SEC Form 6-K filed by PagSeguro Digital Ltd.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-38353

PagSeguro Digital Ltd.
(Name of Registrant)

Conyers Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, P.O. Box 2681,
Grand Cayman, KY1-1111, Cayman Islands
(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 Form 20-F ☒                                                            Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 Yes ☐                                                                          No ☒

 

PAGS Reports Second Quarter 2025 Results

 

Strong EPS Growth (diluted, GAAP) in 1H 2025 of +14.3%
Driven by Revenue Diversification Across Payments and Banking

 

São Paulo, August 13, 2025 – PagSeguro Digital Ltd. (“PagBank”, “we”, “Company”) has announced today its second quarter results for the period ended June 30, 2025. The consolidated financial statements are presented in Reais (R$) and prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

A message from our CEO

 

In the second quarter of 2025, we continued the disciplined execution of our strategy, exploring the strengths of our financial ecosystem with a constant focus on increasing shareholder value, while successfully navigating the prevailing macroeconomic volatility.

 

As we mentioned last quarter, rising interest rates in Brazil in combination with a lower economic activity added challenges for this year. In response, we took steps to mitigate higher financial costs, adjust asset product pricing, and maintain disciplined operational expenses. This quarter’s performance is the result of this strategy, as it demonstrates our ability to protect profitability while advancing on client engagement and monetization by continuously improving our offerings.

Even in the face of a challenging economic scenario, we remain focused on delivering the projected guidance for the year, keeping profitability as a priority. We continue to make gradual progress in expanding our credit offering, with a focus on quality, highlighting the consistent performance of collateralized products and the progressive acceleration of clean credit lines. This strategy reinforces our commitment to sustainable growth, preserving the Company's financial health and the trust of our stakeholders.

With that in mind, I would like to highlight the strong performance of our banking business. For the first time, Banking contributed with a higher revenue increase than Payments and now accounts for more than 26% of our total Gross Profit, which is a clear sign of our platform’s value and how we are gradually unlocking its full potential.

Furthermore, in line with our ongoing commitment to sustainable shareholder value, last June we announced an additional dividend distribution, with payment scheduled for August 15 (with a record date of July 16), as well announced that we expect to make two additional distributions within the coming quarters, subject to, among other factors, market and Company’s financial condition and approval by our board of directors.

Looking onwards towards 2H25, we remain confident in delivering solid results, supported by our strong track record of consistent performance across varying economic conditions and prudent management.

Alexandre Magnani – CEO 

Q2 2025 Highlights

 

Financial Highlights

 

Gross Profit: Total Revenue and Income (-) Transaction Costs (-) Financial Expenses (-) Total Losses.

Non-GAAP Measures: For further information regarding the reconciliation and explanation of non-GAAP financial measures, including the presentation of the closest comparable GAAP financial measure, please see “Appendix” and “Non-GAAP Disclosure” included in this earnings release.

 

Operational Highlights

 

 

 

Operational Performance

 

Pag Bank Clients

 

1. Total Clients: number of clients registered at Brazilian Central Bank.

2. Active Banking Clients: number of active clients in the Banking business, including those with no relationship to Payments (Banking Only).

3. Active Merchants: number of active clients in the Payment business, including those with no relationship to Banking (Payments Only).

4. Total Active Clients: refers to Active Clients with at least one transaction in the last twelve months in the payments or banking services, and/or Active Clients with a balance in their digital account on the last day of the last month of the periods indicated.

Total Clients reached 33.1 million, at the end of the quarter, an increase of 4.5% compared to Q2 2024.

Starting in 1Q25, we have adopted a new client segmentation. Merchants with a TPV up to R$3 million per month are now classified as MSMBs, compared to the threshold of R$1 million per month previously adopted. Additionally, we now classify merchants with TPV above R$3 million under the Large Retail segment, and online merchants (e-commerce and cross-border) under the Online segment, previously collectively referred to as our former LMEC.

Total Active Clients amounted to 17.7 million, representing 54% of the Total Clients base, relatively stable both year-over-year and quarter-over-quarter, with highlight to the sustainable growth in Banking Only clients, representing 65% of the Total Active Clients.

Active Merchants, ended the quarter with a total of 6.3 million, representing a decrease of -2.7% vs. Q1 2024, and a stable quarter-over-quarter, mainly linked to the decrease in standalone Payments merchants, as a result of the focus on merchants with higher cross-selling opportunities. Therefore, our TPV per Merchant reached R$20.7 thousand in Q2 2025, +7.7% higher vs. Q2 2024. 

