AGI Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

OR

OR

OR

Commission file number:001-43114

**AGI INC

**(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

**Rua Sergio Fernandes Borges Soares,1000, Prédio E1

Campinas, SP 13054-709, Brazil

(Address of principal executive offices)

Marcello Winnik Dubeux

Chief Financial Officer

Tel.: +55 (19) 3031-4000

**Rua Sergio Fernandes Borges Soares,1000, Prédio E1

Campinas, SP 13054-709, Brazil

(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:

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.

The number of outstanding shares as of December 31, 2025 was 58,700,711 Class A common shares and 101,229,359 Class B common shares.

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 ☒

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” 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.

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 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.☐

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 Reporting Standards as issued by the International Accounting Standards Board

☐ Other

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

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Presentation of Financial and Other Information

All references to “U.S. dollars,” “dollars” or “$” are to the U.S. dollar. All references to “real,” “reais,” “Brazilianreal,” “Brazilianreais,” or “R$” are to the Brazilianreal, the official currency of Brazil. All references to “IFRS” are to IFRS Accounting Standards, as issued by the International Accounting Standards Board, or the IASB.

Financial Statements

We were incorporated on September 2, 2021, as a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies, to become the holding entity of Agi Financial Holding S.A. The contribution of the quotas of Agi Financial Holding S.A. to us took place before the consummation of our initial public offering on February 11, 2026, or “IPO”.

We maintain our books and records in Brazilianreais, the presentation currency for our financial statements and also the functional currency of our operations in Brazil. Our annual consolidated financial statements were prepared in accordance with IFRS. Unless otherwise noted, our consolidated statement of financial position information presented herein as of December 31, 2025 and 2024, and the consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 are stated in Brazilianreais, our reporting currency.

Unless otherwise noted, the consolidated financial information contained in this annual report is derived from the audited consolidated financial statements of Agi Financial Holding S.A., our predecessor entity, as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, together with the notes thereto, or our audited consolidated financial statements. All references herein to “our financial statements,” “our consolidated financial information” or “our audited consolidated financial statements” are to Agi Financial Holding S.A.’s consolidated financial statements included elsewhere in this annual report.

This financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this annual report.

Our fiscal year ends on December 31. References in this annual report to a fiscal year, such as “fiscal year 2025,” relate to our fiscal year, the 12 months ended December 31, 2025.

Corporate Events

Merger of Nuova Holding S.A. into Agibank Brazil

Agibank Brazil is a privately held financial holding company and the holder of 100% of the outstanding share capital of Banco Agibank S.A., or Banco Agibank. In turn, Nuova Holding S.A., or Nuova, was a privately held, non-financial holding company controlled by our controlling shareholder, Mr. Marciano Testa. On September 30, 2024, Nuova was merged with and into Agibank Corretora de Seguros Sociedade Simples Ltda., or Agibank Corretora, a subsidiary of Banco Agibank. As a result, Agibank Corretora (which has since been merged with and into Banco Agibank) assumed control of Nuova and its subsidiaries—such merger, the Nuova Merger. As a result, these entities became indirect subsidiaries of Banco Agibank.

Since the entities within the Agibank group were under common control both prior to and after the Nuova Merger, this corporate reorganization did not qualify as a business combination under IFRS 3 – Business Combinations. Under IFRS, there is no specific guidance applicable to business combinations of entities under common control, as IFRS 3 excludes business combinations between such entities from its scope. Due to the lack of specific guidance, we established an accounting policy as required by IAS 8 — Accounting Policies, Changes in Accounting Estimates and Errors. As a result, we accounted for the corporate reorganization using the predecessor method of accounting by measuring the assets and liabilities of Nuova at their previous carrying amounts, as the entities within the Agibank group are controlled by the same shareholders.

Accordingly, our consolidated financial statements included elsewhere in this annual report reflect (i) the consolidated operations of Agibank Brazil and its subsidiaries as of December 31, 2025 and 2024, for the three-month period from October 1, 2024 to December 31, 2024 and for the year ended December 31, 2025, and (ii) the combined operations of Agibank Brazil and Nuova and their respective subsidiaries as of December 31, 2023, for the nine months ended September 30, 2024 and for the year ended December 31, 2023.

Incorporation of AGI Inc and Corporate Reorganization

We are a Cayman Islands exempted company incorporated with limited liability on September 2, 2021. Prior to our initial public offering and the Share Contribution, we had not commenced operations and only had nominal assets and liabilities and no material contingent liabilities or commitments.

