SCHEDULE: Patria Holdings Affirms Major Stake in Patria Investments
Beneficial Ownership Update
Patria Holdings Limited and its affiliates have filed a Schedule 13D, confirming significant beneficial ownership in Patria Investments Ltd, including recent share acquisitions.
Summary
- Patria Holdings Limited (PHL), SPV PHL (SPV), Olimpio Matarazzo Neto, and Alexandre Teixeira de Assumpcao Saigh are jointly filing this Schedule 13D.
- PHL beneficially owns 83,706,916 shares, representing 56.0% of Patria Investments Ltd's Class A common shares on an as-converted basis.
- SPV PHL beneficially owns 24,437,198 Class B common shares, representing 26.6% of the Class A common shares on an as-converted basis.
- Olimpio Matarazzo Neto and Alexandre Teixeira de Assumpcao Saigh, as controlling shareholders of PHL, are deemed to beneficially own 83,706,916 shares each, representing 56.0% of the Class A common shares on an as-converted basis.
- As of February 19, 2026, there were 67,597,461 Class A common shares outstanding.
- Each Class B common share is convertible into one Class A common share and carries ten votes.
- SPV PHL purchased approximately 1.8 million additional shares within the last 12 months using its working capital.
- The Reporting Persons acquired these securities for investment purposes and intend to review their investments on a continuing basis.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this filing positively as it confirms strong, stable insider ownership and continued investment by controlling entities, suggesting confidence in the company's long-term prospects.
Positives
- Controlling shareholders and related entities maintain a significant ownership stake (56.0% for PHL and controlling shareholders, 26.6% for SPV), indicating strong alignment with the company's long-term success.
- SPV PHL's recent acquisition of approximately 1.8 million additional shares within the last 12 months demonstrates continued confidence and investment in the Issuer.
Negatives
- No specific negatives are identified in this filing, which primarily reports beneficial ownership and investment intent.
Risks
- The general statement about reviewing investments based on numerous factors, including an ongoing evaluation of the Issuer's business, financial condition, operations, prospects, price levels, market conditions, and tax considerations, implies inherent market and business risks.
Future Outlook
The Reporting Persons intend to review their investments in Patria Investments Ltd on a continuing basis, with potential future actions informed by an ongoing evaluation of the Issuer's business, financial condition, operations, prospects, and broader market conditions. They currently have no specific plans or proposals that would result in changes to the Issuer's corporate structure or business.
Management Comments
- Each of the Controlling Shareholders disclaims ownership of the common shares except to the extent he has a pecuniary interest therein.
- The Reporting Person otherwise does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although depending on the factors discussed herein, any Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.
Industry Context
StockSavvy.ai notes that this Schedule 13D filing highlights the continued strong insider ownership and commitment from key controlling entities and individuals within Patria Investments Ltd. Such significant stakes are common in alternative asset management firms, particularly those with a strong founder-led or partnership culture, and can signal stability and long-term strategic alignment, which is often viewed favorably by the market.
Comparison to Industry Standards
- The combined 56.0% beneficial ownership by Patria Holdings Limited and its controlling shareholders is a substantial stake, comparable to the high insider ownership seen in other successful alternative asset managers like Blackstone (BX) or KKR (KKR) in their early stages or through their partnership structures, where founders and key executives often retain significant control and economic interest.
- The dual-class share structure, with Class B shares carrying ten votes per share, is a common governance mechanism in the investment management industry, similar to structures employed by companies like Berkshire Hathaway (BRK.A, BRK.B) or Google (GOOGL, GOOG), designed to ensure long-term strategic control by founders or key management.
- The recent acquisition of 1.8 million shares by SPV PHL, a subsidiary of Patria Holdings, indicates continued capital deployment into the Issuer, a positive sign often observed when insiders believe the company's shares are undervalued or have strong growth prospects, aligning with practices seen in firms like Apollo Global Management (APO) where management frequently invests alongside funds.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| No explicit changes reported | No changes in bylaws, committees, policies, or procedures are explicitly mentioned. The filing highlights the existing dual-class share structure (Class A with one vote, Class B with ten votes) which is a key aspect of corporate governance, ensuring control by Class B shareholders. | NA | NA |
Related Party Transactions
- The filing details the relationship between Patria Holdings Limited (PHL), SPV PHL (a wholly-owned subsidiary of PHL), and the controlling shareholders (Olimpio Matarazzo Neto and Alexandre Teixeira de Assumpcao Saigh) who are also directors/CEO of the Issuer. This structure inherently involves related parties in the beneficial ownership.
Stakeholder Impact
- Shareholders: The significant and stable beneficial ownership by controlling entities and individuals may provide confidence in long-term strategic direction and stability. The dual-class share structure ensures continued control by these parties.
- Management/Employees: The continued involvement of key management (CEO and Chairman are controlling shareholders) suggests stability in leadership.
Next Steps
- Reporting Persons will continue to review their investments in Patria Investments Ltd on an ongoing basis.
- Reporting Persons may change their investment purpose or formulate different plans regarding the Issuer at any time based on various factors.
Key Dates
| Date | Description |
|---|---|
| 02/19/2026 | Date of event requiring filing, when 67,597,461 Class A common shares were reported outstanding. |
| 02/26/2026 | Date of execution of the Joint Filing Agreement and signing of the Schedule 13D. |
Recommendation
holdThe filing is a routine Schedule 13D update confirming stable, significant insider ownership and investment intent. While the continued insider confidence and recent share purchases are positive, the filing does not introduce new material information that would warrant a change in investment thesis or a strong buy/sell recommendation. It reinforces a 'hold' position for investors who value strong insider alignment and long-term stability.
Keywords
Patria Investments, Schedule 13D, Beneficial Ownership, Class A Common Shares, Class B Common Shares, Patria Holdings, SPV PHL, Olimpio Matarazzo Neto, Alexandre Teixeira de Assumpcao Saigh, Institutional Ownership, Investment Management, Cayman Islands
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