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Vinci Compass Investments Ltd.(VINP)Q2 2026 法說會逐字稿

23 段

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OperatorOperator

Good afternoon, and welcome to Vinci Compass Second Quarter 2026 Earnings Conference Call. As a reminder, this call will be recorded. I would now like to turn the conference over to Anna Castro, Investor Relations Manager. Please go ahead, Anna.

Anna CastroInvestor Relations Manager

Thank you, and good evening, everyone. Joining us today are Alessandro Horta, Chief Executive Officer; Bruno Zaremba, President of Finance and Operations; and Sergio Passos, Chief Financial Officer. Earlier today, we issued a press release, slide presentation, and our financial statements for the second quarter 2026, which are available on our website at ir.vincicompass.com. I'd like to remind you that today's call may include forward-looking statements which are uncertain and outside of the firm's control, and may differ from actual results materially. We do not undertake any duty to update these statements. For discussion of some of the risks that could affect results, please see the Risk Factors section of our 20-F. We will also refer to certain non-GAAP measures and you'll find reconciliations in the release. Also note that nothing on this call constitutes an offer to sell or solicitation of an offer to purchase an interest in any Vinci Compass fund. Our results for the second quarter of 2026: Vinci Compass generated fee-related earnings of BRL 88.7 million, or BRL 1.35 per share, with an FRE margin of 32.5%, and adjusted distributable earnings of BRL 63.3 million, or BRL 0.96 per share. We declared a quarterly dividend of $0.17 on the dollar per common share, payable on September 9 to shareholders of record as of August 25. With that, I'll turn the call over to Alessandro.

