bills (LTN)
272,550
-
-
272,550
Investment securities - Financial Treasury Bills (LFT)
824,167
-
-
824,167
Investment securities - National Treasury Notes (NTN)
253
-
-
253
Mexican government securities – CETES, net of adjustments of hedge instruments
118,395
-
-
118,395
Total
1,310,951
579,869
-
1,890,820
As of December 31, 2025
Fair Value
Level 1
Level 2
Level 3
Total
Derivatives
-
250,582
-
250,582
Investments fund quotas
13,987
-
-
13,987
Investment securities - Financial Bills (LF)
210,891
-
-
210,891
Investment securities - National Treasury Bills (LTN)
646,754
-
-
646,754
Investment securities - Financial Treasury Bills (LFT)
1,722,314
-
-
1,722,314
Investment securities - National Treasury Notes (NTN)
139,335
-
-
139,335
Mexican government securities – CETES, net of adjustments of hedge items
118,776
-
-
118,776
Total
2,852,057
250,582
-
3,102,639
Maturity of Financial Assets Measured at Fair Value Through
Profit or Loss (FVTPL)
As of June 30, 2026
Less than 12 months
1 - 3 years
3 - 5 years
Over 5 years
Total
Derivatives
579,869
-
-
-
579,869
Investments fund quotas
45,189
-
-
-
45,189
Investment securities - Financial Bills (LF)
37,559
12,838
-
-
50,397
Investment securities - National Treasury Bills (LTN)
-
3,255
269,295
-
272,550
Investment securities - Financial Treasury Bills (LFT)
12,830
42,116
6,981
762,240
824,167
Investment securities - National Treasury Notes (NTN)
253
-
-
-
253
Mexican government securities – CETES, net of adjustments of hedge items
118,395
-
-
-
118,395
Total
794,095
58,209
276,276
762,240
1,890,820
As of December 31, 2025
Less than 12 months
1 - 3 years
3 - 5 years
Over 5 years
Total
Derivatives
250,582
-
-
-
250,582
Investments fund quotas
13,987
-
-
-
13,987
Investment securities - Financial Bills (LF)
38,742
172,149
-
-
210,891
Investment securities - National Treasury Bills (LTN)
-
-
646,754
-
646,754
Investment securities - Financial Treasury Bills (LFT)
-
186,660
1,535,654
-
1,722,314
Investment securities - National Treasury Notes (NTN)
-
-
-
139,335
139,335
Mexican government securities – CETES, net of adjustments of hedge items
-
118,776
-
-
118,776
Total
303,311
477,585
2,182,408
139,335
3,102,639
2q2615
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
6.2Financial Assets Measured at Amortized Cost
Breakdown of Financial Assets at Amortized Cost
As of
June 30, 2026
December 31, 2025
Held to collect contractual cash flows
Personal credit
5,571,174
6,073,632
Payroll loans to customers
28,451,691
25,808,985
Payroll credit cards
2,448,996
2,375,184
Credit card
11,722
13,868
Others
74,452
93,449
(-) Allowance for Expected Credit Losses
(2,226,687)
(2,413,641)
Subtotal
34,331,348
31,951,477
Premium paid on the acquisition of credit portfolios
679,050
562,892
(+/-) Adjustment of credit portfolios – hedge object (Note 6.5.d)
(161,242)
(72,969)
Subtotal
34,849,156
32,441,400
Investment securities
Investment securities - National Treasury Notes (NTN)
7,757
2,413
Investment securities - Financial Treasury Bills (LFT)
-
11,311
Investments - Bearer Note(1)
424,857
-
Official Credit (ICO) – Spanish Government
1,381,110
1,511,389
(-) Adjustment of hedge items - Official Credit (ICO) – Spanish Government (Note 6.5.d)
(14,645)
(112)
Subtotal
1,799,079
1,525,001
Repurchase Agreements
Investment securities - National Treasury Notes (LTN) – Note 5
-
256,000
Investment securities - Financial Treasury Bills (LFT) – Note 5
301,346
269,986
Subtotal
301,346
525,986
Pledged of collateral
Government Bonds – KDB – Korea Development Bank
-
289,509
Investment securities - Financial Treasury Bills (LFT)
57,891
42,818
Investment securities - National Treasury Notes (NTN)
89,204
91,657
Official Credit (ICO) – Spanish Government
1,232,653
-
