Itaú Unibanco - Material Fact: Stock Buyback Program

Rhea-AI Summary

Itaú Unibanco (NYSE:ITUB) announced on Feb 4, 2026 a new stock buyback program effective immediately through Aug 4, 2027, authorizing purchase of up to 200,000,000 preferred shares (≈3.74% of preferred free float) for cancellation and employee plans. Buybacks will be executed on exchanges via Itaú Corretora.

Available reserves cited: BRL 2.87B (capital) and BRL 57.11B (revenue) as of Dec 31, 2025.

Key Figures

Buyback authorization: 200,000,000 preferred shares Free float common: 456,130,473 shares Free float preferred: 5,349,627,055 shares +5 more

8 metrics

Buyback authorization 200,000,000 preferred shares Maximum shares under new stock buyback program through Aug 4, 2027

Free float common 456,130,473 shares Common shares in free float as of Dec 31, 2025

Free float preferred 5,349,627,055 shares Preferred shares in free float as of Dec 31, 2025

Treasury preferred 344,662 shares Preferred shares held as treasury stock as of Dec 31, 2025

Buyback size vs float 3.74% Buyback limit as a share of preferred free float on Dec 31, 2025

Capital reserves BRL 2,873,374,501.30 Funds available for buyback as of Dec 31, 2025

Revenue reserves BRL 57,106,300,244.18 Funds available for buyback as of Dec 31, 2025

Program end date August 4, 2027 Final settlement deadline for authorized buyback transactions

Market Reality Check

Price: $8.68 Vol: Volume 39,700,155 vs 20-d...

normal vol

$8.68 Last Close

Volume Volume 39,700,155 vs 20-day avg 27,486,513 (relative volume 1.44x) ahead of the buyback disclosure. normal

Technical Shares at $8.49, trading above 200-day MA of $6.85 and about 6.75% below the 52-week high.

Peers on Argus

ITUB was down 3.41% while key bank peers were mixed: DB (-0.5%), MFG (+0.32%), P...

ITUB was down 3.41% while key bank peers were mixed: DB (-0.5%), MFG (+0.32%), PNC (+0.96%), TFC (+1.1%), USB (+0.41%). Moves do not suggest a coordinated sector rotation.

Previous Buybacks Reports

2 past events · Latest: Feb 05 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Feb 05	Stock buyback program	Positive	+0.5%	Board approved buyback of up to 200M preferred shares through Feb 2026.
Feb 05	Stock buyback program	Positive	+6.5%	Announcement of stock repurchase program categorized under buybacks tag.

Pattern Detected

Recent buyback announcements for ITUB have coincided with modestly positive next-day moves, suggesting past repurchase news was received constructively.

Recent Company History

Recent ITUB news centered on shareholder returns and communication. Prior buyback programs on Feb 5, 2024 and Feb 5, 2025 authorized repurchases of up to 200 million preferred shares and produced next‑day gains of 6.5% and 0.51%. Other recent items covered dividend and bonus share actions plus multiple 4Q25 results meetings. Today’s new buyback program extends this capital‑return pattern with a similar preferred share capacity and a longer time frame.

Historical Comparison

buybacks

+3.5 %

Average Historical Move

Historical Analysis

Past ITUB buyback announcements (2 events since 2024) saw an average next‑day move of 3.5%, indicating historically constructive but not extreme reactions to repurchase news.

Typical Pattern

The company has repeatedly renewed buyback authorizations of up to 200 million preferred shares, combining share cancellation with stock used for employee and management compensation plans.

Market Pulse Summary

This announcement details a new buyback program authorizing up to 200,000,000 preferred shares throu...

Analysis

This announcement details a new buyback program authorizing up to 200,000,000 preferred shares through August 4, 2027, aimed at both share cancellation and employee incentives. As of December 31, 2025, the company reported BRL 2.87 billion in capital reserves and BRL 57.11 billion in revenue reserves available for repurchases. Historically, similar buyback news produced modest positive moves, so investors may watch execution levels, capital ratios, and upcoming earnings for additional context.