Alessandro Morgado HortaChief Executive Officer

Thank you, Anna, and good evening, everyone. Thank you for joining us today. The second quarter marked another important step in Vinci Compass' journey as the leading full-service alternative asset manager in Latin America. Over the past few years, we have consistently executed on a strategy built around three pillars: expanding our investment capabilities, increasing the scale of our platform, and building a more diversified and resilient business. This quarter reflects tangible progress across each of these fronts, and I am particularly pleased to announce today the signing of an agreement to acquire Navi's Real Estate funds. Navi's Real Estate platform spans six funds across multi-strategy and residential strategies, with four vehicles listed on the Brazilian stock exchange and/or the CETIP. After closing, which we expect to happen during the fourth quarter, the transaction will add approximately BRL 800 million in assets under management, concentrated primarily in perpetual and long-term lock-up vehicles. Strategically, the fit couldn't be better. The transaction deepens our presence in the Multi-strategy Real Estate segment, by adding scale to one of our smaller strategies across the REIT business spanning Real Estate and Credit. This is significantly important in the REIT market, as larger funds tend to benefit when it comes to follow-on offerings once markets are supportive, when compared to smaller funds. The transaction also broadens the range of solutions we can offer our clients and strengthens our ability to compete in a market where scale, distribution and specialized investment expertise carry increasing weight. Together with our existing funds, this brings our pro forma Real Estate AUM for the second quarter of 2026 to approximately BRL 7 billion, of which BRL 750 million now within multi-strategy, giving us a stronger foundation from which to grow the business over time. It also reinforces Vinci Compass' role as a consolidator of high-quality investment franchises across Latin America, and it reflects the discipline we bring to every opportunity we pursue, seeking those that are strategically compelling, financially attractive and highly complementary to what we already do. Moreover, this transaction speaks to a defining characteristic of our model. Over the years, we have invested in building a scalable organization, underpinned by deep investment expertise and a robust corporate infrastructure. That foundation allows us to absorb a meaningful volume of additional assets, while leveraging the resources we already have in place. Another important milestone was the successful closing of our combination with BACS asset management in early June, adding BRL 4 billion in AUM across Credit and Equities. By combining our asset management capabilities with BACS' extensive corporate and retail distribution network, we took an important step towards building a scaled and increasingly relevant asset management platform in Argentina, one that's well positioned to benefit from the ongoing transformation of the country's financial system and the growing demand for more sophisticated investment solutions. We remain constructive on the long-term outlook for Argentina, supported by the evolving savings dynamics in the region, rising financial penetration and a growing need for scale and efficiency. Against this backdrop, the combination enhances our ability to capture attractive growth opportunities across mutual funds, money market products, dollar-based strategies and alternative investments, while strengthening our position in a market that is still in the early stages of consolidation. Since announcing the transaction, we have been very pleased with the reception from clients and partners, and we are already seeing early signs of that enthusiasm beginning to translate into inflows, which we expect to build over the second half of the year. Taken together, BACS and Navi capture something we have consistently emphasized to investors. The strategic benefits of our platform compound as we grow, becoming more powerful with scale. Alongside these developments, our existing businesses continued to perform well, reinforcing the strength of the platform we have built over many years. In the quarter, we had BRL 13 billion in capital formation and appreciation, with close to BRL 1 billion in new commitments across our newest vintages currently in the fundraising phase, SPS IV, MAV IV, Lacan IV, and VSP II. Looking at the fundraising pipeline going forward, we are very excited about a strong and well-diversified set of flagship strategies in the market during the second half of 2026, such as COPCO, VIR V, Credit Infra and further commitments in VSP II, SPS IV and Lacan IV, spanning our Credit, Real Assets, Private Equity and Global IP&S segments. The breadth and quality of this pipeline reinforce our confidence in the growth ahead, and Bruno will walk you through it in more detail shortly. Supporting this extensive product suite, the macro environment across Latin America remains constructive in general, though still marked by volatility. Political uncertainty has started to ease in some markets, with recent market-friendly election outcomes in Peru and Colombia. Mexico, in particular, remains an important growth lever for Vinci Compass. During the quarter, we saw strong momentum in our short-duration strategies, with over BRL 440 million in inflows into our Mexican Credit funds. It also remains one of the most compelling structural opportunities in the region. Following the pension reform, mandatory contribution rates are set to rise toward 15% by 2030, and we expect the AFORE system to keep growing meaningfully over the coming years. In addition, the structural nearshoring trend, reflected in recent record foreign direct investment, reinforces our long-term conviction in the market. In Brazil, the current interest rate environment continues to create attractive conditions for disciplined capital deployment in private markets, as elevated rates support more compelling entry valuations and allow us to negotiate downside protection structures, including hybrid debt-and-equity solutions that enhance risk-adjusted return potential. At the same time, still-elevated real interest rates, a more cautious monetary easing cycle and election-related fiscal uncertainty continue to impact risk appetite, broader M&A activity and liquidity events, which may affect the timing of certain realizations and deals. In