Securities Provided as Collateral – Bearer Note
799,657
-
Subtotal
2,179,405
423,984
Debentures
6,159,546
5,681,078
Subtotal
6,159,546
5,681,078
Compulsory deposits with the Brazilian Central Bank
-
660,772
Subtotal
-
660,772
Total
45,288,532
41,258,221
1)An international fixed-income
instrument issued in bearer form, representing a debt obligation of the issuer, subject to the contractual terms and conditions governing
interest remuneration and maturity
2q2616
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
Fair Value of Financial Assets Measured at Amortized Cost
Set out below is a comparison, by class, of the carrying amounts and fair values of the Group’s financial instruments measured at
amortized cost, other than those with carrying amounts that are reasonable approximations of fair values:
June 30, 2026
Carrying Amount
Fair Value
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Investment securities
Investment securities - National Treasury Notes (NTN)
7,757
-
-
7,757
7,696
-
-
7,696
Investments - Bearer Note
-
424,857
-
424,857
-
424,857
-
424,857
Official Credit (ICO) – Spanish Government, net of adjustment of hedge items
1,366,465
-
-
1,366,465
1,366,465
-
-
1,366,465
Subtotal
1,374,222
424,857
-
1,799,079
1,374,161
424,857
-
1,799,018
Repurchase Agreements
Investment securities - Financial Treasury Bills (LFT)
301,346
-
-
301,346
301,346
-
-
301,346
Subtotal
301,346
-
-
301,346
301,346
-
-
301,346
Pledged of collateral
Investment securities - Financial Treasury Bills (LFT)
57,891
-
-
57,891
57,965
-
-
57,965
Investment securities - National Treasury Notes (NTN)
89,204
-
-
89,204
88,506
-
-
88,506
Official Credit (ICO) – Spanish Government
1,232,653
-
-
1,232,653
1,232,653
-
-
1,232,653
Securities Provided as Collateral – Bearer Note
-
799,657
-
799,657
-
799,657
-
799,657
Subtotal
1,379,748
799,657
-
2,179,405
1,379,124
799,657
-
2,178,781
Debentures
-
-
6,159,546
6,159,546
-
-
6,159,546
6,159,546
Subtotal
-
-
6,159,546
6,159,546
-
-
6,159,546
6,159,546
Total
3,055,316
1,224,514
6,159,546
10,439,376
3,054,631
1,224,514
6,159,546
10,438,691
2q2617
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
December 31, 2025
Carrying Amount
Fair Value
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Investment securities
Investment securities - National Treasury Notes (NTN)
2,413
-
-
2,413
2,344
-
-
2,344
Investment securities – Financial Treasury Bills (LFT)
11,311
-
-
11,311
11,335
-
-
11,335
Official Credit (ICO) – Spanish Government, net of adjustment of hedge items
1,511,277
-
-
1,511,277
1,511,277
-
-
1,511,277
Subtotal
1,525,001
-
-
1,525,001
1,524,956
-
-
1,524,956
Repurchase Agreements
Investment securities - National Treasury Bills (LTN)
256,000
-
-
256,000
257,708
-
-
257,708
Investment securities - Financial Treasury Bills (LFT)
269,986
-
-
269,986
270,989
-
-
270,989
Subtotal
525,986
-
-
525,986
528,697
-
-
528,697
Pledged of collateral
Government Bonds – KDB – Korea Development Bank
289,509
-
-
289,509
289,509
-
-
289,509
Investment securities - Financial Treasury Bills (LFT)
42,818
-
-
42,818
42,818
-
-
42,818
Investment securities - National Treasury Notes (NTN)
91,657
-
-
91,657
91,657
-
-
91,657
Subtotal
423,984
-
-
423,984
423,984
-
-
423,984
Debentures
-
-
5,681,078
5,681,078
-
-
5,681,078
5,681,078
Subtotal
-
-
5,681,078
5,681,078
-
-
5,681,078
5,681,078
Compulsory deposits with the Brazilian Central Bank
660,772
-
-
660,772
660,772
-
-
660,772
Subtotal
660,772
-
-
660,772
660,772
-
-
660,772
Total
3,135,743
-
5,681,078
8,816,821
3,138,409
-
5,681,078
8,819,487
The debentures classified within Level 3 of the fair value hierarchy
were measured using valuation techniques based on unobservable inputs, in accordance with IFRS 13 – Fair Value Measurement.
