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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

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

☑ 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

☐ 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 1-38353

PAGSEGURO DIGITAL LTD.

(Exact name of registrant as specified in its charter)

The Cayman Islands

(Jurisdiction of incorporation or organization)

Conyers Trust Company (Cayman) Limited,

Cricket Square, Hutchins Drive, P.O. Box 2681,

Grand Cayman, KY1-1111, Cayman Islands

(Registered office address)

Gustavo Bahia Gama Sechin

+55-11-3914-9524–ir@pagbank.com

Av. Brigadeiro Faria Lima, 1384, 1º ao 10º andares, Salão e Mezanino

São Paulo, SP,01451-001, 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:

Title of each class:Trading Symbol(s):Name of each exchange on which registered:
Class A common shares, par value US$0.000025PAGSNew 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

As of December 31, 2025 there were 185,218,201 Class A common shares (including treasury shares), par value of US$0.000025 per share, and 120,459,508 Class B common shares, par value of US$0.000025 per share, outstanding.

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

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.

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).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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:

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 CONTENTS

Page

FORWARD-LOOKING STATEMENTS1
CERTAIN TERMS AND CONVENTIONS2
PRESENTATION OF FINANCIAL AND OTHER INFORMATION2
PART I5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE5
ITEM 3. KEY INFORMATION5
3A. [Reserved]5
3C. Reasons for the offer and use of proceeds5
3B. Capitalization and Indebtedness5
3D. Risk Factors5
ITEM 4. INFORMATION ON THE COMPANY36
4A. History and Development of the Company36
4B. Business Overview37
4C. Organizational Structure70
4D. Property, Plant and Equipment70
ITEM 4A. UNRESOLVED STAFF COMMENTS71
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS72
5A. Operating Results72
5B. Liquidity and Capital Resources83
5C. Research and Development, Patent and Licenses, etc.86
5D. Trend Information86
5E. Critical Accounting Estimates86
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES87
6A. Directors and Senior Management87
6B. Compensation90
6C. Board Practices91
6D. Employees92
6E. Share Ownership93
6F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation93
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS93
7A. Major Shareholders93
7B. Related Party Transactions94
7C. Interests of Experts and Counsel96
ITEM 8. FINANCIAL INFORMATION97
8A. Consolidated Statements and Other Financial Information97
8B. Significant Changes98
ITEM 9. THE OFFER AND LISTING98
9A. Offer and Listing Details98
9B. Plan of Distribution98
9C. Markets98
9D. Selling Shareholders98
9E. Dilution98
9F. Expenses of the Issue98
ITEM 10. ADDITIONAL INFORMATION99
10A. Share Capital99
10B. Memorandum and Articles of Association99
10C. Material Contracts110
10D. Exchange Controls110
10E. Taxation110
10F. Dividends and Payments Agents114
10G. Statements by Experts114
10H. Documents on Display114
10I. Subsidiary Information115
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK115
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES116
12A. Debt Securities116
12B. Warrants and Rights116
12C. Other Securities116
12D. American Depositary Shares116
PART II117
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES117
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS117
14A. Material Modifications to Instruments117
14B. Material Modifications to Rights117
14C. Withdrawal or Substitution of Assets117
14D. Change in Trustees or Paying Agents117
14E. Use of Proceeds117
ITEM 15. CONTROLS AND PROCEDURES118
15A. Disclosure Controls and Procedures118
15B. Management’s Report on Internal Control over Financial Reporting118
15C. Attestation Report of the Registered Public Accounting Firm118
15D. Changes in Internal Control over Financial Reporting118
ITEM 16. [RESERVED]118
ITEM 16A. Audit Committee Financial Expert118
ITEM 16B. Code of Ethics119
ITEM 16C. Principal Accountant Fees and Services119
ITEM 16D. Exemptions from the Listing Standards for Audit Committees120
ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers120
ITEM 16F. Change in Registrant’s Certifying Accountant120
ITEM 16G. Corporate Governance121
ITEM 16H. Mine Safety Disclosure121
ITEM 16I. Disclosure Regarding Foreign Jurisdiction That Prevents Inspections121
ITEM 16J. Insider Trading Policy121
ITEM 16K. Cybersecurity122
PART III125
ITEM 17. FINANCIAL STATEMENTS125
ITEM 18. FINANCIAL STATEMENTS125
ITEM 19. EXHIBITS126
GLOSSARY OF TERMS130
SIGNATURES132
CONSOLIDATED FINANCIAL STATEMENTSF-1
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.