Private Equity, we had some important liquidity initiatives in early 2026 through the listing of Agi, a reverse IPO of CBO into OceanPact, and the sale of Mundo do Cabeleireiro. We continue to maintain a meaningful pipeline of potential divestment opportunities for the second half of the year. In Corporate Advisory, a constructive environment could gradually translate into higher deal activity. Against this backdrop, the team is working on an extensive pipeline of opportunities for the second half of 2026, which we expect to materialize as market conditions improve. At this point, we expect that the second half of the year will be better than the first half revenue-wise, with some mandates expected to close in the next six months. Moreover, external fundamentals remain supportive, with strong trade flows, resilient commodity exports and a stable currency backdrop. With the Brazilian real and regional currencies continuing to benefit from these external fundamentals, we could reopen room for an improvement in domestic assets. A relevant factor during the quarter was the strong supply of IPOs and follow-on offerings tied to artificial intelligence and the broader technology sector in the U.S. Enthusiasm around AI remains one of the main drivers of the U.S. market, but the sheer size of these transactions requires meaningful capital absorption. As a result, some investors have reduced positions in other markets to participate in these deals, putting pressure on assets outside the technology sector. Encouragingly, this dynamic appears less intense going forward. The most recent AI and technology-related offerings do not seem to carry the same extraordinary volumes observed earlier, suggesting that the technical pressure from capital rotating out of other markets may begin to ease. In this context, our Equities segment could be a beneficiary of this rotation. Turning to a brief snapshot of our financial performance, this quarter we posted higher management fees, with an initial one-month contribution from BACS, as well as organic growth across Credit and Global IP&S. Fee-related earnings reached BRL 89 million in the second quarter '26, up 36% year-over-year, with an FRE margin of 33%, up 450 basis points year-over-year. In the second quarter '26 year-to-date, FRE margin reached 34%, up 580 basis points year-over-year. This profitability expansion reflects the operating leverage of our platform, as revenue growth from both recent acquisitions and organic fundraising continues to outpace the growth in our cost base. We remain firmly on track toward the 38% FRE margin target by 2028 that we laid out at our Investor Day. As we have been highlighting over the past communications, distributable earnings naturally carries more volatility and this is particularly true at this stage of our cycle, as we accelerate capital calls into our proprietary funds, which will impact our short-term financial income. During the quarter, we called approximately BRL 56 million, bringing total capital called from our IRE commitments to over BRL 960 million, or roughly 65% of our BRL 1.5 billion in total commitments. As this capital is deployed, it temporarily reduces the short-term financial income we earn on our cash, which weighs on distributable earnings in the near term. This, however, is a natural and intended feature of our model. Capital invested today into our own funds is designed to generate management fees, carry and capital gains as these funds mature and begin returning capital. In that sense, once again, I would like to highlight the long-term value embedded in our balance sheet. We currently hold approximately BRL 890 million in long-term proprietary funds on our balance sheet, which is not fully reflected in our distributable earnings, and by consequence, at this stage constitutes a hidden asset in our business. We expect this value to translate into meaningful distributable earnings in the coming years, as capital begins to flow back to us. That same focus on building durable, long-term value is evident across our funds. In Infrastructure, VICC closed the acquisition of a stake in Faro Energy, one of Brazil's leading distributed generation solar platforms. The transaction gives the fund exposure to a scaled and highly contracted portfolio, with operations across multiple Brazilian states, while also providing a meaningful pipeline for future expansion. Importantly, the investment aligns well with VICC's strategy of building exposure to essential infrastructure assets supported by long-term contracted cash flows and secular trends linked to the energy transition. We believe this deal further reinforces our team's ability to deploy capital in sectors where operational expertise and active asset management can create substantial long-term value. Another important development within our Infrastructure platform relates to the international airport of Rio de Janeiro, Galeao. As previously disclosed, Vinci Compass expects to receive between BRL 90 million and BRL 100 million, net of taxes and associated expenses, from the indemnification associated with the airport's concession process. This amount should be recognized during the second half of 2026 and will impact our distributable earnings. Beyond its financial contribution, this outcome reflects the value generated by our infrastructure team prior to the auction, including involvement in the negotiation and structuring of the new regulatory model. To conclude, what we find most compelling is the alignment between where our platform is today and where the structural opportunity is heading. The demand for alternatives across Latin America is accelerating, the region stands out as a stable and diversifying destination for global capital, and we have spent years building the platform, the talent and the execution capabilities required to capture it. Each transaction we complete adds scale, deepens our capabilities, broadens the solutions we can offer our clients, and reinforces our ability to compound value. Vinci Compass enters the second half of 2026 from a clear position of strength. We are executing with discipline against the priorities we laid out on our Investor Day, strengthening our regional presence, scaling our highest-growth strategies, and allocating capital with rigor. Above all, our focus remains on creating long-term value for our clients, shareholders and partners. I have never been more confident in our ability to deliver it. Thank you all for joining us today. I'll turn the call over to Bruno.

