Skip to main content
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

As filed with the Securities and Exchange Commission on April 29, 2026

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

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

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

For the fiscal year ended December 31, 2025

Commission file number: 001-41419

Inter & Co, Inc.

(Exact Name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

Maples Corporate Services Limited, PO Box 309, Ugland House,

Grand Cayman, KY1-1104, Cayman Islands.

(Address of registered offices)

Av Barbacena, 1.219, 22nd Floor

Belo Horizonte, Brazil, ZIP Code 30 190-131

(Address of the principal executive offices)

Telephone:+55 (31) 2138-7978

Santiago Horacio Stel

Chief Financial Officer

ir@inter.co

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 of US$0.0000025 per shareINTRThe NASDAQ Global Select Market

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:

Class A common shares

The number of outstanding shares of each class of stock of Inter & Co, Inc. as of December 31, 2025 was:

117,037,105 Class B common shares, each with par value of US$0.0000025

324,284,558 Class A common shares, each with par value of US$0.0000025

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 “large accelerated filer,” “accelerated filers,” 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. ☐

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
Presentation of Financial and other Information1
Forward-Looking Statements12
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS14
A. Directors and Senior Management14
B. Advisers14
C. Auditors14
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE14
A. Offer Statistics14
B. Method and Expected Timetable14
ITEM 3. KEY INFORMATION14
A. Reserved14
B. Capitalization and Indebtedness14
C. Reasons for the Offer and Use of Proceeds14
D. Risk Factors14
ITEM 4. INFORMATION ON THE COMPANY49
A. History and Development of the Company49
B. Business Overview51
C. Organizational Structure80
D. Property, Plant and Equipment80
ITEM 4A. UNRESOLVED STAFF COMMENTS80
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS80
A. Operating Results81
B. Liquidity and Capital Resources88
C. Research and Development, Patents and Licenses, Etc.91
D. Trend Information91
E. Critical Accounting Estimates91
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES91
A. Directors and senior management91
B. Compensation96
C. Board Practices97
D. Employees99
E. Share ownership101
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS101
A. Major Shareholders101
B. Related party transactions104
C. Interests of experts and counsel105
ITEM 8. FINANCIAL INFORMATION105
A. Consolidated statements and other financial information105
B. Significant changes106
ITEM 9. THE OFFER AND LISTING106
A. Offering and listing details106
B. Plan of distribution106
C. Markets106
D. Selling shareholders106
E. Dilution106
F. Expenses of the issue106
Form 20F 2026 FY2025I
ITEM 10. ADDITIONAL INFORMATION106
A. Share capital106
B. Memorandum and articles of association107
C. Material contracts125
D. Exchange controls125
E. Taxation125
F. Dividends and paying agents130
G. Statement by experts130
H. Documents on display130
I. Subsidiary information130
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK131
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES132
A. Debt securities132
B. Warrants and rights132
C. Other securities132
D. American depositary shares132
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES133
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS133
ITEM 15. CONTROLS AND PROCEDURES133
A. Disclosure controls and procedures133
C. Attestation report of the Independent Registered Public Accounting Firm133
D. Changes in internal control over financial reporting134
ITEM 16. RESERVED134
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT134
ITEM 16B. CODE OF ETHICS134
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES135
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES136
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS136
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT136
ITEM 16G. CORPORATE GOVERNANCE137
ITEM 16H. MINE SAFETY DISCLOSURE138
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS138
ITEM 16J. INSIDER TRADING POLICIES138
ITEM 16K. CYBERSECURITY138
Regulatory Matters140
PART III
ITEM 17. FINANCIAL STATEMENTS160
ITEM 18. FINANCIAL STATEMENTS160
ITEM 19. EXHIBITS160
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTSF-1
Form 20F 2026 FY2025II
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.