 

Active Banking Clients grew 0.4% y/y, mainly driven by the increase in the Banking Only customer base, which grew 2.6% y/y, in line with our strategy to promote higher engagement in Banking and moving towards a more profitable client base.

Banking

 

Cash-In

Active Banking Clients refer to Banking Clients and Banking + Payments Clients.

 

Cash-In amounted to R$90.6 billion, up +18.6% y/y, as a result of higher transactionality and the constant evolution of our engagement levels as well as the increase in Banking Only Clients (2.6% y/y). This is supported by a sustained high penetration of investment and insurance products, as demonstrated by the higher Deposits franchise in the period. Cash-in per Active Banking Client rose 18.0% y/y to R$5.2 thousand, up +18.0% y/y, alongside continued growth in our active client base.

Credit Portfolio and Expanded Portfolio

       1. Prepayment to Merchants is net of Accounts Receivable Securitization.

 

Expanded Portfolio, which includes Prepayment to Merchants, reached R$48.1 billion in Q2 2025, driven mainly by prepayment to merchants, which increased 9.7% y/y, as merchants increasingly turned to this embedded credit alternative amid a higher interest rate environment.

Deposits and Total Funding

 

 

Total Deposits reached R$37.2 billion, representing an increase of +8.8% vs. Q2 2024, mainly driven by the +17.4% y/y growth in Banking Issuances, as result of more Interbank Deposits (+57.3% y/y) due to initiatives to diversify funding and strength relationship with other financial institutions, and certificate of deposits (+3.0% y/y), partially offset by the decrease in Checking Accounts, amounting R$10.5 billion, down -8.1% y/y, in line with a lower Annual Percentage Yield (APY) of 48% CDI, compared to 69% in 2Q24.

In June 2025, the Company successfully completed the issuance of R$920 million in financial letters (letras financeiras - LFs), with a two-year maturity and no early amortization. The transaction attracted strong investor demand, totaling 3.2x the offering amount. The notes were priced at CDI +0.45% per annum or approximately 103.5% of the CDI. Proceeds will be used for general corporate purposes, including the expansion of our acquiring and credit operations.  

The overall APY reached 89.2% of de CDI, a decrease of -5.9 p.p y/y primarily driven by the reduction in checking account remuneration, lower yields on certificates of deposit, and funding cost optimization initiatives implemented in response to the current interest rate environment.

 

When considering Other Fundings, which includes sources such as Borrowings, Certificate of Deposits with Related Parties and Senior FIDC quotas, Total Funding reached R$42.9 billion, increasing 14.6% y/y, led by the increase in Total Deposits and the Company’s ongoing efforts to diversify its funding sources for a more balanced capital structure. Overall, Other Fundings reached an APY of 106% of CDI, in comparison to 107% in 2Q24.

 

The Loan-to-funding ratio in Q2 2025 was 112%, a 3.3 p.p decrease compared to the same period of last year. The reduction reflects the solid growth in funding, which continues to support credit expansion while improving the Company’s liquidity position.

 

Payments

Total Payment Volume

 

MSMB: Refers to Micro-merchants (monthly TPV < R$15,000) and Small/Medium Businesses (monthly TPV from R$15,000 up to R$3,000,000).

Large Retail and Online: former LMEC segment, refers to larger merchants (monthly TPV > R$3,000,000), plus Online merchants (e-Commerce and Cross-Border).

TPV totaled R$129.5 billion, +4.2% higher vs. Q2 2024, as described below:

Financial Performance

Total Revenue and Income

1. Payments: mainly composed by merchant discount rates (MDRs), early prepayment of cards receivables and membership fees from POS device.

2. Banking: mainly composed by interest income from credit portfolio, interest income from float of PagBank accounts, prepaid cards and escrow account reconciliation, fees (mostly cards interchange and account service fees) and Other Financial Income.

 

Total Revenue and Income reached R$5,058 million in Q2 2025, representing an increase of +11.0% vs. Q2 2024, reflecting the positive impact of repricing strategies implemented since 4Q24, both on the acquiring and banking business. These initiatives were designed to offset rising financial costs and support sustainable revenue generation amid a more selective growth environment. The Total Revenue and Income expansion, outpacing TPV, highlights the effectiveness of this repricing process in improving unit economics.

If we consider our Total Revenue and Income net of acquiring transactions costs (Interchange and Card Scheme fees), Total Revenue and Income Net of Interchange reached R$3,339 million in Q2 2025, an +18.1% increase vs. Q2 2024, and +5.9% vs. Q2024, respectively, effectively demonstrating our ability to reposition our margins and protect performance despite economic cycle.

