Banco Santander SEC Filings

Banco Santander (Brasil) S.A. approved the distribution of interest on equity totaling R$ 620,000,000.00 gross, with a net amount of R$ 527,000,000.00 after withholding income tax, except for immune or exempt shareholders. The payment corresponds to R$ 0.07910367789 gross per common share and R$ 0.06723812621 net, R$ 0.08701404568 gross per preferred share and R$ 0.07396193882 net, and R$ 0.16611772357 gross per Unit and R$ 0.14120006503 net.

Shareholders of record at the end of January 2, 2026 will be entitled to this interest on equity, and the shares will trade ex-interest from January 5, 2026. Payment is scheduled as of February 5, 2026 and will be fully counted toward the mandatory dividends for the 2025 fiscal year. Holders of ADRs traded on the NYSE will receive payment through The Bank of New York Mellon under the applicable local rules.

Banco Santander (Brasil) S.A. reports a planned leadership transition in its finance and investor relations areas. Executive Vice President and Investor Relations Officer Gustavo Alejo Viviani will step down from his roles at the end of April 2026, in a jointly coordinated succession process and subject to regulatory approvals for his successor. The bank will adjust its organizational structure to align with the Santander Group model, in which the Chief Financial Officer (CFO) also oversees Accounting, with that function reporting directly to the CFO.

Carlos Muñiz González-Blanch has been nominated to succeed Gustavo as CFO and Investor Relations Officer. He is described as a senior executive with more than 25 years of financial-sector experience and 20 years within the Santander Group, currently serving as Global CFO of Santander Corporate & Investment Banking. The company emphasizes that the succession follows internal governance, involves Gustavo directly, and is designed to ensure an orderly transition while preserving continuity and stability.

Banco Santander (Brasil) S.A. is convening an Extraordinary General Meeting on January 15, 2026 at 3:00 p.m. (BRT) at its headquarters on Avenida Presidente Juscelino Kubitschek in São Paulo. Shareholders will vote to fix the number of board members, with controlling shareholders proposing a 12-member Board of Directors, elect one new board member, and, after that election, confirm the full board composition for a term running until the 2027 Ordinary General Meeting.

The proposed new independent director is Antonio Carlos Quintella, an executive with a degree in Economics, an MBA from London Business School and senior experience at B3, Canvas Capital and Credit Suisse. Shareholders may participate in person, by proxy using a standard power-of-attorney template, or via remote voting ballots submitted through custodians, the share bookkeeper or directly to the company. Holders of American Depositary Shares will be able to vote through The Bank of New York Mellon on the same agenda items.

Banco Santander (Brasil) S.A. is convening an Extraordinary General Meeting on January 15, 2026 at 3 p.m. in São Paulo to adjust its Board of Directors. Shareholders are asked to fix the board size at 12 members, elect one new board member, and then confirm the resulting composition.

The controlling shareholders propose Antonio Carlos Quintella as an independent director, with a term running until the investiture of those elected at the 2027 Ordinary General Meeting, after approval by the Brazilian Central Bank. The company details participation options, including in-person attendance, representation by proxy, and remote voting via ballot submitted through custodians, the bookkeeper, or directly to the company, generally by 01/12/2026. Remote voting instructions cannot be changed after 01/13/2026, except by attending or being represented at the meeting. The notice also highlights that cumulative voting may be requested by holders of at least 5% of voting capital and that a Fiscal Council can be installed at the request of shareholders holding 2% of common or 1% of preferred shares.

Banco Santander (Brasil) S.A. has called an Extraordinary General Meeting for January 15, 2026 at 3 p.m. at its headquarters in São Paulo. Shareholders will decide how many members will sit on the Board of Directors, elect one new board member, and then confirm the full composition of the board.

Participation is allowed in person, through legal representatives, or by attorneys-in-fact, with powers of attorney delivered to the company at least 72 hours before the meeting. A remote voting ballot is also available under CVM Resolution 81/22, which can be sent through the company, the bookkeeper, or custodian agents as described in the participation manual.

Holders of at least 5% of the voting capital may request cumulative voting for the board election. A Fiscal Council can be installed if requested by shareholders representing at least 2% of common shares or 1% of preferred shares. All supporting documents are available at the company’s headquarters and on the company, CVM, and B3 websites.

Banco Santander (Brasil) S.A. reports that its Board of Directors met by videoconference on December 15, 2025 and unanimously approved a management proposal to call an Extraordinary General Meeting for January 15, 2026 at 3 p.m.

The planned meeting will fix the number of members on the Board of Directors, elect one new board member and, after that election, confirm the overall composition of the Board.

Banco Santander (Brasil) S.A. reports that its Board of Directors met by conference call on December 12, 2025 and unanimously reappointed Mrs. Adriana Cristina Papafilipakis Grazian as the Company’s Ombudsman for a new one-year term starting on that date. The Board acted in accordance with the Company’s bylaws and followed a favorable recommendation from the Nomination and Governance Committee issued on December 10, 2025, signaling continuity in the bank’s ombudsman function within its governance framework.

Banco Santander (Brasil) S.A. has issued subordinated financial bills totaling BRL 2,362,800,000.00 in a private transaction with investors. These instruments qualify as Tier II capital, meaning they strengthen the bank’s regulatory capital base rather than dilute shareholders. The financial bills have a 10-year maturity, with a repurchase option starting in 2030, and are structured to comply with Brazilian Central Bank Resolution No. 122. By adding to its Tier II Reference Equity, the bank increases its Tier II capitalization ratio, which supports its ability to absorb losses and sustain lending activity under regulatory capital rules.

Banco Santander (Brasil) S.A. furnished a report detailing the final voting results from its Extraordinary General Meeting held on November 28, 2025. The document consolidates votes cast both remotely and in person, listing each shareholder by the first five digits of their Brazilian tax ID, their holdings of common (ON) and preferred (PN) shares, and how they voted on six agenda items.

The voting map shows that most shareholders cast their ballots "For" the proposals, with some "Against" and "Abstain" votes recorded across the items. The report is provided in line with CVM Resolution No. 81/22, highlighting the company’s detailed disclosure of shareholder participation and voting behavior at this extraordinary meeting.