Desktop (DESK3) reported in a material fact notice on Monday, October 5, 2026, that its parent company Claro NXT Telecomunicações S.A. filed on October 2, 2026, with the CVM, a registration request for a unified public tender offer to acquire the company’s shares, with an initial price of R$ 19.1261 per share, to be adjusted by the Selic rate.
The unified public tender offer will combine: (i) a public tender offer for acquisition of shares due to transfer of control, to purchase up to all outstanding common shares, including shares held by management and excluding treasury shares; (ii) an offer to convert Desktop’s registration with the CVM from category “A” securities issuer to category “B”; and (iii) an offer for the company’s voluntary delisting from the Novo Mercado special listing segment of B3.
The price per share in the unified tender offer will be equivalent to that paid to the former controlling shareholders in the control acquisition transaction completed on October 1, 2026, and will be composed of three items: (a) the closing price of R$ 19.1261 per share on the closing date, adjusted by the Selic rate as of October 1, 2026; (b) an adjustment resulting from the final determination of the company’s net debt, based on the balance sheet as of September 30, 2026, to be defined in accordance with the share purchase agreement and the tender offer notice; and (c) a withheld portion of R$ 1.5051 per share, intended to secure indemnification obligations related to potential contingencies, to be paid to shareholders who accept the offer under the terms and dates specified in the notice.
Claro NXT stated that the unified tender offer is exempt from a valuation report because the price per share corresponds to that of the control acquisition transaction carried out in the previous 12 months, between unrelated parties, involving more than 20% of Desktop’s share capital and without other financial consideration. A 15-day period has been opened, starting from today’s date, for shareholders holding at least 10% of the outstanding shares to submit a request under Article 4-A of the Brazilian Corporations Law and CVM Resolution 215.
The controlling shareholder declared that it is not aware of any fact subsequent to the control acquisition transaction that materially affects Desktop’s value and reported that it has hired Banco Bradesco BBI S.A. as the intermediary institution for the unified tender offer. The company stated that it will keep its shareholders and the market informed about developments related to the offer.