Bruno Sacchi ZarembaPresident of Finance and Operations

Thank you, Alessandro, and good evening, everyone. We are very encouraged by the extensive fundraising pipeline we have in place for the second half of the year, supported by the combination of an expanded distribution footprint and a more comprehensive product suite following our recent acquisitions and fund launches. Starting with Credit, the strategic combination with BACS is a great example of this. What excites me most is the highly complementary nature of the two platforms. Together, we now manage over BRL 8 billion in Argentine funds, mostly across Credit, with a smaller portion in Equities. Through this transaction, Vinci Compass gained access to the extensive corporate and retail distribution networks of BACS and Banco Hipotecario, meaningfully strengthening our local capabilities in Argentina. We expect this to translate into inflows over the coming quarters, supported by the positive feedback and momentum we are seeing from local investors, whose profiles are gradually shifting from defensive, wealth-preservation strategies toward more active investment positioning. The Navi Real Estate funds acquisition reinforces our full-service platform from a different angle. By expanding our footprint in the Multi-strategy Real Estate segment, we unlock a new fundraising channel for Vinci Compass through an already sizeable vehicle that gains immediate relevance in the market. Following closing, expected in the fourth quarter 2026, our Multi-strategy Real Estate vertical will hold approximately BRL 750 million in AUM. As we often say, smaller funds without scale struggle to grow and lose relevance with distribution platforms. By building vehicles with sufficient critical mass for organic growth, we gain relevance in the short term, access new pockets of capital, and position ourselves to scale further as market conditions for REITs become more favorable. On that note, we remain attentive to the potential reopening of market windows as the Brazilian easing cycle advances, which could create a more favorable environment to raise capital for REITs. As a reference, during the last easing cycle we successfully raised BRL 1.2 billion in a single quarter, and, as you know, REITs remain one of the most attractive investment vehicles for individual investors in the Brazilian capital markets. Turning now to AUM and our fundraising efforts during the quarter. We reached the milestone of $70 billion in AUM, an increase of 5% quarter-over-quarter on a dollar basis. In Brazilian reais, it represented BRL 361 billion of AUM with BRL 13 billion of capital formation and appreciation, including close to BRL 1 billion in capital subscriptions across closed-end funds. The second quarter reinforced the strength and resilience of our diversified platform, with BRL 17 billion in appreciation. This is a clear demonstration that we have reached a scale and product quality that allows the platform to compound and perform consistently on its own. In Real Assets, we continue to see capital subscriptions during the quarter, across Lacan IV and our opportunistic fund targeting the warehouse sector in Brazil. In Lacan IV, we continue to see strong engagement ahead of the fund's final closing by the end of the year. Commitments in this type of strategy tend to build at a more measured pace, reflecting the nature of institutional investor profile, the recent European summer period and the time required to finalize legal documentation. Encouragingly, the fund has already attracted strong interest from new investors, many of which have advanced in their internal processes and are now moving toward signing. This is exactly the kind of momentum we have been signaling over the past quarters. European institutional demand, in particular, has stood out. Interest has been strong enough that a group of European development finance institutions named themselves a DFI consortium and chose to advance in a coordinated manner, sharing due-diligence efforts as they progress through their approvals, which we see as clear evidence of their conviction in the strategy. At this point, and with this overwhelming international support, there is high probability that Lacan IV will hit its hard cap. Moving on, let's turn to our Global IP&S segment. It is worth taking a step back to recall that the largest portion of our AUM comes from our Third-Party Distribution business, which is comprised of the TPD Liquid and TPD Alternative sub-strategies. While funds in TPD Alternative are structured as long-term, closed-end vehicles under a capital-subscription model, we classify them as inflows in our AUM Rollforward, rather than under capital subscriptions. As a result, the net inflow line reflects a combination of capital subscriptions and capital returns from TPD Alternative funds, together with inflows and outflows from other sub-segments, such as TPD Liquid, Global Solutions and Multi-strategy. During the quarter, we saw continued inflows into TPD Alternative, with approximately 70% coming from Chilean institutional and high-net-worth investors, and the remainder distributed across other geographies, including Brazil and Mexico. These flows reflect our ongoing efforts to provide local investors with access to top-tier global GPs in the alternatives space, with most of the capital allocated into global private equity secondaries and technology-focused growth equity strategies. These inflows were offset by capital returned from TPD Alternative funds and by some rebalancing within TPD Liquid. The capital returned was meaningful and represents a positive outcome for our clients, which we would expect to be reinvested and recycled into other products over time. On the liquid side, the movements this quarter reflected two main drivers: part came from our Chilean pension fund clients and relates to local regulatory limits on offshore exposure, which require them to rebalance when strong appreciation pushes their holdings above permitted thresholds; and part was related to a specific external asset manager that underperformed during the quarter. We therefore see these flows as a natural part of the business rather than a cause for concern, and we would expect this dynamic to be increasingly mitigated over time as we continue to broaden our client base and diversify our funding geographies within the TPD business. Looking at TPD Alternative going forward, the fundraising environment remains quieter, with capital-raising periods for global funds extending beyond historical patterns, which naturally leads investors to defer commitments toward later closings. As a result, we would not expect meaningful alternatives flows in the third quarter. Within Multi-strategy, our Verde flagship fund is seeing meaningful engagement from a broad base of clients, including pension funds and multi-family offices, which could translate into positive inflows in the second half of the year. In fact, in July, the strategy already received an inflow from a multi-family office we had been engaging with since the beginning of the year, and we are in final discussions on the first commitments from pension funds into the flagship. This remains a key priority for the third and fourth quarters. Shifting to Equities, we saw inflows into our LatAm UCITS vehicle from clients across the region, reflecting the impact of our sustained efforts and improving performance being recognized by the market. These were offset by outflows in our Brazilian products, primarily reflecting