StoneCo Ltd. [STNE] Filings

20-F 1 stne-20231231.htm 20-F stne-20231231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 001-38714

StoneCo Ltd.
(Exact name of Registrant as specified in its charter)

The Cayman Islands
(Jurisdiction of incorporation or organization)

4th Floor, Harbour Place
103 South Church Street, P.O. Box 10240
Grand Cayman, KY1-1002, Cayman Islands
(Address of principal executive offices)

Mateus Scherer Schwening, Chief Financial Officer and Investor Relations Officer
Tel: +55 (11) 3004-9680 –mscherer@stone.com.br
Avenida Doutora Ruth Cardoso, 7221, 20th floor—Pinheiros
São Paulo—SP, 05425-902, Brazil
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class
Class A common shares, par value US$0.000079365 per share

Trading Symbol(s)
STNE

Name of each exchange on which registered
The Nasdaq Global Select Market

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 period covered by the annual report.


Title of Class			Number of Shares Outstanding
Class A common shares, par value US$0.000079365 per share			290,187,329
Class B common shares, par value US$0.000079365 per share			18,748,770

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐

No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 3 of 105 of this chapter) during the preceding 12 months (or for such shorter period 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, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filers,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large Accelerated Filer ☒

Accelerated Filer ☐

Non-accelerated Filer ☐

Emerging Growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards 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 Board to 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 the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.

Yes ☒

No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant 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 this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐

Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

No ☒

StoneCo Ltd.

TABLE OF CONTENTS


			Page
Presentation of Financial and Other Information			1
Forward-Looking Statements			13
Certain Terms and Conventions			14
PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS			15
A. Directors and senior management			15
B. Advisers			15
C. Auditors			15
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE			15
A. Offer statistics			15
B. Method and expected timetable			15
ITEM 3. KEY INFORMATION			15
A. [Reserved]			15
B. Capitalization and indebtedness			15
C. Reasons for the offer and use of proceeds			15
D. Risk factors			15
ITEM 4. INFORMATION ON THE COMPANY			58
A. History and development of the company			58
B. Business overview			61
C. Organizational structure			94
D. Property, plant s and equipment			96
ITEM 4A. UNRESOLVED STAFF COMMENTS			96
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS			96
A. Operating results			97
B. Liquidity and capital resources			116
C. Research and development, patents and licenses, etc.			121
D. Trend information			121
E. Critical Accounting Estimates			121
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			125
A. Directors and senior management			125
B. Compensation			130
C. Board practices			132
D. Employees			134
E. Share ownership			135
F. Disclosure of a registrant’s action to recover erroneously awarded compensation.			135
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS			136
A. Major shareholders			136
B. Related party transactions			137
C. Interests of experts and counsel			139
ITEM 8. FINANCIAL INFORMATION			139
A. Consolidated statements and other financial information			139
B. Significant changes			141
ITEM 9. THE OFFER AND LISTING			141
A. Offer and listing details			141
B. Plan of distribution			141
C. Markets			141
D. Selling shareholders			141
E. Dilution			141
F. Expenses of the issue			141


ITEM 10. ADDITIONAL INFORMATION			142
A. Share capital			142
B. Memorandum and articles of association			142
C. Material contracts			161
D. Exchange controls			161
E. Taxation			162
F. Dividends and paying agents			165
G. Statement by experts			165
H. Documents on display			166
I. Subsidiary information			166
J. Annual r eport to s ecurity h olders			166
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			166
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES			168
A. Debt securities			168
B. Warrants and rights			168
C. Other securities			168
D. American Depositary Shares			168

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES			169
A. Defaults			169
B. Arrearages and delinquencies			169
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS			169
A. Material modifications to instruments			169
B.Material modifications to rights			169
C. Withdrawal or substitution of assets			169
D. Change in trustees or paying agents			169
E. Use of proceeds			169
ITEM 15. CONTROLS AND PROCEDURES			170
A. Disclosure controls and procedures			170
B. Management’s annual report on internal control over financial reporting			171
C. Attestation report of the registered public accounting firm			171
D. Changes in internal control over financial reporting			171
ITEM 16. RESERVED			171
ITEM 16A.Audit committee financial expert			171
ITEM 16B.Code of ethics			171
ITEM 16C.Principal accountant fees and services			171
ITEM 16D.Exemptions from the listing standards for audit committees			172
ITEM 16E.Purchases of equity securities by the issuer and affiliated purchasers			172
ITEM 16F.Change in registrant’s certifying accountant			173
ITEM 16G.Corporate governance			173
ITEM 16H. Mine safety disclosure			174
ITEM 16I. Disclosure regarding foreign jurisdictions that prevent inspections			174
ITEM 16J. Insider t rading p olicies			174
ITEM 16K. Cybersecurity			174

PART III

ITEM 17. Financial statements			175
ITEM 18. Financial statements			175
ITEM 19. Exhibits			175
Glossary of Terms			178
Index to Consolidated Financial Statements			F- 2

Table of Contents

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Unless otherwise indicated or the context otherwise requires, all references in this annual report to “StoneCo” or the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to StoneCo Ltd., together with its consolidated subsidiaries, and Alpha-Logo Serviços de Informática S.A. (Tablet Cloud), Agilize Tecnologia S.A. (“Agilize”), Trinks Serviços de Internet S.A. (“Trinks”), Neostore Desenvolvimento de Programas de Computador S.A. (“Neomode”), Dental Office S.A. (“Dental Office”), APP Sistemas S.A. (“APP”), and Delivery Much Tecnologia S.A. (“Delivery Much”) being entities on which we have a significant influence and minority interest in but do not consolidate.

The term “Brazil” refers to the Federative Republic of Brazil and the phrase “Brazilian government” refers to the federal government of Brazil. “Central Bank” refers to the Brazilian Central Bank (Banco Central do Brasil). References in the annual report to “real,” “reais” or “R$” refer to the Brazilian real, the official currency of Brazil and references to “U.S. dollar,” “U.S. dollars” or “US$” refer to U.S. dollars, the official currency of the United States.

