FICT3

Fictor Alimentos S.A. is a Brazilian publicly traded company with common shares listed on B3 under the ticker FICT3. The company took on its current structure following a major corporate reorganization completed in 2024, when it ceased operating in the education segment and shifted its focus to the food sector, with an emphasis on animal protein. Its corporate origin dates back to 2014, with the purchase of Inepar Telecom, then part of Grupo Inepar and with operations suspended since 2000. In 2017, after being removed from the debtor side of Grupo Inepar’s judicial reorganization and the consequent extinguishment of its own restructuring, the company was renamed Atom Empreendimentos e Participações S.A., later evolving into its current configuration as Fictor Alimentos S.A., following the proportional partial spin-off that transferred its education assets to Atom Educação e Editora S.A.

Fictor Alimentos’ recent trajectory 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 stake in the former Atom Participações to Exame Ltda., 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 share control and the execution of a Tender Offer for shares, registered with the CVM and B3, launched exclusively by Fictor Holding. After these moves 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 its own activities in the education field and initially starting to operate as a pure holding company focused on investments in companies in the animal protein segment. The bylaws began to encompass a broad scope of activities linked to the animal protein and food chain, including broiler chicken farming, day-old chick production, other poultry farming and egg production, poultry slaughter, preparation of slaughter by-products, and animal feed manufacturing. They also provide for the manufacture of meat products, the processing of pasta, cheese breads, and ready-to-eat savory dishes, as well as various wholesale and retail formats for meats, poultry, fish, cold cuts, and other food products, along with warehousing, transportation, and processing services for agricultural products.

Throughout 2025, the company evolved from a pure holding structure to one with effective industrial and logistics operations through its wholly owned subsidiary Fictor Alimentos Betim Ltda. In August 2025, the company began operating UPI Mellore, an isolated productive unit of Mellore Alimentos and other companies, located in Betim, Minas Gerais, leased under court authorization. This unit functions as a distribution center for meats and derivatives, with a built area of 8,969 m² on land of 5.40 hectares, and capacity of approximately 1,691 tons per month of finished animal-based products, at a plant registered with the Federal Inspection Service since 2015. The acquisition of UPI Mellore, still dependent on court formalities for final transfer, fits into 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 poultry farming companies, egg producers, meat processors, and manufacturers of processed foods derived from animal protein, as well as in wholesale and retail trade of beef, pork, slaughtered poultry, and fish. The scope also covers the trade of agricultural raw materials, poultry by-products, 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 under 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 animal-based foods.

In terms of markets, Fictor Alimentos reported that in the fiscal year ended December 31, 2024, 100% of its revenue came from customers located in Brazil, with no recorded revenue abroad. The company did not report, for this period, the existence of individual customers accounting for more than 10% of total net revenue, which suggests a revenue base that is still being formed or is highly fragmented. Detailed characteristics of production processes, distribution, and seasonality were not applicable to the 2024 statements due to the transition phase to the new business model, but operations at UPI Mellore in Betim tend to concentrate, at least initially, the company’s industrial and logistics activities 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 establishment and product registrations at the federal, state, and municipal levels, involving the Ministry of Agriculture, Livestock and Food Supply with respect to animal feed and sanitary control of facilities linked to the protein chain, in addition to local health authorities responsible for inspecting facilities that sell live poultry, animal-based products, and food in general. The company must also comply with requirements of professional councils, such as the Regional Veterinary Medicine Councils, including the need for Technical Responsibility Certificates for poultry and animal feed operations. Failure to comply with these rules may result in warnings, fines, product seizures, facility closures, or cancellation of registrations, making 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 laws at the municipal, state, and federal levels, covering topics such as water use, effluent treatment, solid waste management, atmospheric emissions, noise, odors, energy consumption, and greenhouse gases. The company claims to adopt 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 conduct on environmental and social matters, although the company does not yet publish annual sustainability reports, has not adopted a formal materiality matrix or ESG key performance indicators, and does not conduct greenhouse gas emissions inventories. Management indicates that it is in a diagnostic and structuring phase of its ESG agenda, with the intention of advancing information disclosure and sustainability practices in future fiscal 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 was filed to Fictor Holding’s judicial reorganization request, the company’s controlling shareholder, to include Fictor Alimentos itself and other entities on the debtor side of the proceedings, under way before the 3rd Court of Bankruptcies and Judicial Reorganizations of São Paulo. The inclusion stems from impacts on the business environment following the disclosure of the controlling company’s judicial reorganization, such as credit restrictions, review of limits by financial institutions, shorter commercial terms, and effects on relationships with suppliers and counterparties. Consolidation in the reorganization proceedings seeks to ensure the maintenance of activities, the operational continuity of the group companies, and a coordinated approach with creditors, reinforcing predictability and stability in negotiations, in a context in which FICT3 shares remain listed and traded on B3.