the more cautious domestic backdrop of still-elevated real interest rates and election-related uncertainty. In addition, this was compounded by strong global demand for AI- and technology-related offerings, as Alessandro detailed, which temporarily drew capital toward that sector. We believe our Brazilian Equities funds stand to benefit as local flows return. Specifically, one of our current fundraising efforts is directed toward local pension funds, the RPPS, to raise capital for our Verde equities strategy, where we expect inflows to begin materializing by the fourth quarter. Switching gears to Credit, which continues to be one of our fastest-growing franchises, AUM surpassed BRL 42 billion, up 15% quarter-over-quarter and 40% year-over-year, supported by BRL 4 billion from the BACS acquisition and BRL 2 billion from capital formation and appreciation. This performance reflects the continued diversification of our platform across local-to-local and cross-border strategies, reinforcing our position as a one-stop-shop across Latin America. Since closing in June, we have been consolidating BACS results into our FRE, and we expect a tailwind on margins in the second half, as our Argentina operation carries a higher margin than that of the entire company, which translates into a positive mix impact to consolidated numbers. We continue to see full year FRE margins in the mid-30s range. Within our closed-end funds, we raised close to BRL 550 million across SPS IV in opportunistic capital solutions, MAV IV in agribusiness, and FAE Peru, our private credit strategy focused on confirming, factoring and trade receivables financing. SPS IV secured commitments from investors in the U.S. and Uruguay, further validating the strategy's differentiated proposition and capitalizing on its strong track record. We continue to see encouraging fundraising momentum and expect additional commitments ahead of the fund's final closing later this year. In agribusiness, we successfully launched MAV IV, and achieved the fund's fundraising target through local Brazilian intermediaries, highlighting the strength of our distribution capabilities and the continued investor demand for agribusiness products. In Peru, fundraising activity also remained solid. During the quarter, FAE Peru secured additional commitments, reflecting the continued demand for private credit solutions and further reinforcing our position in the market. Building on this momentum, we expect to launch FAE II by year-end while continuing to advance fundraising efforts for PEPCO II, our flagship senior secured lending strategy, which has been generating strong interest among institutional investors. In parallel, we are broadening access to our credit platform through new fund formats. In Chile, we have just launched VCCL, our first proprietary semi-liquid credit fund, an important milestone that brings our institutional credit capabilities to a wider client base in a very accessible format with higher liquidity. Consistent with what we have discussed in previous quarters, this launch is aligned with our strategy of expanding into semi-liquid structures, a segment that has seen growing demand globally and that we believe represents an attractive long-term opportunity across the region. We were pleased to see this thesis validated almost immediately, with the fund securing its first commitment in July, a strong early signal of the appetite we expect this format to unlock across the region. In Brazil, our co-managed credit fund with Verde continued to attract growing interest from a diversified investor base, and we expect fundraising activity to accelerate in the third quarter. More broadly, infrastructure credit remains one of the most compelling opportunities in the market, supported by resilient fundamentals, sustained demand for incentivized debentures and increasing investor interest in long-duration real asset strategies. In this context, Credit Infra, our flagship infrastructure credit strategy, remains well positioned, with a portfolio focused on high-quality infrastructure assets across sectors such as renewable energy, transmission and sanitation, supported by an ESG framework. We continue to see positive investor engagement and expect additional commitments over the coming quarters. Turning to Colombia, COPCO, our first private credit strategy in the country, focused on senior secured lending, is also advancing very well. At this point, we expect a closing to happen in the second half, with a few hundred million dollars in commitment, a sound fundraising performance given its first-time fund nature. Our next generation of private credit strategies in Peru also has been generating constructive discussions with local investors. We believe this momentum reflects the strength of our regional franchise, built over many years of local presence and relationships, and it is further evidenced by our ongoing engagement with development finance institutions. Going back to COPCO, this product underlines exactly the rationale behind the Compass combination. The combination of leading commercial penetration across Latin America with Vinci's know-how and track record of structuring alternative products led to the development of a strategy that should be a meaningful contributor to the economics of our Colombian office. We expect to lean on this experience to develop additional Vinci Compass alternative offerings across the region. Taken together, these efforts highlight the breadth and increasing relevance of our credit platform across Latin America. With fundraising progressing across liquid, semi-liquid and closed-end strategies, a growing regional footprint and multiple products gaining traction simultaneously, we believe Credit continues to stand out as one of the most attractive and scalable growth drivers within Vinci Compass. Stepping back, what this extensive pipeline truly reflects is the strength and ambition of the franchise we have built over the years. Across Private Equity, Real Assets, Equities, Credit and Global Solutions, we have created a uniquely diversified, integrated and connected platform, one that allows us to seize differentiated opportunities and to be a true partner to our clients across the full investment cycle. We therefore enter the second half of the year with a remarkable pipeline and multiple initiatives already translating into results. And what excites us most is that this is just the start. The opportunities ahead of us are the direct result of years of investment in our people, capabilities, products and distribution, and as they continue to mature, we see an exceptionally attractive runway for growth. The last point I would like to touch on is our GP commitments. At this point, we are starting to have visibility on initial capital returns from this first cycle of investments. We expect some of our closed-end funds to start returning capital this year. This will not only allow the balance sheet to receive this capital back, restart earning short-term returns and recycle it into new GP commitments, but also has the potential to impact favorably our realized IRE line. We are very bullish on our prospects for the second half. With a strong product lineup, tailwinds from recent acquisitions, strong distributable earnings contribution from the Galeao transaction, and the beginning of more meaningful GP commitments capital returns cycle, we have a strong outlook for the remainder of the year. With that, I will hand it over to Sergio to discuss the financial results.

