FASA3

Fictor Alimentos S.A. is a Brazilian publicly held company whose common shares are traded on B3 under the ticker FICT3. The company reached its current structure following a deep corporate reorganization completed in 2024, when it ceased operating in the education segment and adopted a focus on the food sector, with an emphasis on animal protein. Its corporate origins date back to 2014, with the acquisition of Inepar Telecom, then part of Grupo Inepar and with operations halted since 2000. In 2017, after being removed from the list of defendants in Grupo Inepar’s court-supervised reorganization and the consequent termination of its own reorganization process, the company changed its name to Atom Empreendimentos e Participações S.A., later evolving into its current structure as Fictor Alimentos S.A., following the proportional partial spin-off that transferred the education assets to Atom Educação e Editora S.A.

Fictor Alimentos’ recent history has been marked by the entry of new reference shareholders and significant changes of control. In 2021, WHPH Participações e Empreendimentos S.A., then the controlling shareholder, sold part of its interest in the former Atom Participações to Exame Ltda., an entity linked to BTG Pactual. Subsequently, in 2024, WHPH, J.P. Tuche Asset Management, Ana Carolina Paifer and Exame itself negotiated the sale of all their interests, corresponding to 76.505% of the share capital, to Fictor Holding S.A. and AQWA Capital Holdings LLC. The transaction involved the transfer of corporate control and the execution of a tender offer, registered with the CVM and B3, launched exclusively by Fictor Holding. Following these movements and a private capital increase approved in September 2025, Fictor Holding came to hold around 70.6% of Fictor Alimentos’ share capital, consolidating itself as its controlling shareholder.

With the corporate reorganization, Fictor Alimentos redefined its corporate purpose, ceasing to carry out its own activities in the educational area and initially starting to operate as a pure holding company focused on investments in companies in the animal protein segment. The bylaws came to encompass a broad scope of activities related to the animal protein and food chain, including broiler chicken farming, one-day-old chick production, other poultry raising and egg production, poultry slaughter, preparation of slaughter byproducts and animal feed manufacturing. They also include the manufacture of meat products, processing of pasta, cheese breads and ready-to-eat savory dishes, as well as various types of wholesale and retail trade of meats, poultry, seafood, sausages and other food products, along with storage, transportation and processing services for agricultural products.

Throughout 2025, the company advanced from the role of a pure holding company to a structure with actual industrial and logistics operations, through its wholly owned subsidiary Fictor Alimentos Betim Ltda. In August 2025, the company began operating UPI Mellore, an isolated production unit of Mellore Alimentos and other companies, located in Betim, Minas Gerais, leased under court authorization. This unit operates as a distribution center for meat and meat products, with a built area of 8,969 m² on land measuring 5.40 hectares, and a capacity of approximately 1,691 tons per month of finished animal-origin products, in a plant registered with the Federal Inspection Service since 2015. The acquisition of UPI Mellore, which is still subject to judicial formalities for final transfer, is part of Fictor Alimentos’ inorganic growth strategy through the acquisition of assets with cash generation capacity and potential return on invested capital.

The main activities planned and under development position Fictor Alimentos as an investment and operating platform in the animal protein sector, with potential to operate in different links of the meatpacking chain. The company plans to invest in companies engaged in poultry farming, egg production, meat processing and processed foods derived from animal protein, as well as in the wholesale and retail trade of beef, pork, slaughtered poultry and seafood. The scope also covers the trade of agricultural raw materials, poultry byproducts, pet products, shared services centers, general warehouses and food transportation and storage services. In 2024, the financial statements did not yet reflect an operating segment as defined by accounting regulations, but the corporate structure and the start of operations at UPI Mellore indicate the consolidation of a business model tied to the production and commercialization of foods of animal origin.

In terms of markets served, Fictor Alimentos reported that, in the fiscal year ended December 31, 2024, 100% of its revenue came from customers located in Brazil, with no reported revenue abroad. For that period, the company did not disclose the existence of individual customers responsible for more than 10% of total net revenue, which suggests a revenue base still in the formation stage or highly dispersed. Detailed characteristics of the production process, distribution and seasonality did not apply to the 2024 statements, due to the transition phase to the new business model, but the operation of UPI Mellore in Betim tends to concentrate, at least initially, the company’s industrial and logistics activity in the state of Minas Gerais, supported by cold storage infrastructure and federal sanitary registration.

Fictor Alimentos is subject to a complex regulatory environment, typical of the animal protein and food sector. Its activities require operating licenses and registration of facilities and products at federal, state and municipal levels, covering the Ministry of Agriculture, Livestock and Supply with regard to animal feed and sanitary control of facilities linked to the protein chain, as well as local health surveillance agencies, responsible for inspecting facilities that trade live poultry, products of animal origin and food in general. The company must also comply with requirements of professional bodies, such as the Regional Councils of Veterinary Medicine, including the need for Certificates of Technical Responsibility for poultry and animal feed operations. Failure to comply with such rules may result in warnings, fines, seizure of products, closure of facilities or cancellation of registrations, which makes regulatory management a relevant aspect for the continuity of operations.

On the environmental, social and governance front, Fictor Alimentos states that it is subject to environmental regulations at municipal, state and federal levels, covering matters such as water use, effluent treatment, solid waste management, atmospheric emissions, noise, odors, energy consumption and greenhouse gases. The company states that it has adopted a system for managing environmental and social legal requirements, mapping processes, equipment and relationships with third parties, as well as periodic training for employees. There is a Sustainability Policy that guides its approach to environmental and social issues, although the company does not yet publish annual sustainability reports, does not adopt a formal materiality matrix or ESG key performance indicators, and does not conduct greenhouse gas emissions inventories. Management indicates that it is in the diagnosis and structuring phase of its ESG agenda, with the intention of enhancing disclosure of information and sustainability practices in future years.

Fictor Alimentos’ recent financial and corporate situation has also been marked by relevant developments related to the restructuring of the economic group. In February 2026, an amendment to the judicial reorganization request of Fictor Holding, the company’s controlling shareholder, was filed to include Fictor Alimentos itself and other entities as petitioning debtors in the proceeding pending before the 3rd Court of Bankruptcies and Judicial Reorganizations of São Paulo. The inclusion stems from impacts on the business environment after the disclosure of the controller’s judicial reorganization, such as credit restrictions, revision of limits by financial institutions, shortening of commercial terms and effects on relationships with suppliers and counterparties. The consolidation within the reorganization proceeding seeks to ensure the maintenance of activities, the operational continuity of the group companies and a coordinated treatment with creditors, strengthening predictability and stability in negotiations, in a context in which FICT3 shares remain listed and traded on B3.