ITAÚ UNIBANCO - MATERIAL FACT - BONUS SHARES

Rhea-AI Summary

Itaú Unibanco (NYSE:ITUB) announced a 3% bonus share distribution after its Board approved capitalization of BRL12,846,837,880, increasing capital from BRL124,063,060,190 to BRL136,909,898,070 via revenue reserves.

The bonus issues 321,170,947 new shares (163,623,582 common; 157,547,365 preferred). Record dates: Dec 23, 2025 (Brazil) and Dec 29, 2025 (US ADRs). New shares trade ex-bonus in Brazil from Dec 26, 2025 and are credited Dec 30, 2025. Monthly IoC remains BRL0.01765 per share; total monthly payouts rise by 3% after bonus inclusion. Fractional-share auction runs after Jan 2–Feb 2, 2026; tax cost per bonus share set at BRL40.00.

Positive

• Capital increased by BRL12,846,837,880
• Issued 321,170,947 bonus shares (3%)
• ADRs receive corresponding 3% bonus
• Monthly IoC total payments increase by 3%

Negative

• Fractional-share sale window Jan 2–Feb 2, 2026 may require action
• Tax cost attributed at BRL40.00 per bonus share

Key Figures

Capital increase BRL12,846,837,880.00 Increase in subscribed and paid-in capital via statutory reserves

Share capital before BRL124,063,060,190.00 Subscribed and paid-in capital prior to bonus and capitalization

Share capital after BRL136,909,898,070.00 Subscribed and paid-in capital after capitalization of reserves

Bonus ratio 3 shares per 100 Three percent (3%) bonus shares of the same type held

New bonus shares 321,170,947 shares Total new book-entry shares issued as bonus

IoC per share BRL0.01765 gross / BRL0.015 net Monthly interest on capital maintained post-bonus

Minimum annual dividend BRL0.022 per share Guaranteed minimum dividend for preferred shares

Bonus share cost basis BRL40.00 per share Tax cost attributed to bonus shares under Brazilian regulations

Market Reality Check

$7.27 Last Close

Volume Volume 15,213,045 vs 20-day average 23,125,658 (relative volume 0.66) suggests muted trading ahead of the bonus news. low

Technical Price $7.11 is trading above the 200-day MA $6.66, indicating a pre-news uptrend.

Peers on Argus

Peers showed mixed moves, with some banks slightly positive and others slightly negative, while ITUB was down 2.09%, pointing to a more stock-specific setup than a broad sector trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 27	Dividends & cancellation	Positive	+1.8%	Large cash distributions and cancellation of tens of millions of preferred shares.
Nov 04	Results information	Positive	+1.4%	Publication of condensed financials and MD&A plus scheduled 3Q25 results call.
Nov 04	2025 projections update	Positive	+1.4%	Revised 2025 projections and higher financial margin with the market range.
Nov 03	3Q25 meeting notice	Neutral	+1.5%	Announcement of interactive 3Q25 results meeting with senior management.
Oct 27	3Q25 meeting notice	Neutral	+1.0%	Scheduling of upcoming 3Q25 interactive results presentation and Q&A session.

Pattern Detected

Recent corporate and guidance updates have been followed by modestly positive price reactions.

Recent Company History

This announcement follows a series of shareholder-focused and information-heavy releases. On Oct 27 and Nov 3–4, 2025, Itaú Unibanco highlighted its 3Q25 results via interactive meetings and made condensed statements and projections available, with shares rising about 1–1.5% afterward. On Nov 27, 2025, the bank approved substantial dividends, interest on capital, and cancellation of 78,850,638 preferred shares, with a 1.83% positive reaction. Today’s bonus-share move extends this pattern of capital and shareholder actions.

Market Pulse Summary

This announcement details a 3% bonus share issue funded by capitalizing statutory reserves, raising subscribed capital from BRL124.06B to BRL136.91B without changing shareholders’ equity. Holders receive 3 new shares (or ADRs) per 100 held, while monthly interest on capital of BRL0.01765 gross per share and the BRL0.022 minimum dividend on preferred shares are maintained. Investors may track upcoming earnings, payout levels, and capital actions for ongoing context.