Sergio Passos RibeiroChief Financial Officer

Thank you, Bruno, and good evening to everyone. The second quarter of 2026 reflected continued progress in our business, with management fees growing and our FRE margin expanding year-over-year. Let me start with our AUM. We ended June with BRL 361 billion in AUM, up 19% year-over-year and 4% quarter-over-quarter. The quarterly growth was driven by portfolio appreciation across Global IP&S and Credit and by the combination with BACS, partially offset by negative FX variation and by net outflows in our Third-Party Distribution business. On this point, it is worth highlighting that, as Bruno detailed, a significant portion of the net outflows in Global IP&S corresponds to returned capital within our Third-Party Distribution Alternatives strategy, where fees had been charged upfront. As a result, this AUM no longer carries recurring fees, and the segment's management fee revenues should not be affected by these movements. In the second quarter, management fees totaled BRL 252 million, up 29% year-over-year. The increase was driven by inorganic growth from the Verde and BACS acquisitions, contributing a full quarter and one month, respectively, as well as by continued organic growth, reflecting our successful fundraising efforts over the last 12 months. Advisory fees totaled BRL 9 million in the quarter, a decrease of 65% year-over-year. As we have highlighted in prior calls, upfront fees in our Third-Party Distribution Alternatives business can vary significantly depending on the timing of commitments. As Bruno mentioned, the current environment for global alternatives is characterized by longer capital-raising periods, which naturally lead investors to defer commitments toward later closings. As a result, we do not expect meaningful alternatives flows in the third quarter. Our Corporate Advisory segment also continued to reflect a slower environment for deal activity in the second quarter, amid still-elevated interest rates and election-related uncertainty in Brazil. Looking ahead, we have a meaningful pipeline of opportunities for the second half of the year and we expect a gradual pickup in deal activity by year-end. At this point, we expect a stronger second half of the year than first half for the Corporate Advisory business. Altogether, fee-related revenues reached BRL 272 million in the quarter, up 17% year-over-year, and BRL 544 million in the first half of 2026, also up 17% year-over-year. Turning to fee-related earnings, reaching BRL 89 million in the quarter, or BRL 1.35 per share, up 36% year-over-year on a nominal basis and 31% per share. Our FRE margin expanded to 33%, an improvement of approximately 450 basis points compared to the second quarter of 2025. This progression was driven by the acquisition of Verde, one month of BACS and the operating leverage embedded in our platform as revenues grow faster than costs, as well as the cost-efficiency initiatives we implemented over the past year. As we mentioned last quarter, the second quarter tends to carry higher seasonal costs, particularly related to third-party services, such as legal and consulting fees. As a result, the fluctuation in our FRE margin compared to the first quarter of 2026 was expected, as these seasonal costs materialized. It's also worth noting that BACS contributed only one month of results this quarter. Beginning in the third quarter, we will benefit from its full-period contribution, which should further support management fee growth and reinforce the operating leverage of the business going forward. Moving to performance-related earnings, or PRE, we recognized BRL 4 million in the second quarter, primarily across Credit, Equities and Global IP&S. In line with seasonality, both the second quarters of 2026 and 2025 benefited from performance fees generated by liquid funds across these strategies, though performance fees in Equities were slightly higher in the second quarter of 2025, reflecting stronger local stock market performance. Realized GP investment income totaled BRL 9 million in the quarter, supported by REIT dividends and a Real Estate closed-end fund realization. This was partially offset by mark-to-market adjustments in Real Estate funds, which weighed on unrealized GP investment income and brought IRE to BRL 1 million in the period. While IRE can fluctuate from quarter to quarter, we continue to view our proprietary commitments as an important long-term driver of value creation for Vinci Compass. Turning to realized financial income, and consistent with the capital call dynamic we have been emphasizing around our IRE commitments, this line declined 63% year-over-year in the quarter, as capital calls reduced our cash position. We expect it to keep trending lower as our proprietary funds mature toward their realization cycle. The minority interest line, introduced following the Verde transaction to reflect the portion of Verde's earnings attributable to the remaining 49.9% non-controlling interest, now also comprises the minority interest related to BACS. Before turning to adjusted distributable earnings, a quick word on non-operational expenses. This quarter included some costs related to our M&A activities, mainly attributable to BACS. As a reminder, these are added back in our adjusted distributable earnings, which provide a cleaner view of the recurring earnings power of the business. On that basis, Vinci Compass generated BRL 63 million in adjusted distributable earnings for the quarter, or BRL 0.96 per share, bringing our first half total to BRL 126 million, or BRL 1.92 per share. As anticipated, the year-over-year comparison was primarily impacted by lower realized financial income and softer advisory and PRE contributions, even as FRE continued to grow meaningfully. The growth seen in our FRE reinforces the scalability of our platform, while the successful closing of the BACS combination and the recently announced Navi acquisition underscore the selective inorganic expansion that, together with organic growth and operating leverage, remains central to how we compound earnings over time. As we look ahead to the second half of the year, we do so with fundraising visibility and additional earnings contribution expected from the acquisitions and initiatives already underway, leaving us well positioned to continue creating value for our shareholders. With that, I would like to open the call for questions. Once again, thank you for joining us this evening. Operator, please proceed.

分析師問答

OperatorOperator

The first question comes from Ricardo Buchpiguel with BTG Pactual.

