Motiva Q3 Adjusted EBITDA Rises 13.4% as Leverage Falls to 3.2X

Motiva reported adjusted net revenue of R$3,806 million (Brazilian reais) for the third quarter of 2026, up 13.6% from R$3,350 million a year earlier, with adjusted EBITDA rising 13.4% to R$2,521 million and adjusted net income rising 9.8% to R$750 million, according to the company’s third-quarter earnings release dated São Paulo, October 28, 2026. Consolidated net income under Brazilian accounting practices and IFRS reached R$3,424 million, versus R$1,232 million in the third quarter of 2025, after the completed sale of the company’s airport platform added approximately R$1.8 billion in capital gains and R$871 million in cumulative translation adjustments to the result from discontinued operations.

The quarterly information was prepared under accounting practices adopted in Brazil and International Financial Reporting Standards issued by the International Accounting Standards Board, presented on a consolidated basis in millions of reais with comparisons against the third quarter of 2025; the data exclude the Airport Platform. Earnings per share were R$1.69505, compared with R$0.60990 a year earlier. The adjusted EBITDA margin was 66.2%, down 0.2 percentage point, while the ratio of cash operating expenses to adjusted net revenue over the last twelve months reached 34.4%, 1.5 percentage points lower than in the prior-year period.

Airport Platform Divestment

On September 1, 2026, Motiva completed the divestment of 100% of the shares of Companhia de Participações em Concessões (CPC) that it held, in continuity with a Material Fact disclosed on November 18, 2025. ASUR began to hold direct control of CPC, the holding company that concentrates Motiva’s equity interests in airport assets in Brazil and abroad. The transaction value, after applicable adjustments, resulted in an equity value of R$5.2 billion, and the company’s cash flow statement shows R$5,187 million received from the sale.

In his message in the release, Chief Executive Officer Miguel Setas described the quarter as “marked by the completion of the sale of the Airport Platform for R$12.2 billion (enterprise value).” Setas also stated that Moody’s (MCO ) upgraded Motiva’s rating to AAA on the national scale, giving the company the highest rating from all three major rating agencies, and that Motiva entered the mobility services segment through its first electric bus charging contract in the city of São Paulo.

Also on September 1, 2026, the company announced the full early redemption of the debentures issued under its 17th and 18th issuances, in the aggregate amount of approximately R$3.7 billion. On September 17, 2026, Motiva paid approximately R$1.5 billion in interest on equity, and on September 29, 2026, it announced a strategic partnership through a new joint venture for the commercial exploitation of Out-of-Home media on highways.

Toll Roads and Rail Operations

Toll roads adjusted EBITDA was R$2,262 million, up 13.1%, with a margin of 81.6%, down 2.0 percentage points. Consolidated IFRS traffic reached 377,878,099 equivalent vehicles, up 33.3%, while comparable traffic rose 1.6%. Toll revenue grew 17.0% to R$3,008 million. Motiva attributed adjusted net revenue growth mainly to the start of operations at Minas_SP, the commencement of gantry (free-flow) operations at RioSP, Paraná and Sorocabana, tariff adjustments and the operational evolution of the businesses. Minas_SP applied its first tariff step of 40% on May 11, 2026. RioSP traffic rose 13.5%, driven by free-flow toll collection in the São Paulo Metropolitan Region, which began in December 2025. Comparable passenger-vehicle traffic increased 4.9% and comparable commercial-vehicle traffic decreased 0.6%. Under demand-risk mitigation provisions, Paraná recognized approximately R$19 million and Minas_SP recognized R$10 million in demand-sharing with the granting authority.

The rail business transported 195.6 million passengers, up 0.5%. Rail adjusted EBITDA was R$593 million, up 0.3%, with a 57.2% margin. Tariff revenue grew 3.9%, and mitigation revenue rose 173.5%, which the release ties to the reclassification of R$47 million at ViaQuatro in the third quarter of 2025 following the execution of Amendment No. 10.

Debt, Investments and Financial Result

Net debt to last-twelve-months adjusted EBITDA fell to 3.2x from 3.6x in the third quarter of 2025, a decrease the company said resulted from the completion of the Airport Platform transaction. Consolidated gross debt was R$40,382 million at the end of September 2026, versus R$43,522 million at the end of June 2026. Consolidated net debt was R$30,078 million and holding-company net debt was R$2,444 million, against cash, cash equivalents and financial investments of R$10,343 million. The quarter’s debt evolution reflected prepayments totaling R$5.3 billion, including the R$3.7 billion redemption, and R$1.4 billion in contributions to investees. VLT Carioca raised R$70 million in a sixth commercial note issue at CDI + 0.41% maturing in September 2029, with proceeds used to repay its second issuance and reinforce its cash position. Debt ended the quarter with a duration of 5.3 years at an average cost of CDI – 0.34%, with approximately 48% of maturities falling due from 2033 onward.

Investments plus maintenance totaled R$2,275 million, up 2.9%. The concessionaires that invested the most were RioSP (R$488 million), Pantanal (R$409 million), SPVias (R$188 million) and Sorocabana (R$169 million). ViaQuatro received R$54 million in contributions related to the line extension works to Taboão da Serra.

The net financial result was a negative R$775 million, an expense 4.9% smaller than in the third quarter of 2025. Interest on loans, financing and debentures rose 15.3% to R$1,005 million, which the company attributed mainly to gross debt 18.3% higher between the compared periods, an impact that outweighed a 0.93 percentage-point reduction in the average annual CDI rate. Income on financial investments and other revenues rose 64.5% to R$375 million on a 29.4% higher average cash balance.

For the first nine months of 2026, adjusted net revenue was R$10,764 million, up 13.3%; adjusted EBITDA was R$7,128 million, up 16.9%; and adjusted net income was R$2,040 million, up 25.9%.

A results videoconference in Portuguese with simultaneous translation into English is scheduled for Thursday, October 29, 2026, at 9:00 a.m. São Paulo and 8:00 a.m. New York. The company’s investor relations page also lists a Capital Markets Day for November 12, 2026, after market closing.