The negotiated portfolio includes stakes in nine shopping malls across different regions of Brazil. The sold positions range from minority stakes to full ownership.

In São Paulo, XP Malls sold stakes in Tietê Plaza Shopping (45%) in the northwest area of the capital; Campinas Shopping (25%) in the countryside; and Grand Plaza (20%) in the ABC region.

In Rio de Janeiro, the transaction includes Shopping Downtown (100%) in Barra da Tijuca, Shopping Metropolitano Barra (40%), and Caxias Shopping (17.5%) in Baixada Fluminense.
The portfolio also includes strategic assets in other regions: Partage Santana Shopping (15%) in Rio Grande do Norte; Shopping Ponta Negra (40%) in Manaus; and Shopping Bela Vista (14.31%) in Salvador.

Payment will be made in three phases: BRL 1 billion upfront at closing, BRL 52.3 million in January 2026, and BRL 528.5 million within five years, adjusted by the IPCA index.

To execute the acquisition, Riza created a Master FII that works as the transaction’s central vehicle. The fund was divided into two subclasses:

• Subclass A, aimed at public offering investors and prioritized for amortization

• Subclass B, subscribed by XP Malls for BRL 191 million, assuming higher risk and higher return potential

The Master FII will hold the acquired assets and has an initial term of five years, extendable for one more. If by the end of the term there is still outstanding amortization in Subclass A, XP Malls may repurchase assets — including through its own shares — at their minimum book value.