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CI&T Inc

For the period ended Dec 31, 2024. Filed Mar 28, 2025.

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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.

FY2024 · Filed Mar 28, 2025

CINT$3.08-1.6%Stored close · as of Nov 6, 2026
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As filed with the Securities and Exchange Commission on March 28, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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, 2024

OR

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

For the transition period from to .

OR

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

Date of event requiring this shell company report

Commission file number:001-41035

CI&T Inc

(Exact Name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

Estrada Giuseppina Vianelli de Napoli, 1455 - Bl. C,

pavimento superior, Globaltech

Campinas - State of São Paulo

13086-530 -Brazil

+55 19 21024500

(Address of principal executive offices)

Stanley Rodrigues

Chief Financial Officer

Phone:+55 19 21024500

Estrada Guiseppina Vianelli De Napoli, 1455 – Bl. C, pavimento superior, Globaltech

Campinas – State of São Paulo

13086-530-Brazil

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
Class A common shares, par value US$0.00005 per shareCINTNew York Stock Exchange

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

The number of outstanding shares of each class of stock of CI&T Inc as of December 31, 2024 was:

22,498,572 Class A common shares, each with par value of US$0.00005

112,183,684 Class B common shares, each with par value of US$0.00005

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, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

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 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 ContentPage Number
PART I.4
PRESENTATION OF FINANCIAL AND OTHER INFORMATION4
FORWARD-LOOKING STATEMENTS6
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS7
A. Directors and senior management7
B. Advisers7
C. Auditors7
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE8
A. Offer statistics8
B. Method and expected timetable8
ITEM 3. KEY INFORMATION9
A. [Reserved]9
B. Capitalization and indebtedness9
C. Reasons for the offer and use of proceeds9
D. Risk factors9
ITEM 4. INFORMATION ON THE COMPANY40
A. History and Development of the Company40
B. Business Overview40
C. Organizational Structure50
D. Property, Plant and Equipment51
ITEM 4. UNRESOLVED STAFF COMMENTS51
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS51
A. Operating Results.52
B. Liquidity and Capital Resources64
C. Research and Development, Patents and Licenses, etc.66
D. Critical Accounting Policies and Estimates66
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES67
A. Directors and Senior Management67
B. Compensation69
C. Board Practices70
D. Employees72
E. Share Ownership73
F. Disclosure of a registrant’s action to recover erroneously awarded compensation73
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS73
A. Major Shareholders73
B. Related Party Transactions75
C. Interests of Experts and Counsel75
ITEM 8. FINANCIAL INFORMATION76
A. Consolidated Statements and Other Financial Information76
B. Significant Changes76
ITEM 9. THE OFFER AND LISTING77
A. Offering and Listing Details77
B. Plan of Distribution77
C. Markets77
D. Selling Shareholders77
E. Dilution77
F. Expenses of the Issue77
ITEM 10. ADDITIONAL INFORMATION.78
A. Share Capital78
B. Memorandum and Articles of Association78
C. Material Contracts90
D. Exchange Controls90
E. Taxation90
F. Dividends and Paying Agents93
G. Statement by Experts93
H. Documents on Display93
I. Subsidiary Information94
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK94
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES98
A. Debt Securities98
B. Warrants and Rights98
C. Other Securities98
D. American Depositary Shares98
PART II.99
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES99
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS99
ITEM 15. CONTROLS AND PROCEDURES100
A. Disclosure Controls and Procedures100
C. Attestation Report of the Registered Public Accounting Firm100
D. Changes in Internal Control Over Financial Reporting100
ITEM 16. [RESERVED]100
A. Audit Committee Financial Expert100
B. Code of Ethics100
C. Principal Accountant Fees and Services100
D. Exemptions from the listing standards for audit committees101
E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers101
F. Change in registrant’s certifying accountant102
G. Corporate governance102
H. Mine Safety Disclosure102
I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections102
J. Insider trading policies102
K. Cybersecurity102
PART III.105
ITEM 17. FINANCIAL STATEMENTS105
ITEM 18. FINANCIAL STATEMENTS105
ITEM 19. EXHIBITS105
ContentsView on SEC.gov

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