PRIO Financial Settlement of the Debentures

PRIO S.A. (“PRIO” or “Company”) (B3: PRIO3) and PRIO Forte S.A. (“Issuer”), in compliance with the terms of the Resolution No. 44, of August 23rd, 2021, as amended, issued by the Brazilian Securities and Exchange Comission (“CVM Resolution 44” and “CVM”, respectively), and Resolution No. 160, of July 13, 2022, as amended, issued by CVM (“CVM Resolution 160”), in addition to the Material Fact disclosed on February 5, 2025, hereby informs its shareholders and the market in general the conclusion of the financial settlement, on this date, of the fifth issuance of simple, non-convertible unsecured debentures of the Issuer, in two series, with corporate guarantee, in the total amount of R$ 1,200,000,000.00 on the issuance date (“Debentures”, “Issuance” and “Issuance Date”, respectively), of which R$800,000,000.00 corresponds to the debentures of the first series (“Debentures of the First Series”), and R$400,000,000.00 corresponds to the debentures of the second series (“Debentures of the Second Series”). The Debentures of the First Series have a maturity period of five (5) years from the Issuance Date, having its due date on February 20, 2030, and the Debentures of the Second Series have a maturity period of seven (7) years from the Issuance Date, having its due date on February 20, 2032. The Debentures were the object of a public offering, carried out under the automatic registration procedure, with no need for prior analysis, pursuant to CVM Resolution 160, aimed exclusively at professional investors, with a firm guarantee for all the Debentures (“Offering”), whose closing is scheduled for March 5, 2025.

In addition to the Material Fact released on on February 5, 2025, the Issuer has swapped the debt through derivative instruments with the purpose of being exposed to US dollars. Therefore, the Issuance together with the derivative instruments will result in an average dollarized cost of 6.78% per year and an approximate duration of 4.4 years.

The terms and conditions of the Debentures are set out in the minutes of the Meetings of the Boards of Directors of the Company and the Issuer held on February 5, 2025, the “Instrumento Particular de Escritura da 5ª (Quinta) Emissão de Debêntures Simples, Não Conversíveis em Ações, em 2 (Duas) Séries, da Espécie Quirografária, com Garantia Adicional Fidejussória, para Distribuição Pública, Registrada sob o Rito Automático, Destinada a Investidores Profissionais, da PRIO Forte S.A.” (“Indenture”), and the other Offering documents available on the websites of the Issuer and/or the Company and the CVM, as the case may be. The terms used in this Material Fact that are not defined herein shall have the same meaning attributed to them in the Indenture. This material is exclusively for informational purposes, in accordance with applicable law, and does not constitute, and must not be interpreted as, for all legal purposes and effects, an effort to sell the Debentures and/or advertise the Offering.