REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

PagSeguro Digital Ltd.
(Name of Registrant)

Conyers Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, P.O. Box 2681,
Grand Cayman, KY1-1111, Cayman Islands
(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

 Form 20-F ☒     Form 40-F ☐

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

 

 

 

 

 

 

   As of June 30, 2025 and for three and six-month periods ended June 30, 2025 and 2024

 

  Contents

 

  Unaudited condensed consolidated interim financial statements

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.        General information

 

PagSeguro Digital Ltd., (“PagSeguro Digital” or the “Company”), is a holding company with its principal executive office located in Cayman Islands, subsidiary of Universo Online S.A. (“UOL”), referred to, together with its subsidiaries, as the “PagSeguro Group” or the “Group”, and was incorporated on July 19, 2017. A total of 99.9% of the shares of PagSeguro Internet Instituição de Pagamento S.A. (“PagSeguro Brazil”) were contributed to PagSeguro Digital on January 4, 2018 and PagSeguro Digital maintains control of PagSeguro Brazil.

 

PagSeguro Brazil is a privately held corporation established on December 20, 2006, and engages in providing financial technology solutions and services and corresponding related activities, focused principally on micro-merchants and small and medium-sized businesses (“SMBs”).

 

In June 2024, PagSeguro Digital acquired 5% of Fundo de Investimento em Direitos Creditórios – PagSeguro (“FIDC”) shares from its subsidiary PagSeguro Brazil, which together with the 15% of FIDC shares previously acquired resulted in PagSeguro Digital owning 20% of the share capital of the fund.

 

On June 28, 2024, PagSeguro Group constituted an investment fund as a subsidiary of PagSeguro Brazil called Fundo de Investimento em Direitos Creditórios – Pagbank Multiadquirencia (“FIDM”). The objective of this fund is to anticipate third-party assignments in accordance with market operations.

 

In January and February, 2025, the subsidiaries Yamí and Zygo was incorporated by Pag Participações.

In April, 2025, PagSeguro Group constituted a new company as a subsidiary of PSHC called PSGP México Aggregator S. de R.L. de C.V (“PBMX México”) and is still pre-operational.

 

The subsidiaries of PagSeguro Digital are PagSeguro Brazil, PagSeg Participações Ltda. (“PagSeg”), BS Holding Financeira Ltda. (“BS Holding”), Pag Participações Ltda (“Pag Participações”) and PagSeguro Holding Ltd. (“PSHC”). The PagSeguro Group subsidiaries are as follows:

 

These unaudited condensed consolidated interim financial statements include PagSeguro Brazil, PagSeg, Pag Participações, BS Holding, PSHC and corresponding subsidiaries.

 

 

2. Presentation and preparation of the unaudited condensed consolidated interim financial statements and material accounting policies

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB®”) and the International Financial Reporting Standards (“IFRS®”), disclose all (and only) the applicable significant information related to the financial statements, which is consistent with the information utilized by management in the performance of its duties. The consolidated interim financial statements are presented in thousands of Brazilian reais, unless otherwise indicated, which is the functional currency of PagSeguro Group.

 

These unaudited condensed consolidated interim financial statements as of June 30, 2025 and for the three and six-months periods ended June 30, 2025 and 2024 (“Interim Financial Statements”) were authorized for issuance by the PagSeguro Digital’s Board of Directors on August 12, 2025.

 

An entity shall include in its interim financial report an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the entity since the end of the last annual reporting period. Information disclosed in relation to those events and transactions shall update the relevant information presented in the most recent annual financial report.

 

These Interim Financial Statements do not include all the notes of the type normally included in an annual consolidated financial statement. Accordingly, this report is to be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024 (the “Annual Financial Statements”).

 

The accounting policies and critical accounting estimates and judgments adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the adoption of new and amended IFRS Accounting Standards as set out below.

The Pagseguro Group has applied the following amendments for the first time from January 1, 2025:

 

 

 

3. Consolidation of subsidiaries

 

 

 

The operational context of the subsidiaries is to be read in conjunction with the annual financial statements for the year ended December 31, 2024.

 

 

4. Segment reporting

 

Operating segments are determined based on the information reported and reviewed by the chief operating decision maker (“CODM”). The Board of Directors has been identified as the CODM and is responsible for allocating resources and assessing the performance of the business and to make PagSeguro Group’s strategic decisions.

