RSID3

Rossi Residencial S.A. – Under Judicial Reorganization is a Brazilian real estate developer and construction company primarily focused on developing residential and commercial real estate projects. The company is headquartered in the city of São Paulo, operates through its own operations and special purpose entities, and has been registered as a publicly held company with the Brazilian Securities and Exchange Commission (CVM) since 1997. Its common shares are traded on B3 under the ticker RSID3 and have been listed on the Novo Mercado special corporate governance segment since January 2006. Its corporate trajectory is tied to the Rossi family, whose business activities date back to 1913 in the retail sector and, from 1961 onward, also in construction, culminating in the founding of the developer on November 13, 1980, with an initial focus on mid- and high-end residential properties in the São Paulo metropolitan area.

Throughout the 1980s and 1990s, Rossi Residencial consolidated its presence in real estate development and began to diversify its target audience. In 1992, it entered the middle-class segment with the development of the “Plano 100,” a proprietary long-term financing model created in a context of scarce real estate credit, which expanded its ability to manage multiple projects and customer portfolios simultaneously. From 1993 onward, it began geographic expansion to other regions of the country, operating in cities such as Campinas, Rio de Janeiro and Porto Alegre and creating specific regional units. In the second half of the 1990s, the company developed projects aimed at the low-income segment, such as Vida Nova, and launched the “Villa Flora” line, based on planned communities with urban infrastructure, leisure areas and services, deepening its presence across different income brackets and product formats.

Rossi Residencial’s capital structure gained prominence in the capital markets with its initial public offering in 1997 on the former BM&FBOVESPA, now B3, when Level 1 ADRs were also launched on the international market. The company was a pioneer in the securitization of real estate receivables, a practice that allowed it to transform receivables from real estate sales into tradable financial instruments, linking development activity more directly to the financial market. In the 2000s, the group adhered to Level 1 of the exchange’s corporate governance segment, acquired América Properties to strengthen its presence in high-end residential and commercial properties, and later migrated to the Novo Mercado, carrying out in 2006 a large primary and secondary share offering aimed at land acquisition, debt reduction and working capital for new projects. In 2008, RSID3 shares were included in the Ibovespa index, reflecting greater liquidity and relevance in the Brazilian stock market.

The company’s business model is centered on real estate development and land subdivision, based on Law 4,591/64 and Law 6,766/79, covering the purchase and sale of completed properties, the subdivision and parcelling of land, the development of residential condominiums and commercial buildings, as well as their construction and commercialization. Rossi Residencial operates across the entire development chain, from identifying and evaluating land, conducting market studies and economic-financial feasibility analyses, obtaining licenses and urban planning approvals, developing project designs, hiring contractors or directly executing construction works, through to selling the units and serving customers during and after delivery. Its corporate purpose also includes taking equity stakes in other companies as a partner or shareholder, which is reflected in its structure of SPEs and consortia formed to enable specific projects.

In terms of portfolio, Rossi Residencial operates in several real estate market segments, with product lines tailored to different income profiles and uses. In the residential segment, the company organizes its operations into bands such as the low-income segment, relating to standardized, lower-priced properties, and the conventional segment, with units that fall within the limits of the Housing Finance System (SFH) as well as higher-end properties. Within this universe, it developed product families such as Rossi Mais/Life, aimed at upwardly mobile consumers or those forming families, with moderately sized apartments and club-style condominiums; Rossi Atual, geared toward urban families that prioritize location and neighborhood infrastructure, including houses, apartments and lots; and Rossi Ativa, composed of large condominiums with extensive leisure, sports and social areas. In the commercial segment, it operated with the Rossi Office, Rossi Business and Rossi Corporate lines, which range from horizontal condominiums with modular offices for small businesses to corporate buildings with greater sophistication, building automation and more complex construction standards.

In addition to traditional development, the company pursued initiatives in urbanism and land subdivision, with projects seeking structures similar to planned neighborhoods, providing basic infrastructure such as water, power, sewage and paving, green areas, clubs, plazas and spaces for retail and services. The creation of Entreverdes Urbanismo in 2012 reinforced its focus on single-family and multifamily subdivisions, broadening its operations beyond residential and commercial buildings. In 2013, its operating structure was complemented by the creation of Rossi Gerenciadora, focused on providing specialized technical construction services, and Rossi Construtora, its own company focused on constructing residential and commercial buildings, allowing greater control over project execution both in its own developments and in partnerships and consortia.

Rossi Residencial’s geographic footprint over time has been marked by a movement of nationwide expansion followed by a process of retrenchment and focus on regions considered strategic. The company set up regional units in Campinas, the South, Rio de Janeiro, Brasília, the Northeast and the western region of São Paulo, expanding its activities to several states and key urban markets. From the mid-2010s onward, it began to reassess this expansion, winding down some regional operations and divesting from joint ventures, such as its partnerships with Capital in Manaus and with Norcon in Aracaju, as well as ending its corporate association with Grupo Diagonal in the Northeast region. These moves were associated with a broad operational and financial restructuring process, including debt renegotiations with major banks, asset disposals and, in 2022, the filing for judicial reorganization, whose plan was approved and judicially ratified in December 2023 for the Rossi Residencial S.A. economic group.

From a regulatory standpoint, Rossi Residencial’s activities are fully subject to the legal framework governing real estate development, urban land subdivision, housing credit and land-use and zoning regulations at the municipal, state and federal levels. Each new project depends on obtaining licenses and authorizations from city governments, real estate registries and environmental agencies, including project approvals, registration of developments, establishment of condominiums and regularization of subdivisions. The company is subject to the requirements of the Real Estate Development Law, the Civil Code and land subdivision legislation and may opt, when applicable, for the “patrimônio de afetação” regime, which segregates the assets of certain projects to protect buyers and creditors. Its operations are likewise influenced by the country’s housing credit policy, especially the rules of the Housing Finance System and the use of savings deposits and FGTS funds in financing residential units. In environmental and social matters, the company is subject to the regulations applicable to the construction industry and states that it conducts ongoing risk analysis, although it does not publish its own social and environmental reports in the period described due to priorities related to reducing administrative costs.

Rossi Residencial’s revenue base is generated entirely in Brazil, with no material presence in foreign markets, and comes from a diversified customer base through the sale of units and lots to individuals and legal entities, with no concentration in specific clients that exceed 10% of net revenue. Operating in a capital-intensive, credit-dependent sector exposed to macroeconomic conditions, the company structures its operations around individual real estate projects, each with its own product planning, target audience, funding source and legal structure. RSID3 shares, traded on B3, represent an interest in a group that combines a history of geographic and portfolio expansion, exposure to cycles in the Brazilian real estate market and a recent financial restructuring process formalized through judicial reorganization, with direct impacts on the company’s capital allocation strategy, pace of launches and debt profile.