StoneCo Ltd
For the period ended Dec 31, 2024. Filed Apr 24, 2025.
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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 Apr 24, 2025
Contents
B. Related party transactions
We have outstanding loans with some investees in the amount of R$0.6 million as of December 31, 2024 and R$2.5 million as of December 31, 2023. In March 2024, the loan between the companies STNE Par and Trinks Serviços de Internet S.A. (“Trinks”) was settled. No loans have been granted to any of our directors or executive officers.
As of December 31, 2024, there is no allowance for expected credit losses on related parties’ receivables. No guarantees were provided or received in relation to any accounts receivable or payable involving related parties.
Services Agreement and Reimbursements
On January 2, 2014, DLP Capital LLC, our wholly owned subsidiary, entered into a services agreement with Genova Consultoria e Participações Ltda., or Genova, an entity controlled by Mr. André Street de Aguiar, former Chairperson of our Board of Directors, and Mr. Eduardo Cunha Monnerat Solon de Pontes, former director of the Company, to engage Genova for certain consulting and management services. The services agreement had an initial term of 60 months with termination on January 2, 2019. The agreement was automatically renewed. We also incurred in travel expenses reimbursement costs with VCK A, and Zurich Consultoria e Participações Ltda., or Zurich, entities also controlled by Mr. André Street de Aguiar. Zurich is controlled by Mr. Eduardo Cunha Monnerat Solon de Pontes. In 2022, 2023 and 2024, we did not have an expense agreement with such companies. For further information, see note 13 to our Consolidated Financial Statements.
Cost Services Agreements
Our subsidiary Stone IP entered into an agreement with our associates Alpha-Logo Serviços de Informática S.A., APP, Dental Office and Trinks. Under this agreement, Stone IP operates in the electronic means of payment market, accrediting commercial establishments to accept cards with credit and debit functions (multiple or not) as a form of payment upon acquisition of goods and/or services in Brazil (“Transactions”), providing technological solutions, means of connection and/or other related services to capture, processing, transmit and settling Transactions.
The agreement refers to the contracting of accreditation services and accreditation expenses between Stone IP and associates. The amounts that the associates pay under such agreements are based on accreditation services only.
Registration Rights Agreement
We have entered into a Registration Rights Agreement, or the Registration Rights Agreement, with our founder shareholders (Cakubran, HR Holdings and VCK A), Madrone Partners L.P. (“Madrone”) and our directors and officers.
At any time that our founder shareholders and Madrone are no longer subject to lock-up agreements entered into with the underwriters of our initial public offering, subject to several exceptions, including underwriter cutbacks and our right to defer a demand registration under certain circumstances, our founder shareholders and Madrone may require that we register for public resale under the Securities Act all common shares constituting registrable securities that they request be registered so long as the securities requested to be registered in each registration statement have an aggregate estimated market value of at least $25 million.
If we propose to register any of our securities under the Securities Act for our own account or the account of any other holder (excluding any registration related to employee benefit plan, a corporate reorganization, other Rule 145 transactions, in connection with a dividend reinvestment plan or for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity), our founder shareholders and Madrone and certain of our executive officers, are entitled to notice of such registration and to request that we include registrable securities for resale on such registration statement, and we are required, subject to certain exceptions, to include such registrable securities in such registration statement.
In connection with the transfer of their registrable securities, the parties to the Registration Rights Agreement may assign certain of their respective rights under the Registration Rights Agreement under certain circumstances. In connection with the registrations described above, we will indemnify any selling shareholders and we will bear all fees, costs and expenses (except underwriting discounts and spreads).
Related Person Transaction Policy
Our related person transaction policy states that any related person transaction must be approved by our audit committee before being submitted to the Board for final decision. In determining whether to approve or ratify a transaction with a related person, our management will consider all relevant facts and circumstances, including without limitation the commercial reasonableness of the terms, of the transaction the benefit and perceived benefit, or lack thereof, to us, opportunity costs of alternate transaction, the materiality and character of the related person’s direct or indirect interest and the actual or apparent conflict of interest of the related person. Our management will not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, such transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders.
Indemnification Agreements
We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements and our Articles of Association require us to indemnify our directors and executive officers to the fullest extent permitted by law.
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