Financial Statements

We prepare our consolidated financial statements in accordance with the International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”). We maintain our books and records in Brazilian reais. Unless otherwise noted, our financial information presented herein as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 is stated in reais, our functional and presentation currency. The financial information contained in this annual report includes our audited consolidated financial statements as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 together with the notes thereto. All references herein to “our financial statements” and “our audited consolidated financial statements” are to our consolidated financial statements.

The financial information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and our audited consolidated financial statements.

Our fiscal year ends on December 31. References in this annual report to a fiscal year, such as “fiscal year 2023,” relate to our fiscal year ended on December 31 of that calendar year.

Financial Information in U.S. Dollars

Solely for the convenience of the reader, we have translated some of the real amounts included in this annual report from reais into U.S. dollars. You should not construe these translations as representations by us that the amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Unless otherwise indicated, we have translated real amounts into U.S. dollars using a rate of R$4.8413 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2023 as reported by the Central Bank. See “—Selected financial data—Exchange Rates” for more detailed information regarding translation of reais into U.S. dollars and for historical exchange rates for the Brazilian real.

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Selected financial data

You should read the following selected financial data together with “Item 5. Operating and Financial Review and Prospects” and our financial statements and the related notes appearing elsewhere in this annual report.

The summary statement of profit or loss data and statement of financial position data as of December 31, 2023 and 2022 and for each of the three years ended December 31, 2023, 2022 and 2021 have been derived from our audited consolidated financial statements prepared in accordance with IFRS.


	For the Year Ended December 31,
	2023	2023	2022	2021
	(US$)	(R$)
	(in millions, except amounts per share)

Net revenue from transaction activities and other services	683.7	3,309.8	2,617.4	1,626.9
Net revenue from subscription services and equipment rental	377.0	1,825.0	1,760.9	1,071.9
Financial income	1,286.7	6,229.3	4,638.0	1,877.7
Other financial income	142.7	691.0	572.6	247.3
Total revenue and income	2,490.1	12,055.0	9,588.9	4,823.8
Cost of services	(616.1)	(2,982.8)	(2,669.8)	(1,713.8)
Administrative expenses	(245.6)	(1,188.9)	(1,121.4)	(813.3)
Selling expenses	(350.8)	(1,698.3)	(1,511.2)	(1,012.5)
Financial expenses, net	(826.1)	(3,999.5)	(3,514.7)	(1,269.1)
Mark-to-market on equity securities designated at FVPL	6.3	30.6	(853.1)	(1,264.2)
Other income (expenses), net	(49.8)	(241.2)	(302.5)	(185.9)
Loss on investment in associates	(0.9)	(4.2)	(3.6)	(10.4)
Profit (loss) before income taxes	407.1	1,970.8	(387.3)	(1,445.6)
Income tax and social contribution	(76.5)	(370.4)	(139.1)	68.2
Net income (loss) attributable to:	330.6	1,600.4	(526.4)	(1,377.3)
Controlling shareholders	328.9	1,592.1	(519,4)	(1.358,8)
Non-controlling interests	1.7	8.4	(7.0)	(18.5)
Basic earnings (loss) per share(2)	1.05	5.09	(1.67)	(4.40)
Diluted earnings (loss) per share(2)	0.98	4.74	(1.67)	(4.40)
Other data:
Adjusted net income (in millions)(3)	321.7	1,557.5	410.5	40.0
TPV (in billions)	84.3	408.3	367.4	275.4
Active clients (in thousands)(4)	n.a.	3,522.1	2,584.0	1,766.1


(1)			For convenience purposes only, amounts in reais for the year ended December 31, 2023 have been translated to U.S. dollars using an exchange rate of R$4.8413 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2023 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “—Exchange Rates” for further information about recent fluctuations in exchange rates.
(2)			Calculated by dividing net income or loss for the year attributed to controlling shareholders, adjusted for losses allocated to contractual rights and participating instruments, by the weighted average number of ordinary shares outstanding during the year. See note 16 to our audited consolidated financial statements included elsewhere in this annual report.
(3)			In the table below, we have provided a reconciliation of adjusted net income to our net income (loss) for the year, the most directly comparable financial measure calculated and presented in accordance with IFRS. Note that, as of March, 2023, we have stopped adjusting for share-based compensation expenses in our adjusted results. Also, in the second quarter of 2022 we have stopped adjusting the financial expenses related to our bond in our adjusted results. As such, for comparability reasons, we have made both changes retrospectively in the tables of this section.
(4)			Considers clients that have completed at least one electronic payment transaction over the preceding 90 days, except for TON active clients which consider clients that have transacted once in the preceding 12 months. Excludes overlap. Does not include clients that use only TapTon.

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	For the Year Ended December 31,
	2023	2023	2022	2021
	(US$)(a)	(R$)
	(in millions, except amounts per share)

Net income (loss) for the year	330.6	1,600.4	(526.4)	(1,377.3)
Share-based compensation expenses(b)	—	—	—	—
Amortization of fair value adjustment(c)	19.1	92.4	138.6	89.1
Fair value adjustments of assets whose control was acquired(d)	—	—	—	(15.8)
Mark-to-market related to the investment in Banco Inter(g)	(6.3)	(30.6)	853.1	1,264.2
Other income/expenses(e)	(16.2)	(78.6)	(17.8)	118.3
Pre-tax total(g)	327.1	1,583.6	447.4	78.4
Tax effect on adjustments(f)	(5.4)	(26.1)	(36.9)	(38.4)
Adjusted net income(g)	321.7	1,557.5	410.5	40.0