Key Terms

bonus shares financial

"Bonus shares: ITAÚ UNIBANCO HOLDING S.A. ("Company") announces..."

Bonus shares are extra company shares given free to existing shareholders in proportion to their holdings, paid out of the company’s reserves instead of cash. Think of it like a cake being cut into more slices so each owner gets additional pieces—their overall percentage ownership stays the same but each share represents a smaller slice of earnings. Investors watch bonus issues because they change the number of shares, which affects per-share metrics, liquidity and market perception without altering the company’s underlying wealth.

book-entry shares technical

"the capital will be increased with the issue of 321,170,947 new book-entry shares"

Shares recorded electronically on a central register or in brokerage accounts instead of being issued as paper certificates; ownership is shown as entries in a ledger much like a bank account record. This matters to investors because it makes buying, selling, dividend payments and voting simpler and faster, reduces the risk of lost certificates, and determines how ownership is tracked for corporate actions and legal rights.

treasury shares financial

"with treasury shares also included as bonus shares in the same proportion"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

interest on capital (IoC) financial

"Interest on Capital (IoC): monthly IoC payments will remain at BRL0.01765 per share"

Interest on capital is the payment made to owners or partners for the money they have put into a business, calculated as a percentage of their invested amount. It matters to investors because it reduces the profits available for other shareholders but compensates contributors for tying up funds, similar to a landlord earning rent on property they provided to a tenant; understanding it helps assess true returns and how profits are divided.

fractional shares financial

"Shareholders wishing to transfer fractional shares resulting from the bonus may do so"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

american depositary receipt financial

"the securities traded in the U.S. market (ADR – American Depositary Receipt) will also receive"

An American depositary receipt (ADR) is a certificate that represents shares of a foreign company traded on U.S. stock exchanges. It allows investors to buy and sell parts of a foreign company's stock easily, much like purchasing shares of a company based in their own country. ADRs make international investing more convenient and accessible for U.S. investors.

adr financial

"investors will receive 3 (three) new ADR for every 100 (one hundred) ADRs held"

An American Depositary Receipt (ADR) is a financial certificate that lets investors buy shares of a foreign company through U.S. stock markets, similar to buying a local wrapper that represents the underlying foreign shares. ADRs matter because they make investing in overseas companies easier and more liquid by trading in U.S. dollars and under U.S. market rules, while still carrying currency, regulatory, and country-specific risks that can affect share value.

equity method financial

"not attributable to stockholders who value their equity interest...using the equity method"

An equity method investment is an accounting approach used when a company owns enough of another business to influence its decisions but not control it (commonly around 20–50% ownership). Instead of counting only dividends, the investor records its share of the other company’s profits and losses on its own income statement and adjusts the investment’s value on the balance sheet—like tracking a friend’s joint project by noting your share of their gains or setbacks. For investors, this matters because it can significantly affect reported earnings, asset values, and the apparent strength of a company’s financial results.

AI-generated analysis. Not financial advice.

SÃO PAULO, Dec. 18, 2025 /PRNewswire/ -- Bonus shares:

ITAÚ UNIBANCO HOLDING S.A. ("Company") announces to its stockholders and the general market that its Board of Directors, at a meeting held on December 18, 2025, has approved the following proposals:

1.  Increase in the subscribed and paid-in capital within the limit of the authorized capital provided for in the Company's bylaws: in the amount of BRL12,846,837,880.00 (twelve billion, eight hundred and forty-six million, eight hundred and thirty-seven thousand, eight hundred and eighty Brazilian reais) from BRL124,063,060,190.00 (one hundred and twenty-four billion, sixty-three million, sixty thousand, one hundred and ninety Brazilian reais) to BRL136,909,898,070.00 (one hundred and thirty-six billion, nine hundred and nine million, eight hundred and ninety-eight thousand, seventy Brazilian reais), through the capitalization of amounts recorded in the Company's Revenue Reserves – Statutory Reserves. It is important to note that it does not impact the Company's shareholders' equity.

2. Three percent (3%) Bonus Shares: the capital will be increased with the issue of 321,170,947 new book-entry shares, with no par value, of which 163,623,582 common shares and 157,547,365 preferred shares, to be attributed free of charge to the Company's stockholders, as a bonus, in the proportion of 3 (three) new shares of the same type for every 100 (one hundred) shares held, with treasury shares also included as bonus shares in the same proportion.