 

Gross Profit

 

 

 

 

Gross Profit totaled R$1,945 million in Q2 2025, representing an increase of +6.9% y/y. As a percentage of Total Revenue and Income, Gross Profit margin decreased 1.5 p.p vs. Q2 2024, reaching 38.5% in the quarter, primarily impacted by the increase in financial costs due to the higher Brazilian Basic Interest Rate (“SELIC”) rate. The Financial Cost totaled R$1,280 million in Q2 2025, representing an increase of +48.2% y/y.

   It is important to note that capital structure initiatives implemented in the period, such as dividends and buyback, created an additional financial cost impact on reported Gross Profit. If we exclude this impact, R$21.3 million in Q2 2025, Gross Profit net of Dividends and Buyback would have increased +8.1% y/y.

Total Costs and Expenses

 

Total Costs and Expenses, on a non-GAAP basis, amounted to R$4,399 million in Q2 2025, representing an increase of +12.2% y/y vs. Q2 2024, mainly related to:

 

When excluding non-GAAP figures related to LTIP Expenses (long-term incentive plan), Cost of Sales and Services reached R$2,411 million in Q2 2025, representing an increase of +3.4% y/y.

When excluding non-GAAP figures related to LTIP Expenses and Non-Recurring Amortization Expenses, Administrative Expenses reached R$227 million in Q2 2025, representing an increase of +4.8% compared to Q2 2024.

On a GAAP basis, including LTIP Expenses and Non-Recurring Amortization Expenses of R$42.9 million, Total Costs and Expenses amounted to R$4,442 million in Q2 2025, representing an increase of +11.6% in comparison to the amount of R$3,979 million presented in Q2 2025.

Total Costs and Expenses by nature

For further information regarding the reconciliation and explanation of non-GAAP financial measures, including the presentation of the closest comparable GAAP financial measure, please see “Appendix” and “Non-GAAP Disclosure” included in this earnings release.

 

Transaction Costs

 

Transaction Costs, on a GAAP and a non-GAAP basis, totaled R$1,736 million, representing a decrease of -1.4% from R$1,761 million in Q2 2024, mainly driven by:

As a percentage of the Total Revenue and Income, Transaction Costs decreased to 34.3% in Q2 2025 vs. 38.6% in Q2 2024.

Financial Costs

Financial Costs totaled R$1,280 million in Q2 2025, representing an increase of +48.2% vs. Q2 2024.

As a percentage of Total Revenue and Income, Financial Costs increased to 25.3% in Q2 2025 vs. 18.9% in Q2 2024. As aforementioned, the increase in financial costs resulted mainly from the increase in the SELIC compared to the same period of 2024. When compared to Q1 2025, Financial Costs increased 8.6%, mainly due to the SELIC rate hike.

Total Losses

Total Losses reached R$98 million in Q2 2025, representing a decrease of -13.6% vs. Q2 2024. As a percentage of Total Revenues and Income, Total Losses decreased to 1.9% in Q2 2025 from 2.5% in Q2 2024.

The reduction was primarily driven by improved asset quality, supported by stronger KYC and onboarding processes that led to fewer chargebacks, along with lower expected credit loss (ECL) provisions, reflecting a healthier and more resilient credit portfolio in comparison to Q2 2024.

Operating Expenses

Operating Expenses, on a Non-GAAP basis, which include Personnel Expenses, Marketing and Advertising and Other Expenses, totaled R$820 million, representing an increase of 6.2% from R$773 million in Q2 2024. As a percentage of Total Revenue and Income, Non-GAAP Operating Expenses represented 16.2% vs. 17.0% in Q2 2024. These trends are mainly due to the following:

 

On a GAAP basis, Operating Expenses totaled R$841 million, an increase of +3.7% from R$811 million in Q2 2024. As a percentage of Total Revenue and Income, Operating Expenses represented 16.6%, compared to 17.8% in Q2 2024, showcasing our compromise to deliver operating leverage.

Depreciation and Amortization and POS Write-Off 

Depreciation and Amortization reached R$430 million, representing an increase of +15.7%, from R$371 million in Q2 2024. This was primarily driven by higher depreciation of POS devices and increased amortization of R&D investments, particularly those related to product development and data security. These investments qualify for tax benefits under the “Lei do Bem” (Technological Innovation Law), enabling the deferral of certain tax liabilities. Depreciation and amortization (“D&A”) is directly related to growth in TPV and investments deployed, which decreased -16.9% y/y and -20.1% q/q, totaling R$529 million.