 

Considering that all decisions are based on consolidated reports, and that all decisions related to strategic and financial planning, purchases, investments, and the allocation of funds are made on a consolidated basis, the PagSeguro Group and its subsidiaries operate in a single segment, as financial service agents.

 

Main companies of PagSeguro Group are domiciled in Brazil and have revenue arising from local customers and customers located abroad. The main revenue is related to sales from the domestic market. The revenue from international market represents 0.6% and 0.7% for the three and six-months periods ended June 30, 2025 (1.3% and 1.0% for the three and six-months periods ended June 30, 2024, respectively).

 

5. Cash and cash equivalents

 

Cash and Cash Equivalents are held for the purpose of meeting short-term cash needs and include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three-months or less and with immaterial risk of change in value.

 

Short-term bank deposits are mainly represented by amounts to cover instant payments (PIX), cash on ATMs and client payments.

 

Short-term investments are mainly represented by voluntary deposits in Brazilian Central Bank (“BACEN”) not related to any compulsory reserve with highly liquid investments with original maturities of three-months or less, with an average return of 100% of the CDI (14.9% per year as of June 30, 2025 and 12.15% per year as of December 31, 2024).

 

6. Financial investments

 

Consists mainly of investments in Brazilian Treasury Bonds (“LFTs”) and financial letters in the amount of R$448,012 as of June 30, 2025 (R$487,294 as of December 31, 2024) with an average return of 100% of the CDI (14.90% per year as of June 30, 2025 and 12.15% per year as of December 31, 2024), with original maturities greater than three-months, but not related to any compulsory reserve. The LFTs were classified as fair value through other comprehensive income and financial letters as amortized cost. Unrealized accumulated OCI effects on LFTs for the six-months periods ended in June 30, 2025 and 2024 as disclosed on note 22.

 

 

Consists in investments to comply with requirements for authorized payments institutions and to support the operations for financial institutions as set forth by the Brazilian Central Bank in the amount of R$4,426,026 as of June 30, 2025 (R$4,761,404 in December 31, 2024) with an average return of 100% of the CDI (14.90% per year as of June 30, 2025 and 12.15% per year as of December 31, 2024). The LFTs were classified as fair value through other comprehensive income and compulsory reserve as amortized cost. Unrealized accumulated OCI effects on LFTs for the six-months periods ended in June 30, 2025 and 2024 as disclosed on note 22.

 

 

8. Accounts receivable

 

The composition of the accounts receivables are as follows:

 

 

 

 

(i)    Card issuers: receivables derived from transactions where PagSeguro Brazil acts as the financial intermediary in operations with the issuing banks, related to the intermediation agreements between PagSeguro Brazil and Visa, Mastercard, Hipercard, Amex or Elo. However, PagSeguro Brazil’s contractual accounts receivable is with the financial institutions, which are the legal obligors on the accounts receivable payment. Additionally, amounts due within 27 days of the original transaction, including those that fall due with the first installment of installment receivables, are guaranteed by Visa, Mastercard, Hipercard, Amex or Elo, as applicable, if the legal obligors do not make the payment. Acquirers refers to card processing transactions to be received from the acquirers, which are a third parties acting as financial intermediaries between the issuing bank and PagSeguro Brazil. The Group has identified certain receivables from Card Issuers and Acquirers which are managed separately. The Group assessed that the appropriate business model of some Card Issuers and Acquirers originated after September of 2024 which is held by the Group as part of liquidity management is held to collect and sell and measured at FVOCI. Therefore, part of receivables, in the amount of R$3,377,440 (R$1,819,020 in December 31, 2024), changed from amortized cost to fair value through other comprehensive income. Unrealized loss in the accounts receivable mark-to-market, net of taxes, in the six-months ended June 30, 2025, totaled R$75,863 (R$0 in the six-months ended June 30, 2024).   

(ii)    Refers to other dispersed receivables from legal obligors.

(iii)   Payroll Loans, Credit Cards receivables and Other Loans are presented net of the ECL (“expected credit losses”) and are measured according to the IFRS 9, using: Exposure at Default (EAD) related to the exposed credit risk at default; Probability of Default (PD) related to the probability of the counterparty not meeting its contractual payment obligations; and Loss Given Default (LGD) related to the percentage of the exposure that is not expected to be recovered in the event of default. In addition to the methodology for calculating the allowance for impairment (EAD x PD x LGD). The Group takes into consideration the forward-looking information and assumptions such as the historical loss experienced at individual transactions level, credit quality and guarantees, economic factors and estimated future cash flows, which could impact the calculation model for provisioning expected credit losses.