Ricardo BuchpiguelAnalyst - BTG Pactual

I have two here on my side. First, could you comment on what drove the acceleration on fee-related expenses this quarter, which grew around 5%? Could you help us understand how much of this is related to one-off investments specifically this quarter? And what should drive the recovery in FRE margins to get to the mid-30s that you guys reiterated? For my second question, how much of the BRL 5.7 billion in net outflow from IP&S was related to the capital returns you mentioned? Do you have a sense of how much of the capital returns are usually recirculated and should translate into future inflows in situations like this? Just wanting to understand if this should be a pickup in fundraising already for the next quarter or the second half of the year or should it be a longer cycle?

Bruno Sacchi ZarembaPresident of Finance and Operations

Okay Ricardo, thank you for the question. The second quarter tends to be seasonally stronger for us in terms of expenses. We have some payments that fall into the second quarter, particularly payments to service providers. In this quarter, as we continue to improve the productivity of the platform and look for opportunities to enhance efficiency, we had some cost reductions related to people, which generated severance costs in the quarter. Those were not adjusted as they had not been in 2025. So the two most significant impacts were the severance costs tied to cost reductions in people and the seasonality of expenses. When we look at the forecast for the second half, as we said in the prepared remarks, we continue to see FRE margins in the mid-30s range. There is also this tailwind from BACS consolidation, which will add to FRE margins as well. At this point, we see the number solidly in the mid-30s; it could be a little bit better, but that's the number we're sticking to at this time. Regarding your second question on the outflows, approximately one-third of the outflows were due to capital returns from the alternative TPD funds. Our main clients for these products are in Chile and Mexico, though we also have some exposure in Colombia. These institutional investors are almost always fully allocated; they don't carry significant cash positions. So although we might have some quarter-to-quarter fluctuation, given the growth rate of both the Chilean AFPs and the Mexican AFORE, which are growing in the low to mid-teens now given the contribution factors, over time the TPD line will be very positive for us. If you look at the organic growth that we had in TPD AUM on a year-to-year basis, combining inflows and appreciation, that organic growth is close to 20%. We expect that to continue as these institutional investors grow their base. We might have these fluctuations from quarter to quarter, but the fundamentals for these two asset lines, both TPD Liquid and the alternatives, continue to be quite favorable for us.

Alessandro Morgado HortaChief Executive Officer

And Ricardo, this is Alessandro. Just to add on top of what Bruno said, these outflows are very normal. As Bruno mentioned, AFPs and similar investors rebalance portfolios, especially after strong appreciation. The majority of these outflows that we saw came from the liquid side. Of course, we have some capital returns on the alternative side, as Bruno mentioned, but in terms of the outflows, they came from the liquid side where some investors were taking profits in a benign market. To Bruno's point, they will come back to rebalance their portfolios, so you will see fluctuations when markets move in one direction or the other.

OperatorOperator

The next question comes from Fernanda Sayão with JPMorgan.

Fernanda SayãoAnalyst - JPMorgan

My question is on the recent acquisitions of BACS and Navi. Could you discuss how these should impact management fee revenues, FRE margins, and expenses? Anything you can share would be very helpful. You specifically mentioned that BACS has a higher margin. Would it be possible to quantify that?

Bruno Sacchi ZarembaPresident of Finance and Operations

Okay Fernanda, this is Bruno. To give you some sense, BACS had about BRL 4 million in revenue in the month of June, so as we consolidate going forward, think of that as a revenue run rate from the acquisition. The margin for BACS is higher than the company average; it's closer to 50%. If you do the math versus our current FRE, the positive impact should be around 50 basis points, more or less, in terms of the tailwind for the second half. It's also important to mention that even before BACS, Argentina was about 40% above budget for us. Flows are very strong in Argentina. We expect BACS to amplify that impact. In the case of Navi, it's a much smaller business, about BRL 750 million in AUM, although the fees are around 1%. As we mentioned in the press release, we are not bringing anyone from the original team; the Real Estate team will manage this money, so it's fully incremental to us. The FRE margin for this business will be very high—probably in the 60% to 70% range after taxes and bonus provisions. So Navi will be incremental and helpful, but it is not large enough to move the needle as BACS will.

OperatorOperator

The next question comes from William Buonsanti Barranjard with Itau BBA.

William Buonsanti BarranjardAnalyst - Itau BBA

Also a follow-up on the BACS acquisition and the Argentina operation as a whole. On a more qualitative view, what are the integration milestones you expect for BACS, your operation in Argentina, in terms of products, cross-selling opportunities, and the KPIs you think are relevant there? Overall, I wanted to grasp what is your view for Vinci Compass in Argentina. And second, maybe quicker on inorganic growth: beyond BACS and Navi, how active is the M&A pipeline if inorganic growth continues being one of the priorities? Or are you shifting your focus toward organic growth and working with the suite of products you've already built since listing? That's it.

