Circular Letter CVM/SRE 01/2026: Guidelines for Filing Registration Requests for Public Offerings of Securities with Fiscal Benefits

COMMISSION OF SECURITIES
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 1/2026/CVM/SRE Rio de Janeiro, February 26, 2026. Subject: Guidelines on filling out registration requests for public offerings of distribution of securities with fiscal benefits (Law No. 12.431/11 and Law No. 14.801/24). Dear Director,

1. This Circular Letter contains guidelines regarding the procedures to be observed by lead coordinators in public offerings of securities with fiscal benefits, in accordance with the provisions of Decree No. 11.964 of March 26, 2024 (“Regulation” or “Decree 11.964”), which regulated art. 2 of Law No. 12.431/2011 and Law No. 14.801/2024, which in turn establish the securities that benefit from fiscal incentives when they are the subject of a public offering.

2. Decree No. 11.964/2024 regulated the conditions for classification and monitoring of investment projects considered as priorities in the areas of infrastructure or intensive economic production in research, development, and innovation.

3. With the objective of facilitating supervision and monitoring by the competent authorities of public offerings of securities that benefit from the aforementioned fiscal incentives, the Superintendence of Securities Registration altered the SRE System parameters to include new structured information in the requests dealing with securities offerings that may contain fiscal incentives, which will be viewed specifically for offerings subject to such incentives (debentures, CRI, FIDC, and Infrastructure Funds), with validity from 02/03/2026.

4. The SRE System parameters were also altered regarding CPR-Financeira offerings, although not provided for in the aforementioned regulations, as detailed below.

I. Public offerings of securities that may benefit from fiscal benefits provided for in Laws No. 12.431/2011 and No. 14.801/24

5. Listed below are the securities that may be subject to the fiscal benefit provided for in Law No. 12.431/11 or Law No. 14.801/24 and the respective legal provisions that confer the benefit.
   a) Incentivized Debentures: art. 2 of Law No. 12.431/11 b) Infrastructure Debentures: Law No. 14.801/24 c) CRI: art. 2 of Law No. 12.431/11 d) FIDC: art. 2 of Law No. 12.431/11 e) Infrastructure Funds (Incentivized Infrastructure Funds): art. 3 of Law No. 12.431

6. CPR-Financeira offerings will be addressed in Section V of this Circular Letter.

7. The following presents the parameterization of specific fields in the SRE System in the registration requests for each type of security/legal classification. In these cases, public offering registration requests must be filled out with the information requested by the SRE System, as follows.

II. Registration request in offerings of incentivized debentures - art. 2 of Law No. 12.431/11 or infrastructure debentures - Law No. 14.801/24

8. Information fields requested by the SRE System (all fields, when requested, are mandatory for submission of the request):
   a) Does the offering include a fiscal benefit? [answer “yes” if the offering includes any fiscal benefit listed in paragraph 5 above]; b) Fiscal benefit of Law 12.431/11 - art. 2 or Law 14.801/24? [this field is only available in case of “yes” answer in the previous field; answer according to the appropriate classification] c) Fiscal benefit of Law 12.431/11 - art. 1? [this field is only available in case of “no” answer in the previous field; fixed system answer is “yes”; in the case of debentures with fiscal benefit of art. 1 of Law No. 12.431/11, this is the last information requested by the SRE System] d) Type of fiscal benefit [this field is only available in case of “yes” answer in field ‘b)’; possible answers: “Law 12.431/11 - art. 2” and “Law 14.801/24”; choose the appropriate option] e) Does the project foresee an authorizing ordinance or are public services owned by subnational entities? [this field is only available in case of “yes” answer in field ‘b)’; possible answers: “yes” and “no”; choose the appropriate option] f) Number of the authorizing ordinance of the incentivized project [this field is only available in case of “yes” answer in the previous field; answer: inform the correct number of the ministerial ordinance] g) Number of the investment project protocol at the sectoral ministry [this field is only available in case of “no” answer in field ‘e)’; answer: inform the correct number of the protocol at the sectoral ministry] h) Sector and subsector of the investment project [this field is only available in case of “yes” answer in field ‘b)’; answer: choose the sector and subsector corresponding to the investment project in the drop-down menu] i) Object of the investment project [this field is only available in case of “yes” answer in field ‘b)’; answer: choose the object of the investment project in the drop-down menu] j) Geographic coordinates of the investment project [longitude] [this field is only available in case of “yes” answer in field ‘b)’; answer: inform the project longitude in the format -xx.xxxxx or +xx.xxxxx] k) Geographic coordinates of the investment project [latitude] [this field is only available in case of “yes” answer in field ‘b)’; answer: inform the project latitude in the format -xx.xxxxx or +xx.xxxxx]

9. Documents requested by the SRE System:
   a) Protocol proof at the Sectoral Ministry if title has fiscal benefit [this document is mandatory and is only requested in case of “no” answer in field ‘e)’]