Prior to our initial public offering, the outstanding share capital of Agibank Brazil was held by Mr. Marciano Testa (our chairman and chief executive officer), certain investment funds affiliated with Vinci Compass Investments Ltd., or Vinci Compass, and Lumina Capital Management Ltda., or Lumina (our investor shareholders) and certain members of our senior management who acquired shares through our partnership program, in addition to a minority stake being held by AGI Inc. As part of our initial public offering, all of the shares in Agibank Brazil held by its then shareholders (other than by AGI Inc) were contributed to us. In return for this contribution, we issued 38,700,711 new Class A common shares to such shareholders in a one-to-6.1 exchange for each Agibank Brazil share contributed to us (except with respect to Mr. Marciano Testa, to whom we issued 101,229,359 new Class B common shares to such shareholder in a one-to-6.1 exchange for each Agibank Brazil share contributed to us). We refer to these transactions in this annual report as the “Share Contribution.” Following the Share Contribution, Agibank Brazil has become our principal operating subsidiary in Brazil.

After accounting for the new Class A common shares that were issued and sold by us in our initial public offering, we have a total of 159,930,070 common shares issued and outstanding. 63.3% of these shares are Class B common shares, all of which are beneficially owned by Mr. Marciano Testa, and 36.7% of these shares are Class A common shares beneficially owned by the former shareholders of Agibank Brazil and by investors purchasing in our initial public offering.

Please refer to the information in “Item 3D. Organizational Structure—Our Corporate Structure” for an overview of our organizational structure after giving effect to the Share Contribution.

Financial Information in U.S. Dollars

Solely for the convenience of the reader, we have translated some of thereal amounts included in this annual report fromreais into U.S. dollars. You should not construe these translations as representations by us that the amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Unless otherwise indicated, we have translatedreal amounts into U.S. dollars using a rate of R$5.5024 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2025 as reported by the Central Bank of Brazil (Banco Central do Brasil).

Implications of Being a Controlled Company

Mr. Marciano Testa, our controlling shareholder, controls a majority of the voting power of our common shares. As a result, we are a “controlled company” as defined under the NYSE listing rules because our controlling shareholder holds more than 50% of the voting power for the election of directors. As a “controlled company,” we may elect not to comply with certain corporate governance standards. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Common Shares—We are a “controlled company” within the meaning of the NYSE listing standards and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.”

Special Note Regarding Non-IFRS Financial Measures

This annual report presents our risk-adjusted net income margin, or Risk-Adjusted NIM, which is a non-IFRS financial measure, and a reconciliation thereof for the convenience of investors. A non-IFRS financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. Risk-Adjusted NIM, however, should be considered in addition to, and not as a substitute for or superior to, net income (loss), or other measures of the financial performance prepared in accordance with IFRS. Furthermore, non-IFRS financial measures should not be interpreted as indicators of future performance and may not reflect the impact of regulatory, macroeconomic or operational changes on our business, financial condition or results of operations.

We define Risk-Adjusted NIM as net interest income for the four fiscal quarters preceding the date of calculation plus expected credit losses for the four fiscal quarters preceding the date of calculation divided by the average interest bearing assets over the five fiscal quarters preceding the date of calculation. For 2023, we consider the average interest bearing assets as of December 31 for the respective fiscal years preceding the date of calculation due to the lack of available quarterly financial data for these periods.

Risk-Adjusted NIM is presented because our management believes that this non-IFRS financial measure can provide useful information to investors, securities analysts and the public in their review of our operating and financial performance, although it is not calculated in accordance with IFRS or any other generally accepted accounting principles and should not be considered as a measure of performance in isolation. We also use Risk-Adjusted NIM as a key profitability measure to assess the performance of our business. We believe Risk-Adjusted NIM is useful to evaluate our operating and financial performance because it provides a more accurate picture of the risk-adjusted return on our interest-earning assets.

Risk-Adjusted NIM is not a substitute for net income (loss), which is the IFRS measure of earnings. Additionally, our calculation of Risk-Adjusted NIM may be different from the calculation used by other companies, including our competitors in the financial services industry, because other companies may not calculate this measure in the same manner as we do, and therefore, our measure may not be comparable to those of other companies. A reconciliation of our Risk-Adjusted NIM to its most directly comparable IFRS measure, net interest income, can be found in “Item 5. Operating and Financial Review and Prospects—Operating Results—Non-IFRS Financial Measures and Reconciliations.”

