Evertec Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
$EVTC
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 2, 2026
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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| (Address of principal executive offices) | (Zip Code) | ||||||||||
(787 ) 759-9999
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
COMMISSION FILE NUMBER 001-35872
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.01 | Entry into a Material Definitive Agreement. | ||||
Share Purchase Agreement
On February 2, 2026, Evertec Brasil Informática S.A (“Evertec BR” or “Buyer”), a wholly-owned indirect subsidiary of EVERTEC, Inc. (“Evertec” or the “Company”), entered into a Share Purchase Agreement (the “SPA”), dated as of February 2, 2026, by and among Evertec BR, Dimensa S.A., a corporation duly constituted and existing in accordance with the Laws of the Federative Republic of Brazil (“Dimensa”), TOTVS S.A., a corporation duly constituted and existing in accordance with the Laws of the Federative Republic of Brazil (the “Seller”), and Evertec Group, LLC, a limited liability company duly formed and existing in accordance with the Laws of the Commonwealth of Puerto Rico (“Guarantor”). Pursuant to the terms of, and subject to the conditions specified in, the SPA, Evertec BR will purchase all outstanding common shares of Dimensa from the Seller for an aggregate purchase price of approximately R$950 million (the “Transaction”), representing approximately USD $181 million at current exchange rates, subject to customary adjustments. The Transaction is expected to be funded with the Company’s existing liquidity. Following the consummation of the Transaction, Evertec BR will hold a 100% ownership stake in Dimensa on a fully diluted basis.
The Transaction is expected to close in the second quarter of 2026, subject to the satisfaction or waiver of customary closing conditions, including, among other things: (i) the Seller’s purchase of any outstanding common shares of Dimensa currently owned by B3 – Brasil, Bolsa, Balcão S.A., (ii) the distribution of Dimensa’s excess cash to Seller in accordance with the terms of the SPA, (iii) the absence of any order or legal requirement preventing, restricting, suspending, prohibiting, or making illegal the consummation of the Transaction, or any claims seeking or requesting any such order or legal requirement, (iv) the final approval of the Transaction by the Brazilian antitrust authority (Conselho Administrativo de Defesa Econômica) (“CADE”); (v) the accuracy of the representations and warranties of each party; (vi) the fulfillment of each party’s obligations and commitments under the SPA; and (vii) the absence of a Material Adverse Effect (as defined in the SPA).
Evertec BR and the Seller have made customary representations and warranties in the SPA. The SPA also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of Dimensa’s business between the date of the signing of the SPA and the consummation of the Transaction (such date, the “Closing Date”), including conducting operations and maintaining the business organization in the ordinary course of business and in accordance with applicable law, keeping the services of its officers and employees available in the ordinary course of business, maintaining business relationships and continuing to pay and discharge debts, (ii) the parties’ mutual cooperation to cause the Transaction to be completed, including actions to obtain the required approval of CADE for the Transaction, and (iii) confidentiality, non-solicitation and non-competition provisions. The SPA also contains customary indemnification provisions by both Evertec BR and the Seller with respect to the performance of specified pre-closing and post-closing covenants.
In addition, the SPA provides that, on the Closing Date, the parties will enter into a transitional services agreement governing the relationship of Evertec BR, Dimensa and the Seller for a period of six months following the consummation of the Transaction, subject to extension pursuant to the terms and conditions therein.
The SPA contains certain customary termination rights for Evertec BR, Dimensa and the Seller, including, by mutual agreement of the parties or by either Seller or Buyer if the Transaction is not consummated on or prior to 180 days from the date of entering into the SPA, subject to extension by mutual agreement of the parties.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the text of the SPA, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The representations, warranties and covenants of the parties contained in the SPA are made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants are (i) made only for purposes of the SPA, (ii) qualified by confidential disclosures made by the parties to each other in connection with the SPA, (iii) subject to materiality qualifications contained in the SPA which may differ from what may be viewed as material by investors, (iv) made as of the date of the SPA or such other date as is specified in the SPA, continuing until the Closing Date or, in certain specific cases, subject to update at the Closing Date and (v) included in the SPA for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the SPA is included with this filing only to provide investors with information regarding the terms of the SPA, and not to provide investors with any other factual information regarding the parties or their respective businesses. Investors should not rely on the representations, warranties or covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the SPA, which subsequent information may or may not be fully reflected in the parties’ public disclosures. The SPA should not be read alone but should instead be read in conjunction with the other information regarding the parties, the Transaction and other documents that Evertec will file with the U.S. Securities and Exchange Commission (the “SEC”).
| Item 7.01 | Regulation FD Disclosure. | ||||
On February 2, 2026, Evertec issued a press release announcing the Transaction, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Note: The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements contained in this Current Report on Form 8-K other than statements of historical facts, including, without limitation, statements regarding the Transaction, the anticipated benefits thereof, the timing of the Transaction closing and the parties’ entrance into the SPA, are forward-looking statements. Words such as “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” and “plans” and similar expressions of future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors.
Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to: failure to satisfy one or more conditions to closing of the Transaction; the inability to achieve the expected benefits of the Transaction; the loss of personnel or customers in connection with the Transaction; any delays in obtaining regulatory approvals; and the important factors set forth under "Part 1, Item 1A. Risk Factors," in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, as any such factors may be updated from time to time in the Company’s filings with the SEC. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless it is required to do so by law.
Item 9.01 | Financial Statements and Exhibits. | ||||
Number | Exhibit | ||||
| 2.1#^ | |||||
| 99.1* | |||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||
# Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
^ Pursuant to Item 601(b)(10), information in this exhibit identified by brackets is confidential and has been excluded because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential.
*Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EVERTEC, Inc. | ||||||||
(Registrant) | ||||||||
Date: February 2, 2026 | By: | /s/ Karla Cruz Jusino | ||||||
Karla Cruz Jusino | ||||||||
| Chief Financial Officer | ||||||||