 

The maturity analysis of accounts receivables are as follows:

 

The maturity analysis of credit receivables as of June 30, 2025 and December 31, 2024 are as follows:

 

 

 

 

For the credit receivables, the weighting of objective factors plus the analysis of the coverage percentage of accessory guarantees leads to the customer rating that allows the grouping of customers with similar credit risks and classification into one of the following stages as suggested by IFRS9:

 

 

 

 

 

 

The reconciliation of credit portfolio operations segregated by stages:

 

 

The reconciliation of expected credit losses of credit portfolio receivables segregated by stages:

 

 

 

 

 

 

The movement in the allowance for expected credit losses of credit receivables is as follows:

 

 

9. Recoverable taxes

 

 

 i.  Refers mainly to withholding taxes from income tax and social contribution.

 ii. Refers to Social Integration Program (PIS) and Social Contribution on Revenues (COFINS) recoverable on transaction activities and other services.

 

 

 

10. Related-party balances and transactions

 

i)   Balances and transactions with related parties

 

(a)    Certificate of Deposits (CD) acquired by related parties from BancoSeguro with interest rate between 103% to 106% (104% to 106% on December 31, 2024) per year of CDI. The maturity analysis is as follows:

 

 

(b)   Sales of services refer mainly to the purchase of advertising services from UOL, colocation, development of software and cloud services acquired from other entities within the Uol Group. Invillia and Everymind was incorporated by Compass UOL Tecnologia in April and June, 2025, respectively.

(c)    Shared services costs mainly related to payroll costs that are incurred by the parent Group UOL and are charged to PagSeguro Group.

(d)    This receivable refers to borrowing made from Biva Sec with interest rate of 100% of CDI plus 2.5% per year.

 

 

 

10. Related-party balances and transactions (continued)

 

 

ii)   Revenue and expense from transactions with related parties

 

(a)       Expenses are related to Certificate of Deposits (CD) from BancoSeguro.

(b)      Sales of services are related to advertising services from UOL, revenue is related to intermediation fee and expenses related to colocation and cloud services, acquired from other entities within the Uol Group. Invillia and Everymind was incorporated by Compass UOL Tecnologia in April and June, 2025, respectively.

(c)      Shared services costs mainly related to payroll costs sharing that are incurred by the parent Group UOL and are charged to PagSeguro Group. Such costs are included in administrative expenses.

(d)       Revenue refers to borrowing made from Biva Sec with interest rate of 100% of CDI plus 2.5% per year.

 

iii)   Key management compensation

 

Key management compensation includes short and long-term benefits of PagSeguro Brazil’s executive officers. The short and long-term compensation related to the executive officers for the three and six-months periods ended June 30, 2025 amounted to R$11,155 and R$22,973 (R$10,145 and R$24,161 for the three and six-months periods ended June 30, 2024).

 

 

 

11. Property and equipment

 

a)   Property and equipment are composed as follows:

b)   The changes in cost and accumulated depreciation were as follows:

 

 

 

(i)       Net book value of POS devices is R$2,320,148 (R$2,254,758 as of December 31, 2024), which are depreciated over 5 years. The depreciation of POS in the six-months period ended June 30, 2025, amounted to R$417,326 (R$369,167 in the six-months period ended June 30, 2024). On June 30, 2025, PagSeguro have contractual obligations to acquire POS devices in the amount of R$524,796 (R$417,064 as of December 31, 2024).

(ii)      As of June 30, 2025, PagSeguro had a lease liability presented in other current liabilities in the amount of R$19,137 (R$15,506 as of December 31, 2024) and as non-current liability in the amount of R$66,004 (R$71,955 as of December 31, 2024). For the six-months ended June 30, 2025, the Group incurred in financial costs related to these leases of R$9,913 (R$9,263 in the six-months period ended June 30, 2024).

(iii)     The Group monitors closely merchants activity and POS life-time value. If the Group detects inactivity for a certain period, the Group provisions write-off of POS devices associated. During the six-months ended June 30, 2025, the provisions for the net book value amounted R$73,792 (of which R$251,315 are cost and R$177,523 are accumulated depreciation), in comparison to R$95,865 (of which R$210,815 are cost and R$114,950 are accumulated depreciation) for the six-months ended June 30, 2024.