III. Registration request in offerings of CRI - art. 2 of Law No. 12.431/11 and FIDC - art. 2 of Law 12.431/11

10. Information fields requested by the SRE System (all fields, when requested, are mandatory for submission of the request):
    a) Does the offering include a fiscal benefit? [answer “yes” if the offering includes any fiscal benefit listed in paragraph 5 above]; b) Fiscal benefit of Law 12.431/11 - art. 1? [this field is only available in case of “yes” answer in the previous field; if the answer is “no”, this is the last information requested by the SRE System] c) Type of fiscal benefit [this field is only available in case of “no” answer in field ‘b)’; the only possible answer is: “Law 12.431/11 - art. 2”] d) Does the project foresee an authorizing ordinance or are public services owned by subnational entities? [this field is only available in case of “no” answer in field ‘b)’; possible answers: “yes” and “no”; choose the appropriate option] e) Number of the authorizing ordinance of the incentivized project [this field is only available in case of “yes” answer in the previous field; answer: inform the correct number of the ministerial ordinance] f) Number of the investment project protocol at the sectoral ministry [this field is only available in case of “no” answer in field ‘d)’; answer: inform the correct number of the protocol at the sectoral ministry] g) Sector and subsector of the investment project [this field is only available in case of “no” answer in field ‘b)’; answer: choose the sector and subsector corresponding to the investment project in the drop-down menu] h) Object of the investment project [this field is only available in case of “no” answer in field ‘b)’; answer: choose the object of the investment project in the drop-down menu] i) Geographic coordinates of the investment project [longitude] [this field is only available in case of “no” answer in field ‘b)’; answer: inform the project longitude in the format -xx.xxxxx or +xx.xxxxx] j) Geographic coordinates of the investment project [latitude] [this field is only available in case of “no” answer in field ‘b)’; answer: inform the project latitude in the format -xx.xxxxx or +xx.xxxxx]

11. Documents requested by the SRE System:
    a) Protocol proof at the Sectoral Ministry if title has fiscal benefit [this document is mandatory and is only requested in case of “no” answer in field ‘d)’]

IV. Registration request in offerings of Infrastructure Funds: art. 3 of Law No. 12.431

12. In accordance with art. 59 of CVM Resolution No. 175/2022, Incentivized Infrastructure Funds (FI-Infra) are the investment funds provided for in art. 3 of Law No. 12.431, of 2011, with the objective of classification under the tax regime established in that Law. According to § 1 of this provision, all classes of FI-Infra must have the objective of classification under the tax regime established in Law No. 12.431, of 2011, therefore, all Infrastructure Funds are entitled to the fiscal benefit.

13. Information fields requested by the SRE System (all fields, when requested, are mandatory for submission of the request):
    a) Does the offering include a fiscal benefit? [the only available option is “yes”]; b) Type of fiscal benefit [the only available option is “Law 12.431/11 - art. 3”]

V. Registration request in offerings of CPR-Financeira (issued by rural producer): art. 3 of Law No. 11.033

14. Although the fiscal benefit of CPR-Financeira is not provided for in Law No. 12.431/2011 or Law No. 14.801/24, this Circular Letter includes guidelines on filling out the requests for public offerings of this security, given the alteration of the existing parameters.

15. Initially, it is important to point out that only Rural Producer Notes (CPR) issued by the persons listed in item I of art. 2 of Law No. 8.929/1994, which have financial liquidation (CPR-Financeira) and are traded in the market, are entitled to the fiscal benefit for individual investors, in accordance with art. 3 of Law No. 11.033/2004 c/c § 2 of art. 2 of Law No. 8.929/1994.

16. In this sense, the CPR-Financeira will only benefit from fiscal benefits if issued by the persons listed in item I of art. 2 of Law No. 8.929/1994 - rural producers.

17. Information fields requested by the SRE System (all fields, when requested, are mandatory for submission of the request):
    a) Does the offering include a fiscal benefit? [answer “yes” if the offering includes the fiscal benefit provided for in art. 3 of Law No. 11.033/2004 c/c § 2 of art. 2 of Law No. 8.929/1994]; b) Type of fiscal benefit [this field is only available in case of “yes” answer in field ‘a)’; only possible answer: “Law 11.033/04 - art. 3”]

VI. Final Provisions

18. We alert on the importance of the completeness and correct filling of the information related to the fiscal benefit requested by the SRE System, in accordance with this Circular Letter, for the adequate supervision and monitoring of public policy by the competent authorities (Secretariat of Economic Reforms of the Ministry of Finance and Special Secretariat of Federal Revenue of Brazil of the Ministry of Finance). Incorrect or incomplete information may lead these authorities to consider the offerings not classified under the respective legal provisions and understand that the fiscal benefit does not apply to the specific case, which may result in consequences for the issuers.

19. The new information related to the fiscal benefit will be required by the SRE System for all requests for public offerings of the securities listed in Section I of this Circular Letter submitted from 02/03/2026, inclusive.

20. This Circular Letter replaces Section II of Circular Letter No. 3/2024/CVM/SRE of 11/10/2024.

VII. Support Contact

21. We reiterate the guidance that inquiries regarding the SRE - Securities Offering Registration System should be directed exclusively to the email suporte-sistemasre@cvm.gov.br. Only electronic messages directed to such address will be answered, and it is not necessary to send a copy to any other address.
    Sincerely,
    LUIS MIGUEL R. SONO
    Superintendent of Securities Registration

Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent of Registration, on 02/26/2026, at 09:58, based on art. 6 of Decree No. 8.539, of October 8, 2015.
The authenticity of the document can be verified on the site https://sei.cvm.gov.br/conferir_autenticidade, informing the verification code 2594021 and the CRC code 96107997.
This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2594021 and the "CRC Code" 96107997.
Reference: Process No. SRE Circular Letters 2026 SEI Document No. 2594021