Mover’s 14.86% Stake to Be Transferred to Bradesco Following the Expiration of Preemptive Rights Period – Slightly Negative for MOTV as Overhang Persists

Research evidence excerpt

Mover’s 14.86% Stake to Be Transferred to Bradesco Following the Expiration of Preemptive Rights Period – Slightly Negative for MOTV as Overhang Persists

J P M O R G A N Latin America Equity Research

29 July 2026

Motiva

Mover’s 14.86% Stake to Be Transferred to Bradesco Overweight

Following the Expiration of Preemptive Rights Period – MOTV3.SA, MOTV3 BZ

Slightly Negative for MOTV as Overhang Persists Price (28 Jul 26):R$14.69

Latin American Transportation

The News: Motiva (MOTV3, OW) announced last night that Mover, one of Guilherme Mendes AC

Motiva's controlling shareholders, has signed the agreements to proceed with the (55-11) 4950-4105

alienation of its 14.86% stake in Motiva (300 million shares, comprising a 10% guilherme.g.mendes@jpmorgan.com

stake under the shareholders' agreement and 4.86% outside the controlling block) Banco J.P. Morgan S.A.

to Bradesco (BBDC4, N-rated by Yuri Fernandes), after the current controlling

shareholders – Itaúsa, Votorantim, and Soares Penido – did not exercise their right

of first refusal for the second time. The stake sale is part of Mover's Judicial

Recovery process (Brazilian Chapter 11) that was granted as collateral to

Bradesco.

Under the shareholders' agreement, Bradesco has 90 days from the expiration of

the right of first refusal period to formalize the transaction, with the share transfer

required to be completed within 30 days thereafter. Over this period, it should

become clearer whether Bradesco will join the existing shareholders' agreement.

Notably, the current shareholders' agreement requires a minimum 10% stake to be

subject to it for a shareholder to retain its voting rights, and a minimum 5% stake

to remain part of the shareholders' agreement

Our View: We view this as slightly negative for Motiva, as the extended