Bradesco (NYSE: BBD) seeks approval for Bradseg spin-off into Odontoprev

Rhea-AI Filing Summary

Banco Bradesco S.A. called an Extraordinary General Meeting for March 31, 2026 at 4:00 p.m., to be held exclusively in digital format. Shareholders will vote on approving the partial spin-off of Bradseg Participações S.A., with the spun-off net assets absorbed by Bradesco.

This spin-off is part of a broader business combination involving Bradesco Gestão de Saúde S.A. and Odontoprev S.A., with the goal of unifying Bradesco’s health-segment equity interests in Odontoprev. After all stages are completed, Odontoprev is expected to consolidate Bradesco’s healthcare ecosystem, simplifying the corporate structure and potentially improving administrative efficiency.

Insights

Banking and corporate actions analyst

Bradesco proposes a healthcare-focused reorganization centered on Odontoprev.

Banco Bradesco is asking shareholders to approve a partial spin-off of Bradseg as part of a business combination that shifts its healthcare businesses into Odontoprev. Odontoprev would become the main consolidator of Bradesco’s healthcare ecosystem.

The company highlights objectives such as simplifying the corporate structure, gaining administrative efficiency, and expanding integrated healthcare and dental offerings. Financial impacts, consideration, and detailed synergies are not quantified in the excerpt, so the development is strategically notable but not clearly value-changing on its own.

The meeting occurs on March 31, 2026 in a fully digital format, aligning with Brazilian regulation (CVM Resolution No. 81/22). Further details are referenced in material fact notices and supporting documents available on Bradesco, B3, and CVM websites.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2026

Commission File Number 1-15250

BANCO BRADESCO S.A. 

(Exact name of registrant as specified in its charter)

BANK BRADESCO

(Translation of Registrant's name into English)

Cidade de Deus, s/n, Vila Yara
06029-900 - Osasco - SP
Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F ___X___ Form 40-F _______

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____

 .

 

Banco Bradesco S.A.

Extraordinary General Meeting

We invite shareholders to meet at the Extraordinary General Meeting, to be held on March 31, 2026, at 4:00 p.m., exclusively in digital format, to resolve on the matter set forth in the Agenda.

This Extraordinary General Meeting is convened to approve the partial spin-off of Bradseg Participações S.A. (“Bradseg”) with the absorption of the spun-off net assets by the Company (“Bradseg Partial Spin-Off”), in the context of the business combination between Bradesco Gestão de Saúde S.A. (“BGS”), which is a wholly-owned subsidiary of Bradseg which, in turn, is a wholly-owned subsidiary of the Company, and Odontoprev S.A. (“Odontoprev"), a company indirectly controlled by Bradesco, with the ultimate objective of unifying, in Odontoprev, the equity interests in various businesses in the health segment of the Bradesco Organization and Odontoprev’s businesses (“Transaction”).

As a result, following the implementation of all stages of the Transaction (including satisfaction of applicable conditions precedent), Odontoprev will be elevated to the role of consolidator of the Bradesco Organization's healthcare ecosystem, assuming control of all its healthcare businesses, simplifying the corporate structure, providing greater administrative efficiency, and enabling potential benefits through the expansion of the integrated offering of healthcare and dental solutions. Further details about the Transaction as a whole can be found in the notices of material fact released on this date by Bradesco and Odontoprev.

Agenda:

To jointly examine, discuss, and vote on the following acts and documents related to the Bradseg Partial Spin-Off:

1. The “Protocol and Justification for the Partial Spin-Off of Bradseg Participações S.A. and Absorption of the Spun-Off Portion by Banco Bradesco S.A.”, executed on February 26, 2026, between the management of Bradesco and Bradseg;

2. The ratification of the appointment and hiring of KPMG Auditores Independentes Ltda., as the company responsible for preparing the appraisal report of the book value of the portion to be spun off from Bradseg, to be transferred to the Company ("Appraisal Report”);

3. The Appraisal Report;

4. The Bradseg Partial Spin-Off; and

5. The authorization for the Company's officers to perform all acts necessary for the implementation of the Bradseg Partial Spin-Off.

In accordance with Article 5, Paragraph 4 of CVM Resolution No. 81/22, as amended by CVM Resolutions Nos. 59/21 and 204/24 (“CVM Resolution No. 81/22”), Bradesco considers it more

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appropriate to hold the Extraordinary General Meeting hereby convened exclusively in digital format, since this format allows for greater shareholder participation, as it enables the attendance of shareholders from any location in Brazil and abroad, as well as reducing costs both for shareholder participation and for holding the meeting.

Participation in the Meeting: the shareholders, their legal representatives or attorneys-in-fact may attend the Shareholders´ Meetings in any of the following ways:

· Distance Voting: the shareholder may express their voting intention by submitting, by March 27, 2026, the respective Distance Voting Ballot:

- to the bookkeeper of the Company's shares, through the Bradesco Branch Network;

- to their custodian agents that provide this service, in the case of shareholders holding shares deposited with the central depositary;

- to B3 S.A. – Brasil, Bolsa, Balcão, in its capacity as central depositary of the Company’s shares; and

- directly to the Company, at the e-mail assembleias@bradesco.com.br, with no need for subsequent delivery of the physical document.

