[6-K] BANK BRADESCO Current Report (Foreign Issuer)
Rhea-AI Filing Summary
Banco Bradesco S.A. is calling Special and Annual Shareholders’ Meetings to be held cumulatively on March 10, 2025 at 4:00 p.m., in an exclusively digital format. The bank cites Brazilian Resolution No. 81/22, noting that virtual meetings broaden participation for shareholders in Brazil and abroad and reduce costs.
Shareholders, legal representatives, or attorneys-in-fact may participate and vote through an electronic platform, following procedures in the company’s Manual and Distance Voting Ballot. A request to participate, with required identification and ownership documents, must be submitted by March 8, 2026. Representation rules follow Brazilian corporate law, and foreign corporate documents must be translated into Portuguese and registered. All legal documents and further information are available on Bradesco’s investor relations and regulatory websites.
Positive
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SECURITIES AND EXCHANGE COMMISSION
06029-900 - Osasco - SP
Federative Republic of Brazil
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.
Special and Annual Shareholders´ Meetings
We invite this Company’s shareholders to meet at Special and Annual Shareholders’ Meetings, to be held, cumulatively, next March 10, 2025, at 4:00 p.m., exclusively digitally, to resolve on the following proposals:
Special Shareholders´ Meeting
| 1. | to increase in the stock capital by R$6,670,000,000.00, from R$87,100,000,000.00 to R$93,770,000,000.00, by means of the capitalization of part of the balance of the “Profit Reserves - Legal Reserve” account, without issuing shares, according to Article 169 of Law No. 6 404 76; |
| 2. | to provide for the inclusion of a statutory provision allowing the payment of profit sharing to the management, in accordance with the provisions of Article 152, Paragraph 1 of Law 6,404/76, and the authority of the Board of Directors to decide on such profit sharing; |
| 3. | if proposals 1 and 2 are approved, partially amend the Bylaws to: |
| 3.1. | reflect in the head of Article 6 the new amount of the stock capital resulting from the capitalization of reserves, which is subject of proposal 1; and |
| 3.2. | include Paragraph 6 in Article 7 and amend the wording of item “p” of Article 9, resulting from proposal 2. |
Annual Shareholders´ Meeting
| 1. | to acknowledge the management accounts and examine, discuss and vote on the Financial Statements related to the fiscal year ended on December 31, 2025; |
| 2. | to allocate the net income of the 2025 fiscal year; |
| 3. | to determine the number of the Members of the Board of Directors; |
| 4. | to elect the members of the Board of Directors, observing the provisions of Articles 141 and 147 of Law No. 6.404/76 and amendments (“Law No. 6.404/76”) and Attachment K to Resolution No. 80/22 of Brazilian Securities and Exchange Commission (CVM), being necessary, pursuant CVM Resolution No. 70/22, at least, five percent (5%) of the voting capital so that shareholders can request the adoption of the multiple voting process; |
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| 5. | to elect the Fiscal Council´s members, observing the provisions of Articles 161 and 162 of Law No. 6,404/76; |
| 6. | to fix the overall management compensation for the 2026 fiscal year, as well as the amount to support the Pension Plan; and |
| 7. | to fix the compensation of the members of the Fiscal Council for the 2026 fiscal year. |
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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 believes that the Shareholders´ Meetings convened exclusively digitally are more appropriate, since this format allows for greater shareholder participation, enabling the presence of shareholders from anywhere in Brazil and abroad and reducing the costs both for shareholder participation and for holding the event.
Participation in the Meetings: 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 vote intention by sending until 3.6.2026 the respective Distance Voting Ballot: |
| - | to the bookkeeper of the Company's shares, through all Bradesco's Branch Network; |
| - | to their custodians that provide this service, in the case of holders of shares deposited in the central depository; |
| - | to B3 S.A. - Brasil, Bolsa, Balcão, as a central depositary for the Company shares; and |
| - | directly to the Company, to the email assembleias@bradesco.com.br, not being necessary posterior sending of the physical document. |
For further information, see the rules set out 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 Manual for Participation in the Shareholders’ Meetings (Manual).
· Participation and Voting during the Shareholders’ Meetings by Electronic System: the shareholder may participate in the Shareholders’ Meetings and vote in a virtual way, during their realization, by means of a Platform, according to the Manual.
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The guidelines, data and password for connection will be sent to the shareholders who, until 3.8.2026, send a request to participate in the Shareholders´ Meetings to the prior registration link below, attaching the identification and/or representation documents, as detailed in the Manual.
https://easyvoting.alfm.adv.br/acionista.wpconsentimento.aspx?CtxW0jdnQS4JAgUx1hIBxUUT6osjiAidnEnB9mf7kjtEBCuYL2GHCJr7EBpAP87c
As provided in paragraph 3 of Article 6 of CVM Resolution No. 81/22, the shareholders who do not send the request to participate in the Shareholders’ Meetings until 3.8.2026 may not participate through electronic system made available by the Company.
Pursuant to Article 126 of Law No. 6,404/76, to attend and resolve in the Shareholders’ Meetings, the shareholder must observe that:
· in addition to the identification document and corporate and representation documents (in the case of legal entities shareholders), they must also provide, at the time of sending their registration request, a certificate of ownership of the 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 certificate is waived;
· the shareholder may be represented by an attorney-in-fact appointed not more than one year prior, provided that they are a shareholder or a manager of the Company, lawyer or financial institution, asset manager authorized by CVM and duly constituted to represent investment funds, observing that legal entities shareholders might also be represented according to their bylaws/articles of incorporation;
· before being forwarded to the Company, the corporate and representation documents of legal entities and investment funds drawn up in a foreign language must be translated into Portuguese and these translations must be registered at the Titles and Documents Registry (a certified translation is not required).
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Documents made available to shareholders: all legal documents and further information necessary for the analysis and exercise of voting rights are available to shareholders on websites of Bradesco (Shareholders Meetings - 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 CVM (http://sistemas.cvm.gov.br/?CiaDoc).
Eventual clarifications may be obtained on the Investor Relations website – banco.bradesco/ri – Corporate Governance, at Bradesco’s Branches Network or via email assembleias@bradesco.com.br..
Osasco, SP, February 6, 2026
Luiz Carlos Trabuco Cappi
Chairman of the Board of Directors
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BANCO BRADESCO S.A. | ||
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By: |
/S/Luiz Carlos Trabuco Cappi
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| Luiz Carlos Trabuco Cappi Chairman of the Board of Directors | ||
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.
