By Brazil Stock Guide — PDG Realty (B3: PDGR3), once Brazil’s largest homebuilder during the early 2010s, removed Maurício Tiso de Souza as chief executive officer and investor relations officer following a contested board vote that exposed an internal dispute and could lead to arbitration.
The leadership change was initially presented by the company as a routine management reshuffle. Minutes from the board meeting, however, show that Tiso, who had held the positions since January 2025, sought to postpone the discussion, challenged the absence of documents supporting his removal and reserved the right to bring the matter before B3’s Market Arbitration Chamber.
The board approved Tiso’s removal by majority vote and appointed Roberto Giarelli, previously PDG’s chief financial officer, to replace him with immediate effect. Giarelli will now simultaneously serve as CEO, CFO and investor relations officer. His term in the two newly assumed positions will run for two years.
The meeting was attended by all three members of PDG’s board: Chairman Pedro Henrique Ribeiro Novaes, João de Saint Brisson Paes de Carvalho and Tiso himself.
Tiso initially recorded a vote against his removal. After being asked whether he might have a conflict of interest in voting on his own dismissal, he said he did not believe he was prevented from taking part but changed his vote to an abstention to avoid any later challenge to the validity of the decision.
Because the resolution was approved by a majority and Tiso abstained, the minutes indicate that the other two directors voted to remove him.
Tiso challenges lack of supporting documents
In a written statement attached to the meeting minutes, Tiso requested that both his removal and the appointment of a successor be withdrawn from the agenda and considered at a later date.
According to Tiso, the meeting notice sent on July 8 expressly stated that no supporting documents would be distributed in advance. He argued that the lack of information prevented board members from properly assessing the proposals and reaching an informed decision.
The statement also disclosed an explanation for the removal that was not included in the material fact notice released to investors. According to Tiso, his dismissal was presented internally as part of a “necessary cost adjustment.”
Tiso said directors had not received an analysis of executive compensation, an estimate of the expected savings, calculations of termination or contractual costs, or an assessment of the risks associated with changing leadership at a publicly traded company that is still restructuring its liabilities.
He also alleged that the materials circulated before the meeting did not identify the proposed successor or include the candidate’s résumé, declaration of eligibility or proposed compensation.
The claims reflect Tiso’s account of the process and do not constitute an independent finding that the board’s decision was invalid.
Arbitration may follow
In his statement, Tiso argued that approving the resolution without adequate documentation could expose board members to personal and joint liability.
He formally recorded his dissent and reserved the right to pursue any available remedies, including proceedings before B3’s Market Arbitration Chamber, which handles certain corporate disputes involving companies listed on the exchange’s Novo Mercado segment.
Despite losing his executive positions, Tiso remains, at least for now, a member of PDG’s board. The July 13 resolution addressed only his removal as CEO and investor relations officer.
His continued presence on the board creates an unusual governance arrangement: the executive removed from day-to-day management will remain part of the body responsible for overseeing Giarelli and the company’s new management structure.
Company statement omitted the dispute
In the material fact notice released after the meeting, PDG said only that the board had approved Tiso’s removal and appointed Giarelli to take over with immediate effect.
The notice did not explain the reasons for the decision, disclose that the vote had been contested or mention Tiso’s request for a postponement, the cost-cutting rationale cited in his statement or the prospect of arbitration. The company merely thanked Tiso for his dedication and contribution during his tenure.
CVM enforcement case
Tiso is also a defendant in an administrative enforcement proceeding before Brazil’s securities regulator, the Comissão de Valores Mobiliários, or CVM.
The case dates back to February 2025, when PDG announced that it had received an acquisition proposal purportedly submitted by Sun Hung Kai Properties, one of Hong Kong’s largest property developers.
The alleged offer valued PDG at as much as 171.7 million reais. At the time, the Brazilian company’s market capitalization stood at just over 17 million reais, and its shares briefly doubled during the following trading session.
Sun Hung Kai denied having made any offer. After the denial, PDG said it had received the document but did not have further information about its origin.
In April, the episode became the subject of a CVM enforcement proceeding in which Tiso was accused of potentially providing false information to the market. He had taken over as CEO and investor relations officer only a few weeks before the purported offer was disclosed.
The regulatory accusation does not amount to a conviction, and no public ruling has been issued on the merits of the case. Neither the board minutes nor PDG’s material fact notice formally linked Tiso’s removal to the CVM proceeding.
Operational recovery remains fragile
Operationally, PDG remains in the early stages of a limited recovery after years spent restructuring its balance sheet and legacy obligations.
The developer formally exited court-supervised restructuring in October 2021 after reorganizing more than 5.3 billion reais owed to over 22,000 creditors. Outstanding pre-filing claims, however, remain subject to the payment schedules and other conditions established under the restructuring plan.
First-quarter net revenue fell 73% from a year earlier to 6.9 million reais, while gross profit declined 86% to 1.5 million reais. Earnings before interest, taxes, depreciation and amortization were negative by 2.6 million reais, underscoring that the improvement in the bottom line has not yet been driven by a sustained recovery in the core property business.
PDG’s net loss narrowed to 15.1 million reais from 100.8 million reais a year earlier, but the improvement came mainly from its financial result, which benefited from debt-related accounting adjustments.
At the end of March, the company held 24.2 million reais in cash and financial investments, had net debt of about 395 million reais and reported negative shareholders’ equity of 3.33 billion reais. Including restructured and non-restructured liabilities and the funds required to complete existing projects, PDG’s measure of “extended leverage” stood at 1.51 billion reais.
The company also remained reliant on converting liabilities into equity. In 2025, PDG completed a 16.1 million-real capital increase backed by post-filing claims, followed by a further 345.3 million-real capitalization of creditor claims under its restructuring plan. The transactions reduced liabilities without requiring an equivalent cash outflow, but also underscored the continued dependence of the turnaround on balance-sheet restructuring.
The company has resumed launching developments, but its operating scale remains small relative to its financial obligations.
The ix.Tatuapé development, launched in 2022 with a potential gross development value of 60 million reais, was completed and received its occupancy permit in the fourth quarter of 2025. Construction at ix.Santana, a 116 million-real project launched in 2023, accelerated from February 2026 after an extended period of technical development, licensing, contractor selection and initial site mobilization.
Despite that progress, PDG still carries seven stalled projects representing 2,741 units attributable to the company, highlighting the gap between its emerging development pipeline and the scale of its remaining operational and financial obligations.
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