(a)			For convenience purposes only, amounts in reais for the year ended December 31, 2023 have been translated to U.S. dollars using an exchange rate of R$4.8413 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2023 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “—Exchange Rates” for further information about recent fluctuations in exchange rates.
(b)			Consisted of expenses related to the vesting of one-time pre-IPO pool of share-based compensation as well as non-recurring long term incentive plans. As of March, 2023, we have stopped adjusting for such expenses in our adjusted results. As such, for comparability reasons, we have made this change retrospectively in the tables of this section. See note 20.4 to our consolidated financial statements for further information.
(c)			Consists of expenses resulting from the changes of the fair value adjustments as a result of the application of the acquisition method.
(d)			Consists of the gain on re-measurement of our previously held equity interest in VHSYS (2021) and Collact (2021) to fair value upon the date control was acquired.
(e)			Consists of the fair value adjustment related to associates call option, M&A, earn-out interests related to acquisitions, gains/losses in the sale of companies, dividends from Linx, organizational restructuring and restructuring of debt instruments. See notes 4.1.2 and 22 to our consolidated financial statements for further information.
(f)			Represents the tax effect of pre-tax items excluded from adjusted net income. The tax effect of pre-tax items excluded from adjusted net income is computed using the statutory rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances, if applicable.
(g)			In the second quarter of 2022, we have stopped adjusting the financial expenses related to our bond in our adjusted results. As such, for comparability reasons, we have made this change retrospectively in the tables of this section.

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	As of December 31,
	2023	2023	2022	2021
	(US$)(a)	(R$ millions)
Statement of financial position data:
Assets
Current assets
Cash and cash equivalents and short-term investments	1,168.7	5,657.9	4,966.4	6,488.7
Financial assets from banking solutions	1,321.5	6,397.9	3,960.9	2,346.5
Accounts receivable from card issuers	4,935.8	23,895.5	20,694.5	19,286.6
Loans Operations portfolio	43.4	210.0	—	—
Other current assets	204.8	991.3	1,037.4	1,822.7
Total current assets	7,674.2	37,152.6	30,659.2	29,944.5
Intangible assets	1,816.6	8,794.9	8,632.3	8,277.5
Other non-current assets	567.3	2,746.1	2,953.9	3,875.0
Total non-current assets	2,383.9	11,541.0	11,586.2	12,152.6
Total assets	10,058.1	48,693.6	42,245.4	42,097.0
Liabilities and Equity
Current liabilities
Deposits from banking customers	1,264.0	6,119.5	4,023.7	2,201.9
Accounts payable to clients	3,958.4	19,163.7	16,578.7	15,723.3
Obligations to FIDC quota holders	104.4	505.2	975.2	1,294.8
Borrowings and financing	284.0	1,374.8	1,847.4	2,578.8
Other liabilities	408.9	1,979.5	1,749.1	991.1
Total current liabilities	6,019.7	29,142.7	25,174.1	22,789.8
Non-current liabilities
Accounts payable to clients	7.3	35.5	35.8	3.2
Borrowings and financing	751.7	3,639.2	2,728.5	3,556.5
Obligations to FIDC quota holders	—	—	—	932.4
Other non-current liabilities	247.9	1,200.2	1,357.0	1,187.9
Total non-current liabilities	1,006.9	4,874.9	4,121.3	5,679.9
Total liabilities	7,026.6	34,017.6	29,295.4	28,469.8
Total equity	3,031.4	14,676.0	12,950.0	13,627.2
Total liabilities and equity	10,058.0	48,693.6	42,245.4	42,097.0


(a)			For convenience purposes only, amounts in reais for the year ended December 31, 2023 have been translated to U.S. dollars using an exchange rate of R$4.8413 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2023 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “—Exchange Rates” for further information about recent fluctuations in exchange rates.

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Exchange Rates

The Brazilian foreign exchange system allows the purchase and sale of foreign currency and the international transfer of reais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures.

The real/U.S. dollar exchange rate reported by the Central Bank was R$4.0307 per US$1.00 on December 31, 2019, which reflected a 3.9% depreciation in the real against the U.S. dollar since December 31, 2018. On December 31, 2020, the real/U.S. dollar exchange rate reported by the Central Bank was R$5.1967, reflecting a depreciation of 22.4% in the real from December 31, 2019, being strongly affected by the COVID-19 pandemic. On December 31, 2021, the real/U.S. dollar exchange rate reported by the Central Bank was R$5.5805, reflecting a depreciation of 6.9% in the real from December 31, 2020, which continued to be affected by the COVID-19 pandemic. On December 31, 2022, the real/U.S. dollar exchange rate reported by the Central Bank was R$5.2177, reflecting an appreciation of 7.0% in the real from December 31, 2021, mainly due to the high levels of interest rates in the country. On December 31, 2023, the real/U.S. dollar exchange rate reported by the Central Bank was R$4.8413, reflecting an appreciation of 7.8%, mainly due to the high levels of interest rates in the country.

There can be no assurance that the real will not depreciate or appreciate further against the U.S. dollar. The Central Bank has intervened occasionally in the foreign exchange market to attempt to control instability in foreign exchange rates. We cannot predict whether the Central Bank or the Brazilian government will continue to allow the real to float freely or will intervene in the exchange rate market by re-implementing a currency band system or otherwise. The real may depreciate or appreciate substantially against the U.S. dollar in the future. Furthermore, Brazilian law provides that, whenever there is a serious imbalance in Brazil’s balance of payments or there are serious reasons to foresee a serious imbalance, temporary restrictions may be imposed on remittances of foreign capital abroad. We cannot assure you that the Brazilian government will not place restrictions on remittances of foreign capital abroad in the future.

The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rates for the purchase of U.S. dollars expressed in Brazilian reais per U.S. dollar. The average rate is calculated by using the average of reported exchange rates by the Central Bank on each business day during each annual or monthly period, as applicable. As of April 19, 2024, the exchange rate for the purchase of U.S. dollars as reported by the Central Bank was R$5.227 per US$1.00.