Key Terms

stock buyback program, treasury stock, free float, derivative instruments, +1 more

5 terms

stock buyback program financial

"has resolved to: (i) terminate early... and (ii) approve the new stock buyback program"

A stock buyback program is when a company uses its cash to repurchase its own shares from the market, reducing the number of shares available to other investors. This can raise profit per share and often signals management believes the stock is undervalued, like a business buying back coupons to concentrate value for remaining holders; it matters because it can support the share price, change ownership percentages, and alter key financial ratios.

treasury stock financial

"Shares held as treasury stock as of December 31, 2025:"

Treasury stock is shares that a company has bought back from the public and kept in its own control rather than retiring them. Think of it like a company holding its own tickets in a drawer: those shares no longer vote or receive dividends while held, but the company can reissue or retire them later; this reduces the number of shares available to outside investors and can boost per‑share earnings and influence ownership and stock price.

free float financial

"Inform the number of shares (i) comprising the free float and (ii) already held"

Free float is the portion of a company’s outstanding shares that are available for public trading, excluding shares held by insiders, governments, or other long-term strategic holders that are unlikely to trade. It matters to investors because a smaller free float can make a stock harder to buy or sell without moving the price and can increase volatility, while a larger free float usually means more stable pricing and better liquidity—like the difference between a crowded market stall and a single vendor’s limited stock.

derivative instruments financial

"Describe the main characteristics of any derivative instruments that the company may use"

Contracts whose value is tied to the price or performance of something else—like a stock, bond, commodity, currency or market index. Think of them as a bet or an insurance policy that lets investors gain exposure, hedge risk, or speculate without owning the asset itself; their use can amplify gains or losses and affect a portfolio’s risk profile, liquidity and potential returns.

capital ratio financial

"For the Company: (i) optimization... and (ii) change in the capital ratio."

A capital ratio measures how much financial cushion a bank or insurer keeps relative to the size and risk of its loans and investments, typically expressed as a percentage. Think of it as the thickness of a safety net: higher ratios mean the firm has more buffer to absorb losses, which reduces the chance of failure and regulatory action. Investors watch it because changes signal shifts in safety, growth capacity, and regulatory compliance.

AI-generated analysis. Not financial advice.

SAO PAULO, Feb. 4, 2026 /PRNewswire/ -- ITAÚ UNIBANCO HOLDING S.A. informs its shareholders that the Board of Directors, meeting on February 4, 2026, has resolved to:

(i)           terminate early, as of this date, the stock buyback program approved at the Board meeting held on February 5, 2025, which would terminate on February 5, 2026; and  

(ii)          approve the new stock buyback program[1], to be effective as of this date through August 4, 2027, authorizing the purchase of up to 200,000,000 preferred shares issued by the Company, with no reduction of capital.

The purposes of the new stock buyback program are to: (a) provide for the delivery of shares to employees and management members of the Company and its controlled companies within the scope of compensation models, long-term incentive plans and institutional projects; and (b) cancel the shares issued by the Company;

The stock buybacks will be carried out on stock exchanges at market value and intermediated by Itaú Corretora de Valores S.A.

Gustavo Lopes Rodrigues

Investor Relations Officer

Attachment G to CVM Resolution No. 80/22

Trading of Own Shares

1. Justify in detail the purpose and expected economic effects expected from the transaction:

Purpose

The purposes of the stock buyback process are to: (i) provide for the delivery of shares to employees and management members of the Company and its controlled companies within the scope of compensation models, long-term incentive plans and institutional projects and (ii) cancel the shares issued by the Company.

Economic Effects

The purchase of own shares may have the following impacts:

• For shareholders: (i) greater return in the form of dividends, since the shares bought back by the Company are withdrawn from the market and the payment of dividends is distributed over a lower number of shares; and (ii) increase in the percentage of interest of the shareholder if these shares are cancelled.
  
  
• For the Company: (i) optimization in the use of the funds available for investment; and (ii) change in the capital ratio. In the event of the buyback of the total shares within this program, the financial amount spent will have no significant accounting effects on the Company's results.

2. Inform the number of shares (i) comprising the free float and (ii) already held as treasury stock.

Shares comprising the free float as of December 31, 2025:

• 456,130,473 common shares
• 5,349,627,055 preferred shares

Shares held as treasury stock as of December 31, 2025:

• No common shares are held in treasury
• 344,662 preferred shares

3. Inform the number of shares that may be bought back or sold.

Up to 200,000,000 preferred shares may be purchased, with no reduction of capital, equivalent to approximately 3.74% of the 5,349,627,055 preferred shares comprising the free float as of December 31, 2025.

