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    • Material Fact

    DESKTOP S.A.
    CNPJ No. 08.170.849/0001-15
    Publicly-held Company – CVM nº 2602-6

    Desktop S.A. (the “Company”), in compliance with article 157, paragraph 4, of Law No. 6,404, of December 15, 1976, and with the provisions of Resolution No. 44, of August 23, 2021, of the Brazilian Securities and Exchange Commission (“CVM”), hereby informs its shareholders and the market in general that, at the meeting of the Company’s Board of Directors held on September 22, 2025 (“Board Meeting”), the 9th (ninth) issuance of simple, non-convertible, unsecured debentures, in a single series, of the Company (“Issuance” and “Debentures”, respectively), for public distribution under the automatic registration procedure, pursuant to CVM Resolution No. 160, of July 13, 2022 (“CVM Resolution 160” and “Offering”, respectively), was approved.

    A total of 800,000 (eight hundred thousand) Debentures will be initially issued, with a unit par value of R$ 1,000.00 (one thousand reais) (“Unit Par Value”), in the total amount of R$ 800,000,000.00 (eight hundred million reais) (“Total Issuance Amount”), subject to the fulfillment of certain conditions precedent set forth in the Offering documents. The Total Issuance Amount may be increased by up to 25% (twenty-five percent), i.e., up to 200,000 (two hundred thousand) additional Debentures, in the event the over-allotment option is exercised, pursuant to article 50 of CVM Resolution 160, depending on demand verified during the bookbuilding process. The Debentures will mature in 7 (seven) years from the issuance date, maturing on September 15, 2032.

    The Unit Par Value, or the outstanding balance thereof, as applicable, will be adjusted for inflation based on the Extended Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo – “IPCA”). Interest will accrue on the adjusted Unit Par Value at a rate to be determined in accordance with the bookbuilding process, limited to the higher of: (1) the internal rate of return of the “Tesouro IPCA+ com Juros Semestrais” (formerly NTN-B), maturing on August 15, 2032, based on the indicative quotation published by ANBIMA on its website (www.anbima.com.br) at the close of the bookbuilding date, plus an exponential spread of 0.20% per year, on a 252-business-day basis; or (2) 7.9579% per year, on a 252-business-day basis (“Remuneration”), accruing from the Interest Accrual Start Date or the immediately preceding Remuneration Payment Date (inclusive), as the case may be, until the actual payment date. The Remuneration calculation formula will be described in the Deed of Issuance.

    Pursuant to article 2, paragraph 1, of Law No. 12,431/2011, Decree No. 11,964/2024, and CMN Resolution No. 5,034/2022, all funds raised by the Company through the Debentures (including any additional Debentures, if issued) will be used exclusively to reimburse expenses incurred in connection with the Project (as defined in the Deed of Issuance) within 36 (thirty-six) months prior to the closing of the Offering and to finance future investments related to the implementation of the Project, pursuant to Law No. 12,431, as detailed in the Deed of Issuance.
    The Issuance is part of the Company’s ongoing efforts to improve efficiency and generate value for shareholders and stakeholders, resulting in a reduction of funding costs and an extension of the average maturity of the Company’s debt.

    Further information on the Offering can be found in the minutes of the Board Meeting and in the “Private Instrument of the Deed of the 9th (Ninth) Issuance of Simple, Non-Convertible, Unsecured Debentures, in a Single Series, for Public Distribution of Desktop S.A.”, available on the Company’s website (www.ri.desktop.com.br) and on CVM’s website (www.gov.br/cvm), as applicable.

    This material fact is disclosed for informational purposes only, in accordance with applicable regulations, and should not be construed, for any legal purposes, as sales material and/or as an offering of the Debentures. The Company will keep its shareholders and the market duly informed of any developments regarding the subject matter hereof.

     

    Nova Odessa, September 26, 2025.

    DESKTOP S.A.
    Bruno Silva Carvalho de Souza Leão
    Chief Financial, M&A and Investor Relations Officer