Year	Period-end	Average(1)	Low	High

2019	4.031	3.946	3.652	4.260
2020	5.197	5.158	4.021	5.937
2021	5.581	5.396	4.921	5.840
2022	5.218	5.166	4.618	5.704
2023	4.841	4.995	4.720	5.446


Month	Period-end	Average(2)	Low	High

October 2023	5.058	5.065	4.948	5.192
November 2023	4.936	4.898	4.858	5.058
December 2023	4.841	4.897	4.831	4.958
January 2024	4.954	4.914	4.854	4.972
February 2024	4.983	4.964	4.930	5.005
March 2024	4.996	4.980	4.936	5.035
April 2024 (through April 19, 2024)	5.227	5.116	5.008	5.264


Source: Central Bank.
(1)			Represents the average of the exchange rates on the closing of each business day during the year.
(2)			Represents the average of the exchange rates on the closing of each business day during the month.

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Business Segment Information

Until the third quarter of 2021, we considered our operations as a single operating and reportable segment, monitoring operations, making decisions on fund allocation and evaluating performance based on a single operating segment.

After the Linx Transaction, we started to review and monitor operations and evaluate performance considering two separate views: StoneCo (ex-Linx) and Linx. As such, results for the fourth quarter of 2021 and for the year ended December 31, 2021 were reported considering these two operating and reportable segments.

As we evolve in our financial services and software offering, from the first quarter of 2022 onwards, the reportable segments were comprised of: (i) financial services, (ii) software and (iii) non-allocated. As such, our business section in this document already considers this evolution.

Corporate Events

Investments in Software and other Companies

Company

Closing Date

Current %

Activities

Additional Information

Collact(a)

Feb/2019 (b)

100.00%

Collact developed CRM software for customer engagement, focused mainly on the food service segment.

In August 2021, we obtained control of Collact after a step acquisition which started in February 2019.

VHSYS Sistema de Gestão S.A. (“VHSYS”)

Jun/2019 (b)

50.00%

VHSYS is an omni-channel, cloud-based, API driven POS/ERP platform built to serve an array of service and retail businesses. The self-service platform consists of over 40 applications, accessible a la carte, such as order and sales management, invoicing, dynamic inventory management, cash and payments management, CRM, along with marketplace, logistics and e-commerce integrations, among others.

Originally, we had acquired a 33.33% stake in VHSYS. In April 2021, we exercised our call option and acquired an additional interest in VHSYS, by means of which we obtained control of VHSYS

Delivery Much Tecnologia S.A. (Delivery Much)

Jul/2020 (b)

29.49%

Delivery Much develops a food delivery marketplace focused on small-and-midsize cities.

Originally, we had acquired a 22.64% stake in Delivery Much. In February 2021, we acquired an additional 6.85% interest through a capital increase, reaching our current corporate stake of 29,49% in such company.

MLabs Software S.A.

Sep/2020

51.50%

MLabs develops software and services for social media management.

The shareholders of the company approved a stock option plan limited to 2.912% of the total share capital of MLabs Software S.A. in December 2021. After the exercise of the call option by the company’s employees under such stock option plan, we shall hold 50% interest in MLabs Software S.A.

Sponte Informática S.A. (a)

Nov/2020 (b)

100.00%

This company developed management software for schools.

Originally, we had acquired a 90% stake in Sponte Informática S.A. In Setember 2022, we acquired the remaining shares and became the holder of 100% of the equity stake of the company.

PDCA S.A. (a)

Jan/2021

100.00%

This company used to hold the TON product, which targets mainly micro-merchants and autonomous workers

In January 2021, we have fully acquired the non-controlling interest in PDCA S.A. held by Bellver Fundo de Investimento Multimercado Crédito Privado Investimento no Exterior. As a result of this transaction, Stone held 100% interest in PDCA.

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SimplesVet Tecnologia S.A.

Apr/2021

50.00%

This company develops management software for veterinary clinics, pet shops and autonomous veterinarians.

—

Linx S.A. (Linx)

Jul/2021

100.00%

Linx S.A. is a leading provider of retail management software in Brazil.

For additional information, see “Item 5. Operating and Financial Review and Prospects—A. Operating Reuslts—Linx Transaction”.

Nodis Tecnologia S.A. (a)

Jul/2021

100.00%

This company developed an omni-channel retail technology to digitize customer inventory in brick & mortar stores helping them sell online.

The acquisition was made through a combination of the conversion of convertible loans and the purchase of stake from the former shareholders.

APP Sistemas S.A. (APP)

Aug/2021

19.80%

APP develops an ERP/POS solution focused on the hotel segment.

Originally, we had acquired a 20% stake in APP. In April 2023 and in March 2024, our ownership in APP was diluted by the issuance of new shares under a long-term incentive program.

Trampolin Pagamentos S.A. (a)

Aug/2021

100.00%

Trampolin was a banking-as-a-service fintech that has developed a software that allows other companies to offer banking functionality on their own systems and/or offer white label digital wallet applications.

—

Neostore Desenvolvimento de Programas de Computador S.A. (Neomode)

Jan/2022

40.02%

Neomode offers a sales channel and white label commerce app platform with agnostic integrator to Enterprise Resource Planning (ERP), Point of Sale (POS), e-commerces and gateways with cloud-based solutions. The main objective is the development and supply of solutions that integrate online channels and physical stores in the omnichannel concept using its application and integrator.

In January 2022, we concluded the investment in Neomode, representing 40.02% of the total shares issued by the company.

Reclame Aqui

Feb/2022

50.00%

Reclame Aqui is an unlisted company based in Cayman Islands, with operations in Brazil, whose main activity is related to a public electronic platform for resolution of conflicts between customers and companies, offering software and API based CRM solutions to help businesses manage customer communication more efficiently.

