Motiva S.A.: Motiva - Results for the 4th quarter of 2025

SÃO PAULO, Feb. 10, 2026 /PRNewswire/ --

Highlights

1. On November 13, 2025, the Amendment at SPVias was signed, resulting in the extension of the concession term by 322 days.
2. On November 18, 2025, the Company announced the sale of its Airport Business for R$5 billion (EV/EBITDA of 8.8x @Stake), in line with its portfolio simplification and capital recycling strategy. As of that date, airport operations have been classified as Assets and Liabilities Held for Sale and as Discontinued Operations.
3. On December 5, 2025, the Company announced the recognition of an economic-financial rebalance related to the impacts of the COVID-19 pandemic on tariff revenues, totaling approximately R$ 1.5 billion.
4. On December 5, 2025, the Company announced that, starting on December 19, it would begin paying approximately R$?294 million in interim dividends related to the results accrued through September 30, 2025.
5. On December 11, 2025, the Company was awarded the Bidding Process for Autopista Fernão Dias S.A., offering a 17.05% discount on the basic toll rate.
6. In 2025, ancillary revenues (excluding the Airports Platform) grew by 10.2%, in line with the Ambition 2035 target of double-digit growth.
7. The OPEX (cash)/Adjusted Net Revenue ratio reached 37.5%¹ in 2025, representing the delivery, one year ahead of schedule, of the commitment set for 2026 (<38%). Excluding the Airport Business, the ratio would have been 36.1%.

1. For the purposes of this calculation, it considers (i) jointly owned subsidiaries and (ii) the Airport Business.

Consolidated Operational and Financial Highlights
OPERATIONAL AND FINANCIAL HIGHLIGHTS (R$ MM)	4Q24	4Q25	Var. %	2024	2025	Var. %
Consolidated Adjusted Net Revenue¹	3,790	4,047	6.8 %	14,538	15,296	5.2 %
Consolidated Adjusted EBITDA¹	2,017	2,525	25.2 %	8,281	9,522	15.0 %
Adjusted EBITDA - Toll Roads	1,584	1,917	21.0 %	6,237	7,139	14.5 %
Adjusted EBITDA - Rails	552	670	21.4 %	2,113	2,422	14.6 %
Adjusted EBITDA - Airports	221	303	37.1 %	1,014	1,215	19.8 %
Adjusted EBITDA - Others	(342)	(368)	7.6 %	(1,082)	(1,254)	15.9 %
Consolidated Adjusted EBITDA Margin2	53.2 %	62.4 %	9.2 p.p.	57.0 %	62.3 %	5.3 p.p.
Adjusted Net Income¹	360	606	68.3 %	1,780	2,225	25.0 %
ROE LTM3	8.9 %	20.1 %	11.2 p.p.	8.9 %	20.1 %	11.2 p.p.
ROIC LTM3	5.9 %	10.5 %	4.6 p.p.	5.9 %	10.5 %	4.6 p.p.
Net Debt/LTM Adjusted EBITDA (x)	3.3x	3.6x	0.3x	3.3x	3.6x	0.3x
Toll Roads - Vehicle Equivalents (million)	309.0	313.6	1.5 %	1,218.7	1,154.1	-5.3 %
Rails - Passengers Transported (million)	191.9	191.4	-0.3 %	752.5	756.3	0.5 %
Airports - Passengers Boarded (million)4	10.3	11.0	6.5 %	39.7	42.5	7.0 %
CAPEX5	2,360	3,038	28.7 %	7,342	8,508	15.9 %

1. Excludes construction revenue and costs. Adjustments are described in the "non-recurring effects" section in Exhibit I.

2. The Adjusted EBITDA Margin was calculated by dividing Adjusted EBITDA by Adjusted Net Revenue.

3. ROE = Corporate Net Income/Equity | ROIC = NOPAT (EBIT*1-effective rate)/Invested Capital (Equity + Gross Debt). Equity and Gross Debt are presented at book value. Does not exclude "non-recurring effects".

4. As of 1Q25, all operational data for the airport business contained in this Release will be presented as total passengers versus passengers boarded (which only considers passengers that generate revenue).

5. Includes improvement works that do not generate future economic benefits for ViaOeste.

Discontinuation of the Airport Business and Accounting Reclassification

On November 18, 2025, the Company entered into a share purchase and sale agreement for 100% of the shares of Companhia de Participações em Concessões ("CPC") with ASUR, marking the full divestment of the Airport Business. The execution of the agreement resulted in relevant accounting effects, as from that date aall results and balance sheet positions related to the airport segment were consolidated into a specific line item in the Income Statement, entitled Result from Discontinued Operations, and in the Balance Sheet as Assets and Liabilities Held for Sale.

The 2024 results were reclassified and restated to reflect this change, and the 2025 results have already been presented without the contribution of airport operations to the Company's consolidated figures. These reclassifications took place in 4Q24 and 4Q25 and had a significant impact on the figures reported for the period, making the comparison of key indicators unfeasible. Below is a table with the consolidated figures reflecting the reclassifications of the Airport Business:

IFRS - Key Indicators - Includes the reclassification of the Airport Business
OPERATIONAL AND FINANCIAL HIGHLIGHTS (R$ MM)	4Q24	4Q25	Var. %	2024	2025	Var. %
Adjusted Net Revenue1	1,663	1,685	1.3 %	12,411	12,933	4.2 %
Adjusted EBITDA1	1,003	1,309	30.6 %	7,268	8,306	14.3 %
Adjusted EBITDA Margin2	60.3 %	77.7 %	17.4 p.p.	58.6 %	64.2 %	5.7 p.p.
Adjusted Net Income1	360	606	68.2 %	1,780	2,225	25.0 %

1. Excludes construction revenue and costs. Adjustments are described in the "non-recurring effects" section in Exhibit I.

2. The Adjusted EBITDA Margin was calculated by dividing Adjusted EBITDA by Adjusted Net Revenue.

\ Videoconference

Conference call in Portuguese with simultaneous translation into English:

February 10^th, 2026

9:30 a.m. São Paulo / 7:30 a.m. New York

Videoconference link:

https://motiva-br.zoom.us/webinar/register/WN_37Xv5m_DTeGZp9nkY5u_FA#/registration

\ IR Contacts

Flávia Godoy: ([phone] - [e-mail]

Douglas Ribeiro: ([phone] - [e-mail]

Cauê Cunha: ([phone] - [e-mail]

Caique Moraes: ([phone] - [e-mail]

Ana Beatriz Bovo:([phone] - [e-mail]

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