Fato Relevante

Material Fact | Discontinuation of Projection

NEOGRID PARTICIPAÇÕES S.A.

Publicly-held company

CNPJ No. 10.139.870/0001-08

 NIRE 42300036510

MATERIAL FACT

 

Discontinuation of Projection

 

Neogrid Participações S.A. (“Neogrid” or “Company“), in compliance with the provisions of article 157, paragraph 4, of Law No. 6,404/76 and Resolution No. 44/21 of the Brazilian Securities and Exchange Commission (CVM), hereby informs its shareholders and the market in general that it has decided to discontinue the disclosure of the projection referring to the “Rule of 40” for the fiscal year of 2027, initially disclosed by means of a material fact on January 2, 2025 (“Projection”). This decision was made based on a reassessment of the Projection made by management in the following context:

  1. As disclosed in a material fact dated May 26, 2025, the Company’s Board of Executive Officers has undergone material changes in its composition. As a result, the Company is going through an important transition process, which, by its nature, involves a review of scenarios and strategies for the short, medium and long term, by the new management.

  1. As disclosed in a material fact dated February 5, 2026 and in a notice to the market dated February 9, 2026, the Company hired an independent appraiser for the purpose of reviewing the price initially proposed in the potential Unified Public Tender Offer (OPA) for the Acquisition of Control and Cancellation of Registration of Neogrid, as determined by the Special Meeting of shareholders holding outstanding shares held on February 5, 2026. Thus, in recent weeks, the Company’s management has had the opportunity to carry out in-depth analyses and discussions on its long-term prospects, to support the work of this independent evaluator.

  1. Finally, the Company’s financial statements for the fiscal year ended December 31, 2025 are in the final stages of preparation and review and will be released on March 25, 2026, according to the calendar previously informed to the market.

In this context, the Company’s current management considers that the metrics used in the Projection are no longer the most appropriate to accurately monitor the Company’s financial outlook, especially in view of its perception of business dynamics, changes in investment priorities, technological advances and the macroeconomic environment.

Management clarifies that this decision does not alter its confidence in the Company’s business model and its ability to adapt to market dynamics and remains available for any further clarifications.

Joinville, March 07, 2026.

Augusto Henrique Fernandes Vilela

CFO and Investor Relations Officer

Cadastre-se