 

 

12. Intangible assets

 

a)   Intangible assets are composed as follows:

 

 

(i)  The PagSeguro Group capitalizes expenses incurred with the development of platforms, which are amortized over their useful lives of approximately five years.

(ii) The amount refers the recognition of a capital gain with customer portfolio with a fair value, non-compete agreement and softwares relationed to business combinations made by the PagSeguro Group.

 

 

     12. Intangible assets (continued)

 

The changes in cost and accumulated amortization were as follows:

 

(i)    Refers to several and diverse expenditures with software and technology, mainly related to customer experience functionalities, such as digital payment and digital banking account.

 

The goodwill is allocated to the Cash Generating Units (CGUs) in each of the acquired companies that generated the goodwill and is demonstrated below:

 

The recoverable amount of a CGU is determined based on value-in-use calculations, Group tested the recoverability of these assets for the year ended December 31, 2024 and concluded that the book balances of goodwill recorded are recoverable, for June 30, 2025 the Group evaluated and no new indicatives are came, therefore, no provision for impairment of was accounted for.

 

 

13. Payables to third parties

 

Payables to merchants, in the amount of R$10,215,447 (R$11,642,218 as of December 31, 2024) correspond mainly to amounts to be paid to merchants related to transactions carried out by their card holders, net of the intermediation fees and discounts applied.

 

14. Obligations to FIDC quota holders

 

In October 2022, 100,000 new senior quotas of the FIDC were issued with a nominal value of R$1,000 each, totaling R$100 million with third party investors.

 

In November 2024, 1,000,000 new senior quotas of the FIDC were issued with a nominal value of R$1,000 each, totaling R$1 billion with an interest rate of 100% of the CDI plus a fixed rate of 1%. In the same operation, the Group entered swaps to change the interest rate accrual to 108% of the CDI. This operation has a specific objective of protect the risk from interest rate volatility for the investors remuneration changing fixed rates for CDI rates.

 

Obligations to FIDC quotas holders are being disclosed separately in the amount of R$1,230,530 in June 30, 2025 (R$1,151,384 in December 31, 2024) with an average cost of 108% of CDI (108% of CDI on December 31, 2024). During the three and six-months ended June 30, 2025 the remuneration refer the FIDC quotas holders amounted to R$42,120 and R$79,146 (R$3,681 and R$7,347 in the three and six-months ended June 30, 2024).

 

15. Checking accounts

 

 

(i)    Refers to the balance of the clients maintained in their banking accounts that are invested in Certificate of Deposits with interest of up to 100% of CDI but are only paid on the 30th days anniversary.

(ii)    Refers to merchant’s payment account that PagSeguro acquire treasury bonds to comply with certain requirements as mentioned in note 7.

 

During the six-months period ended June 30, 2025, the average interest cost associated with Checking Accounts amounted to 49% of CDI (58% of CDI on December 31, 2024).

 

 

 

16. Banking issuances

 

 

(i)    During the six-months period ended June 30, 2025, the average interest cost amounted to 105% of CDI (109% of CDI in December 31, 2024). Some deposits have interest rates correlated to the IPCA (Brazilian inflation rates) and fixed rates. For these certificates of deposit, the Group contracts derivative financial instruments (Swaps) with the specific objective of protecting deposits from fluctuations arising from inflation, changing IPCA and fixed rates for CDI rates. More details of financial instruments in note 28.

(ii)    During the six-months period ended June 30, 2025, the average interest cost associated amounted to 108% of CDI (110% of CDI on December 31, 2024), On June 30, 2025, the PagSeguro Group issued R$1,000,000 in Public Financial Letter. The maturity date will be July 10, 2027. The notional amount and accrued interest will be paid at maturity. The operation was closed with an interest rate of CDI + 0.45% per year. In July the Company contracted a derivative financial instrument (“Swap”) to convert from CDI + 0.45% to 103.59% of CDI per year.

The maturity analysis of banking issuances based on the due date of the agreements (disregarding that some can be withdrawn at any time) is as follows:

 

The changes in the amount were as follows:

 

17. Salaries and social security charges

 

(i)   Refers to social charges and income tax over LTIP and LTIP goals balances.

 

 

18. Taxes and contributions