StoneCo Ltd. announced the results of the Early Tender Deadline pursuant to the terms and subject to the conditions set in an offer to purchase and consent solicitation statement dated July 1, 2024 (the "Offer to Purchase and Consent Solicitation"). Any capitalized term used but not defined in this press release has the respective meaning set in the Offer to Purchase and Consent Solicitation. Based on the information provided by D.F. King & Co.

Inc., the tender agent and the information agent for the Tender Offer and the Consent Solicitation (the "Tender and Information Agent"), tender instructions and Consents in the amounts set in the table below were validly delivered and not validly withdrawn prior to or at 5:00 p.m., New York City time, on July 15, 2024 unless extended (the "Early Tender Deadline"). Notes; CUSIP and ISIN Numbers; Principal Amount Outstanding; Aggregate Principal Amount Tendered; and Percentage of Aggregate Principal Amount Outstanding Tendered: 3.950% Senior Notes due 2028; CUSIP: 861787 AA7 /G85158 AA4 ISIN: US861787AA77/USG85158AA43; USD 500,000,000; USD 294,558,000; and 58.91%. The Tender Offer and the Consent Solicitation will expire immediately after 5:00 p.m., New York City time, on July 30, 2024, unless extended or earlier terminated by the Company (the "Expiration Time").

Registered holders (each, a "Holder" and, collectively, the "Holders") were required to validly tender and not validly withdraw their Notes at or prior to the Early Tender Deadline to be eligible to receive the Total Consideration, which includes the Early Tender Consideration. Holders may also participate in the Tender Offer and Consent Solicitation by validly tendering Notes and delivering their Consent after the Early Tender Deadline and at or prior to the Expiration Time, but they will be eligible to receive only the Tender Offer Consideration (as defined in the Offer to Purchase and Consent Solicitation), which excludes the Early Tender Consideration. In addition to the Tender Offer Consideration or the Total Consideration, as the case may be, Holders whose Notes are accepted for purchase pursuant to the Tender Offer and Consent Solicitation will also receive Accrued Interest.

Payment for all the Notes that are validly tendered and not validly withdrawn at any time prior to the Expiration Time and that are accepted for purchase will be made on the Final Settlement Date. It is anticipated that the Final Settlement Date will be on or around July 31, 2024. For the avoidance of doubt, there will not be any early settlement date and all the Notes that are validly tendered and not validly withdrawn at any time prior to the Expiration Time and that are accepted for purchase will be paid on the Final Settlement Date.

The Company is also soliciting Consents from Holders of the Notes to proposed amendments to the indenture governing the Notes (the "Indenture"), providing for, among other things, the elimination of substantially all of the restrictive covenants, various events of default and related provisions contained in the Indenture, as well as allowing the Company to replace itself as principal debtor in respect to the Notes by a substituted debtor; provided that the Company (and all other existing guarantors) shall guarantee the payment of all sums payable by the substituted debtor as such principal debtor on the same terms mutatis mutandis as the Notes and subject to certain other conditions (the "Proposed Amendments"). The Company has received the Requisite Consents (as defined in the Offer to Purchase and Consent Solicitation), as certified in writing by the Company to the Trustee (as defined in the Offer to Purchase and Consent Solicitation). With the other conditions to the Tender Offer and Consent Solicitation satisfied or waived, it is expected that StoneCo Ltd., Stone Instituição de Pagamento S.A., MNLT S.A., and Pagar.me Instituição de Pagamento S.A. and the Trustee will execute a supplemental indenture (the "Supplemental Indenture").

The Supplemental Indenture will be effective promptly upon their execution and delivery; however, the Proposed Amendments will not become operative until amounts payable by the Company pursuant to the Tender Offer and Consent Solicitation are deposited with the Tender and Information Agent or, upon the Tender and Information Agent's instructions, with DTC, on the Final Settlement Date.