When including LTIP Expenses and Non-Recurring Amortization Expenses amounting to non-GAAP expenses of R$22.3 million, D&A, on a GAAP basis, totaled R$452 million, representing an increase of +15.5% vs. Q2 2024 due to amortization of Fair Value adjustment related to acquisitions in the past and amortization of the Long-term Incentive Plan.

The increase in D&A expenses was partially offset by higher PIS and COFINS credits, related to a tax benefit that allows PagSeguro Brazil to reduce the depreciation and amortization over some operational expenses when incurred.

POS Write-offs in Q2 2025 totaled R$36 million, representing a decrease of -9.2% year-over-year and -4.9% quarter-over-quarter. The majority amount comes from 2020 and 2021 POS vintages.

Earnings Before Tax (EBT)

For further information regarding the reconciliation and explanation of non-GAAP financial measures, including the presentation of the closest comparable GAAP financial measure, please see “Appendix” and “Non-GAAP Disclosure” Included in this earnings release.

Non-GAAP Earnings before Tax amounted to R$659 million in Q2 2025 representing an increase of +3.7% vs. Q2 2024, supported by our successful repricing strategy, operational leverage and a disciplined cost management approach, partially offset by higher financial costs and D&A expenses.

When including LTIP Expenses and Non-Recurring Amortization Expenses amounting to non-GAAP expenses of R$43 million, Earnings before Tax, on a GAAP basis, totaled R$616 million, representing an increase of +6.7% vs. Q2 2024.

Income Tax and Social Contribution

1. Refers to the benefit granted by the Technological Innovation Law (“Lei do Bem”), which reduces the income tax charges, based on the amount invested by the PagSeguro Digital Ltd. On specific intangible assets. Please, see Note 21 in our Form 6-K related to the Financial Statements, published on the date hereof.

2. Some entities and investment funds adopt different taxation regimes according to the applicable rules in their jurisdictions.

  Income Tax and Social Contribution amounted to an expense of R$79 million in Q2 2025, representing an increase of +7.3% versus Q2 2024. The Effective Tax Rate (ETR) increase 0.1 p.p, totaling 12.9% in Q2 2025, as a consequence of higher banking contribution, partially offset by tax efficiencies by legal entities abroad and benefits from “Lei do Bem” eligibility.

   In both periods, the difference between the Effective Income Tax and Social Contribution Rate and the Rate computed by applying the Brazilian federal statutory rate (34%) was mainly related to:

Net Income

1. Weighted average number.

For further information regarding the reconciliation and explanation of non-GAAP financial measures, including the presentation of the closest comparable GAAP financial measure, please see “Appendix” and “Non-GAAP Disclosure” Included in this earnings release.

 

Net Income in Q2 2025 amounted to R$565 million, representing an increase of +4.3%, from R$542 million reported in Q2 2024. This growth was driven by our top-line growth, coupled by our continued efforts in delivering operational leverage and tax efficiencies implemented during the period.

Including non-GAAP expenses of R$28 million, Net Income on GAAP basis totaled R$537 million in Q2 2025, up +6.6% when compared to R$504 million reported in Q2 2024.

In Q2 2025, diluted EPS increased 14.2% compared to the same period last year, from R$1.58 in 2Q24 to R$1.80 in 2Q25, primarily due to higher earnings and the impact of our share repurchase program, which reduced the total number of shares outstanding.

 

Capital Structure

 

ROAE in Q2 2025 reached 14.5%, 0.2 p.p higher than Q2 2024, given the initiatives to promote financial cost efficiency and preserved profitability amid challenging macroeconomic environment. Considering Net Income in an LTM basis, ROAE LTM reached 15.2% in comparison to 14.0% in Q2 2024, effectively demonstrating the Company’s ability to deliver consistent returns, generating sustainable shareholder value over time, despite its conservative capital structure.

 

In 2Q25, we completed the repurchase of the full US$200 million authorized under our second buyback program. Immediately thereafter, our board of directors approved a third share repurchase program, allowing the Company to buyback up to an additional US$200 million in outstanding shares.

 

Additionally, following the announcement of our first dividend payment in May 2025, our board of directors has approved the payment of a cash dividend of US$0.12 per common share of the Company to be paid on August 15, 2025 to shareholders of record as of July 16, 2025.

 

The Company is committed to improving its capital structure as observed by the current BIS ratio trajectory. In Q2 2025, the BIS ratio was 29.6% versus 33.2% in the same period last year. 

Appendix

 

Income Statement (GAAP)

 

Income Statement by Costs and Expenses Nature (GAAP)

 

Total Costs and Expenses by nature (GAAP)

 

Net Income Reconciliation (GAAP to non-GAAP)

 

Balance Sheet (GAAP)