SCHEDULE: Nvni Group CEO Corrects Shareholding Disclosure

Nvni Group Limited's CEO, Pierre Schurmann, filed an amended Schedule 13D to correct previously reported beneficial ownership of ordinary shares, now totaling 16.16%.

Summary

• Pierre Schurmann, the Chief Executive Officer and Chair of Nvni Group Limited, filed Amendment No. 4 to Schedule 13D.
• This amendment was filed solely to correct an inadvertent error in Amendment No. 3 regarding the number of Ordinary Shares beneficially owned by the Reporting Person.
• No new transactions are being reported in this Amendment No. 4.
• Schurmann now beneficially owns a total of 1,622,087 Ordinary Shares of Nvni Group Limited.
• This beneficial ownership represents 16.16% of the Issuer's 10,032,710 Ordinary Shares outstanding as of December 26, 2025.
• The total includes 146,512 Ordinary Shares held directly by Pierre Schurmann, 1,458,810 Ordinary Shares held by Heru Investment Holdings Ltd. (an entity controlled by Schurmann), and 16,765 Ordinary Shares held by Coppi International Ltd. (where Schurmann has sole voting power).
• Heru Investment Holdings Ltd. acquired an additional 32,000 Ordinary Shares on October 10, 2025, which was the transaction previously misreported.
• On March 27, 2025, Pierre Schurmann was issued 350,000 Class FF Shares for a total subscription price of US$3.50, with each Class FF share carrying 1,000 votes.

Sentiment

Score: 6

Explanation: The filing corrects a previous error, enhancing transparency. The significant beneficial ownership by the CEO and Chair, Pierre Schurmann, at 16.16% of ordinary shares, coupled with his acquisition of additional shares through a controlled entity, signals strong insider confidence in the company's prospects.

Positives

• Increased transparency through the correction of a previous reporting error, demonstrating commitment to accurate public disclosures.
• Significant insider ownership by the CEO and Chair, Pierre Schurmann, holding 16.16% of Ordinary Shares, which can signal strong confidence in the company's future prospects.
• The acquisition of 32,000 Ordinary Shares by an entity controlled by the CEO on October 10, 2025, indicates continued investment interest from management.

Negatives

• An inadvertent error in a previous SEC filing (Amendment No. 3) required correction, which could suggest minor internal control issues in reporting procedures.

Risks

• Potential for minor reputational risk due to the necessity of correcting a previous SEC filing, although the prompt correction mitigates this concern.

Future Outlook

NA

Management Comments

• Pierre Schurmann serves as the Chief Executive Officer and Chair of the board of directors of Nvni Group Limited.
• The Reporting Person acquired the securities described in this Schedule 13D for investment purposes.

Industry Context

NA

Corporate Governance

Related Party Transactions

• Heru Investment Holdings Ltd., which acquired 32,000 Ordinary Shares on October 10, 2025, is an entity controlled by the Reporting Person, Pierre Schurmann.
• Coppi International Ltd., holding 16,765 Ordinary Shares, is an entity where Pierre Schurmann holds sole voting power via a power-of-attorney.

Stakeholder Impact

• Shareholders: Provides clearer and more accurate information regarding the CEO's beneficial ownership, enhancing transparency and trust in reported data.
• Regulatory Authorities: Demonstrates compliance with SEC reporting requirements by promptly correcting previous errors.

Key Dates

Recommendation

This filing is an amendment to correct a previous reporting error regarding beneficial ownership and does not introduce new material information about the company's operations, financial performance, or strategic direction. While the significant insider ownership by the CEO is a generally positive signal, this specific filing does not provide a basis for a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as it maintains the current investment stance based on existing fundamental analysis.

Keywords

Nvni Group Limited, Pierre Schurmann, Schedule 13D, Beneficial Ownership, Insider Ownership, Ordinary Shares, SEC Filing, Corporate Governance, Heru Investment Holdings, Class FF Shares