Market Share and Other Information

This annual report contains data related to economic conditions in the market in which we operate. The information contained in this annual report concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable. Market data and certain industry forecast data used in this annual report were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the United States Securities and Exchange Commission website) and industry publications. We obtained the information included in this annual report relating to the industry in which we operate, as well as the estimates concerning market shares, through internal research, public information and from third-party sources, including a report prepared by Euromonitor International Limited, or Euromonitor, an independent market research firm commissioned by us that we refer to as the Euromonitor Report, as well as publications on the industry prepared by official public sources, such as the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística) or the IBGE, the Brazilian Economic Institute of Fundação Getulio Vargas (Instituto Brasileiro de Economia da Fundação Getulio Vargas), or the FGV, among others.

Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We are responsible for all of the disclosure in this annual report, and we believe that each of the publications, studies and surveys used throughout this annual report are prepared by reputable sources and are generally reliable, though we have not independently verified market and industry data from third-party sources. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as if they are reliable, neither we, the underwriters, nor their respective affiliates or agents have independently verified any of it. Governmental publications and other market sources, including those referred to above, generally state that their information was obtained from recognized and reliable sources, but the accuracy and completeness of that information is not guaranteed. In addition, the data that we compile internally and our estimates have not been verified by an independent source. Other than the Euromonitor Report, none of the publications, reports or other published industry sources referred to in this annual report were commissioned by us or prepared at our request. We have not sought or obtained the consent of any of these sources other than the Euromonitor Report to include such market data in this annual report. Except as disclosed in this annual report, we have not sought or obtained the consent of any of these sources to include such market data in this annual report.

All of the market data used in this annual report involves a number of assumptions and limitations and therefore is inherently uncertain and imprecise, and you are cautioned not to give undue weight to such estimates. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in this annual report. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

Net Promoter Score

“NPS” means Net Promoter Score, a widely known survey methodology that measures the willingness of customers to recommend a company’s products and services. It is used to gauge customers’ overall satisfaction with a company’s products and services and their loyalty to the brand, and it is typically based on customer surveys. NPS measures satisfaction using a scale of zero to 10 based on a customer’s response to the following question: “How likely is it that you would recommend Agi to a friend or colleague?” Responses of nine or 10 are considered “Promoters.” Responses of seven or eight are considered neutral. Responses of six or less are considered “Detractors.” The NPS, a percentage expressed as a numerical value, is calculated by subtracting the percentage of respondents who are Detractors from the percentage who are Promoters and dividing that number by the total number of respondents, which means that the higher the number, the higher the measure of customer satisfaction. The NPS calculation gives no weight to customers who decline to answer the survey question. The NPS calculation as of a given date reflects the average of the answers in the previous weeks, e.g., the NPS as of January 2025 reflects the average of answers from January 1, 2025 to January 31, 2025. Our NPS score as calculated by us as of December 31, 2025 was 70.

Rounding

We have made rounding adjustments to some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

Certain Definitions

The following is a glossary of certain industry and other defined terms used in this annual report:

“Agent” means our Agi agents who are Agi’s employees and trained financial service specialists, with an empathetic approach to be the face of AGI Inc within local communities that we serve.

“AI” means artificial intelligence.

“ANBIMA” means the Brazilian Financial and Capital Markets Association (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais).

“ARPAC” means annual average revenue per active client and is calculated as total revenues for the last four fiscal quarters preceding the date of calculation divided by the average number of active clients for the last five fiscal quarters preceding the date of calculation.

“B3” means B3 S.A. – Brasil, Bolsa, Balcão, a Brazilian stock exchange located in São Paulo.

“Bank Correspondent” meansCorrespondente Bancário and refers to a third-party entity or individual contractually authorized by a financial institution to offer certain banking products and services on its behalf, as regulated by the Central Bank of Brazil.

“BNDES” means the Brazilian Social and Economic Development Bank (Banco Nacional de Desenvolvimento Econômico e Social).

“Boa Vista” means Boa Vista Serviços, a Brazilian credit bureau providing credit reports, scoring and analytics.

“Brazil” means the Federative Republic of Brazil.

“Brazilian government” means the federal government of Brazil.

“Brazilian IRS” means the Brazilian Federal Revenue Service (Receita Federal do Brasil).

“CAGR” means compound annual growth rate, measured as the annualized average rate of growth between given dates, assuming growth takes place at an exponentially compounded rate.