The Company classified these financial instruments within Level
3 due to the absence of an active market for trading and the lack of sufficient observable inputs to support measurement based exclusively
on market data.
Fair value was determined using a discounted cash flow methodology,
taking into consideration, among other assumptions:
·expected contractual cash flows;
·a discount rate consistent with the issuer's credit risk;
·the remaining term of the instrument;
·specific terms and conditions of the issuance; and
·internal estimates of risk and liquidity.
The assumptions used involve significant management judgment and, therefore,
changes in these estimates may have a material impact on the amounts determined.
As of the reporting date, there were no transfers between levels of the fair
value hierarchy.
2q2618
AGI Inc
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the three and six-month periods ended June 30, 2026 and 2025
(In thousands of Brazilian reais - R$, unless otherwise stated)
Maturity of Financial Assets Measured
at Amortized Cost
June 30, 2026
Product
Less than 12 months
1-3 years
3-5 years
Over 5 years
Total
Personal credit
2,973,322
2,302,336
182,256
113,260
5,571,174
Payroll loans to customers
4,242,394
7,599,109
7,457,322
9,152,866
28,451,691
Payroll credit card
375,383
727,274
917,003
429,336
2,448,996
Credit card
11,681
41
-
-
11,722
Investment securities - National Treasury Notes (NTN)
96,961
-
-
-
96,961
Official Credit (ICO) – Spanish Government, net of adjustment of hedge items
2,599,118
-
-
-
2,599,118
Investment securities - Financial Treasury Bills (LFT)
339,952
19,285
-
-
359,237
Debentures
-
2,472,563
1,600,502
2,086,481
6,159,546
Investments – Bearer Note
424,857
-
-
-
424,857
Securities Provided as Collateral – Bearer Note
799,657
-
-
-
799,657
Others
74,452
-
-
-
74,452
Total
11,937,777
13,120,608
10,157,083
11,781,943
46,997,411
December 31, 2025
Product
Less than 12 months
1-3 years
3-5 years
Over 5 years
Total
Personal credit
3,200,346
2,568,374
198,904
106,008
6,073,632
Payroll loans to customers
4,117,773
6,490,325
6,778,144
8,422,743
25,808,985
Payroll credit card
322,321
614,738
909,149
528,976
2,375,184
Credit card
13,788
37
32
11
13,868
Investment securities - National Treasury Notes (NTN)
94,070
-
-
-
94,070
Investment securities - National Treasury Bills (LTN)
256,000
-
-
-
256,000
Official Credit (ICO) – Spanish Government, net of adjustment of hedge items
1,511,277
-
-
-
1,511,277
Government Bonds – KDB – Korea Development Bank
289,509
-
-
-
289,509
Investment securities - Financial Treasury Bills (LFT)
324,115
-
-
-
324,115
Debentures
189,752
-
3,361,772
2,129,554
5,681,078
Compulsory deposits with the Brazilian Central Bank
660,772
-
-
-
660,772
Others
93,442
7
-
-
93,449
Total
11,073,165
9,673,481
11,248,001
11,187,292
43,181,939
Reconciliation of Financial Assets Measured at Amortized Cost
June 30, 2026
Product
Stage 1
Stage 2
Stage 3
Total
Exposure of credit loans to customers with credit granting characteristics
34,010,356
1,172,544
1,375,135
36,558,035
Other financial assets at amortized cost
10,439,376
-
-
10,439,376
(-) Allowance for expected credit losses
(561,919)
(523,380)
(1,141,388)
(2,226,687)
Credit limits granted and not used¹
(3,028)
(1,123)
(181)
(4,332)
Total
43,884,785
648,041
233,566
44,766,392
¹ Refers to credit limits granted and not used under 'Other
liabilities - expected credit losses, note 13.
December 31, 2025
Product
Stage 1
Stage 2
Stage 3
Total
Exposure of credit loans to customer with credit granting characteristics
31,663,353
1,287,563
1,414,204
34,365,120
Other