Item 4 — Purpose of Transaction
Item 6 of this Schedule 13D is hereby incorporated herein by reference. The Fanny Parties and SH entered into a shareholders' agreement, effective as of August 20, 2026 (the "Fanny Parties Shareholders' Agreement") regulating, among other provisions, the gradual replacement of shares held by the Fanny Parties in the share capital of SH with Shares issued by the Issuer held by SH, proportionately to the Fanny Parties' shareholding in SH, resulting in the exit of the Fanny Parties from the share capital of SH. Such replacement is to be carried out over a period of 20 years through reductions in SH's capital with the cancellation of SH-issued shares held by the Fanny Parties, and delivery by SH to the Fanny Parties, at book value, of Shares issued by the Issuer held by SH (the "SH Corporate Reorganization"). The SH Corporate Reorganization may be completed before the end of such 20-year period if the Controlling Shareholder Group receives a firm, bona fide and irrevocable proposal from a third party for the transfer, in one or more transactions, of control of SH or the Issuer, or for the transfer of a number of SH shares that would result in the Controlling Shareholder Group ceasing to hold a majority of SH's voting capital. Upon receipt of any such proposal, either the Controlling Shareholder Group or the Fanny Parties may, in its sole discretion, require the acceleration of the SH Corporate Reorganization through a reduction of SH's capital involving all of the SH shares then held by the Fanny Parties and subject to the Fanny Parties Shareholders' Agreement. The Fanny Parties Shareholders' Agreement applies to all the Shares held by SH and the Shares delivered by SH to the Fanny Parties as a result of the SH Corporate Reorganization. Pursuant to the Fanny Parties Shareholders' Agreement, prior to any shareholders' meeting of the Issuer, the representatives of the parties thereto hold a prior meeting to determine the vote to be cast at such shareholders' meeting with respect to the Shares subject to the Fanny Parties Shareholders' Agreement. At the prior meetings, the representatives are entitled to one vote for each Share subject to the Fanny Parties Shareholders' Agreement, and resolutions are taken by majority vote. Resolutions taken at the prior meetings bind the parties, who are required to vote their Shares subject to the Fanny Parties Shareholders' Agreement as a block and uniformly at the respective shareholders' meetings of the Issuer, in accordance with resolutions taken at the prior meetings. In addition, pursuant to the Fanny Parties Shareholders' Agreement, the Fanny Parties have irrevocably waived, with respect to the Shares subject thereto, any right to elect members of the Issuer's Board of Directors or Fiscal Council, including the right to request the multiple voting procedure for the election of members of the Issuer's Board of Directors or the installation of the Issuer's Fiscal Council. Accordingly, the Fanny Parties do not, individually or collectively, have the power to elect any of the Issuer's directors and do not exercise any power to direct or to influence the Issuer's corporate activities or guide the functioning of its corporate bodies. The Fanny Parties therefore do not meet the requirements to be deemed controlling shareholders under Article 116 of the Brazilian Corporations Law, and do not exercise or share control of the Issuer. This description of the Fanny Parties Shareholders' Agreement is qualified in its entirety by reference to the full text of the Fanny Parties Shareholders' Agreement, which is attached hereto as Exhibit 99.2 and is incorporated by reference herein. As part of SH Corporate Reorganization set forth in the Fanny Parties Shareholders' Agreement, on June 18, 2026, at an Extraordinary General Meeting of SH, the shareholders of SH unanimously approved a disproportionate reduction in SH's share capital, by cancelling 8,772,223 common shares held by certain shareholders. Upon the effectiveness of the share capital reduction, on August 20, 2026 those shareholders received, as consideration for the cancelled shares, a corresponding number of shares of the Issuer that were held by SH, on a one-for-one basis. The Reporting Persons acquired most of the securities reported in this Schedule 13D through inheritance and have continued to hold them as part of their families' longstanding ownership interest in the Issuer. Subject to the Issuer's policies, regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer or maintain the present ownership of their securities of the Issuer. The members of the Controlling Shareholder Group may also sell some or all of their securities of the Issuer. Notwithstanding, during the term of the Lock-Up Agreement, the Fanny Parties may not sell or otherwise transfer the Shares subject thereto, except for the permitted transfers expressly provided for therein, as desc