For additional information, see the rules set forth in CVM Resolution No. 81/22, and the procedures described in the Distance Voting Ballot made available by the Company, as well as in the Extraordinary General Meeting (“Manual”).

· Participation and Voting during the General Meeting by Electronic System: the shareholder may participate in the Meeting and vote virtually during its proceedings.

The guidelines, data, and password for connection will be sent to shareholders who, by March 29, 2026, send a request to participate in the Meeting to the pre-registration link below, attaching the identification and/or representation documents, as detailed in the Manual.

https://easyvoting.alfm.adv.br/acionista.wpconsentimento.aspx?CtxW0jdnQS4JAgUx1hIBxYiEATa6-iUK0f4dqwszDIzy9xEtlSH8FQJ3B2fOlKlM

As provided for in Paragraph 3 of Article 6 of CVM Resolution No. 81/22, shareholders who do not submit the request to participate in the General Meeting by March 29, 2026 may not be able to participate through the electronic system made available by the Company.

Pursuant to Article 126 of Law No. 6,404/76 and subsequent amendments (“Law No. 6,404/76”), to participate and vote at the Meeting, the shareholder must observe that:

· in addition to the identity document and corporate and representation documents (in the case of corporate shareholders), the shareholder must also present, at the time of submitting the registration request, proof of ownership of shares issued by the Company, issued by the custodian. For the holder of book-entry shares held in custody at Bradesco, the presentation of said proof is waived;

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· the shareholder may be represented by an attorney-in-fact appointed not more than one year prior, provided such attorney-in-fact is a shareholder or manager of the Company, a lawyer or financial institution, or an asset manager authorized by CVM and duly appointed to represent investment funds; corporate shareholders may be represented in accordance with their bylaws/articles of association;

· before being submitted to the Company, the corporate and representation documents of legal entities and investment funds executed in a foreign language must be translated into Portuguese. The respective translations must be registered with the Registry of Titles and Documents (a sworn translation is not required).

Documents available to shareholders: all legal documents and additional information necessary for analysis and exercise of voting rights are available to shareholders on the websites of Bradesco (banco.bradesco/ri), B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br/pt_br/produtos-e-servicos/negociacao/renda-variavel/empresas-listadas.htm) and the CVM (http://sistemas.cvm.gov.br/?CiaDoc).

Any inquiries may be directed to the Investor Relations website - banco.bradesco/ri- Corporate Governance, the Bradesco Branch Network, or via e-mail assembleias@bradesco.com.br.

Osasco, SP, February 27, 2026

Luiz Carlos Trabuco Cappi

Chairman of the Board of Directors

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 27, 2026

BANCO BRADESCO S.A.
By:		/S/Luiz Carlos Trabuco Cappi
		Luiz Carlos Trabuco Cappi Chairman of the Board of Directors

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

FAQ

What is Banco Bradesco (BBD) asking shareholders to approve at the March 31, 2026 EGM?

Shareholders are being asked to approve a partial spin-off of Bradseg Participações S.A., with the spun-off net assets absorbed by Banco Bradesco. This step integrates into a broader business combination aimed at reorganizing and unifying Bradesco’s healthcare-related equity interests under Odontoprev S.A.

How does Odontoprev S.A. fit into Banco Bradesco (BBD)'s proposed healthcare transaction?

Odontoprev S.A., indirectly controlled by Bradesco, is intended to become consolidator of Bradesco’s healthcare ecosystem after all transaction stages. It would assume control of Bradesco’s healthcare businesses, unifying health and dental operations and supporting integrated healthcare and dental solution offerings within the Bradesco Organization.

Why is Banco Bradesco (BBD) holding its March 31, 2026 Extraordinary General Meeting digitally?

Bradesco chose an exclusively digital meeting format under CVM Resolution No. 81/22, citing broader shareholder access and lower participation costs. The digital format allows shareholders in Brazil and abroad to attend remotely, while also reducing expenses for organizing and conducting the meeting overall.

What are the stated objectives of Banco Bradesco (BBD)'s Bradseg partial spin-off and related transaction?

The transaction aims to unify equity interests in various health businesses within Odontoprev, simplify the corporate structure, and improve administrative efficiency. Bradesco also highlights potential benefits from expanding integrated offerings of healthcare and dental solutions across its broader healthcare ecosystem and Odontoprev’s operations.

How can Banco Bradesco (BBD) shareholders participate in the March 31, 2026 digital EGM?

Shareholders must request participation via the indicated pre-registration link by March 29, 2026, attaching required identification and representation documents. After validation, Bradesco will send connection guidelines, data, and password, enabling access through the electronic system described in the Extraordinary General Meeting Manual.

Where can Banco Bradesco (BBD) investors find documents related to the Bradseg partial spin-off?

All legal documents and additional information are available on Bradesco’s investor relations website, the B3 S.A. listed companies portal, and the CVM system. Investors may also send inquiries through Bradesco’s Investor Relations channels and the dedicated corporate governance and assemblies email address provided.