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 September, 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____
.
Allocation of Remaining Unsubscribed Shares in the Capital Increase
by Means of Subscription of New Shares
Banco Bradesco S.A. (“Bradesco” or “Company”),
further to the information disclosed in the Material Fact and the Notice to Shareholders regarding the Capital Increase by Means of Subscription
of New Shares, released on July 29, 2026 (the “Capital Increase”), hereby informs its shareholders and the market in general
that, on September 4, 2026, the period for the exercise of preemptive rights for the subscription of shares in the Capital Increase (the
“Preemptive Rights Exercise Period”) expired.
During the Preemptive Rights Exercise Period, a total of 402,471,777
(four hundred two million, four hundred seventy-one thousand, seven hundred seventy-seven) shares were subscribed, as set forth below:
| Class
of Shares |
Issued
Shares |
Subscribed
Shares |
Subscribed
Shares with interest in Remaining Shares |
Total
Remaining Shares |
| Common Shares |
302.876.396 |
252.659.012 |
252.320.168 |
50.217.384 |
| Preferred Shares |
301.976.357 |
149.812.765 |
143.157.857 |
152.163.592 |
| TOTAL |
604.852.753 |
402.471.777 |
395.478.025 |
202.380.976 |
Accordingly, 202,380,976 (two hundred two million, three hundred eighty
thousand, nine hundred seventy-six) shares remained unsubscribed, consisting of 50,217,384 (fifty million, two hundred seventeen thousand,
three hundred eighty-four) common shares (“ON Shares”) and 152,163,592 (one hundred fifty-two million, one hundred sixty-three
thousand, five hundred ninety-two) preferred shares (“PN Shares” and, together with the ON Shares, the “Remaining Unsubscribed
Shares”).
As previously disclosed by the Company, the Remaining Unsubscribed
Shares shall be allocated exclusively among those shareholders who exercised their preemptive rights and expressed their intention to
reserve remaining unsubscribed shares during the Preemptive Rights Exercise Period, whereby: (i) each subscribed ON Share shall grant
the right to subscribe for 19.902247370% ON Shares and 31.271512790% PN Shares; and (ii) each subscribed PN Share shall grant the right
to subscribe for 51.173760160% PN Shares.
If the application of the allocation criteria results in fractional
shares, only the whole number portion shall be considered and any fraction shall be disregarded. If the result is less than one share,
no Remaining Unsubscribed Shares shall be available for subscription by the respective subscriber.
Subscribers who have expressed their intention to acquire the Remaining
Unsubscribed Shares shall be entitled to subscribe for such shares from September 21, 2026 through September 25, 2026 (inclusive) (the
“Unsubscribed Shares Subscription Period”), at the same issue prices applicable to the shares subscribed during the Preemptive
Rights Exercise Period, namely, R$15.43 per ON Share and R$17.64 per PN Share.
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The Remaining Unsubscribed Shares shall be paid up in cash, in Brazilian
currency: (i) through debit to a checking account maintained with Bradesco on September 30, 2026; and/or (ii) via PIX, at the time of
subscription of the Remaining Unsubscribed Shares, subject to the specific rules and procedures established by Bradesco, as the institution
responsible for the bookkeeping of its issued shares (the “Bookkeeper”), and by the Central Securities Depository of B3 S.A.
– Brasil, Bolsa, Balcão (the “Central Depositary” and “B3”, respectively).
Holders of rights to subscribe for Remaining Unsubscribed Shares whose
shares giving rise to such rights are held in custody (i) with the Bookkeeper, must exercise their rights through the Bradesco Digital
Documents Portal, available at: https://documentosdigitaiscustodia.bradesco/login; or (ii) with the Central Depositary, must exercise
their rights through their respective custodians, in accordance with the procedures and deadlines established by such custodians.
The operating procedures for the exercise of rights to subscribe for
Remaining Unsubscribed Shares by subscribers whose shareholding position is maintained with the Bookkeeper are available on the Bradesco
Digital Documents Portal under the sections “FAQ – Frequently Asked Questions” and “Corporate Documents”,
as well as through the “Questions” button available on the platform, in accordance with the procedures disclosed by the Company
on July 29, 2026. Holders of rights to subscribe for Remaining Unsubscribed Shares whose positions are held in custody with the Central
Depositary should contact their respective custodians for assistance.
During the Unsubscribed Shares Subscription Period, the assignment
of rights to subscribe for Remaining Unsubscribed Shares shall be permitted. Subscribers wishing to trade their rights to subscribe for
Remaining Unsubscribed Shares may do so, provided that they act with sufficient advance notice to enable the assigned rights to be exercised
by the respective assignee within such period.
Holders of rights to subscribe for Remaining Unsubscribed Shares whose
shares are recorded in the Bookkeeper’s books may assign their respective rights by completing the appropriate assignment instrument,
which shall be made available by the Bookkeeper through the Bradesco Digital Documents Portal, within the Unsubscribed Shares Subscription
Period. Shareholders holding rights to subscribe for Remaining Unsubscribed Shares whose shares are held in custody with the Central Depositary
and who wish to assign such rights must contact and instruct their respective custodians between September 21, 2026 (inclusive) and September
24, 2026 (inclusive), subject to the applicable procedures established by their custodians.
The acquisition of rights to subscribe for Remaining Unsubscribed
Shares does not, by itself, result in the subscription of shares. For the effective subscription of shares to occur, it is necessary to
request the subscription through the Bookkeeper or through the custodians with whom such rights are traded, as applicable, within the
relevant deadlines and subject to the applicable conditions.
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Subscription receipts for the Remaining Unsubscribed Shares subscribed
during the Unsubscribed Shares Subscription Period shall be made available to subscribers: (i) immediately upon payment of the Remaining
Unsubscribed Shares, if the subscription is carried out directly through the Bookkeeper; or (ii) on the business day following the payment
date of the respective Remaining Unsubscribed Shares, if the subscription is carried out through the Central Depositary. The subscription
receipts may be traded on B3 as from September 30, 2026 until the date of approval of the Capital Increase by the Central Bank of Brazil
(“BACEN”).
If any shares remain unsubscribed following the allocation process,
the Company may elect either to conduct an additional allocation among subscribers who participated in the subscription of the Remaining
Unsubscribed Shares or to hold an auction of unsubscribed shares on B3, as provided for in Article 171, Paragraph 7, of Law No. 6,404/1976,
the procedures for which shall be disclosed to the market in due course. Alternatively, once the minimum subscription amount of BRL 8
billion has been reached and subject to the terms and conditions of the Capital Increase disclosed on July 29, 2026, the Company’s
Board of Directors may resolve to partially approve the Capital Increase, in which case any unsubscribed shares shall be canceled.
The new shares issued in the Capital Increase shall be entitled to
receive all benefits in full, including dividends, interest on shareholders’ equity and any other distributions that may be declared
by Bradesco as from the approval of the Capital Increase by BACEN.
The Company shall keep its shareholders and the market in general
informed of the next steps of the Capital Increase, pursuant to the applicable regulations.
Cidade de Deus, Osasco, SP, September 16, 2026
André Costa Carvalho
Investor Relations Officer
Page 3 of 3
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: September 16, 2026
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BANCO BRADESCO S.A. |
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By: |
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/S/André Costa Carvalho
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André Costa Carvalho Investor Relations Officer |
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.