Alessandro Morgado HortaChief Executive Officer

Thank you for your question. Talking about BACS qualitatively, the Argentine market is still in the early days of gaining traction on the asset management side. Our combination with BACS was strong not just for products but also for distribution. Our activity was more institutional, while BACS brought retail and wealth management distribution through Hipotecario. That combination is very synergistic. Integration has been smooth, in large part due to our team in Argentina who knew the BACS partners well, and our new partners at the Hipotecario Group have been a very good fit. The market today is concentrated in public credit and fixed income, but we see many opportunities to introduce more sophisticated, structured products to Argentina. We are optimistic about our setup and believe there is a huge opportunity for asset management in Argentina as the market improves and demands more structured products. On M&A versus organic growth, we continue to have a strong pipeline for inorganic opportunities. Our main focus for inorganic growth would be outside Brazil, to reinforce local capabilities in other Latin American markets, though such deals are often difficult to structure. For Brazil, we will be opportunistic—Navi is an example—and careful to understand the drivers of each opportunity. We will continue to focus on organic growth while being selective on inorganic opportunities.

Bruno Sacchi ZarembaPresident of Finance and Operations

I think those were good points from William. M&A outside Brazil is a channel we are exploring to grow alternative asset management capabilities, while in Brazil we look for opportunities that complement the platform. The upcoming Galeao indemnification will increase our flexibility; we expect to receive roughly BRL 90 million to BRL 100 million in the second half, most likely in the fourth quarter, which will add dry powder to pursue value-creating opportunities. Even with the deals we've completed, the base we created over the last few years is already yielding positive momentum. If you look at organic growth rates in some verticals, Global IP&S organic AUM growth year-on-year is close to 20%, real assets organic growth year-on-year in the second quarter was about 40%, and Credit about 30%. When we look at FRE performance excluding acquisitions, we had high single-digit revenue growth, about flat expenses, and FRE growth around 35%. So M&A is an important lever to expand, but the platform itself is already generating meaningful organic growth and value creation.

OperatorOperator

The next question comes from Tito Labarta with Goldman Sachs.

Tito LabartaAnalyst - Goldman Sachs

A couple of questions on AUM. Do you think credit is where growth will continue? What about some of the other lines that are not growing—private equity seems fairly muted—anything that could change that outlook? How much does the mix impact your margin to some extent? Also, because advisory was weak, did that have a negative impact on the FRE margin?

Bruno Sacchi ZarembaPresident of Finance and Operations

Thank you, Tito. We have talked a lot about Credit, and while Brazil's rate environment helps, product momentum outside Brazil is also strong. COPCO in Colombia is a good example—demand from institutional investors on private debt led us to build local capability and we're expecting a closing with a few hundred million dollars. Similar developments are happening in other credit products outside Brazil and within Brazil too. For example, we approved a new product today in our product committee, a partnership with a bank for distribution that could be a BRL 1 billion opportunity. So while rates help in Brazil, product proliferation and launching strategies across other Latin American countries are significant growth drivers. Regarding Private Equity, we are in a natural lifecycle pause. VCP IV is still in its investment cycle, and VIR V is in pre-launch and expected to have a first close in the next several weeks; anchors are aligned. VCP V could come later, depending on VCP IV's progress. So the current private equity fundraising lull is more lifecycle-related than demand-related. On mix impact, given private equity is less strong now, growth will come more from real assets, real estate, and IP&S, which should be marginally net positive for margins. Corporate advisory is important for FRE margin because advisory revenues have high leverage and dilute fixed costs when present. The first half had very little advisory revenue; for the second half we expect low-teens millions of revenue, and the visibility for a large portion of that revenue is quite high. If advisory revenues materialize as anticipated, they will help drive margins into the mid-30s or slightly higher.

Alessandro Morgado HortaChief Executive Officer

To add briefly, we expect two main credit developments in the short term: COPCO in Colombia and a final closing of SPS IV toward the end of the year, and we also anticipate a final closing of Lacan IV. So while growth is coming from IP&S and TPD, we are seeing capital flow into our Credit and Real Assets strategies. Regarding Private Equity, VIR V should have a first close soon, and we will consider future flagship funds as the current vintages mature.

OperatorOperator

I would like to turn the floor back to Mr. Alessandro Horta for the closing remarks. Please, Mr. Horta, you can proceed.

Alessandro Morgado HortaChief Executive Officer

Thank you very much again for your support and interest. We are very optimistic that we have been able to deliver even against a backdrop of high interest rates, especially in Brazil. We think that some of the volatility coming from the political side is easing as recent outcomes in Chile, Colombia and Peru have shown. We will probably, by the time of our next meeting for the third quarter results, have more clarity on elections in Brazil too. Even given the recent political volatility across the region, we have continued to deliver growth. We remain very optimistic moving forward and comfortable with our platform. I'd like to thank you all again, and have a good night. Thank you.

OperatorOperator

This does conclude today's presentation. We thank you all for your participation and wish you a very good evening.

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