BRBI BR Partners SA ADR 2026年年度报告和过渡报告

FORM 20-F OR Commission file number: Securities registered or to be registered pursuant to section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act:None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. At December31, 2025, there were200,546,184 common shares, with no par value and 114,440,928 preferred shares, with nopar value, outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule12b-2 of the Exchange Act. (Check one): If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow.☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act).Yes☐No☒ TABLE OF CONTENTS INTRODUCTIONiiPRESENTATION OF FINANCIAL AND OTHER INFORMATIONiiiCAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTSivITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY37ITEM4A.UNRESOLVED STAFF COMMENTS90ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS90ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES111ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS120ITEM 8.FINANCIAL INFORMATION123ITEM 9.THE OFFER AND LISTING126ITEM 10.ADDITIONAL INFORMATION129ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK144ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES144ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES147ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS147ITEM 15.CONTROLS AND PROCEDURES147ITEM 16.[RESERVED]147ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT147ITEM16B.CODE OF ETHICS148ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES148ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES148ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS148ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT148ITEM16G.CORPORATE GOVERNANCE149ITEM16H.MINE SAFETY DISCLOSURE152ITEM16I.DISCLOSURE REGARDING