“Central Bank of Brazil” means the Central Bank of Brazil (Banco Central do Brasil).

“CDC” means the Brazilian Federal Law No. 8,078/1990 (Código de Defesa do Comsumidor), as amended.

“CDI rate” means the Brazilian interbank deposit (certificado de depósito interbancário) rate, which is an average of interbank overnight rates in Brazil.

“CMN” means the Brazilian National Monetary Council (Conselho Monetário Nacional).

“COPOM” means the Brazilian Monetary Policy Committee (Comitê de Política Monetária do Banco Central).

“Customer retention” means the percentage of our customers who continue to use our products and services over a defined period.

“Efficiency ratio” is calculated as our non-bank expenses during a specific period divided by operating revenues during such period. Non-bank expenses is defined as the sum of (i) personnel expenses, (ii) selling, general and administrative expenses, (iii) depreciation and amortization, and (iv) other income (expenses), net. Operating revenues is defined as the sum of (i) net interest income, (ii) gain on financial assets at fair value through profit or loss, (iii) commissions, banking fees and other revenues from services, net of (iv) tax expenses.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FIDC” refers to a Brazilian Credit Rights Investment Funds (Fundo de Investimento em Direitos Creditórios).

“FGC” means the Brazilian Credit Guarantee Fund (Fundo Garantidor de Créditos), a non-profit entity that manages a deposit insurance scheme designed to protect depositors in the event of the insolvency of a participating financial institution.

“FGTS” means theFundo de Garantia do Tempo de Serviço, the Brazilian Severance Indemnity Fund for Employees.

“FGV” means the Getulio Vargas Foundation (Fundação Getúlio Vargas).

“Financial institution” or “Financeira” meansInstituição Financeira and refers to a legal entity authorized by the Central Bank of Brazil to provide financial services and other regulated activities.

“Fusion teams” means cross-functional teams composed of employees from different disciplines (such as technology, operations and business) working together to develop and deliver integrated solutions.

“IASB” means the International Accounting Standards Board.

“IFC” means the International Finance Corporation.

“IFRS” means the International Accounting Standards, as issued by the IASB.

“IGP-M” means the General Market Price Index (Índice Geral de Preços – Mercado), which is published by the FGV.

“IMF” means the International Monetary Fund.

“INSS” or “Social Security Institute” means theInstituto Nacional do Seguro Social, the Brazilian National Institute of Social Security.

“IPCA” means the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), which is published by the IBGE.

“Loan portability” means the right of a borrower to transfer an existing loan from one financial institution to another, maintaining the original outstanding balance, term and payment conditions, as regulated by the Central Bank of Brazil.

“NPS” means net promoter score and measures the willingness of customers to recommend our products and services.

“PIX” means the instant payment system launched by the Central Bank of Brazil in 2020 that enables real-time payments and transfers.

“Public servant” means an individual employed by a federal, state or municipal government entity in Brazil, either as a civil servant or a public employee.

“real,” “reais” or “R$” means the Brazilianreal, the official currency of Brazil.

“ROAA” means return on average assets and is calculated as net income for the last four fiscal quarters preceding the date of calculation divided by average assets for the last two years preceding the date of calculation.

“ROAE” means return on average equity and is calculated as net income for the last four fiscal quarters preceding the date of calculation divided by average equity for the last two years preceding the date of calculation.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“SELIC rate” means the Brazilian base interest rate (Sistema Especial de Liquidação e Custódia).

“Serasa” means Serasa Experian, Brazil’s largest credit bureau, offering credit reports, scoring and analytics.

“SPC” means Serviço de Proteção ao Crédito, a Brazilian credit bureau providing credit protection services.

“SUSEP” means the Brazilian Superintendence of Private Insurance (Superintendência de Seguros Privados).

“TLP rate” means the Brazilian long-term rate (taxa de longo prazo), or the rate applicable to long-term loans by the BNDES.

“U.S. dollar,” “U.S. dollars” or “US$” means U.S. dollars, the official currency of the United States.

“U.S. GAAP” or “GAAP” means generally accepted accounting principles in the United States.

“United States” or “U.S.” means the United States of America.

Special Note Regarding Forward-Looking Statements

This annual report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this annual report include statements about:

We caution you that the foregoing list may not contain all of the forward-looking statements made in this annual report.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this annual report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere in this annual report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this annual report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this annual report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this annual report to reflect events or circumstances after the date of this annual report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this annual report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.