4. Describe the main characteristics of any derivative instruments that the company may use in the future.

The Company will use no derivative instruments.

5. Describe any existing agreements or voting instructions between the company and the counterparty to the transactions.

Shares will be purchased through transactions on stock exchanges and there are no voting instructions between the Company and the counterparties to the transaction.

6. In the event that transactions are carried out outside the organized securities markets, please inform: (a) the maximum (minimum) price for which the shares will be bought back (sold); and (b) if applicable, the reasons justifying the transaction at prices of more than ten percent (10%) higher, in the case of a buyback, or more than ten percent (10%) lower, in the case of a sale, at the average price, weighted by volume, in the previous ten (10) trading days.

Not applicable, since the buyback of shares issued by the Company will be carried out through transactions on stock exchanges at market value.

7. Inform any impacts that trading will have on the stockholding composition or the management structure of the company.

There will be no impact on the Company's management structure as a result of the buyback of shares issued by the Company nor will there be any impact on the stockholding composition, since the Company has a defined controlling stake.

8. Identify any known counterparties and, in the event the counterparty is a party related to the company, as set out in the accounting rules covering this matter, supply the information required by Article 9 of CVM Resolution No. 81 of March 29, 2022.

The buyback of shares issued by the Company will be carried out through transactions on stock exchanges, and counterparties are unknown.

9. Indicate the use of the funds accrued, if applicable.

Not applicable, since the transactions will be limited to the buyback rather than the sale of shares.

10. Indicate the final deadline for the settlement of authorized transactions.

The final deadline for the settlement of approved transactions is August 4, 2027.

11. Identify any institutions that will act as intermediaries.

The buybacks will be intermediated by Itaú Corretora de Valores S.A., headquartered at Av. Brigadeiro Faria Lima, 3500, 3º andar (parte), in the city of São Paulo (State of São Paulo).

12. Specify any available funds to be used in accordance with Article 8, § 1, of CVM Resolution No. 77 of March 29, 2022.

On December 31, 2025, funds available for the buyback of the shares issued by the Company totaled:

BRL 2,873,374,501.30 in Capital Reserves; and

BRL 57,106,300,244.18 in Revenue Reserves.

13. Specify the reasons why members of the board of directors feel comfortable that the buyback of shares will have no adverse impact on the ability to comply with any obligations assumed with creditors or the payment of mandatory, whether fixed or minimum, dividends.

The Board of Directors understands that the settlement of the buyback of own shares is compatible with the Company's financial position and foresees no impact on the compliance with the obligations assumed, considering that:

The Company manages its liquidity reserves based on estimates of the funds that will be available for investment, taking into consideration the business continuity in normal conditions. Therefore, full payment ability is assured in relation to financial commitments assumed. For further details, please see the Note "Cash Flows" in the Company's Financial Statements on the Investor Relations website (https://www.itau.com.br/investor-relations).

---

[1] According to Article 30, paragraphs 1 and 2, of Law No. 6,404/76 and CVM Resolution No. 77/22.

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

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SOURCE Itaú Unibanco Holding S.A.

FAQ

What does the ITUB buyback approved Feb 4, 2026 authorize?

It authorizes purchase of up to 200,000,000 preferred shares through Aug 4, 2027. According to the company, buybacks will be executed on stock exchanges and used for employee compensation and share cancellation.

How large is the ITUB buyback as a percentage of preferred shares?

The program covers approximately 3.74% of preferred shares outstanding. According to the company, that percentage is based on 5,349,627,055 preferred shares in the free float as of Dec 31, 2025.

What are the stated purposes of Itaú Unibanco's Feb 4, 2026 buyback (ITUB)?

Primary purposes are delivery of shares to employees/management under incentive plans and cancellation of repurchased shares. According to the company, this aims to support compensation programs and reduce outstanding shares.

What funds did Itaú Unibanco cite to support the ITUB buyback?

The company reported available reserves of BRL 2,873,374,501.30 (capital) and BRL 57,106,300,244.18 (revenue) as of Dec 31, 2025. According to the company, these reserves are available for the authorized buyback transactions.

Will the ITUB buyback affect Itaú Unibanco's governance or controlling stake?

The buyback will not change the company's management structure or controlling stake, per the company. According to the company, the program will be executed on exchanges and is not expected to alter stockholding composition.