For additional information, see “Item 5. Operating and Financial Review and Prospects—A. Operating Reuslts—Transaction with Reclame Aqui”.

Dental Office S.A. (Dental Office)

May/2022

20.00%

Dental Office develops cloud based ERP and scheduling & payments software servicing dental clinics.

We also hold a call option to acquire a 30% additional equity interest in the period from 2 to 3 years from the date of the closing of the agreement.

ThirdLevel Soluções de Internet S.A. (Plugg.to) (a)

Jun/2022

100.00%

Plugg.to developed technology that works as a marketplace hub, offering fast and intelligent integrations between virtual store platforms, ERP's and marketplaces.

—

Hubcount Tecnologia S.A. (Hubcount)

Aug/2022

75.60%

Hubcount develops technology that offers accounting BI & Software solutions to accounting offices and large corporations.

The acquisition of Hubcount was made through Questor, a subsidiary in which we own a 50% equity interest. Originally, Questor acquired a 75% stake in Hubcount and later increased such stake to 75,6% through a capital increase.

Agilize Tecnologia S.A. (Agilize)

Aug/2023

33.33%

Agilize develops technology that provides online accounting services.

The acquisition of the corporate stake in Agilize was made through the conversion of a credit arising from a convertible loan agreement.

(a)Company merged into another entity of the Group.

(b)Closing date of the first step of the step acquisition.

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Divestments in Software and other Companies

Since February, 2024, we no longer have an equity stake in PinPag. In January 2020, Linx Pay Meios de Pagamento Ltda. (“Linx Pay”) acquired 100% of the equity stake of Ametista Serviços Digitais Ltda. (“Ametista”), Diamante Serviços Digitais Ltda. (“Diamante”), Esmeralda Serviços Digitais Ltda. (“Esmeralda”) and Safira Serviços Digitais Ltda. (“Safira” and, jointly with Ametista, Diamante and Esmeralda, “PinPag”). PinPag is a company focused in financial solutions in electronic means of payment.

Since December 2023, we no longer have an equity stake in Creditinfo Caribbean. In November 2020, we acquired a 53.05% interest in EveryData Group LTD. SEZC (formerly known as StoneCo CI Ltd), EveryData Jamaica Limited (formerly known as Creditinfo Jamaica Ltd), EveryData (Guyana) Inc (formerly known as Creditinfo Guyana Inc) and EveryData (Barbados) Limited (formerly known as Creditadvice Barbados Ltd) (all together described as “Creditinfo Caribbean”). In October 2022, we lost control of Creditinfo Caribbean after a capital contribution by a new investor (after such investment, our stake was diluted to 47.75% of the company). In December 2023, we sold all our remaining interest in Creditinfo Caribbean and ceased to be a shareholder in such company. Creditinfo Caribbean is a private credit bureaus company, having as main products credit reports, credit scores, monitoring, international business reports and a suite of value-added services, based in the Cayman Islands, Jamaica, Guyana and Barbados, respectively.

Since June 2023, we no longer have an equity stake in Cappta S.A. (“Cappta”). Up to June 30, 2023, when we owned 69.58%, Cappta carried out the activities of (i) technology solutions for payments in installments, and (ii) technology solutions for electronic transfers. In June 2023, a reorganization of the businesses was carried by Cappta (“Cappta Reorganization”). As a result of the Cappta Reorganization, Cappta remained solely with the assets related to the activities of technology solutions for payments in installments, and Stef S.A. (a company incorporated under the Cappta Reorganization) remained with the assets related to the activities of technology solutions for electronic transfers. Subsequently to the Cappta Reorganization, we sold our stake in Cappta, and acquired 100% of Stef S.A.

Since February 2023, we no longer have an equity stake in Banco Inter S.A. (“Banco Inter”). For additional information regarding our transaction with Banco Inter, please refer to “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Transaction with Banco Inter”.

Since June 2021, we no longer have an equity stake in Linked Gourmet Soluções para Restaurantes S.A. (“Linked Gourmet”). In April 2020, we obtained control of Linked Gourmet through a step acquisition, which started in June, 2018, with the acquisition of a 27.06% interest, followed by the acquisition of another 21.50% interest in 2019 and an additional interest in April 2020, leading to the control of Linked Grourmet with a 58.1% interest. In June 2021, we sold all our interest in Linked Gourmet and ceased to be a shareholder in such company. Linked Gourmet is a company that develops software and services for the food service market.

New financial services license

On January 5, 2024, we received from the Central Bank a license to operate a financial services company (financeira), Stone Sociedade de Crédito, Financiamento e Investimento S.A. (“Stone SCFI”). This license enables Stone SCFI to develop and offer a range of new products, such as time deposits to improve and diversify our funding sources.

Capital markets events

On November 8, 2023 our subsidiary MNLT, formerly MNLT Soluções de Pagamento S.A., (“MNLT”) concluded its first issuance of debentures placing R$1 billion with a three year maturity at CDI + 1.75% payable annually. The debentures are guaranteed by both Stone Instituição de Pagamento S.A. (“Stone Instituição de Pagamento”) and by us and it is our first corporate issuance in the Brazilian capital markets.

On June 11, 2021, we issued our inaugural dollar bond, raising US$500 million in 7-year notes due June 16, 2028 and a yield of 3.95%, payable semiannually in December and June each year. We used the vast majority of the proceeds from this inaugural bonds to finance our investment on Banco Inter in 2021. The total bond issuance was equivalent to R$2,510.4 million, of which R$2,477.4 million is net of the offering transaction costs that will be amortized over the course of the bond. See “Item 4. Information of the Company—B. Business Overview—Our Growth Strategies—Selectively Pursue Acquisitions” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and capital resources—Issuance of Inaugural Bonds.”

In August 2020, we completed a primary follow on offering for 31.5 million Class A common shares, including the exercise of the underwriter’s option. The proceeds from the follow on were used to finance Linx Transaction, concluded in July 2021.

