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BRBI BR Partners S.A.

For the period ended Dec 31, 2025. Filed Apr 30, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Apr 30, 2026

BRBI$7.31+0.9%Stored close · as of Nov 6, 2026
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As filed with the Securities and Exchange Commission on April 30, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:

BRBI BR Partners S.A.

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant’s name into English)

Federative Republic of Brazil

(Jurisdiction of incorporation or organization)

**3,732, Floor 28, CEP 04538-132

Avenida Brigadeiro Faria Lima

São Paulo, Brazil

**(Address of Principal Executive Offices)

José Flávio Ferreira Ramos, Chief Financial Officer

3,732 Avenida Brigadeiro Faria Lima,

**Floor 28, CEP 04538-132

São Paulo, Brazil

Telephone:+55 (11) 3704-1000

Email: ri@brpartners.com.br

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on which Registered
Units, each composed of one common share, no par value, and two preferred shares, no par value--Nasdaq Stock Market LLC1
Common Shares, no par value--
Preferred Shares, no par value--
American Depositary Shares, each representing four units (or a right to receive four units), each of which is composed of one common share, no par value, and two preferred shares, no par value, of BRBI BR Partners S.A.BRBINasdaq Stock Market LLC
1Not for trading, but only in connection with the listing of the American Depositary Shares on the Nasdaq Stock Market LLC.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

At December 31, 2025, there were 200,546,184 common shares, with no par value and 114,440,928 preferred shares, with no par value, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging growth company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial ReportingOther ☐
Standards as issued by the International
Accounting Standards Board ☒

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐ Item ‎17☐ Item ‎18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

TABLE OF CONTENTS

INTRODUCTIONii
PRESENTATION OF FINANCIAL AND OTHER INFORMATIONiii
CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTSiv
Item 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
Item 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
Item 3.KEY INFORMATION1
Item 4.INFORMATION ON THE COMPANY37
ITEM 4A.UNRESOLVED STAFF COMMENTS90
Item 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS90
Item 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES111
Item 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS120
Item 8.FINANCIAL INFORMATION123
Item 9.THE OFFER AND LISTING126
Item 10.ADDITIONAL INFORMATION129
Item 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK144
Item 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES144
Item 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES147
Item 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS147
Item 15.CONTROLS AND PROCEDURES147
Item 16.[RESERVED]147
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT147
ITEM 16B.CODE OF ETHICS148
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES148
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES148
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS148
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT148
ITEM 16G.CORPORATE GOVERNANCE149
ITEM 16H.MINE SAFETY DISCLOSURE152
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS152
ITEM 16J.INSIDER TRADING POLICIES153
ITEM 16K.CYBERSECURITY153
Item 17.FINANCIAL STATEMENTS155
Item 18.FINANCIAL STATEMENTS155
Item 19.EXHIBITS155
SIGNATURES156
INDEX TO FINANCIAL STATEMENTSF-1

i

PART I

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.