PicS N.V.

CEO Simoes, IR Officer Cazotto, and Director Pruett bought total ~194K shares open-market at $11.52-$11.80 after -22% earnings crash — 37-39% below IPO price

Three Form 4 transactions confirmed: (1) William Rodney Pruett (Director) purchased 100,000 Class A shares at $11.80 on 2026-03-23 (accession 0001213900-26-033308); (2) André Augusto Cazotto (IR/Strategy Officer) purchased 6,500 shares at $11.55 on 2026-03-25 (accession 0001213900-26-034535); (3) Eduardo Chedid Simões (CEO/Executive Director) purchased 87,505 shares at $11.52 on 2026-03-26 (accession 0001213900-26-035225). All coded 'P' (open market purchase). All purchases post-earnings crash.

Earnings 6-K on 2026-03-19 triggered -22.5% single-day crash on 3× average volume; PICS now down 46% from $19 IPO in 57 trading days, at 52-week low $10.22

Stock closed at $12.27 on 2026-03-19 (down from $15.83 prior close = -22.5%) on volume of 2,095,900 shares (~3× prior daily average). This coincides with 6-K filing (accession 0001213900-26-031560) containing earnings press release (Exhibit 99.1), earnings release (99.2), earnings presentation (99.3), and audited consolidated financial statements (99.4). Subsequent decline to $10.22 by 2026-03-27. Total decline from $19.00 IPO to $10.22 current = -46.2% in 57 days.

PicS N.V. Nasdaq listing went effective 2026-01-28; 8-A12B filed same day for exchange registration

EFFECT filing accession 9999999995-26-000330 confirms registration statement 333-292572 became effective 2026-01-28. 8-A12B filed same day (accession 0001213900-26-008592) registers Class A shares on Nasdaq under symbol PICS.

PicS N.V. IPO priced at $19.00/share on 2026-01-29, raising ~$388M net from 22.9M Class A shares; greenshoe fully available

Final prospectus (424B1) confirms: 22,857,143 Class A shares at US$19.00 = US$434,285,717 gross; net proceeds to PicS ~US$388.3M. Greenshoe: 3,428,571 additional shares. Post-IPO Class A outstanding (full overallotment): 46,564,491; Class B: 86,451,624 (all held by J&F International, not publicly traded).

Controlling shareholders Joesley and Wesley Batista (via J&F Participações) have documented DOJ plea agreement and Brazilian Leniency Agreement from Operation Car Wash bribery scandal

F-1/A contains a truncated paragraph disclosing J&F paid [amount] 'to the U.S. government, with the remaining balance deemed to have been offset by payments made by J&F to Brazilian authorities under the Leniency Agreement.' The DOJ plea agreement required J&F to implement a compliance program and make progress reports to the DOJ over a multi-year period. This refers to J&F Participações' 2017 Brazilian Leniency Agreement and DOJ plea agreement connected to Operação Lava Jato (Operation Car Wash) bribery scandal. Joesley Batista admitted to paying bribes to Brazilian government officials; J&F paid approximately R$10.3B in Brazil and US$256M to DOJ (publicly documented).

J&F Participações (Batista family) controls 96.4% of voting power via 100% ownership of Class B super-voting shares; PicS claims controlled-company Nasdaq exemptions

F-1/A (accession 0001213900-26-005383) discloses: 'J&F Participações, which is jointly controlled, pursuant to a shareholders' agreement, by Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista, our ultimate controlling shareholders, will beneficially own 23.5% of our Class A common shares and 100% of our Class B common shares, which will represent approximately 96.4% of the combined voting power.' Company will elect controlled company status under Nasdaq rules, exempting it from independent board majority, independent compensation committee, and independent nom/gov committee requirements.

Bicycle I LP (Marcelo Claure / Claure Group) is the $50M anchor investor holding 2.63M Class A shares (~5.65%); also holds warrants to buy J&F controlling shareholder shares at ~$19 in Dec 2026-Mar 2027 (now deeply underwater)

Schedule 13G (accession 0001193125-26-041618) filed by Claure Group LLC and related entities. Combined position: 526,315 Class A shares held by Claure Group (trust affiliated with Raul Marcelo Claure) + 2,105,263 Class A shares held by Bicycle I, L.P. (Fund I) = 2,631,578 total Class A shares (~5.65% of 46,564,491 outstanding). Managing members of UGP (GP I's sole managing member): Raul Marcelo Claure and Mwashuma Nyatta. This matches the $50M anchor investment at $19.00/share disclosed in the 424B1.

All 9 Section 16 insiders filed Form 3 initial ownership reports ~7 weeks late (2026-03-18/19 vs. required within 2 business days of 2026-01-28 IPO)

9 Form 3 initial ownership statements were filed 2026-03-18/19 — approximately 49 calendar days (7 weeks) after the IPO effective date of 2026-01-28. SEC Rule 16a-3(a) requires Form 3 to be filed within 2 business days of becoming an insider. While the company notes FPI exemption from 16(b) and 16(c), this does not eliminate the 16(a) reporting obligation. Filers: Rodrigo Luís Rosa Couto, André Cazotto, Eduardo Chedid Simões, Mauricio Costa de Moura, José Antonio Batista Costa, Jackson Ricardo Gomes, Marcio Antonio Teixeira Linares, William Rodney Pruett (8 confirmed; 9th unresolved). All reported only RSUs under derivative securities, no direct share holdings.