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New Incentive Plan Pool

In May 2022, our Board of Directors approved an amendment and restatement of our Long-Term Incentive Plan (“LTIP”) for the purpose of the adoption of a new equity-based incentive plan pool, comprised of 19.2 million shares to be granted in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”) under the LTIP. At the creation of the pool, a portion of it, 5.8 million shares, was approved for the grant of non-recurring long-term incentive plan awards, vesting of which is linked to the achievement of our annual goals and the performance of our stock price, of which 30% is to be vested in 3 years and 70% in 5 years if our goals are met. Each vesting period has a stock price trigger at multiples of our stock price, which aligns the incentive with significant shareholder returns. Another portion of the pool, 1.7 million shares, was approved for the grant of regular annual equity incentive compensation. The remaining portion of the pool, 11.6 million shares, will be used in the future at our discretion either for recurring annual compensation or related to the non-recurring long-term incentive plan mentioned above. In section “Item 6.Directors, Senior Management and Employees—B. Compensation”, we will show details about the consumption of the pool. Until the fourth quarter of 2022, share-based compensation expenses related to our non-recurring long-term incentive plan were adjusted in our adjusted statement of profit or loss, similar to our IPO incentive plan. Share-based compensation expenses related to our regular annual equity compensation were not adjusted in our statement of profit or loss given its recurring nature. See “Item 6. Directors, Senior Management and Employees—B. Compensation—Long-Term Incentive Plans (LTIP)”.

Board Changes

Throughout 2023, we have made certain changes to the composition of our Board of Directors to support the next stage of our growth, as detailed below:

•Roberto Moses Thompson Motta retired as a member of our Board of Directors after many years of service, effective as of February 2023.

•Pedro Zinner stepped down from the Board in the beginning of 2023 and assumed the role of CEO of StoneCo in March 2023.

•Thiago dos Santos Piau, who was StoneCo’s CEO until March 2023, was appointed to our Board in the beginning of 2023.

•Pedro Franceschi, Co-Founder & Co-CEO of Brex, has agreed to retire from our Board as of April 2023.

•Silvio José Morais, who has served as our Interim Chief Financial Officer of StoneCo, has agreed to return to his position as member of our Board of Directors effective in July 2023.

•Luiz André Barroso, a Google Fellow with over 30 years of experience in technology and a reference in technology and innovation, joined our Board in April 2023. In September 2023, he ceased to be a member of our Board considering that we sadly announced that he had passed away.

•Gilberto Caldart, a former Vice Chairman and President of International Markets at Mastercard, where he worked more than 14 years, joined our Board, as an interim member, as of December 2023.

As a result of the above mentioned changes, as of December 31, 2023, our Board of Directors was composed of 9 Directors: (i) André Street (Chairman); (ii) Conrado Engel (Vice-Chairman); (iii) Luciana Ibiapina Aguiar; (iv) Diego Fresco Gutierrez; (v) Mauricio Luis Luchetti; (vi) Patricia Verderesi Schindler; (vii) Thiago dos Santos Piau; (viii) Silvio José Morais; and (ix) Gilberto Caldart (interim member).

In addition, as announced in March 2024, in the context of a planned transition (“Board Transition”), our founder, Mr. André Street, informed us that he has chosen not to seek re-election at StoneCo’s Annual General Meeting held on April 23, 2024 (“AGM”). Likewise, Mr. Conrado Engel, our former Vice-Chairman, and Patricia Verderesi Schindler, informed us that they would also not seek re-election, having completed their two-year commitment to us. In preparation for this transition, the candidates nominated for appointment to the board at the AGM included Mr. Mauricio Luis Luchetti, as the new Chairman, and Mr. Gilberto Caldart, as the Vice-Chairman of our Board of Directors. Additionally, Mr. José Alexandre Scheinkman was nominated for appointment to the Board at the AGM.

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As a result of the Board Transition and as approved at the AGM, our Board of Directors is currently composed of 7 Directors, 6 of whom are independent:

•Mauricio Luis Luchetti - Chairman (independent member).

•Gilberto Caldart - Vice-Chairman (independent member).

•Diego Fresco Gutierrez (independent member).

•José Alexandre Scheinkman (independent member).

•Luciana Ibiapina Aguiar (independent member).

•Silvio José Morais (independent member).

•Thiago dos Santos Piau.

Organizational Changes on Management

Throughout 2023, we announced changes to our executive management to better align us around specific go-to-market strategies per client segment and to accelerate the integration of its software and financial solutions, as detailed below:

•Pedro Zinner stepped down from the Board in the beginning of 2023 and assumed the role of CEO of StoneCo as of March 2023.

•Thiago dos Santos Piau, who was StoneCo’s CEO until March 2023, was appointed to our Board in the beginning of 2023.

•Augusto Lins, who has served as our President, resigned to this position in May 2023.

•Mateus Scherer Schwening, a partner at Stone since 2015, was appointed as Chief Financial Officer and Investor Relations Officer, positions he holds since July 2023. Mr. Scherer left the position of Vice President of Finance in May 2023.

•Rafael Martins, who has served as our Investor Relations Officer, resigned to this position in July 2023.

•Silvio José Morais, who has served as our Interim Chief Financial Officer of StoneCo, has agreed to return to his position as member of our Board of Directors effective as of July 2023.

•Caio Fiuza, who was appointed COO of our Financial Platform Division, resigned to this position in October 2023.

•Fabio Vieira Kapitanovas joined us in October 2023 as Chief People and Operating Officer, to lead our People, Shared Services and Operations teams. Mr. Kapitanovas is a senior executive with more than 23 years of experience at Kraft Heinz and AB-Inbev in various operating roles. He will focus on facilitating company-wide operational excellence and creating a more coordinated, streamlined and cost-effective approach to operations.