2.1. Record Date: holders of shares in the stockholding position at the end of December 23^rd, 2025 in Brazil and of December 29^th, 2025 in the United States, will be entitled to the share bonus.

2.2. Trading: new shares will be released for trading "ex" bonus rights as of December 26^th, 2025 in Brazil, and the new shares will be accounted in the stockholders' position on December 30^th, 2025.

2.3. Rights of Bonus Shares: the new shares will be fully entitled to the earnings to be declared as of December 30^th, 2025, under the same terms as the common and preferred shares of the Company, as applicable.

2.4. Interest on Capital (IoC): monthly IoC payments will remain at BRL0.01765 per share (net amount of BRL0.015 per share). Consequently, the total amount monthly paid by the Company to stockholders will be increased by 3% (three percent) after the inclusion of the bonus shares in the stockholding position. The minimum annual dividend guaranteed to preferred shares will also be kept at BRL0.022 per share.

2.5. Auction of Fractional Shares: The bonus will always be allocated in whole numbers. Shareholders wishing to transfer fractional shares resulting from the bonus may do so during the period from January 2^nd, 2026, to February 2^nd, 2026. After this period, any remaining fractions will be consolidated into whole shares and sold at auction on B3 S.A. – Brasil, Bolsa, Balcão, and the net proceeds from the sale will be made available to the holders of such fractions on a date to be announced by the Company.

2.6. Cost of Bonus Shares: the cost attributed to the bonus shares is BRL40.00 per share, in accordance with Article 58, paragraph 1, of Regulatory Instruction No. 1,585/15 of the Federal Revenue Service, as well as Article 843, paragraph 1, of the Income Tax Regulation/18, and Article 10, paragraph 1, of Law No. 9,249/95[1].

2.7. Foreign Market: simultaneously with the transaction in the Brazilian market and in the same proportion, the securities traded in the U.S. market (ADR – American Depositary Receipt) will also receive a bonus of three percent (3%), so that investors will receive 3 (three) new ADR for every 100 (one hundred) ADRs held as of the record date (December 29^th, 2025). Accordingly, ADRs will continue to be traded at the proportion of one (1) preferred share of the Company for one (1) ADR. For more information regarding the ADRs bonus, please visit www.adr.com (Ticker: ITUB).

If you have any questions, please visit www.itau.com.br/investor-relations and follow the route: Menu > Investor services > Contact IR.

São Paulo (SP), December 18, 2025.

Gustavo Lopes Rodrigues

Investor Relations Officer

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[1] This cost is not attributable to stockholders who value their equity interest in the Company by using the equity method.

Contact: Itaú Unibanco – Comunicação Corporativa
Phone: (11) 5019-8880 / 8881
E-mail: imprensa@itau-unibanco.com.br

View original content to download multimedia:https://www.prnewswire.com/news-releases/itau-unibanco---material-fact---bonus-shares-302646435.html

SOURCE Itaú Unibanco Holding S.A.

FAQ

What bonus share ratio did Itaú Unibanco (ITUB) announce on Dec 18, 2025?

Itaú announced a 3% bonus: 3 new shares for every 100 held, announced Dec 18, 2025.

How many new shares will ITUB issue and how are they split?

The company will issue 321,170,947 new shares: 163,623,582 common and 157,547,365 preferred.

What are the record and trading dates for ITUB bonus shares in Brazil and the US?

Record dates: Brazil Dec 23, 2025, US ADRs Dec 29, 2025; ex-bonus trading in Brazil starts Dec 26, 2025.

Will the Itaú Unibanco bonus change shareholders' equity or monthly IoC per share?

The capital increase does not impact shareholders' equity; monthly IoC per share remains BRL0.01765, total monthly payouts rise by 3%.

What happens to fractional ITUB bonus shares and when is the auction?

Shareholders can transfer fractions Jan 2–Feb 2, 2026; remaining fractions will be sold at auction and proceeds distributed.

What tax cost is attributed to each ITUB bonus share for reporting?

The cost attributed to each bonus share for tax purposes is set at BRL40.00.