•Gilsinei Hansen, who was appointed COO of our Software Division, resigned to this position in October 2023.

•João Lourenço Vivan Bernartt was our Chief Information Officer in 2023. In October 2023, João Bernartt left his duties as Chief Information Officer and was appointed as our Chief Product and Innovation Officer.

•Lia Machado de Matos, who already occupied the position of Chief Strategy Officer since 2016, was appointed as our Chief Marketing Officer in October 2023.

•Maria Carolina Sanchez da Costa joined us in October 2023 and was appointed as Chief Impact and Sustainability Officer. Mrs. Da Costa has over 22 years of experience in impactful and problem solving projects across education, healthcare, and asset management.

•Mateus Costa Biselli was appointed as Chief Client Officer of Small and Medium Merchant Business in October 2023. Mr. Biselli joined us in 2013 and has held leadership positions in the Sales, People, Operations and SMB Client segment.

•Sandro de Oliveira Bassili initiated 2023 as Chief People and Management Officer. In October 2023, Sandro Bassili left his duties as Chief People and Management Officer and was appointed as our Chief Operating Officer of Software.

•Victor Vieira Lino was appointed as Chief Client Officer of Micro Merchants Business in October 2023. Mr. Lino joined the Company in 2017 when he joined our logistics team, overseeing planning and supply chain optimization.

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Change of Control of the Company

In June 2022, following a series of governance enhancements, we submitted to the Central Bank a technical change of control request amid a corporate restructuring involving our founder shareholders. As part of this restructuring, Eduardo Pontes would leave HR Holdings, LLC and consequently convert his original super voting Class B common shares into Class A common shares. As a result, our two co-founders would collectively and individually have less than 50% of the voting power. Though one of our founders, André Street, would still be a reference shareholder, after the authorization of the Central Bank there will be a decrease in the concentration of votes held by our founding shareholders, resulting in no single shareholder having more than 50% of our voting power.

On November 29, 2022, the Central Bank approved the Company’s change of control through a corporate restructuring involving the conversion of Mr. Eduardo Pontes interests in Company’s Class B super-voting shares from HR Holdings, LLC (which were held indirectly through holding companies) into Class A common shares directly owned by his family controlled entities (the “Corporate Restructuring”).

As a result of the Corporate Restructuring, HR Holdings, LLC became the owner of 31.1% of our voting power. As of March 31, 2024, our founding shareholders and HR Holdings, LLC are the owners of 31.3% of the company’s voting power. HR Holdings and Cakubran Holdings parent company is VCK Investment Fund Limited SAC A, whose primary investor is our co-founder, André Street.

On April 28, 2023, in connection with the Corporate Restructuring, our founding shareholders executed an irrevocable waiver to formally waive certain rights, provided under our amended and restated memorandum and articles of association adopted by special resolution passed on October 11, 2018 and the shareholders agreement among us and the founder shareholders dated as of October 29, 2018 (the “Shareholders Agreement”), which they had already agreed and committed not to exercise since November 29, 2022. See “Item 10. Additional Information—B. Memorandum and articles of association” for information regarding our Articles of Association.

Special Note Regarding Non-IFRS Financial Measures

This annual report presents our adjusted net income (loss) for the convenience of investors. Adjusted net income (loss) is a non-IFRS financial measure. Generally, a non-IFRS financial measure is a numerical measure of a company’s performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with IFRS. Adjusted net income (loss), however, should be considered in addition to, and not as a substitute for or superior to, profit (loss), or other measures of the financial performance prepared in accordance with IFRS.

Adjusted net income (loss) is prepared and presented to eliminate the effect of items from profit (loss) that we do not consider indicative of our continuing business performance within the period presented. We define adjusted net income (loss) as profit (loss) for the period, adjusted for (1) amortization of fair value adjustments related to acquisitions, (2) impairment charges (and reversal of impairment charges), (3) unusual income and expenses, and (4) tax effects of the foregoing adjustments, as described in note (3) to “Presentation of Financial and Other Information—Selected financial data.” Note that as from the second quarter of 2022 and following the partial sale of our stake in Banco Inter, we have stopped adjusting the financial expenses related to our bond in our adjusted numbers. Also, starting in 2023, we decided to stop adjusting the expenses related to share-based expenses in our adjusted numbers. Therefore, in some of the tables of this document, we have made these adjustments retrospectively, as will be noted in the footnotes.

Adjusted net income (loss) is presented because our management believes that this non-IFRS financial measure can provide useful information to investors, securities analysts and the public in their review of our operating and financial performance, although it is not calculated in accordance with IFRS or any other generally accepted accounting principles and should not be considered as a measure of performance in isolation. We believe adjusted net income (loss) is useful to evaluate our operating and financial performance for the following reasons:

•adjusted net income (loss) is used by investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company and from period to period, depending on their accounting and tax methods, the book value of their assets and the method by which their assets were acquired;

•amortization of the fair value adjustment relating to acquisitions can vary substantially from company to company and from period to period depending upon the applicable financing and accounting methods, the fair value and average expected life of the acquired intangible assets, the capital structure and the method by which the intangible assets were acquired and, as such, we do not believe that these adjustments are reflective of our core operating performance; and

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•other one-time charges that are not reflective of our core operating performance, which include the fair value adjustment related to associates call option, earn-out and earn-out interests related to acquisitions, reversal of litigation of Linx and divestment of assets.

We use adjusted net income (loss) as a key profitability measure to assess the performance of our business. We believe that adjusted net income (loss) should therefore be made available to investors, securities analysts and other interested parties to assist in their assessment of the performance of our business.

Adjusted net income (loss) is not a substitute for net income or loss for the period, which is the IFRS measure of earnings. Additionally, our calculation of adjusted net income (loss) may be different from the calculation used by other companies, including our competitors in the payments processing industry, because other companies may not calculate these measures in the same manner as we do, and therefore, our measure may not be comparable to those of other companies. Additionally, this measure is not intended to be a measure of cash available for management’s discretionary use as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. For a reconciliation of our adjusted net income (loss), see “Presentation of Financial and Other Information—Selected financial data”. You are encouraged to evaluate our adjustments and the reasons we consider them appropriate.

Market Share and Other Information

This annual report contains data related to economic conditions in the market in which we operate. The information contained in this annual report concerning economic conditions is based on publicly available information from third-party sources that we believe to be reliable. Market data and certain industry forecast data used in this annual report were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the United States Securities and Exchange Commission website) and industry publications. We obtained the information included in this annual report relating to the Brazilian internet, payment solutions and e-commerce markets, and more broadly, the industry in which we operate, as well as the estimates concerning market shares, through internal research, public information and publications on the industry prepared by official public sources, such as (1) the Brazilian Association of Credit Card and Service Companies (Associação Brasileira das Empresas de Cartões de Crédito e Serviços - ABECS), (2) the Central Bank, (3) the Brazilian Federation of Banks (Federação Brasileira de Bancos (FEBRABAN), (4) the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística) (“IBGE”) (5) IDC (International Data Corporation) and (6) Reclame Aqui among others.

Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as if they are reliable, neither we, the selling shareholders, the underwriters, nor their respective agents have independently verified it. Governmental publications and other market sources, including those referred to above, generally state that their information was obtained from recognized and reliable sources, but the accuracy and completeness of that information is not guaranteed. Please note that from time to time, such sources can review numbers already reported, which can affect the comparability of this annual report to previous reports. In addition, the data that we compile internally and our estimates have not been verified by an independent source. Except as disclosed in this annual report, none of the publications, reports or other published industry sources referred to in this annual report were commissioned by us or prepared at our request. Except as disclosed in this annual report, we have not sought or obtained the consent of any of these sources to include such market data in this annual report.

Rounding

We have made rounding adjustments to some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

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FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this annual report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,” “estimate” and “potential,” or the negative of these terms or other similar expressions.

Forward-looking statements appear in a number of places in this annual report and include, but are not limited to, statements regarding our intent, belief or current expectations. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section entitled “Item 3. Key Information—D. Risk Factors” in this annual report. The statements we make regarding the following matters are forward-looking by their nature:

•our expectations regarding revenues generated by transaction activities and other services, subscription and equipment rental fees and financial income;

•our expectations regarding our operating and net profit margins;

•our expectations regarding significant drivers of our future growth;

•our expectations regarding the performance of our current and new solutions;

•our plans to continue to invest in research and development of technology for both existing and new products and services;

•our ability to differentiate ourselves from our competition by delivering a superior customer experience and through our network of hyper-local sales and services and other distribution channels;

•our ability to attract and retain a qualified management team and other team members while controlling our labor costs;

•our ability to invest more and collect results in the short-term;

•our plans to expand our footprint and explore opportunities in adjacent sectors and markets;

•competition adversely affecting our profitability and growth;

•the occurrence of a natural disaster, widespread health epidemic or pandemics, such as the coronavirus (COVID-19) pandemic;

•fluctuations in interest, inflation and exchange rates in Brazil and any other countries we may serve;

•general economic, financial, political, demographic and business conditions in Brazil and any other countries we may serve;

•the inherent risks related to the digital payments market, such as the interruption, failure or breach of our computer or information technology systems;

•our ability to anticipate market needs and develop and introduce new and enhanced products and service functionalities to adapt to changes in our industry;

•our ability to innovate and respond to technological advances, changes in the regulatory environment and changing market needs and customer demands;

•our ability to maintain, protect and enhance our brand and intellectual property;

•changes in consumer demands and preferences and technological advances, and our ability to innovate in order to respond to such changes;

•our failure to successfully maintain a relevant omnichannel experience for our clients, thereby adversely impacting our results of operations;

•our ability to implement technology initiatives successfully and to capture the anticipated benefits of such initiatives; and

•our plans to pursue, conclude and successfully integrate strategic acquisitions.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

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CERTAIN TERMS AND CONVENTIONS

A glossary of industry and other defined terms is included in this annual report, beginning on page 178.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and senior management

Not applicable.

B. Advisers

Not applicable.

C. Auditors

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

A. Offer statistics

Not applicable.

B. Method and expected timetable

Not applicable.

ITEM 3. KEY INFORMATION

A. [Reserved]

B. Capitalization and indebtedness

Not applicable.

C. Reasons for the offer and use of proceeds

Not applicable.

D. Risk factors

The following summarizes the principal factors that make an investment in our company speculative or risky, all of which are more fully described in the risk factors below. This summary should be read in conjunction with the risk factors below and should not be relied upon as an exhaustive summary of the material risks facing our business. The following factors could result in harm to our business, reputation, revenue, financial results, and prospects, among other impacts:

•If we cannot keep pace with rapid developments and change in our industry and continue to acquire new merchants as rapidly as in the past, the use of our services could decline, reducing our revenues;

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•Substantial and increasingly intense competition, both within our industry and from other payments methods, may harm our business;

•Degradation of the quality of the products and services we offer, including support services, could adversely affect our ability to attract and retain merchants and partners;

•If we fail to manage our growth effectively, our business could be harmed;

•Our efforts to expand our product portfolio and market reach may not succeed and may reduce our revenue growth;

•Our systems and our third-party providers’ systems may fail due to factors beyond our control, which could interrupt our service, cause us to lose business and increase our costs;

•In the past, we identified material weaknesses in our internal control over financial reporting and, if we fail to maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud;

•

StoneCo Ltd. [STNE] Filings
20-F	[2024-04-24]
20-F	[2023-05-01]
20-F	[2022-04-29]
20-F	[2021-04-07]
20-F	[2020-04-29]
20-F	[2019-04-29]
F-1	[2019-04-01]
F-1	[2018-10-01]